Loading...
HomeMy WebLinkAboutPre-LegislationCity of Miami Legislation Ordinance cI y I-ia[I 3500 Pan American Drfve Mlaml, FL 33133 www mlamlgov.com He Number: 16-00936 Final Action Dais: A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF MIAMI, FLORIDA ("CITY'), WITH ATTACHMENT(S), SUPPLEMENTING RESOLUTION NO. 07-0586, ADOPTED BY THE CITY COMMISSION ON OCTOBER 11, 2007, RELATING TO THE ISSUANCE BY THE CITY FROM TIME TO TIME OP CERTAIN SPECIAL OBLIGATION BONDS PAYABLE AS TO PRINCIPAL AND INTEREST SOLELY FROM THE PROCEEDS OF CERTAIN DESIGNATED REVENUES DESCRIBED IN RESOLUTION NO. 07.0586 AND NOT DERIVED FROM AD VALOREM TAXES; PROVIDING FOR THE ISSUANCE OF AN ADDITIONAL SERIES OF SUCH SPECIAL OBLIGATION BONDS IN AN AGGREGATE PRINCIPAL AMOUNT NOT EXCEEDING $130,000,000, TO BE DESIGNATED CITY OF MIAMI, FLORIDA SPECIAL OBLIGATION REFUNDING BONDS, SERIES 2016 (STREET AND SIDEWALK IMPROVEMENT PROGRAM) ("SERIES 2016 BONDS°), FOR THE PRINCIPAL PURPOSE OF REFUNDING CERTAIN OUTSTANDING OBLIGATIONS; PROVIDING THAT THE SERIES 2016 BONDS SHALL NOT CONSTITUTE AN INDEBTEDNESS OF THE CITY WITHIN THE MEANING OF ANY CONSTITUTIONAL OR STATUTORY PROVISION OR LIMITATION, OR A PLEDGE OF THE CITY`S FULL FAITH AND CREDIT, BUT SHALL BE PAYABLE AS TO PRINCIPAL AND INTEREST SOLELY PROM THE PROCEEDS OF CERTAIN DESIGNATED REVENUES DESCRIBED IN RESOLUTION NO. 07-D586 AND NOT DERIVED FROM AD VALOREM TAXES; DELEGATING TO THE CITY MANAGER AUTHORITY TO DETERMINE THE TERMS OF THE SERIES 2016 BONDS WITHIN PRESCRIBED PARAMETERS; DESIGNATING A BOND REGISTRAR AND PAYING AGENT FOR THE SERIES 2016 BONDS; AUTHORIZING THE CITY MANAGER TO NEGOTIATE AND EXECUTE, IN A FORM ACCEPTABLE TO THE CITY ATTORNEY, BOND COUNSEL, AND THE FINANCE DIRECTOR, A PAYING AGENT AND BOND REGISTRAR AGREEMENT; FINDING NECESSITY FOR A NEGOTIATED SALE OF THE SERIES 2016 BONDS; AUTHORIZING THE CITY MANAGER TO NEGOTIATE AND EXECUTE, IN A FORM ACCEPTABLE TO THE CITY ATTORNEY, BOND COUNSEL, THE FINANCE DIRECTOR, AND THE FINANCIAL ADVISOR, A BOND PURCHASE CONTRACT; APPROVING THE INITIAL DRAFT FORM OF AND AUTHORIZING THE CITY MANAGER TO UPDATE, FINALIZE, AND DISTRIBUTE, IN A FORM ACCEPTABLE TO THE CITY ATTORNEY, THE FINANCE DIRECTOR, DISCLOSURE COUNSEL, AND THE FINANCIAL ADVISO.R, A PRELIMINARY LIMITED OFFERING MEMORANDUM AND A FINAL LIMITED OFFERING MEMORANDUM RELATING TO THE SERIES 2016 BONDS; AUTHORIZING THE CITY MANAGER TO NEGOTIATE FOR AND OBTAIN CREDIT FACILITIES AND RESERVE ACCOUNT CREDIT FACILITIES AND TO EXECUTE AGREEMENTS RELATING THERETO WITH RESPECT TO THE SERIES 2016 BONDS; AUTHORIZING THE CITY MANAGER TO NEGOTIATE AND EXECUTE, IN A FORM ACCEPTABLE TO THE CITY City ofMarini Page I - Fik Id,16-00936 (Version 1) Printed On:7/2O/16 ATTORNEY, THE FINANCE DIRECTOR, BOND COUNSEL, AND DISCLOSURE COUNSEL, A CONTINUING DISCLOSURE AGREEMENT WITH RESPECT TO THE SERIES 2016 BONDS; DESIGNATING AN ESCROW AGENT; AUTHORIZING THE CITY MANAGER TO NEGOTIATE AND EXECUTE, IN A FORM ACCEPTABLE TO THE CITY ATTORNEY, THE FINANCE DIRECTOR, AND BOND COUNSEL, AN ESCROW DEPOSIT AGREEMENT; MAKING CERTAIN COVENANTS AND AGREEMENTS FOR THE BENEFIT OF THE HOLDERS OF THE SERIES 2016 BONDS; AUTHORIZING THE CITY MANAGER AND ALL OTHER CITY OFFICIALS TO DO ALL THINGS DEEMED NECESSARY IN CONNECTION WITH THE ISSUANCE, SALE. AND DELIVERY OF THE SERIES 2016 BONDS, IN CONSULTATION WITH THE CITY ATTORNEY, BOND COUNSEL, DISCLOSURE COUNSEL, AND THE FINANCIAL ADVISOR; PROVIDING FOR SEVERABILITY; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the City of Miami, Florida (the "City') has adopted a plan for construction of certain improvements to various streets and sidewalks within the City; and WHEREAS, pursuant to the Constitution and laws of the State of Florida, Including 'Chapter 166, Part Il, Florida Statutes, and the City of Miami Charter, the City is authorized to Issue its special obligation bonds to pay the cost of acquisition, construction and improvements to certain roadways, streetscapes and related appurtenances within the City and to authorize the issuance of special obligation bonds and special obligation refunding bonds under certain conditions; and WHEREAS, on October 11, 2007, the City Commission of the City (the "City Commission") adopted Resolution No, 07-0686 (the 'Original Resolution') to provide, among other things, for the issuance from time to time of special obligation bondsto finance or refinance the acquisition, construction and Improvements of certain roadways, streetscapes and related appurtenances within the City and to pledge forthe payment of such special obligation bonds, the Designated Revenues (as defined in the Original Resolution); and WHEREAS, pursuant to the Original Resolution, the City issued the Parity Obligations (hereinafter defined); and WHEREAS, the City now desires to issue an additional series of special obligation bonds to be designated as City of Miami, Florida Special Obligation Refunding Bonds, Series 2018 (Street and Sidewalk Improvement Program) (the "Series 2016 Bonds"), in an aggregate principal amount not exceeding $130,000,000, for the purposes of (I) refunding certain obligations of the City, (ii) funding a deposit to the reserve accountfor the Series 2016 Bonds, .if required, and (iii) paying the costs of Issuance of the Series 2016 Bonds; and WHEREAS, the Series 2016 Bonds will be issued in accordance with Section 210 of the Original Resolution, will constitute Refunding Bonds within the meaning of the Original Resolution and will be payable solely from and secured by the Designated Revenues on a parity with the City's outstanding Parity Obligations; and WHEREAS, based on the findings set forth in this Series Resolution, the City Commission deems it in the best financial interests of the City that the Series 2016 Bonds be sold by negotiated sale to the Underwriters (hereinafter defined) on such date and at such time City of Miami Page 2 File 1'd;16-00936 (Uereion 1) Printed On: 7f20/16 as set forth in the Bond Purchase Contract (hereinafter defined) authorized by this Series Resolution, and to, among other things, authorize the distribution and use of a preliminary Limited Offering Memorandum and to authorize the distribution, use, execution and delivery of a final Limited Offering Memorandum relating to the Series 2016 Bonds; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF MIAMI, FLORIDA: City of Miami Page 3 PYCe Id.° 16-00936 (Version I) Printed O3:7120/16 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 6 Section 101 Incorporation of Recitals.. ,..6 Section 102 Meaning of Words and Terms 6 Section 103 Interpretations 8 Section 104 Resolution Constitutes Contract 8 ARTICLE II DETAILS OF SERIES 2016.BONDS; ISSUANCE OF SERIES 2016 BONDS 9 Section 201 Issuance and Details of the Series 2016 Bonds. 9 Section 202 Form of Series 2016 Bonds. 15 Section 203 Authentication of Series 2016 Bonds, 16 Section 204 Exchange of Series 2018 Bonds 16 Section 205 Registration of Transfer of Series 2016 Bonds 16 Section 206 Ownership of Series 2016 Bonds 17 Section 207 Temporary Series 2016 Bonds, 17 Section 208 Mutilated, Destroyed, Stolen or Lost Bonds. ...17 ARTICLE -III SECURITY, SPECIAL FUNDS AND APPLICATION THEREOF 19 Section 301 Series 2016 Bonds not to be Indebtedness of City 19 Section 302 Security for Series 2016 Bonds _ 19 Section 303 Additional Security, 19 Section 304 Application of Provisions of Original Resolution. 19 Section 305 Series 2016 Reserve Account T 19 ARTICLE IV MISCELLANEOUS PROVISIONS 21 Section 401 Tax Covenants 21 Section 402 Parties Who Have Rights under Resolution. .. 21 Section 403 Effect of Partial Invalidity 21 Section 404 Florida Law Controls, 21 Section 405 No Recourse Against Members Officers or Employees of City . 21 Section 406 Expenses Payable under Resolution. . . 22 Section 407 Payments Due on Sundays and Holidays. . 22 Section 408 Headings. 22 Section 409 Further Authority. 22 Section 410 Repeal of Inconsistent Resolutions. 22 Section 411 Effective Date. 22 City of Miami P..age 4 File I4.16-00936 (Version 1)_Printed On:7/20/16 EXHIBIT "A" - FORM OF SERIES 2016 BOND EXHIBIT'B" - INITIAL DRAFT PRELIMINARY LIMITED OFFERING MEMORANDUM City of Miami Page 5 File Id 16-00936 (Version 1) Primed On:7120/16 ARTICLE I DEFINITIONS Section 101 Incorporation of Recitals. The City Commission hereby finds and determines and does hereby incorporate as part of this Series Resolution the matters set forth In the foregoing recitals, Section 102 Meaning of Words and Terms. Capitalized terms used in this Series Resolution but not defined herein shall have the respective meanings assigned to such term in the Original Resolution. In addition to words and terms elsewhere defined In this Series Resolution and in the Original Resolution, the following words and terms as used In this Series Resolution shall have the following meanings, unless some other meaning is plainly intended: "Authorized Denominations" means denominations of $100,000 and integral multiples of $5,000 in excess of $100,000. "Bond Purchase Contract" means the Bond Purchase Contract between the City and the Underwriters in the form authorized pursuant to Section 201(i) hereof. "Bond Registrar" means initially U.S. Bank National Association and thereafter, the City or any other agent designated from time to time by the City, by resolution, to maintain the registration books for the Series 2016 Bonds issued hereunder or to perform other duties with respect to registering the transfer of the Series 2016 Bonds. "Bond Year" means the period commencing the second day of January in each year and ending on the first day of January of the following year. "Business Day" means any day, other than a Saturday or Sunday, on which commercial banks are open for business in the State and in New York, New York and on which the New York Stook Exchange is open. "Gity" means the City of Miami, Florida, "City Attorney" means the City Attorney of the City or any Assistant City Attorney designated by the City Attorney to act on the City Attorney's behalf or any person succeeding to the principal functions of the office, "Clty Clerk' means the City Clerk of the City or any Deputy City Clerk designated by the City Clerk to act on the City Clerk's behalf or any person succeeding to the principal functions of the office. "City Commission" means the City Commission of the City. "City Manager" means the City Manager, or any Assistant City Manager designated by the Gity Manager to act on the City Manager's behalf, or the officer or officers succeeding to the principal functions of that office. "Escrow Agent" means U,S. Bank National Association. "Escrow Deposit Agreement" means the escrow deposit agreement between the City and the Escrow Agent relating to the refunding of the Refunded Bonds. 1 • City ofMlanil Page 6 File 1d;16-00936 (Version 1) Printed On; 7C10/16 "Finance Director' means the Finance Director of the City or any person designated to act on the Finance Director's behalf, or the officer or officers succeeding to his/her principal functions. "Fiscal Year" means the fiscal year of the City. "Holder," "Owner," "Registered Owner" or "Bondholder" means a person in whose name a Series 2016 Bond (or one or more Predecessor Bonds) is registered In the registration books provided for in Section 206 of this Series Resolution, interest Payment Date" means, when the dates specified herein on which interest is stated to be due thereon, and any date on which interest becomes due thereon on account of the early redemption thereof or on account of the happening of an event which, under the terms of such Series 2016 Bonds, requires a payment of Interest to be made thereon. "Mayor" means the Mayor of the City or in his absence or inability to perform such member of the City Commission designated by the Mayor to act in the Mayor's behalf or any person succeeding to the principal function of the office of Mayor. "Original Resolution" means Resolution No. 07-0586 adopted bythe City Commission on October 11, 2007, as amended and supplemented from time to time, "Parity Obligations" means the unrefunded Series 2007.Bonds and the unrefunded Series 2009 Bonds. "Qualified Institutional Buyers" means "qualified institutional buyers" as defined in Rule 144A promulgated under the Series Act of 1933, as amended, "Paying Agent' means initially U.S. Bank National Association and thereafter, the City or any other agent which is an Authorized Depository, designated from time to time by the City, by resolution, to serve as a Paying Agent for the Series 2016. Bonds issued hereunder that shall have agreed to arrange for the timely payment of the Principal of, redemption premium, if any, and interest (with respect to Current Interest Bonds) on the Series 2016 Bonds to the registered owners thereof; from funds made available therefor by the City. "Predecessor Bonds" of any particular Bond means every previous Bond evidencing all or a portion of the same debt as that evidenced by such particular Bond. For purposes of this definition, any Series 2016 Bond authenticated and delivered under Section 203 of this Series Resolution in lieu of a mutilated, destroyed, stolen or lost Series 2016 Bond shall be deamed to evidence the same debt as the mutilated, destroyed, stolen or lost Series 2016 Bond. "Record Date" means, for the Series 2016 Bonds, the close of business on the fifteenth (15th) day of the month preceding each interest Payment Date. "Refunded Bonds" means collectively, all or a portion of the Series 2007 Bonds and the Series 2009 Bonds, as determined by a certificate of the Finance Director. "Resolution" means the Original Resolution, as supplemented by this Series Resolution, and as amended and supplemented from time to time in accordance with the provisions of the Original Resolution. City of Miami Page 7 File Id;1 6,00936 (Version 1) Printed On:7/.20/16 "Series 2007 Bonds" means the outstanding City of Miami, Florida Special Obligation Bonds, Series 2007 (Street and Sidewalk Improvement Program), issued pursuant to the Original Resolution in the original principal amount of $80,000,000. "Series 2009 Bonds" means the outstanding City of Miami, Florida Special Obligation Bonds, Series 2009 (Street and Sidewalk Improvement Program), issued pursuant to the Original Resolution, as supplemented. by Resolution No. R-09-0470, in the original principal amount $65,000,000. "Series 2016 Bonds" means the bonds authorized by Section 201 of this Series Resolution, in an aggregate principal amount not to exceed $130,000,000. "Series 2016 Reserve Account" means the special account to be established in the Reserve Fund pursuant to the Original Resolution and Section 305 of this Series Resolution for the benefit of the Series 2016 Bonds. "State" means the State of Florida. "Underwriters" means the senior manager and the co -managers as selected by the City Manager from the responses to that certain Request for Proposals for Underwriters dated May 16, 2016, Section 103 Interpretations. Unless the context shall otherwise indicate, the words "Bond", 'owner", "holder" and "person" (whether or not such words are capitalized) shall include the plural as well es the singular number, the word "person" means any individual, corporation, partnership, joint venture, association, joint -stook company, trust, unincorporated organization or government or any agency or political subdivision thereof, and the words "holder", "bondholder" and "registered owner (whether or not such words are capitalized) when used herein With respect to Bonds issued hereunder shall mean the Holder or registered owner, as the case may be, of Series 2016 Bonds at the time issued and Outstanding hereunder. Section 104 Resolution Constitutes Contract. In consideration of the acceptance of the Series 2016 Bonds authorized to be issued hereunder by those who shall own the same from time to time, this Series Resolution and any resolution adopted pursuant hereto shall be deemed to be and shall constitute a contract between the City and such Series 2016 Bondholders, and the covenants and agreements herein set forth to be performed by the City shall be for the equal benefit, protection and security of the owners of any and all of such Series 201E Bonds, all of which shall be of equal rank and without preference,priority, or distinction of any of the Series 2016 Bonds over any other thereof except as expressly provided therein and herein, jErtd of Article!) City of Mtame Page 8 Fide id:16-00936 (Version 1) Printed On; 7/20/16 ARTICLE II DETAILS OF SERIES 2016 BONDS; ISSUANCE OF SERIES 2016 BONDS Section 201 issuance and Details of the Series 2016 Bonds. (a) Authorization. There shall be Issued under and secured by the Resolution the Series 2016 Bonds of the City, and this resolution shall be deemed to be the Series Resolution for the Series 2016 Bonds. The Series 2016 Bonds shall be issued In the aggregate principal amount not to exceed One Hundred Thirty Million Dollars ($130,000,000), with the exact aggregate principal amount of said Series 2016 Bonds to be determined by the City Manager as set forth In the Bond Purchase Contract referred to below. The Series 2016 Bonds shall be Issued for the purpose of providing funds, together with other available moneys, to (I) refund the Refunded Bonds, (ID fund a deposit to the reserve account for the Series 2016 Bonds, If required, and (iii) pay the costs of issuance of the Series 2016 Bonds, including a premium In respect of any Insurance Policy relating to the Series 2016 Bonds, if any. The Series 2016 Bonds shall be designated "City of Miami, Florida Special Obligation Refunding Bonds, Series 2016 (Street and Sidewalk Improvement Program)." The Series 2016 Bonds may be Issued in one or more tax-exempt or taxable series and any such series of Series 2016 Bonds shall be designated with such series designation as determined by the City Manager as to be set forth in the Bond Purchase Contract to be negotiated, executed, and delivered as referred to below. The City Manager and all other City officials are authorized to do all things deemed necessary In connection with the issuance, sale and delivery of the Series 2016 Bonds, in consultation with the City Attorney, Bond Counsel, Disclosure Counsel, and the Financial Advisor. The Series 2016 Bonds shall be executed in the manner set forth in this Series Resolution and shall be deposited with the Bond Registrar for authentication but prior to or simultaneously with the authentication and delivery of the Series 2016 Bonds there shall be filed with the City Manager the following documents and opinions: (1) a copy, certified by the City Clerk, of the Original Resolution and this Series Resolution; (2) a copy of the Bond Purchase Contract specifying the interest rate or rates for such Series 2016 Bonds and directing the delivery of such Series 2016 Bonds to or upon the order of the purchasers therein named upon payment of the purchase price therein; (3) an opinion of Bond Counsel to the effect that (I) this Series Resolution has been duly adopted by the City, (ii) the issuance of the Series 2016 Bands has been duly and validly authorized, (iii) the Designated Revenues have been lawfully pledged, to the extent described in the Resolution, for the payment of the Series 2016 Bonds, (iv) such Series 2016 Bonds constitute special obligations of the City payable in accordance with the provisions of the Resolution and (v) the interest on such Series 2016 Bonds is excluded from gross income for federal Income tax purposes (to the extent such Bonds are being issued as tax-exempt Bonds); (4) an opinion of the City Attorney to the effect that the issuance of such Series 2016 Bonds has been duly authorized and that all conditions precedent to the delivery of such Series 2016 Bonds have been fulfilled; City ofMiarni Page 9 File Id;16-00936 (Yereon 1) Printed On; 7/20/16 (5) a certificate of the Finance Director meeting the requirements of Section 210(11)) of the Original Resolution; and (6) any additional documents or opinions as Bond Counsel, the Underwriters of the Series 2016 Bonds or their counsel may reasonably require. When (i) the documents mentioned above shall have been filed with the City Manager, (ii) the Series 2016 Bonds shall have been executed by the City and authenticated by the Bond Registrar as required by this Series Resolution, and (iii) the Underwriters have paid to the City the purchase price of the Series 2016 Bonds, then the Bond Registrar shall deliver such Series 2016 Bonds at one time to or upon the order of the Underwriters as set forth in the Bond Purchase Contract, (b) Form, Denominations, Date. Interest Rates and Maturity Dates. The Series 2016 Bonds are issuable only in fully registered form and shall be in substantially the form thereof set forth in Exhibit "A" to this Series Resolution, with such appropriate variations, omissions and insertions as may be required therein and approved by the City Manager as set forth in the Bond Purchase Contract. The Series 2016 Bonds shall be issued in Authorized Denominations, or such other denominations as determined by the City Manager. The Series 2016 Bonds shay be dated on such date determined by the City Manager and set forth in the Bond Purchase Contract and shall bear interest as provided in Section 203 of the Original Resolution, unless otherwise determined by the City Manager and set forth in the Bond Purchase Contract. Interest on the Series 2016 Bonds shall be payable semiannually en January 1 and July 1 of each year (or on such other dates determined by the City Manager), commencing on such date es shall be determined by the City Manager. The Series 2016 Bonds shall mature on such date, in such year cr years, but not later than the year 2039, shall be issued as either Serial Bonds and/or Term Bonds and, if such Series 2016 Bonds are issued as Term Bonds, be subject to such Amortization Installments by operation of the Bond Amortization Account; shall bear interest at such fixed or variable rate or rates, may be subject to mandatory redemption and optional redemption, and optlonal and mandatory tender for purchase, all as determined by the City Manager and as set forth in the Bond Purchase Contract; provided, however, that the Series 2016 Bonds shall be sold to the Underwriters (i) at a purchase price of not less than ninety-eight percent (98%) (including underwriters' discount but excluding original issue discount or premium) of the original principal amount of the Series 2016 Bonds, (ii) at a true interest cost rate not to exceed four and one-half percent (4.5%) per annum and (iii) if a net present value of not less than five percent (5%) of the principal amount of the Refunded Bonds being refunded with Series 2016 Bond proceeds is achieved. The Series 2016 Bonds shall be numbered consecutively from 1 upward preceded by the letter "R". Subject to the foregoing, the aggregate principal amount, maturities, interest rates and other terns of the Series 2016 Bends shall be as approved and determined by the City Manager and set forth in the Bond Purchase Contract, with the execution and delivery of the Bond Purchase Contract by the City Manager and the attestation thereof by the City Clerk being conclusive evidence of the City's approval of the final details and prices of the Series 2016 Bonds. The Series 2016 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. The execution and delivery .of the Series 2016 Bonds substantially in the form mentioned above is hereby authorized, and the execution of the Series 2016 Bonds for and on behalf of the City, with a facsimile or manual signature, by the City Manager with the official seal of the City impressed or imprinted thereon and attested, with a facsimile or manual signature, by the City Clerk, and hereby authorized and shall be conclusive evidence of any such approval. CIO) of Miami Page 10 File Ith 1 i-00936 (Yersiar, 1) Printed On; 7/20/16 All payments of interest on the Series 2016 Bonds shall be made by check mailed to the owners in whose names Series 2016 Bonds are registered on the Record Date; provided, however, that the Holder of Series 2016 Bonds in an aggregate principal amount of at least $1,000,000 shall be entitled to have Interest paid by wire transfer as provided in Section 203 of the Original Resolution. Interest on the Series 2016 Bonds shall be computed on the basis of a 360-day year of twelve 30-day months. (c) Optional Redemption. The Series 2016 Bonds are subject to redemption prior to maturity at the option of the City, in whole or in part at any time, at such times, and at the redemption prices, as approved and determined by the City Manager, as set forth in the Bond Purchase Contract; provided, however, the redemption premium on the Series 2016 Bonds shall not exceed one hundred percent (100%). The execution, attestation, seal and delivery of the Bond Purchase Contract by the City Manager and the City Clerk shall be conclusive evidence of the City's approval of the optional redemption provisions contained therein relating to the Series 2016 Bonds, (d) Mandatory Sinklnq Fund Redemption. The Series 2016 Bonds consisting of Term Bonds, if any, shall be subject to mandatory redemption prior to maturity to the extent of the Amortization Requirements therefor at the principal amount of such Series 2016 Bonds to be redeemed, plus accrued interest to the date fixed for redemption, but without premium, for which there is an Amortization Requirement due on such Series 2016 Bonds, The Amortization Requirements and redemption date or dates for the Series 2016 Bonds consisting of Term Bonds shall be as approved and determined by the City Manager, all as set forth in the Bond Purchase Contract. The execution and delivery of the Bond Purchase Contract by the City Manager and the City Clerk shall be conclusive evidence of the City's approval of the mandatory sinking fund redemption provisions contained therein relating to the Series 2016 Bonds. (e) Series Reserve Fund Requirement for Series 2016 Bonds. The City Commission hereby authorizes the City Manager to establish a Series Reserve Fund Requirement for the Series 207E Bonds If the City Manager determines that such a Series Reserve Fund Requirement is in the best interests of and advantageous to the City. The City Manager shall determine the amount of the Series Reserve Fund Requirement, if any, for the Series 2016 Bonds, subject to the provisions of the Resolution. If the City Manager determines that the establishment of a Series Reserve Fund Requirement for the Series 2016 Bonds is in the best interests of and advantageous to the City, the City Manager shall make further determinations as to whether the Series Reserve Fund Requirement shall be funded from the proceeds of the Series 2016 Bonds, other moneys available to the City, a Reserve Fund Insurance Policy, a Reserve Fund Letter of Credit or a combination of the foregoing. The determinations required to be made by the City Manager pursuant to this paragraph (e) shall be made prior to the execution of the Bond Purchase Contract and shall be set forth in an exhibit to said Bond Purchase Contract together with all of the other details of the Series 2016 Bonds required to be determined by the City Manager, The execution and delivery of the Bond Purchase Contract by the City Manager and the City Clerk shall be conclusive evidence of the City's approval of the determ€nations to be made by the City Manager pursuant to this paragraph (e). (f) insurance Policy and/or Credit Facility. in order to produce the lowest true interest cost possible for the Series 2016 Bonds or any portion thereof, the City Manager is hereby authorized to negotiate an Insurance Polley and/or Credit Facility with respect to any or all of the Series 2016 Bonds, If, after consultation with the Finance Director and, the Financial Advisor, the City Manager determines that obtaining such insurance Policy and/or Credit Facility is in the best interests of the City. The City is hereby authorized to provide for the payment of City ofMtaunt Page I File Id.16-00936 (Version 1) Printed Cn:740I16 any premium on such Insurance Policy andlor costs of the Credit Facility from the proceeds of the issuance of the Series 2016 Bonds and to enter into such agreements as may be necessary to secure such Insurance Policy and/or Credit Facility, respectively, with the City Manager's execution of any such agreement(s) to be conclusive evidence of the Clty'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 agreement(s). (g) Approval of Paying Agent and Bond Registrar Agreement' Designation of Paying Agent and Bond Registrar. The execution and delivery of the Paying Agent and Bond Registrar Agreement is hereby authorized and approved. The City Commission hereby authorizes and directs the City Manager to negotiate and determine the final provisions of the Paying Agent and Bond Registrar Agreement, in a form acceptable to the City Attorney; Bond Counsel, and the Finance Director. The City Manager is hereby authorized to negotiate, execute and the City Clerk is hereby authorized to attest to, seal and deliver the Paying Agent and Bond Registrar Agreement, 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, Bond Counsel, and the Finance Director. The execution, attestation and delivery of the Paying Agent and Bond Registrar Agreement, as described herein, shall be conclusive evidence of the City's approval of any such determinations, changes, insertions, omissions or filling in of blanks. U.S. Bank National Association is hereby designated to serve as Paying Agent and as Bond Registrar for the Series 2016 Bonds under this Series Resolution. (h) Findings Regarding Negotiated Safe, (1) In accordance with Section 218.385, Florida Statutes, the City hereby finds, determines and declares, based upon the advice of its Financial Advisor for the Series 2016 Bonds, that a negotiated sale of the Series 2016 Bonds is in the best interests of the City for the following reasons: (i) The structure, timing and preference sale type of a limited public offerirg for the issuance of the Series 2016 Bonds require extensive planning and pre -marketing, and it is not practical for the City, the Financial Advisor and the Underwriters to engage in such planning and pre -marketing within the time constraints and uncertainties inherent within a competitive bidding process; (ii) The Designated Revenues consist of multiple revenue sources which require extensive planning and explanation to the market; (iii The vagaries of the current and near future municipal bond market demand that the Underwriters have the maximum time and flexibility to price and market the Series 2016 Bonds, In order to obtain the most favorable interest rates available; (iv) The Designated Revenues consist of multiple revenue sources which require extensive planning and explanation to the market and which must continue in accordance with the requirements of the Original Resolution; and (v) The structure and timing of the related redemptions of the Refunded Bonds require extensive planning. (2) It is in the best Interest of the City and its citizens to offer and sell the Series 2016 Bonds to Qualified Institutional Buyers and subject to the restrictions on transfer described in this Series Resolution. City of Miami Page 12 File Id.16-00936 (Version 1) Primed On, 7/20/16 (3) it is in the best interest of the City and its citizens to issue the Series 2016 Bonds to effectuate interest rate savings. (i) Award. The Clty Commission hereby authorizes the City Manager to negotiate and approve the Bond Purchase Contract, in a form acceptable to the City Attorney, the Finance Director, the Financial Advisor, and Bond Counsel, with such variations, omissions and insertions as may be necessary to evidence the final terms of the Series 2016 Bonds. Upon compliance by the Underwriters with the requirements of Section 218.385(6) and Section 267.1133, Florida Statutes, the City Manager is authorized to finalize the terms of and execute the Bond Purchase Contract; and to deliver said Bond Purchase Contract to the senior manager, as representative, on behalf of itself and the other co -managers. The City hereby approves the negotiated sale of the Series 2016 Bonds to the Underwriters upon the terms and conditions set forth herein and as to be set forth in the Bond Purchase Contract to be negotiated by the City Manager. The City hereby authorizes and directs the City Manager to negotiate and determine the final provisions of the Bond Purchase Contract, within the parameters for the Series 2016 Bonds set forth In Section 201 of this Series Resolution, in a form acceptable to the City Attorney, the Finance Director, the Financial Advisor, and Bond Counsel, and authorizes and directs the City Manager to execute and the City Clerk to attest to, seal and deliver the Bond Purchase Contract, 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 Clty Attorney, the Finance Director, the Financial Advisor, and Bond Counsel. The execution, attestation and delivery of the Bond Purchase Contract by the City Manager and the City Clerk shall be conclusive evidence of the City's approval of any such determinations, changes, insertions, omissions or filling in of blanks, (j) Approval of Initial Draft Preliminary Limited Offering Memorandum and Limited Offering Memorandum. The use and distribution by the Underwriters of the Preliminary Limited Offering Memorandum in connection with the marketing of the Series 2016 Bonds to Qualified Institutional Buyers, in the initial draft form presented to the City Commission at this meeting, and the initial draft form of which is attached hereto as Exhibit °B", is hereby approved and the City Manager is authorized to update, finalize, and distribute such Preliminary Limited Offering Memorandum, in a form acceptable to the City Attorney, the Finance Director, Bond Counsel, and Disclosure Counsel, with the permitted updates and permitted omissions, is deemed 'final" for purposes of the Rule, •subsection (b)(1). The City Manager and the Finance director are authorized and directed to update, finalize, execute and deliver a final Limited Offering Memorandum, in a form acceptable to the City Attorney, Bond Counsel, and Disclosure Counsel, In the name and on behalf of the City, and thereupon to cause such limited Offering Memorandum to be delivered to the Underwriters within seven (7) Business Days of the execution of the Bond Purchase Contract, with such variations, omissions and Insertions as may be determined by the City Manager after consultation with the Financial Advisor, the Finance Director, the City Attorney, Disclosure Counsel, and Bond Counsel, The use and distribution of a final Limited Offering Memorandum in substantially the form of the Preliminary Limited Offering Memorandum, and with such updates, terms and provisions as modified to incorporate the final terms of the sale of the Series 2016 Bonds, subject to such changes, modifications, deletions and additions as the City Manager, upon the advice of the Finance Director, the City Attorney, Disclosure Counsel, and Bond Counsel may deem necessary and appropriate, the execution of the final Limited Offering Memorandum for and on behalf of the Clty by the City Manager and the Finance Director being conclusive evidence of the City's approval of any such changes. City oildiarai Page 13 File Id,16-00936 (version 1} Primed On:7/20/16 The Series 2016 Bonds shall be offered and sold only to purchasers reasonably believed by the Underwriters to be Qualified institutional Buyers, and each Initial purchaser of Series 2016 Bonds (for this purpose excluding the Underwriters, but including all persons purchasing Series 2016 Bonds in the Initial offering through the Underwriters) shall execute and deliver an investor letter substantially in the form set forth as an exhibit to the Bond Purchase Contract. (k) Continuing Disclosure Agreement, In order to implement the continuing disclosure covenants contained in Section 608 of the Original Resolution with respect to the Series 2016 Bonds, the City Commission hereby authorizes and directs the City Manager to negotiate and execute and the City Clerk to attest to, seal and deliver the Disclosure Dissemination Agent Agreement (the "Continuing Disclosure Agreement"), in a final form acceptable to the City Attorney, the Finance Director, Bond Counsel, and Disclosure Counsel, 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, the Finance Director, Disclosure Counsel, and Bond Counsel. The execution, attestation and delivery of the Continuing Disclosure Agreement by the City Manager and the City Clerk shall be conclusive evidence of the Clty's approval of any such determinations, changes, insertions,. omissions or filling in of blanks. Digital Assurance Certification, LLC ("DAC") is hereby appointed as the initial Dissemination Agent under the Continuing Disclosure Agreement. (I) Approval of Escrow Deposit Agreement: Desionation of Escrow Agent; Redemption of Refunded Bonds: Designation of Verification Agent. (1) The execution and delivery of the Escrow Deposit Agreement is hereby authorized and approved, The City Commission hereby authorizes and directs the City Manager to negotiate and determine the final provisions of the Escrow Deposit Agreement, in a form acceptable to the City Attorney, the Finance Director, and Bond Counsel, The City Manager Is hereby authorized to negotiate and execute and the City Clerk is hereby authorized to attest to, seal and deliver the Escrow Deposit Agreement, subject to such changes, insertions and omissions and such filling In of blanks therein as hereafter may be approved and niade by the City Manager upon the advice of the City Attorney, the Finance Director, and Bond Counsel. The execution, attestation and delivery of the Escrow Deposit 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. (2) U.S, Bank National Association Is hereby designated to serve as Escrow Agent for the Refunded Bonds under this Series Resolution. (3) The City hereby irrevocably elects, effective upon and only upon the issuance of the Series 2016 Bonds, that the Refunded Bonds shall be defeased and called for redemption in accordance with the [Refunding Plan] in the Preliminary Limited Offering Memorandum. (4) The paying agent for the Refunded Bonds is hereby authorized to provide written notice of such redemption to the registered owners of such Refunded Bonds and to any bondholder whose name and address are on file with the paying agent, The Escrow Agent is hereby authorized and directed to publish a notice of redemption, if required. (5) The City Manager, Bond Counsel and/or Escrow Agent are authorized to subscribe for United States Treasury Obligations — State and Local Government Series or to arrange for the purchase, from funds available for such purpose pursuant to the terms hereof, of other United States Treasury obligations or obligations fully guaranteed by the United States of America to the extent necessary to accomplish the defeasance and refunding of the Refunded Bonds. ClGy of Miami .Page 14 - File Id:16-00936 (Version 1) Printed On; 712a/i 6 (6) Simultaneously with the delivery of the Series 2016 Bonds, all amounts in the Principal Account and the Interest Account in the Debt Service Fund allocable to the Refunded Bonds, shall be transferred to the respective escrow accounts for deposit in accordance with the provisions of the Escrow Deposit Agreement.. (7) Robert Thomas CPA Is hereby designated to serve as verification agent with respect to the defeasance and refunding of the Refunded Bonds, (m) Use of Proceeds of Series 2016 Bonds. The proceeds received from the sale of the Series 2016 Bonds herein authorized shall be applied, withdrawn and transferred, as applicable, for the purposes stated in and In a manner consistent with the Sources and Uses of Funds section of the final Limited Offering Memorandum for the Series. 2016 Bonds. The speck amounts to be deposited in the funds and accounts established by this Series Resolution for the Series 2016 Bonds shall be set forth in a certificate to be delivered by the Finance Director simultaneously with the delivery of the Series 2016 Bonds, (n) Book-Entry Only System. The. Series 2016 Bonds are to be Issued as uncerti#icated securities, pursuant to the book -entry only system maintained by The Depository Trust Company of New York, New York ("DTC"), subject to the terms and provisions of Section 213 of the Original Resolution. Upon initial issuance of the Series 2016 Bonds, and until the Series 2016 Bonds are no longer maintained through DTC's book -entry only system, the Registered Owner of all the Series 2016 Bonds shall be, and the Series 2016 Bonds shall be registered In the name of, Cede & Co., as nominee of DTC. The Series 2016 Bonds shall be initially issued in the form of separate single typewritten Bonds for each maturity of Series 2016 Bonds. Section 202 Form of Series 2016 Bonds. All definitive Series 2016 Bonds are issuabie as fully registered Series 2016 Bonds in substantially the form set forth in Exhibit "A" hereto, and in denominations as set forth herein. All Series 2016 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 of any securities exchange on which the Series 2016 Bonds may be listed or any usage or requirement of law with respect thereto. Every Series 2016 Bond authenticated and delivered under this Series Resolution, including any issued upon transfer, exchange or replacement of such Series 2016 Bond, shall be issued and delivered only to Qualified Institutional Buyers, and each Series 2016 Bond shall bear on it face a legend stating such restriction in substantially the following form: THIS BOND IS SUBJECT TO TRANSFER RESTRICTIONS, THE IN[TiAL PURCHASER HEREOF AND ANY SUBSEQUENT TRANSFEREE, BY PURCHASING THIS BOND, AGREES FOR THE BENEFIT OF THE CITY OF MIAMI, FLORIDA, THAT THIS BOND MAY BE TRANSFERRED, RESOLD OR ASSIGNED ONLY TO ANOTHER QUALIFIED INSTITUTIONAL BUYER. NOTWITHSTANDING ANYTHING IN THE RESOLUTION OR THIS BOND TO THE CONTRARY, NO TRANSFER, RESALE OR ASSIGNMENT OF THIS BOND SHALL BE EFFECTIVE UNLESS THE TRANSFER, RESALE OR ASSIGNMENT OF THIS BOND IS TO ANY PURCHASER, TRANSFEREE, ASSIGNEE OR PARTICIPANT THAT IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A PROMULGAED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. ANY TRANSFER, RESALE OR ASSIGNMENT OR OTHER DISPOSIT[ON OF THIS BOND, OR ANY PARTICIPATION HEREIN, SHALL BE City ofMiamt Page 15 Fite let 16-00936 (Version .1)Printed On,7i20/16 IN EACH CASE ONLY IN A MANNER THAT DOES NOT VIOLATE THE SECURITIES ACT OF 1933, AS AMENDED, AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER, OF ANY APPLICABLE STATE SECURITIES LAWS. THIS BOND SHALL BE ISSUED AND SOLD, AND MAY ONLY BE TRANSFERRED, IN DENOMINATIONS OF $100,000 OR ANY INTEGRAL MULTIPLE OF $5,000 IN EXCESS OF $100,000. Section 203 Authentication of Series 2016 Bonds, Only such Series 2016 Bonds as shall have endorsed thereon a certificate of authentication duly executed by the Bond Registrar shall be entitled to any benefit or security under this Series Resolution. No Bond shall be valid or obligatory for any purpose unless and until such certificate of authentication on the Series 2016 Bond shall have been duly executed by the Bond Registrar, and such certificate of the Bond Registrar upon any such Series 2016 Bond shall be conclusive evidence that such Series 2016 Bond has been duly authenticated and delivered under this Series Resolution. The Bond Registrar's certificate of authentication on any Series 2016 Bond shall be deemed to have been duly executed if signed by an authorized signatory of the Bond Registrar, but it shall not be necessary that the same signatory sign the certificate of authentication on all of the Series 2016 Bonds that may be issued hereunder at any one time. Section 204 Exchange of Series 2016 Bonds, Series 2016 Bonds, upon surrender thereof at the designated office of the Bond Registrar; together with an assignment duty executed by the Holder or such Holder's attorney or legal representative in such form as shah be satisfactory to the Bond Registrar, may, at the option of the Holder thereof, be exchanged for an equal aggregate principal amount of Series 2016 Bonds of the same maturity, of any denomination or denominations authorized by this Series Resolution and bearing interest at the same rate as the registered Series 2016 Bonds surrendered for exchange. Section 205 Registration of Transfer of Series 2016 Bonds, The Bond Registrar shall keep books for the registration, exchange and registration of transfer of Series 2016 Bonds as provided In this Series Resolution, The Bond Registrar shall evidence acceptance of the duties, obligations and responsibilities of Bond Registrar by execution of the certificate of authentication on the Series 2016 Bonds. The Series 2016 Bonds .shall be transferable by the Holder thereof in person or by his attorney duly authorized in writing only to a Qualified Institutional Buyer. The transfer .of any Series 2016 Bond may be registered only upon the books kept for the registration of transfer of Series 2016 Bonds upon surrender of such Series 2016 Bond to the Bond Registrar, together with an assignment duly executed by the Holder or such Holder's attorney or legal representative in such foul as shall be satisfactory to the Bond Registrar. Upon any such exchange or registration of transfer, the City shall execute (In the manner provided in Section 203 hereof) and the Bond Registrar shall authenticate and deliver in exchange for such Series 2016 Bond a new registered Series 2016 Bond or Series 2016 Bonds, registered in the name of the transferee (which must be a Qualified Institutional Buyer), of any denomination or denominations authorized by this Series Resolution, in the aggregate principal amount equal to the principal amount of such Series 2016 Bond surrendered, of the same maturity and bearing interest at the same rate. In all cases in which Bonds shall be exchanged or the transfer of Series 2016 Bonds shall be registered hereunder, the City shall execute (in the manner provided in Section 203 hereof) and the Bond Registrar shall authenticate and deliver at the earliest practicable time Bonds in accordance with the provisions of this Series Resolution. All Bonds surrendered in any City ofMiami Page 16 File Id:16.00936 (Version 1) Printed On. 7/20/16 such exchange or registration of transfer shall forthwith be cancelled by the Bond Registrar. No service charge shall be made for any registration of transfer or exchange of Series 2016 Bonds, but the City and the Bond Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Series 2016 Bonds, The Bond Registrar shall not be required (I) to register the transfer of or to exchange Series 2016 Bonds during a period beginning at the opening of business fifteen (15) days before the day of mailing of a notice of redemption of Series 2016 Bonds under this Series Resolution and ending at the close of business on the day of such malting or (ii) to register the transfer of or to exchange any Series 2016 Bond so selected for redemption in whole or in part. Section 206 Ownership of Series 2016 Bonds. The City, any Paying Agent and the Bond Registrar, and any other agent of the City, may treat the person In whose name any Series 2016 Bond is registered on the books of the City kept by the Bond Registrar pursuant to Section 205 hereof as the Holder of such Series 2016 Bond for the purpose of receiving payment of principal of, redemption premium, if any, and Interest on such Series 2016 Bond, and for all other purposes whatsoever, whether such Series 2016 Bond be overdue, and, to the extent permitted by law, neither the City, any Paying Agent, the Bond Registrar nor any such agent shall be affected by any notice to the contrary. Section 207 Temporary Series 2016 Bonds, Until definitive Series 2016 Bonds are ready for delivery, .there may be executed, and upon request of the City, the Bond Registrar shall authenticate and deliver, in lieu of definitive Series 2016 Bonds and subject to the same limitations and conditions, typewritten, printed, engraved or lithographed temporary Series 201E Bonds, in the form of fully registered Series 2016 Bonds, substantially of the tenor of the Series 2016 Bonds set forth in this Series Resolution and with such appropriate omissions, insertions and variations as may be required. Until definitive Series 2016 Bonds are ready for delivery, any temporary Series 2016 Bond, if so provided by the City by resolution, may be exchanged at the designated corporate trust office of the Bond Registrar, without charge to the Holder thereof, for an equal aggregate principal amount of temporary fully registered Series 2016 Bonds of authorized denominations, of like tenor, of the same maturity and bearing interest at the same rate. If temporary Series 2016 Bonds shall be Issued, the City shall cause the definitive Series 2016 Bonds to be prepared and to be executed and delivered to the Bond Registrar, and the Bond Registrar, upon presentation to it at its designated office of any temporary Series 2016 Bond, shall cancel the same and authenticate and deliver in exchange therefor at the place designated by the Holder, without charge to the Holder thereof, a definitive Series 2016 Bond or Series 2016 Bonds of an equal aggregate principal amount, of the same maturity and bearing interest at the same rate as the temporary Series 2016 Bond surrendered. Until so exchanged, the temporary Series 2016 Bonds shall in all respects be entitled to the same benefit and security of the Resolution as the definitive Series 2016 Bonds to be issued and authenticated hereunder. Section 208 Mutilated, Destroyed, Stolen or Lost Bonds. In case any Series 2016 Bond secured hereby shall become mutilated or be destroyed, stolen or lost, the City shall cause to be executed, and the Bond Registrar shall authenticate and deliver, a new Series 2016 Bond of like date and tenor in exchange and substitution for such mutilated Series 2016 Bond or in lieu of and In substitution for such Series 2016 Bond destroyed, stolen or lost, and the Holder shall pay the reasonable expenses and charges of the City and the Bond Registrar in City of Miami Page 17 File .1d:16.00936 (Version 1} Printed On:7/20/16 connection therewith and, in case of a Series 2016 Bond destroyed, stolen or lost, the Holder shall file with the Bond Registrar evidence satisfactory to it and to the City that such Series 2016 Bond was destroyed, stolen or lost, and of such Holder's ownership thereof, and shall furnish the City and the Bond Registrar indemnity satisfactory to them. Every Series 2016 Bond issued pursuant to the provisions of this Section in exchange or substitution for any Series 2016 Bond that is mutilated, destroyed, stolen or lost shall constitute an additional contractual obligation of the City, whether the destroyed, stolen or lost Series 2016 Bond shall be found at any time, or be enforceable by anyone, and shall be entitled to all the benefits hereof equally and proportionately with any and all other Series 2016 Bonds duly Issued under this Series Resolution. Alf Series 2016 Bonds shall be held and owned upon the express condition that the foregoing provisions are exclusive with respect to the replacement or payment of mutilated, destroyed, stolen or lost Series 2016 Bonds, and shall preclude any and afl other rights or remedies, notwithstanding any law or statute existing or hereafter enacted to the contrary with respect to the replacement or payment of negotiable instruments or other securities without their surrender. [End of Article 11] City of Mama Page 18 Fite id;16-00936 frierstan 1) Printed ©n; 7/20/16 ARTICLE -Ill SECURITY, SPECIAL FUNDS AND APPLICATION THEREOF Section 301 Series 2016 Bonds not to be Indebtedness of City. The Series 2016 Bonds shall not be or constitute general obligations or Indebtedness of the City as "bonds° within the meaning of any constitutional or statutory provision, but shall be special obligations of the City, payable solely from and secured by a lien upon and pledge of the Designated Revenues In accordance with the terms of this Series Resolution and the Original Resolution, No Holder of any Series 2016 Bond or any Credit Bank or any Insurer shall ever have the right to compel the exercise of the ad valorem taxing power of the City to pay such Series 2016 Bond or be entitled to payment of such Series 2016 Bond from any moneys or property of the City except the Designated Revenues in the manner provided herein and in the Original Resolution. Section 302 Security for Series 2016 Bonds. The payment of the Principal of or redemption premium, if applicable, and Interest on the Series 2016 Bonds shall be secured forthwith equally and ratably by a pledge of and prior lien upon the Designated Revenues. The Designated Revenues shall be subject to the lien of this pledge immediately upon the Issuance and delivery of the Series 2016 Bonds, without any physical delivery by the City of the Designated Revenues or further act, and the lien of thls pledge shall be valid and binding as against all parties having claims of any kind against the City, in tort, contract or othennise. The City does hereby irrevocably pledge the Designated Revenues to the payment of the Principal of or redemption premium, if any, and interest (with respect to Current Interest Bonds) on the Series 2016 Bonds in the manner provided In this Series Resolution and the Original Resolution. The Series 2016 Bonds are payable from the Designated Revenues on a parity, equally and ratably, with the Parity Obligations. Section 303 Additional Security. Anything herein to the contrary notwithstanding, however, the City may cruse the Series 2016 Bondsto be payable from and secured by a Credit Facility or Insurance Policy not applicable to any one or more other Series of Bonds, as shall be determined by the City Manager in accordance with Section 201(f) hereof, In addition to the security of the Designated Revenues provided herein. Section 304 Application of Provisions of Original Resolution, The Series 2016 Bonds shall for all purposes be considered to be Refunding Bonds Issued under the authority of Section 210 of the original Resolution and shall be in all respects entitled to all the protection and security provided in and by the Original Resolution for Outstanding Bonds. The covenants and agreements set forth in the Original Resolution to be performed by the City shall be for equal benefit, protection and security of the Holders of all Outstanding Bonds, and the Series 2016 Bonds shall be of equal rank with all other Bonds Outstanding under the Resolution, without preference, priority or distinction over any other Outstanding Bond, including the Parity Obligations, as provided In the Resolution. Section 305 Series 2016 Reserve Account. There is hereby created within the Reserve Fund the "Series 2016 Reserve Account" (the "Series 2016 Reserve Account") into which the Series Reserve Fund Requirement for the Series 2016 Bonds shall be maintained in accordance with the provisions of this Series Resolution and the Original Resolution. in the event the City Manager determines that the Series Reserve Fund Requirement shall equal zero, then the Series 2016 Reserve Account shall not be required to be maintained hereunder. City of Miami Page 19 File Id:16-00936 (Version 1) Printed Ors.7/20/16 [End of Article Ill] City ofitifiana Page 20 File lel:16-0093o (Version 1) Printed On:7120/16 ARTICLE IV MISCELLANEOUS PROVISIONS Section 401 Tax Covenants. With respect to any Series 2016 Bonds for which the City intends on the date of issuance thereof for the interest thereon to be excluded from gross income for purposes of federal income taxation: (a) The City shall not use or permit the use of any proceeds of the Series 2016 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 amounts received by the City with respect to the Series 2016 Bonds in any manner, and shall not take or permit to be taken any other action or actions, which would cause any such Series 2016 Bonds to be a "private activity bond" 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 Code, or otherwise cause interest on such Series 2016 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 Series Resolution and the Original Resolution which are necessary or desirable in order to ensure that Interest paid on such Series 2016 Bonds will be .excluded from gross income for purposes of federal income taxes and shall take no action 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, Section 402 Parties Who Have Rights under Resolution. Except as herein otherwise expressly provided, nothing in this Series Resolution, express .or implied, is intended or shall be construed to confer upon any person, firm or corporation, other than the Holders, any right, remedy or claim, legal orequitable, under or by reason of this Series Resolution or any provision hereof, this Series Resolution .and all its provisions being intended to be -and being for the sole and exclusive benefit of the Holders. Section 403 )`ffect of Partial Invalidity. In case any one or more of the provisions of this Series Resolution or of the Series 2016 Bonds shall for any reason be held to be illegal or invalid, such illegality or invalidity shall not affect any other provisions of this Series Resolution or the Series 2016 Bonds, Section 404 Florida Law Controls. This Resolution is enacted with the intent that it shall be interpreted and construed in accordance with the laws of the State. Section 405 No Recourse Against Members Officers or Employees of City. No recourse under or upon any statement, obligation, covenant, or agreement contained in the Original Resolution or this Series Resolution, or in any Series 2016 Bond hereby secured, or in any other Series Resolution, or In any document or certification whatsoever, or under any judgment obtained against the City, or by the enforcement of any assessment, or by any legal or equitable proceeding by virtue of any constitutional provision or statute or otherwise or under any circumstances, shall be had against any member of the City Commission, or any officer or employee or agent of the City, as such, either directly or through the City or otherwise, for the payment for or to the City or any receiver thereof, or for or to any Holder or otherwise, of any sum that may be due and unpaid upon any such Series 2016 Bond. Any and all personal liability of every nature, whether at common law or In equity or by statute or by constitution or otherwise, of any such member of the City Commission, or any officer or employee, as such, to respond by reason of any act or omission on his/her part or otherwise, for the payment for or to the City or any receiver thereof, or for or to any Holder or otherwise, of any sum that may Clly afMlami Page 21 - Fife Id,16.00936 (Version 1) Primed On:7/20/16 remain due and unpaid upon the Series 2016 Bonds hereby secured or any of them, is hereby expressly waived and released as an express condition of, and in consideration for, the enactment .of this Series Resolution and the issuance of the Series 2016 Bonds. Section 406 Expenses Payable under Resolution. All expenses incurred in carrying out the Original Resolution and this Series Resolution shall be payable solely from funds derived by the City from Designated Revenues. Anything in the Original Resolution or this Series Resolution to the contrary notwithstanding, the performance by the City of all duties and obligations imposed upon it hereby, the exercise by it of all powers granted to it hereunder, the carrying out of all covenants, agreements and promises made by it hereunder, and the liability of the City for all warranties and other covenants herein shall be limited solely to the City, and from the Designated Revenues and the moneys attributable to the proceeds of Series 2016 Bonds, or the income from the temporary investment thereof; and, to the extent herein, the City shall not be required to effectuate any of its duties, obligations, powers or covenants except from, and to the extent of, such moneys, revenues, proceeds, and payments, Section 407 Payments Due on Sundays and Holidays. In any case where the date of maturity of Interest on or Principal of the Series 2016 Bonds or the date fixed for redemption of any Series 2016 Bonds shall be a Sunday or a legal holiday or not a Business Day, then payment •of interest or principal and redemption premium, if any, need not be made on such date but may be made on the next succeeding Business Day with the same force and effect as If made on the date of maturity or the date fixed for redemption or the Interest Payment Date and no interest) on such payment shall accrue for the period after such date. Section 408 Headings. Any heading preceding the text of the several articles and sections hereof, and any table of contents or marginal notes appended to copies hereof, shall be solely for convenience of reference and shall not constitute a part of this Series Resolution, nor shall they affect its meaning, construction or effect. Section 409 Further Authority, The officers of the City, members of the City Commission and other agents or employees of the City are hereby authorized to do all acts and things required of them by this Series Resolution for the full, punctual and complete performance of all of the terms, covenants and agreements contained in the Series 2016 Bonds, the Bond Purchase Contract, this Series Resolution, the Escrow Deposit Agreement and in the Continuing Disclosure Agreement, Section 410 Repeal of inconsistent Resolutions. All resolutions or parts of resolutions `in conflict herewith are hereby repealed to the extent of such conflict. Section 411 Effective Date. This Resolution shall take effect upon its adoption and signature of the Mayor. {1} City ofMiami Page 22 File Id:16-00936 (Version 1) Printed On:7/20/16 APPROVED AS TO FORM AND CORRECTNESS: VICTORIA IVIENDEZ 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. [End of Article IVJ City ofMiaini Page 23 - - File Id:16-00936 (Version 1) Printed On,7120/16 EXHIBIT "A" FORM OF SERIES 2016 BOND THIS BOND IS SUBJECT TO TRANSFER RESTRICTIONS, THE INITIAL PURCHASER HEREOF AND ANY SUBSEQUENT TRANSFEREE, BY PURCHASING TI-IIS BOND, AGREES FOR THE BENEFIT OF THE CITY OF MIAMI, FLORIDA, THAT THIS BOND MAY BE TRANSFERRED, RESOLD OR ASSIGNED ONLY TO ANOTHER QUALIFIED INSTITUTIONAL BUYER, NOTWITHSTANDING ANYTHING IN THE RESOLUTION OR THIS BOND TO THE CONTRARY, NO TRANSFER, RESALE OR ASSIGNMENT OF THIS BOND SHALL BE EFFECTIVE UNLESS THE TRANSFER, RESALE OR ASSIGNMENT OF THIS BOND IS TO ANY PURCHASER, TRANSFEREE, ASSIGNEE OR PARTICIPANT THAT IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, ANY TRANSFER, RESALE OR ASSIGNMENT OR OTHER DISPOSITION OF THIS BOND, OR ANY PARTICIPATION HEREIN, SHALL BE IN EACH CASE ONLY IN A MANNER THAT DOES NOT VIOLATE THE SECURITIES ACT OF 1933, AS AMENDED, AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER, OF ANY APPLICABLE STATE SECURITIES LAWS. THIS BOND SHALL BE ISSUED AND SOLD, AND MAY ONLY BE TRANSFERRED, IN DENOMINATIONS OF $100,000 OR ANY INTEGRAL MULTIPLE OF $5,000 IN EXCESS OF $100,000. UNITED STATES OF AMERICA STATE OF FLORIDA CITY OF MIAMI, FLORIDA SPECIAL OBLIGATION REFUNDING BONDS, SERIES 2016 (STREET AND SIDEWALK IMPROVEMENT BONDS) No. Interest Rate Maturity Date 0/0 Registered Owner: Original Issue Date CUSIP No. Principal Amount: Dollars City of Miami, Florida (the "City"), for value received, promises to pay, but solely from the sources and in the manner hereinafter provided, to the Registered Owner named above, or registered assigns, on the Maturity Date set forth above (or earlier as hereinafter referred to) upon presentation and surrender hereof, at the principal corporate trust office of , as Bond Registrar and Paying Agent, in the city of Florida, ar Its successors (the "Bend Registrar" and "Paying Agent") the Principal Amount set forth above in any coin or currency of the United States of America which on the date of payment thereof is legal tender for the payment of public and private debts, and to pay in like coin or currency interest on said Principal Amount on each January 1 and July 1, commencing (each an "Interest Payment Date"), solely from such sources provided In the Resolution described herein, from the Interest Payment Date next preceding the date an which this Bond is authenticated unless It is (i) authenticated on an interest Payment Date, In which event from such date, or (ii) authenticated before the first Interest Payment Date, in which event from its Original issue Date, at the Interest Rate set forth above until the Principal Amount hereof Is paid. The interest so payable and punctually paid or duly provided for on any Interest Payment Date, as provided in the Resolution hereinafter referred to, will be paid by check mailed to the person in whose name this Bond (or one or more Predecessor Bonds, as defined in the Resolution) is registered at the close of business on the fifteenth (15th) day of the month next preceding such Interest Payment Date; provided, however, that any registered owner of Bonds In an aggregate principal amount of at least $1,000,000 shall be entitled to have interest paid by wire transfer pursuant to the provisions of the Resolution, This Bond is o.ne of a duly authorized series of special obligation bonds of the City, designated "Special Obligation Refunding Bonds, Series 2016 (the "Bonds"), issued in the aggregate principal amount of $ under Resolution No, 07-0586 adopted by the City on October 11, 2007, as supplemented by Resolution No. adopted by the City on 2016 (collectively, the "Resolution"), as the same may be supplemented and amended from time to time. The Bonds are being Issued to provide funds to refund [certain Series 2007 Bonds and Series 2009 Bonds] and pay costs of issuance of the Bonds. Capitalized terms not otherwise defined herein shall have the meaning ascribed to such terms In the Resolution. The Bonds are limited obligations of the City payable solely from the Designated Revenues (hereinafter referred to). Neither the faith and credit of the State of Florida nor the faith and credit of any agency or political subdivision thereof or of the City are pledged to the payment of the principal of or the interest or redemption premium, if any, on this Bond. The issuance of this Bond shall not directly or indirectly or contingently obligate the State of Florida or any agency or political subdivision thereof or the City to levy any taxes whatever therefor or to make any appropriation for their payment except from the funds pledged therefor, ADDITIONAL PROVISIONS OF THIS BOND ARE SET FORTH ON THE REVERSE HEREOF AND SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS THOUGH SET FORTH HERE. IN WITNESS WHEREOF, the City of Miami, Merida has caused this Band to be executed with the [manual] [facsimile] signature of the City Manager and attested by its City Clerk and [a facsimile of] its official seal to be [impressed] [Imprinted] hereon and this Bond to be dated this day of , 2016. [SEAL] CITY OF MIAMI, FLORIDA, a municipal corporation By: [Manual or Facsimile Signature] Approved as to Form City Manager and Correctness ATTEST: By: [Manual or Facsimile Signature] City Attorney City Clerk CERTIFICATE OF AUTHENTICATION This Bond is a bond Issued under the provisions of the within -mentioned Resolution. , Bond Registrar Date of authentication: By: Authorized Signatory [Form of Reverse of Bonds] To secure the Bonds, the City has irrevocably pledged the Designated Revenues under the Resolution. The Designated Revenues consist of (a)(I) the City's portion of the Local Option Gas Taxes, (ii) eighty percent (s0%) of the City's portion of the Transportation Surtax, (Ill) twenty percent (20%) of the City's Parking Surcharge and (iv) all investment income realized by reason of the investment of moneys on deposit or credited to the Debt Service Fund whether such Investment income is deposited or credited to the Designated Revenues Fund or remains in the Account in the Debt Service Fund where earned (any fees, commissions or charges established pursuant to the laws of Florida or ordinances or administrative orders of the City or County which replace any of the items mentioned in clause (I), (ii) or (lii) shall be included in the definition of Designated Revenues), and (b) all moneys and investments, including investment earnings thereon, held for the credit of the funds, accounts and subaccounts established under the Resolution or any Series Resolution, other than the Rebate Fund and any accounts created thereunder. The City has full power and authority to pledge the Designated Revenues to the payment of the principal of, interest and redemption premium, if any, on the Bonds, Reference is made to the Resolution for a more complete statement of the provisions thereof and of the rights and duties of the City and the registered owners. Copies of the Resolution are on file and may be inspected at the office of the City Clerk. By the purchase and acceptance of this Bond, the Registered Owner hereof signifies assent to all of the provisions of the Resolution. This Bond is issued and the Resolution was enacted under and pursuant to the Constitution and laws of the State of Florida. The Bonds are issuable as fully registered Bonds In the denomination of $5,000 or any integral multiple thereof, At the principal corporate trust office of the Bond Registrar, in the manner and subject to the limitations and conditions provided in the Resolution, Bonds may be exchanged for an equal aggregate principal amount of Bonds of the same series and maturity, of any authorized denomination or denominations and bearing interest at the same rate. The transfer of this Bond is registrable by the Registered Owner hereof in person or by his/her attorney or legal representative at the principal corporate trust office of the Bond Registrar, but only in the manner and subject to the limitations and conditions provided in the Resolution and upon surrender and cancellation of this Bond, Upon any such registration of transfer, the City shall execute and the Bond Registrar shall authenticate and deliver in exchange for this Bond a new Bond or Bonds, registered in the name of the transferee (which must be a Qualified Institutional Buyer), of any authorized denomination or denominations in an aggregate principal amount equal to the principal amount of this Bond, of the same series and maturity and bearing interest at the same rate, Neither the City nor the Bond Registrar shall be required to make any exchange or registration of transfer of any Bond during the fifteen (15) days immediately preceding the date of the City's giving notice cf redemption or purchase or after such Bond has been selected for redemption or purchase, INSERT REDEMPTION PROVISIONS] At least thirty (30) days, but not more than sixty days (50) before the redemption date of any Bonds, whether such redemption is in whole or in part, the City shall cause a notice of any such redemption signed by the City to be mailed, first class, postage prepaid, to all registered owners of Bonds to be redeemed in whole or in part, but any defect in such notice or the failure so to mail any such notice to the registered owners of any Bond shall not affect the validity of the proceedings for the redemption of any other Bonds. On the date fixed for redemption, notice having been mailed in the manner provided in the Resolution and sufficient moneys having been deposited with the Paying Agent or other Depositary, the Bonds or poitions thereof called for redemption shall be due and payable at the redemption price provided therefor, plus accrued interest to such date. If a portion of this Bond shall be called for redemption a new Bond or Bonds in principal amount equal to the unredeemed portion hereof will be issued to the Registered Owner upon the surrender hereof. The owner of this Bond shall have no right to enforce the provisions of the Resolution or to institute action to enforce the covenants therein, or to take any action with respect to any event of default under the Resolution, or to institute, appear in or defend any suit or other proceeding with respect thereto, except as provided in the Resolution, The Resolution permits the Issuance of additional or refunding bonds secured on a parity with the Bonds upon compliance with the conditions contained therein. Modifications or alterations of the Resolution, or any resolution supplemental thereto, may be made only to the extent and in the circumstances permitted by the Resolution, This Bond Is issued with the intent that the laws of the State of Florida shall govern its construction. All acts, conditions and things required to happen, exist and be performed precedent to and in the issuance of this Bond have happened, exist and have been pertained as so required, This Bond shall not be valid or become obligatory for any purpose or be entitled to any benefit or security under the Resolution until it shalt have been authenticated by the execution by the Bond Registrar of the certificate of authentication endorsed hereon. [Form of Assignment] FOR VALUE RECEIVED, the undersigned hereby sells„ assigns and transfers unto [Please Print or Typewrite Name, Tax Identification Number and Address of Transferee] the within Bond, and al] rights thereunder, and hereby irrevocably constitutes and appoints , attorney to register the transfer of the within Bond on the books kept for registration thereof, with full power of substitution in the premises. Dated: NOTICE: The signature to this assignment must correspond with the name as it appears upon the face of the within bond In every particular, without alteration or any change whatever. EXHIBIT "B" INITIAL DRAFT OF PRELIMINARY LIMITED OFFERING MEMORANDUM o TitAitti PRELIMINARY LIMITED OFFERING MEMORANDUM DATED AUGUST_, 2016 NEW ISSUE— BOOK ENTRY ONLY Ratings: S&P: Moody's:.0 » Fitch: "_"^ (See "Ratings" herein) [Fond Counsel to provide tax language]. See "TAX AfA RS" herein. $ CITY OF MLAIV1I, FLORIDA SPECIAL OBLIGATION REFUNDING BONDS, SERIES 2016 (Street and Sidewalk Improvement Program) Dated: Date of Delivery Due: January 1, as shown on inside cover The $ ' City of Miami, Florida Special Obligation Refunding Bonds, Series 2016 (Street and Sidewalk Improvement Program) (the "Series 2016 Bonds") are being issued by the City of Miami, Florida (the "City") pursuant to the Constitution and laws of the State of Florida, including Chapter 166, Part Ft, Florida Statutes, the Charter of the City, and other applicable provisions of law (the "Act") and pursuant to Resolution No. R-07. 0586 adopted by the City Commission on October 11, 2007 (the "Original Resolution") and Resolution No. R-I6- adopted by the City Commission on , 2016 (the "Series 2016 Bonds Resolution," and together with the Original Resolution, the "Resolution"). The Series 2016 Bonds are being issued for the purpose of providing fundsl, together with other available moneys] to (i) refund {all] {a portion] of the City's .outstanding Special Obligation Bonds, Series 2007 (Street and Sidewalk Improvement Program) and a portion of the City's outstanding Special Obligation Bonds, Series 2009 (Street and Sidewalk Improvement Program) and (ii) pay the posts of issuance of the Series 2016 Bonds. This cover page contains certain information for quick reference only. It is not, and is not intended to be, a summary of the issue. Investors must read the entire Limited Offering Memorandum to obtain information needed for the malting of an informed investment decision, The Series 2016 Bonds are being Issued by the City as fully registered bonds, which initially will be registered in the name of Cede & Co., as nonunee of The Depository Trust Company, New York, New York ("DTC"), Individual purchases will be made in book -entry form only through Participants (defined herein) in denominations of $100,000 and integral multiples of $5,000 in excess of$100,000, Purchasers of the Series 2016 Bonds (the "Beneficial Owners") will not receive physical delivery of certificates. Transfers of ownership interests in the Series 2016 Bonds will be effected by the DTC book -entry system as described herein. As long as Cede & Co. is the registered owner as nominee of DTC, principal and interest payments will be made directly to such registered owner which will in turn remit such payments to the Participants (as defined herein) for subsequent disbursement to the Beneficial Owners, Interest on the Series 2016 Bonds is payable semi-annually on each January 1 and My 1, commencing January 1, 2017. Principal of, premium, if any, and interest on the Series 2016 Bonds will be payable by , as Paying Agent and Bond Registrar. Payment of the principal of, premium, if any, and interest, on the Series 2016 Bonds will .be secured by a lien upon and a pledge of (i) the proceeds of the Local Option Gas Taxes, (ii) eighty percent (80%) of the City's portion of the Transportation Surtax, (iii) twenty percent (20%) of the City's Parking Surcharge, (iv) such additional revenues as may be designated by a Series Resolution as Designated Revenues under the Resolution, and (v) all investment income realized by reason of the investment of moneys on deposit or oredited to the Debt Service Fund created by the Resolution, whether such investment income is deposited or credited to the Designated Revenues lkwd or remains in. the A000unt in the Debt Service Fund where earned, all as defined herein (collectively, the "Designated Revenues"). The Series 2016 Bonds do not constitute a general indebtedness of the City within the * Preliminary, subject to change. 010-823137a4/2/A,M ER I CAS meaning of any constitutional or statutory provision or limitation and the City is not obligated to levy any ad valorem tuxes or to make an appropriation for their payment except from the Designated Revenues to the extent provided in the Resolution, as described herein. Neither the full faith and credit nor the taxing power of the State of Florida or any political subdivision or agency thereof is pledged to the payment of the principal of, redemption premium, if any, and interest of the Series 2016 Bonds. Certain maturities of the Series 2016 Bonds are subject to optional redemption prior to their respective maturities and mandatory redemption, as described herein under "DESCRIPTION OF THE SERIES 2016 BONDS — Optional Redemption, and — Mandatory Redemption." See the inside cover page for maturities, principal amounts, interest rates, yields, prices and CUSIP nwnbers. THE SERIES 2016 BONDS INVOLVE A DEGREE OF RISK AND ARE NOT SUITABLE FOR. ALL INVESTORS. THE CITY AND THE UNDERWRITERS ARE O1.11 RING THE SERIES 2016 BONDS ONLY TO QUALIFIED INSTITUTIONALL BUYERS WITHIN THE MEANING OF SECURITIES AND EXCHANGE COMMISSION RULE 144A. ADDITIONALLY, THE UNDERWRITER INTENDS TO FURTHER LIMIT THE OFFERING OF THE SERIES 2016 BONDS TO NOT MORE THAN THIRTY.FIVE INVESTORS, ALL OF WHOM WILL BE SOPHISTICATED MUNICIPAL MARKET PROFESSIONALS WITHIN THE MEANING OF RULE..D-15 OF THE MUNICIPAL SEC1 RI FIES RULEMAXING BOARD. SEE* "DESCRIPTION OF THE SERIES 2016 BONDS — TRANSFER RESTRICTIONS" HEREIN. The Series 2016 Bonds are offered when, as, and te issued and received by the Underwriters, subject to the opinion on certain legal matters relating to their issuance by Bryant Miller Olive P.A., Miami, Florida, Bond Counsel. Certain legal matters will be passed upon for the City by Victoria Mendez, Esq., City Attorney, and by Squire Patton Boggs (US) LLP, Miami, Florida, Disclosure counsel to the City. Certain legal matters will be _passed upon for the Underwriters by . Public Financial Management, Inc„ Coral Gables, Florida is serving as Financial Advisor to the City. It is expected that the Series 2016 Bonds in definitive form will be available for delivery to the Underwriters in New York, New York at the facilities of DTC on or about August ,,, 2016. Jefferies i Wells Fargo Securities PVC Capital Markets ITC Estrada TRinojosa & Company, Inc. Dated: August 2016 010.82 3 r- 3784/2/AM E PI CAS CITY OF MI.AMI, FLORIDA SPECIAL OBLIGATION REFUNDING BONDS, SERIES 2016 (Street and Sidewalk Improvement Program) SERIES 2016 BONDS MATURITIES, PRINCIPAL AMOUNTS, INTEREST RATES, YIELDS, PRICES AND CUSIP NUMBERS $ SERIAL BONDS Maturity Principal Initial 1Jauuary 1) Amount Interest Rate Yield Price CUSIP Numbers` 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 $ TERM BONDS $ % Term Bond Due January 1, 20 Yield % Initial Cusip Number $ % Term Bond Due January 1, 20_ Yield % Init€al Cusip Number $ % Term Bond Due January 1, 20_ Yield % Initial Cusip Number Preliminary, subject to change, 1. Copyright 2016, American Bankers Association (the "AEA"). CUSIP data herein is provided by CUSIP Global Services, which is owned by the ABA and managed by S&P Global Marketing Intelligence. This data is not intended to create a data base and does not serve in any way as a substitute for the CUSIP services. The Issuer does not assume responsibility for the use of CUSIP numbers, nor is any representation made as to their correctness. The CUSIP numbers are included solely for the convenience of the readers of this Official Statement. 0 i.0-R 23 t-3784/2/A M Ea[CA S THE CITY OF MIAMI, FLORIDA 3500 Pan American Drive Miami, Florida 33133 MAYOR Tomas P. Regalado CITY COMMISSIONERS I(eon Hardeman, Chair Ken Russell, Vice Chair Frank Carollo Wilred° (Willy) Gort Francis Suarez CITY MANAGER Daniel J, Alfonso CITY CLERK Todd B. Hannon CITY ATTORNEY Victoria Mendez CIHEF FINANCIAL OFFICER Fernando Casarnayor FINANCE DIRECTOR Jose Fernandez BOND COUNSEL Bryant Miller Olive•P.A, Miami, Florida DISCLOSURE COUNSEL Squire Patton Boggs (US) LLP Miami, Florida FINANCIAL ADVISOR Public Financial Management, Inc. Coral Gables, Florida 010-8231-3734/2%AMERECAS No dealer, broker, salesman or other person has been authorized by the City or the Underwriters to give any information or to make any representations in connection with the Series 2016 Bonds, other than as contained in this Limited Offering Memorandum, and, if given or made, such information or representations must not be relied upon as having been authorized by the City. This Limited Offering Memorandum does not constitute an offer to sell or the solicitation of an offer to buy, nor will there be any sale of the Series 2016 Bonds by any person in any jurisdiction in which it is unlawful for such person to make such offer, solicitation of sale. The information set forth herein has been obtained from the City, DTC and other sources that are believed to be reliablo. The Underwriters listed on the cover page hereof have reviewed the information in this Limited Offering Memorandum in accordance with and as part of their responsibilities to investors - under the federal securities laws as applied to the facts and circumstances of this transaction, but the Underwriters do not guarantee the accuracy or completeness of such information. The information and expressions of opinion stated herein are subject to change, and neither the delivery of this Limited Offering Memorandum nor any sale made hereunder will create, under any circumstances, any implication that there has been no change in the matters described herein since the date hereof. LN CONNECTION ECTION WITH THIS OFFERING OF THE SERIES 2016 BONDS, TF1 UNDERWRITERS MAY OVERALLOT OR EFFECT TRANSACTIONS THAT STABILIZE OR MAINTAIN THE MARKET PRICE OF SUCH SERIES 2016 BONDS AT LEVELS ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET, SUCH STABILIZING, IF COMMMENCED, MAY BE DISCONTINUED AT ANY TIME, All summaries herein of documents and agreements are qualified in their entirety by reference to such documents and agreements, and all summaries herein of the Series 2016 Bonds are qualified in their entirety by reference to the form thereof included in the aforesaid documents and agreements. The Underwriters have provided the following sentence for inclusion in this Limited Offering Memorandum. The Underwriters have reviewed the information in this Limited Offering Memorandum in accordance with, and as part of their responsibility to investors under the federal securities law as applied to the facts and circumstances of this transaction, but the Underwriters do not guarantee the accuracy or completeness of such information. NO REGISTRATION STATEMENT RELATING TO THE SERIES 2016.BONDS HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION (THE "COMMISSION") OR WITH ANY STATE SECURITIES COMMISSION. IN MAKING ANY INVESTMENT DECISION, INVESTORS MUST RELY ON THEIR OWN EXAMINATIONS OF THE CITY AND THE TERMS OF TILE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED, THE SERIES 2016. BONDS HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE COMMISSION OR ANY STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. THE FOREGOING AUTHORITIES HAVE NOT PASSED UPON THE ACCURACY OR ADEQUACY OF THIS LIMITED OFFERING MEMORANDUM. ANY REPRESENTATION TO THE CONTRARY MAY BE A CRIMINAL OFFENSE. THIS LIMITED OFFERING MEMORANDUM WILL NOT CONSTITUTE A CONTRACT BETWEEN THE CITY OR THE UNDERWRITERS AND ANY ONE OR MORE HOLDERS OF THE SERIES 2016 BONDS. mis PRELIMINARY LIMITED OFFERING MEMORANDUM IS IN A FORM DEEMED FINAL BY THE CITY FOR PURPOSES OF RULE 15e2-12 PROMULGATED UNDER TIIL SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, EXCEPT FOR CERTAIN FINANCIAL INFORMATION PERMITTED TO BE OMITTED PURSUANT TO RULE15c2-12(b)(1). 610.8231.37s 4/2/A M ERICAS TABLE CONTENTS INTRODUCTION 1 PL.rRPOSE OF THE SERIES 2016 BONDS 3 PLAN OF REFUNDING 3 ESTIMATED SOURCES AND USES OF FUNDS.,.,, 5 DEBT SERVICE SCHEDULE 6 DESCRIPTION OF THE SERIES 2016 BONDS 6 General 6 Optional Redemption 7 Mandatory Redemption 7 Notice and Effect of Redemption 8 Book -Entry Only System 9 Registration, Transfer and Exchange 11 Transfer Restrictions 12 Replacement of Bonds Mutilated, Destroyed, Stolen or Lost 13 SECURITY AND SOURCES OF PAYMENT FOR THE SERIES 2016 BONDS 13 General 13 Limited Obligations 13 Bstablislnncnt of Funds and Accounts 13 Application of Pledged Funds 14 No Reserve Fund 17 Hedge Agreements 17 Issuance of Additional Bonds 17 Refunding Bonds 17 Current Economic Environment Impacts on Designated Revenues .... 18 Covenant as to Designated Revenues 18 LOCAL OPTION GAS TAXES 19 General 19 Collection and Distribution 19 First Levy 20 Second Levy 21 Eligibility 21 Historical Gasoline Sales in the County 22 TRANSPORTATION SURTAX 23 General. 23 Levy of Transit System Sales Surtax 23 Collection, Distribution and Uses 24 PARKING SURCHARGE 25 General 25 Levy of Parking Surcharge and Uses . 25 Collection 26 THE CITY OF MIAMI 27 Background 27 i TABLE CONTENTS (continued) City Government 28 Adoption. of Investment Policy and Debt Management Policy 29 Capital Improvement Plan 30 Fiscal and Accounting Procedures 30 Indebtedness of the City 30 Recent Legislative end Constitutional Initiatives Concerning Ad Valorem Taxes [UPDATE] 35 LEGAL MATTERS 38 LITIGATION [UPDATE] 39 Fraternal Order of Police, Walter E. Headley, Jr., Miami Lodge No. 20 v. City of Miami 39 International Association of Firefighters, Local 587 v. City of Miami 39 Jorge Castro v. City of Miami, et, al. 40 Catholic Archdiocese of Miami v, City of Miami 40 Securities and Exchange Commission Investigations ................ 40 [Securities and Exchange Commission v. City of Miami and Former Budget Director] 42 Internal Revenue Service Examination 42 Petroleum Products Corporation 42 DISCLOSURE REQUIRED 13Y FLORIDA. BLUE SKY REGULATIONS43 TAX MATTERS 43 RATINGS 43 VERIFICATION OF MATL-IEMATICAL COMPUTATIONS ,...... 43 FINANCIAL ADVISOR 43 AUDITED FINANCIAL STATEMENTS 43 UNDERWRITING 44 CONTINGENT FEES 44 ENFORCEABILITY OF REMEDIES..., 44 CONTINUING DISCLOSURE 44 ACCURACY AND COMPLETENESS OF LIMITED OFFERING MEMORANDUM 45 FORWARD -LOOKING STATEMENTS 45 MIS CELLANEOUS .46 AUTHORIZATION OF LIMITED OFFERING MEMORANDUM 47 APPENDICES APPENDIX A: APPENDIX B: APPENDIX C: APPENDIX D: APPENDIX E: [APPENDIX F: O 1 D-8 23 J..37s 4/2/A M ER ICA S GENERAL INFORMATION REGARDING THE CITY OF MIAMi I COPY OF THE ORIGINAL RESOLUTION AND FORM OF THE SERIES 2016 BONDS RESOLUTION BASIC FINANCIAL STATEMENTS OF THE CITY OF MIAMI FOR FISCAL YEAR ENDED SEPTEMBER 30; 2015 (Excerpt of the City of Miami Comprehensive Annual Financial Report) FORM OF BOND COUNSEL OPINION FORM OE DISCLOSURE DISSEMINATION AGENT AGREEMENT FORM OF INVESTOR LETi 1 R] ri LIMITED OFFERING MEMORANDUM relating to CITY OF ].VIIAMI, FLORIDA SPECIAL OBLIGATION REFUNDING BONDS, SERIES 2016 (Street and Sidewalk Improvement Program) INTRODUCTION The purpose of this Limited. Offering Memorandum, including the cover page and appendices, is to set forth information concerning the City of Miami, Florida (the "City") and the City of Miami, Florida Special Obligation Refunding Bonds, Series 2016 (Street and Sidewalk .Improvement Program) (the "Series 2016 Bonds"), in connection with the sale of the Series 2016 Bonds. The Series 2016 Bonds are being issued pursuant to the Constitution and laws of the State of Florida, including Chapter 166, Part II, Florida Statutes, the Charter of the City, and other applicable provisions of law (the "Act") and pursuant to Resolution No. R-07..0586 adopted by the City Commission oil October 11, 2007 (the "Original Resolution") and Resolution No. R-16- adopted by the City Commission on _, 2016 (the "Series 2016 Bonds Resolution," and together with the Original Resolution, the "Resolution"). The Series 2016 Bonds are being issued to (i) refund [all] [a portion] of the City's outstanding Special Obligation Bonds, Series 2007 (Street and Sidewalk Improvement Program) (the "Refunded Series 2007 Bonds") and a portion of the City's outstanding Special Obligation Bonds, Series 2009 (Street and Sidewalk Improvement Program) (the "Refunded Series 2009 Bonds" and, together with the Refunded Series 2007 Bonds, the "Refunded Bonds") and (ii) pay the costs of issuance of the Series 2016 Bonds. See "PURPOSE OF TUB ISSUE" and "THE SERIES 2009 PROJECT" herein, [The Series. 2016 Bonds will be on a parity as to source and security for payment with any unrefunded portion of the Refunded Bonds and, Outstanding Bonds (as defined in the Resolution), including Parity Obligations (as defined in the Resolution) (collectively, the "Parity Bands").] Payment of the principal of, premium, if any, and interest, on the Series 2016 Bonds will be secured by a lien upon and a pledge of (i) the proceeds of the Local Option Gas Taxes, (ii) eighty percent (80%) of the City's portion of the Transportation Surtax, (iii) twenty percent (20%) of the City's Parking Surcharge, (iv) such additional revenues as may be designated by a Series Resolution as Designated Revenues under the Resolution, and (v) all investment income realized by reason of the investment of moneys on deposit or credited to the Debt Service Fund created by the Resolution, whether such investment income is deposited or credited to the Designated Revenues Fund or remains in the Account in the Debt Service Fund where earned, all as defined herein (collectively, the "Designated Revenues"). The Series 2016 Bonds do not constitute a general indebtedness of the City within the meaning of any constitutional or statutory provision or limitation and the City is not obligated to levy any ad valorem taxes or to make an appropriation for their payment except from the Designated Revenues to tb.e extent provided in the Resolution, as described herein.. Neither the full faith and credit nor the taxing power of the State of Florida or any political subdivision or agency thereof is pledged to the payment of the principal of, redemption premium, if any, and interest of the Series 2016 Bonds. See "SECURITY AND SOURCES OF PAYMENT FOR THE SERIES 2016 BONDS" herein. * Preliminary, subject to change. 010-82314784P/A M MICAS While the Series 2016 Bonds are not subject to registration under the Securities Act of 1933, as amended (the "Securities Act"), the City and the Underwriters have determined to restrict the sale of the Series 2016 Bonds to "qualified institutional buyers," as defined in Rule 144A of the Securities Act ("Qualified Institutional Buyers") and will offer the Series 2016 Bonds only to such Qualified Institutional Buyers. Additionally, the Underwriters intends to further limit the offering of the Series 2016 Bonds to not more than thirty-five (35) investors, all of which will be "sophisticated municipal market professionals" as defined in Rule-D-15 by the Municipal Securities Rulemaking Board. See "DESCRIPTION OF THE SERIES 2016 BONDS — Transfer Restrictions" [and "APPENDIX IT —FORM OF INVESTOR T ,FTTER]," The summaries of and references to all documents, statutes, reports and other instruments referred to herein do not purport to be complete, comprehensive or definitive, and each such summary and reference is qualified in its entirety by reference to each such document, statute, report or instrument. All capitalized teiuis used in this Limited Offering Memorandum and not otherwise defined horcin have the meanings set forth in the Resolution, uxiless the context would clearly indicate otherwise. A copy of the Resolution is attached hereto as "APPENDIX B COPY OF THE ORIGINAL RESOLUTION AND FORM OF THE SERIES 2016 BONDS RESOLUTION." All documents of the City referred to herein may be obtained from the City's, Finance Director, 444 S.W. 21'd Avenue, 6d' Floor, Miarx i, Florida 33130, Telephone (305) 416-1324, [Remainder of this page intentionally left blank] 2 010-8231.3784/1/AM E5ICAS PURPOSE OF THE SERIES 2016 BONDS The Series 2016 Bonds are being issued by the City to provide funds[, together with other available moneys,] to (i) refund and redeem the Refunded Bonds and (ii) pay certain costs of issuance of the Series 2016 Bonds. PLAN OF REFUNDING The Series 2016 Bonds are being issued by the City to refund and redeem rani (a portion of] of the Refunded Series 2007 Bonds, which are currently outstanding in the principal amount of $62,130,000, and a portion of the Refunded Series 2009 Bonds, which are currently outstanding in the principal amount of $59,060,000. To effect the refunding of the Refunded Bonds, the City will enter into an. Escrow Deposit Agreement (the "Escrow Deposit Agreement") with , as escrow agent (the "Escrow Agent"), The moneys required to refund the Refunded Bonds will be derived from [a portion oil the proceeds of the Series 2016 Bonds fand other legally available funds made available upon the issuance .of the Series 2016 Bonds and the defeasance of the Refunded Bonds]. Conditioned on the issuance of the Series 2016 Bonds, the Refunded Series 2007 Bonds, maturing on and after January 1, 2019, will be called for redemption on 1, 20_ (the "Series 2007 Redemption Date") and the Refunded Series 2009 Bonds maturing on and after January 1, 2020 will be called for redemption an 1, 20_ (the "Series 2009 Redemption Date") at a redemption price equal to 100% of the principal amount of the Refunded Series 2009 Bonds to be redeemed. Pursuant to the terms of the Escrow Deposit Agreement, the City will deposit a portion of the proceeds of the Series 2016 Bonds[, together with other available moneys of the City,] in a separate escrow deposit trust fund (the "Escrow Fund") held by the Escrow Agent and apply a portion thereof to the purchase of direct obligations of the United States Lof America (the "Escrow Securities"). The Escrow Securities, together with the interest thereon and a cash balance on deposit in the Escrow Fund are calculated to be sufficient to pay al1 principal of and interest on the Refunded Bonds to their respective redemption dates. By deposit of the Escrow Securities and uninvested cash with the Escrow Agent pursuant to the Escrow Deposit Agreement as described above, it is the opinion of Bond Counsel (rendered in reliance upon the verifications of , described under "VERIFICATION OF MATHEMATICAL COMPUTATIONS" herein) that the Refunded Bonds will be deemed paid in accordance with, and no longer Outstanding under, the provisions of the Resolution pursuant to -which such Refunded Bonds were issued. The maturing principal, of and interest on the Escrow Securities and uninvested cash hold by the Escrow Agent will not be available to pay the Series 2016 Bonds, [Discuss unspent proceeds] [Remainder of Page intentionally Left Blank] 3 OL0-8231-3784/2/AM8R1 CAS The Refunded Bonds consist of the following principal amounts of the following maturities: Refunded Series 2007 Bonds Maturity Date Amortization (January 1) Requirement Refunded Series 2009 Bonds Maturity Date Amortization (January 1) Requirement 4 0. 0. 2n-3784/2/AML"R ICAS ESTIMATED SOURCES AND USES OF FUNDS The table that follows summarizes the estimated sources and uses of funds to be derived from the sale of the Series 2016 Bonds: SOURCES: Principal Amount of Series 2016 Bonds []Plus] [Loss] Net Original issue [Discos nt] [Premium] TOTAL SOURCES USES: Deposit to Escrow Fund Costs of Issuance(1) Underwriters' Discount TOTAL USES (1)Includes financial advisory and legal fees and expenses, and miscellaneous costs of issuance. 5 010.8231.37a4/2/A M ER ICf4S DEBT SERVICE SCHEDULE The following table sets forth the aggregate debt service requirements for the Series 2016 Bonds [and the unrefunded Refunded Bonds] . Fiscal Year [Series 2007/2009 Ending Series 2016 Bonds Bonds Debt [total Debt September 30th Principal interest 'Total Service] Service) 2016 $ $ $ $ $ 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 2036 2037 203$ 2039 $ General DESCRIPTION Or TILE SERIES 201.6 BONDS The Series 2016 Bonds will only be offered and sold to not more than thirty-five (35) Qualified Institutional Buyers, which are also "sophisticated municipal market professionals" as defined in Rule-D- I5 of the Municipal Securities Ruleniaith g Board. The Series 2016 Bonds may only be transferred in the secondary market to Qualified Institutional Buyers as described under the heading "- Transfer Restrictions". The Series 2016 Bonds will be issued as fully registered, book -entry only bonds in the denomination of $100,000 and integral multiples of $5,000 in excess of $100,000, through the book -entry only system maintained by The Depository Trust Company, New York, New York. The Series 2016 Bonds will be numbered consecutively from one (1) upward preceded by the letter "R" prefixed to the number. The principal of and redemption premium, if any, on the Series 2016 Bonds will be payable upon presentation and surrender at the principal office of , (the "Paying Agent"). Interest on the Series 2016 Bonds is payable semi-annually on January 1 and July I of each year, commencing January 1, 2017. Interest will be paid by check and mailed to the owners in whose narnes Series 2016 Bonds are registered on the close of business on the 15th day (whether or not a business day) of the month preceding each interest payment date (the "Record Date"); provided, however, 6 010.a 2s i- 37©4/2/A M ER I CAS that the Holder of Series 2016 Bonds in an aggregate principal amount of at least $1,000,000 will be entitled to have interest paid by wire transfer as provided in the Resolution, Interest on the Series 2016 Bonds will be computed on the basis of a 360-clay year of twelve 30-day mouths, All of the Series 2016 Bonds are being issued as Current Interest Bonds as defined. in the Series 2016 Bonds Resolution, Optional Redemption The Series 2016 Bonds maturing on and after January 1, 20_„ are subject to redemption at the option of the City on or after January 1, 20in whole or in part at any time, in such manner as will be determined by the Bond Registrar, at a redemption price equal to the principal amount thereof, plus accrued interest to the date fixed for redemption without premium, Mandatory Redemption The Series 201.6 Bonds maturing on January 1, 20_, are subject to mandatory sinking fund redemption prior to maturity, in part by lot, on January 1 in the following years and in the following amounts, from and to the extent of Amortization Requirements and whether sufficient moneys are then on deposit in the Principal and Interest Account for such Series 2016 Bonds, at a redemption price of par, plus accrued interest to the respective dates of redemption: Year Principal Amount *Maturity The Series 2016 Bonds maturing on January 1, 20� are subject to mandatory sinking find redemption prior to maturity, in part by lot, on January 1 in the following years and in the fallowing amounts, from and to the extent of Amortization Requirements end whether sufficient moneys are then on deposit in the Principal and Interest Account for such Series 2016 13on.ds, at a redemption price of par, plus accrued interest to the respective dates of redemption: Year Principal Amount *Maturity 7 CliC,8231-3784/2/AM RR ICAS The Series 2016 Bonds maturing on January 1, 20, are subject to mandatory sinking fund redemption prior to maturity, in part by lot, on January 1 in the following years and in the following amounts, from and to the extent of Amortization Requirements and whether sufficient moneys are then on deposit in the Principal and Interest Account for such Series 201E Bonds, at a redemption price of par, plus accrued interest to the respective dates of redemption: Year Principal Amount *Maturity Notice and Effect of Redemption At least thirty (30) days, but not more than sixty (60) days, before tho redemption date of any Series 2016 Bonds, whether such redemption be in whole or in part, the City will cause a notice of any such redemption signed by the City to be mailed, first class postage prepaid, to all Holders owning Series 2016 Bonds to be redeemed in whole or in part and to any Fiduciaries, but any defect in such notice or the failure so to mail any such notice to any Holder owning any Series 2016 Bonds will not affect the validity of the proceedings for the redemption of any other Series 2016 Bonds. Each such notice will set forth the name of the Series 2016 Bonds or portions thereof to be redeemed, the date fixed for redemption,the redemption price to be paid, and if less than all the Series 2016 Bonds will be called for redemption, the maturities of the Series 2016 Bonds to be redeemed, the CUSIP numbers, the name and address (including contact person and phone number) of the Fiduciary to which Series 2016 Bonds called for redemption are to be delivered and, if less than all of the Series 2016 Bonds of any one maturity then Outstanding will be called for redemption, the distinctive numbers and letters, if any, of such Series 2016 Bonds to be redeemed and, in the case of Series 2016 Bonds to be redeemed in part only, the portion of the principal amount thereof to be redeemed,. If any Series 2016 Bond is to be redeemed in part only, the notice of redemption will also state that on or after the redemption date, upon surrender of such Series 2016 Bond, a new Series 2016 Bond in principal amount equal to the unredeemed portion of such Series 2016 Bond and of the same maturity and bearing the same interest rate will be issued. Any notice as provided herein will be conclusively presumed to have been duly given, whether or not the owner of the Series 2016 Bond receives such notice. in addition to the foregoing notice, the City will cause further notice to be given as set forth below, but no defect in said further notice nor any failure to give all or any portion of such further notice will in any manner defeat the effectiveness of a call for redemption if notice thereof is given as above proscribed: (i) Each further notice of redemption will be sent at least 35 days before the redemption date by registered or certified mail or overnight delivery service to one or more registered securities depositaries then in the business of holding substantial amounts of obligations of types comparable to the Bonds and to one or more national information services that disseminate notices of redemption of obligations such as the Bonds. S 010-8231-3784J2/Alvl RICAS (ii) Upon the payment of the redemption price of Bonds being redeemed, each cheek or other transfer of funds issued for such purpose will bear the CUSIP number identifying, by - issue and maturity, the Bonds being redeemed with the proceeds of such elleck or other transfer. • In the case of an optional redemption, any notice of redemption may state that (1) it is conditioned upon the deposit of moneys, in an an =cunt equal to the amount necessary to effect the redemption, with the Bond Registrar, Paying Agent or a Fiduciary acting as escrow agent no later than the redemption date or (2) the City retains the right to rescind such notice on or prior to the scheduled redemption date (in either ease, a "Conditional Redemption"), and such notice and optional redemption will be of no effect if such moneys are not so deposited or if the notice is rescinded as described in the Resolution. Any Conditional Redemption may be rescinded to the Bond Register directing the Bond Registrar to rescind the redemption notice, and the Bond Registrar will give prompt notice of such recission to the affected Bondholders. Any Bonds subject to Conditional Redemption where redemption has been rescinded will remain Outstanding, and neither the rescission nor the failure by the City to make such funds available will constitute a default under the Resolution. On the date fixed for redemption, notice having been mailed in the manner and under the conditions herein above stated, provided that such notice of redemption has not been rescinded as permitted above, the Series 2016 Bonds or portions thereof called for redemption will be due and payable at the redemption price provided therefor, plus accrued interest to such date. Book -Entry Only System THE FOLLOWING INFORMATION CONCERNING DTC AND DTC'S BOOK -ENTRY ONLY SYSTEM HAS BEEN OBTAINED FROM SOURCES THAT THE CITY BELIEVES TO BE RELIABLE, BUT NEITHER. THE CITY NOR THE UNDERWRITER TAKE. ANY RESPONSIBILITY FOR THE ACCURACY OR COMPLETENESS THEREOF, The Depository Trust Company ("DTC"), New York, New York, will act as securities depository for the Series 2016 Bonds, The Series 2016 Bonds will be issued as fully -registered securities registered in the name of Cede & Co., as DTC's partnership nominee, or such other name as may be requested by an authorized representative of DTC. One fully -registered Series 2016 Bond certificate will be issued for each interest rate of each maturity of the Series 2016 Bonds, each in the aggregate principal amount of such maturity bearing interest at such interest rate, as set forth on the inside cover page of this Limited Offering Iviemoriand'o3n, and will be deposited with DTC, DTC, the world's largest securities depository, is a limited -purpose trust company organized under the New York Banking Law, a "banking organization" within the meaning of. the New York Banking Law, a member of the Federal Reserve System, a "clearing corporation" within the meaning of the New York Uniform Commercial Code, and a "clearing agency" registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934, DTC holds and provides asset servicing for over 3.5 bullion issues of U.S, and non-U.S. equity issues, corporate and municipal debt issues, and money market instruunents from over one hundred (100) countries that its participants ("Direct Participants") deposit with DTC. DTC also facilitates the post -trade settlement among Direct Participants of sales and other securities transactions in deposited seourities, through electronic computerized book -entry transfers and pledges between Direct Participants' accounts, thereby eliminating the need for physical movement of securities certificates, Direct Participants include both U.S, and non - ITS, securities brokers and dealers, banks, trust companies, cleaning corporations, and certain other organizations. DTC is a wholly - owned subsidiary of The Depository Trust & Clearing Corporation ("DTCC"). DTCC is the holding 9 010-8231-3784/2/AM [fi! CAS company for DTC, National Securities Clearing Corporation. and Fixed Income Clearing Corporation, all of which are registered clearing agencies. DTCC is owned by the users of its regulated subsidiaries. Access to the DTC system is also available to others such as both U.S. and non-U.S. securities brokers and dealers, banks, trust companies and clearing corporations that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly ("Indirect Participants" and, together with Direct Participants, "DTC Participants"), DTC has a Standard & Poor's rating of AA+. The DTC rules applicable to the D'1C Participants are on file with the Securities and Exchange Commission. More information about DTC can be fbund at www.dtco.com. Purchases of Series 2016 Bonds under the DTC system must be made by or through Direct Participants, which will receive a credit for the Series 2016 Bonds on DTC's records. The ownership interest of each actual purchaser of each Series 2016 Bond ("Beneficial Owner") is in turn to be recorded on the DTC Participants' records. Beneficial Owners will not receive written confirmation from DTC of their purchase but Beneficial Owners are expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the DTC Participant through which the Beneficial Owner entered into the transaction. Transfers of ownership interests in the Series 2016 Bonds are to be accomplished by entries made on the books of DTC Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interests in Series 2016 Bonds, except in the event that use of the book -entry system for the Series 2016 Bonds is discontinued. To taoilitate subsequent transfers, all Series 2016 Bonds deposited by Direct Participants with DTC are registered in the name of DTC's partnership nominee, Cede & Co,, or such other name as may be requested by an authorized representative of DTC, The deposit of Series 2016 Bonds with DTC and their registration in the name of Cede & Co., or such other DTC nominee, will not effect any change in beneficial ownership of the Series 2016 Bonds. DTC has no knowledge of the actual Beneficial Owners of the Series 2016 Bonds; DTC's records reflect only the identity of the Direct Participants to whose accounts such Series 2016 Bonds are credited, which may or may not be the Beneficial Owners, The DTC Participants will remain responsible for keeping account of their holdings on behalf of their customers. Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect Participants, and by DTC Participants to Beneficial Owners, will be governed by arrangements among them, susjcct to any statutory or regulatory requirements as may be in effect from thne to time. Beneficial Owners of Series 2016 Bonds may wish to take certain steps to augment the transmission to them of notices of significant events with respect to the Series 2016 Bonds, such as redemptions, defaults and proposed amendments to the documents securing the Series 2016 Bonds. For example, Beneficial Owners of the Series 2016 Bonds may wish to ascertain that the nominee holding the Series 2016 Bonds for their benefit has agreed to obtain and transmit notices to Beneficial Owners. In the alternative, Beneficial Owners niay wish to provide their nsntes and addresses to the Bond Registrar and request that oopics of notices are provided directly to theirs. Redernption notices will be sent by the Bond Registrar to DTC. If less than all of the Series 2016 Bonds within an issue are being redeemed, DTC's practice is to determine by lot the amount of the interest of each Direct Participant in such issue to be redeemed. Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to Series 2016 Bonds unless authorized by a Direct Participant in accordance with DTC's Procedures. Under its usual procedures, DTC mails an Omnibus Proxy to the City as soon as possible after the record date. The Omnibus Proxy assigns Cede & Co.'s consenting or voting rights to those Direct Participants to 10 610- 8 231.378 4/2/A M E R I C AS whose accounts the Series 2016 Bonds are credited on the record date (identified in a listing attached to the Omnibus Proxy). Principal and interest payments on the Series 2016 Bonds will be made to Cede & Co., or to such other nominee as may be requested by an authorized representative of DTC, DTC's practice is to credit Direct Participants' aocounts upon DTC's receipt of funds and corresponding detail information from the City or the Bond Registrar on the payable date in accordance with their respective holdings shown on DTC's records. Payments by DTC Participants to Beneficial Owners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in "street name," and will be the responsibility of such Participant and not of DTC, nor its nominee, the Bond Registrar or the City, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of principal and interest to Cede & Co. (or such other nominee as may be requested by an authorized representative of DTC) is the responsibility of the City or the Bond Registrar, disbursement of such payments to Direct Participants will be the responsibility of DTC, and disbursement of such payments to the Beneficial Owners will be the responsibility of DTC Participants. When reference is made to any action which is required or permitted to be taken by the Beneficial Owners, such reference will only relate to those permitted to act (by statute, regulation or otherwise) on behalf of such Beneficial Owners for such purposes. When notices are given, they will be sent by the City only to DTC. NEITHER THE CITY NOR THE BOND REGISTRAR WELL HAVE ANY RESPONSIBILITY OR OBLIGATION TO ANY DTC PARTICIPANT OR THE PERSONS FOR WHOM THEY ACT AS NOMINEES WITH RESPECT TO THE. SERIES 2016 BONDS IN RESPECT OF THE ACCURACY OF ANY RECORDS MAINTAINED BY DTC OR ANY DTC PARTICIPANT, TIIE PAYMENT BY DTC OR ANY DTC PARTICIPANT OF ANY AMOUNT IN RESPECT OF THE PRINCIPAL OF OR INTEREST ON THE SERIES 2016 BONDS, ANY NOTICE WHICH IS PERtVIITTED OR REQUIRED TO BE GIVEN TO BONDHOLDERS UNDER THE BOND RESOLUTION, THE SELECTION BY DTC OR ANY DTC PARTICIPANT OR ANY PERSON TO RECEIVE PAYMENT IN THE EVENT OF A PARTIAL REDEMPTION OF THE SERIES 2016 BONDS, OR ANY CONSENT GIVEN OR OTHER ACTION TAKEN BY DTC AS BONDHOLDER. SO LONG AS CEDE & CO. IS THE REGISTERED OWNER OF THE SERIES 2016 BONDS, AS NOMINEE OF DTC, REFERENCES IN THIS LIMITED OFFERING MEMORANDUM TO THE BONDHOLDERS OR REGISTERED OWNERS OF THE SERIES 2016 BONDS WILL MEAN CEDE & CO,, AND WILL NOT MEAN TIM BENEFICIAL OWNERS OF THE SERIES 2016 BONDS. Registration, Transfer and Exchange So long as the Series 2016 Bonds are registered in the name of DTC or its nominee, the following paragraphs relating to transfer and exchange of Series 2016 Bonds do not apply to the Series 2016 Bonds, The Bond Registrar will keep books for the registration,. exchange and registration of transfer of Series 2016 Bonds as provided in the Resolution, The Bond Registrar will evidence acceptance of the duties, obligations and responsibilities of Bond Registrar by execution of the oertificato of authentication on the Series 2016 Bonds, The transfer of any Series 2016 Bond may be registered only upon the books kept for the registration of transfer of Series 2016 Bonds upon surrender of such Series 201E Bond to the Bond 11 010-8231-3788/2/AMERI CAS Registrar, together with an assignment duly executed by the Holder or such Holder's attorney or legal representative in such form as wilt be satisfactory to the Bond Registrar. Upon any such exchange or registration of transfer, the City will execute and the Bond Registrar will authenticate and deliver in exchange for such Series 2016 Bond a new registered Series 2016 Bond or Series 2016 Bonds, registered in the name of the transferee, of any denomination or denominations authorized by the Resolution, in the aggregate principal arrotult equal to the principal amount of such Series 2016 Bond surrendered, of the same maturity and bearing interest at the same rate. All Series 2016 Bonds surrendered in any such exchange or registration of transfer will forthwith be cancelled by the Bond Registrar. No service charge will be made for any registration of transfer or exchange of Series 2016 Bonds, but the City and the Bond Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Series 2016 Bonds, The Bond Registrar will not be required (I) to register the transfer of or to exchange Series 2016 Bonds during a period beginning at the opening of business Been (15) days before the day of mailing of a notice of redemption of Series 2016 Bonds and ending at the close of business on the day of such mailing or (ii) to register the transfer of or to exchange any Series 2016 Bond so selected for redemption in whole or in part. The City, any Paying Agent and the Bond Registrar, and any other agent of the City, may treat the person in whose name any Series 2016 Bond is registered on the books of the City kept by the Bond Registrar as the Folder of such Series 2016 Bond for the purpose of receiving payment of principal of and redemption premium, if any, and interest on such Series 2016 Bond, and for all other ptuposes whatsoever, whether such Series 2016 Bond be overdue, and, to the extent permitted by law, neither the City, any Paying Agent, the Bond Registrar nor any such agent will be affected by any notice to the contrary. Transfer Restrictions Every Series 2016 Bond authenticated and delivered under the Resolution, including any issued upon transfer, exchange or replacement of such Series 2016 Bond, will be issued and delivered only to Qualified Institutional Buyers, and each Series 2016 Bond will bear on its face a legend stating such restriction in substantially the following form: THIS BOND IS SUBJECT TO TRANSFER RESTRICTIONS. TIM INITIAL PURCHASER IIERl3OF AND ANY SUBSEQUENT TRANSFEREE, BY PURCHASING THIS BOND, AGREES FOR THE BENEFIT OF TI-IE CITY OF M'IAMI, FLORIDA, THAT THIS BOND MAY BE TRANSFERRED, RESOLD OR ASSIGNED ONLY TO ANOTHER QUALIFIED INSTITUTIONAL BUYER. NOTWITI-ISTANDING ANYTHING IN THE RESOLUTION OR THIS BOND TO TFIE CONTRARY, NO TRANSFER, RESALE OR ASSIGNMENT OF THIS BOND SHALL BE EFFECTIVE UNLESS THE TRANSFER, RESALE OR ASSIGNMENT OF THIS BOND IS TO ANY PURCHASER, TRANSFEREE, ASSIGNEE OR PARTICIPANT THAT IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. ANY TRANSFER, RESALE OR ASSIGNMENT OR OTHER DISPOSITION OF THIS BOND, OR ANY PARTICIPATION HEREIN, SHALL BE IN EACH CASE ONLY IN A MANNER THAT DOES NOT VIOLATE THE SECURITIES ACT OF 1933, AS AMENDED, AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER, OF ANY APPLICABLE STATE SECURITIES LAWS. THIS BOND SHALL BE ISSUED AND SOLD, AND MAY ONLY BE TRANSFERRED, IN 12 s10-B231-37841.1/A,M ER ICAS DENOMINATIONS OF $100,000 OR ANY INTEGRAL MULTIPLE OF $5,000 IN EXCESS OF $100,000. Replacement of Bonds Mutilated, Destroyed, Stolen or Lost In case any Series 2016 Bond secured hereby will become mutilated or be destroyed, stolen or lost, the City will cause to be executed, and the Bond Registrar will authenticate and deliver, a new Series 2016 Bond of like date and tenor in exchange and substitution for such mutilated Series 2016 Bond or in lieu. of and in substitution for such Series 2016 Bond destroyed, stolen or lost, and the Holder will pay the reasonable expenses and charges of the City and the Bond Registrar in conneetion therewith and, in case of a Series 2016 Bond destroyed, stolen or lost, the Holder will file with the Bond Registrar evidence satisfactory to it and to the City that such Series 2016 Bond was destroyed, stolen or lost, and of such IIolder's ownership thereof, and will furnish the City and the Bond Registrar indemnity satisfactory to them. SECURITY AND SOURCES OF PAYMENT FOR THE SERIES 2016 BONDS General The principal of, redemption premium if any, and interest on the Series 2016 Bonds will be payable from and secured on a parity with the Parity Bonds solely by a lien upon and a pledge of (i) the City's portion of the proceeds of the Local Option Gas Taxes, (ii) eighty percent (80%) of the City's portion of the Transportation Surtax, (iii) twenty percent (20°%o) of. the City's Parking Surcharge, (iv) such additional revenues designated by a Series Resolution as Designated Revenues under the Resolution, and (v) all investment income realized by reason of the investment of moneys on deposit or credited to the Debt Service Fund created by the Resolution, whether such investment income is deposited or credited to the Designated Revenues Fund or remains in the Account in the Debt Service Fund where earned (collectively, the "Designated Revenues"), The individual Designated Revenues are described herein under "LOCAL OPTION GAS TAXES" "TRANSPORTATION SURTAX" and "PARKING SURCHARGE". Limited Obligations The Series 2016 Bonds will not be deemed to constitute a pledge of the faith and credit of the State or of any political subdivision thereof, including the City. Neither the faith and credit of the State nor the faith and credit of the City are pledged to the payment of the principal of or redemption premium, if any, or interest on the Series 2016 Bonds, and the issuance of the Series 2016 Bonds will not directly or indirectly or contingently obligate the State or the City to levy any taxes whatever therefor or to make any appropriation for their paytnent except from the Designated Revenues to the extent provided for under the Resolution. No Holder of any Series 2016 Bond or any Credit Bank will ever have the right to compel the exercise of the ad valorem taxing power of the City to pay such Series 2016 Bond or be entitled to payment of such Series 2016 Bond from any moneys or property of the City except the Designated Revenues in the manner provided in the Resolution. Establishment of Funds and Accounts The Resolution establishes several funds and accounts, including the "City of Miami Special Obligation Refunding Bonds Debt Service Fund" (the "Debt Service Fund") and two accounts therein designated the "Principal and Interest Account" (the "Principal and Interest Account") and the "Expense Account" (the "Expense Account"), all of which funds and accounts will be held in trust by the Paying 13 01O-8231-3784/2/Aki uI ICAS Agent. There is also created and designated the "City of Miami Special Obligation Refunding Bonds Rebate Fund" (the "Rebate Fund"), which fund will be held in trust by the City. The Resolution also establishes the "City of Miami Special Obligation Refunding Bonds Designated Revenues Fund" (the "Designated Revenues Fund"). The City has also established, pursuant to the Escrow Deposit Agreement, an Escrow Fund[, and will establish within the Escrow Fund, two separate accounts designated as the "Refunded Series 2007 Bonds Escrow Account" and the "Refunded Series 2009 Bonds Escrow Account"] to be used for the purpose of refunding the Refunded Series 2007 Bonds and the Refunded Series 2009 Bonds. Moneys in these funds and accounts, until applied in accordance with the provisions of the Resolution, will be subject to a lien and charge in favor of the Holders of the Series 2016 Bonds. Application of Pledged Funds The Resolution requires the City to deposit all revenues generated from the Local Option Gas Taxes, Transportation Surtax and the Parking Surcharge, as the same are collected, to the credit of the City's general or special fund in which such revenues are received and thereafter promptly transfer the Designated Revenues to the Designated Revenues Fund, The City will then transfer Designated Revenues from such Designated Revenues Fund to the Rebate Fund, the Principal and Interest Account, the Reserve Fund and the accounts established within said Fund and the Expense Account and apply the same to the payment of required arbitrage rebate payments, the interest on and the principal of the Bonds, Kedge Obligations, if any, the required deposits, if any, to the Reserve Fund and the fees and expenses payable from the Expense Account, all in accordance with the provisions of the Resolution. On or before the Business Day preceding any date on which arbitrage rebate payments under the Code are required to be nnede, the Finance Director will withdraw moneys from the Designated Revenues Fund and deposit to the credit of the Rebate Fund such amounts as directed by the City to make such arbitrage rebate payments under the Resolution. Upon receipt, the Finance Director will deposit any Hedge Receipts to the credit of the Principal and Interest Account. [On or before the twenty-fifth (25th) day of each month, commencing in the month in. which the Series 2016 Bonds are issued, the Finance Director will withdraw from the Designated Revenues Fund an amount equal to the amount then held for the credit of the Designated Revenues Fund or such lesser annount as will be required to fund the deposit requirements set forth in clauses (a), (b)., (e) and (d) below, and apply the moneys so withdrawn to make the following payments and deposits in the following order: (a) Deposit to the credit of the Principal and Interest Account an amoimt equal to one -sixth (1/6th) of the interest becoming due on the Bonds on the next semiannual Interest Payment Date; provided, however, that the amount so deposited on account of interest in each month after the delivery of the Bonds of any Series up to and including the month immediately preceding the first Interest Payment Date thereafter of the Bonds of such Series will be that amount that when multiplied by the number of such deposits will be equal to the amount of interest payable on such Bonds on such first Interest Payment Date less the amount of any accrued interest paid on such Bonds and deposited to the credit of the Principal and Interest Account; (b) Deposit to the eredit of the Principal and Interest Aceount an amount equal to the sum of (i) one -twelfth (1/12th) of the principal of Serial Bonds that will mature and become due on the next annual maturity date and (ii) one -twelfth (1/12th) of the Amortization Requirements that will become due and payable within the next Fiscal Year, such deposits to commence in such month 14 010-8231.3794/2/AM ER1CAS or to be adjusted in such amounts as will ensure that on the dates such principal or Amortization Requirements are due and payable sufficient moneys will be on deposit in the Principal and Interest Account, Notwithstanding the foregoing provisions, moneys will not be required to be deposited to the credit of the Principal and Interest Account (A) pursuant to clause (a) above if the amount then to the credit thereof is equal to the interest becoming due and payable on the Bonds on the next Interest Payment Date and (B) pursuant to clause (b) above if the amount then to the credit thereof is equal to the sum of (i) the principal of Serial Bonds maturing on the next maturity date and (ii) the Amortization Requirement for such Fiscal Year on account of the Term Bonds Outstanding. If the period between Interest Payment Dates is other than six (6) months or the period between principal payment dates is other than twelve (12) months, then such monthly deposits will be increased or decreased, as appropriate, in sufficient amounts to provide the required interest amount coming due on the next Interest Payment Date or the principal amount maturing or Amortization Requirement due on the next principal payment date or redemption date, as applicable. Provided, Further that such amounts to be deposited will be adjusted to provide for any Hedge Obligations then due to a Hedge Counterparty (excluding any Hedge Termination Payment), (c) Deposit to the credit of the Reserve Fund (or each Account within the Reserve Fund to the extent that a Reserve Account has been established within the Reserve Fund for a particular Series of Bonds), without priority of one Account over another, if any, beginning with respect to each Series of Bonds for which 4 Series Reserve Fund Requirement has been established on the twenty-fifth (25th) day of the month in which such Series of Bonds are delivered to the purchasers thereof, such sums as will be at least sufficient to pay an amount equal to one -twelfth (1/12th) of the difference between the amount, if any, on deposit in the Reserve Fund or Account therein (including any Reserve Fund Insurance Policy or Reserve Fund Letter of Credit) on the date of issuance of the Series ofBonds and the increase in the amount required to be held therein due to such Series Reserve Fund Requirement, if any, for such Series of Bonds, and, provided, further, that no payments will be required to be made into the Reserve Fund or any Account whenever and as long as the amount deposited therein (including any Reserve Fund Insurance Policy or Reserve Fund Letter of Credit): will be equal to all of the .Series Reserve Fund Requirements for all Series of Bonds to which such Reserve Fund or Account therein relates, Notwithstanding the foregoing provisions, in lieu of or in substitution for the required deposits, if any, hereunder (including existing deposits) into the Reserve Fund or any Account therein, the City may cause to be deposited into the Reserve Fund or any Account therein, for any Series of Bonds, a Reserve Fund Insurance Policy or a Reserve Fund Letter of Credit for the benefit of the holders of the Bonds of such Series in an amount equal to the difference between the applicable Series Reserve Fund Requirement and the sums to remain on deposit in the Reserve Fund or any Account therein, after the deposit of such Reserve Fund Insurance Policy or Reserve Fund Letter of Credit, if any, which Reserve Fund Insurance Policy or Reserve Fund Letter of Credit will be payable or available to be drawn upon, as the case may be (upon the giving of notice as required thereunder), on any Interest Payment Date on which a deficiency exists with respect to the applicable Series of Bonds which cannot be cured by all moneys in any Fund or Account, including the applicable Account, if any, in the Reserve Fund under the Resolution, held pursuant to the Resolution and available for such purpose. If a disbursement is made under a Reserve Fund Insurance Policy or Reserve Fund Letter of Credit, the City will be obligated to either 15 010-S231-37S4/2/AM ERICAS reinstate the maximum limits of such Reserve Fund Insurance Policy or Reserve Fond Letter of Credit within twelve (12) months following such disbursement or to deposit into the Reserve Fund or applicable Account therein, as provided hi the next paragraph, funds in the amount of the disbursements made under such Reserve Fund Insurance Policy or Reserve Fund Letter of Credit, or a combination of such alternatives. In the event that any moneys will be withdrawn from the Reserve Fund or any Account therein for payments into the Principal and Interest Account, such withdrawals will be subsequently restored in the manner described in the first paragraph of this clause (c) from the Designated Revenues available after all required payments have been made into the Principal and Interest Account, including any deficiencies for prior payments, unless restored by the reinstatement of the maximum limits of a Reserve Fund Insurance Policy or Reserve Fund Letter of Credit (without priority of one .Account over another Account, if any). In the event that a Reserve Fund Insurance Policy or Reserve Fund Letter of Credit will be drawn upon, the principal portion of the related payment obligations to the issuer of such Reserve Fund Insurance Policy or Reserve Fund Letter of Credit will be paid, after all required payments have been made to the Principal and Interest Account, including any deficiencies for prior payments, in accordance with the terms of any agreement between the City and such issuer, on a parity and on a pro-rata basis with all other obligations payable under this clause (c) to other issuers of any Reserve Fund Letter of Credit or Reserve Fund Insurance Policy and cash funding requirements to the different Accounts established for each Series of Bonds but prior to making any cash deposit to the Account to which such insurance policy or Letter of Credit relates, if any, provided that such Insurance Policy or Letter of Credit is reinstated in the amount of such payment concurrently with the receipt of sueh payment by the issuer thereof. (d) Any balance remaining alter satisfying the requirements of clauses (a), (b) and (c) above will be deposited to the credit of the :expense Account in an amount sufficient to pay (i) the fees, interest and other amounts owing any issuer of a Reserve Fund Insurance Policy or Reserve Fund Letter of Credit, (ii) any fees and expenses of Fiduciaries or Hedge Countcrparties coming due in such month and any other administrative fees and expenses coming due in such month with respect to Bonds, (iii) any costs of issuance of a Series of Bonds that remain to be paid, and (iv) any Hedge Termination Payment that is due. (e) Any such balance remaining hi the Designated Revenues Fund after making the withdrawals and satisfying the requirements mentioned in clauses (a), (b), (c) and (d) above will be. deposited to pay principal and interest onSubordinated Indebtedness in the manner provided in the Resolution authorizing such Subordinated Indebtedness. If the moneys withdrawn for deposits to the above funds and accounts and for making the other required payments as above set forth will not be sufficient to make such deposits and payments, the requirements in each month thereafter for each of the above deposits and payments for which the required monthly deposit or payment has not been made will be cumulative and the amount of any deficiency in any such monthly deposit or ,payment will be added to the amount otherwise required to be deposited in each month thereafter until such time as such deficiency will have been made up. The balance, if any, remaining to the credit of the Designated Revenue Fund after making the withdrawals and satisfying the requirements mentioned in clauses (a), (b), (e), (d) and (e) above in any Fiscal Year will be withdrawn and deposited to the general or special revenue fund in the sane 16 1310 82.K.3 84/2/AMERI AS percentage in which such Designated Revenues were originally deposited to the Designated Revenues Fund.] No Reserve Fund No debt service reserve fund will be established as security for the Series 2016 Bonds. Hedge Agreements As of the date hereof, the City has not entered into and does not anticipate entering into any Hedge Agreement with respect to the Series 2016 Bonds. In the event that the City enters into a Hedge Agreement with respect to any Bonds issued under the Resolution, all Hedge Receipts received pursuant thereto will be deposited to the credit of the Principal and Interest Account and all Hodge Obligations then due to such Hedge Counterparty tinder the Hedge Agreement (excluding any Hedge Termination Payment) will be payable to such Hedge Counterparty on a parity with the payment of interest then due on the Bonds. Any Hedge Termination Payment due to a Hedge Counterparty will be payable on a subordinate basis to the payment of principal and interest on the Bonds and any Hedge Obligations. Issuance of Additional Bonds The Resolution provides that one or more Series of Additional Bonds of the City may be issued under and secured by the Resolution, on a parity as to the pledge of the Designated Revenues with the Series 2016 Bonds and the Parity Bonds, subject to the conditions hereinafter provided, from time to time for the purpose of paying all or any part of the cost of any capital improvements for roadway or transportation purposes not inconsistent with the authorized use of the Designated Revenues. Before such Additional Bonds will be delivered by the Bond Registrar, there will be filed with the City Manager a certificate of the Finance Director demonstrating that the percentage derived by dividing the amount of the Designated Revenues received by the City during any twelve (12) consecutive months in the eighteen (1 S) months next preceding the date of delivery of the Additional Bonds then requested to be delivered, by the Maximum Principal and Interest Requirements, including the Principal and Interest Requirements with respect to the Additional Bonds then to be delivered, for any future Fiscal Year iS not less than one hundred thirty-five per centum (135%). Refunding Bonds One or more Series of Refunding Bonds of the City may be issued from time to time under and secured by the Resolution, subject to the conditions hereinafter provided in this Section, for the purpose of providing funds for refunding all or any Bonds of any one or more Series of Bonds then Outstanding, including the payment of any redemption premium thereon and interest that will accrue on such Bonds to the redemption date or stated maturity dateor dates, finding any funds and accounts under the Resolution and paying any expenses in connection with such refunding and for any related lawful purpose. Except as to any Credit Facility or Insurance Policy and as to any difference in the maturities thereof or the rate or rates of interest or the provisions for redemption and except for such differences, if any, respecting the use of moneys in, the various fends and accounts created in the Resolution, such Series of Refunding Bonds will be on a parity with and will be entitled to the same benefit and security of the Resolution as all other Bonds theretofore or thereafter issued under the Resolution. Prior to or simultaneously with the authentication and delivery of such Refunding Bonds by the Bond Registrar to or upon the order of the purchasers thereof or the designated representative, there will 17 010-19 2 31-3784/2 /M N E R I c AS be filed with. the City Manager (A) a Certificate of the Finance Director showing that the aggregate Principal and Interest Requirements on account of all Bonds Outstanding (after the issuance of such Refunding Bonds and after the redemption or provision for payment of the Bonds to be refunded) following the Fiscal Year in which such Refunding Bonds are to be delivered will not exceed the aggregate Principal and Interest Requirements on account of all the Bonds Outstanding (including the ]Bonds to be refunded) immediately prior to the issuance of such Refunding Bonds following the Fiscal Year in which such Refunding Bonds are to be delivered; (B) the net present value of the aggregate Principal and Interest Requirements on account of all Bonds Outstanding (after the issuance of such Ref riding Bonds and after the redemption or provision for payment of the Bonds to be refunded) following the Fiscal Year in which such Refunding Bonds are to be delivered is less than the net present value of the aggregate Principal and Interest Requirements on account of all Bonds Outstanding (including the Bonds to be refunded) immediately prior to the issuance of such Refunding Bonds following the Fiscal Year in which such Refunding Bonds are to be delivered; or (C) assuming the Bonds to be refunded are not then Outstanding, a certificate of the Finance Director demonst;eating that the percentage derived by dividing the amount of the Designated Revenues received by the City during any twelve (12) consecutive months in the eighteen (18) months next preceding the date of delivery of the Refunding Bonds then requested to be delivered, by the Maximum Principal and Interest Requirements on all Outstanding Bonds, including the Principal and Interest Requirements with respect to the Refunding Bonds then to be delivered (but not including the Bonds to be refunded), for any future Fiscal Year is not less than one hundred thirty-five per centum (135%); provided, however, that for purposes of the calculation required by this subelause (C) in connection with the issuance of Refunding Bonds pursuant to a forward refunding or forward delivery or other such similar arrangements, the "date of delivery" of the Refunding Bonds will be deemed to be the date on which the contract or agreement providing for such forward refunding, forward delivery or other similar arrangement is executed and delivered (instead of tho actual future date of delivery of the Refunding Bonds). Current Economic Environment Impacts on Designated Revenues Designated Revenues received from Local Option Gas Taxes, a Transportation Surtax, and the City's Parking Surcharge, fluctuate based on general economic conditions. A significant decline in the amount of Designated Revenues collected due to a sustained economic downturn could impair the ability of the City to pay principal of and interest on the Series 2016 Bonds. See "LOCAL OPTION GAS TAXES," "'IRANSPORTAT1ONSURTAX" and "PARKING SURCHARGE" herein for historical collections of the individual Designated Revenues. On May 5, 2009 there was an attempt to repeal the Transportation Surtax which failed. The proposed ordinance included language which provided for continuing the collection of the Transportation Surtax until all outstanding contractual obligations secured by the Transportation Surtax were satisfied. There is no way to predict whether another attempt will be made to repeal the Transportation Surtax, whether such attempt will include language enabling collection of the Transportation Surtax to fulfill existing contractual obligations secured by the Transportation Surtax, or how its repeal would impact the ability of the City to pay principal of and interest on tho Series 2016 Bonds. Covenant as to Designated Revenues The City covenants that while any of the Bonds issued under the provisions of the Resolution will be Outstanding it will not take any action or fail to take any action which might result in a suspension or termination of the receipt of the Designated Revenues and it will take all appropriate action to keep and maintain the Designated Revenues at the highest possible level and that, subject to covenants with Credit Banks and Insurers, it will not create or permit to be created any charge or lien on the proceeds of the 18 010.92 31-3784/21A M kH I CAS Designated Revenues ranking equally with or prior to the charge or lien on such proceeds of the Bonds issued under the provisions of the Resolution. LOCAL OPTION GAS TAXES General As a portion of the Designated Revenues, the City is pledging the Local Option Gas Taxes to secure the Series 2016 Bonds. The Local Option Gas Taxes is defined in the Resolution to mean collectively (1) the City's portion of a tax imposed by Ordinance No, 93-63 enacted by Miami -Dade County (the "County") on fume 15,1993, as amended by Ordinance No. 97-156 enacted by the County on September 17, 1997, as may be amended, pursuant to Section 336.025(1)(a), Florida Statues, as amended and distributed pursuant to an Interlocal Agreement dated as of May 20, 1993, as amended, among the County, the City and the other municipalities located in the County (the "Gas Tax Interlacal"); and (ii) the City's portion of a tax imposed by Ordinance No. 93-91 enacted by the County on September 20, 1993, as amended by Ordinance No. 96-101 enacted on June 20, 1996, as may be amended, pursuant to Section 336.025(1)(b), Florida Statues, as amended and Section 336.025(4), Florida Statutes, as amended, and distributed pursuant to an Interlocal Agreement dated as of July 27, 1993 (the "Second Gas Tax Interlocal"). Each county in the State is authorized to levy a tax, of between one cent and twelve cents per net gallon on motor fuel sold in such county in the form of three separate levies, The first levy is a tax of one to six cents per net gallon on motor fuel and diesel fuel and may be authorized in a county by an ordinance enacted by a majority vote of the governing body of a county or by voter referendum, and used to fired specified transportation expenditures. As a result of statewide equalization authorized by the Legislature, the County levies all six cents of the first levy, which levy was approved by Ordinance No. 88-49, as amended and supplemented by Ordinance No. 93-63, as amended by Ordinance No. 97-156 (the "First Levy"). See "LOCAL OPTION GAS TAXES — First Levy" below, All of Florida's sixty-seven counties levy this portion of the Local Option Fuel Tax at the maxirnum rate of six cents. The second levy is a tax of one to five cents per net gallon on. motor fuel, but not diesel fuel, and may be authorized in a county by an ordinance enacted by a majority plus one vote of the governing body of a county or by voter referendum, and used to fund transportation expenditures needed to meet the requirements of the capital improvements element of an adopted local government comprehensive plan. The County levies three cents of the second levy which levy was approved by Ordinance No. 93-91, as amended by Ordinance NG. 96-101 (the "Second Levy"). See "LOCAL OPTION GAS TAXES — Second Levy" below. The third levy is a tax of one cent per net gallon on motor fuel and diesel fuel and may be authorized in a county by an ordinance enacted by an extraordinary vote of the governing body of a county or by voter referendum (the "Ninth Cent Tax"), The City sloes not receive any portion of the Ninth Cent Tax. Collectionand Distribution The Florida Department of Revenue ("FDOR") collects pursuant to Section. 336,025(1)(a), Florida Statues, the local option fuel tax, consisting of the proceeds from the one to six cents and the one to five cents fuel taxes (collectively, "Local Option Fuel Tax") in each county and deposits the proceeds into the State's Local Option Fuel Tax Trust Fund. The Local Option Fuel Tax Trust Fund is subject to a 7% charge imposed by the State, representing a share of the cost of general government of the State. This charge is deducted from the Local Option. Fuel Tax Trust Fund and is deposited in the General Revenue. Fund of the State. FDOR.is authorized to deduct certain administrative costs incurred in collecting, 19 010-8231-37$4/2/AMERICAS administering, enforcing and distributing the proceeds of such tax to the counties in an amount not to exceed 2% of total collections from the Local Option Fuel Tax Trust Fund, The net proceeds collected from the Local Option Fuel Tax are distributed monthly by FDOR to each eligible county and the eligible municipalities therein according to a distribution formula determined at the local level by interloeal agreement between the county and the municipalities within the county's boundaries representing a majority of the population of the incorporated area within the county. If no interloeal agreement is established, then the distribution is based on the relative transportation expenditures of the county and the municipalities therein for the preceding 5 years, After the initial levy, the distribution is recalculated every 10 years, Upon any newly incorporated municipality becoming eligible to receive the Local Option Fuel Tax, the distribution will be equal to (i) the County's per lane mile expenditure in the previous year times the number of lane miles within the jurisdiction of the municipality, in which the .County's share will be reduced proportionally, or (ii) determined by the local act incorporating the municipality. However, such distribution will not materially or adversely affect the rights of holders of outstanding bonds which are backed by taxes authorized pursuant to Section 336.025(1), Florida Statutes, and the amounts distributed to the County and each municipality will not be reduced below the amount necessary for the payment of principal and interest and reserves for principal and interest as required under the covenants of any bond resolution outstanding on the date of the re -determination of the distribution formula. First Levy The County and the municipalities within the County have entered into the Gas Tax Interlocal to provide for the distribution of the proceeds of the First Levy in accordance with a formula, Under the formula provided in the Gas Tax Interlocal, the County receives [74]% of the proceeds and the municipalities receive [26j% of the proceeds ("Municipal Portion"). [751% of tho Municipal Portion is allocated based on the ratio of the population of each eligible incorporated municipality to the total population of all eligible incorporated municipalities in the County. The remaining 25% of the Municipal Portion is allocated based on the ratio of total centerline miles of roadway maintained by each eligible incorporated municipality compared to the total centerline miles maintained by all eligible incorporated xnonicipalities in the County. In the event that an eligible municipality annexes an area of unincorporated area or a newly incorporated municipality becomes eligible for participation, the County's share will be reduced. Dining the terra of the Gas Tax Interlocal, the County's share of the annual proceeds of the First Levy cannot be reduced below [80]% of the original [74]% share (which. equates to approximately [59j% of the total net proceeds of the First Levy), regardless of future incorporation. Pursuant to the Gas Tax Interlocal and Ordinance No. 88-49, as amended and supplemented, the First Levy is set to expire on August 31, 2023. CONFIRM There are 35 incorporated municipalities in the County, Pursuant to the formula provided in the ourreo:t Gas Tax Interlocal, the percentage share of the fiscal year 2014-2015 proceedsdistributed to the City was $ or 8,053%. The County has estimated the Fiscal Year 2015-2016 distribution for the City to be $5,223,450 or Use of Revenue. Generally, county and municipal governments may only use rnonies received from the First Levy for transportation expenditures, defined as; (a) public transportation operations and maintenance, 20 010-8231-3784, 2/AMERICAS (b) roadway and right-of-way maintenance and equipment and structures used primarily for the storage and maintenance of such equipment; (c) (d) roadway and right-of-way drainage; street lighting installation, operation, maintenance and repair; (e) traffic signs, traffic engineering, signalization and pavement markings, operation, maintenance and repair; (f) bridge maintenance and operation; and (g) debt service and current expenditures for transportation capital projects in the foregoing program areas including the constroc€ion and reconstruction of roads and sidewalks. Second Levy The County and the municipalities within the County have entered into the Second Gas Tax fnterlocal to provide for the distribution of the proceeds of the Second Levy in accordance with a formula. Under the formula provided in the Second Gas Tax Interlocal, the County receives [74]% of the proceeds and the municipalities receive [26]% of the proceeds ("Second Mitricipal Portion"). [75j% of the Second 1VMunicipal Portion is allocated based on the ratioof the population of each eligible incorporated municipality to the total population of all eligible incorporated municipalities in the County. The remaining [25]% of the Second Municipal Portion is allocated based on the ratio of total centerline miles of roadway maintained by each eligible incorporated municipality comparedto the total centerline miles maintained by all eligible incorporated municipalities in the County. The Second Levy does not have an expiration, CONFIRM There are 35 incorporated municipalities in the County. Pursuant to the formula provided in the Second Gas Tax Interlocal, the percentage share of the fiscal year 2014-2015 proceeds distributed to the City was $1,841,300,702 or 7,074%. The County has estimated the Fisoal Year 2015-2016 distribution for the City to be $2,009.,194 or %. Use of Revenue. Generally, county and municipal governments may use monies received from the Second Levy only for transportation expenditures needed to meet the requirements of the capital improvements element of an adopted comprehensive plan or for expenditures needed to meet immediate local transportation problems and for other transportation -related expenditures that are critical for building comprehensive roadway networks by local governments, Expenditures will not include routine maintenance of roads. Eligibility In order to be eligible to receive a distribution of funds from the. Local Option Fuel Tax Trust Fund, each county or municipality must have: (i) reported its finances for its most recently completed fiscal year to the Department of Financial Services pursuant to Section 218,32, Florida Statutes; 21 01O-s22 2.-3784/2/AMERICAS (ii) made provisions for annual postaudits of financial accounts in accordance with provisions of law; (iii) levied, as shown on its most recent financial report, ad valorem taxes, exclusive of taxes levied for debt service or other special millages authorized by the voters, to produce the revenue equivalent to a millage rate of 3 mills on the dollar based upon 1973 taxable values or, in order to produce revenue equivalent to that which would otherwise be produced by such 3 mill ad valorem tax, to have received certain revenues from a county (in the case of a municipality), an occupational license tax, utility tax, or levied ad valorem tax, or any combination of those four sources; (iv) certified that persons in its employ as law enforcement officers meet certain qualifications for employment, and receive certain compensation; (v) certified that persons in its employ as firefighters meet certain employment qualifications are eligible for certain compensation; (vi) certified that each dependent special district that is budgeted separately from the general budget of such county or municipality has met the provisions for annual postaudit of its financial accounts in accordance with law; and (vii) certified to FDOR that it has complied with certain procedures regarding the establishment of the ad valorem tax millage of the county or municipality as required by law. Any funds otherwise undistributed because of ineligibility of a county or municipality will. be distributed to the eligible governments within the applicable county in proportion to other monies distributed pursuant to Section 336.025, Florida Statutes, The City represents that it has continuously been in compliance with the statutory eligibility requirements for the Local Option Fuel Tax in the past and that it has covenanted in the Resolution to do so in the future, Historical Gasoline Sales in the County The volume of motor and special fuel sold in the County is set forth below for the State fiscal years indicated: MIAMI-DADE COUNTY, FLORIDA NUMBER OF TAXABLE GALLONS SOLD State Fiscal Year Ended June 30 Gasoline cz: Gasohol ,Special Fuel Total Gallons 2011 1,000,497,002 134,315,900 1,134,812,902 2012 960,909,298 126,048,801 1,086,958,099 2013 969,969,168 129,975,919 1,099,945,087 2014 984,720,613 131,451,904. 1,116,172,517 2015 1,010,555,149 136,798,000 1,147,353,149 Source; Florida Department of Revenue. 22 020.8231-3784/2/AMERI[As The amount of Local Option Fuel Tax received by the City from the County is dependent upon numerous factors, including the amount of motor fuel and diesel fuel sold in the County. Furthermore, incorporation of additional municipalities within the County could affect the amount of Local Option Fuel Tax Revenues distributable to the County and to each municipality. Th.e amount of Local Option Fuel Tax Revenues received by the City from the County may be adversely impacted by changes in the supply or demand for or the price of motor fuel, special fuel or diesel fuel. Most of the factors that affect the amount of Local Option Fuel Tax Revenues distributable to the City are beyond the control of the County and the City. The following table sets forth the amount of historical Local Option Gas Taxes revenues .received by the City for the fiscal years ended September 30, 2011 through 2015. CITY OF MIAMI, FLORIDA LOCAL OPTION GAS TAXES Local Percentage Fiscal. Year Option Gas Increase Ended September 30 Taxes Received (Decrease). 2011 $7,066,468 8.89% 2012 6;682,646 (5.43) 2013 6,625,945 0.85 2014 6,828,949 3.06 2015 7,146,476 4.65 Source: City of Miami, Florida:Finance Dept. TRANSPORTATION SUR.TAX General As a portion of the Designated Revenues, the City is pledging eighty percent (80%) of the Transportation Surtax to the Series 2016 Bonds. The Transportation Surtax is defined in the Resolution to mean the City's portion of the Charter County Transit System Sales Surtax approved by the electorate of the County on November 5, 2002, pursuant to Section 212,055(1), Florida Statutes and Ordinance No. 02-116 (the "Transit System Sales Surtax Ordinance"), enacted by the County on July 9, 2002 (the "Transit System Sales Surtax") and distributed to the City pursuant to an Interlocal Agreement between the County and the City approved pursuant to Resolution No. 07-638 adopted by the City on May 16,. 2007 (the "Transit Interloenl"). Levy of Transit System Sales Surtax Subject to the limitations and exemptions set forth in Chapter 212 of the Florida Statutes, the State imposes a tax on certain sales, use, services, rentals, admissions and other transactions occurring in the State, including, but not limited to, the rental of living quarters or sleeping or housekeeping accommodations for a period of six months or less, items or articles of tangible personal property sold at retail, the rental or lease of real property for purposes other than, among other things, agricultural uses or dwelling units, and the lease or rental of tangible personal property. Pursuant to Section 212.055(1) of the Florida Statutes, the County is authorized to impose the Transit System Sales Surtax on all 23 010 8231-3784f2AAM PICAS transactions occurring in the County that are subject to the State tax unposed onthe above -referenced sales, use, services, rentals, admissions and other transactions. Pursuant to Section 212.055(1), Florida Statutes, the County is authorized to levy a discretionary sales surtax of up to 1% to be used for the purposes of, among other things, planning, developing, constructing, operating and maintaining roads, bridges, bus systems and fixed guideway systems. The County elected to levy a one half of one percent discretionary sales tax, subject to the approval of the County's electorate at the time that the Transit System Sales Surtax Ordinance was enacted. The Transit System Sales Surtax was approved by a majority of the County's electorate at a special election held on November 5, 2002. The County has imposed the Transit System Sales Surtax on all transactions occurring in the County that are subject to the State tax imposed on sales, use, services, rentals, admissions, and other transactions pursuant to Chapter 212, Florida Statutes. The Transit System Sales Surtax will remain in effect until the Transit System Sales Surtax Ordinance is repealed. Collection, Distribution and Uses FDOR administers, collects and enforces the Transit System Sales Surtax. The proceeds of the Transit System Sales Surtax are transferred by FDOR into a separate account established for the County in the Discretionary Sales. Surtax Cleating Trust Fund. FDOR distributes the proceeds of the Transit System Sales Surtax less the cost of administration (the "Net Transit System Sales Surtax Proceeds") to the County each month. Pursuant to the Transit System Sales Surtax Ordinance, the Net Transit System Sales Surtax Proceeds are deposited into a special fund set aside from other County funds in the custod.y of the Finance Director of the County (the "Transit System Sales Surtax Trust Fund"), Twex.ty percent of the Net Transit System Sales Surtax Proceeds (the "Cities' Distribution") are distributed annually by the County to each city existing within the County as of November 5, 2002 (including the City), so long as each such city (i) continues to provide the same level of general fund support for transportation in subsequent fiscal years that is in each such city's fiscal year 2001 -2002 budget; (ii) uses the Net Transit System Sales Surtax Proceeds to supplement rather than replace each such oity's general fund support for transportation; and (iii) applies 20% of any Net Transit System Sales Surtax Proceeds received from the County to transit uses in the nature of (a) circulator buses, bus shelters, bus pullout bays or other transit -related infrastructure (or, alternatively, contracts with the County for the County to apply such Net Transit System Sales Surtax Proceeds to a County project that enhances traffic mobility within the city and immediately adjacent areas) and (b) on demand transportation services as defined in Section 212,055(1)(e), Florida Statutes to low income, elderly or disabled individuals. The Net Transit System Sales Surtax Proceeds are distributed among the municipalities on a pro-rata basis based on the ratio such city's population bears to the total population in all eligible cities. Newly incorporated municipalities will have the right to negotiate with the County for a pro-rata share of the County's portion of Net Transit System Sales Surtax Proceeds. The City is pledging 80% of the Transit System Sales Surtax received by the City from the County to the Series 2016 Bonds and therefore the other 20% remains available for transit uses as provided above. The City is in compliance with all requirements to be eligible to receive the Net Transit System Sales Surtax Proceeds, Effective July 1, 2009, an amendment to Section 212,055(1) of the Florida Statutes requires any charter county that has entered into interlocal agreements for the distribution of Net Transit System Sales Surtax Proceeds with its municipalities to revise such interlocal agreements every 5 years for the purpose of including any municipalities created since the execution of the previous interlocal agreements. Accordingly, the County is required to revise its existing interlocal agreements every 5 years to include cities that were not incorporated at the time such interlocal agreements were executed. To date, the 24 01O• 8251-37&4/2/AMERICAs County has entered into [thirty-one (31)] interlocaI agreements (the "Existing Interlocal Agreements") relative to the Cities' Distribution, (including the City), which expired in 2012. Until new Interlocal Agreements are entered into by the County and each municipality, the County will continue to distribute the Cities' Distribution pursuant to the Existing Interlocal Agrcemerlts. If the Board does not enter into new interlocal agreements described in the preceding paragraph it can elect to pay the new cities out of the County's share of the Net Transit System Sales Surtax Proceeds. The following table sets forth the amount of historical Transit System Sales Surtax revenues received by the City for the fiscal years ended September 30, 2011 through 2015. CITY OF MIAMI, FLORIDA HISTORICAL RECEIPTS OF TRANSIT SYSTEM SALES SURTAX Fiscal Year Percentage Ended 80% of Transportation Increase September 30 Surtax Received (Decrease) 2011 $10,431,192 10,21 % 2012 10,830,106 3.82 2013 11,576,632 6.89 2014 12,237,750 5.71 2015 13,072,601 6.82 Source: City of Miami, Florida Finance Dept. PARKING SURCITARGE General As a portion of the Designated Revenues, the City is pledging twenty percent (20°,4) of the Parking Surcharge revenues to the Series 2016 Bonds.. The Parking Surcharge is defined in the Resolution to mean a 15% parking surcharge to be charged at public parking facilities within the City approved by the electorate of the City on November 4, 2003, unposed pursuant to Section 166.271, Florida Statutes and pursuant to Ordinance No. 04-12563 enacted by the City Commission on July 22, 2004, as amended from tune to time, and as amended by Ordinance No, [13257] enacted by the City Commission on [March 10, 20111 Levy of Parking Surcharge and Uses Pursuant to Section 166.271, Florida Statutes, the State authorized the City to impose and collect, subject to referendum approval by voters in the City, a discretionary per vehicle surcharge of up to fifteen percent (15%) of the amount charged for the sale, lease, or rental of space at parking facilities within the City which are open for use to the general public and which are not airports, seaports, county administration buildings, or other county projects. The Parking Surcharge was approved at an election on November 4, 2003. Notwithstanding the foregoing, pursuant to the former Section 218.503(6)(a), the City was. authorized to impose a discretionary per -vehicle surcharge of up to twenty percent (20%) on the gross revenues of the sale, lease or rental or space at parking facilities within the City which are open for use to 25 010-a231-3794/2 JAM ERI CAS the general public. This provision only applied during the period of time in which the City was declared to be in a state of financial emergency and such provision expired on June 30, 2006. The 20% surcharge was collected by the City from Fiscal Years 2000-2004, No less than sixty (60%) percent and no more than eighty (80%) percent of surcharge proceeds will be used to reduce the municipality's ad valorem tax millage or to reduce or eliminate non -ad valorem assessments, unless the municipality has previously used the proceeds from the surcharge levied under former Section 218.503(6)(b) to reduce the municipality's ad valorem tax millage or to reduce non -ad valorem assessments. Not more than forty percent (40%) and not less than twenty percent (20%) of the Parking Surcharge proceeds will be used to improve transportation, including, but not limited to, street, sidewalk, roadway, landscape, transit and streetscape beautification improvements and will be used in downtown or urban core areas. Collection The Parking Surcharge amounts due will be collected by the operator of a parking facility at the time of, and in addition to, collection of any other amounts for the parking of a motor vehicle in a parking facility, whether charge is made on an hourly, daily, weekly, monthly, yearly, event, validation programs, valet or any other basis. All operators will be required to maintain a valid operational license. The occupational license of an operator will be revoked upon the failure to remit the surcharge amounts for three consecutive months. No operator will be permitted to operate the parking facility until all arrears are paid. The operator of every parking facility will remit funds collected pursuant to the Parking Surcharge, net of refunds, for the preceding calendar month by the twentieth (20t`') day of each calendar month. The operator will keep records of such funds collected. Whenever any operator fails to keep records from which the Parking Surcharge may be accurately computed, the City may make use of a factor developed by surveying other operators of a ,similar type parking facility, or otherwise compute the amount of Parking Surcharge due, and this computation will be prima facie correct. [Whenever any operator fails to collect or remit to the City the Parking Surcharge imposed within the time limit therefor, the City will assess the operator the amount of Parking Surcharge due as determined by the City, plus interest at the rate of one percent (1%) per month or any fraction thereof, and a penalty of ten percent (10%) of the Parking Surcharge due on uncollected or unrcrnuttcd amounts.] The operator of a Parking Facility who: (1) fails, neglects or refuges to collect the Parking Surcharge; or (2) fails, neglects or refuses to reinit the Parking Surcharge; or (3) fails, neglects or refuses to keep accurate records; or (4) submits any incomplete, false or fraudulent return; or (5) refuses to permit the City to examine books, records and papers relating to the Parking Surcharge; or (6) fails to fully comply with any or all rules or regulations promulgated by the City, or to keep complete and proper records as required, will be subject •to the following penalties for each offense: (i) have his or her occupational license revoked; and/or (i.i) have a lien placed upon the parking facility for the sums owed plus interest pursuant to law; and/or (iii) be subject to an administrative foie in the amount of $500.00; and or (iv) be required to comply with stricter reporting req+airements. The following table sets forth the amount of historical Parking Surcharge Designated Revenues collected by the City for the fiscal years ended September 30, 2011 through 2015. 26 010.8231-3784/2/M1ER ICAS CITY OF MIAMI, FLORIDA ISTORICAL COLLECTION OF PARKING SURCHARGE Percentage Fiscal Year Parking Surcharge Increase Ended September 30 Revenues Received (Decrease) 2011 $3,195,808 10.94% 2012 3,288,964 2.91 2013 4,042,857 22.92 2014 3,808,870 (5.79) 2015 3,933,086 4.57 Source: City of Miami, Florida Finance Dept. T1a.e following table sets forth the amount of historical Designated Revenues received by the City for the fiscal years ended September 30, 2011 through 2015. HISTORICAL DESIGNATED REVENUES AND PRO FORMA DEBT SERVICE COVERAGE Fiscal Year Ended September 30 80% of 20% of Total Annual Maximum Pro Forma Local Option Transportation Parking Designated Debt Debt Service Debt Service Year Gas Taxe4 Sairtax Surcharge Ttevenues Service Coverage Coverage 2011 $7,066,468 $10,431,192 .S3,195,808 $20,693,468 $5,226,956 3.96 2012 6,682,646 10,830,106 3,288,964 20,801,716 5,226,956 3.98 2013 6,625,945 11,576,632 4,042,857 22,245,434 5,226,741 4.26 2014 6,828,949 12,237,750 3,808,870 22,875,569 5,226,741 4.38 2015 7,146,476 13,072,601 3,983,086 24,202,162 5,226,741 4.63 Source: City of Miami, Florida Finnnee Dept. (1) Pro Fonna Debt Service Coverage includes debt service on the wirefnnded portions of the Refunded Series 2007 Bonds and tho Refunded Series 2009 Bonds, and the Series 2016 Bonds.. TIIE CITY OF MIAMI I3ackgraund Now 119 years old, the City is part of the nation's eighth largest metropolitan area. Incorporated in 1896, the City is the only municipality conceived and founded by a woman - Julia Tuttle. According to the U.S. Census Bureau, the City's population in 1900 was 1,700 people. Today it is a city rich in cultural and ethnic diversity with more than 4-39,509 residents according to the Bureau. of Economic and Business Research, University of Florida, 57.7% of theta foreign born. In physical size, the City is not large, encompassing only 35.87 square miles. In population, the City is the largest of the 35 municipalities that make up Miami -Dade County and is the county seat. For additional information concerning the City, see "APPENDIX A - GENERAL INFORMATION REGARDING THE CITY OF MIAMI," *Preliminary, subject to change. 27 010.8 2 31.3784/2/A M E R I C A S City Government Since 1997, the City has been governed by a form of government known as the "Mayor -City Commissioner plan." The City Commission is the legislative body of the City. There are five Commissioners elected from designated districts within the City. The Mayor is elected at large every four years. As official head of the City, the Mayor has veto authority over actions of the Commission. The Mayor appoints the City Manager who functions as chief administrative officer. The Mayor of the City is presently Tomas P. RegaIado whose term expires November 2017. The current members of the City Commission and expiration of their current terms of office are: Commission Members Date Term Expires Keon Hardeman, Chair November 2017 Ken Russell, Vice Chair November 2019 Frank Carollo, Commissioner November 2017 Wilfredo (Willy) Gort, Commissioner November 2019 Francis Suarez, Commissioner November 2019 The City Manager, Daniel I. Alfonso, is a fall -time employee and is the chief administrative officer of the City. The City Manager is responsible for directing the administrative and operational aspects of the City in compliance with the policies set by the Commission and the Mayor. Mr. Alfonso has been City Manager since and has oversight of the Police, Communications and Protocol, Fire Rescue, Equal Opportunity and Diversity Programs, Human Resources and Agenda Coordination departments. He also serves as liaison to the , and Prior to working at the City, Mr. Alfonso worked at the County for 17 years in various operational and administrative positions including Revenue Collector at Miami Dade Transit, Budget Coordinator at the Office of Management and Budget and Assistant Director at the General Services Administration Department. He is responsible for an organization that has more than 4,000 employees and administers a budget of more than $942 million. Prior to his current position as City Manager, he served as Director of Management and Budget for the City. He holds a Master of Science in Finance a Bachelor of Business Administration with majors in Management, and International Business from Florida International University. The City's Assistant City Manager and Chief Financial Officer is Fernald° Casamayor. His primary responsibilities include the oversight of the Finance, Grants Administration, Information Technology, the Office of Management and Budget, Procurement and Risk Management departments. He is also the City liaison with the Firefighters' and Police Retirement Trust, the General Employees' and Sanitation Employees' Retirement Trust and the Liberty City Trust. Prior to joining the City of Miami in April 2014, he served as the Miami -Dade County Tax Collector since 2007. Among his various assignments during his 26 year career with Miami -Dade County, Fernando served as an Assistant Tax Collector and Special Projects Administrator with the Tax Collector's Office as well as a Budget Analyst with the Office of Strategic Business Management and various positions with the Clerk of Courts and the Miami -Dade Transit Agency. He holds a Bachelor's of Professional Studies Degree from Barry University. The City's Finance Director is Jose M. Fernandez. He reports to the Assistant City Manager and Chief Financial Officer-. He is responsible for managing and investing public funds, accounts payable, general ledger, grants monitoring, payroll, treasury management and preparation of routine accounting 28 610-8231-3784/21P.J1ERICAS reports as well as the City's annual financial statement. Mr. Fernandez was appointed as the Finance Director on , Prior to joining the City, he was a . [Add education] Adoption of Investment Policy and Debt Management Policy The City adopted a detailed written investment policy on February 26, 2015, that applies to all cash and investments held or controlled by the City and identified as "general operating funds" of the City with the exception of the City's Pension Funds, Deferred Compensation & Section 401(a) Plans, and such fiends related to the issuance of debt where there are other existing policies or indentures hi effect for such funds. Additionally, any future revenues, which have statutory investment requirements conflicting with the City's Divestment Policy and funds held by state agencies (e.g. Department of Revenue), are not subject to the provisions of the policy. The primary objective of the investment program is the safety of the principal of those funds within the portfolios. Investment transactions will seek to keep capital losses at a minimum, whether they are from securities defaults or erosion of market value. To attain this objective, diversification is required in order that potential losses on individual securities do not exceed the income generated from the remainder of the portfolio. The portfolios are required to be managed in such a manner that funds are available to meet reasonably anticipated cash flow requirements in an orderly manner. Return on investment is of least importance compared to the safety and liquidity objectives described in the policy. In accordance with the City's Adrninistrative Policies, the responsibility for providing oversight and direction in regard to the management of the investment program resides with the City's Finance Director designee or investment advisor approved by the Commission. The Finance Director, Treasurer and the Investment Committee review the investment policy annually and the City Commission innay approve any modifications. Subject to the exceptions in the City's investment policy, the City may invest in the following types of securities: (a) The Florida Local Government Surplus Funds Trust Fund, (b) United States Government Securities, (c) United States Government Agencies, (d) Federal instrumentalities, (e) Interest Bearing Time Deposit or Savings Accounts, (f) Repurchase Agreements, (g) Commercial Paper, (h) Corporate Notes, (i) Municipal Securities, (j) Registered Investment Companies (Money Market Mutual Funds) and (k) Intergovernmental Investment Pool (1) Agency Mortgage -Backed Securities, (m) Asset - Backed Securities, (n) Supranationals and (o) Foreign Sovereign Governments. [Also, the City may invest in investment products that include the use of derivatives.] As of May 3]., 2016, approximately 62.92% of the City's investment portfolio was invested in United States Treasury Obligations and obligations of agencies of the United States Government. Approximately 30.72% of the City's investment portfolio was invested in commercial paper. All are rated in the highest rating category for each of the rating agencies. The City adopted a Debt Management Policy on July 21, 1998 to provide guidance governing the issuance, management, continuing evaluation of and reporting on all debt obligations issued by the City and to provide for the preparation and implementation necessary to assure compliance and conformity with the policy. Recommendations for revisions to the policy are currently pending approval by the Commission. he Commission is expected to reach a decision regarding such recommendations by , 2016. It is the responsibility of the City's fmanee committee to review and make recommendations regarding the issuance of debt obligations and the management of outstanding debt, The finance committee hasapprovedthe issuance of the Series 2016 Bonds and the negotiated sale to the Underwriters. 29 0104231-3784/2/AM ERICAS The following policies concerning the issuance and management of debt were established in the Debt Management Policy: (a) the City will not issue debt obligations or use debt proceeds to finance current operations; (b) the City will utilize debt obligations only for acquisition, construction or remodeling of capital improvement projects that cannot be funded from current revenue sources or in such cases wherein it is more equitable to the users of the projects to finance the project over its useful life; and (c) the City will measure the impact of debt service requirements of outstanding and proposed debt obligations on single year, five, ten and twenty year periods, Capital Improvement Plan The City's Multi -Year Capital Improvement plan (the "Capital Plan"), covering the six -year period from October 1, 2015 through September 30, 2021 earmarked Raiding estimated at $533 million for 818 (293 active and 525 future) projects throughout the City. Streets and sidewalks projects account for the largest portion of the total Capital Plan funding at $164.68 million or 30.9%. Parks and recreation projects are the second largest, accounting for $127.42 million, or 23.9%, and general government programs are the third largest accounting for $92.31 million, or 17,3%, of the total Capital Plan. CIP fees/revenues collected by the City represent the largest share of funding for the Capital Plan, accounting for 52.1% of the total. Bonds issued by the City account for 22.7% of the total. Funding derived from the County accounts for 9.2% and the remaining 15.9% of funding is from federal, State and other private donations. Fiscal and Accounting Procedures The accounts of the City are organized on the basis of funds or account groups, each of which is considered a separate accounting entity in accordance with generally accepted accounting principles, as defined by the Governmental Accounting Standards Board ("GASB"). The operation of each fund. is accounted for in a separate, self -balancing set of accounts which comprise its assets and other debits, liabilities, fund equities and other credits, revenues and expenditures. Individual funds that have similar characteristics are combined into fund types, For the past years the City has received the Certificate of Achievement for Excellence in Financial Reporting from the Government Finance Officers Association of the United States and Canada.. For a complete description of the fund types and account groups, see `Notes to Basic Financial Statements of the City" in Appendix C herein, Indebtedness of the City Pursuant to the Debt Management Policy, the City's debt issuance is subject to the following constraints; (i) the Net Debt Per Capita and the Net Debt to Taxable Assessed Value percentages, which will be determined by the finance committee by bench marking the City to current industry standards, and (ii) the inaxiinuin maturity will be the earlier of (a) the estimated useful life of the capital improvements being financed or (b) thirty years or (c) in the event debt was issued to refinance outstanding debt obligations the final maturity of the debt obligations being refinanced, unless a longer terra is recommended by the finance committee. Pension Fund Tire City has three separate, single employer defined benefit plans under the administration and management of separate Boards of Trustees, The City of Miami Fire Fighters' and Police Officers' 30 010-8731-3784/2 fA M ERICAS Retirement Trust ("FIP0") and the City of Miami General Employees' and Sanitation Employees' Retirement Trust ("GESE") are contributory plans that cover substantially all of the City's employees who contribute a percentage of their base salary or wage on a bi-weekly basis, The third plan is a non- contributory defined benefit plan, the City of Miami Elected Officers' Retirement Trust (`SORT"), in which all elected officials with seven or more years of elected service, elected to office prior to October 22, 2009 were eligible for participation, The BORT was closed to new elected official members as of October 22, 2009, City employees are required to contribute 10% of their salary to GESE and FIPO, as applicable. The FORT is a non-contributory plan. Contributions from employees for FIFO and GESE are recorded in the period th.e City makes payroll deductions from participants. The City is annually required to contribute such amounts as necessary on an actuarial basis to provide FIPO and GESE with assets sufficient to meet the benefits to be paid. For the year ended September 30, 2015, the City's contribution was 52 percent of annual payroll. [The ordinance covering the FIFO (the "Pension Ordinance") provides for actuarial methodology for evaluating assets to be a moving market value averaged over three years. The result cannot be greater than 100 percent of market value or less than 80 percent of market value. The Pension Ordinance also provides for the FIPO Board of Trustees' actuary to use the actuarial assumptions adopted the FIPO Board. Currently, the City and the FIPO are in discussions regarding the amount needed for contribution. However, if the City's actuary and the FTPO's actuary cannot agree, together they may appoint a third independent actuary. The third actuary is required to submit a funding recommendation to the 11110 Board and the City Commission. The City Commission is then required to fund the amount recommended by either the FIP0's actuary or the City's actuary, whichever recommendation is closer to the recommendation of the third actuary.] The City's net pension obligation for each of the FIPO, the GESE and the FORT is $492,811,019, $261,856,389 and $2,177,114, respectively. [The annual pension costs have been fully contributed by the City for the fiscal years ended September 30, 2010, 2011, 2012, 2013, 2014 and 2015.] Additionally, the City has established a qualified governmental excess benefit plan to continue to cover the difference between the allowable pension to be paid and the amount of the defined benefits, so the benefits for eligible members are not diminished by the changes in the Internal Revenue Code (the GESE "Excess Plan"). Plan members are not .required to contribute to the GESE Excess Plan. The payment of the City's contribution of the excess retirement benefit is funded from the City's General Fund and paid annually at the same time as the City's annual contribution to normal pension costs. The EBP is an unfunded plan and the City is required to contribute as benefits become payable. The payroll for employees covered by the GESE Excess Plan for the year ended September 30, 2015 was approximately $64,4 million, The City's contribution to the plan for the year ended September 30, 2015 was $648,302 and plan benefit payments were $653,302. The City is required to contribute the difference between the actuarially determined rate and the contribution rate of employees, For the year ended September 30, 2015, the. City's average contribution rate was 1 percent of annual payroll. Accrued Compensated Absences. Under terms of Civil Service regulations, labor contracts and administrative policy, City employees are granted vacation and sick leave in varying amounts. Additionally, certain overtime hours can be accrued and carried forward as earned time off, Unused vacation and sick time is payable upon separation from service, subject to various limitations depending upon the employee's seniority and civil service classification. The amount accrued as of September 30, 2015 is $ of which $ is the current portion. 'Every three years the maximum number of hours which can be carried forward is renegotiated with FIPO and GESE, 31 01c-8231-37a1/2/AMI RICAS Other Postemployment Benefits ("OPEB") Pursuant to Section 112.0801 of the Florida Statutes, the City is required to permit participation in the health insurance program by retirees and their eligible dependents at a cost to the retiree that is no greater than the cost at which coverage is available for active employees. The City has two separate single -employer OPEB plans for its retirees.. One plan is for retiring police officers and the other plan is for all other retiring employees (the "Non -Police Retirees"). Retired police officers are offered coverage at a discounted premium, For Non -Police retirees (Fire Fighters, General Employees, Sanitation Employees and Elected Officials) and their dependents, the City has a stated policy of providing health coverage and life insurance at a discounted premium equal to the blended group rate. Non -Police Retirees receive the same benefits as similarly situated active employees of the City, while retired police officers receive the same benefits as provided through the Fraternal Order of Police Health Trust, The benefits afforded to all retirees include lifetime medical, prescription, vision, dental and certain life insurance coverage for retiree and dependents. Substantially all of the City's general employees, sanitation employees and firefighters may become eligible for these benefits when they reach normal retirement age while working for the City, As of October 1, 2014, the most recent actuarial valuation date, there are approximately 4,700 covered participants of whom approximately 2,991 are active employees and 1,709 retirees. The City is authorized to establish benefit levels and approve the actuarial assumptions used in the determination of contributions levels, Retirees, and the spouses and other dependents of retirees contribute the majority of their premium costs each month, Currently, the City's subsidy to OPEB benefits is unfunded. There are no separate trust finds or equivalent arrangements into which the City makes contributions to advance -fiend the OPEB obligations, as it does for its retiree pension plans. The City's cost of the OPEB benefits is funded on a pay-as-you-go basis. The City contributed $12.2 million for the fiscalyear ended September 30, 2015, The City's annual OPEB cost and the net OPE13 obligation for the fiscal year ended September 30, 2015 for both Non -Police and Police retirees are as follows: Annual required contribution Interest on net OPEB obligation Adjustment to annual required contribution Annual O1"EB cost (expense) Contributions made Increase in net OPEB obligation Net OPBl3 obligation - beginning of year Net OPEB obligation - end of year Police Retirees Non -pollee Retirees Total $ 57,180,000 $19,329,000 $ 76,509,000 3,872,000 1,245,000 5,117,000 (6,238,000) (2,123,000) (8,361,000). 54,814,000 18,451,000 73,265,000 8,655,000 3,547,000 12.202,000 46,159,000 14,904,000 61,063,000 193,574,000 62,249,000 255.823,000 $22.9a733,20Q i 77,I53,000 $316,84,000 The City's amnrwa.l OPEB cost, net OPE-R obligations, and percentage of annual OPEB cost contributed, are as follows: 32 010-8237.-3 734/2/AM FP ICAS Year Ended Annual September 30, OPER Cost 2015.$54,814,000 2014 54,111,000 2013 32,745,000 Year Ended Annual September 30, OPEB Cost 2015 $18,451,000 2014 17,866,000 2013 14,552,000 Police OPEB Contributions $8,655,000 7,475,000 5,620,000 Non -Police OPEB Contributions $3,547,000 3,168,000 3,606,000 Percentage of Annual OPEI3 Cost Contributed Percentage of Annual OPFB Cost Contributed 19©% 18% 25% Net OPER Obligations $239,733,000 193,574,000 146,938,000 Net OPEB Obligations $77,153,000 62,249,000 47,551,000 As of October 1, 2014, the most recant actuarial valuation date, the funded status of the Police and Non -Police Retirees OPEB plan was as follows: Non -Police Police Actuarial) Valuation of Assets (a) Total $ Actuarial Accrued Liability (b) $210,059,000 746,226,000 1956 285,000 Non -Police Covered Payroll $198,243,900 UAAL as a percentage of Payroll 106.0% Unfunded Actuarial Accrued Liability (UAAL) Fund Ratio (b-a) (alb) $210,059,000 ( 746,226,000 $9.56,285,000 Police $77,892,030 958.0% 0,00% 0.00% 0.00% See "APPENDIX C - BASIC FINANCIAL STATEMENTS OF THE CITY OF MXAMI FOR FISCAL YEAR ENDED SEPTEMBER 30, 2015 (Excerpt of the City of Miami Comnprehensive. Annual Financial Report) — NOTE 11. POST EMPLOYMENT HEALTH CARE BENEFITS," GASB Statement NH. 68 and 71, The City has implemented GASB Statement No. 68, Accounting and. Financial Reporting for Pensions — An Amendment of GASB Statement No. 27 (GASB 68). In addition, the City implemented GASB Statement No, 71, Pension Transition for Contributions Made Subsequent to the Measurement Date -- An Amendment of GASB Statement No, 68, which addresses an issue regarding application of the transition provisions of GASB 68. GASB Statement Nos. 68 and 71 require the employer to report the employer's net pension liability and related pension amounts of the defined benefit pension plans at fiscal year --end. 33 no-$23 i-37$A/2/AMERlcAS The implementation of GASB Statement Nos. 68 and 71 resulted in a restatement in the government -wide statements Net Position to report the City's not pension liability and related pension amounts for the defined benefit plans. Accordingly, Net Position has been restated as follows: Net Position, September 30, 2014 Cumulative effect of adoption of GASB Statements Nos. 68 and 71 Net Position as restated, September 30, 2014 Government -Wide Financial Statements $ 412,207,733 (686,042,982) $(273,835,249) The implementation of GASB Statement Nos. 68 and 71 resulted in the City recording deferred outflows of $32.1 million, deferred inflows of $11.8 million, and a net pension liability of $706.4 million. The impact of the implementation on prior years' operations was not determined by City management, See "APPENDIX C - BASIC FINANCIAL STATEMENTS OF THE CITY OF MIAMI FOR FISCAL YEAR ENDED SEPTEMBER 30, 2015 (Excerpt of the City of Miami. Comprehensive Annual Financial Report) — NOTE 10. PENSIONS" for additional informaatiot regarding the Pension Plans, !During the fiscal year ended September 30, 2015, the City's discretely presented component unit the Department of Off Street Parking, implemented GASB Statement Nos. 68 and 71. The Authority is the sponsor of the single -employer Department of Off -Street Parking Retirement Plan, which is'a defined - benefit pension plan administered through a trust and included in the Authority's financial statements. GASB Statement Nos, 68 and 71 require the employer to report the .employer's net pension liability and related pension amounts of the defined benefit pension plans at fiscal year- encid The implementation of GASB Statement Nos, 68 and 71 resulted in a restatement of the Authority's Net Position and to report the Authority's net pension asset and related pension amounts for the defined benefit pension plan, &ginning Net Position has been restated as follows: Net Position, September 30, 2014 Cumulative effect of adoption of GASB Statements Nos. 68 and 71 Net Position as restated, September 30, 2014 [Financial Urgency Government -Wide Financial Statements $14,267,399 1,612,061 $15 879,460 Pursuant to Section 447.4095 of the Florida Statutes, the. City may declare a financial urgency, That statute, which requires declaration each year, provides that, in the event . of a financial urgency requiring modification of a collective bargaining agreement, the City and the representative of the bargaining unit are required to meet as soon as possible to negotiate the impact of the financial urgency. If after a reasonable period which may not exceed 14 days the parties are in disagreement, then they trust proceed under Section 447.403 of the Florida Statutes, which provides for the appointment of a mediator, The City Manager declared a financial urgency in calendar years 2010, 2011 and 2012 for Fiscal Years 2011, 2012 and 2013, respectively. 34 010-8231-3784/2/AM Esic u Pursuant to the statute and under the City's authority, in 2010. it imposed the following changes on the unions: • There was a tiered reduction in wages ranging from 0% for salaries less than $39,999.99 to 12% for salaries greater than $120,000 that applied to members of the International Association of Firefighters, AFL-CIO, Local 587, Fraternal Order of Police, Walter E. Headley, Jr., Miami,. Miami Lodge No. 20 and Miami General Employees, Ameriean Federation of State, County and Municipal Employees, Local 1907, AFL-CIO, • There was also a freezing of step and longevity pay. • Modification to supplemental pay items, which included elimination of education pay supplements, among other things. • Changes to the healthcare plan, such as increasing the co -pays for primary and specialist care physician visits, adding a deductible for the healthcare plan, adding an out -of pocket maximum, lowering the coinsurance, increasing co -pays for prescriptions, increasing emergency room co - pays and adding a co -pay for urgent care facilities. • Modifying the pension benefits by increasing the normal retirement date, changing the benefit formula, changing the maximum benefit, changing the average final compensation. Additionally, for the members of the Florida Public Employees' Council 79, AFSCME, AFL-CIO, Local 871, effective on October 1, 2010, member contributions will be made at the rate of 13%. The impact of these changes on the General Fund was $76,943,905 for Fiscal Year 2011 in savings. The financial urgency was challenged in 2010. See "LITIGATION " herein regarding certain legal actions brought in connection therewith, Although Financial Urgency was declared in 2011 and 2012, the. City was able to negotiate a one- year contract in 2011(no modifications were imposed) and a two-year contract in 2012 with the unions. In 2012, the City was able to reach agreements with the unions which included, among other things, changes to the pension plans. There may be a legal requirement that certain terms in the pension agreements which were modified in. 2012 be approved by the Circuit Court, However, the City does not expect this to be an issue because all parties have jointly agreed to petition the Court for those terms, if legally necessary. See "PENSION PLANS AND OTHER POST -EMPLOYMENT BENEFITS" herein. The City anticipates that the 2012 changes will reduce the City's pension costs by $.17,391,300 and healthcare costs by $1,135,000 for the FiscalYear 2013 Budget for the General Fund,] Recent Legislative and Constitutional .Initiatives Concerning Ad. Valorem Taxes [UPDATE] In 2007, the Florida Legislature adopted Chapter 2007-321, Laws of Florida, a property tax plan which significantly impacted ad valorem tax collections for State local governments. One component of' the adopted legislation required counties, cities and special districts to rollback their millage rates for the 2007-2008 fiscal year to a level that, with certain adjustments and exceptions, would generate the same level of ad valorem tax revenue as in fiscal year 2006-2007; provided, however, depending upon the relative growth of each local government's own ad valorem tax revenues from 2001 to 2006, such roiled back millage rates were determined after first reducing 2006-2007 advalorem tax revenues by zero to nine percent (0% to 9%o). In addition, the legislation limits the maximum millage for future years. A local government governing body may increase ad valorem tax levies by extraordinary votes or by referenda. A local government may override certain portions of these requirements by a superm.ajority, and for certain requirements, a unanimous vote of its governing body. Any county or municipality that levies in excess of 35 0111-R231.3784/2/AM ERICA$ the amount permitted under the legislation will forfeit participation in the half -cent ,sales tax revenue shaving program for a twelve month period. As a result, the City's general millage rate was reduced from 4A253 mills in fiscal year 2006-07 to 4,0934 mills in fiscal year 2007-08, The millage rate was [reduced] [increased] from 7,6148 in fiscal year 2013-14 to in fiscal year 2014-2015. The Florida Legislature, during its 2007 special session passed legislation which reduced the ad valorem taxes that may be levied by local governments, other than school districts, in Fiscal Year 2007-08 to below the level of taxes levied in Fiscal Year 2006-07. The legislation limits the growth of ad valorem tax levies in future years (except those levied by school districts) to the growth in a jurisdiction's population as measured by new construction and the statewide growth in per capita personal income. Several amendments to the Florida Constitution affecting ad valorem taxes have been approved by voters in the past including the following. Constitutional amendments related to ad valorem exemptions. On January 29, 2008, in a special election held for such purpose, the requisite number of voters approved amendments to the State Constitution exempting certain portions of a property's assessed value from taxation, The following is a brief summary of certain important provisions contained in such amendments: 1. Provides for an additional exemption for the assessed value of homestead property between $50,000 and $75,000, thus doubling the existing homestead exemption for property with an assessed value equal to or greater than $75,000. 2, Permits owners of homestead property to transfer their "Save Our Homes" benefit (up to $500,000) to a new homestead property purchased within two years of the sale of their previous homestead property to which such benefit applied if the just value of the. new homestead is greater than or is equal to the just value of the prior homestead. If the just value of the new homestead is less than the just value of the prior homestead, then owners of homestead property may transfer a proportional amount of their. "Save Our Homes" benefit, such proportional amount equaling the just value of the new homestead divided by the just value of the prior homestead multiplied by the assessed value of the prior homestead. 3. Exempts from ad valorem taxation $25,000 of the assessed value of property subject to tangible personal property tax, 4. Limits increases in the assessed value of non -homestead property to 10% per year, subject to certain adjustments. The cap on increases would be in effect for a 10 year period, subject to extension by an affirmative vote of electors. Plaintiffs in several instances challenged the constitutionality of the Save Our Homes assessment cap and the portability provision, as in Lanning v. Pilcher in October 2007, Bruner v. Hartsfiel4 in November 2007 and DeLucoio v. Hal/ill la May 2008, each filed in the Circuit Court in and for Leon County, Florida, In each case, the higher court denied the plaintiffs' petitions, In the November 2008 General Election, voters approved the following three amendments to (i) allow the Florida Legislature, by general law, to exempt from assessed value of residential homes, improvements made to protect property from wind damage and installation of a new renewable energy source device; (ii) assess specified working waterfront properties based on current use rather than highest 36 e 10.825 i-2784/2/AM E5ICA$ and best use; (iii) provide a property tax exemption for real property that is perpetually used for conservation (began in 2010); and, (iv) for land not perpetually encumbered, require the Florida Legislature to provide classification and assessment of land use for conservation purposes solely on the basis of character or use. Exemption for Deployed Military Personnel. In the November 2010 General Election voters approved a constitutional amendment which provides aal additional homestead exemption for deployed military personnel. The exemption equals the percentage of days during the prior calendar year that the military homeowner was deployed outside of the United States in support of military operations designated by the Florida Legislature. This constitutional amendment took effect on January1, 2011. In the Florida Legislature's 2016 legislative session, lawmakers passed House Bill 7023, which expanded the categories of military operations by adding 11 new eligible designations, Exemption for Disabled Veterans and Surviving Spouses. During the Florida Legislature's 2011 Regular Session, it passed Senate Joint Resolution 592 ("SJR 592"). SJR 592 allows totally or partially disabled veterans who were not Florida residents at the time of entering military service to qualify for the combat -related disabled veteran's ad valorem tax discount on homestead property, HJR 592 took effect Tune 13, 2011, During the Florida Legislature's 2012 Regular Session, it passed House Joint Resolution 93 ("HJR 93"), HJR 93 allows the Florida Legislature to provide ad valorem tax relief to the surviving spouse of a veteran who died from service -connected causes while on active duty as a member of the United States Armed Forces and to the surviving spouse of a first responder who died in the line of duty. The amount of tax relief, to be defined by general law, can equal the total amount or a portion of the ad valorem tax otherwise owed on the homestead property, HJR 93 took effect January 1, 2013. Exemption for Seniors, Also during the Florida Legislature's 2012 Regular Session, it passed House Joint Resolution 169 ("HJR 169") which became 1 B No. 357, codified as 2012-57 and amending Section 196.075, Florida Statutes. The amendment allows the Florida Legislature by general law to permit counties and municipalities, by ordinance, to grant an additional homestead tax exemption (the "Additional Homestead Exemption") equal to the assessed value of homestead property to certain low income seniors, To be eligible for the .Additional Homestead Exemption the county or municipality must have granted the exemption by ordinance; the property must have a just value of less than $250,000; the owner must have title to the property and maintained his or her permanent residence thereon for at least 25 years; the owner must be age 65 years or older; and the owner's annual household income must be less than $20,000, adjusted annually based on the Consumer Price Index, which for 2015 was $28,44S. The Additional Homestead Exemption authorized by HJR 169 would not apply to school property taxes. In order to grant the Additional Homestead Exemption, the City enacted Ordinance No. 2012-34. During the Florida Legislature's 2016 Regular Session, it passed House Joint Resolution 275. ("I-HJR 275") which became BB No. 27'7, amending Section 196.075, Florida Statutes, to allow certain low income seniors to continue receiving the Additional Homestead Exemption if the homestead's just value rises above S250,000 either due to changes in the market or because of additions or improvements made to the property. In addition, individuals who were granted the Additional Ilomestead Exemption in prior years, but became ineligible for the Additional Homestead Exemption because the just value of the individual's homestead rose above $250,000, may regain the Additional Homestead Exemption by reapplying. The just value determination for such person will be the just value as determined in the first tax year that the owner applied for and was eligible for the Additional Homestead Exemption, regardless of the current just value of his or her homestead property. For HJR 275 to become effective, the bill must be approved by voter referendum at the general election held in November 2016 and will apply retroactively to the 2013 tax roll for any person who received the exemption under Section 196,075(2)(b) before the effective date, 37 610-823i-3784/2/AMsRICAS Other Exemptions. During the Florida Legislature's 2013 Regular Session, it passed Senate Bill. 1830 ("SB 18301, which was signed into law by the Governor and created a number of changes affecting ad valorem taxation. First, Sl3 1830 provides long-term lessees the ability to retain their homestead exemption and related assessment limitations and exemptions in certain instances. Second, SB 1830 inserts the term "algaculture" in the definition of "agricultural purpose' and inserts the terms "aquacultural crops" in the provision specifying the valuation of certain annual agricultural crops, nonbearing fruit trees and nursery stock. Triad, SB 1830 allows for an automatic renewal for assessment reductions related to certain additions to homestead properties used as living quarters for a parent or grandparent and aligns related appeal and penalty provisions to those for ether homestead exemptions. Fourth, SB 1830 deletes a statutory requirement that the owner of the property must reside upon the property to qualify for a homestead exemption. Fifth, SB 1830 clarifies the property tax exemptions counties and cities may provide for curtain low income persons age 65 and older, Sixth, SB 1830 removes a residency requirement that a senior disabled veteran must have been a Florida resident at the time they entered the service to qualify for certain property tax exemptions. Seventh, SB 1830 repeals the ability for certain limited liability partnerships to qualify for the affordable housing property tax exemption. Eighth, SB 1830 exempts property used exclusively for educational purposes when the entities that own the property and the educational facility are owned by the same natural persons, Also during the Florida Legislature's 2013 Regular Session, the Florida Legislature passed House Bill 277 ("HB 277"), which was signed into law by the Governor. H13 277 provides that certain renewable energy devices are exempt from being considered when calculating the assessed value of residential property. BB 277 only applies to devices installed on or after January 1, 2013. FIB 277 took effect on July 1, 201.3, Proposed Legislation- Not Passed During the 2016 legislative session, House Joint Resolution 7015 ("FUR 7015") proposed a constitutional amendment to repeal the recapture provision which allows the assessed value of homestead property to increase by the Save Our Homes cap, even if the market value falls, provided that the assessed value does not exceed the just value. IIJR 7015 was not pa.5sed. Lawmakers also proposed Senate Bill 1222 ("SB 1222") to revise the way local governments determine the maximum, millage rate. Under the proposed law, the rolled back rate would be based on the amount of taxes actually levied in the prior year, adjusted for change in per capita personal income, SB 122 was not passed. At this time, it is impossible to tell whether in the future there may be future property tax amendments or estimate with any certainty the level of impact that the constitutional amendments will have on the City, but the impact could be substantial. LEGAL MATTERS Certain legal matters incident to the validity of the Series 2016 Bonds are subject to the approval of Bryant, Miller Olive P.A., Bond Counsel, Miami, Florida whose approving opinion in the. faun attached hereto as "APPENDIX D — FORM OF BOND COUNSEL OPINION" will be furnished without charge to the purchasers of tho Series 2016 Bonds at the time of their delivery. The actual legal opinion to be delivered may vary from that text if necessary to reflect facts and law on the date of delivery. Certain legal matters will be passed upon for the City by Victoria Mendez, Esq., City Attorney, and by Squire Patton Boggs (US) LLP, Miami, Florida, Disclosure Counsel to the City. 38 O10.8231.3 7a4/2/AM MICAS Certain legal matters will be passed upon for the Underwriters by LITIGATION [UPDATE] There is no .pending or, to the knowledge of the City, any threatened litigation against the City of any nature whatsoever which in any way questions or affects the validity of the Series 2016 Bonds, or any proceedings or transactions relating to their issuance, sale, execution, or delivery, or the adoption of the Resolution, or the levy of the ad valorem taxes. Neither the creation, organization or existence, nor the title of the present members of the City Commission or other officers of the City is being contested. The following are summaries of pending litigation or asserted claims, of which the City is aware, having an exposure either (a) not capped by the limitations of s. 768.28(5), Florida Statutes (2012), i.e., $200,000 per person/$300,000 per incident; and (b) not covered by the availability of excess insurance purchased by the City to cover certain liabilities in excess of a $500,000 self -insured retention. Fraternal Order of Poliee, Walter E. Headley, Jr., Miami Lodge No. 20 v. City of Miami The FOP Miami Lodge 20 (hereinafter the "Police Union") alleges that it has a Collective Bargaining Agreement with the City, effective through September 30, 2010, that the parties exchanged initial proposals for a successor agreement, and that the parties have held several bargaining sessions, The Police Union further alleges that during the several bargaining sessions, the City never advised the Police Union that there was a need to reach settlement on economic items expeditiously, or that the City intended to declare a "financial urgency" and invoke the process set forth in Section 447.4095, Florida Statutes, The Police Union contends that Section 447,4095 may only be invoked to modify the terms of an existing agreement, The Police Union further alleges that although the•parties continued to bargain for a successor collective bargaining agreement on August 9 and 12, 2010, the parties never discussed wages or pensions, but on August 16, 2010, the City advised the Public Employees Relations Commission ("PERC") that it had engaged in negotiations on the impact of the financial urgency, and any action necessitatedby the financial urgency, and that a dispute existed. The Police Union. then alleges that on August 31, 2010, the City unilaterally took action to alter the terms and conditions of employment before reaching impasse with the Police Union, in violation of Section 447.501(1)(a) and (1)(e). Further, the Police Union alleges that, although the changes werenot discussed with them, they were discussed in a closed door unnoticed "shade" meeting conducted in violation of Section 447.605, Florida Statutes (an exemption to the Sunshine Law). The Police Union. contends that the failure of the City to have any discussions with. the Police Union on these matters constitutes bad faith or surface bargaining in violation of Section 447.501(1)lI (a), Flori.da Statutes. It also asserts that by unilaterally altering terns and conditions of employment before completion of the impasse procedure set forth in Section 447.403, Florida Statutes, and by not responding to a request for records, the City violated Section 447.501(1)(a) and (1)(c), Florida Statutes. The City .received a recommended order from, the Hearing. Officer in its favor, which was ultimately adopted by the Commission. The FOP has appealed to the Florida District Court of Appeals, First District. The First District affirmed, The FOP has sought review by the Florida Supreme Court. The First District affirmed and the Florida Supreme Court has accepted review, The Supreme Court heard oral argument and the city is awaiting a decision. International Association of Firefighters, Local 587 v. City of Miami The IAF Local 587 (hereinafter "Firefighters Union") alleges that it has a Collective Bargaining Agreement ("CBA") with the City, effective through October 1, 2010, that, in exchange for concessions by the Firefighters Union, the CBA was extended through September 30, 2011, and that the City 39 010.a231.3784/2/AM ERIGAS expressly waived its right not to fund any year of the CI3A except in the case of "true fiscal emergency", defined in the CBA as, "the City must demonstrate that there is no other reasonable alternative means of appropriating monies to fund the agreement for that year or years". The Firefighters Union further alleges that less than six (6) months after agreeing to the extension, on April 30, 2010, the City invoked the process under Section 447.4095, Florida Statutes, claiming "financial urgency," and on August 31, 2010, unilaterally took action to modify wages, insurance and pension benefits. The Firefighters Union asserts that the invocation of Section 447,4095, Florida Statutes was improper and was waived by the City in the CBA. Further, the Firefighters Union alleges that, prior to their enactment, the modifications to the CBA were discussed in a closed door, unnoticed shade meeting in violation of Section 447.605, Florida Statutes (an exemption to the Sunshine Law). Finally, the Firefighters Union asserts that the City failed to bargain collectively and in good faith by enacting the changes of August 31, 2010, by not providing the Firefighters Union with notice in advance, and by failing to discuss, bargain over, impact bargain, or complete the process set forth in Section 447.403 and/or Section 447.4095, Florida Statutes. The City received a recommended order from the Hearing Officer in its favor, which was adopted by the Commission. The District Court of Appeal, Third District affirmed, and the Florida Supreme Court has stayed the case pending resolution of Headley v. City of Miami. As of date of the report the City cannot predict the outcome of this case of financial consequences, if any. Jorge Castro v. City of Miami, et, al. Jorge Castro, individually and as class representative filed a lawsuit against the City of Miami ("City"), the City of Miami Firefighters' and Pollee Officers' Retirement Trust and Plan ("Plan"), The Board of Trustees of the Plan ("Board"), Carlos Migoya (former City Manager) and Dania Orta (Assistant Plan Administrator) in the U.S. District Court Souther. District of Florida (Case No.: 1:13-cv-22661- WJZ). The City was formally served on August 2, 2013 and Plaintiff has presented alleged claims for: breach of fiduciary duties, plan benefits, plan benefits as a result of misrepresentation, negligent misrepresentations, violation of 42 U.S.C, s, 1983 (procedural due process), impairment of contract, violation of Citizens' Bill of Rights, and declaratory judgment. The class seeks compensatory and punitive damages. At this time, the City cannot predict with certainty the outcome of this lawsuit. Catholic Archdiocese of Miami v. City of Miami On April 9, 2013, the Catholic Archdiocese of Miami filed a lawsuit against the City alleges diminution of property values due to the City's enactment of the Miami 21 Zoning Code. The lawsuit asserts claims seeking $89. zraillion dollars in damages, plus interest, attorneys fees, and expenses under the Bert J. Harris, Jr. Private Property Rights Protection Act, Section 70,001, Florida Statutes regarding four parcels of property owned by the Archdiocese and located at 3333, 3601, 3667, and 3675 South Miami Avenue within the City. At this time, the City cannot predict with certainty the outcome of this lawsuit. See The Most Reverend Thomas' G. Wensld, Archbishop of the Archdiocese of Miami, Inc, v. City of Miarni, Miami -Dade County Circuit Court, Case No.: 13-12523 CA 06. Securities and Exchange Commission Investigations On December 10, 2009, the City of Miami was notified by the Miami Regional Office of the SEC that the staff` of the SEC was conducting a non-public inquiry concerning certain City of Miami bond offerings to determine whether there had been any violations of federal securities laws. In letters dated Deoember 10, 2009 and December 23, 2009, the SEC staff requested that the City voluntarily provide the SEC staff with documents concerning (a) City bond offerings in 2007 and 2009, (b) the transfer of approximately $13.1 million from the Capital Projects Fund to the General Fund in Fiscal Year 2007, (c) the transfer of approximately $13.3 million from the Capital Projects Fund to the General Fund in Fiscal 40 010-8?31-3784MA M E R I C AS Year. 2008, and (d) Audit Report No. 010-005, Audit of Compliance with the Financial Integrity Principles, issued by the City of Miami Office of Independent Auditor General in November, 2009. In February 2010, the SEC issued a formal order directing a non-public investigation ("Formal Order"), stating that it had information tending to show possible violations of Section, 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder and Section 17(a) of the Securities Act of 1933. According to the Formal Order, the SEC is investigating whether, since at least 2005, the City and others may have violated thew provisions by, among other things, employing devices, schemes or artifices to defraud, engaging in transactions which operated or would operate as a fraud or deceit, or making false statements of material fact or failing to disclose material facts concerning, among other things, the state of the City's financial condition, • The SEC has requested documents from the City, both voluntarily and by subpoena, and has also issued subpoenas for documents from and the testimony of current and former City officials and employees, and has taken the testimony of some individuals, The City has received multiple subpoenas from the SEC asking for additional documents concerning primarily the Auditor General's report referenced above, the fund transfers referenced above, City bond issues in 2007 and 2009, bond document disclosures, reports to bondholders, City pension plans and obligations under such plans, any policies, procedures and guidelines related to inter -fund transfers, any adverse conditions concerning the City's finances, any internal investigation, review or analysis conducted by the City and related to matters that have been identified as subjects of the SEC investigation and documents related to the use of certain revenue sources as recently mentioned in the Internal Auditor General Report No, 11-001. Documents requested include communications with and among City management and elected officials. On July 23, 2012, the SEC notified the City that the SEC's enforcement staff intends to recommend that the SEC file civil fraud charges against the City based on transactions that occurred with respect to the City's fiscal years ending September 30, 2007 and September 30, 2008. This notification from the SEC staff is commonly referred to as a "Wells Notice," and it contains the SEC staffs reconunendations based upon its investigation. On August 6, 2012, the City filed its response to the Wells Notice which respectfully disagrees with the SEC staffs position and the City requested to present information to the SEC's senior staff demonstrating that such charges are not warranted. The City intends to discuss the recommendation with the SEC senior staff before any recommendation is sent to the SEC Commission. The SEC investigation has temporarily diverted the attention of City officials and employees from the conduct of City operations, has caused the City to incur significant expenses, and could have a material effect on the City's financial condition and operations. The City cannot predict at this time the duration or the outcome of the final conclusion of this investigation, Additionally, the SEC has requested documents in connection with the City's Special Obligation Parldng Revenue Bonds, Series 2010A and Series 2010B (Marlins Stadium Project). The City is cooperating fully with the SEC investigation and is providing information in response to the SEC's requests. The SEC has not advised the City when the investigation is expected to be concluded or of any potential outcome of the investigation, and the City cannot predict either the duration of the investigation or its outcome. The SEC investigation may temporarily divert the attention of City officials and employees from the conduct of City operations, could cause the City to incur significant expenses, and could have a material effect on the City's financial condition and operations. The City cannot predict the outcome of this investigation or the ultimate consequences resulting from any action on the part of the SEC. See also "LITIGATION - Certain Legal Proceedings" discussed below and "INVESTMENT RISK FACTORS" discussed herein. 41 O1 8 23 r-37 64 J 2 /AM R R I C AS In a prior action, dated March 21, 2003, the SBC ordered the City to cease and desist from committing or causing any further violations or future violations of Section 17(a) of the Securities Act of 1933, Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder. This action was taken in connection with three bond offerings, all of which occurred in 1995, for failure to disclose that the City's cash position had materially declined since the close of Fiscal Year 1994_ [Securities and Exchange Commission v. City of Miami and Former Budget Director The plaintiff filed an action in the United States District Court in and for the Southern District of Florida against the City alleging that affirmative steps were taken to mislead the financial status of the City, thus allegedly misleading bond investors, In December 2013, the Court denied Motions to Dismiss filed by the City and by the City's former budget director. In January 2014, the farmer budget director appealed to the United States Court of Appeals for the Eleventh Circuit, the icwer Court's denial of the former budget director's Motion to Dismiss and filed a Motion for Stay of Proceedings Pending Appeal, which the lower Court granted on January 30, 2014. Subsequently, although the Eleventh Circuit denied the former budget director's appeal in an unpublished opinion, on January 20, 2015 the Eleventh Circuit granted the former budget director's motion for stay of issuance of mandate pending Petition for Writ of Certiorari to the United States Supreme Court. Fortner budget director filed his petition for Writ of Certiorari which was. denied,] Internal Revenue Service Examination On November 18, 2011, the City was notified by an examination request letter from the Department of Treasury, Internal Revenue Service ("IRS"), informing the City that its 8153,060,000 City of Miami, Florida Limited Ad Valorem Tax Refunding Bonds, Series 2007A (Homeland Defense/Neighborhood Capital Improvement Projects) (the "2007A Bonds") and City of Miami, Florida Limited Ad Valorem Tax Bonds, Series 2007B (Homeland Defense/Neighborhood Capital Improvement Projects) dated July 10, 2007 (the "2007B Bonds") (collectively, the "2007 Homeland Defeeseileleighberhood Capital Improvement Bonds) were been selected for a routine examination to determine compliance with federal tax requirements regarding arbitrage under sections 148 and 149 of the Internal Revenue Code. The City cooperated fully with the IRS examination and requests for documentation and information, On October 18, 2013, the IRS sent the City a Notification of No Change Determination, which concluded that examination, confirmed the tax-exempt status of the Series 2007 Homeland D efense/Neighborhood Capital Improvement Bonds, and requires the City to continue to yield restrict any unspent proceeds and to spend any remaining proceeds as soon as possible. Currently, the City continues its required spend -down progress and continues to yield restrict any remaining unspent proceeds and interest on. the Series 2007A Bonds. The Series 2007E Bonds were refunded on December 17, 2015. Petroleum Products Corporation An environmental claim is presently being asserted by the United States of America involving an alleged disposal by the City of Miami Fire Department's service garage of 83,055 gallons of waste oil to Petroleum Products Corporation ("PPC") on November 25, 1972. PPC allegedly operated as a processor and broker of waste oil at a site located in Hollywood, Florida, and, during its period of operation, disposed of sludges generated from the oil refining process in unlined pits on the site. Contamination assessment and initial remedial activities undertaken by the United States Environmental Protection Agency ("EPA") and the State Department of Environmental Protection ("DEP") during the past ten (10) 42 e1O.8231-37134/2/AM ERICAS years indicate that the soils and groundwater at the site are significantly contaminated by waste oil and other hazardous wastes. DISCLOSI)RE REQUIRED BY FLORIDA BLUE SKY REGULATIONS Rule 69W-400.003, Rules of Government Securities, promulgated by the Office of Financial Regulation of the Financial Services Commission, under Section 517.051(1), Florida Statutes ("Rule 69W- 400.003"), requires the City to disclose each and every default as to the payment of principal and interest with respect to obligations issued by the City after December 3.1, 1975, Rule 69W-400,003 further provides,however, that if the City in good faith believes that such disclosures would not be considered material by a reasonable investor, such disclosures may be omitted, The City has not defaulted on the payment of principal or interest with respect to obligations issued by the City after December 31, 1975, [Bond Counsel to Provide] TAX MATTERS RATINGS Moody's Investors Service, Inc., S&P Global, a division of S&P Global Inc. and Fitch Ratings have ,assigned their municipal bond ratings of "," "" and "", respectively to the Series 2016 Bonds. The ratings reflect only the views of said rating agencies and an. explanation of the ratings naay be obtained only from said rating agencies. There is no assurance that such ratings will continue for any given period of time or that they will not be lowered or withdrawn entirely by the rating agencies, or any of them, if in their judgment, circumstances so warrant. A downward change in or withdrawal of any of . such ratings, may have an adverse effect on the market price of the Series 2016 Bonds. VERIFICATION OF MATHEIVLkTICAL COMPUTATIONS The accuracy of the arithmetical computations demonstrating the adequacy of the maturing principal and interest on the Escrow Securities and cash held by the Escrow Agent to pay, when due, the principal of and interest on the Refunded Bonds will be verified by FINANCIAL ADVISOR The City has retained Public Financial Management, Inc., Coral Gables, Florida as financial Advisor in connection with the City's financing plans and with respect to the authorization and issuance of the Series 2016 Bonds, The Financial Advisor did not participate in the underwriting of the Series 2016 Bonds. AUDITED FINANCIAL STATEMENTS The Basic Financial Statements of the City for the fiscal year ending September 30, 2015 (the "Audited Financial Statements"), and report thereon of RSM US LLP (the "Independent Certified Public Accountant") are attached hereto as "APPENDIX C — BASIC FINANCIAL STATEMENTS OF THE CITY OF MIAMI FOR FISCAL YEAR ENDED SLPTEMBER 30, 2015 (Excerpt of the City of Miami Comprehensive Annual Financial Report)." Such statements speak only as of September 30, 2015, [The 43 010.8231.•3784/2/AM ERICAS Audited Financial Statements have been included as a public document and the Independent Certified Public Accountant [has] [ not] consented to the inclusion of such Audited Financial Statements in this Limited Offering Memorandum nor have they participated in the preparation of the Limited Offering Memorandum,' [To be discussed.] UNDERWRITING The Series 2016 Bonds are being purchased by the underwriters shown on the cover of the Limited Offering Memorandum (collectively, the "Underwriters") at an aggregate purchase price of $ (the $ par amount of the Series 201E Bonds, [plus] [less] net original issue [premium] [discount] of $ , less Underwriters' discount of $ . The Underwriters' obligations are subject to certain conditions precedent described in the Boncl Purchase Contract entered into between the City and the Underwriters, and they will be obligated to purchase all of the Series 2016 Bonds if any Series 2016 Bonds are purchased, The Series 2016 Bonds may be offered and sold to certain dealers (including dealers depositing such Series 2016 Bonds into investment hosts) at prices lower than such public offering prices, and such public offering prices may be changed, from time to time, by the Underwriters. CONTINGENT FEES The City has retained Bond Counsel, Financial Advisor and Disclosure Counsel with respect to the authorization, sale, execution and delivery of the Series 2016 Bonds. Payment of the fees of such professionals and an underwriting discount to the Underwriters are each contingent upon the issuance of the Series 2016 Bonds. ENFORCEABILITY OF REMI±;DIES The remedies available to the ownersof the Series 2016 Fonds upon an event of default under the Resolution are in many respects dependent upon judicial actions which are often subject to discretion and delay. Under existing constitutional and statutory law and judicial decisions, including specifically the federal bankruptcy code, the remedies specified by the Resolution and the Series 2016 Bonds may not be readily available or may be limited. The various legal opinions to be delivered concurrently with the delivery of the Series 2016 Bonds, including Bond Counsel's approving opinion, will be qualified, as to the enforceability of the remedies provided in the various legal instruments, by limitations imposed by bankruptcy, reorganization, insolvency or other similar laws affecting the rights of creditors enacted before or after such delivery, CONTINUING DISCLOSURE The, City will covenant for the benefit of the Series 2016 Bondholders to provide certain financial information and operating data relating to the City and the Series 2016 Bonds in each year (the "Annual Report"), and to provide notices of the occurrence of certain enumerated material events. Such covenant will only apply so long as the Series 2016 Bonds remain outstanding. The Annual Report and any notices of material events will be filed by the City with the Municipal Securities Rulemaking Board's Electronic Municipal Market Access ("FNMA") system for municipal securities disclosures as described in the proposed form of Disclosure Dissemination Agent Agreement (the "Disclosure Agreement") attached hereto as APPENDIX E. The specific: native of the information to be contained in the Annual Report and the notices of material events are described in "APPENDIX E - FORM OP DISCLOSURE DISSEMINATION AGENT AGREEMENT" attached hereto, will be executed by the City at the tirne of issuance of the Series 2016 Bonds, Failure of the City to comply with the provisions of the Disclosure 44 D 1 O-8 n3 A-3784/2/A M ER I CAS Agreement will not constitute an event of default under the Resolution, It is the position of the City that the sole and exclusive remedy of any holder of a Series 2016 Bond for enforcement of the provisions of the Disclosure Agreement will be an action of mandamus or specific performance to cause the City to comply with its obligations thereunder, The City's disserniiiation agent for such undertakings is Digital Assurance Certification, L.L,C. The Disclosure Agreement will be executed by the City prior to the issuance of the Series 2016 Bonds. These covenants have been made in order to assist the Underwriters in complying with the continuing disclosure requirements of Rule 15c2-12 promulgated by the Securities and Exchange Commission. (the "Rule"). With respect to the Series 2016 Bonds, no party other than the City is obligated to provide, nor is expected to provide, any continuing disclosure information with respect to the Rule, The City has undertaken certain continuing disclosure obligations in prior continuing disclosure certificates in connection with its outstanding debt to provide certain financial and operating information and notices to EMMA. As of the date hereof, the City is in compliance with all of its continuing disclosure obligations, in all material respects, and has implemented procedures to assure future compliance with all of its continuing disclosure obligations, On August 30, 2012, the City filed a supplement to its annual report which included supplementing its Comprehensive Annual Financial Report for Fiscal Year ended September 30, 2011 and its Supplemental Report to Bondholders as of September 30, 2011. Such supplement provides additional and/or clarifying detail to the information previously provided. The City also failed to timely file its Comprehensive Annual Financial Report for the Fiscal Year ending September 30, 2012. [Update] ACCURACY AND COMPLETENESS OF LIMITED OFFERING MEMORANDUM The references, excerpts, and summaries of all documents, statutes, and information concerning the City and certain reports and statistical data referred to herein do not purport to be complete, comprehensive and definitive and each such summary and reference is qualified in its entirety by reference to each sueh document for full and complete statements of all matters of fact relating to the Series 2016 Bonds, the security for the payment of the Series 2016 Bonds and the rights and obligations of the owners thereof and to each such statute, report or instrument. The appendices attached hereto are integral parts of this Limited Offering Memorandum and must be read in their entirety together with all foregoing statements. The information and expressions of opinions herein are subject to change without notice and neither the delivery of this Limited Offering Memorandum nor any sale made hereunder is to create, under any circumstances, any implication that there has been no change in the affairs of the City from the date hereof, FORWARD -LOOKING STATEMENTS This Limited Offering Memorandum contains certain "forward -looking statements" concerning the City's operations, performance and financial condition, including its future economic performance, plazas and objectives and the likelihood of success in developing and expanding. These statements are based upon a number of assumptions and estimates which are subject to significant uncertainties, many of which are beyond the control of the City. The words "may," "would," "could," "will," "expect," "anticipate," "believe," "intend," "plan," "estimate" and similar expressions are meant to identify these forward -looking statements. Actual results may differ materially from those expressed or implied by these forward -looking statements. 45 010.8 23 L•378 4/2 /A M E f i I CAS 1VIISCELLANWOUS Any statements made in this Limited Offering Memorandum involving matters of opinion or of estimates, whether or not so expressly stated are set forth as such and not as representations of fact, and no representation is made that any of the estimates will be realized, Neither this Limited Offering Memorandum nor any statement that may have been made verbally or in writing is to be construed as a contract with the owners of the Series 2016 Bonds. 46 010.8231-3784/2/AN1ERICAS AUTIIORIZATION OF LIMITED OFFERING MEMORANDUM The execution and delivery of this Limited Offering Memorandum has been duly authorized and approved by the City. At the time of delivery of the Series 2016 Bonds,. the City will furnish a certificate to the effect that nothing has come to their attention which would lead it to believe that the Limited Offering Memorandum. (other than information herein related to DTC, the book -entry only system of registration and the information contained under the caption. "TAX MATTERS" as to which no opinion will be expressed), as of its date and as of the date of delivery of the Series 2016 Bonds, contain an untrue statement of a material fact or omits to state a material fact which should be included therein for the purposes for which the Limited Offering Memorandum is intended to be used, or which is necessary to make the statements contained therein, in the light of the circumstances under which they were made, not misleading. 47 010-8 2 31-3 764/2/A M E RICAS THE CITY OF MIAMI, FLORIDA By: City Manager APPENDIX A GENERAL INFORMATION REGARDING THE CITY OF MIAMI 010-8231-3784/2/AMERICAS APPENDIX B COPY OF Tilt ORIGINAL RESOLUTION AND FORM OF THE SERIES 2016 BONDS RESOLUTION 61.0. 8231-378 4/ 2/AM E R I C AS APPENDIX C FINANCIAL STATEMENTS OF THE CITY OE MIAMI FOR FISCAL YEAR ENDED SEPTEMBER 30, 2015 (Excerpt of the City of Miami Comprehensive Annual Financial Report) 010-823I-3764/2JAMERICAS APPENDIX D FORM OF BOND COUNSEL OPINION 010-8231-3784/2 /A M E AICAS APPENDIX E FORM OF DISCLOSURE DISSEMINATION AGENT AGREEMENT 410•6231-3784/2/AMCAICAS Or City of Miami Legislation Resolution City Hall 3500 Pan American Drive Miami, FL 33133 www,mlamigov.com File Number: 07-00913 Final Action bate: A RESOLUTION OF THE MIAMI CITY COMMISSION, WITH ATTACHMENT(S), PROVIDING FOR THE ISSUANCE, IN ONE OR MORE SERIES, OF THE CITY'S SPECIAL OBLIGATION BONDS; PROVIDING THAT SUCH BONDS SHALL NOT CONSTITUTE AN INDEBTEDNESS OF THE CITY WITHIN THE MEANING OF ANY CONSTITUTIONAL OR STATUTORY PROVISION OR LIMITATION, OR .A PLEDGE OF THE CITY'S FULL FAITH AND CREDIT, BUT SHALL BE PAYABLE AS TO PRINCIPAL AND INTEREST SOLELY FROM THE PROCEEDS OF CERTAIN DESIGNATED REVENUES NOT DERIVED FROM AD VALOREM TAXES; PROVIDING FOR THE ISSUANCE OF THE FIRST SERIES OF SUCH BONDS IN AN AGGREGATE PRINCIPAL AMOUNT NOT EXCEEDING S80,000,000, TO BE DESIGNATED CITY OF MIAMI, FLORIDA. SPECIAL OBLIGATION BONDS, SERIES 2007 (STREET AND SIDEWALK IMPROVEMENT PROGRAM) ("SERIES 2007 BONDS"), FOR THE PURPOSES OF (i) FINANCING THE COSTS OF ACQUISITION, CONSTRUCTION AND IMPROVEMENTS TO CERTAIN ROADWAYS AND STREETSCAPES AS DESCRIBED HEREIN,(ii) FUNDING A DEPOSIT TO THE RESERVE FUND FOR THE SERIES 2007 BONDS, AND (iii) PAYING THE COSTS OF ISSUANCE OF THE SERIES 2007 BONDS; PROVIDING FOR THE ISSUANCE OF ADDITIONAL SPECIAL OBLIGATION BONDS AND SPECIAL OBLIGATION REFUNDING BONDS UNDER CERTAIN CONDITIONS; PROVIDING FOR THE CREATION OF CERTAIN FUNDS AND ACCOUNTS; DELEGATING TO THE CITY MANAGER AUTHORITY TO DETERMINE THE TERMS OF THE SERIES 2007 BONDS WITHIN PRESCRIBED PARAMETERS; DESIGNATING A BOND REGISTRAR AND PAYING AGENT FOR THE SERIES 2007 BONDS; APPROVING THE FORM OF AND AUTHORIZING THE EXECUTION AND DELIVERY OF A PAYING AGENT AND BOND REGISTRAR AGREEMENT; FINDING NECESSITY FOR A NEGOTIATED SALE OF THE SERIES 2007 BONDS; APPROVING THE FORM OF AND AUTHORIZING EXECUTION AND DELIVERY OF A BOND PURCHASE CONTRACT; APPROVING THE FORM OF AND AUTHORIZING DISTRIBUTION OF A PRELIMINARY OFFICIAL STATEMENT AND A FINAL OFFICIAL STATEMENT RELATING TO THE SERIES 2007 BONDS; PROVIDING FOR A City of Miami Page 1 of 71 Printed On: 10/112007 File Number: 07-00913 Enactment Number: BOOK ENTRY ONLY SYSTEM WITH RESPECT TO THE SERIES 2007 BONDS; AUTHORISING THE CITY MANAGER TO NEGOTIATE FOR AND OBTAIN CREDIT FACILITIES AND RESERVE ACCOUNT CREDIT FACILITIES AND TO EXECUTE AGREEMENTS RELATING THERETO WITH RESPECT TO THE SERIES 2007 BONDS; PROVIDING FOR A CONTINUING DISCLOSURE AGREEMENT' WITH RESPECT TO THE SERIES 2007 BONDS; AUTHORIZING CITY' OFFICIALS TO DO ALL THINGS DEEMED NECESSARY IN CONNECTION WITH THE ISSUANCE, SALE AND DELIVERY OF THE SERIES 2007 BONDS; PROVIDING FOR SEVERABILITY; PROVIDING AN EFFECTIVE DATE. WHEREAS, the City of Miami; Florida (the "City") has adopted a plan for construction of certain improvements tovariousstreets and sidewalks within the City; WHEREAS, pursuant to the Coinstitution and laws of the State of Florida, - including Chapter 166, Part II, Florida.IStatutes, and the City of Miami Charter, the City is authorized to issue its special obligation bonds to pay the cost of acquisition, constructionand improvements to certain roadways, streetscapes and related appurtenances within the City and to authorize the issuance of special obligation bonds and special obligation refunding bonds under certain conditions; WHEREAS, the City has determined to provide for the issuance in one or more series of special obligation bonds to finance or refinance the acquisition, construction and improvements of certain roadways, streetscapes and related appurtenances within the City and to pledge for the payment of such special obligation bonds, the Designated Revenues (as hereinafter defined); WHEREAS, for the above purposes, the City has determined to issue its first series of Special Obligation Bonds, Series 2007 (Street and Sidewalk Improvement Program) (the "Series 2007 Bonds") payable solely from and secured by a pledge of the Designated. Revenues, in an aggregate principal amount not exceeding $80,000,000, for the purposes of (i) financing the costs of acquisition, construction and improvements to certain roadways, streetscapes and related appurtenances within the City as described herein, (ii) funding a deposit to the Reserve Fund for the Series 2007 Bonds, and (iii) paying the costs of issuance of the Series 2007 Bonds, and to provide by adoption of this Resolution for the issuance of additional bonds and other matters and things pertaining to all bonds authorized under this Resolution; WHEREAS, based on the findings set forth in this Resolution, the City Commission of the City deems it in the best financial interests of the City that the Series 2007 Bonds be sold by negotiated sale to the Underwriters (hereinafter defined) on such date and at such time as set forth in the Bond Purchase Contract (hereinafter defined) authorized by this Resolution, and to, among other things, authorize the distribution and use of a preliminary official statement and to authorize the distribution, use, execution and delivery of a final official statement relating to the Series 2007 Bonds; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF MIAMI, FLORIDA: C✓uy of Miami Page 2 of 71 Printed On; 10/112007 File Number.: 07-00913 Enactment Number: Section 101. Section 102. Section 103. Section 104. Section 201. Section 202. Section 203. Section 204. Section 205. Section 206. Section 207. Section 208. Section 209. Section 210, Section 211. Section 212. Section 213. Section 301. Section 302. Section 303. Section 304. Section 305. Section 306. Section 401, Section 402. Section 403. Section 404. ARTICLE I DEFINITIONS Incorporation of Recitals.,.. 1 Meaning of Words and Terms k 1 Interpretations ' • 13 Resolution Constitutes Contract ,. 13. ARTICLE II DETAILS OF BONDS; ISSUANCE OF BONDS Limitation on Issuance of Bonds 14 Form of Bonds . . 14 Details of Bonds 14. Authentication of Bonds 15 Exchange of Bonds 15 Registration of Transfer of Bonds . ' 15 Ownership of Bonds 16. Issuance and Details of the Series 2007 Bonds 16 Additional Bonds for Capital Improvements 21 Refunding Bonds ' . 24 Temporary Bonds 26 Mutilated, Destroyed, Stolen or Lost Bonds 27 Book -Entry Only System 27 ARTICLE III REDEMPTION OF BONDS Redemption of Bonds 30 Selection of Bonds to be Redeemed 30 Redemption Notice 30 Effect of Calling for Redemption 32 Redemption of Portion of Bonds 32 Cancellation 33 ARTICLE IV FUNDS AND ACCOUNTS Funds and Accounts 34 Funds and Accounts as Trust Funds 34 Application of Designated Revenues; H edge Receipts 34 Application of Moneys in Principal and Interest Account 38 City ofailianii Page 3 of 71 Printed On: 10/1/2007 File Number: 07-00913 Enactment Number; Section 405 ' Section 406 Section 407 Section 408 Section 409 Section 410 • Application of Moneys in Reserve Fund 38 • Application of Moneys in Expense Account 40 . Moneys Held in Trust 40 Cancellation of Bonds 40 • Disposition of Fund Balances 40 . Construction Fund 40 Section 501. Section 502. Section 503. Section 601. Section 602. Section 603. Section 604. Section 605. Section 606. Section 607. Section 608. Section 701. Section 702. Section 703. Section 704. Section 705. Section 706. Section 707. Section 708. Section 709. Section 710. ARTICLE V SECURITY FOR DEPOSITS AND INVESTMENT OF FUNDS Security for Deposits 42 Investment of Moneys 42 Valuation 43 ARTICLE VI GENERAL COVENANTS AND REPRESENTATIONS Payment of Principal, Interest and Premium; Pledge of Designated Revenues.R 44 Covenant as to Designated Revenues 44 Covenant to Perform by the City 44 Covenants with Credit Banks, Insurers, etc 44 No Inconsistent Action ' 45 Books and Records 45 Tax Covenants .. 45 Covenant to Provide Continuing Disclosure 46 ARTICLE VII EVENTS OF DEFAULT AND REMEDIES Events of Default 47 Acceleration of Maturities 48 Enforcement of Remedies 48 Pro Rata Application of Funds 49 Effect of Discontinuance of Proceedings 51 Control of Proceedings by Holders; Credit Bank or Insurer Deemed Holder 51 Restrictions Upon Actions by Individual Holders 51 No Remedy Exclusive S1 Delay Not a Waiver 51 Right to Enforce Payment of Bonds Unimpaired 52 Cio of h1imni Page 4 of 71 Prinred Or:: 10/1/2007 File Number: 07-00913 Enactment Number: Section 801. Section 802. Section 803. Section 804. Section 805. Section 806. Section 807. Section 808. ARTICLE VIII CONCERNING THE FIDUCIARIES Failure of City to Act., 53 Compensation 53 Reliance by Fiduciaries 53 Fiduciaries May Deal in Fonds 53 No Responsibility for Recitals 53 Paying Agents and Bond Registrars; Appointment and Acceptance of Duties 4 54 • Resignation or Removal of Paying Agent or Band Registrar and Appointment of Successor 54 Several Capacities i _ ' 54 ,f,RTICLE IX EXECUTION OF INSTRUMENTS }BY HOLDERS AND PROOF OF OWNERSHIP OF BONDS Section 901. Section 1001. Section 1002. Section 1003. Section 1004. Section 1101. Section 1102. Section I201. Section 1202. Section 1203. Section 1204. Section 1205. Section 1206. Section 1207. Execution of instruments by Holders; Proof of Ownership 55 ARTICLE X SUPPLEMENTAL RESOLUTIONS Supplemental Resolutions Without Consent of Holders 56 Modification of Resolution with Consent of Holders 57 Exclusion of Bonds ` 58 Treatment of Credit Bank and Insurer ' 58 ARTICLE XI DEFEASANCE Defeasance 59 Survival of Certain Previsions 60 ARTICLE XII MISCELLANEOUS PROVISIONS Effect of Covenants 61 Successorship of City Officers 61 Successorship of Paying Agent and Bond Registrar 61 Manner of Giving Notice 61 Substitute Mailing 62 Parties Who Have Rights under Resolution ..,....., 62 Effect of Partial Invalidity 62 City of Miami Page 5 of 71 Printed On: 10/1/2007 File Number: 07-00913 Enactment Number. Section 1208. Section 1209. Section 1210. Section 1211. Section 1212. Section 1213. Section 1214, Section 1215. Exhibit A Exhibit B Exhibit C Exhibit D Exhibit E Exhibit F Florida Law Controls ................... 62 No Recourse Against Members, Officers or Employees of City 63 Expenses Payable under Resolution 63 Payments Due on Sundays and Holidays 63 Headings 63 Further Authority ; 63 Repeal of InconsistentResolutions 64 Effective Date i I 64 Series 2007 Bond Form Series 2007 Project Paying Agent and Bond Registrar Agreement Bond Purchase Contract( Preliminary Official Statement Continuing Disclosure Agreement { 1 City of Miami Page 6 of 71 Printed Orr: I0/!/2007 File Number: 07-00913 Enactment Number: ARTICLE I DEFINITIONS Section 101. Incorporation of Recitals. The City Commission hereby finds and determines and does hereby incorporate as part of this Resolution the matters set forth in the foregoing recitals. Section 102. Meaning of Words and Terms. In addition to words and terms elsewhere defined in this Resolution, the following words and terms as used in this Resolution shall have the following meanings, unless some other meaning is plainly intended: "Accountant" means a firm of independent certified public accountants at the time serving as such pursuant to this Resolution. "Accreted Value" shall mean, as of any date of computation with respect to any Capital Appreciation Bond, an amount equal to the principal amount of such Capital Appreciation Bond (the principal amount at its initial offering) plus the interest accrued on such Capital Appreciation Bond from the date of delivery to the original purchasers thereof to the Interest Payment Date next preceding the date of computation or the date of computation if an Interest Payment Date, such interest to accrue at a rate not exceeding the legal rate as set forth in the Series Resolution providing for the issuance of such Bonds, compounded periodically, plus, wit1i respect to matters related to the payment upon redemption or acceleration of the Capital Appreciation Bonds, if such date of computation shall not be an Interest Payment Date, a portion of the difference between the Accreted Value as of the immediately preceding Interest Payment Date (or the date of original issuance if the date of computation is prior to the first Interest Payment Date succeeding the date of original issuance) and the Accreted Value as of the immediately succeeding Interest Payment Date, calculated based on the assumption that Accreted Value accrues in equal daily amounts on the basis of a 360 day year of twelve 30-day months. "Additional Bonds" means any Bonds issued at any time under the provisions of Section 209 of this Resolution. "Amortization Requirements" shall mean the amounts required to be deposited in the Principal and Interest Account for any Series of Bonds for the purpose of redeeming prior to their maturity and paying at their maturity the Term Bonds of any Series, issued pursuant to this Resolution, the specific amounts and times of such deposits to be determined by the City Commission in the Series Resolution with respect to such Series of Bonds. "Bond Counsel" means counsel selected by the City Attorney, which counsel is nationally recognized on the subject of and qualified to render approving legal opinions on the issuance of municipal bonds. "Bond Purchase Contract" means with respect to the Series 2007 Bonds, the Bond Purchase Contract between the City and the Underwriters in the form authorized pursuant City of Morn( Page 7 of 71 Printed On: 10/1/2007 File Number. 07-00913 Enactment Number. to Section 208(h) hereof and with respect to any other Series of Bonds, the agreement, if any, between the City and the initial purchasers of the Bonds approved under the Series Resolution authorizing the issuance of such Bonds. "Bond Registrar" means, as to any particular Series of Bonds, a bank or trust company, either within or without the State of Florida, designated as such by the City Commission, which shall perform such functions as bond Registrar; provided, however, the City may designate itself, acting by and through the Finance Director, to serve as Bond Registrar. If the City has designated itself, acting by and through the Finance Director, to serve as Bond Registrar for a Series of Bonds, ally reference in this Resolution to the "principal corporate trust office" or "principal office" of the Bond Registrar with respect to such Series of Bonds shall mean the office of the Finance Director, ideated in the City of Miami, "Bonds" means, collectively, any bonds issued under the provisions this Resolution.'' "Bond Year" means the period cominjencing the second day of Januaryin each -year` and ending on the first day ofJanuary 9fthe following year. "Book -Entry Bonds" and "Bonds in Book -Entry Form" means Bonds which are subject to a Book -Entry System. "Book -Entry System" or "Book -Entry -Only -System" means a system under which either (a) bond certificates are not issued and the ownership of bonds is reflected solely by the Register, or (b) physical certificates in fully registered form are issued to a securities depository or to its nominee as Registered Owner, with the certificated bonds. held by and "immobilized" in the custody of such securities depository, and under which records maintained by Persons, other than the Bond Registrar, constitute the written record that identifies the ownership and transfer of the beneficial interests in those Bonds. "Business Day" means any day, other than a Saturday or Sunday, on which commercial banks are open for business in the States and in New York, New York and on which the New York Stock Exchange is open. , "Capital Appreciation Bonds" means any Bonds issued under this Resolution as to which interest is compounded periodically on each of the applicable periodic dates designated for compounding and payable in an amount equal to the then current Accreted Value only at the maturity, earlier redemption or other payment date therefor, all as so designated or provided for in the Series' Resolution relating to the issuance thereof, and which may be either Serial Bonds or Term Bonds. "City" means the City of Miami, Florida. "City Attorney" means the City Attorney of the City or any Assistant City Attorney designated by the City Attorney to act on the City Attorney's behalf or any person succeeding to the principal functions of the office. "City Clerk" means the City Clerk of the City or any Deputy City Clerk designated by the City Clerk to act on the City Clerk's behalf or any person succeeding to the principal functions of the office. "City Commission" means the City Commission of the City. City of Miami • Page 8 of 71 Printed On: 10/1/2007 File Number:: 07-00913 Enactment Number: "Code" means the Internal Revenue Code of 1986, as amended frorn time to time.... Each reference to a section of the Code herein shall be deemed to include the United States Treasury Regulations proposed or in effect thereunder and applied to the Bonds or the use of proceeds thereof, and also includes all amendments and successor provisions unless the context clearly requires othehvise. "Construction Fund" means the City,of Miami Special Obligation Bands Construction Fund created and so designated by Section 410 of this Resolution. "City Manager" means the City Manager, or any Assistant City Manager designated by the City Manager to act on the City Manager's behalf, or the officer or officers succeeding to the principal functions of that office. "County" means Miami -Dade Count', Florida. "Credit Agreement" means any contrtact, agreement, or other instrument executed by • .: the City in connection with obtaining or administering any Credit Facility,_hisurance Policy or Reserve Fund Letter of Credit for any Bonds, including, but not limited to, 4any reimbursement agreement, financial guaranty agreement, or standby bond purchase:..:. agreement. "Credit Bank" means, as to any particular Series of Bonds, the person (other thairi an'm Insurer) providing a Credit Facility. "Credit Facility" means, as to any particular Series of Bonds, 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). "Current Interest Bonds" means Bonds the interest on which is payable on the Interest Payment Dates provided therefor in or pursuant to the Series Resolution corresponding to such Series of Bonds. "Debt Service Fund" means the City bf Miami Special Obligation Bonds Debt Service Fund created and so designated by Section 401 of this Resolution. "Defeasance Obligations" means (a) Government Obligations; (b) obligations evidencing ownership interests in Government Obligations or in specified portions thereof (which may consist of specific portions of the principal of or interest in such Government Obligations); and (c) municipal obligations rated in the highest rating category of each Rating Agency, the payment of the principal of, interest and redemption premium, if any, on which is irrevocably secured by cash or obligations described in clause (a) or (b) of this definition and which obligations have been deposited in an escrow account which is irrevocably pledged to the payment of the principal of and interest and redemption premium, if any, on such municipal obligations. "Depositary" means one or more banks or trust companies authorized under the laws of the United States of America or the State to engage in the banking business within the State and that shall have been designated by the City as a depositary of money pursuant to the provisions of this Resolution. "Designated Revenues" means collectively (a) the Local Option Gas Taxes, (b) eighty percent (80%) of the City's portion of the Transportation Surtax, (c) twenty percent 4 City ojMiami Page 9 o0'71 Printed On: 10/1/2007 File Number: 07-00913 Enactment Number: (20%) of the City's Parking Surcharge, (d) such additional revenues designated by a 'Series Resolution as Designated Revenues, hereunder and (e) all investment income realized by reason of the investment of moneys on deposit or credited to the Debt Service Fund, created by this Resolution, whether such investment income is deposited or credited to the Designated Revenues Fund or remains in the Account in the Debt Service Fund where earned. Any fees, commissions or charges established pursuant to the laws of the State or ordinances or administrative orders of the City or County which replace any of the items mentioned in clause (a), (b), (c) or (d), if any, shall be included in the % definition of Designated Revenues. "Designated Revenues Fund" means the Fund required to be established pursuant to Section 401 hereof. "Fiduciary" means the Paying Agent, the Bond Registrar and any Depositary or any or all of them, as may be appropriate; when the City itself+serves as Bond Registrar and/or Paying Agent, "Fiduciary" shall mean the City and the Person or Persons acting on behalf of the City. "Finance Director" means the Finance Director of the City or any person designated to act on the Finance Director's behalf, or the officer or officers succeeding to his/her principal functions. "Fiscal Year" means the fiscal year of the City. "Fitch" means Fitch Ratings, its successors and assigns, and if such entity no longer performs the functions of a securities rating,agency, "Fitch" shall refer to any other nationally recognized securities rating agency designated by the City. "Government Obligations" means direct obligations of the United States of America, or obligations the timely payment of the principal of and interest on which are unconditionally guaranteed by, the United States of America (including bonds, notes and other obligations). "Hedge Agreement" means and includes, an interest rate exchange agreement, an interest rate swap agreement, a forward purchase contract, a put option contract, a call option contract or any other financial product which is used by the City as a hedging device with respect to its obligation to pay debt service on any Bonds or in connection with any of its investments under this Resolution, entered into between the City and a Hedge Counterparty; provided that such Hedge Counterparty shall be an entity whose long-term debt obligations, or whose payment obligations under the Hedge Agreement are guaranteed by an entity whose long-term debt obligations, ranking pari passu with its obligation under the Hedge Agreement or its guarantee thereof, as the case may be, are rated (on the date the Hedge Agreement is entered into) at least "A2" by Moody's and at least "A" by S&P; and, further provided, that such arrangement shall be specifically designated in a certificate of the City Manager as a "Hedge Agreement" for purposes of this Resolution. "Hedge Counterparty" means any Person (other than the City) that is a party to a Hedge Agreement. City of Miami Page 10 of 71 Primed On: 10/1 /2007 Fife Number: 07-00913 Enactment Number: "Hedge Obligations" means all net qbligations of the City under a Hedge Agreement - except Hedge Termination Payments. "Hedge Receipts" means net payments received by the City, from a Hedge Counterparty under a Hedge Agreement. "Hedge Termination Payments" me'ins an obligation of the City to a Hedge Counterparty under a Hedge Agreement upon early termination of such Hedge Agreement, excluding any periodic net Hedge Obligations. "Holder", "Owner", "Registered Owner" or "Bondholder" means a person in whose name a Bond (or one or more Predecessor Bonds) is registered In the registration books provided for in Section 206 of this Resolution. "Insurance Policy" means, as to anyi one or more particular Series of Bonds, apoIicy of: municipal bond insurance, financial gtaranty insurance, or similar credit enhancement - facility provided by an Insurer. "Insurer" means, "as to .any one or more particular Series of Bonds, the Person undertaking to insure such Bonds by means of an Insurance Policy. - "Interest Payment Date" means, whin used with reference to any Bonds, the bates specified in or pursuant to the Series Resolution for such Bonds, on which interest is stated to be due thereon, and any date on which interest becomes due thereon on account of the early redemption thereof or on dccount of the happening of an event which, under the terms of such Bonds, requires a payment of interest to be made thereon. "Investment Obligations" means, to 'the extent permitted by law: (a) Government Obligations. (b) Obligations of federal agencies which obligations represent the full faith and credit of the United. States of America, including, but not limited to: Export -Import Bank Farm Credit System Financial Assistance Corporation Farmers Home Administration -- (Certificates of beneficial ownership) Federal Financing Bank Federal Housing Administration General Service Administration -- Participation certificates Government National Mortgage Association (GNMA or "Ginnie Mae") GNMA - guaranteed mortgage -backed bonds or GNMA - guaranteed pass - through obligations U.S. Maritime Administration -- Guaranteed Title XI financing Ciry of Miami Page 11 of 71 Printed On: 10/112007 { File Number: 07-00913 Enactment Number: Small Business Administration U.S. Department of Housing& Urban Development (HUD) Project Notes, Local Authority Bonds, New Communities Debentures - U.S. government guaranteed debentures" U.S. Public Housing Notes and Bonds - U.S. government guaranteed public housing notes and bonds • (c) Obligations of non -full faith and credit U.S. federal agencies, including, but not limited to,: Federal Home Loan Bank Slystem -- Senior debt obligations • Federal Home Loan Mortgage Corporation (FHLMC or "Freddie Man Participation. certificates i Senior debt obligations Federal National Mortgage Corporation (FNMA or "Fannie Mae") Mortgage -backed securities Senior debt obligations Student Loan Marketing Association (SLMA or "Sallie Mae") Senior debt obligations r Resolution Funding Corp. ("REFCORP") Farm Credit System (d) The Local Government Surplus Trust Fund managed by the State Board of Administration of the State of Florida. (e) One or more funding agreements, investment agreements or guaranteed investment contracts to be issued pursuant to applicable state insurance regulations by an insurance company rated by Best Insurance Reports in one of the two highest rating categories or whose claims paying ability is rated in one of the two highest rating categories by at least one of the Rating Agencies or by a bank rated AA or better, or their respective successors and assigns, which agreements or contracts shall be issued out of the general account of such insurance company or issued out of a separate account guaranteed by the general account of such insurance company. (f) Any repurchase agreements with any bank, savings institution or trust company which is insured by the Federal Deposit Insurance Corporation or with any broker/dealer with retail customers which is a member of the Securities Investors Protection Corporation, provided such' agreements are i) in writing; and ii) fully secured by securities unconditionally guaranteed by the United States of America, and provided further that (l) any such collateral is held by the City or any agent acting solely for the City of Miami Page 12 of 71 Printed On: 10/1/2007 File Number.: 07-00913 Enactment Number: !City during the full term of such agreements; (2) any such collateral is not subject to liens or claims of third parties; (3) any such collateral has a market value (determined at least every 14 days) at least equal to one hundred two percent (102%) of the amount invested in such agreement; (4) the City has a perfected first security interest in such collateral; and (5) such agreement shall provide that the failure to maintain such collateral at the level required by clause (3) above will require the City or its agent to liquidate the investments. Master repurchase agreements shall be executed with all dealers and brokers engaged in repurchase agreements with the City. (g) Commercial paper rated in one of the two highest rating categories by at least two Rating Agencies or commercial paper backed by a letter of credit or line of credit rated in one of the two highest rating categories by at least two Rating Agencies. (h) Bonds, notes, or obligations of the State of Florida, any municipality or political subdivision or any agency or authority of this state, if such obligations are rated by at least two Rating Agencies in any one of their two highest rating categories. (i) Interest bearing time deposits or savings accounts in banks organized under the laws of this state, in national banks organized under the laws of the United States and doing business and situated in this state, in savings and loan associations which are under state supervision, or in federal savings and loan associations located in this state and organized under federal law and federal supervision, provided such deposits are secured by collateral as may be prescribed by law. (j) Bank time deposits evidenced by certificates of deposit issued by any bank, savings and loan association, trust company or national banking association, which are (a) fully insured by the Federal Deposit _Insurance Corporation and are governed by Florida Statutes, (b) to the extent not so insured, secured by Government Obligations provided (i) such Government Obligations shall be in the physical possession of the City or a bank or trust company of its choosing which is not the issuer of such certificate of deposit or bankers' acceptance, or a first lien perfected security interest in such obligations is created for the benefit of the City as fiduciary for the holders of the bonds, and (ii) such obligations must continuously have a market value at least equal to the amount so invested. (k) Bills of Exchange or time drafts drawn on and accepted by a commercial bank (commonly referred to as a Banker's Acceptance) and eligible for use as collateral by member banks in borrowing from a Federal Reserve Bank, provided that the accepting bank or its holding company is rated in one of the two highest rating categories by at least one of the Rating Agencies. (1) Securities . of, or other interests in, any open-end or closed -end management type, investment company or investment trust registered under the Investment Company Act of 1940, 15 U.S.C. ss 80a-1 et sec., as amended from time to time, provided the portfolio of such investment company or investment trust is limited to Government Obligations and to repurchase agreements fully collateralized by such City of Miami Page 13 of 71 Printed On: 10/1/7007 File Number: 07-00913 Enactment Number: 'Government Obligations and provided such investment company or investment trust takes delivery of such collateral either directly or through an authorized custodian. (m) Shares of the Government Fund or any other investment fund established by the Florida Counties Investment Trust, the assets of which are restricted to investment instruments by the City's investment policy, as it may be amended from time to time. (n) Collateralized mortgage obligations (CMOs) which are bank eligible ant; . pass the Federal Financial Institution Examination Council (FFIEC) Codes for CMO safety. (o) World Bank Notes, Bonds and Discount Notes and Notes, rated in the highest rating category of at least one Rating Agency. (p) Obligations of the TennesseeValiey Authority. (q) Reverse repurchase agreements which shall. be used only for Iiquidity purposes and cannot be longer than thirty (30) days in duration. "Local Option Gas Taxes" means collectively (a) the City's portion of a tax imposed by Ordinance No. 93-63 enacted by the County on June 15, 1993, as may be amended from time to time, pursuant to Section 336.025(1)(a), Florida Statutes, as amended and distributed pursuant to an Interlocal Agreement dated as of May 20, 1993 among the County, the City and the other municipalities located in the County; and (b) the City's portion of a tax imposed by Ordinance No. 93-91 enacted by the County on September 20, 1993, as amended by Ordinance No. 96-101 enacted on June 20, 1996, as may be amended, pursuant to Section 336.025(1)(b), Florida Statutes, as amended and distributed pursuant to Interlocal Agreement dated as of July 27, 1993. "Mayor" means the Mayor of the City or in his absence or inability to perform such member of the City Commission designated by the Mayor to act in the Mayor's behalf or any person succeeding to the principal function of the office of Mayor. "Maximum Principal and Interest Requirements" means, as of any particular date of calculation, the greatest amount of Principal and Interest Requirements for the then current or any future Fiscal Year. "Moody's" means Moody's Investors Service Inc., its successors and assigns, and if such entity no longer performs the functions of a securities rating agency, "Moody's" shall refer to any other nationally recognized securities rating agency designated by the City. "Outstanding" means ,all Bonds that have been authenticated and delivered by the Bond Registrar under this Resolution except: (a) Bonds paid or redeemed or delivered to or acquired by the Bond Registrar for cancellation; (b) Bonds deemed to be paid under the provisions of this Resolution; and Ci:y of Miami Page 14 of 71 Printed On: 10/1/2007 File Number: 07-00913 Enactment Number: (c) Bonds in exchange for or in lieu of which other Bonds have. been authenticated and delivered under this kesolution; provided, however, that in determining whether the Holder of the requisite principal amount of Outstanding Bonds has given any request, demand, authorization, direction, notice, consent or waiver ;hereunder, Bonds owned by the City shall be disregarded and deemed not to be Outstanding, except that, in determining whether any Fiduciary hereunder shall be protected ,in relying upon any such request, demand, authorization, direction, notice, conseni or waiver, only Bonds that such Fiduciary knows to be so owned shall be so disregarded. "Parking Surcharge" means a 15% parking surcharge to be charged at public parking facilities within the City approved by tlEie electors of the City on November 4, 2003, imposed pursuant to, Section 166.271, Florida Statutes and pursuant to Ordinance No. 12563 enacted by the City Commission on July 22, 2004. "Paying Agent" means, as to any particular Series of Bonds, the banks or trust companies, either within or without thd State, designated as such by the City Commission, which shall perform such, functions as Paying Agent; provided, however, the City, acting by and through the Finance Director, may serve as Paying Agent. "Person" means and includes an association, unincorporated organization, a corporation, a partnership, a joint ventilre, a business trust, or a government or an agency or a political subdivision thereof, or any other public or private entity, or a natural person. "Predecessor Bonds" of any particular Bond means every previous Bond evidencing all or a portion of the same debt as that evidenced by such particular Bond. - For purposes of this definition, any Bond authenticated and delivered under Section 211 of this Resolution in lieu of a mutilated, destroyed, stolen or lost Bond shall be deemed to evidence the same debt as the mutilated, destroyed, stolen or lost Bond. "Principal" means (i) with respect to the principal amount of any Capital Appreciation Bond, the Accreted Value thereof except as used in this Resolution in connection with the authorization and issuance of Bonds and with the order of priority of payments of Bonds after an Event of Default, in which cases "principal" means the principal amount at its initial offering (the difference between the Accreted Value and the initial public offering price being deemed interest) and (ii) with respect to the principal amount of any Current Interest Bond, the principal amount of such Bond payable at maturity. "Principal and Interest Account" means the Principal and Interest Account created within the Debt Service Fund and so designated by Section 401 of this Resolution. "Principal and Interest Requirements' shall mean the respective amounts which are required in each Fiscal Year to provide: (i) for paying the interest on all such Bonds then Outstanding; (ii) for paying the principal of Serial Bonds then Outstanding; City of Miami Page 15 of 71 Printed On: 10/1/2007 File Number: 07-00913 Enactment Number: r�► (iii) for paying the Amortization Requirements, if any, for all Tenn Bonds then Outstanding for such Fiscal Year; and (iv) for the paying of any Hedge Obligations, if any, owed under a Hedge Agreement (excluding a Hedge Termination Payment). For purposes of computing (i), (ii), (iii) and (iv) above, any principal, interest, Amortization Requirements or Hedge Obligations due on the first day of the,. • following Fiscal Year shall be deemed due in the preceding Fiscal Year. The following rules shall apply in determining the amount of the Maximum Principal and Interest Requirements for any Fiscal Year: (A) 1n the case of Capital Appreciation Bonds, the principal and interest portions of the Accreted Value of Capitol Appreciation Bonds becoming due at maturity or by virtue of an Amortization Requirement shall be included in the calculations of accrued and unpaid interest and principal requirements in the Fiscal Year in which said Capital Appreciation Bonds mature or are redeemed; and (B) If all or a portion of the principal of or interest on a Series of Bonds is payable from funds irrevocably set aside or deposited for such purpose, together with projected earnings thereon, as determined by an Accountant, to the extent such earnings are projected to be from Investment Obligations, such principal or interest shall not be included in determining Principal and Interest Requirements. "Rating Agency(ies)" means, S&P, Moody's and Fitch, but only to theextent that each such entity then has a rating in effect on Bonds issued and Outstanding under this • Resolution. "Rebate Amount" means the amount of any rebate or penalty in lieu of rebate which is payable under Section 148(0 of the Code. "Rebate Fund" means the City of Miami Special Obligation Bonds Rebate Fund created and so designated by Section 401 of this Resolution. "Record Date" means, for (i) the Series 2007 Bonds, the close of business on the fifteenth (15th) day of the month preceding each Interest Payment Date and (ii) for other Series of Bonds, the record date or dates established for the Bonds of such Series in a Series Resolution. "Refunding Bonds" means the Bonds authorized pursuant to Section 210 of this Resolution. "Reserve Fund" means'the City of Miami Special Obligation Bonds Reserve Fund created and so designated by Section 401 of this Resolution; provided, however, that each particular Series of Bonds issued under this Resolution shall be secured by the Reserve Fund only to the extent that the Series Resolution corresponding to such Series of Bonds expressly so provides. Cit' of Miami Page 16 of 71 Ponied On: 10/1/2007 He Number: 07-00913 Enactment Number: pa "Reserve Fund Insurance Policy" shall mean the insurance policy, surety bond or other evidence of insurance deposited to the credit of the Reserve Fund or any account thereof in 1 ieu of or in partial substitution for cash or securities on deposit therein, which policy, bond or other evidence of insurance constitutes an unconditional senior obligation of the issuer thereof. The issuer thereof shall be a municipal bond insurer whose senior debt obligations ranking pari passu with its obligations under such policy, bondor other evidence of insurance are rated at the time of deposit of such policy, bond or other evidence of insurance to the credit of the Reserve Fund or any account thereof in any of t the two highest rating categories of the Rating Agencies. "Reserve Fund Letter of Credit" shall mean the irrevocable, transferable letter of credit deposited to the credit of the Reserve Fund or any account thereof in lieu of or in partial substitution for cash or securities on deposit therein, which letter of credit constitutes an unconditional senior obligation of the issuer thereof The issuer of such letter of credit. shall be a banking association, bank or trust companyor branch thereof whose senior debt obligations ranking pari passu with its obligations under such letter of credit are rated at the time of deposit of the letter of credit to the credit of the Reserve Fund or any account thereof in any of the two highest rating categories of the Rating Agencies. "Rule" means Rule 15c2-12, as amended, prescribed by the Securities and Exchange Commission pursuant to the SecuritiesrExchange Act of 1934. "Serial Bonds" means the Bonds that are stated to mature in consecutive annual installments and that are so designated or provided for in a Series Resolution_ "Series" means all of the Bonds authenticated and delivered on original issuance as a separate series of Bonds, including the Series 2007 Bonds authorized hereunder, or any Bonds thereafter authenticated and delivered in lieu of or in substitution for such Bonds pursuant to Article Il hereof. "Series Reserve Fund Requirement" means, for any Series of Bonds, to the extent that the Series Resolution for such Series of Bonds expressly provides that such Series of Bonds is to be secured by the Reserve Fund, the amount stipulated in the Series Resolution as the Series Reserve Fund Requirement for such Series of Bonds or any lesser amount as may be necessary in order to preserve the exclusion of interest on the Bonds of such Series from gross income for federal income tax purposes, as provided in the corresponding Series Resolution; provided, however, that where more than one Series of Bonds are issued simultaneously, such Series of Bonds shall be treated as one Series of Bonds hereunder for purposes of computing the Series Reserve Fund Requirement therefor. "Series Resolution" means, (i) as to the Series 2007 Bonds, this Resolution, and (ii) as to any one or more additional Series of Bonds, the resolution or resolutions of the City providing for the authorization, sale and issuance of such Series of Bonds authorized to be issued as Additional Bonds under Section 209 hereof or Refunding Bonds under Section 210 hereof; provided, however, that a Series Resolution may provide that the terms of a particular Series of Bonds shall be set forth in the Bond Purchase Contract for such Series of Bonds or, if there is no Bond Purchase Contract for such Series of Bonds, in a City Manager's certificate establishing the terns of such Series of Bonds. City of Miami Pogc 17 of 71 Printed Orr 10//i20O7 File Number: 07-00913 Enactment Number.: "Series 2007 Bonds" means the bongs authorized by Section 208 of this Resolution, the proceeds of which, together with other available moneys, will be used, among other things, to pay the cost of the Series 2007 Project. "Series 2007 Project" means the acquisition, construction and improvements to certain roadways and streetscapes as more particularly described in Exhibit "B" attached hereto. "S&P" means Standard & Poor`s Ratings Services, a division of the McGraw-Hill Corporation, its successors and assigns, and if such entity no longer performs the functions of a securities rating agency,; `S&P" shall refer to any other nationally recognized securities rating agency designated by the City. , "State" means the State of Florida. "Subordinated Indebtedness" shall mean bonds, notes or other forms of indebtedness, the payment of the principal or interesttor redemption premium on which are payable - solely from the Designated Revenues after all payments on account of the Bonds required by Section 403 of this Resolution have{been made, and which is designated as Subordinated Indebtedness by the City)Commission in the resolution authorizingthe. - issuance of such Indebtedness. "Term Bonds" means that portion of any Bonds which are stated to mature on one date in a calendar year and which shall be subject to mandatory redemption by operation of an Amortization Requirement. "Transportation Surtax" means the City's portion of the Charter County Transit System Surtax approved by the electorate of the County on November 5, 2002, pursuant to Section 212.055(1), Florida Statutes and Ordinance No. 02-116 enacted by the County on July 9, 2002 and distributed to the City pursuant to an Interlocal Agreement between the County and the City, approved pursuant to Resolution No. 03-651 adopted on June 12, 2002. "Underwriters" means, with respect to the Series 2007 Bonds, collectively, J.P. Morgan Securities Inc., UBS Securities LLC, SunTrust Capital Markets, Inc., Raymond James & Associates, Inc. and LaSalle Financial Services, Inc. "Variable Rate" means, when used rith respect to any Bonds, an interest rate which is subject to future change so that at the date any calculation of interest thereon is required to be made hereunder or under any Series Resolution, the interest payable at any future time or for any interest period (which is relevant to such calculation) is not known. For purposes of determining whether Additional Bonds may be issued, the interest rate on the proposed Variable Rate Bonds shall be deemed to be the "Assumed Interest Rate." As used herein the "Assumed Interest Rate" shall be deemed to be the greater of (A) the sum of the average of the actual interest rates on seven day obligations for the immediately preceding 52 weeks (or if not available for the 52 week period, then for the period for which available), as shown by the Securities Industry and Financial Markets Association ("SEFMA") Municipal Swap Index, published by Thompson Financial Services (or if such index is not published, a like 7 day index for high quality variable rate demand obligations selected by the City) for such period, plus 50 basis points, or (B) the average of the interest rate which would have been applicable to such Variable Rate Bonds Cuy of Miami Page 18 of 71 Printed On: 101112007 File Number: 07-00913 Enactment Number: pursuant to the index or formula specified for determination of the interest on such Variable Rate Bonds during the immediately preceding 52 weeks (or if not available for such 52 week period, for the period for which available). Section 103. Interpretations. Unless the context shall otherwise indicate, the words "Bond", "owner", "holder" and "person" (whether or not such words are capitalized) shall include the plural as well as the singular number, the word "person" means any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization or government or any agency or political subdivision thereof, and the words "holder", ."bondholder" and "registered, owner" (whether or not such words are capitalized) when used herein with respect to Bonds issued hereunder shall mean the Holder or registered owner, as the case may be, of Bonds at the time issued and Outstanding hereunder. Section 104. Resolution Constitutes Contract. . In consideration of the acceptance of the Bonds authorized to be issued hereunder by those who shall own the same from time to time, this Resolution and any Series Resolution adopted pursuant hereto shall be deemed to be and shall constitute a contract between the City and such Bondholders, and the covenants and agreements herein set forth to be performed by the City shall be for the equal benefit, protection and security of the owners of any and all of such Bonds, all of which shall be of equal rank and withotit preference, priority, or distinction of any of the Bonds over any other thereof except as expressly provided therein and herein. [END OF ARTICLE I] City ofMiamr Page 19 of 71 Printed On: 10/1/2007 File Number: 07-00913 Enactment Number: ARTICLE II DETAILS OF BONDS; ISSUANCE OF BONDS Section 201. Limitation on Issuance of Bonds. No Bonds may be issued under the provisions of this Resolution except in accordance with the provisions of this Article. Section 202. Form of Bonds. Except to the extent provided in Section 100i(f) i hereof, all definitive Bonds are issuable as fully registered Bonds in substantially the form set forth in Exhibit "A" hereto, and in denominations as set forth herein or in .the applicable Series Resolution or in any supplemental resolution adopted in accordance with this Resolution. All 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 of any securities exchange og which the Bonds may be listed or any usage or requirement of law with respect thereto. Section 203. Details of Bonds. The City may issue Bonds hereunder in the form of Current Interest Bonds and Capital Appreciation Bonds, as provided in the applicable Series Resolution. Each Bond shall be issued as part of a Series of Bonds, shall be dated, shall have such Interest Payment Dates, shall bear interest from such date or dates and at such rate or rates until the maturity thereof, payable on such Interest Payment Dates, and shall be stated to mature (subject to the right of prior redemption), all as provided in, or pursuant to, the applicable Series Resolution. Unless otherwise provided in the applicable Series Resolution pursuant to which each Series of Bonds is issued, each Bond shall bear interest from the Interest Payment Date next preceding the date on which it is authenticated unless it is (i) authenticated upon any Interest Payment Date in which event it shall bear interest from such Interest Payment 'Date or (ii) authenticated before the first Interest Payment Date in which event it shall bear interest from its date; provided, however, that if at the time of authentication of any Bond interest is in default, such Bond shall bear interest from the date to which interest has been paid. Unless otherwise provided in the applicable Series Resolution, the Bonds shall be executed with the signatures or facsimile signatures of the City Manager and City Clerk and a facsimile of the official seal of the City shall be impressed or imprinted thereon, In case any officer whose signature or a facsimile of whose signature shall appear on any Bonds shall cease to bet such officer before the delivery of such Bonds, such signature or such facsimile shall nevertheless be valid and sufficient for all purposes the same as if such person had remained in office until such delivery, and also any Bonds may bear the facsimile signatures of, or may be signed by, such persons as at the actual time of the execution of such Bonds shall be the proper officers to sign such Bonds although at the date of such Bonds such persons may not have been such officers. Both the principal of and the interest on the Bonds shall be payable in any coin or currency of the United States of America which is Iegal tender on the respective dates of payment thereof for the payment of public and private debts. Unless otherwise provided City of Miami Page 20 of 71 Printed On: 10/112 007 File Number: 07-00913 Enactment Number: herein or in the applicable Series Resolution, the principal of all Bonds shall be payable at the principal corporate trust office ofkhe Bond Registrar upon the presentation and. surrender of such Bonds as the same shall, become due and payable. Except to the extent otherwise provided as to any Series of Bonds in the applicable Series Resolution, interest on any Bond, is payable on any Interest Payment Date by:..... check or draft mailed to the person in wr!hose name that Bond (or one or more Predecessor Bonds) is registered at the close of busiehess on the Record Date for such Interest Payment Date; provided, however, that the Holder at Bonds in an aggregate principal amount of at least $1,000,000 shall be entitled to have interest paid by wire transfer to such Holder to the bank account number on file with the Paying Agent, upon written request to the Paying Agent received prior to the Record Date preceding any Interest Payment Date, which written request shall specify the lank (which shall be a bank within the continental United States) and bank account number to which interest payments are to be wired.Any such request for interest payments by wire transfer shall remain in effect until rescinded or changed by written notice to the Paying Agent received prior to the Record Date preceding any Interest Payment Date. 1 Section 204. Authentication of Bonds. Only such Bonds as shall have endorsed thereon a certificate of authentication; duly executed by the Bond Registrar shall be entitled to any benefit or security under this Resolution. No Bond shall be validor obligatory for any purpose unless and until such certificate of authentication on the Bond shall have been duly executed by the bond Registrar, and such certificate of the Bond Registrar upon any such Bond shall be conclusive evidence that such Bond has been duly authenticated and delivered under this, Resolution. The, Bond Registrar's certificate of authentication on any Bond shall be deemed to have been duly executed if signed by an authorized signatory of the Bond Registrar, but it shall not be necessary that the same signatory sign the certificate of authentication on all of the Bonds that may be issued hereunder at any one time. Section 205. Exchange of Bonds. Bonds, upon surrender thereof at the principal office of the Bond Registrar, together with an assignment duly executed by the Holder or such Holder's attorney or legal representative in such form as shall be satisfactory to the Bond Registrar, may, at the option of the Holder thereof, be exchanged for an equal aggregate principal amount of Bonds of the same Series and maturity, of any denomination or denominations authorized by this Resolution and bearing interest at the same rate as the registered Bonds surrendered for exchange. Section 206. Registration of Transfer of Bonds. The Bond Registrar shall keep books for the registration, exchange and registration of transfer of Bonds as provided in this Resolution. The Bond Registrar shall evidence acceptance of the duties, obligations and responsibilities of Bond Registrar by execution of the certificate of authentication on the Bonds. The transfer of any Bond may be registered only upon the books kept for the registration of transfer of Bonds upon surrender of such Bond to the Bond Registrar, City of Miami Page 21 of 71 Printed On: 1O/1/2007 File Number: 07-00913 Enactment Number: together with an assignment duly executed by the Holder or such Holder's attorney or legal representative in such form as shall be satisfactory to the Bond Registrar. - Upon any such exchange or registration of transfer, the City shall execute (in the manner provided in Section 203 hereof) and the Bond Registrar shall authenticate and deliver in exchange for such Bond a netiregistered Bond or Bonds, registered in the . name of the transferee, of any denomination or denominations authorized by this Resolution, in the aggregate principal arhount equal to the principal amount of such Bond surrendered, of the same Series and maturity and bearing interest at the same rate. In all cases in which Bonds shall be exchanged or the transfer of Bonds shall be registered hereunder, the City shall execute (in the manner provided in Section 203 hereof) and the Bond Registrar shall authenticate and deliver at the earliest practicable. time Bonds in accordance with the provisions of this Resolution. All Bonds surrendered in any such exchange or registration of trransfer shall forthwith be cancelled by the Bond Registrar. No service charge shall be made for any registration of transfer or exchange o f Bonds, but the City and the Bond Registrar may require payment of a sum sufficient to cover any tax or other governmental chalrge that may be imposed in connection with any registration of transfer or exchange of Bonds. Except as provided in a Series Resolution, the Bond Registrar shall not be.requireda(i) to register the transfer of or to exchange Bonds during a period beginning at the opening of business fifteen (15) days before the day of mailing of a notice of redemption of Bonds under this Resolution and ending at the close of business on the day of such mailing or (ii) to register the transfer of or to exchange any Bond so selected for redemption in whole or in part. Section 207. Ownership of Bonds. The City, any Paying Agent and the Bond Registrar, and any other agent of the City, may treat the person in whose name any Bond is registered on the books of the City kept by the Bond Registrar pursuant to Section 206 hereof as the Holder of such Bond for {he purpose of receiving payment of principal of and redemption premium, if any, and interest on such Bond, and for all other purposes whatsoever, whether such Bond be overdue, and, to the extent permitted by law, neither the City, any Paying Agent, the Bond Registrar nor any such agent shall be affected by any notice to the contrary. Section 208. Issuance and Details of the Series 2007 Bonds. (a) Authorization. There shall be initially issued under and secured by this Resolution the Series 2007 Bonds of the City, and this Resolution, in addition to the other matters encompassed hereunder, shall be deemed to be the Series Resolution for such Series 2007 Bonds. The Series 2007 Bonds shall be issued in the aggregate principal amount not to exceed Eighty Million Dollars (S80,000,000), with the exact aggregate principal amount of said Series 2007 Bonds to be determined by the City Manager as set forth in the Bond Purchase Contract referred to below. The Series 2007 Bonds shall be issued for the purpose of providing funds, together with other available moneys, to (i) finance the costs of acquisition, construction and improvements to certain roadways and streetscapes as more particularly described in Exhibit "B" hereto (the "Series 2007 Project"), (ii) fund a deposit to the Reserve Fund in respect of the Series 2007 Bonds, and (iii) pay the costs of issuance of the Series 2007 Bonds, including a premium in respect of Cin'ofMiand Page 22 of 71 Printed On: 10/1/2007 File Number: 07-00913 Enactment Number: any Insurance Policy. The Series 2007 Bonds shall be designated "City of Miami, "Florida Special Obligation Bonds, Series 2007 (Street and Sidewalk Improvement Program)." The Series 2007 Bonds shall be executed in the manner set forth in this Resolution and shall be deposited with the Bond Registrar for authentication but prior to or simultaneously with the authentication and delivery of the Series 2007 Bonds there shall be filed with the City Manager the following documents and opinions: W (i) a copy, certified by the City Clerk, of this Resolution; (ii) an opinion of the City Attorney to the effect that this Resolution has been duly adopted by the City Commission and isin full force and effect; (iii) an opinion or opinions of Bond Counsel to the effect that (A) this Resolution has been duly adopted by the City Commission, is in full force and effect and is enforceable in accordance with its terms, (B) the issuance of the Series 2007 Bonds has been duly and validly authorized, (C) the Designated Revenues have been lawfully pledged, to the extent described in this Resolution, for the payment of the Series 2007 Bonds, (D) the Series 2007 Bonds constitute special obligations of the City payable in accordance with the provisions of this Resolution and (E) interest on the Series 2007 Bonds is excluded from gross income for federal income tax purposes; provided, however, that such opinion may take exception for limitations imposed by or resulting from bankruptcy, insolvency, moratorium, reorganization or other laws affecting creditors' rights and judicial discretion; and (iv) any additional documents or opinions as Bond Counsel, the Underwriters of the Series 2007 Bonds or their counsel may reasonably require. When (i) the documents mentioned above shall have been filed with the City Manager, (ii) the Series 2007 Bonds shall have been executed by the City and authenticated by the Bond Registrar as required by this Resolution, and (iii) the Underwriters have paid to the City the purchase price of the Series 2007 Bonds, then the Bond Registrar shall deliver such Series 2007 Bonds at one time to or upon the order of the Underwriters as set forth in the Bond Purchase Contract. The proceeds of the Series 2007 Bonds shall be applied by the City in the manner provided in a certificate of the Finance Director to be delivered prior to or simultaneously with the issuance of the Series 2007 Bonds. (b) Form, Denominations, Date, Interest Rates and Maturity Dates. The Series 2007 Bonds are issuable only in fully registered form and shall be in substantially the form thereof set forth in Exhibit "A" to this Resolution, with such appropriate City of Miami Page 23 of 71 Printed On: 10/1/2007 File Number: 07-00913 Enactment Number: variations, omissions and insertions as may be required therein and approved by the City Manager as set forth in the Bond Purchase Contract. The Series 2007 Bonds -shall be issued in denominations of $5,000 or any multiple thereof, or such other denominations as determined by the City Manager. The Series 2007 Bonds shall be dated on such date determined by the City Manager and set forth in the Bond Purchase Contract and 'shall bear interest as provided in Section 213 hereof, unless otherwise determined by the City Manager and set forth in the Bond Purchase Contract. Interest on the Series 2007:Bonds shall be payable semiannually on January 1 and July 1 of each year (or on such_ other dates determined by the City Manager), commencing on such date as shall be determined by the City Manager. The Series 2007 Bonds shall mature on such date, in such year or years, but not later than the year 2037; shall bear interest at such fixed or variable rate'.or rates,Kmay be subject to mandatory redemption and optional redemption, and optional and mandatory tender for purchase, all as determined by the City Manager and as set forth in the Bond Purchase Contract provided, however, that the Series 2007 Bonds shall .be -sold to the Underwriters at not less than n`nety-nine percent (99%) (including underwriters' discount but excluding original issu discount or premium) of the original principal amount of the Series 2007 Bonds and kt a true interest cost rate not to exceed six percent (6%) per annum. The Series 2007 Bonds shall be numbered consecutively from R-1 and upwards. Subject to the foregoing, the aggregate principal amount, 'maturities;: interest rates and other terms of the Series 2007 Bonds shall be as approved and determined by the City Manager and set forth in they Bond Purchase Contract, with the execution and delivery of the Bond Purchase Contract by the City Manager and the attestation thereof by the City Clerk being conclusive evidence of the City's approval of the final details and prices of the Series 2007 Bonds. The Series 2007 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. The execution and delivery of the Series 2007 Bonds substantially in the form mentioned above is hereby authorized, and 'the execution of the Series 2007 Bonds for and on behalf of the City, with a facsimile or manual signature, by the City Manager with the official seal of the 'City impressed or imprinted thereon and attested, with a facsimile or manual signature, by the City Clerk, and hereby authorized and shall be conclusive evidence of any such approval. All payments of interest on the Series 2007 Bonds shall be made by check mailed to the owners in whose names Series 2007 Bonds are registered on the Record Date; provided, however, that the Holder of Series 2007 Bonds in an aggregate principal amount of at least $1,000,000 shall be entitled to have interest paid by wire transfer as provided in Section 203 hereof. interest on the Series 2007 Bonds shall be computed on the basis of a 360-day year of twelve 30-day months. (c) Optional Redemption. The Series 2007 Bonds are subject to redemption prior to maturity at the option of the City, in whole or in part at any time, at such times, and at the redemption prices, as approved and determined .by the City Manager, as set forth in the Bond Purchase Contract; provided, however, the redemption premium on the Series 2007 Bonds shall not exceed one hundred two percent (102%). The execution, attestation, seal and delivery of the Bond Purchase Contract by the City Manager and the City of Miami Page 24 of 71 Primed On: 10/1/2007 File Number: 07-00913 Enactment Number: City Clerk shall be conclusive evidence of the City's approval of the optional redemption provisions contained therein relating t&the Series 2007 Bonds. (d) Mandatory Sinking Fund Redemption, The Series 2007 Bonds consisting of Term Bonds, if any, shall be subject to mandatory redemption prior to maturity to the extent of the Amortization Requirements therefor at the principal amount of such -Series 2007 Bonds to be redeemed, plus accrued interest to the date fixed for redemption; but without premium, for which there is an Amortization Requirement due on such Series 2007 Bonds. The Amortization Requirements and redemption date or dates for the -Series 2007 Bonds consisting of Term Bonds shall be as approved and determined by the City Manager, all as set forth in the Bond Purchase Contract. The execution and delivery:.of the Bond Purchase Contract by the City Manager and the City Clerk shall be conclusive evidence of the City's approval of the mandatory sinking fund redemption :provisions contained therein relating to the Series1007 Bonds. (e) - Series Reserve Fund Fiequirement for Series 2007 Bonds. The City Commission hereby authorizes the City Manager to establish a Series Reserve. _Fund Requirement for the Series 2007 Bonds if the City., Manager determines that such a Series Reserve Fund Requirement is in the best interests of and advantageous to the City... The City Manager shall determine the amount of the Series Reserve Fund Requirement, if any, for the Series 2007 Bonds, subject to the provisions of this Resolution. If the City Manager determines that the establishment of a Series Reserve Fund Requirement for the Series 2007 Bonds is in the best interests of and advantageous to the City, the City Manager shall make further determinations as to whether the Series Reserve Fund Requirement shall be funded from the proceeds of the Series 2007 Bonds, other moneys available to the City, a Reserve Fund Insurance Policy, a Reserve Fund Letter of Credit or a combination of the foregoing. The determinations required to be made by the City Manager pursuant to this paragraph (e) shalI be made prior to the execution of the Bond Purchase Contract and shall be set forth in an exhibit to said Bond Purchase Contract together with all of the other details of,the Series 2007 Bonds required to be determined by the City Manager. The execution and delivery of the Bond Purchase Contract by the City Manager and the City Clerk shall be conclusive evidence of the City's approval of the determinations to be made by the City Manager pursuant to this paragraph (e). (f) Approval of Form of Paving Agent and Bond Registrar Agreement; Designation of Paying Agent and Bond Registrar. The execution and delivery of the Paying Agent and Bond 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 Bond Registrar Agreement. The City Manager is hereby authorized to execute and the City Clerk is hereby authorized to attest to, seal and deliver the Paying Agent and Bond Registrar Agreement in substantially the form approved at this meeting and attached hereto as Exhibit "C", 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 Bond Registrar Agreement, as described herein, shall be conclusive evidence of the City's approval of Cif). of Miami Page 25 of 71 Printed On: 10/1/2007 File Number: 07-00913 Enactment Number. any such determinations, changes, insertions, omissions or filling in of blanks. tuommerce Bank, National Association, is hereby designated to serve as Paying Agent and as Bond Registrar for the Series 2007 Bonds under this Resolution. (g) Findings Regarding Negotiated Sale. In accordance with Section 218.385, Florida Statutes, the City hereby finds, determines and declares, based upon the advice of its Financial Advisor for the Series 2007 Bonds, that a negotiated sale of the Series 2007 Bonds is in the best interests of the City for the following reasons: t (i) The structure and timing of the issuance of the Series 2007 Bonds require extensive planning, and it is not practical for the City, the Financial Advisor and the Underwriters to engage in such planning within the time constraints and uncertainties inherent within a competitive bidding process; ; (ii) The Designated Revenues comprise new revenue sources being pledged and consist of multiple revenue sources which require extensive planning and explanation to the market; and (iii) The vagaries of the current and near future municipal bond market demand that the Underwriters have the maximum time and flexibility to price and market the Series 2007 Bonds, in order to obtain the most favorable interest rates available. (h) Award, The City hereby approves the Bond Purchase Contract in substantially the form presented to this meeting and attached hereto as Exhibit "D", with such variations, omissions and insertions as may be necessary to evidence the final terms of the Series 2007 Bonds. Upon compliance by the Underwriters with the requirements of Section 218.385(6) and Section 287.133, Florida Statutes, the City Manager is authorized to finalize the terms of and execute the Bond Purchase Contract, and to deliver said Bond Purchase Contract to J.P. Morgan Securities Inc. as representatives, on behalf of themselves and the other Underwriters. The City hereby approves the negotiated sale of the Series 2007 Bonds to the Underwriters upon the terms and conditions set forth herein and as set forth in the Bond Purchase Contract. The City hereby authorizes and directs the City Manager to determine the final provisions of the Bond Purchase Contract, within the parameters for the Series 2007 Bonds set forth in Section 208 of this Resolution, and authorizes and directs the City Manager to execute and the City Clerk to attest to, seal and deliver the Bond Purchase Contract in substantially the form approved at this meeting and attached hereto as Exhibit "D", 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 Bond Purchase Contract by the City Manager and the City Clerk shall be conclusive evidence of the City's approval of any such determinations, changes, insertions, omissions or filling in of blanks. City of Miami Page 26 of 71 Printed On: 10/1/2007 File Number: 07-00913 Enactment Number: (i) Approval of Preliminary Official Statement and Final Official Statement; Approval of Printer. The use and distribution by the Underwriters of the Preliminary Official Statement in connection with the offering of the Series 2007 Bonds for sale by the Underwriters, in substantially the form presented to the City Commission .at this meeting, and attached hereto as Exhibit "E", is hereby approved and such Preliminary Official Statement, with the permitted; omissions, is deemed "final" for purposesof' the Rule, subsection (b)(l). The City Manager and the Finance Director are authorized: and directed to execute and deliver a Final Official Statement in the name and on behalf of the City, and thereupon to cause such Official Statement to be delivered to ..the Underwriters within seven (7) Business Days of the execution of the Bond Purchase Contract, with such variations, omissions and insertions as may be determined by .the City Manager after consultation with the Financial Advisor, the Finance Director;,?the City Attorney, disclosure counsel to t4 City and Bond Counsel. The use and distribution of a Final Official Statement in substantially the form of the Preliminary. -...Official Statement, and with such terms and prvisions as modified to incorporate the final terms of the sale of the Series 2007 Bonds,'subject to such changes, modifications, deletions and additions as the City Manager, uipon the advice of the Finance Director;:the:City Attorney, disclosure counsel to the ity and. Bond Counsel may deem necessary and appropriate, the execution of the Final Official Statement for and on behalf of the City by the City Manager and the Finance. Director being conclusive evidence of the City's approval of any .such changes. (j) Continuing Disclosure Agreement. In order to implement the continuing disclosure covenants contained in Section 608 hereof with respect to the Series 2007 Bonds, the City hereby authorizes and directs the City Manager to execute and the City Clerk to attest to, seal and deliver the Disclosure Dissemination Agent Agreement (the "Continuing Disclosure Agreement") in substantially the form approved. at this meeting and attached hereto as Exhibit "F", 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, disclosure counsel to the City and Bond Counsel. The execution, attestation and delivery of the Continuing . Disclosure Agreement by the City Manager and the City Clerk shall be conclusive evidence of the City's approval of any such determinations, changes, insertions, omissions or filling in of blanks. Digital Assurance Certification, LLC ("DAC") is hereby appointed as the initial Dissemination Agent under the Continuing Disclosure Agreement. (k) Use of Proceeds of Series 2007 Bonds. The proceeds received from the sale of the Series 2007 Bonds herein authorized shall be applied, withdrawn and transferred, as applicable, for the purposes stated in and in a manner consistent with the Sources and Uses of Funds section of the Final Official Statement for the Series 2007 Bonds and the Bond Purchase Contract. The specific amounts to be deposited in the funds and accounts established by this Resolution for the Series 2007 Bonds shall be set forth in a certificate to be delivered by the Finance Director simultaneously with the delivery of the Series 2007 Bonds. City of Miami Page 27 of 71 Printed On: 1011 1?007 File Number: 07-00g13 Enactment Number: (I) Book -Entry Only System. The Series 2007 Bonds are to be issued as uncertificated securities, pursuant to tithe book -entry only system maintained- by The Depository Trust Company of New York, New York ("DTC"), subject to the terms and provisions of Section 213 hereof. Upon initial issuance of the Series 2007 Bonds, and until the Series 2007 Bonds are no ldnger maintained through DTC's book -entry 'only system, the Registered Owner of all the Series 2007 Bonds shall be, and the Series 2007 Bonds shall be registered in the name 'of, Cede & Co., as nominee of DTC. The.Series 2007 Bonds shall be initially issued in,the form of separate single typewritten Bonds for each maturity of Series 2007 Bonds. , Section 209. Additional Bonds for Capital Improvements. In addition hi: -the Bonds authorized under the provisions of Section 208 of this Article, one or more Series of Additional Bonds of the City may bd issued under and secured by this Resolution, on a parity as to the pledge of the Designated Revenues with the Bonds theretofore issued under and secured by this Resolution! and then Outstanding, subject to the conditions • hereinafter provided, in this Section 20b, from time to time for the purpose of paying all or any part of the cost of any capital improvements for roadway . or transportation purposes not inconsistent with the authorized use of the Designated Revenues Each such Series of Additional Bonds issued pursuant to this Section 209 shall be -designated -as "City of Miami, Florida Special Obligation Bonds, Series (Streets and Sidewalk Improvement Program)", with the yepr in which such Series of Additional Bonds is issued inserted in the foregoing space and, if more than one Series is to be issued in a year, with an appropriate letter (commencing with "A") inserted after the year to distinguish each Series issued in such year from the other,Series issued in such year. Before any Additional Bonds shall be issued under the provisions of this Section, the City Commission shall adopt a Series Resolution authorizing the issuance of such Additional Bonds, fixing (or providing for the fixing of) the amount and the details thereof, and describing in brief and genbral terms the capital improvements to be constructed or acquired, which capital improvements shall be consistent with the authorized uses of the Designated Revenues. The Additional Bonds of each Series issued under the provisions of this Section shall be dated, shall be stated to mature (subject to the right of prior redemption as hereinafter set forth) on such date or dates, in such year or years not more than forty (40) years after the date of issuance of the Additional Bonds, shall bear interest at such rate or rates, fixed or variable, shall have such optional tender features and Credit Facility or Insurance Policy, shall have such Bond Registrar and Paying Agent, may be in the form of Current Interest Bonds or Capital Appreciation Bonds, and any Term Bonds of such Series shall have such Amortization Requirements, and may be made redeemable at such times and prices (subject to the provisions of Article III of this Resolution), all as may be provided for in, or pursuant to, the Series Resolution for such Additional Bonds. Except as to any Credit Facility or Insurance Policy and as to any difference in the maturities thereof or the rate or rates of interest or the provisions for redemption and except for such differences, if any, respecting the use of moneys in the various funds and accounts created herein, such Series of Additional Bonds shall be on a parity with and shall be entitled to the same benefit and security of this Resolution as all other Bonds theretofore or thereafter issued under this Resolution. City of Miami Page 28 of 71 Printed On: 10/1/2007 File Number: 07-00913 Enactment Number: Such Additional Bonds shall be executed in the form and manner hereinabove set forth, with such changes as may be necessary or appropriate to conform to the provisions of the Series Resolution authorizing the issuance of such Additional Bonds, and shall be deposited with the Bond Registrar for authentication and delivery, but before such Additional Bonds shall be delivered by the Bond Registrar, there shall be filed with the City Manager the following: (a) a copy, certified by the City Clerk, of the Series Resolution for such Series of Additional Bonds; (b) if applicable, a copy, certified by the City Clerk, of the resolution adopted by the City awarding such Additional Bonds, or the Bond Purchase Contract specifying the interest rate or rates for such Additional Bonds, or if such Additional Bonds are Variable Rate Bonds, the initial interest rate and the manner of determining the interest rates on such Additional Bonds in the future and directing the delivery of such Additional Bonds to or upon the order of the purchasers therein named upon payment of the purchase price therein set forth (provided that such matters may be set forth in the Series Resolution); (c) a certificate of the Finance Director demonstrating that the percentage derived by dividing the amount of the Designated Revenues received by the City during any twelve (12) consecutive months in the eighteen (18) months next preceding the date of delivery of the Additional Bonds then requested to be delivered, by the Maximum Principal and Interest Requirements, including the Principal and Interest Requirements with respect to the Additional Bonds then to be delivered, for any future Fiscal Year is not less than one hundred thirty-five per centum (135%); (d) an opinion of Bond Counsel to the effect that (i) the Series Resolution 'referred to in clause (a) above has been duly adopted by the City, (ii) the issuance of such Additional Bonds has been duly and validly authorized, (iii) the Designated Revenues have been lawfully pledged, to the extent described in this Resolution, for the payment of the Additional Bonds, (iv) such Additional Bonds constitute special obligations of the City payable in accordance with the provisions of this Resolution and (v) the interest on such Additional Bonds is excluded from gross income for federal income tax purposes (to the extent such Bonds are being issued as tax-exempt Bonds); (e) an opinion of the City Attorney to the effect that the issuance of such Additional Bonds has been duly authorized and that all conditions precedent to the delivery of such Additional Bonds have been fulfilled; and (f) a certificate of the Finance Director to the effect that no event of default, as defined in Section 70i of this Resolution and no event which with the passage of time, the giving of notice or both would become an event of default, has occurred within the twelve (12) consecutive calendar months prior to the date of such certificate and is continuing. City of Miami Page 29 of 71 Printed On: 10/1/2007 File Number: 07-00913 Enactment Number.: In determining whether to execute and deliver the certificate mentioned in clause (c) of this Section 209, if the rates for any of the surtaxes or surcharges mentioned in clause (a), (b) or (c) of the definition of Designated Revenues herein shall have been revised, by the City, the County or by general law applicable thereto, and such revision of such rates shall have gone into effect prior to the issuance of such Additional Bonds, or pursuant to a Series Resolution in which the City has designated additional revenues as Designated Revenues under clause (d) of the definition of Designated Revenues, the amount of the. Designated Revenues which would have been realized during the twelve (12) consecutive, month period (described in (c) above) required to .be examined and reported upon insaid certificate had such revised rates gone into effect or such additional revenues had been pledged on the first day of such period may be used by the Finance Director. When the documents mentioned above in this Section 209 shall have been filed with the City Manager and when the Additional Bonds descriped in the resolutions mentioned in clauses (a) and (b) of this Section shall have been executed by the City and authenticated by the Bond Registrar as required by this Resolution, the Bond Registrar shall deliver such Additional Bonds at one time to or upon the order of the purchasers thereof, but only upon payment to the Finance Director of the purchase price of such Additional Bonds. The Finance Director shall be entitled to rely upon such resolutions as to all matters stated therein. Simultaneously with the delivery of such Additional Bonds, the Finance Director shall apply the proceeds of such Additional Bonds, as follows: (1) deposit the accrued interest, if any, received to the credit of the Principal and Interest Account; (2) deposit in the Principal and Interest Account the amount, if any, equal to the interest on such Additional Bonds to be paid from the proceeds thereof; (3) deposit to the credit of the Reserve Fund (or a separate Account therein) the amount, if any, equal to the amount, authorized by the City, as provided for in the Series Resolution or the Bond Purchase Contract relating to such Additional Bonds; and (4) apply the balance of such proceeds as provided in the Series Resolution providing for the issuance of such Additional Bonds. Section 210. Refunding Bonds. One or more Series of Refunding Bonds of the City may be issued from time to time under and secured by this Resolution, subject to the conditions hereinafter provided in this Section, for the purpose of providing funds for refunding all or any Bonds of any one or more Series of Bonds then Outstanding, including the payment of any redemption premium thereon and interest that will accrue on such Bonds to the redemption date or stated maturity date or dates, funding any funds and accounts hereunder and paying any expenses in connection with such refunding and for any related lawful purpose. Each such Series of Refunding Bonds shall be designated as "City of Miami, Florida Special Obligation Refunding Bonds, Series ", with the City of Miami Page 30 of 71 Printed On: 10/1/2007 File Number:: 07-00913 Enactment Number: year in which such Series of Refunding,Bonds is issued,inserted in the foregoing space and, if more than one Series is to be issued in a year, with an appropriate letter (commencing with "A") inserted after the year to distinguish each Series issued in such year from the other Series issued in such year. Such Refunding Bonds shall be appropriately designated, shall be dated, shall be stated to mature in such principal amount or amounts, shall bear interest :at a rate or rates not exceeding the maximum rate then permitted by law, may be secured by an Insurance Policy or a Credit Facility and may be made redeemable at such tinaes,and prices (subject to the provisions of Article III of this Resolution), all as may be provided for in, or pursuant to, the Series Resolution authorizing the issuance of such Series of Refunding Bonds. Except as to any Credit Facility or Insurance Policy and as to any difference in the maturities thereof or the rate or rates of interest or the provisions for redemption and except for such differences, if any, respecting the use of moneys in tkle various funds and accounts created herein, such Series of Refunding Bonds shall be on a parity with and shall be entitled to the same benefit and security of this Resolution s all other Bonds theretofore or thereafter issued under this Resolution. Prior to or simultaneously with the authentication and delivery of such Refunding Bonds by the Bond Registrar to or upori the order of the purchasers thereof or the designated representative, there shall be filed with the City Manager the following documents and opinions: (a) a copy, certified by the City Clerk, of the Series Resolution adopted by the City, approving the sale of such Refunding Bonds to the purchasers thereof and directing the delivery of such Refunding Bonds to or upon the order of such purchasers upon payment of the purchase price therein set forth and the accrued interest, if any, thereon; (b) an opinion of Bond Counsel to the effect that (i) the Series Resolution referred to in clause (a) above has beenaduly adopted by the City, (ii) the issuance of such Refunding Bonds has been duly and validly authorized, (iii) the Designated Revenues have been lawfully pledged, to the extent described in this Resolution, for the payment of the Refunding Bonds, (iv) such Refunding Bonds constitute special obligations of the City payable in accordance with the provisions of this Resolution and (v) the interest on such Refunding Bonds is excluded from gross income for federal income tax purposes (to the extent such Bonds are being issued as tax-exempt Bonds); (c) an opinion of the City Attorney to the effect that the issuance of such Refunding Bonds has been duly authorized and that all conditions precedent to the delivery of such Refunding Bonds have been fulfilled; and (d) any additional documents or opinions as Bond Counsel, . the initial purchasers of such Refunding Bonds or their counsel or any Credit Bank or Insurer or its counsel may reasonably require. The Bond Registrar, however, shall not deliver such Refunding Bonds unless the City Manager has also received: Cin of Ural?: Page 31 of 71 Primed On: 10/1/2007 File Number: 07-00913 Enactment Number: (1) if the Bonds to be refunded do not mature or are not being redeemed on the date of delivery of the Refunding Bonds, a written verification of an Accountant that the proceeds (excluding accrued interest) of such Refunding Bonds, together with any other available money, deposited with a Depositary,acting as escrow agent solely for the Holders of such Bonds to be refunded, and the interest that shall accrue upon any Defeasance Obligations acquired pursuant to clause (2). below of this Section, shall be not Iess than an amount sufficient to pay the principal oti and the redemption premium, if any, on the Bonds to be refunded and the interest that will accrue thereon to the _respective redemption and/or. maturity dates, as applicable; and (II) (A) a Certificate of the Finance Director showing that the aggregate Principal and Interest Requirements on account of all Bonds Outstanding (after the issuance of such Refunding Bonds and after the redemption or provision for payment of the Bonds tobe refunded) following the Fiscal Year in which such Refunding Bonds are to be delivered shall not exceed, the aggregate Principal and Interest Requirements on account of all .the Bonds Outstanding (including the Bonds to be refunded) immediately prior to the issuance of such Refunding Bonds following the Fiscal Year in which such Refunding Bonds are to be delivered; (B) the net present value of the aggregate Principal and Interest Requirements on account of all Bonds Outstanding (after the issuance of such Refunding Bonds and after the redemption or provision 'for payment of the Bonds to be refunded) following the Fiscal Year in which such Refunding Bonds are to be delivered is less than the net present value of the aggregate Principal and Interest Requirements on account of all Bonds Outstanding (including the Bonds to be refunded) immediately prior to the issuance of such Refunding Bonds following the Fiscal Year in which such Refunding Bonds are to be delivered; or (C) assuming the Bonds to be refunded are not then Outstanding, a certificate of the Finance Director demonstrating that the percentage derived by dividing the amount of the Designated Revenues received by the City during any twelve (12) consecutive months in the eighteen (18) months next preceding the date of delivery of the Refunding Bonds then requested to be delivered, by the Maximum Principal and Interest Requirements on all Outstanding Bonds, including the Principal and Interest Requirements with respect to the Refunding Bonds then 'to be delivered (but not including the Bonds to be refunded), for any future Fiscal Year is not less than one hundred thirty-five per centum (135%); provided, however, that for purposes of the calculation required by this subclause (C) in connection with the issuance of Refunding Bonds pursuant to a forward refunding or forward delivery or other such similar arrangements, the "date of delivery" of the Refunding Bonds shall be deemed to be the date on which the contract or agreement providing for such forward refunding, forward delivery or other similar Cit.), o(Mia ni Page 32 of 71 Printed On; 10/1/2007 File Number: 07-00913 Enactment Number: arrangement is executed and delivered (instead of the actual future date of delivery of the Refunding Bonds). After provision for payment of the expenses incident to such refunding, the proceeds of such Refunding Bonds (including accrued interest) and any other funds made available by the City shall be applied by the Finance Director simultaneously with the delivery of the Refunding Bonds as follows: (1) the accrued interest received as part of the proceeds of such Refunding Bonds shall be deposited to the credit of the Principal and Interest Account; (2) if the Bonds to be refunded do not mature or are not being redeemed on the date of delivery of the Refunding Bonds, an amount that, together with the interest that shall accrue on the Defeasance Obligationsicquired pursuant to this clause (2), shall be sufficient to pay the principalof and. redemption premium, if any, and the interest on the Bonds ..to be refunded hereunder, shall be paid to a Depositary, acting as escrow agent, for deposit to the credit of a special account, appropriately designated, to be held in trust for the sole and exclusive purpose of paying such principal, redemption premium and interest; and money held for the, credit of such account shall, as nearly as may be practicable and reasonable, be invested and reinvested in Defeasance Obligations that shall mature or be subject to redemption by the holder thereof only at the option of such holder, at such time of times as shall be necessary or desirable to effectuate the purpose of such Refunding Bonds as stated in the Series Resolution mentioned in clause (a) of this Section; (3) if the Bonds to be refunded mature or are being redeemed on the date of delivery of the Refunding Bonds, the amount necessary to pay or redeem the Bonds shall be applied for such purposes; and (4) any other amounts shall be applied as provided in the Series Resolution providing for the issuance of such Refunding Bonds. Section 211. Temporary Bonds. Until definitive Bonds are ready for delivery, there may be executed, and upon request of the City, the Bond Registrar shall authenticate and deliver, in lieu of definitive Bonds and subject to the same limitations and conditions, typewritten, printed, engraved or lithographed temporary Bonds, in the form of fully registered Bonds, substantially of the tenor of the Bonds set forth in this Resolution and with such appropriate omissions, insertions and variations as may be required. Until definitive Bonds are ready for delivery, any temporary Bond, if so provided by the City by resolution, may be exchanged at the principal corporate trust office of the Bond Registrar, without charge to the Holder thereof, for an equal aggregate principal amount of temporary fully registered Bonds of authorized denominations, of like tenor, of the same maturity and bearing interest at the same rate. City of Miami Page 33 of 71 Printed On: 10/1 /?007 File Number: 07-00913 Enactment Number: { If temporary Bonds shall be issued, the City shall cause the definitive Bonds to be prepared and to be executed and delivetled to the Bond Registrar, and the Bond Registrar, upon presentation to it at its principal office of any temporary Bond, shall cancel the same and authenticate and deliver in exchange therefor at the place designated by the Holder, without charge to the Holder thereof, a definitive Bond or Bonds of an equal aggregate principal amount, of the same maturity and bearing interest at the same rate as the temporary Bond surrendered. Until'so exchanged, the temporary Bonds shall in all respects be entitled to the same benefit and security of this Resolution as the definitive Bonds to be issued and authenticated hereunder. Section 212. Mutilated, Destroyed Stolen or Lost Bonds. In case any Bond secured hereby shall become mutilated or be destroyed, stolen or lost, the City shall cause to be executed, and the Bond Registrartshall authenticate and deliver, a new Bond of like date and tenor in exchange and substitution for such mutilated Bond or in lieu' of and in substitution for such Bond destroyed, stolen or lost, and the Holder shall pay the reasonable expenses and charges of phe City and the Bond Registrar in connection therewith and, in case of a Bond destroyed, stolen or lost, the Holder shall file with the Bond Registrar evidence satisfactory to it and to the City that such Bond was destroyed, stolen or lost, and of such Holder's ownership thereof, and shall furnish the City and the Bond Registrar indemnity satisfactory to them. Every Bond issued pursuant to the provisions of this Section in exchange or substitution for any Bond that is mutilated, destroyed, stolen or lost shall constitute an additional contractual obligation of the City, whether the destroyed, stolen or lost Bond shall be found at any time, or be enforceable by anyone, and shall be entitled to all the benefits hereof equally and proportionately with any and all other Bonds duly issued under this Resolution. All Bonds shall be held and owned upon the express condition that the foregoing provisions are exclusive with respect to the replacement or payment of mutilated, destroyed, stolen or lost Bonds, and shall preclude any and all other rights or remedies, notwithstanding any law or statute existing or hereafter enacted to the contrary with respect to the replacement or payment of negotiable instruments or other securities without their surrender. . Section 213. Book -Entry Only System. (a) The provisions of this Section may be changed or varied with respect to any Series of Bonds for the purposes of (1) complying with the requirements of any automated depository and clearinghouse for securities transactions and (2) effectuating any book -entry only registration and payment system. During any and all times that any Series of Bonds is registered in the name of any securities depository pursuant to a book - entry only system of registration, such securities depository shall for all purposes under this Resolution be considered the registered owner of such Bonds and all references herein to the registered owners or holders shall mean such securities depository. The City, the Paying Agent and the Bond Registrar shall not have any obligation with respect to any depository participant or benefrcial owner of the Bonds during such time as the Bonds are registered in the name of a securities depository pursuant to a book -entry only system of registration. City of Miami Page 34 of 71 Printed On: 10/1 /2007 File Number: 07-00913 Enactment Number: ++� (b) With respect to any Series of Bonds registered in the name of Cede & Co., as nominee of DTC, or otherwise held pursuant to a book -entry only system maintained by another depository, the City, the Bond Registrar and the Paying Agent shall have no. responsibility or obligation to any DTC participant (or any participant of such other depository) or to any beneficial owner (the "Beneficial Owner") of such Bonds. As to any Series of Bonds maintained through a book -entry only system, without limiting the immediately preceding sentence, the City, the Bond Registrar and the Paying Agent shall have no responsibility or obligation with respect to (i) the accuracy of the records of DTC, Cede & Co. or any DTC participant (or any such other depository) with respect to any beneficial ownership interest in such Series of Bonds, (ii) the delivery to any DTC participant, any Beneficial Owner or any other person, other than DTC (or any such other depository), of any notice with respect to such Series of Bonds, including any notice of . . redemption, or (iii) the payment to any DTC participant, any Beneficial Owneror any other person, other than DTC (or any such other depository), of any amount with respect to principal of, redemption premium, if any, or interest on such Series of Bonds. Notwithstanding any other provision of this Resolution to the contrary, the City, the Bond .. Registrar and the Paying Agent shall be entitled to treat: and consider DTC (or.any such.: other depository) as the absolute owner of such Bonds for the purpose of payment of principal of, redemption premium, if any, and interest on such Bonds, for the purpose. of giving notices of redemption and other matters with respect to such Bonds, for the purpose of registering transfers with respect to such Bonds, and for all other purposes whatsoever. The Paying Agent shall pay all principal of, redemption premium, if any, and interest on such Bonds only to or upon the order of DTC (or any such other depository then in effect) and all such payments shall be valid and effective to fully satisfy and discharge the City's obligations with respect to payment. of principal of, redemption premium, if any, and interest on such Bonds to the extent of the sum or sums so paid. No person other than DTC (or any such other depository then in effect) shall receive Bonds evidencing the obligation of the City to make payments of amounts due pursuant to this Resolution. Upon delivery by DTC (or any such other depository then in effect) to the City of written notice to the effect that DTC (or any such other depository then in effect) has determined to substitute a . new nominee in place of an existing nominee, and subject to the provisions in this Resolution with respect to interest checks or drafts being mailed to the Registered Owners at the close of business on the Record Date, the name of the existing nominee in this Resolution shall refer to such new nominee. (c) (1) The securities depository may determine to discontinue providing its services with respect to the Bonds at any time by giving written notice to the City and the Bond Registrar and discharging its responsibilities with respect thereto under applicable law. (2) The City, in its sole discretion and without the consent of any other person, may terminate the services of a securities depository with respect to a Series of Bonds if the City determines that the continuation of the system of book - entry -only transfers through such securities depository is not in the best interests of the Beneficial Owners of the Bonds or is burdensome to the City, and shall City of lvliarni Page 35 of 71 Printed On: 10/1/2007 File Number: 07-00913 Enactment Number: terminate the services of such securities depository with respect to the Bonds upon receipt by the City and the Bond Registrar of written notice from the depository to the effect that it has received written notice from its participants having interest, as shown in the records of the depository, in an aggregate principal amount of not less than fifty percent (50%) of the applicable Series of Bonds that: (i) the depository is unable to discharge its responsibilitieswith respect to the Series of Bonds; or (ii) a continuation of the requirement that all of the Outstanding Series of Bonds be registered in the registration books kept by the ." Bond Registrar in the name of the depository's nominee is not in the best interest of the Beneficial Owners of the Series of Bonds. (3) Upon the termination of the services of the depository with respect to a Series of Bonds pursuant to subsection (c)(2)(ii) hereof, or upon the discontinuance or termination of the services oftthe depository with respect to a Series of Bonds pursuant to subsection (c)(1) or subsection (c)(2)(i) hereof after which no substitute securities depository willing to undertake the functions of the existing depository hereunder can be found which, in the opinion of the City, is willing and able to undertake such functions upon reasonable and customary terms, such Series of Bonds shall no longer be restricted to being registered in the registration books kept by the pond Registrar in the name of the depository's nominee. In such event, the City shall issue and the Bond Registrar shall authenticate bond certificates as requested by the depository of the like principal amount in authorized denominations to the identifiable Beneficial Owners in replacement of such Beneficial Owneits'beneficial interest in the Bonds. (4) Notwithstanding any other provisions of this Resolution to the contrary, so long as any Series of Bonds is registered in the name of the depository's nominee, all payments with respect to the principal of, redemption premium, if any, and interest on such Bonds and all notices with respect to such Bonds shall be made and given, respectively, to such depository as provided in the representation letter (or other similar document required by the depository) of the City and the Bond Registrar addressed to the depository with respect to such Series of Bonds. (5) In connection with any- notice or other communication to be provided to Bondholders pursuant to this Resolution by the City or the Bond Registrar with respect to any consent or other action to be taken by Bondholders, the City or the Bond Registrar, as the case may be, shall establish a record date for such consent or other action and give the securities depository notice of such record date not less than fifteen (1 5) calendar days in advance of such record date to the extent possible. [END OF ARTICLE IV] Ciro of Miami Page 36 of 7! Printed On: 10/1/2007 File Number: 07-00913 Enactment Number: ATICLE III REDEMPTION OF BONDS Section 301. Redemption of Bonds. (a) The Bonds of each Series issued under the provisions of this Resolution may be made subject to mandatory, extraordinary mandatory and optional redemption by the City, either in whole or in part, an4 at such times and prices as may be provided for in, or pursuant to, the Series Resolution providing for the issuance thereof. (b) In addition, the Term Bonds of each Series are required to be redeemed to the extent of the Amortization Requirements, if any, therefor established by, or pursuant to, the Series Resolution providing for the issuance thereof. • - Section 302. Selection of Bondp to be Redeemed. The Bonds shall be redeemed only in the minimum denomination luthorized hereunder or by the applicable Series Resolution or in whole multiples of such minimum denomination, except- that if, following any redemption in part of a Bond, the remaining principal amount Outstanding. would not be the minimum authorized denomination or a whole multiple thereof, the Bond shall be redeemed in full. In selecting Bonds for redemption, the City and the Bond Registrar shall treat each Bond as representing the number of Bonds that is obtained by dividing the principal amount of such Bond by the minimum denomination authorized by the applicable Series Resolution. Except as otherwise provided in this Resolution or in any Series Resolution, if less than all of the Bonds shall be called for redemption, the particular maturity or maturities of Bonds or portions of Bonds to be redeemed shall be selected by the City and the particular, Bonds of like maturity to be redeemed shall be selected by the Bond Registrar by such method as the Bond Registrar in its sole discretion deems fair and appropriate. Section 303. Redemption Notice. (a) Except as otherwise provided in a Series Resolution, at least thirty (30) days, but not more than sixty (60) days, before the redemption date of any Bonds, whether such redemption be in whole dr in part, the City shall cause a notice of any such redemption signed by the City to be mailed, first class postage prepaid, to all Holders owning Bonds to be redeemed in whole or in part and to any Fiduciaries, but any defect in such notice or the failure so to mail any such notice to any Holder owning any Bonds shall not affect the validity of the proceedings for the redemption of any other Bonds. Each such notice shall set forth the name of the Bonds or portions thereof to be redeemed, the date fixed for redemption, the redemption price to be paid, the Series, and if less than all the Bonds of a Series shall be called for redemption, the maturities of the Bonds to be redeemed, the CUS1P numbers, the name and address (including contact person and phone number) of the Fiduciary to which Bonds called for redemption are to be delivered and, if less than all of the Bonds of any one maturity then Outstanding shall be called for redemption, the distinctive numbers and letters, if any, of such Bonds to be City of Miami Page 37 of 71 Primed On: 10/1/2007 File Number:: 07-00913 Enactment Number: redeemed and, in the case of Bonds to be redeemed ip part only, the portion of the principal amount thereof to be redeemed. If any Bond is to be redeemed in part only, the notice of redemption shall also state that on or after the redemption date, upon surrender of such Bond, a new Bond in principal amount equal to the unredeemed portion of such Bond and of the same Series and maturity and bearing the same interest rate will be issued. Any notice as provided hereinshall be conclusively presumed to have been duly given, whether or not the owner of the Bond receives such notice. If at the time of mailing of notice of an optional redemption or purchase, the City shall. not have deposited with a Depositary or the Paying Agent moneys sufficient to redeem Or purchase all the Bonds called for redemption or purchase, such notice shall state that it is subject to the deposit of the redemption or purchase moneys with the: Depositary or; Paying Agent, as the case may be, not later than the opening of business on the redemption or purchase date and, subject to the immediately succeeding paragraph, such notice shall be of no effect unless such'moneys are so deposited. If the amount of funds deposited witli the Depositary or the Paying Agent, as applicable, for such redemption, or otherwise available, is insufficient to pay the redemption price and accrued interest on the Bonds so called for redemption on the redemption date, the Paying Agent shall redeem and pay on such date an amount of such Bonds for which such funds are sufficient, selecting the Bonds to be redeemed by lot from among all such Bonds called for redemption on such date, and among different maturities of Bonds in the same manner as the initial selection of Bonds to be redeemed, and from and after such redemption date, interest on the Bonds or portions thereof so paid shall cease to accrue and become payable; but interest on`any Bonds or portions thereof not so paid shall continue to accrue until paid at the same rate as it would have had such Bonds not been called for redemption. (b) In addition to the foregoing notice, the City shall cause further notice to be given as set forth below, but no defectlin said further notice nor any failure to give all or any portion of such further notice shall in any manner defeat the effectiveness of a call for redemption if notice thereof is given as above prescribed: (i) Each further notice of redemption shall be sent at least 35 days before the redemption date by registered or certified mail or overnight delivery service to one or more registered securities depositaries then in the business of holding substantial amounts of obligations of types comparable to the Bonds and to one or more national information services that disseminate notices of redemption of obligations such as the Bonds (such as Financial Information, Inc.'s Financial Daily Called Bond Service, Kenny Information Service's Called Bond Service, Moody's Municipal and Government Called Bond Service and Standard & Poor's Called Bond. Record). (ii) Upon the payment of the redemption price of Bonds being redeemed, each check or other transfer of funds issued for such City of Miami Page 38 of 71 Printed On: 10/1/2007 File Number: 07-00913 Enactment Number purpose shall bear the CUSIP number identifying, by issue and maturity, the Bonds being redeemed with the proceeds of such check or other transfer. (c) In the case of an optional redemption, any notice of redemption may state that (1) it is conditioned upon the deposit of moneys, in an amount equal to the amount necessary to effect the redemption, with the Bond Registrar, Paying Agent or a Fiduciary acting as escrow agent no later than the redemption date or (2) the City retains the right to rescind such notice on or prior to the scheduled redemption date (in either case, a "Conditional Redemption"), and such notice and optional redemption shall be of no., effect if such moneys are not so deposited or if the notice is rescinded as described in this subsection. Any such notice of Conditional Redemption shall be captioned "Conditional Notice of Redemption." Any Conditional Redemption may be rescinded at any time prior to the redemption date if the Finance. Director delivers a written direction to the Bond Registrar directing the Bond Registrar to rescind the redemption notice. The Bond Registrar shall give prompt notice of such rescission to the affected Bondholders. Any Bonds subject to Conditional Redemption where redemption has been rescinded shall remain. Outstanding, and neither the rescission nor the failure by the City to make such funds available shall constitute an event of default under this Resolution. The Bond Registrar shall give immediate notice to the securities information repositories and the affected Bondholders that the redemption did not occur and that the Bonds called for redemption and not so paid remain Outstanding. Section 304. Effect of Cailing_for Redemption. On the date fixed for redemption, notice having been mailed in the manner and under the conditions hereinabove stated, provided that such notice of redemption has not been rescinded as permitted above, the Bonds or portions thereof called for redemption shall be due and payable at the ,redemption price provided therefor, plus accrued interest to such date. If on the date fixed for redemption money or Defeasance Obligations, or a combination of both, sufficient to pay the redemption price of the Bonds to be redeemed, plus accrued interest thereon to the date fixed for redemption, are held by a Depositary in trust for the Holders of Bonds to be redeemed, interest on the Bonds called for redemption shall cease to accrue after the date fixed for redemption; such Bonds shall cease to be entitled to any benefits or security under this Resolution or to be deemed Outstanding; and the Holders of such Bonds shall have no rights in respect thereof except to receive payment of the redemption price thereof, plus accrued interest to the date of redemption; provided, that such notice of redemption has not been rescinded, as permitted above. Bonds and portions of Bonds for which irrevocable instructions to pay or to call for redemption on one or more specified dates have been given to the Depositary and the Bond Registrar in form satisfactory to them shall not thereafter be deemed to be Outstanding under this Resolution and shall cease to be entitled to the security of or any rights under this Resolution, other than rights to receive payment of the redemption price thereof and accrued interest thereon, to be given notice of redemption in the manner provided in Section 303, and, to the extent hereinafter provided, to receive Bonds for any unredeemed portions of Bonds, if money or Defeasance Obligations, or a combination of both, sufficient to pay the redemption price of such Bonds or portions thereof, together with Cup of Miami Page 39 of 71 Primed On: 10/1/2007 File Number: 07-00913 Enactment Number: accrued interest thereon to the date upon which such Bonds are to be paid or redeemed; as set forth in Article XI hereof, are h&ld in separate accounts by the Depositary hi trust for the holders of such Bonds. Section 305. Redemption of Portion of Bonds. If a portion of an Outstanding Bond shall be selected for redemption, the Holder thereof or such Holder's attorney or legal representative shall present and; surrender such Bond to the Bond Registrar for payment of the principal amount thereof so called for redemption and the redemption premium, if any, on such principal amount, and the City shall execute and the:Bond Registrar shall authenticate and deliver to or upon the order of,such registered owner or such owner's legal representative, without charge therefor, for the unredeemed portion.of the pipcipal amount of the Bond so surrendered, a Bond of the same Series and maturity. and bearing interest at the same rate. Section 306. Cancellation. Bonds so redeemed, presented and surrendered shall .: be cancelled upon the surrender therebf. Bonds so cancelled shall be destroyed by the Bond Registrar and a certificate of destruction shall be filed with the Finance Director by the Bond Registrar. ,- [END OF ARTICLE Ill) City of Miami Page 40 of 71 Printed On: 10/1/2007 File Number: 07-00913 Enactment Number: f f ARTICLE IV FUNDS AND ACCOUNTS Section 401. Funds and Accounts. There are hereby created and designated the "City of Miami Special Obligation Bonds Debt Service Fund" (the "Debt Service. Fund") and two accounts therein designated th0 "Principal and Interest Account" (the "Principal and Interest Account") and the "Expense Account" (the "Expense Account") and the "City of Miami. Special Obligation Bonds Reserve Fund" (the "Reserve Fund"), .all of which funds and accounts shall be held in trust by the Paying,Agent. There_is hereby created and designated the "City of Miami Special Obligation Bonds Rebate Fund" (the "Rebate Fund"), which fund shall be held in trust by the City_ There is hereby created and designated the "City of Miami Special Obligation Bonds Designated Revenues Fund" (the "Designated Revenues Fund") to be held in trust by the City for the benefit of the Holder of the)Bonds. The City hereby covenants that the applicable percentage of all revenues received, collected and derived from the -Designated Revenues in each Fiscal Year will be deposited in or credited to the Designated Revenues Fund created hereby. All moneys deposited in or credited to the Designated Revenues Fund shall be held in trust and applied only as provided in this Resolution, and pending such application, are hereby pledged as security for the holders of the Bonds until applied, as provided herein, to a purpose not inconsistent with such pledge. Section 402. Funds and Accounts as Trust Funds. All moneys held in the funds and accounts established in or pursuant to Section 401 of this Article or any subfund or account established by any Series Resolution shall be held in trust and, pending the application of such moneys as hereinafter in this Article provided, such moneys (except for moneys on deposit in the Rebate Filed) shall be subject to a lien and charge in favor of the Holders, any Credit Banks and any Insurers. Section 403. Application of Designated Revenues; Hedge Receipts. The City shall cause the Finance Director to deposit all revenues generated from the Local Option Gas Taxes, Transportation Surtax and the Parking Surcharge, as the same are collected, to the credit of the City's general or special fund in which such revenues are received and thereafter promptly transfer the Designated Revenues to the Designated Revenues Fund. The City shall then transfer Designated Revenues from such Designated Revenues Fund to the Rebate Fund, the Principal and Interest Account, the Reserve Fund and the accounts established within said Fund and the Expense Account and apply the same to the payment of required arbitrage rebate payments, the interest on and the principal of the Bonds, Hedge Obligations, if any, the required deposits, if any, to the Reserve Fund and the fees and expenses payable from the Expense Account, all in accordance with the provisions of this Section 403 or as otherwise provided in any Series Resolution. Any balance after meeting the foregoing requirements as to each Series of Bonds shall be deposited as provided in this Section 403. On or before the Business Day preceding any date on which arbitrage rebate payments under the Code are required to be made, the Finance Director shall withdraw moneys Ciro of Miami Page 41 a -71 Printed On: 10/1/2007 File Number: 07-00913 Enactment Number: from the Designated Revenues Fund and deposit to the credit of the Rebate Fund such amounts as directed by the City to make such arbitrage rebate payments hereunder. Upon receipt, the Finance Director shall deposit any Hedge Receipts to the credit of the Principal and Interest Account. On or before the twenty-fifth (25th) day of each month, commencing in the month in which the Series 2007 Bonds are issued under the provisions of Section 208 of this Resolution, the Finance Director shall withdraw from the Designated Revenues Fund an amount equal to the amount then held for the credit of the Designated Revenues Fund or such lesser amount as shall be required to fund the deposit requirements set forth in clauses (a), (b), (c) and (d) below, and apply the moneys so withdrawn to make the following payments and deposits in the following order: (a) Deposit to the credit of the Principal and Interest Account an amount equal to one -sixth (1/6th) of the interest becoming due on the Bonds on the next semiannual Interest Payment Date; provided, however, that the amount so deposited on account of interest ineachmonth after the delivery of the Bonds of any Series up to and including the month immediately preceding the first Interest Payment Date thereafter of the Bonds of such Series shall be that amount that when multiplied by the number of such deposits will be' equal to the amount of interest payable on such Bonds on such first Interest Payment Date less the amount of any accrued interest paid on such Bonds and deposited to the credit of the Principal and Interest Account; , (b) Deposit to the credit of the Principal and Interest Account an amount equal to the sum of (i) one -twelfth (1/12th) of the principal of Serial Bonds that will mature and become due on the next annual maturity date and (ii) one -twelfth (1/12th) of the Amortization Requirements that will become due and payable within the next Fiscal Year, such deposits to commence in such month or to be adjusted in such amounts as will ensure that on the dates such principal or Amortization Requirements are due and payable sufficient moneys will be on deposit in the Principal and Interest Account. Notwithstanding the foregoing provisions, moneys shall not be required to be deposited to the credit of the Principal and Interest Account (A) pursuant to clause (a) above if the amount then to the credit thereof is equal to the interest becoming due and payable on the Bonds on the next Interest Payment Date and (B) pursuant to clause (b) above if the amount then to the credit, thereof is equal to the sum of (i) the principal of Serial Bonds maturing on the next maturity date and (ii) the Amortization Requirement for such Fiscal Year on account of the Term Bonds Outstanding. If the period between Interest Payment Dates is other than six (6) months or the period between principal payment dates is other than twelve (12) City- of Miami Page 42. of 71 Printed On: 10/1 /2007 File Number: 07-00913 Enactment Number: months, then such monthly deposits shall be increased or decreased, as,...-. appropriate, in sufficient amounts to provide the required interest amounts coming due on the next Interest Payment Date or the principal amount maturing or Amortization Requirement due on the next principal payment date or redemption date, as applicable. Provided, further that such amounts to be deposited shall be adjusted to provide for any Hedge Obligations then due to a Hedge Counterparty (excluding any Hedge Termination Payment). (c) Deposit to the credit of the Reserve Fund (or each Account within the Reserve Fund to the extent that a. Reserve Account has been established within the Reserve Fund for a particular Series of Bonds), without priority of one Account over another, if any, beginning with respect to each Series of Bdnds for which a Series Reserve Fund Requirement has been established on the twenty-fifth (25th) day of the month in which such Series df Bonds are delivered to the purchasers thereof, such sums as shall be at least sufficient to pay an amount equal to one -twelfth (l/12th) of the difference .between the amount, if any, on deposit in the Reserve Fund or Account therein (including any. Reserve Fund Insurance Policy or Reserve Fund Letter of Credit) on the date of issuance of the Series of Bonds and the increase in the amount required to be held therein due to such Series Reserve Fund Requirement, if any, for such Series of Bonds and, provided, further, that no payments shall be required to be made into the, Reserve Fund or any Account therein whenever and as long as the amount deposited therein (including any Reserve Fund Insurance Policy or Reserve Fund Letter of Credit) shall be equal to all of the Series Reserve Fund Requirements for all Series of Bonds to which such Reserve Fund or Account therein relates. Notwithstanding the foregoing provisions, in lieu of or in substitution for the required deposits, if any, hereunder (including existing deposits) into the Reserve Fund or any Account therein, the City may cause to be deposited into the Reserve Fund or any Account therein for any Series of Bonds, a Reserve Fund Insurance Policy or a Reserve Fund Letter of Credit for the benefit of the holders of the Bonds of such Series in an amount equal to the difference between the applicable Series Reserve Fund Requirement and the sums to remain on deposit in the Reserve Fund or any Account therein, after the deposit of such Reserve Fund Insurance Policy or Reserve Fund Letter of Credit, if any, which Reserve Fund Insurance Policy or Reserve Fund Letter of Credit shall be payable or available to be drawn upon, as the case may be (upon the giving of notice as required thereunder), on any interest Payment Date on which a deficiency exists with respect to the applicable Series of Bonds which cannot be cured by all money in any Fund or Account, including the applicable Account, if any, in the Reserve Fund hereunder, held pursuant to this Resolution and available for such purpose. If a disbursement is Ci{y of Miami Page 43 of 71 Printed On: 10/1 /2007 File Number: 07-00913 Enactment Number: made under a Reserve Fund Insurance Policy or Reserve Fund Letter of Credit, the .City shall be obligated to either reinstate the maximum limits of such Reserve Fund Insurance Policy or Reserve Fund Letter of Credit within twelve (12) months following such disbursement or to deposit into the Reserve Fund or applicable Account therein, as provided in the next paragraph, funds in the amourit of the disbursements made under such _:. Reserve Fund Insurance Polic}r or Reserve Fund Letter of Credit, or a combination of such alternatives. In the event that any moneys shall be withdrawn from the Reserve Fund or any Account therein for payinerits into the Principal and. Interest Account, such withdrawals shall be subsequently restored in the manner described in the first paragraph of this glause (c), from the _ Designated Revenues available after all required payments have been made into the Principal and Interest Account, including• any deficiencies for prior payments, unless restored by the reinstateenent of the maximum limits of a Reserve Fund Insurance Policy or Reserve Fund Letter of Credit (without priority., of one Account over another Account, if any).• In the event that a Reserve Fund Insurance Policy or Reserve Fund Letter of Credit shall be drawn upon, the principal portion of the related payment obligations to the issuer of such Reserve Fund Insurance Policy or Reserve Fund Letter of Credit shall be paid after all required payments have been made to the Principal and Interest Account, including any deficiencies for prior payments, in accordance with the terms of any agreement between the City and such issuer, on a parity and on a pro-rata basis with all other obligations payable under this glause (c) to other issuers of any Reserve Fund Letter of Credit or Reserve Fund Insurance Policy and cash funding requirements to the different Accounts established for each Series of Bonds but prior to making any gash deposit to the Account to which such insurance policy or Letter of Credit relates, if any, provided that such Insurance Policy or Letter of Credit is reinstated in the amount of such payment concurrently with the receipt of such payment by the issuer thereof. (d) Any balance remaining after satisfying the requirements of clauses (a), (b) and (c) above shall be deposited to the credit of the Expense Account in an amount sufficient to pay (i) the fees, interest and other amounts owing any issuer of a Deserve Fund Insurance Policy or Reserve Fund Letter of Credit, (ii) any fees and expenses of Fiduciaries or Hedge Counterparties coming due in such month and any other administrative fees and expenses coming due in such month with respect to Bonds, (iii) any costs of issuance of a Series of Bonds that remain to be paid, and (iv) any Hedge Termination Payment that is due. City of Miami Page 44 of 71 Printed On: 10/1/2007 File Number: 07-00913 Enactment Number: (e) Any such balance remaining in the Designated Revenues Fund after making the withdrawals and satisfying the requirements mentioned in clauses (a), (b), (c) and (d) above shall be deposited to pay principal and interest on Subordinated Indebtedness in the manner provided in the resolution authorizing such Subordinated Indebtedness. If the moneys withdrawn for deposits to the above funds and accounts and for making the other required payments as above set forth shall not be sufficient to make such deposits and payments, the requirements in each month thereafter for each of the above deposits and payments for which the required monthly deposit or payment has not been made shall be cumulative and the amount of any deficiency in any such monthly deposit or payment shall be added to the amount otherwise required to be deposited in each month thereafter until such time as such deficiency shall have been made up. The balance, if any, remaining to the credit of the Designated Revenues Fund after making the withdrawals and satisfying the requirements mentioned in clauses (a), (b), (c), (d) and (e) above in any Fiscal Year shall be withdrawn and deposited to the City's general or special revenue fund from which such moneys were originally withdrawn, in the same percentage in which such Designated Revenues were originally deposited to the Designated Revenues Fund. - Section 404. Application of Moneys in Principal and Interest Account. The City shall cause the Paying Agent, on or before each Interest Payment Date to withdraw from the moneys then on deposit in the Principal and Interest Account, set aside in trust with the Paying Agent or Paying Agents and cause the Paying Agent or Paying Agents to remit by mail to each Holder the amounts required for paying the interest on the Bonds on. such Interest Payment Date and to each Hedge Counterparty, if any, Hedge Obligations on such Interest Payment Date and to each Holder on or before each principal payment date withdraw from the moneys then on deposit in the Principal and Interest Account and set aside in trust with the Paying Agent or Paying Agents the amounts required to pay the principal or Amortization Requirements of the Bonds due on such principal payment date. To the extent moneys in the Principal and Interest Account for the payment of principal or Amortization Requirements of the Bonds are in excess of the amount required for payment of Bonds theretofore matured or called for redemption, said moneys may be used by the Paying Agent, at the direction of the City, to purchase Bonds maturing or subject to redemption from Amortization Requirements on the next succeeding principal payment date at a purchase price not exceeding the principal amount thereof, or to the extent said moneys are in excess of the amount required for payment of the Bonds theretofore matured or called for redemption and the total amount of principal scheduled to become due either at maturity or as a result of Amortization Requirements on the next succeeding principal payment date, to purchase any other Bonds; provided further that no such purchase shall be made within the period of forty-five (45) days immediately preceding an Interest Payment Date on which the Bonds are subject to call for redemption under the provisions of this Resolution except from moneys other than moneys set aside or deposited for the redemption of Bonds. Upon the purchase of Term Bonds, the City shall direct the Paying Agent as to any credit against future Amortization Requirements for such Tenn Bonds. City of Miami Page 45 a(71 Printed On: 10/1/2007 i File Number: 07-00913 Enactment Number In the case of Bonds secured by a Credit Facility, amounts on deposit in the Principal - and interest Account may be applied A provided in the applicable Series Resolution to reimburse the Credit Bank for amounts drawn under such Credit Facility to pay the principal of and redemption premium, if any, and interest on such Bonds secured by such Credit Facility. In connection with any Series of Bonds, the City may establish separate subaccounts within the Principal and Interest Account. Section 405. Application of Moneys in Reserve Fund. Not later than:. each Interest Payment Date for any Series of Bonds then Outstanding for which.a Series_ Reserve Fund Requirement has been' established pursuant to the corresponding .Series. Resolution, the Paying Agent shall (i) transfer from the Reserve. Fund or the corresponding Account therein if any,'to the Principal and Interest Account, or (ii) draw uponlany corresponding Reserve Fund Insurance Policy or Reserve Fund Letter .of Credit in accordance with their terms, f '* (a) if such Interest Payment Date is not a principal payment date, the amount, if ahy, required to indrease the amount then held to the credit -of the Principal and Interest Acciount for the payment of interest on, such;•-: --- Series of Bonds to an amount equal to the amount of interest scheduled to become due on such date with respect to such Series of Bonds; and (b) if such Interest Payment Date is also a principal payment date, the amount under (a) above plus the amount, if any, required to increase the amount then held for the credit of the Principal and Interest Account for the payment of principal of or' Amortization Requirements on such Series of Bonds to an amount equal- to the sum of (i) the aggregate principal amount of the Serial Bonds of such Series of Bonds that will become due and payable on such date, end (ii) the amount of the Amortization Requirement for the Term Bonds of such Series of Bonds that will become due and payable on such date. If the amount transferred from the Reserve Fund or any Account therein to the Principal and Interest Account pursuant to the foregoing provisions of this Section shall be less than the amount required to be transferred under such provisions, any amount thereafter deposited to the credit of the Reserve Fund or such Account shall be immediately transferred to the Principal and Interest Account as, and to the extent, required to make up any such deficiency. Moneys in the Reserve Fund and Reserve Fund Insurance Policies and Reserve Fund Letters of Credit in the Reserve Fund are available to be drawn upon hereunder and are hereby pledged as security for all Bonds issued hereunder and secured by such Reserve Fund as provided in the Series Resolution authorizing the issuance of such Series of Bonds; provided, however, if an Account has been established in the Reserve Fund for a particular Series of Bonds, moneys in such Account of the Reserve Fund shall be available to be drawn upon hereunder and are hereby solely pledged as security for, and shall be used only for the purpose of making payments of principal of and interest on the Series of Bonds to which such Account relates and only when all moneys in any other City of Miami Page 46 of 71 Printed On: 10/1 /1007 File Number: 07-0013 Enactment Number: Fund or Account held pursuant to this Resolution and available for such purpose pursuant to this Resolution are insufficient thereior. Moneys in the Reserve Fund or in eachi such Account of the Reserve Fund, as applicable, shall also be used to make payments to the issuers of Reserve Fund Insurance Policies and Reserve Fund Letters of Credit on deposit in such Fund or Account as described iii clause (c) of Section 403 with respect to.any payment obligation to the issuer of such policy or letter of credit in connection witha`:' draw on such policy or letter of credit (excluding however any interest obligation that. _. may accrue relating to such draw). All,cash on deposit in the Reserve Fund or in any:: such Account shall be utilized prior to drawing under a Reserve Fund Insurance Policy or Reserve Fund Letter of Credit on deposit therein. • Any moneys in the Reserve Fund or any Account therein in eatcess of the Series Reserve Fund Requirements for the corresponding Series of Bonds Outstanding shall be transferred to and deposited in the Principal and Interest Account; provided, however,: _: that any moneys in the Reserve Fund or any Accounttherein in excess of the Series.. Reserve Fund Requirements for the applicable Series of Bonds. Outstanding as a resuIt,of • the substitution of a Reserve Fund Insurance Policy or a Reserve Fund Letter of Credit . for money on deposit in such account may, at the discretion of the City, be used by -the` City for any lawful purposes. Section 406. Application of Moneys in Expense Account. Moneys held for the credit of the Expense Account shall br disbursed by the Paying Agent to pay the fees, interest and other amounts owing any issuer of a Reserve Fund Insurance Policy or Reserve Fund Letter of Credit, the fees and expenses of any Fiduciaries as they- become due and any other administrative fees, and expenses with respect to Bonds, including, without limitation, costs of issuance of a Series of Bonds, not payable from any other Fund or Account hereunder as they become due. Section 407. Moneys Held in Trust. All moneys that the Finance Director shall have withdrawn from the Designated Revenues Fund or shall have received from, any other source and set aside or deposited, with the Paying Agents for the purpose of paying any of the Bonds hereby secured, either at the maturity thereof or by. purchase or call for redemption, or for the purpose of paying interest on the Bonds, shall be held in trust for the respective Holders. Except as otherwise provided in a Series Resolution, any moneys that are soset aside or transferred to the Paying Agents and that remain unclaimed by the Holders for a period of three (3) years`.after the date on which such Bonds have become payable shall, upon the written request of the Finance Director, be paid to the City, or to such successor as may then be entitled by law to receive the same, and thereafter the Holders shall look only to the City, or to such successor, as the case may be, for payment and then only to the extent of the amounts so received, without any interest thereon, and the Paying Agents shall have no responsibility with respect to such money. Section 408. Cancellation of Bonds. Except as otherwise provided in the applicable Series Resolution, all Bonds paid, redeemed or purchased, either at or before maturity, shall be delivered to the Bond Registrar when such payment, redemption or purchase is made, and such Bonds shall be cancelled. The Bond Registrar shall certify to the City and the Credit Banks and Insurers the details of all Bonds so cancelled. All City of Miami Page 47 of 71 Printed On: 10/1/2007 File Number.: 07-00913 Enactment Number: Bonds cancelled under any of the provisions of this Resolution shall be destroyed by the Bond Registrar, which shall execute a certificate in duplicate, describing the .Bonds so destroyed, and one executed certificate shall be filed with the Finance Director and one executed certificate shall be retained by the Bond Registrar. Section 409. Disposition of Fund Balances. After provision shall be made for the payment of all Outstanding Bonds issued under this Resolution, including the interest thereon, and for the payment of all other obligations, expenses and charges required to bet B paid under or in connection with this Resolution, the Paying Agent shall remit such amounts in any Fund and Account then held by it under this Resolution to the City for. use by the City for any lawful purpose of the City. Section 410. Construction Fund. (a) In addition to the Funds and Accounts created above, there is hereby created and designated the "City of Miami Special Obligation Bonds Construction Trust Fund" (the "Construction Fund") to be held by the City under this Resolution for the purpose of paying all or any part of the cost of any capital improvements authorized hereunder. Proceeds of each Series of Bonds (except Refunding Bonds) shall be deposited to the credit of the Construction Fund or any account created therein as provided in, or pursuant to, the Series Resolution governing such Series of Bonds and such proceeds shall be applied by the City, .in accordance with the provisions of this Resolution and the applicable Series Resolution, and pending such application such proceeds shall be held in trust in the Construction Fund subject to a lien and charge in favor of the Holders, any Credit Banks and Insurers and for the further security of such parties until such proceeds ate applied to the payment of the cost of all or any portion of the cost of the capital improvements. (b) Unless otherwise provided in a Series Resolution, the City shall (requisition payments from the Construction Fund in accordance with standard City practice for the payment of such amounts or as set forth in the Series Resolution. (c) There is hereby created within the Construction Fund the "Series 2007 Project Account" (the "Series 2007 Project Account") into which a portion of the proceeds of the Series 2007 Bonds shall be deposited in an amount set forth in a certificate of the Finance Director to be delivered on or prior to the issuance of the Series 2007 Bonds. [END OF ARTICLE IV] City of Miami Page 48 of 71 Printed On: 10/1/2007 File Number. 07-00913 Enactment Number: ARTICLE V SECURITY FOR DEPOSITS AND INVESTMENT OF FUNDS Section 501. Security for Deposits. Any and all moneys deposited under the provisions of this Resolution shall, to the extent provided herein, be trust funds under the terms hereof and shall not be subject to any lien or attachment by any creditor of the City other than as provided herein. Such moneys shall be held in trust and applied ins accordance with the provisions of this Resolution. All money deposited with a Depositary, the Bond Registrar or the Paying Agent under this Resolution in excess of the amount guaranteed by the Federal Deposit Insurance Corporation or other federal agency shall be continuously secured, for the benefit of the City and the Holders, either (a) by lodging with a bank or trust company chosen by the Depositary, the Bond Registrar or the Paying Agent, as applicable, or if then permitted by law, by setting aside under control of the trust department of the bank holding such deposit, as collateral security, Government Obligations or other marketable securities eligible as security for the deposit of trust funds under regulations of the Comptroller of the Currency of the United States or as public funds under applicable State law or regulations, having a market value (exclusive of accrued interest) not less than the amount of such deposit, or (b) if the furnishing of security as provided in clause (a) above is not permitted by applicable law, then in such other manner as may then be required or permitted by applicable State or federal laws and regulations regarding the security for, or granting a preference in the case of, the depd'sit of trust or public funds; provided, however, that it shall not be necessary for any Depositary, Bond Registrar or Paying Agent to give security for the deposit of any money with it for the payment of the principal of or the interest on any Bonds, or for any Depositary, the Bond Registrar or Paying Agent to give security for any money that shall be represented by obligations purchased under the provisions of this Article as an investment of such money unless otherwise required by applicable law. All money deposited with any Depositary, the Bond Registrar or the Paying Agent under this Resolution shall be credited to the particular Fund or Account as provided in this Resolution. Section 502. Investment of Moneys. Moneys held for the credit of all Funds, Accounts and subaccounts shall be continuously invested and reinvested by the Paying Agent as directed by the Finance Director or for Funds and Accounts held by the City by the Finance Director as more specifically provided herein. Moneys held for credit of the Funds and Accounts hereunder, other than the Reserve Fund and the accounts therein, as nearly as may be practicable, shall be invested and reinvested in Investment Obligations that shall mature, or that shall be subject to redemption at the option of the holder thereof, at the times required and not in any event later than the date, estimated by the Finance Director, when the moneys therein will be required from time to time for the purposes intended. City of Miami Page 49 of 71 Printed On: 10/1/2007 File Number: 07-0913 Enactment Number: Moneys held for the credit of the Reserve Fund shall be invested and reinvested in Investment Obligations having an averdge weighted term to maturity not greater than five years. Investment Obligations acquired with moneys and credited to any Fund, Account or subaccount held by or under the control of the City, while so held, shall be deemed_a t all times to be part of such Fund, Account br subaccount in which such moneys were originally held, and the interest accruing thereon and any profit or loss realized upon the disposition or maturity of such investment 'shall be credited to or charged against such Fund, Account or subaccount. The Finance Director or the Paying Agent upon direction of the Finance Director shall sell or cause to be sold at the best pi -ice obtainable or reduce to cash a sufficient amount of such Investment Obligations whenever it shall be necessary to do so in order to provide moneys to make any payment or transfer of moneys from any Fund, Account or subaccount. t • Whenever a payment or transfer of moneys between two or more of the Funds established pursuant to Article IV of thus Resolution is permitted or required, such payment or transfer may be made in whole or in part by transfer of one or more Investment Obligations at a value determined in accordance with this Article, provided that the Investment Obligations transferred are those in which moneys of the receiving Fund could be invested at the date of such transfer. Section 503. Valuation. For the purpose of determining the amount on deposit to the credit of any Fund, Account or subaccount, obligations in which money in such Fund, Account or subaccount shall have been invested (other than investment agreements) shall be valued at the market value thereof (exclusive of accrued interest). At the end of each Fiscal Year, the Finance Director shall value the Investment Obligations (except investment agreements) in the Funds, Accounts and subaccounts held hereunder. Deficiencies in the amount 9n deposit in any Fund, Account or subaccount on any valuation date shall be restored by the City from Designated Revenues no later than the next valuation date. [END bF ARTICLE VJ City of Miami Page 50 of 71 Printed On: 10/1/2007 Fite Number.- 07-00913 Enactment Number: ARTICLE VI GENERAL COVENANTS AND REPRESENTATIONS Section 601. Payment of Principal, Interest and Premium: Pledge of Designated Revenues. The City shall cause to be paid, when due, the principal of (whether at. maturity, by call for redemption or otherwise) and the redemption premium, if any, and the interest on the Bonds at the places, on the dates and in the manner provided herein, . « and in said Bonds according to the true intent and meaning thereof. The Designated Revenues are hereby pledged to the payment of the principal and redemption premium, if any, and interest on the Bonds and to the payment of any obligations due Credit Banks or Insurers secured on a parity with the Bonds, as provided, in this Resolution. The Bonds are payable solely from Designated Revenues as provided in this Resolution. The Bonds issued under this Resolution shall not be deemed to constitute a pledge of the faith and credit of the State or of any political subdivision thereof, or the City. Neither the faith and credit of the State nor the faith and credit of the City are pledged to the payment of the principal of or redemption premium, if any, or . -. interest on the Bonds, and the issuance of the Bonds shall not directly or indirectly or contingently obligate the State, or any political subdivision thereof, or the City to levy any taxes whatever therefor or to make any appropriation for their payment except from the Designated Revenues to the extent provided for under this Resolution. Section 602. Covenant as to Designated Revenues. The City covenants that while any of the Bonds issued under the provisions of this Resolution shall be Outstanding it will not take any action or fail to take any action which might result in a suspension or termination of the receipt of the Designated Revenues and it will take all appropriate action to keep and maintain the Designated Revenues at the highest possible ,level and that, subject to Section 604(a) hereof, it will not create or permit to be created any charge or lien on the proceeds of the Designated Revenues ranking equally with or prior to the charge or lien on such proceeds of the Bonds issued under the provisions of this Resolution. Section 603. Covenant to Perform by the City. The City shall faithfully perform at all times al] of its covenants, undertakings and agreements contained in this Resolution and in any Bond executed, authenticated and delivered hereunder. Section 604. Covenants with Credit Banks, Insurers, etc. (a) Subject to the provisions of this Resolution, the City may make such covenants, including the granting of a parity or subordinate lien on Designated Revenues to the lien of Bonds hereunder, as the City may in its sole discretion determine to be appropriate with any Insurer and/or Credit Bank that shall agree to insure or to provide for Bonds of any one or more Series credit or liquidity support, which credit or liquidity support shall enhance the security or the value of such Bonds and thereby reduce the Principal and Interest Requirements on such Bonds. Such covenants may be set forth in the applicable Series Resolution or in any agreement entered into with such Credit Bank or Insurer and Page 51 of 71 Printed On: 1011 /2007 City of Miami File Number: 07-00913 Enactment Number: iapproved by the City Manager and the Finance Director, and shall be binding on the City, Fthe Bond Registrar, the Paying Agents and all the Holders of Bonds the same as if such covenants were set forth in full in this Resolution. (b) Subject to the provisions of this Resolution, the City may make such covenants as it may in its sole discretion determine to be appropriate with any issuer ofa Reserve Fund Insurance Policy or Reserve Fund Letter of Credit deposited in the Reserve Fund. Such covenants may be set forth in a resolution adopted by the City or in any agreement entered into with such issuer and shall be binding on the City, the Bond Registrar, the Paying Agents and all the Holders of Bonds the same as if such covenants were set forth in full in this Resolution. (c) All covenants for the benefit ofa Credit Bank, Insurer or issuer ofa Reserve Fund Letter of Credit or Reserve Fund Insurance Policy shall remain in full force and effect only for so long as such Credit Bank, Insurer,or issuer has not defaulted in its obligations under the applicable Credit Facility, Insurance Policy, Reserve Fund Letter of Credit or Reserve Fund Insurance Policy. Section 605. No Inconsistent Action. The City covenants that none of the Designated Revenues will be used for any purpose that is inconsistent with the provisions of this Resolution and that no contract or contracts will be entered intoor any action taken by it that shall be inconsistent with the provisions of this Resolution. Section 606. Books and Records. The City covenants that it will keep the Funds, Accounts or subaccounts established hereunder or under any Series Resolution separate from all other Funds and Accounts of the City, and that it will keep accurate records and accounts of the Designated Revenues received and theapplication ofthe Designated Revenues. Such records and accounts shall be open at all reasonable times to the inspection of the Holders of the Bonds, authorized representatives of a Credit Bank and Insurers, to the extent that such Credit Bank or Insurer is providing credit enhancement. Section 607. Tax Covenants. (a) The City will not take any action or omit to take any action which action or omission would result in inclusion in gross income for federal income tax purposes of interest on any Bonds that were the subject of an opinion of Bond Counsel on the date of their original issuance to the effect that the interest on such Bonds is excludable from gross income for federal income tax purposes ("Tax -Exempt Bonds"). Particularly, (i) the City will not take any action or omit to take any action which action or omission would cause any of the Tax' -Exempt Bonds to be "Arbitrage Bonds" within the meaning of Section 148 of the Code; (ii) the City will not take any action or omit to take any action which would cause any of the Tax -Exempt Bonds not intended on their date of issuance to be "Private Activity Bonds" within the meaning of Section 141 of the Code to be "Private Activity Bond`s" within the meaning of that Section; and (iii) the City will not take any action or omit to take any action which would cause Tax -Exempt Bonds intended on their date of issuance to be "Private Activity Bonds" within the meaning of Section 141 of the Code not to be "Qualified Bonds" as that term is defined in said Section. In the event that an adverse determination is made or threatened by the Internal City of Miami Page 52 of 7/ Printed On: 10/1 /2007 { File Number: 07-00913 Enactment Number: Revenue Service with respect to any of the matters described in the foregoing clauses (i), (ii) or (iii), the City shall use its best efforts and undertake all reasonable action in order to vigorously contest such adverse determination. (b) The City shall comply with and, shall make all calculations required to be made pursuant to the arbitrage rebate covenaets contained in certificates of the City delivered in connection with the issuance of each Series of Bonds. Section 608. Covenant to Provide Continuing Disclosure. For the benefit of the Holders and beneficial Owners from time to time of each Series of Bonds, the City agrees, in accordance with the Rule, to provide or cause to be provided such financial information and operating data, financial statements and notices, in such manner, as may be required for purposes of paragraph (b)(5) of the Rule. In order to describe and specify certain terms of the City's continuing disclosure agreement, including provisions for enforcement, amendment and termination, the Finance Director is hereby authorized ,and _directed to execute and deliver, in the name and on behalf of the City, a Disclosure Dissemination Agent Agreement (the "Continuing Disclosure Agreement"), in substantially the form attached hereto as Exhibit "E," subject to such changes, modifications, insertions and remissions and such filling -in of blanks therein as may be determined and approved by the Finance Director, after consultation with the City Attorney, as such Continuing Disclosure Agreement may be modified by the Series Resolution corresponding to a Series of Bonds. The execution 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. The agreement formed, collectively, by this paragraph and the Continuing Disclosure Agreement, shall be the City's continuing disclosure agreement for purposes of the Rule, and its performance shall be subject to the availability of revenues to meet costs the City would be required to incur to perform it. , The Finance Director is further authorized and directed to establish procedures in order to ensure compliance by the City with its continuing disclosure agreement, including the timely provision of information and notices. Prior to making any filing in accordance with such agreement, the Finance Director may consult with, as appropriate, the City Attorney, disclosure counsel to the City' or Bond Counsel. The Finance Director, acting in the name and on behalf of the City, shall be entitled to rely upon any Iegal advice provided by the City Attorney, disclosure counsel to the City or Bond Counsel in determining whether a filing should be made. [END OF ARTICLE VI] City of Miami Page 53 of 71 Printed On: 10/1/2007 File Number.: 07-00913 Enactment Number: ARTICLE VII EVENTS OF DEFAULT AND REMEDIES Section 701, Events of Default. Each of the following events is hereby declared an Event of Default: (a) payment by the City of any installment of interest on any Bonds shall not be made* « when the same shall become due and payable; or (b) payment by the City of the principal of or the redemption premium, if any, on any Bonds shall not be made when the same shall becomedue and payable, whether at maturity or by proceedings for redemption or pursuant to an Amortization Requirement or otherwise; or (c) default in the due and punctual performance of any other of the covenants, conditions, agreements and provisions contained in this Resolution or any ordinance or Series Resolution supplemental hereto and such default shall continue for sixty (60) days after receipt by the City of a written notice from the Holders of not less than ten percent .- (10%) in aggregate principal amount of Bonds then Outstanding specifyingsuch default and requiring the same to be remedied; provided, however, that no Event of Default . under the provisions of this paragraph (c) shalI occur so long as the City is in good faith acting to remedy the default and such default is curable by such remedial action; or (d) The City shall: (i) become insolvent or the subject of insolvency proceedings; or (ii) be unable, or admit in writing its inability, to pay its debts as they mature; or (iii) make a general assignment for the benefit of creditors or to an agent authorized to liquidate any substantial amount ofits property; or (iv) file a petition or other pleading seeking reorganization, composition, readjustment or liquidation of assets, or. requesting F similar relief; or (v) apply to a court for the appointment of a receiver for any of its assets; or (vi) have a receiver or liquidator appointed for any of its assets (with or without the consent of the City) and such receiver shall not be discharged within 90 consecutive days after such receiver's appointment; or (vii) become the subject of an "order for relief" within the meaning of the United States Bankruptcy Code; or (viii) file an answer to a creditor's petition admitting the material allegations thereof for liquidation, reorganization, readjustment or composition or to effect a plan or other arrangement with creditors or fail to have such petition dismissed within 60 consecutive days after the same is filed against the City; or (e) Receipt by the Cityrof written notice from a Credit Bank or Hedge Counterparty that an event of default under zany reimbursement or similar agreement or Hedge Agreement has occurred and is continuing (after expiration of all grace periods and extensions); or (f) receipt by the City' of a written notice from a Credit Bank that following a drawing for the payment of interest on Bonds (i) the Credit Bank has not been reimbursed for such drawing under the Credit Facility in accordance with the terms of a reimbursement or similar agreement, or (ii) any other event of default under such reimbursement agreement has occurred and is continuing, and as a consequence of either Cite of Miami Page 54 of 71 Printed On: 10/1 /?007 File Number: 07-00913 Enactment Number: Such event the amount available to be drawn under the Credit Facility will not be lkinstated with respect to the payment of interest on the Bonds secured by such Credit Facility by an amount equal to the amount so drawn under the Credit Facility. The City shall mail to any Credit Bank or Insurer written notice of all events of which_ it is aware that either constitute Events of Default under this Resolution or, upon notice. by or to the City or the passage of time, would constitute Events of Default hereunder within thirty (30) days after the City shall have notice of the same, provided that the City shall provide immediate notice to any Credit Bank or Insurer of any Event of Default $ described in clauses (a) or (b) of this Section. Section 702. Acceleration of Maturities. (a) Subject to the provisions of paragraph (b) below, upon the happening and continuance of any Event of Default specified in Section,701 hereof, then and in every such case the Holders of not less than a majority in aggregate principal amount of the Bonds then Outstanding may, by a notice in writing to the City, declare the principal of all of the Bonds then Outstanding (if not then due and payable) to be due and payable.. immediately, and upon such declaration the same shall become and be immediately due and payable, anything contained in the Bonds or this Resolution to the contrary. . notwithstanding; provided, however, that if at any time after the principal of the Bonds shall have been so declared to be due and payable, and before the entry of final judgment or decree in any suit, action or proceeding instituted on account of such default, or before the completion of the enforcement of any other remedy under this Resolution, moneys shall have accumulated in the Debt Service Fund sufficient to pay the principal of all matured Bonds and all arrears of interest, if any, upon all the Bonds then Outstanding (except the principal of any Bonds not then due and payable by their terms and the. interest accrued on such Bonds since the Last Interest Payment Date) and sufficient to satisfy the Amortization Requirements of the then current Fiscal Year, and the charges, compensation, expenses, disbursements, advances and liabilities of the Bond Registrar and the Paying Agents and all other amounts then payable by the City hereunder shall have been paid or a sum sufficient to pay the same shall have been deposited by the Finance Director with the Paying Agent, and every other default in the observance or performance of any covenant, condition, agreement or provision contained in the Bonds or this Resolution (other than a default in the payment of the principal of such Bonds then due and payable only because of a declaration under this Section) shall have been remedied, then and in every such case the Holders of not less than a majority in aggregate principal amount of the Bonds then Outstanding may, by written notice to the City, rescind and annul such declaration and its consequences, but no such rescission or annulment shall extend to or affect any subsequent Event of Default or impair any right consequent thereon. (b) Notwithstanding anything in this Article VlI, including Section 702(a) hereof, to the contrary, if an Event of Default with respect to a Series of Bonds takes place that results in a drawing on the Credit Facility relating to such Series of Bonds, such Event of Default shall not be waived unless the Credit Facility relating to such Series of Bonds is reinstated. City of Miami Page 55 of 71 Printed On: 10/1/2007 File Number. 07-00913 Enactment Number: 1 Section 703. Enforcement of Remedies. Upon the happening and continuance of any Event of Default specified in Secti6 701 of this Article, then and in every such case the Holders of not less than twenty-five percent (25%) in aggregate principal amount of Bonds then Outstanding may proceed to protect and enforce the rights of the Holders under the laws of the State or under this Resolution by such suits, actions or special proceedings in equity or at law, or by proceedings in the office of any board 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, as such Holders shall deem most effectual to protect and enforce such rights. In the enforcement of any remedy under this Resolution, the Holders shall be entitled to sue for, enforce payment of and receive any and all amounts then or during any Event of Default becoming and remaining due from the City for principal, interest or otherwise under any of the provisions of this Resolution or of the Bonds, together with interest on overdue payments of principal at the rage or rates of interest payable on any Bonds Outstanding and all costs and expenses Jaf collection and of all proceedings hereunder,.., without prejudice to any other right or remedy of the Holders, and to recover and enforce any judgment or decree against the Cityh but solely as provided herein, for any portion of such amounts remaining unpaid and interest, costs, and expenses as above provided, and to collect (but solely from money available for such purposes), in any manner provided by law, the money adjudged or decreed tto be payable. Section 704. Pro Rata Application of Funds. Anything in this Resolution to the contrary notwithstanding, if at any time the moneys in the Principal and Interest •Account shall not be sufficient to pay the interest on or the principal of the Bonds as the same shall become clue and payable (either by their terms or by acceleration of maturities under the provisions of Section 702 hereof), such`moneys, together with any moneys then available or thereafter becoming available for such purpose, whether through the exercise of the remedies provided for in this Article or otherwise, shall be applied as follows: (a) If the principal of all the Bonds shall not have become or shall not have been declared due and payable, all such,moneys shall be applied first: to the payment to the persons entitled thereto of all installments of interest on the Bonds then due and payable in the order in which such installments became due and payable and, if the amount available shall not be sufficient to pay in full any particular installment, then to the payment, ratably, according to the amounts due on such installment, to the persons entitled thereto, without any discrimination or preference except as to any difference in the respective rates of interest specified in the Bonds; second: to the payment to the persons entitled thereto of the unpaid principal of any of the Bonds that shall have become due and payable (other than Bonds called for redemption for the payment of which moneys are held pursuant to the provisions of this Resolution), in the order of their dates, with interest on the principal amount of such Bonds at the City of Miami Page 56 of 71 Printed On: 10/1/2007 Fite Number: 07-00913 Enactment Number: respective rates specified therein from the respective dates upon which__ such Bonds became due and pa}fable, and, if the amount available shall not be sufficient to pay in full the principal of the Bonds due and payable on any particular date, together with such interest, then to the payment first of such interest, ratably, accordingrto the amount of such interest due on such date, and then to the payment cif such principal, ratably, according to the amount of such principal due a such date, to the persons entitled thereto. without any discrimination or preference except as to any difference in: the respective rates of interest specified in the Bonds; and third: to the payment of the interest on and the principal of. the Bonds, to the purchase or retirement of Bonds and to the redemption of Bonds, all in accordance with the provisions of Article III hereof. ' (b) If the principal of all the Bonds shall have become or shall havebeen declared due and payable, al] such moneys shall be applied firsts to .the payment to the persons entitled thereto of all installments of interest on the Bonds due and paiyable on or prior to maturity, if any, in the order in which such installments became due and payable and, if the amount available shall not be sufficient to pay in full any particular installment, then to the payment; ratably, according to the amounts due on such installment, to the persons entitled thereto, without any discrimination or preference except as to any difference in the respective rates of interest specified in the Bonds, and then to the payment of any interest due and payable after maturity .on the Bonds, ratably, to the persons entitled thereto, without any discrimination or preference except as to any difference in the respective rates of interest specified in the Bonds; and ► - second: to the payment of the principal of the Bonds, ratably, to the Persons entitled thereto, without preference or priority of any Bond over any other Bond. (c) If the principal of all they Bonds shall have been declared due and payable and if such declaration shall thereafter have been rescinded and annulled under the provisions of Section 702 hereof then, subject to the provisions of paragraph (b) of this Section in the event that the principal of all the Bonds shall later become due and payable or be declared due and payable, the moneys remaining in and thereafter accruing to the Principal and Interest Account shall bye applied in accordance with the provisions of paragraph (a) of this Section. Whenever moneys are to be applied by the City pursuant to the provisions of this Section, such moneys shall be applied by the City at such times, and from time to time, as the Finance Director in his/her sole discretion shall determine, having due regard to the amount of such moneys available for such application and the likelihood of additional City of Miami Page 37 of'71 Printed On: 10/1/2007 File Number: 07-00913 Enactment Number: 'moneys becoming available for such application in the future. The deposit of such 'Moneys with any paying agents, or otherwise setting aside such moneys, in trust for the proper purpose shall constitute proper application by the City and the City shall incur no liability whatsoever to any Holder of Bonds or to any other person for any delay in applying any such moneys, so long as the City acts with reasonable diligence, having due regard to the circumstances, and ultimately applies the same in accordance with such provisions of this Resolution as may be applicable at the time of application. Whenever the Finance Director shall exercise such discretion in applying such moneys, it shall fix 4 the date (which shall be an Interest Payment Date unless it shall deem another date more suitable) upon which such application is to be made and upon such date interest on the amounts of principal to be paid on such date shall cease to accrue. The Finance Director shall give or cause to be given such notice as he/she may deem appropriate of the fixing of any such date and shall not be required to make payment to the Holder of any Bond until such Bond shall be surrendered for appropriate endorsement or for cancellation if fully paid. Section 705. Effect of Discontinuance of Proceedings. If any proceeding taken by the Holders on account of any Event of Default shall have been discontinued or abandoned for any reason, then and in every such case, the City and the Holders shall be restored to their former positions and rights hereunder, respectively, and all rights, remedies, powers and duties of the Fiduciaries shall continue as though no proceeding had been taken. Section 7O6. Control of Proceedings, by Holders: Credit Bank or Insurer Deemed Holder. Anything in this Resolution to the contrary notwithstanding, the Holders of a majority in aggregate principal amount of Bonds then Outstanding shall have the right by an instrument or concurrent instruments in writing executed and delivered to the City, to direct the method and place of conducting all remedial proceedings hereunder, provided that such direction shall be in accordance with law and the provisions of this Resolution. A Credit Bank or Insurer shall be deemed to be the sole Holder of all Bonds supported by a Credit Facility or Insurance Policy it has issued for all purposes under this Article, other than the notice to Holders provisions herein contained, so long as such Credit Facility or Insurance Policy is in effect and the Credit Bank or Insurer, as applicable, has not defaulted in its obligations thereunder. Section 707. Restrictions Upon Actions by Individual Holders. No one or more Holders shall have any right in any manner whatsoever by one or more such Holders' action to affect, disturb. or prejudice the security of this Resolution, or to enforce any right hereunder except in the manner provided herein. All proceedings at law or in equity shall be instituted, had and maintained in the manner herein provided and for the benefit of all Holders, and any individual rights of action or other right given to one or more of such Holders by law are restricted by this Resolution to the rights and remedies herein provided. Section 708. No Remedy Exclusive. No remedy herein conferred upon or reserved to the Holders is intended to be exclusive of any other remedy or remedies City of Miami Page .58 of 71 Printed On: 10/1/2007 File Number: 07-00913 Enactment Number: herein provided, and each and every such remedy shall be cumulative and shall_be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity. Section 709. Delay Not a Waiver. No delay or omission by any Holder in the exercise of any right or power accruing upon any default shall impair any such right or power or shall be construed to be a ,waiver of any such default or any acquiescence therein; and every power or remedy given by this Resolution to the Holders may be exercised from time to time and as often as may be deemed expedient. The Holders of not less than a majority in aggregate principal amount of the Bonds - then Outstanding may waive any default which in their opinion 'shall have been remedied before the entry of final judgment or dqcree in any suit, action or proceedings instituted under the provisions of this Resolution for before the completion of the enforcement of - any subsequent default or defaults. Section 710.' Right to Enforce Payment of Bonds Unimpaired. Nothing in this Article VII shall affect or impair the ilght of any Holder to enforce the payment: of the principal of and the interest on any Bond or the obligation of the City to pay the principal of and the interest on each Bond to the Holder thereof at the time and place in said Bond expressed. [END OF ARTICLE VII] City of MOM Page 59 of 71 Printed On: 10/1 /2007 File Number: 07-00913 Enactment Number: ARTICLE VIII CONCERNING THE FIDUCIARIES Section 801. Failure of City to. Act. No Fiduciary shall be liable or responsible because of the failure of the City or ;of any of its employees or agents to make any collections or deposits or to perform ary act herein required of the City or because of the loss of any money arising through the insolvency or the act or default or omission of any Depositary in which such money shall'have been deposited under the provisions ofthis Resolution. No Fiduciary shall be responsible for the application of any of the proceeds of the Bonds or any other money deposited with it and paid out,, withdrawn or transferred hereunder if such application, payment, withdrawal or transfer shall be made .in accordance with the provisions of this ltesolutian. The immunities and exemptions from liability of a Fiduciary hereunder shall extend to the directors, officers, employees=and agents of each Fiduciary. r I Section 802. Compensation. Spbject to the provisions of any contract between the City and any Fiduciary relating to the compensation of such Fiduciary, theCityshall pay to such Fiduciary reasonable compensation for all services performed by.it.hereunder and also all its reasonable expenses, charges and other disbursements and those of its attorneys, agents and employees incurred in and about the administration and execution of the trusts hereby created and the perftrrnance of its powers and duties. Section 803. Reliance by Fiduciaries. In case at any time it shall be necessary or desirable for any Fiduciary to make any investigation respecting any fact preparatory to taking or not taking any action or doing or not doing anything as such Fiduciary, and in any case in which this Resolution provides for permitting or taking any action, such Fiduciary may rely upon any certificate' required or permitted to be filed with it under the provisions of this Resolution, and any isuch certificate shall be evidence of such fact to protect such Fiduciary in 'any action that it may or may not take or in respect of anything it may or may not do, in good faith, by reason of the supposed existence of such fact. Except as otherwise provided in this Resolution, any request, notice, certificate or other instrument from the City to such Fiduciary shall be deemed to have been signed by the proper party or parties if signed by the City Manager or the Finance Director and such Fiduciary may accept and rely upon a !certificate of the City so signed as to any action taken by the City or such Fiduciary in reliance thereon. Section 804. Fiduciaries May Deal in Bonds. Any bank or trust company acting as a Fiduciary and its directors, officers; employees or agents may in good faith buy, sell, own, hold and deal in any of the Bonds or coupons issued under and secured by this Resolution, and may join in any action which any Bondholder may be entitled to take with like effect as if such bank ortrust company were not such Fiduciary under this Resolution. Section 805. No Responsibility for Recitals. The recitals, statements and representations contained herein and in the Bonds (excluding the certificate of City of Miami Page 60 of 71 Printed On: 10/1/2007 File Number: 07-00913 Enactment Number: authentication on the Bonds) shall be taken and construed as made by and on the part of the City and not by any Fiduciary, and no Fiduciary assumes or shall be under any responsibility for the correctness of the same. Section 806. Paying Agents and Bond Registrars: Appointment and Acceptance of Duties. (a) The City, in the Series Resolution corresponding to each Series of Bonds,1 shall appoint a Bond Registrar and a Paying Agent for such Series of Bonds. •The City may appoint one or more additional Paying Agents and Bond Registrars for the Bonds having the qualifications set forth in Section 807 for a successor Paying Agent or Bond Registrar, as the case may be. (b) Each Paying Agent and Bond Registrar shall signify its acceptance of the duties and obligations imposed upon it by this Resolution by executing and delivering to the City a written acceptance thereof. Section 807. Resignation or Removal of Paying Agent or Bond Registrar. and Appointment of Successor. (a) Any Paying Agent or Bond Registrar may at any time resign and be discharged of the duties and obligations created by this Resolution by giving at least 60 days' written notice to the City, all Credit Banks and Insurers and the other Fiduciaries. Any Paying Agent or Bond Registrar may be, removed at any time by an instrument filed with all Credit Banks and Insurers and such Bond Registrar or Paying Agent and signed by the City Manager. Any successor Paying Agent or Bond Registrar shall be appointed by the City and shall be a bank or trust company organized under the laws of any state of the United States or a national banking association, having (or controlled by an ,entity having) capital stock, surplus and undivided earnings aggregating, on a combined consolidated basis, at least Fifteen Million Dollars ($15,000,000), and willing and able to accept the office on reasonable and customary terms and authorized by law to perform all the duties imposed upon it by this Resolution. Notwithstanding the foregoing, the City may designate itself, acting by and through the Finance Director, as successor Bond Registrar and Paying Agent. The City shall provide written notice to all Credit Banks and Insurers of the appointment of such successor Paying Agent or Bond Registrar. (b) In the event of the resignation or removal of any Paying Agent, such Paying Agent shall pay over, assign and deliver moneys held by it as Paying Agent to its successors, or if there be no successors, to the City. In the event that for any reason there shall be a vacancy in the office of any Paying Agent or Bond Registrar, the Finance Director shall act as such Paying Agent or Bond Registrar. Section 808. Several Capacities. The same Person may serve as Paying Agent and Bond Registrar, to the extent permitted by law. Cityof Miami [END ARTICLE VIII} Page 61 of 71 Printed On: 10/1/2007 File Number: 07-00913 Enactment Number: ARTICLE IX EXECUTION OF INSTRUMENTS BY HOLDERS AND PROOF OF OWNERSHIP OF BONDS Section 901. Execution of Instruments by Holders; Proof of Ownership:- 'Any request, direction, consent or other instrument in writing required or permitted `by this Resolution to be signed or executed by any Holder may be in any number of conctirrent instruments of similar tenor and may be signed or executed by such Holders .:or.their attorneys or legal representatives. Proof of the execution of any such instrument may be made in the following mariner: (a) The fact and date of the execution by any person of any such instirirment may be proved by the verification early officer in any jurisdiction who, by the laws. thereof, has power totake affidavits rwithin such jurisdiction, to the effect that such instrument was subscribed and sworri to before such officer, or by an affidavits of -a witness to such execution. Where sucji execution is on behalf of a _person other than, an individual, such verification or affidavit shall also constitute sufficient prod'. Of the authority of the signer thereof. • ,. ;. (b) The ownership of Bonds shall be proved by the registration books -kept under the provisions of Section 206 of this Resolution.. Nothing contained in this Article shall be construed as limiting the City to such proof,. it being intended that the City may accept any other evidence of the matters herein stated which it may deem sufficient. Any request or consent of any Holder shall bind every future Holder of the same Bond in respect of anything done by such Holder or the City in pursuance of such request or consent. • City of Miami [END OF ARTICLE IX] Page 62 of 71 Printed On: 10/1/2007 File Number: 07-00913 Enactment Number: ARTICLE X SUPPLEMENTAL RESOLUTIONS Section 1001. Supplemental Resolutions Without Consent of Holders. The City, from time to time and at any time, may adopt such resolutions supplemental hereto as shall be consistent with the terms and provisions of this Resolution (which supplemental resolutions shall thereafter form a part hereof): (a) to cure any ambiguity or'formal defect or omission herein, or to correct or supplement any provision herein that: may be inconsistent with any other provision herein; or (b) to grant or confer upon the Holders any additional rights, remedies; powers, authority or security that may lawfully be granted to or conferred upon the Holders; or f (c) to add to the conditions, limitations and restrictions thereafter - observed by the City under the provisions of this Resolution; or (d) to add to the covenants and agreements of the City in this Resolution other covenants and agreements thereafter to 13e observed by the City or to surrender any right or power herein reserved to or conferred upon the City; or (e) with the prior written opinion of Bond Counsel that to do so will not affect the exclusion of interest from gross income of Tax -Exempt Bonds under the Code, to authorize, in compliance with all applicable law, Bonds of each Series to be issued in the form of coupon Bonds and, in connection therewith, specify and determine the matters and things relative to the issuance of suit' coupon Bonds,. including provisions relating to the timing and manner of provision of any notice required to be given hereunder to the Holders of such coupon Bonds, which are not contrary to or . inconsistent with this Resolution as theretofore in effect, or to amend, modify or rescind any such authorization, specification or determination at any time prior to the first authentication and delivery of such coupon Bonds; or ' (0 to authorize, in compliance with all applicable law, Bonds of each Series to be issued in the form of Bonds issued and held in book -entry form on the books of the City or of any Fiduciary appointed for that purpose by the City and, in connection therewith, make such additional changes herein, not adverse to the rights of the owners of the Bonds, as are necessary or appropriate to accomplish or recognize such book -entry form Bonds and specify and determine the matters and things relative to the issuance of such book -entry form Bonds as are appropriate or necessary; or (g) to modify, amend or supplement this Resolution or any ordinance supplemental hereof in such manner a§ to permit the qualification hereof and thereof under the Trust Indenture Act of 1939, as amended, or any similar federal statute City of Miami Page 63 of 71 Printed On. 10l1/2007 r Fite Number: 07-00913 Enactment Number: hereafter in effect or to permit the qualification of the Bonds for sale under the securities , tiaws of any of the states of the United States of America; or (h) to make any change required by Moody's, S&P or Fitch as a precondition to the issuance of a rating on any Series of Bonds which is not to the prejudice of the Holders of the Bonds of any other Series; or (i) to make any other change that would not materially adversely affect the security for the Bonds. In addition to the foregoing, the City may adopt Series Resolutions to provide for the issuance of each Series of the Additional Bonds (as provided in Section 209 hereof) and of Refunding Bonds (as provided in Section 210 hereof) and to provide for the creation of such additional Funds, Accounts and subaccounts and for such other related matters as may be required or contemplated by or appropriate under this Resolution. Section 1002. Modification of Resolution with Consent of Holders. Subject to the terms and provisions contained in this Section, and not otherwise, the Holders of not less than a majority in aggregate principal amount of Bonds then Outstanding that will be affected by a proposed supplemental resolution shall have the right, from time to time, anything contained in this Resolution to the contrary notwithstanding, to consent to and approve the adoption by the City of such resolution or resolutions supplemental hereto as shall be deemed necessary or desirable by the City for the purpose of modifying, altering, amending, adding to or rescinding, in any particular, any of the terms or provisions contained in this Resolution; provided, hoever, that nothing herein contained shall permit, or be construed as permitting, (a) an extension of the maturity of the principal of or the interest on any Bonds issued hereunder, or (b) a reduction in the principal amount of any Bonds or the redemption premium or the rate of interest thereon, or (c) the ,creation of a pledge or lien on the moneys credited to the Funds and Accounts created hereunder other than the pledges and liens created or permitted by this Resolution, or (d) a preference or priority of any Bonds over any other Bonds, or (e) a reduction in the aggregate principal amount of Bonds required for consent to such supplemental resolution. Nothing herein contained, however, shall be construed as making necessary the approval by the Holders of the adoption and acceptance of any supplemental resolution or Series Resolution as authorized in Section 1001 of this Article. If at any time the City shall determine that it is desirable to adopt any supplemental resolution for any of the purposes of this Section, the City shall cause notice of the proposed adoption of such supplemental resolution to be mailed, first class, postage prepaid, to all Holders. Such notice shall briefly set forth the nature of the proposed supplemental resolution and shall state that copies thereof are on file at the City for inspection by all Holders: The City shall not, however, be subject to any liability to any Holder by reason of its failure to mail the notice required by this Section, and any such failure shall not affect the validity of such supplemental resolution when approved and consented to as provided in this Section. City of Miami Page 64 of 71 Printed On: 10/1/2007 File Number: 07-00913 Enactment Number: Whenever, at any time after the date of the first mailing of such notice, the City shall , I eceive an instrument or instruments in writing purporting to be executed by the Holders of not less than a majority in aggregate principal amount of Bonds then Outstanding that are affected by a proposed supplemental resolution which instrument or instruments shall refer to the proposed supplemental resolution described in such notice and shall specifically consent to and approve the adoption thereof in substantially the. form of the copy thereof referred to in such notice, thereupon, but not otherwise, the City may adopt such supplemental resolution in substantially such form, without liability or responsibility' to any Holder, whether or not such Holder shall have consented thereto. If the Holders of not less than a majority in aggregate principal amount of Bonds - Outstanding that are affected by a proposed supplemental resolution at the time of the execution of such supplemental resolution shall have consented to and approved the adoption thereof as herein provided, no Holder shall have any right to object to the adoption of such supplemental resolution, or to object to'any of the terms and provisions contained therein or the operation thereof, or in any manner to question the propriety of the adoption thereof, or to enjoin or restrain the City from adopting the same or from taking any action pursuant to the provisions thereof. Upon the adoption of any supplemental resolution pursuant to the provisions of this Section, this Resolution shall be and be deemed to be modified and amended in accordance therewith, and the respective rights, duties and obligations under this Resolution of the City, the Bond Registrar, and all Holders shall thereafter be determined, exercised and enforced in all respects pursuant to the provisions of this Resolution as so modified and amended. Section 1003. Exclusion of Bonds. Bonds owned or held by or for the account of the City shall not be deemed Outstanding Bonds for the purpose of any consent or other action or any calculation of Outstanding Bonds provided for in this Article X, and the +City as Holder of such Bonds shall not be entitled to consent or take any other action provided for in this Article. At the time of any consent or other action taken under this Article X, the City shall evidence all Bonds owned or held by or for the account of the City by a certificate signed by the City Manager describing all Bonds so to be excluded. All such certificates shall be filed with and maintained by the Finance Director. Section 1004. Treatment of Credit Bank and Insurer. Notwithstanding any provisions of this Article to the contrary, for so long as any Credit Facility or Insurance Policy securing any Bonds hereunder is in effect and the Credit Bank or Insurer, as applicable, is not in default of its obligations thereunder, such Credit Bank or Insurer shall be treated as the Holder of such Bonds for purposes of this Article. [END OF ARTICLE X] City of Miami Page 65 of 71 Printed On: 10/112 JO7 File Number: 07-00913 Enactment Number: ARTICLE XI DEFEASANCE Section 1101. Defeasance. If all the Outstanding Bonds shall have been paid as provided below, and if all amounts dud any Credit Banks, Insurers and issuers of Reserve Fund Letters of Credit, Reserve Fund Insurance Policies and Hedge Counterparties shall have been paid in full or provision for their payment shall have been made satisfactory to such parties, then and in that case the right, title and interest of the Holders hereunder shall cease, terminate and become void, and such Bonds shall Cease to be entitled to any lien, benefit or security under this Resolution. In such event, this Resolution shall •be discharged and released and amounts held in the Funds and Accounts created hereunder shall be released to the City for its own purposes. Any Outstanding Bond shall be deemed to have been paid within the meaning and with the effect expressed. in this Section 11 Y1 when the whole amount of the principal of and redemption premium, if any, and interest on such Bond shall have been paid or when.(a} there shall have been deposited with a Depositary, acting as escrow agent solely for the Holders of such Bond and other Bonds;being defeased and specifically designated forthe purpose of defeasance, moneys in an amount which shall be sufficient, or Defeasance Obligations the principal of and the interest on which when due will provide sufficient moneys (as evidenced by a verification{report of an Accountant), to pay when due the principal of and redemption premium, if any, and interest due and to become due on such Bonds on or prior to the redemption date or maturity date thereof, as the case may be, and (b) in the event such Bond does not mature and is not to be redeemed within the next succeeding sixty (60) days, the City shall have given or cause to be given, as soon as practicable, a notice to the Holder of such Bond by first-class mail, postage prepaid, stating that the deposit of moneys or Defeasance Obligations required by clause (a) of this paragraph has been made with a Depositary, acting as escrow agent solely for the Holder of such Bond and other Bonds being defeased, and that such Bond is deemed to have been paid in accordance with this Section and stating such maturity or redemption date upon which moneys are to be available for the payment of the principal of and redemption premium, if any, and interest on such Bond. Neither the moneys nor Defeasance Qbligations deposited with such Depositary acting as escrow agent pursuant to this Section nor principal or interest payments on any such obligations shall be withdrawn or used for any purpose other than, and shall be held in trust for, the payment of the principal of and redemption premium, if any, and interest on said Bonds. If any portion of the moneys deposited for the payment of the principal of and redemption premium, if any, and interest on any portion of Bonds is not required for such purpose, the City may use the amount of such excess free and clear of any trust, Iien, security interest, pledge or assignment securing said Bonds or otherwise existing under this Resolution. Notwithstanding anything to the contrary contained herein or otherwise, amounts paid by a Credit Bank or Insurer in respect of Bonds shall not be deemed payment of such Clio of Miami Page 66 of 71 Primed Oir: 10/1/2007 File Number: O7-00913 Enactment Number: Bonds and said amounts shall continue to be due and owing until paid by the City in dccordance with this Resolution and the provisions of this Resolution shall not be discharged until such payment by the City. Section 1102. Survival of Certain Provisions. The provisions of this Resolution which relate to the maturity of Bonds, interest payments and Interest Payment Dates, optional and mandatory redemption provisions, Amortization Requirements, exchange, transfer and registration of Bonds, replacement of mutilated, destroyed, Iost or stolen Bonds, the safekeeping and cancellation of Bonds, non -presentment of Bonds and* « unclaimed moneys, required rebate of moneys .to .the United States of America, the holding of moneys in trust and the duties of the City and the Fiduciaries in 'connection with all the foregoing, shall remain in effect and be binding notwithstanding the release and discharge of this Resolution. The provisions of this Article XI shall survive the release, discharge and satisfaction of this Resolution. [END OF ARTICLE XI] City of Miami Page 67 a1'71 Printart On: 10/1/2007 File Number: 07-00913 Enactment Number: ARTICLE XII MISCELLANEOUS PROVISIONS Section 1201. 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 to the full extent authorized or permitted by law. Except as otherwise provided in this Resolution, all rights, powers and privileges conferred and duties and liabilities imposed upon the City or upon the City Commission by the provisions of this Resolution shall be exercised or performed by the City Commission, or by such other officers, board, body or commission as may be required by law to exercise such powers or to perform such duties. No covenant, stipulation, obligation or agreement herein contained shall be deemed to be a covenant, stipulation, obligation or agreement of any member of the City Commission or of any agent, officer or employee of the City in .the individual capacity of such agent, officer oremployee, and neither the members of the City Commission of the City nor any agent, officer or employee of the City nor any official executing the Bonds shall be liable personally on the Bonds or be subject to any personal liability or accountability by reason of the issuance thereof. Section 1202. Successorship of City Officers. In the event that the offices of Mayor, Finance Director, City Manager or City. Attorney shall be abolished or any two or more of such offices shall be merged or consolidated, or in the event of a. vacancy in any such office by reason of death, resignation, removal from office orotherwise, or -by reason of sickness, absence from the City or otherwise, all powers conferred and all obligations and duties imposed upon such officer shall be performed by the officer 'succeeding to the principal functions thereof or by the officer upon whom such powers, obligations and duties shall be imposed by law. Section 1203. Successorship of Paying Agent and Bond Registrar. Any bank or trust company with or into which the Paying Agent or Bond Registrar may be merged or consolidated, or to which the assets and business of such Paying Agent or Bond Registrar may be sold, shall be deemed the successor of such Paying Agent or Bond Registrarfor the purpose of this Resolution. Section 1204. Manner of Giving Notice. Any notice, demand, direction, request or other instrument authorized or required by this Resolution to be given to or filed with the City, the Paying Agent, the Bond Registrar, any Credit Bank or any Insurer shall be deemed to have been sufficiently given or filed for all purposes of this Resolution if and when sent by registered mail, return receipt requested, to the addresses of said parties as set forth below and in, or pursuant to, the Series Resolution corresponding to a Series of Bonds. Ciir of Miami Page 68 of 71 Printed On: t 0/11?007 File Number: 07-00913 Enactment Number: Any such notice, demand or request may also be transmitted to the appropriate above - mentioned party by telephone, telex or felecopy and shall be deemed to be properly given or made at the time of such transmission if, and only if, such transmission of notice shall be confirmed in writing and sent as specified above. The notice address of the City is as follows: City of Miami, Florida 444 S.W. 2nd Avenue, I0th Floor , Miami, Florida 33I30 Attention: City Manager with a copy to: City Attorney 444 S.W. 2nd Avenue, 9th Floor Miami, Florida 33130 The notice address for the Paying Agent and Bond Registrar is as follows: Cornmerce Bank, National Assoc' iation 7545 Centurion Parkway, #402 Jacksonville, Florida 32256 Attention: Vice President • The foregoing addresses of the City and Paying Agent nay be changed at any time upon written notice of such change sent.by United States registered mail,postage prepaid, to the other parties by the party effecting the change. All documents received by the Paying Agent or the Bond Registrar under the provisions of this Resolution, or photographic copies thereof, shall be retained in its possession. Following the delivery of any notice to Bondholders, any Holder of Bonds (or any Beneficial Owner of Bonds) in an aggregate principal amount of at least S 1,000,000 may request from the Finance Director in writing to receive by mail, first class postage prepaid, a copy of such notice at an address provided to the City. Section 1205. Substitute Mailing. If, because of the temporary or permanent suspension of postal service, the City, the Paying Agent, the Bond Registrar, any Credit Bank or Insurer shall be unable to mail any notice required to be given by the provisions of this Resolution, the City, the Paying Agent, the Bond Registrar, any Credit Bank or Insurer shall give notice in such other tanner as in the judgment of the City, the Paying Agent, the Bond Registrar, any Credit Bank or Insurer shall most effectively approximate mailing, and the giving of notice in such manner shall for all purposes of this Resolution be deemed to be in compliance with the requirement for the mailing thereof. Section 1206. Parties Who Have Rights under Resolution. Except as herein otherwise expressly provided, nothing in this Resolution, express or implied, is intended City of Miami Page 69 of 71 Printed On: 10/1/2007 File Number: 07-00913 Enactment Number: or shall be construed to confer upon any person, firm or corporation, other than -the Holders, any right, remedy or claim, E 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 Holders. Section 1207. Effect of Partial', Invalidity. In case any one or more of the provisions of this Resolution or of the Bonds shall for any reason be held to be illegal or invalid, such illegality or invalidity shall not affect any other provisions of this Resolution or the Bonds. Section 1208. Florida Law Controls. This Resolution is enacted with the intent that it shall be interpreted and construed in accordance with the laws of the State. x Section 1209. No Recourse Aginst Members, Officers or Emoloved of City. No recourse under or upon any statement, obligation, covenant,or agreement contained in this Resolution, or, in any Bond hereby secured, or in any Series Resolution, or in any document or certification whatsoever, car under any judgment obtained against the City, or by the enforcement of any assessment, or by any legal or equitable proceeding by . virtue of any constitutional provision or statute or otherwise or under any circumstances,. shall be had against any member of the City Commission, or any officer or employeeor agent of the City, as such, either directly or through the City or otherwise; for the. - payment for or to the City or any receiver thereof, or for or to any Holder or otherwise, of any sum that may be due and unpaid upon any such Bond. Any and all personal liability of every nature, whether at common law or in equity or by statute or by constitution or otherwise, of any such member of the City Commission,'or any officer or employee, as such, to respond by reason of any act or omission on his/her part or otherwise, for the payment for or to the City or any receiver thereof, or for or to any Holder or otherwise, of any sum that may remain due and unpaid upon the Bonds hereby secured or any of them, is hereby expressly waived and released as an express condition of, and in consideration for, the enactment of this Resolution and the issuance of the Bonds. Section 1210. Expenses Payable under Resolution. All expenses incurred in carrying out this Resolution shall be payable solely from funds derived by the City from Designated Revenues. Anything in this Resolution to the contrary notwithstanding, the performance by the City of all duties and obligations imposed upon it hereby, the exercise by it of all powers granted to' it hereunder, the carrying out of all covenants, agreements and promises made by it hereunder, and the liability of the City for all warranties and other covenants herein shall be limited solely to the City, and from the Designated Revenues and the moneys, attributable to the proceeds of Bonds, or the income from the temporary investment thereof, and, to the extent herein, the City shall not be required to effectuate any of its duties, obligations, powers or covenants except from, and to the extent of, such moneys, revenues, proceeds, and payments. Section 1211. Payments Due or) Sundays and Holidays. Except as otherwise provided in a Series Resolution, in any case where the date of maturity of interest on or principal of the Bonds or the date fixed for redemption of any Bonds shall be a Sunday or City of Miami Page 70 of 71 Printed 0n: 10/1/2007 File Number: 07-00913 Enactment Number: a legal holiday or not a Business Day, then payment of interest or principal and redemption premium, if any, need not be made on such date but may be made on the next succeeding Business Day with the same force and effect as if made on the date of maturity or the date fixed for redemption or the Interest Payment Date and no interest on such payment shall accrue for the period after such date. Section 1212. Headings. Any heading preceding the text of the several articles and sections hereof, and any table of contents or marginal notes appended to copies, hereof, shall be solely for convenience of reference and shall not constitute a part of this Resolution, nor shall they affect its meaning, construction or effect. Section 1213. Further Authority. The officers of the City, members of the City Commission and other agents or employees of the City are hereby authorized to do all acts and things required of them by this Resolution foi the full, punctual and complete performance of all of the terms, covenants and agreements. contained in the Bonds, the Bond Purchase Contract, this Resolution and in the Continuing Disclosure Agreement. Section 1214. Repeal of Inconsistent Resolutions. All resolutions or parts of resolutions in conflict herewith are hereby repealed to the extent of such conflict. Section 1215. Effective Date. This Resolution shall take effect upon its adoption and signature of the Mayor. { 1 } APPROVED AS TO FORM AND CORRECTNESS: EZ (2,96Q6 ..Footnotes: {1 } If the Mayor does not sign this Resolution, it shall become effective at the end of ten calendar days from the date it was passed and adopted. If the Mayor vetoes this Resolution, it shall become effective immediately upon override of the veto by the City Commission. City of Miami Page 71 of 71 Printed On: 1011/2007 • EXHIBIT A BOND FORM United States of America State of Florida CITY OF MIAMI, FLORIDA SPECIAL OBLIGATION [REFUNDING] BONDS, SERIES (STREET AND SIDEWALK IMPROVEMENT BONDS) No. $ Interest Rate Registered Owner: Principal Amount: Maturity Date Original issue Date CUSIP No. Dollars City of Miami, Florida (the "City"), for value received, promises to pay, but solely from the sources and in the manner hereinafter provided, to the Registered Owner named above, or registered assigns, on the Maturity Date set forth above (or earlier as hereinafter referred to) upon presentation and surrender hereof, at the principal corporate trust office of Commerce Bank, National Association, as Bond Registrar and Paying Agent, in the city of Jacksonville, Florida, or its successors (the "Bond Registrar" and "Paying Agent") the Principal Amount set forth above in any coin or currency of the United States of America which on the date of payment thereof is legal tender for the payment of public and private debts, and to pay in like coin or currency interest on said Principal Amount on each January 1 and July I, commencing (each an "Interest Payment Date"), solely from such sources provided in the Resolution described herein, from the Interest Payment Date next preceding the date on which this Bond is authenticated unless it is (i) authenticated on an Interest Payment Date, in which event from such date, or (ii) authenticated before the first Interest Payment Date, in which event from its Original Issue Date, at the Interest Rate set forth above until the Principal Amount hereof is paid. The interest so payable and punctually paid or duly provided for on any Interest Payment Date, as provided in the Resolution hereinafter referred to, will be paid by check mailed to the person in whose name this Bond (or one or more Predecessor Bonds, as defined in the Resolution) is registered at the close of business on the fifteenth (15th) day of the month next preceding such Interest Payment Date; provided, however, that any registered owner of Bonds in an aggregate principal amount of at least $1,000,000 shall be entitled to have interest paid by wire transfer pursuant to the provisions of the Resolution. This Bond is one of a duly authorized series of special obligation bonds of the City, designated "Special Obligation [Refunding] Bonds, Series (the "Bonds"), issued in the aggregate principal amount of $ under Resolution No. (the `'Resolution") MIAMIl4197251.7 A-1 } adopted by the City on , 2007, as the same may be supplemented and amended from time to time. The Bond are being ,issued to provide --ids - -to: fund certain funds and accounts established udder the Resolution and pay costs of issuance of the Bonds. Capitalized terms not otherwise defined herein shall have the meaning ascribed to such terms in the Resolution The Bonds are limited obligatioris of the City payable solely from the Designated Revenues (hereinafter referred to). Neither the faith andcredit of the State of Florida nor the faith and credit of any agency or political isubdivision thereof or of the City are pledged to the payment of the principal of or the interest, or redemption premium, if any, on this Bond, -. The issuance of this Bond shall not directly or indirectly or contingently. obligate the State of Florida or any agency or political subdivision thereof or the City to levy arty taxes whatever therefor or to make any appropriation for their payment except from the funds pledged therefor. ADDITIONAL PROVISIONS OF 'HHS BOND ARE SET FORTH ON THE REVERSE HEREOF AND SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS .THOUGH SET FORTH HERE. IN WITNESS WHEREOF, the City of Miami, Florida has caused this Bond to be. executed with the [manual] [facsimile] sigpatures of the City Manager of the City; and: its. City Clerk and [a facsimile of] its official seal to be [impressed] [imprinted] hereon and thisBond. to be dated this day of , 20 . [SEAL] CITY OF MIAMI, FLORIDA By: [Manual or Facsimile Signature] Approved as to Form City Manager and Correctness By: - [Manual or Facsimile Signature] City Attorney City Clerk M1AM1/4197251.7 A-2 CERTIFICATE OF AUTHENTICATION This Bond is a bond issued under the provisions of the within -mentioned Resolution. , Bond Registrar Date of authentication: By: Authorized Signatory ]Form of Reverse of Bonds] To secure the Bonds, the City has irrevocably pledged the Designated Revenues under the Resolution. The Designated Revenues consist of (a)(i) the City's portion of the Local Option Gas Taxes, (ii) eighty percent (80%) of the City's portion of the Transportation Surtax, (iii) twenty percent (20%) of the City's Parking Surcharge and (iv) all investment income realized by reason of the investment of moneys on deposit or credited to the Debt Service Fund whether such investment income is deposited or credited to the Designated Revenues Fund or remains in the Account in the Debt Service Fund where earned (any fees, commissions or charges established pursuant to the laws of Florida or ordinances or administrative orders of the. City or County which replace any of the items mentioned in clause (i), (ii) or (iii) shall be included in the definition of Designated Revenues) and (b) all moneys and investments, including investment earnings thereon, held for the credit of the funds, accounts and subaccounts established under the Resolution or any Series Resolution, other than the Rebate Fund and any accounts .created thereunder. The City has full power and authority to pledge the Designated Revenues to the payment of the principal of, interest and redemption premium, if any; on the Bonds. I Reference is made to the Resolution for a more complete statement of the provisions thereof and of the rights and duties of the City and the registered owners. Copies of the Resolution are on file and may be inspected at the office of the City Clerk. By the purchase and acceptance of this Bond, the Registered Owner hereof signifies assent to all of the provisions of the Resolution. This Bond is issued and the Resolution was enacted under and pursuant to the Constitution and laws of the State of Florida. The Bonds are issuable' as fully registered Bonds in the denomination of $5,000 or any integral multiple thereof. At the ' principal corporate trust office of the Bond Registrar, in the manner and subject to the limitations and conditions provided in the Resolution, Bonds may be exchanged for an equal aggregate principal amount of Bonds of the same series and maturity, of any authorized denomination or denominations and bearing interest at the same rate. The transfer of this Bond is registrable by the Registered Owner hereof in person or by his/her attorney or legal representative at the principal corporate trust office of the Bond Registrar, but only in the manner and subject to the limitations and conditions provided in the MJAM1/419725 .7 A-3 Resolution and upon surrender and cancellation of this Bond. Upon any such registration of transfer, the City shall execute and the Botd Registrar shall 4uthenticate and deliver in exchange for this Bond a new Bond or Bonds, registered in the name of the transferee, of any authorized denomination or denominations in an aggregate principal amount equal to the principal amount of this Bond, of the same series and maturity and bearing interest at the same rate. Neither the City nor the Bond Registrar shall be required to make any exchange or registration of transfer of any Bond during the fifteen (15) days immiediately preceding the date of the City's_ giving notice of redemption or purchase or after such Bond has been selected for redemption or purchase: [INSERT REDEMPTION PROVISIONS] At least thirty (30) days, but not mire than sixty days (60) before the redemption date of any Bonds, whether such redemption is in whole or in part, the City shall cause a notice: of any such redemption signed by the City to be lmailed, first class, postage prepaid, toeall registered owners of Bonds to be redeemed in whole for in part, but any defect in such notice: or the failure so to mail any such notice to the registered owners of any Bond shall not affect the validity of the proceedings for the redemption of any other Bonds. On the date fixed for redemption, notice having been mailed in the manner provided in the Resolution and sufficient moneys _baying : been deposited with the Paying Agent or other Depositary, the Bonds or portions thereof called for redemption shall be due and payable at the redemption price provided therefor, :plus accrued interest to such date. If a portion of this Bond shall be called for redemption a new Bond or Bonds in principal amount equal to the unredeemed portion hereof will be issued to .the Registered Owner upon the surrender hereof. The owner of this Bond shall have no right to enforce the provisions of the Resolution or to institute action to enforce the covenants therein, or to take any action with respect to any event of default under the Resolution, or to institute, appear in or defend any suit or other proceeding with respect thereto, except as provided in the Resolution. The Resolution permits the issuancd of additional or refunding bonds secured on a parity with the Bonds upon compliance with the conditions contained therein. Modifications or alterations of the Resolution, or any resolution supplemental thereto, may be made only to the extent and in the circumstances permitted by the Resolution. This Bond is issued with the intent that the laws of the State of Florida shall govern its construction. All acts, conditions and things required to happen, exist and be performed precedent to and in the issuance of this Bond have happened, exist and have been performed as so required. This Bond shall not be valid or become obligatory for any purpose or be entitled to any benefit or security under the Resolution until it shall have been authenticated by the execution by the Bond Registrar of the certificate of authentication endorsed hereon. M1AM114197251.7 A-4 [Form of Assignment] 1;1 FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto [Please Print or Typewrite Name, Tax Identification Number and Address of Transferee] the within Bond. and all rights thereunder, and hereby irrevocably constitutes and appoints attorney to register the transfer ofthe within Bond on the books kept for registration thereof, with full power of substitution in the premises. Dated: NOTICE: The signature to this assignment must correspond with the name as it appears upon the face of the within bond in every particular, without alteration or any change whatever. M1AM[14197251,7 [END OF BOND FORM] A-5 II 1XHIBiT B SER1A 2007 PROJECT District I - r • In the area generally bounded by N.W.27th Ave, N.W. 23rd St., N.W. 20th Ave., and N.W. North River Dr., including the area, bounded by N.W. 30th Pl., N.W. loth St., N.W. -22nd Ave., and N.W. 7th St. and any odditional streets as required -- project components include: the design and construction of roadway resurfacing, swale restoration, curbs, gutters, drainage improvements, sidewalk replacement, lighting improvements, landscaping, signage, and striping. • In the area generally bounded by N.W. 23111 Ave, N.W. 31st St., N.W. 24th Ave,andN.W. 35th St.; N.W. 34'th Ave. from 14th tie 17th St. N.W. 18th Terr. from 31'1 to 32nd St., N.W. 43rd Ave., N.W. 43rd Ct., N.W. 434 P1. from N.W. 5th to NW 7th St. and anyadditional streets as required — proj ect components include: the design and construction of right-of- way enhancements including resurfacing of asphalt pavement, swale restoration, sidewalk repairs, landscaping, striping, and drainage as needed. • In the area generally bounded by N.W. 27th Ave., N.W. 38th St., N.W. 22nd Ave., and N.W. 28th St., including an area bounded by N.W. 18th Ave., N.W. 20th St., N.W. 14th Ave., and N.W. North River Dr, and any additional streets as required — project components include: the design and construction of roadway resurfacing, swale restoration, curbs, gutters, drainage improvements, sidewalk replacement, lighting improvements, landscaping, signage, and striping. • In the area generally bounded by N.W. 20th St, N.W. 7th Ave., SR 836, and N.W. 17th Ave. — project components include:' the design and construction of roadway resurfacing, sidewalk replacement, ADA ramps, curbs, gutters, drainage improvements, and landscaping. • In the area generally bounded by 11.1.W. 22nd Ave., N.W. 38th St., N.W. 17th Ave., and N.W. 28th St., including an area bounded by N.W. 22nd Ave, N.W. 20th St., N.W. 17th Ave. and N.W. North River Dr. Additional streets as required — project components include: the design and construction of roadway resurfacing, swale restoration, curbs, gutters, drainage improvements, sidewalk replacement, lighting improvements, landscaping, signage, and striping. MIAMI/4197251.7 B-1 Di.s1rict 2 • In the area generally bounded by N.W. 151 Ave., N.E. 20th St., Biscayne Bay, Miami River --- project components include: the design and construction of roadway resurfacing, swale restoration, curbs, gutters, drainage improvements, sidewalk replacement, lighting improvements, landscaping, signage, and striping. • In the area east of Biscayne Blvd. on N.E. 83rd Rd., 85th St., and 86th St. — projeect components include: the design and construction of roadway to include milling and resurfacing, swale restorations, new sidewalks, landscaping and roadway stripping. • In an area generally bounded by N.E. 6th Ct., N.E. 8th Ave., N.E. 76th St., N.E. 10th Ave., Litter River and N.E. 72"d Terr. — project components include: the construction of roadway improvements, including construction of `storm drainage, storm water pump station, water quality structure, roadway milling and resurfacing, sidewalk replacement, construction of curbs, gutters, ADA ramps, and swale restoration. • In the area generally bounded by N.E. 69th Si, N.E. 72"d St., Biscayne Blvd, and Biscayne Way — project components include: the construction of roadway improvements, including construction of storm drainage, storm water pump station, water quality structure, roadway milling and resurfacing, sidewalk replacement, construction of curbs, gutters, ADA ramps, and swale restoration. • In the area generally bounded by N.W. 2"d Ave., N.W. — N.E. 34th St., N.E. 39th St., and Biscayne Bay, including any additional streets as required - project components include: the design and construction of roadway resurfacing, swale restoration, curbs, gutters, drainage improvements, sidewalk replacement, lighting improvements, landscaping, signage, and striping. • In the area generally bounded by N.W. 2"d Ave., N.W. —N.E. 34th St., N.W. —N.E. 24th St., and Biscayne Bay, including any additional streets as required — project components include: the design and construction of roadway resurfacing, swale restoration, curbs, gutters, drainage improvements, sidewalk replacement, lighting improvements, landscaping, signage, and striping. • In the area generally bounded by S.W. 39th Ave., S.W. 26th St., S.W. 27th Ave., and S. Dixie Hwy., including any additional streets as required - project components include: the design and construction iof roadway resurfacing, swale restoration, curbs, gutters, drainage improvements, sidewalk replacement, lighting improvements, landscaping, signage, and striping. • In the area known as Marcos Island — project components include: drainage improvements. M}AM3/4197251.7 B-2 District 3 • In the area generally bounded by 4.W. 22nd Ave., SR 836, the Miami River, W. Flagler St., S.W. 12th Ave., and N.W. 7th St_, including any additional streets as required - project components include: the design and construction of roadway resurfacing, swale restoration, curbs, gutters, drainage improvements, sidewalk replacement, lighting improvements, landscaping, signag4, and striping. • In the area generally bounded by N.W. — S.W. 27th Ave., N.W. 7th St., S.W..12th Ave., S.W. 8th St., including any additional streets as required — project components .include: the design and construction of roadway resurfacing, swale restoration, curbs,: -gutters, drainage improvements, sidewalk' replacement, lighting improvements, landscaping, signage, and striping. f • In the area generally bounded by S.W. 27th Ave., S.W. 8th St., S.W. 22nd Ave., and S.W. 9th St., including any additional sheets as required — project components include: the design and construction of roadway resurfacing, swale restoration, -curbs, gutters, drainage improvements, sidewalk replacement, lighting improvements, - landscaping, signage, and striping. • In the area generally bounded by S.W. 17th Ave., SW 18th St, S.W. 12th Ave., and S. Dixie Hwy., including any additional streets as required — project components include: the design and construction of roadway resurfacing, swale restoration, curbs, gutters, drainage improvements, sidewalk replacement, lighting improvements, landscaping, signage, and striping. • In the area generally bounded by S.W. 17th Ave., S.W. 8th St., S.W. 12th Ave., and S.W. 18th St., including any additional streets as required — project components include: the design and construction of roadway resurfacing, 'swale restoration, curbs, gutters, drainage improvements, sidewalk replacement, lighting improvements, landscaping, signage, and striping. • In the area generally bounded by S.W. 17th Ave., W. Flagler St., S.W. 1st Ct., S.W. 1st Ave., I-95, and S.W. 8th St., including any additional streets as required — project components include: the design and construction of roadway resurfacing, swale restoration, curbs, gutters, drainage improvements, sidewalk replacement, lighting improvements, landscaping, signage, and striping. • In the area of known as Shenandoth/Roads including any additional adjacent areas as required —project components include; drainage remediation. MIAMI/4197251.7 13-3 District 4 • In the area generally bounded by S.W. 16th St., S.W. 27th Ave., S.W. 22nd St., and S.W. 32"d Ave. - project components include: the design and construction of a positive storm sewer system, road improvements such as damaged sidewalk replacement, damaged curb and/or gutter replacement, ADA compliant ramp construction, re -sod of swales, milling and resurfacing. • In the area generally bounded by S.W. 37th Ave., S.W. 16'h St., S.W. 24th Ave., and S.W. 22nd St., including any additional streets as required — project components include: the design and construction of roadway resurfacing, swale restoration, curbs, gutters, drainage improvements, sidewalk replacement, lighting improvements, landscaping, signage, and striping. • In the area generally bounded by S.W. 27tty Ave., S.W. 22t'd St., S.W. 17th Ave. and S. Dixie Hwy., including any additional streets as required - project components include: the design and construction of roadway resurfacing, swale restoration, curbs, gutters, drainage improvements, sidewalk replacement, lighting improvements, landscaping, signage, and striping. • In the area generally bounded by S.W. 47th Ave., S.W 57th Ave., W. Flagler St., and S.W. 8th St — project components include: the construction of a storm sewer system, road improvements, such as damaged sidewalk replacement, damaged curb and / or gutter replacement, ADA compliant ramp construction, re -sod of swales, milling and resurfacing. • In the area known as Shenandoah various intersections — project components include: the construction of traffic circles, including related drainage improvements, curbs, gutters, milling and resurfacing, landscaping, and pavement markings. • In the area known as Flagami various intersections — project components include: the construction of traffic circles, including related drainage improvements, curbs, gutters, milling and resurfacing, landscaping, and pavement markings. • In the area know as Shenandoah!Flagami — project components include: drainage remediation. District 5 • In the area generally bounded by N.W. 17th Ave. and N.W. 19th Ave., from N.W. 45th St. to N.W. 57t' St., including N.W. 18th Ave. from N.W. 43rd St. to N.W. 57th St., but not including N.W. 46th St. and N.W. 54th St. -- project components include: the construction oi'roadway improvement, including milling and resurfacing, sidewalk repairs, upgrading swale areas to provide parking, turf block, curbs, gutters, storm drainage improvements, pavement markings. M]AM1l4]97251.7 B-4 • In the area generally bounded by NM. 2"d Ave., N.W. 40th St., N. Miami Ave., and N.W. 46th St. - project components include: the construction of roadway improvements, including milling and resurfacing, sidewalk repairs, street widening, curbs, gutters, pavement marking, landscaping, and storm drainage as needed. • N.E. 38th St. from N. Miami Ave.'to N.E. 2"d Ave. — project components include: the construction of roadway improvements, including reconfiguring existingroadway section, milling and resurfacing', landscaping, lighting, and associated drainage improvements. • In the area generally bounded by N.E. 2"d Ave., N.E. 72"d' St., Florida East Coast Rail line, and N.E. 62" St. — project components include: the design and construction of a variety of streetscape related improvements, such as entrance gateways, Iighting, directional signs, landscaping, milking and resurfacing, and drainage modifications as needed. • In the area generally bounded by di. Miami Ave., N.E. 48th St., N.E. 2"d Ave„ N,E, 44th St. — project components include: the construction of roadway improvements,"such as milling and resurfacing, road reconstruction, curbs, sidewalks, medians, storm drainage, and pavement markings. • North River Dr. from N.W. 7th St) to N.W. 11 th Pl. — project components include: the construction of roadway improvements, such as roadway reconstruction, sidewalks, associated drainage, landscaping, and streetlighting. Multi -District • Citywide — project components include: Miscellaneous sidewalk replacements and construction of ADA improvements) • In the area generally bounded by W. Flagler St., S.W. 8th St., S.W. 67`h Ave., and S.W. 62" Ave. - project components include: the construction of a storm sewer system, road improvements, such as damaged *idewalk replacement, damaged curb and/or gutter replacement, ADA compliant ramp construction, re -sod of swales, milling & resurfacing. • In an area generally bounded by N.W, 7th St., W. Flagler St., N.W. 57th Ave., and N.W. 52" Ave. — project components include: the construction of a storm sewer system, road improvements, such as damaged sidewalk replacement, damaged curb and/or gutter replacement, ADA compliant ramp construction, re -sod of swales, milling & resurfacing. • In the area known as Silver Bluff, which includes various intersections within District 2 and District 4 - project components include: the construction of traffic circles, including related drainage improvements, curbs, gutters. milling & resurfacing. landscaping, and pavement markings. M [AMI/4197251.7 B-5 • S.W. 32"d Ave. from U.S. 1 to S.W. 22"d St. (also known as Coral Way) — project components include: the construction of roadway improvements, including resurfacing, swale restoration, curbs, gutters, drainage improvements, sidewalk replacement, lighting improvements, landscaping, signage, and striping. Or if such project components cannot be constructed as provided above, such other roadway and sidewalk improvements, as may be determined by the City, including but not limited to resurfacing, swale restoration, curbs, gutters, drainage improvements, sidewalk replacement, lighting improvements, landscaping, signage, and striping, in the areas descrier above or in any other areas as may be determined by the City. MIAMI/4197251.7 B-6 EXHIBIT C PAYING AGENT AND BOND REGISTRAR AGREEMENT Exhibit C the final agreement will be provided and executed upon issuance of the Series 2007 Bonds and will be on file with the City Clerk's Office C-1 PAYING AGENT AND REGISTRAR AGREEMENT THIS PAYING AGENT AND REGISTRAR AGREEMENT (the "Agreement") is entered into as of the 1 s' day of August, 2007, by and between the CITY OF MIAMI, FLORIDA (the "City"), and Commerce Bank, National Association, a national banking association duly organized and existing under the laws of the United States having its designated corporate trust office in Jacksonville, Florida (the "Bank"). WITNESSETH: WHEREAS, the City has determined to issue $ in aggregate principal amount of its Special Obligation Bonds, Series 2007 (Street and Sidewalk Improvement Program) (the "Series 2007 Bonds"), pursuant to the provisions of Resolution No. R-07- adopted by the City Commission of the City (the "City Commission") on June 26,2007 (the "Bond Resolution"); and WHEREAS, the City represents that all things necessary to make the Series 2007 Bonds the valid obligations of the City, in accordance with their terms, will be taken upon the issuance and delivery thereof; and WHEREAS, the City desires that the Bank act as the Paying Agent of the City in paying the principal of and interest on the Series 2007 Bonds, in accordance with the terms thereof, and that the Bank act as the Bond Registrar for the Series 2007 Bonds; and WHEREAS, the Bank has represented that it is duly qualified to perform the duties described herein as Paying Agent and Bond Registrar; and WHEREAS, the City and the Bank each have duly authorized the execution and delivery of this Agreement; and all things necessary to make this Agreement the valid agreement of the City and the Bank; in accordance with its terms, have been done; - NOW, THEREFORE, for and in consideration of the premises and the covenants herein contained, the City and the Bank hereby agree as follows: ARTICLE 1 APPOINTMENT OF BANK AS PAYING AGENT AND REGISTRAR SECTION 1.01 Appointment. The City hereby appoints the Bank to act as Paying Agent with respect to the Series 2007 Bonds, to pay to the Bondholders of the Series 2007 Bonds the principal of and interest on all or any of the Series 2007 Bonds as the same shall become due and payable. The City hereby appoints the Bank as Bond Registrar with respect to the Series 2007 Bonds, The Bank hereby accepts its appointment, and agrees to act as the Paying Agent and the Bond Registrar for the Series 2007 Bonds, and as such, to perform the functions of Paying Agent and=lBond Registrar, as described herein and in the Bond Resolution, and in the event of conflict, the terms of the Bond Resolution shall govern_ SECTION 1.02 Compensation. As compensation for the Bank's services as Paying Agent and Bond Registrar, the City hereby agrees to pay the Bank the fees and amounts set forth in Exhibit A hereto. In addition, the City agrees to reimburse the Bank upon its request for all reasonable expenses, disbursements, and advances incurred or made by the Bank in accordance with any of the provisions hereof. Such fees and expenses shall be paid to the Bank as billed. ARTICLE 2 DEFINITIONS SECTION 2.01 Definitions. For all purposes of this Agreement, except as otherwise expressly provided, or unless the context otherwise requires: "Authorized Representative" shall mean an authorized representative of the City, as designated by the City Commission from time to,time and shall initially include the Mayor, City Manager and the Director of Finance. "Bond Insurer" shall mean "Bond Register" shall mean the registration books maintained by the Bond Registrar for the Series 2007 Bonds. "Bondholder" shall mean a Person in whose name a Series 2007 Bond is registered in the Bond Register. "Municipal Bond Insurance Policy" shall mean Municipal Bond New Issue Insurance Policy No. issued by the Bond Insurer insuring the payment of the principal of and interest on the Series 2007 Bonds. "Person" shall mean any individual, corporation, partnership, joint venture, association, joint stock company, trust, unincorporated organization or government or any agency or political subdivision of a government. "Predecessor Bonds" of any particular Series 2007 Bond shall mean every previous Series 2007 Bond evidencing all or a portion of the same obligation as that evidenced by such particular Series 2007 Bond (for the purposes of this definition, any Series 2007 Bond registered and delivered under the provisions of the Bond Resolution in lieu of a mutilated, lost, destroyed, 2 M1AMI/420028O.1 or stolen Series 2007 Bond shall be deemed to evidence the same obligation as the mutilated, lost, destroyed, or stolen Series 2007 Bond). "Record Date" shall mean the fifteenth day (whether or not a business day) of the month next preceding the applicable interest payment date. "Responsible Officer" when used with respect to the Bank shall mean the President, any Vice President, any Trust Officer, Assistant Trust Officer or Client Service Officer, or any other officer of the Bank customarily performing functions similar to those performed by any of the above designated officers, and also means, With respect to a particular corporate trust matter, any other officer to whom such matter is referred because of his knowledge of or familiarity with the particular subject. "Stated Maturity" shall mean the dlte specified as the fixed date on which the principal of a Series 2007 Bond is due and payable. r ' SECTION 2.02 Other Definitions. The terms "Bank", "City", "Bond Resolution" and "Series 2007 Bonds" .have the meaning assigned to them in the opening paragraph of this Agreement or in the preamble hereto:. The terms "Paying Agent" and "Bond Registrar" refer to the Bank when it is performing the respective functions associated with such terms in this Agreement. ARTICLE 3 THE SERIES 2007 BONDS SECTION 3.01 Forms Generally. The Series 2007 Bonds, the certificate of authentication and the assignment to be printed on each of the Series 2007 Bonds, shall be in the forms set forth in the Bond Resolution, with such appropriate insertions, omissions, substitutions, and other variations as are permitted or required by the Bond Resolution and approved by an Authorized Representative of the City. SECTION 3.02 Execution, Registration, Delivery, and Dating. The Series 2007 Bonds shall be executed on behalf of the City as directed by the Bond Resolution. The signature of any of the officers of the City on the Series 2007 Bonds may be manual or facsimile. Series 2007 Bonds bearing the manual or facsimile signatures of individuals who were at the time the proper officers of the City shall bind the City, notwithstanding that such individuals or any of them shall cease to hold such offices prior to the certification of registration and delivery of the Series 2007 Bonds or shall not have held such offices at the date of the Series 2007 Bonds. At any time and from time to time after the execution and delivery of this Agreement, the Bondholder may deliver to the Bank for transfer or exchange Series 2007 Bonds accompanied by instructions designating the Persons, maturities, and principal amounts to and in which such 3 M]AM]/420026Q.1 Series 2007 Bonds are to be transferred, and the Bank shall thereupon, within not more than three (3) business days, register and deliver such Series 2007 Bonds as provided herein and in suehl instructions. Every Series 2007 Bond surrendered for transfer or exchange shall be duly endorsed or accompanied by a written instrument of transfer, the signature on which has been guaranteed by an officer of a federal or state bank or a member of the National Association of Securities Dealers, in form satisfactory to the Bank, duly executed by the Bondholder thereof or his attorney duly authorized in writing. All Series 2007 Bonds registered and delivered by the Bank hereunder shall be dated1as provided in the Bond Resolution. No Series 2007 Bond shall be entitled to any right or benefit under this Agreement, or be valid or obligatory for any purpose, unless there appears on such Series 2007 Bond a certificate of authentication substantially in the form provided in the Bond Resolution, executed by the Bank by manual signature, and such certificate upon any Series 2007 Bond shall be conclusive evidence, and the only evidence, that such Series 2007 Bond has been duly certified or registered and delivered. SECTION 3.03 Person Deemed Owners. The City, the Bank, and any agent of the City or the Bank may treat the Person in whose name any Series 2007 Bond is registered as'the owner of such Series 2007 Bond for the purpose of receiving payment of the principal of and interest on such Series 2007 Bond and for all other purposes whatsoever whether or not such Series 2007 Bond be overdue, and, to the extent permitted by law, the City, the Bank, and any such agent shall not be affected by notice to the contrary, except to the extent expressly so provided in the Bond Resolution with respect to rights that may be exercised by the issuer of any municipal bond insurance policy or other credit facility relating to the Series 2007 Bonds. ARTICLE 4 PAYING AGENT SECTION 4.01 Duties of Paying Agent. As Paying Agent the Bank shall, provided adequate collected funds have been provided to it for such purpose by or on behalf of the City, pay on the behalf of the City the principal of the Series 2007 Bonds at their Stated Maturity to the Bondholder upon surrender of the Series 2007 Bonds to the Bank. As Paying Agent the Bank shall, provided adequate collected funds have been provided to it for such purpose by or on behalf of the City, pay on behalf of the City on the payment date the interest on the Series 2007 Bonds when due by computing the amount of interest to be paid each Bondholder and (i) preparing and mailing checks by first-class mail, postage prepaid, to the Bondholders of the Series 2007 Bonds (or their Predecessor Bonds) on the Record Date, addressed to their address appearing on the Bond Register; provided, however, that if ownership of the Series 2007 Bonds is maintained in a book -entry only system by a securities depository, 4 MIAM1/4200280.1 such payment may be made by automated wire transfer to such securities depository or its nominee or (ii) wiring funds to the Bondholders who have requested payment by wire transfer in accordance with Section S.A. of the Boni Resolution, or (iii) utilizing such other customary banking arrangements to which the Bondholders and the Bank agree. The Bank expressly acknowledges its understanding and acceptance of its duties as Paying Agent in the Bond Resolution, and the Bond Insurance Agreement. The Bank, as Paying Agent, shall immediately notify Bond Insuter if one day prior to any interest payment date there are insufficient moneys to make any payments of principal of and interest on the Series 2007 Bonds. SECTION 4.02 Payment Dates, The City hereby instructs the Bank 10 pay the principal of and interest on the Series 2007 Bonds on the dates specified or provided for in the Bond Resolution and other pertinent documents relating to the Series 2007 Bonds. AiRTICLE 5 BONII REGISTRAR SECTION 5.01 Transfer and Exchange. The City shall keep at the Bank a register (herein sometimes referred to as the "Bond Register"), which shall be maintained by the Bank, to provide for the registration of Series 2007 Bonds and transfers of the Series 2007 Bonds. The Bank is hereby appointed "Bond Registrar" for the purpose of registering Series 2007 Bonds and transfers of Series 2007 Bonds as herein provided. The Bank agrees to maintain the Bond Register while it is Bond Registrar. Upon surrender for transfer of any Series 2007 Bond at the corporate trust office of the Bank, the Bank shall, not more than three (3) business days after request and presentation, register and deliver, in the name of the designated transferee or transferees, one or more new fully registered Series 2007 Bonds of the same maturity, of any authorized denominations, and of a like aggregate principal amount. To the , extent so provided with respect to the Series 2007 Bonds, at the option of the Bondholder, Series 2007 Bonds may be exchanged for other Series 2007 Bonds of the same maturity, of any authorized denominations, and of like aggregate principal amount, upon surrender of the Series 2007 Bonds to be exchanged at the corporate trust office of the Bank. Whenever any Series 2007 Bonds are to be surrendered for exchange, the City shall execute and the Bank shall authenticate, register and deliver, the Series 2007 Bonds which the Bondholder making the exchange is entitled to receive. All Series 2007 Bonds issued upon any transfer or exchange, after authentication by the Bank, shall be the valid obligations of the City, evidencing the same debt, and entitled to the same benefits hereunder and under the Bond Resolution, as the Series 2007 Bonds surrendered upon such transfer or exchange. 5 M IAM I/4200280,1 Every Series 2007 Bond surrendered for transfer or exchange shall be duly endorsed or acc9mpanied by a written instrument of transfer, the signature on which has been guaranteed by an bfftcer of a federal or state bank or a member of the National Association of Securities Dealers, in form satisfactory to the Bank, duly executed by the Bondholder thereof or his attorney duly authorized in writing, and shall be numbered in order of their authentication by the Bank. The Bond Registrar may request any supporting documentation necessary to effect a re - registration. No service charge shall be made to the Bondholder for any registration, transfer,‘ ar exchange of Series 2007 Bonds, but the City or the Bond Registrar may require payment of a sum sufficient to cover any tax, fee or other governmental charge that may be imposed in connection with any transfer or exchange of Series 2007 Bonds. SECTION 5.02 Certificates. In the event that the book -only entry system for the Series 2007 Bonds is terminated, the City shall provide an adequate inventory of unauthenticated Series 2007 Bond certificates to facilitate transfers. The Bank covenants that it will maintain any such Series 2007 Bond certificates in safekeeping and will use reasonable care in maintaining such Series 2007 Bonds in safekeeping, being not less than the care which it takes in connection with other governments or corporations for which it serves as registrar, or which it maintains for its own securities. SECTION 5.03 Form of Bond Register. The Bank, as Bond Registrar, will maintain the record of the Bond Register in accordance with the Bank's general practices and procedures in effect from time to time. The Bank shall not be obligated to maintain such Bond Register in any form other than those which the Bank has currently available and currently utilizes at the time. The Bond Register may be maintained in written form or in any other form capable of being converted into written form within a reasonable time. SECTION 5.04 List of Bondholders. The Bank will provide the City, at any time requested by the City, upon payment of any copying costs, a copy of the information contained in the Bond Register. The City may also inspect the Bond Register at any time the Bank is customarily open for business, provided that reasonable time is allowed the Bank to provide an up to date listing or to convert the information into written form. The Bank will not release or disclose the content of the Bond Register to any person other than to, or at the written request of, an Authorized Officer or employee of the City, except upon receipt of a subpoena or court order. Upon receipt of a subpoena or court order the Bank will notify the City so that the City may contest a subpoena or court order. 6 M1AM114200280.1 SECTION 5.05 Return of Cancelled Certificates. The Bank will surrender to the City, at such reasonable intervals as it determines, certificates of destruction in lieu of which or in exchange for which other Series 2007 Bonds have been issued, or which have been paid. SECTION 5.06 Mutilated, Destroyed, kost, or Stolen Bonds. The City hereby instructs the Bank to authenticate and deliver Series 2007 Bonds in exchange for or in lieu of mutilated, destrdyed, lost, or stolen Series 2007 Bonds as long asthe same does not result in an over -issuance, all in conformance -with the requirements of the Bond Resolution. The Bank will authenticate and deliver a new Series 2007 Bond in exchange for a mutilated Series 2007 Bond surrendered tq it. The Bank will issue a new Series 2007 Bond in lieu of a Series 2007 Bond for which it recetived written representation from the Bondholder that the certificate representing such Series 2p07 Bond is destroyed, lost or stolen, without the surrender or production of the original cerlificate. The Bank will pay on behalf of the City the principal of a Series 2007 Bond for which i( receives written representation that such Series 2007 Bond is destroyed, lost or stolen following the Stated Maturity of the Series 2007 Bond, without surrender or production of the original certificate. The Bank will not issue a replacement Series 2007 Bond or pay such replacement Series 2007 Bond unless there is delivered to the Bank such security or indemnity as it may require (which may be by the Bank's blanket bond) to save both the Bank and the City harmless. On satisfaction of the Bank and the City, the certificate number on the Series 2007 Bond will be cancelled with a notation on the Bond Register that it has been mutilated, destroyed, lost, or stolen, and a new Series 2007 Bond will be issued of the same series and of like tenor and principal amount bearing a number (according to the Bond Register) not contemporaneously outstanding. The Bank may charge the Bondholder the Bank's reasonable fees andexpenses in connection with issuing a new Series 2007 Bond in lieu of or exchange for a mutilated, destroyed, lost or stolen Series 2007 Bond. SECTION 5.07 Surety Bond. The City hereby accepts the Bank's current blanket bond for lost, stolen or destroyed certificates and any substantially similar future substitute blanket bond for lost, stolen or destroyed certificates that the Bank may arrange, and agrees that the coverage under any such blanket bond is acceptable to it and meets the City's requirements as to security or indemnity. The Bank need not notify the City of any changes in the bond or other company giving such bond, or the terms of any such bond, The blanket bond then utilized by the Bank for the purpose of lost, stolen or destroyed certificates by the Bank is available for inspection by the City upon request. 7 MIAMI/4200280. E SECTION 5.08 Transaction Information to City. The Bank will, within a reasonable time after receipt of a written request from the City, furnish the City information as to the Series 2007 Bonds it has paid pursuant to Section 4.01 hereof, Series 2007 Bonds it has delivered upon the transfer or exchange of any Series 2007 Bonds pursuant to Section 5.01 hereof, and Series 2007 Bonds it has delivered in exchange for or in Lieu of mutilated, destroyed, lost or stolen Series 2007 Bonds pursuant to Section 5.06 hereof, ARTICLE 6 THE BANK SECTION 6.01 Duties Of the Bank. The Bank undertakes to perform the duties of Paying Agent and Bond Registrar as set forth herein; in the Bond Resolution and in the Bond Insurance Agreement and agrees to use reasonable care in the performance thereof, and in the event of conflict with the Bond Resolution, the terms of the Bond Resolution shall govern. The Bank hereby agrees to use the funds deposited with it for payment of the principal of and interest on the Series 2007 Bonds, to pay the Series 2007 Bonds as the same shall become due and further agrees to establish and maintain all accounts and funds as may be required for the Bank to function as Paying Agent. SECTION 6.02 Reliance on Documents, Etc. (a) The Bank shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it shall be proved that the Bank was negligent in ascertaining the pertinent facts. (b) No provisions of this Agreement shall require the Bank to expend or risk its own funds or otherwise incur any financial liability for performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity satisfactory to it against such risks or liability is not assured to it. (c) The Bank may rely and shall be protected in acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, note, security or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties. The Bank shall not be bound to make any investigation into the facts or matters stated in a resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, note, security or other paper or document supplied by the City. (d) The Bank may consult with counsel and the written advice of such counsel or any written opinion of counsel shall be full and complete authorization and protection with respect to any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon. MIAMI/4200280.1 (e) The Bank may exercise any of its powers hereunder and perform any duties hereunder either directly or by or through arents or attorneys of the Bank. SECTION 6.03 Recitals of the City. The recitals contained herein, in the Bond Resolution and in the Series 2007 Bonds shall be taken as the statements of the City sand the Bank assumes no responsibility- for their correctness. The Bank shall in no event be liable from its own funds to the City, any Bondholder or Bondholders of any Series 2007 Bond or 'any other Person for any amount due on any Series 2007 Bond. SECTION 6.04 Bank May Hold Series 2007 Bonds. y ! ' The Bank, in its individual or any other capacity, may become the owner or• pledgee of Series 2007 Bonds and may otherwise deaf with the City with the same rights itwould have if it were not the Paying Agent and Bond Regis rar. SECTION 6.05 Moneys Held by Bank. Money held by the Bank hereunder shall be segregated from any other funds of the Bank and the City, and such money shall be held in trust for the benefit of the Bondholders of .the Series 2007 Bonds. Any money deposited with the Bank for the payment of the principal of or interest on any Series 2007 Bonds and remaining unclaimed three (3) years following the final maturity of the Series 2007 Bonds shall be paid by the Bank to the City, and the Bondholder of such Series 2007 Bonds shall thereafter look only to the City for payment thereof, and all liability of the Bank with respect to such moneys shall thereupon cease. SECTION 6.06 Bank Not a Trustee. Notwithstanding Section 6.05 hereof with respect to the responsibility of the Bank to hold moneys hereunder in trust, this Agreement ;shall not be construed to require the Bank to enforce any remedy which any Bondholder may have against the City during any default or event of default under any agreement between any Bondholder and the City, including the Bond Resolution, or to act as trustee for such Bondholder, other than the duty to provide notice of such events of default to the Bond Insurer and to perform the duties provided in the Bond Resolution, the Bond Insurance Agreement with respect to payment under the Municipal Bond Insurance Policy. SECTION 6.07 Bank Not Responsible for Series 2007 Bonds. The Bank shall not be accountable for the use of any Series 2007 Bonds or for the use or application of the proceeds thereof. 9 MIAMI/4200280. ) SECTION 6.08 Interpleader. 11; The City and the Bank agree that the Bank may seek adjudication of any adverse claim, demand, or controversy over its person as well as funds on deposit, waive personal service of any process and agree that service of process by certified or registered mail, return receipt requested, to the addresses set forth in Section 7.03 hereof shall constitute adequate service. The City and the Bank further agree that the Bank has the right to file a Bill of Interpleader in any court of competent jurisdiction to determine the rights of any person claiming any interest herein. • ARTICLE 7 MISCELLANEOUS PROVISIONS SECTION 7.01 Amendment. This Agreement may be amended only by an agreernent in writing signed by both of the parties hereto. SECTION 7.02 Assignment. This Agreement may not be assigned by either party without the prior written consent of the other. SECTION 7.03 Notices; Waiver. Any request, demand, authorization, direction, notice, consent, waiver, or other document provided or permitted hereby to be given or furnished to the City, the Bank or the Bond Insurer shall be mailed first-class postage prepaid or hand delivered to the City, the Bank, the Bond Insurer, respectively, at the addresses shown below: City of Miami, Florida 444 S.W. 2nd Avenue, 10th Floor Miami, Florida 33130 Attn: City Manager Commerce Bank, National Association 7545 Centurion Parkway Suite# 402 Jacksonville, Florida 32256 Attn: Vice President Any notice to Bondholders provided by this Agreement of any event shall be sufficiently given if it is in writing and mailed, first-class postage prepaid, to each Bondholder, at the address of such Bondholder as it appears in the Bond Register. In any case where notice to Bondholders is given by mail, neither the failure to mail such notice nor any defect in any notice so mailed to any particular Bondholder shall affect the 10 M1AMI/4200280.1 sufficiency of such notice with respect to all other Bondholders. Where this Agreement provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Bondholders shall be filed with the Bank, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver, SECTION 7.04 Effect of Headings. The article and section headings herein are for convenience only and shall not affect the construction hereof. SECTION 7.05 Successors and Assigns All covenants and agreements herein by the parties hereto shall bind their successors and assigns, whether so expressed or not. SECTION 7.06 Severability. In case any provision herein shall be invalid, illegal or unenforceable, the validity, legality or enforceability of the remaining provisions shall not in any way be affected or impaired thereby. i SECTION 7.07 Benefits of Agreement. Nothing herein, express or implied, shall give to any person, other than the Bondholders and the parties hereto and their successors hereunder, any benefit or any legal or equitable right, remedy or claim hereunder. SECTION 7.08 Entire Agreement. This Agreement and the Bond Resblution constitute the entire agreement between the parties hereto relative to the Bank acting as Paying Agent and Bond Registrar, and if any conflict exists between this Agreement and the Bond Resolution, the Bond Resolution shall govern. SECTION 7.09 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which shall constitute one and the same Agreement, SECTION 7.10 Termination. Subject to Section 19 of the Bond Resolution, this Agreement will terminate on the date the Bank issues its check or wire transfer for the final payment of principal of, redemption premium, if any, and interest on the Series 2007 Bonds. This Agreement may be earlier terminated with or without cause. Upon notice of such termination, the City reserves the right to appoint a successor Paying Agent and Bond Registrar. The Bank shall deliver all records and any unclaimed funds to the City or such successor without 11 M IAM 1/4200280.1 { a right of set off for any fees, charges or expenses due to the Bank. However, the Bank is entitled to payment of all outstanding fees and expenses before delivering records to the City.. In the event this Agreement is terminated by givi1g written notice, then the Bank agrees, upon request by the City, to give notice by first-class mail to all registered Bondholders and to Bond Insurer of the name and address of the successor Paying Agent and Bond Registrar. Expenses for .such notice shall be paid by the City. SECTION 7.11 Governing Law. This Agreement shall be construed 'in accordance with and governed by the laws of the State of Florida. SECTION 7.12 Indemnification. To the extent permitted by law, the City agrees to indemnify the Bank for, tend to hold it harmless against, any loss, liability or expense incurred without negligence or willful misconduct on its part, arising out of or in connection with acceptance or administration of this Agreement, including the reasonable costs and expensels of defending itself against such claim or liability in connection with the exercise or performance of any of its powers or duties - hereunder. Notwithstanding any provision in this Agreement, the Bank's rights to immunities and protection from liability hereunder and its rights to 4ayment of its fees, expenses and indemnities shall survive the termination of this Agreement. 12 MIAM1/4200280. I IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and, year first above written. E� CITY OF MIAMI, FLORIDA (SEAL) By: Attest: City Manager By: City Clerk APPROVED AS TO FORM APPROVED AS TO INSURANCE AND CORRECTNESS: REQUIREMENTS: By: B City Attorney (SEAL) 13 M1AMI/42OO2l0.1 Risk Management Director COMMERCE BANK, NATIONAL ASSOCIATION, as Paying Agent and Bond Registrar By: Vice President IXHIBIT A Schedule of Paying agent and Bond itegistrar Fees 1. AnnuaI Paying Agent and Bond Registrar Fee - $350.00. 2. In addition to the foregoing annual fees, the Paying Agent and Bond Registrar shall be entitled to reimbursement for its reasonable out-of-pocket costs and disbursements,. including, without limitation, the reasonable fees and expenses of its counsel, associated with the performance of its duties under the Paying Agent and Registrar Agreement. EXHIBIT D BOND PURCHASE CONTRACT Exhibit D the final agreement will be provided and executed upon issuance of the Series 2007 Bonds and will be on file with the City Clerk's Office D-1 BOND PURCHASE CONTRACT $80,000,000 CITY OF MIAMI, FLORIDA SPECIAL OBLIGATION BONDS, SERIES 2007 (Street and Sidewalk Improvement Program) , 2007 The City Commissioners of the City of Miami, Florida 3500 Pan American Drive Miami, Florida 33133 Ladies and Gentlemen: 1. J.P. Morgan Securities Inc. (the "Representative"), on behalf of itself and UBS Securities LLC, .LaSalle Financial Services, Inc., Raymond James & Associates, Inc. and SunTrust Capital Markets, Inc. (collectively with the Representative, the'"Underwriters") offers to enter into this agreement ("Purchase Contract") with the City of Miami, Florida (the "City"), which upon the City's acceptance hereof will be binding upon the City and upon the Underwriters. This offer is made subject to the City's acceptance by execution of this Purchase Contract and its delivery of same to the Underwriters at or before 5:00 p.m., New York City time, today. All terms not otherwise defined herein shall have the meanings ascribed thereto in the Resolution (as defined below). 2. Upon the terms and conditions and upon the basis of the representations, warranties, covenants and agreements hereinafter set forth, the Underwriters hereby agree to purchase from the City for offering to the public, and the City hereby agrees to sell and deliver to the Underwriters for such purpose, all (but not less than all) of the aggregate principal amount of the City's Special Obligation Bonds, Series 2007 (Street and Sidewalk Improvement Program), dated as of 2007 (the "Series 2007 Bonds"). The Underwriters agree to pay to the City for the purchase of the Series 2007 Bonds an amount equal to $ (which represents the par amount of the Series 2007 Bonds, [plus/minus] net original issue [premium/discount] of $ and less an Underwriters' discount of $ ). Such purchase price shall be paid by the Underwriters to the City on the Closing Date as described in Section 7 hereof. 3. The Series 2007 Bonds are being issued by the City pursuant to the Constitution and laws of the State of Florida (the "State"), including Chapter 166, Part 11, Florida Statutes, the Charter of the City, and other applicable provisions of law (the "Act") and pursuant to Resolution No. 1 adopted by the City Commission of the City on [July 26, 20071 (the "Resolution"). The Series 2007 Bonds are being issued for the purpose of (i) financing the cost of acquisition, construction and improvements to certain roadways and streetscapes (the "Series 2007 Project"), (ii) funding a deposit to the Reserve Fund in respect to the Series 2007 Bonds, and (iii) paying certain costs and expenses incurred in connection with the issuance of the Series 2007 Bonds, including a premium for a municipal bond insurance policy. The payment of the principal of, redemption premium, if any, and interest on the Series 2007 Bonds shall be secured by a lien upon and a pledge of (x) the proceeds of the Local Option Gas Taxes, (y) eighty percent (80%) of the City's portion of the Transportation Surtax, and (z) twenty percent (20%) of the City's Parking Surcharge (the "Designated Revenues"), in the manner and to the extent described in the Resolution. Payment of the principal of and interest on the Series 2007 Bonds, when due, will be guaranteed under a policy of municipal bond insurance (the "Insurance Policy") to be issued at the Closing, as hereinafter defined, by (the "Insurer")_ The Series 2007 Bonds shall be more fully described in the Preliminary Official Statement, dated , 2007, relating to the Series 2007 Bonds, the form of which is attached to the Resolution. Such Preliminary Official Statement as amended to delete preliminary language and reflect the final terms of the Series 2007 Bonds, and with only such changes as shall be approved by the City and the Underwriters, and as amended and supplemented prior to Closing, is herein referred to as the "Official Statement." The Series 2007 Bonds shall mature, bear interest and be subject to redemption as set forth in ExhibitA attached' hereto, and have all such other terms and provisions, as set forth in the Resolution and as described in the Official Statement. 4. Prior to the submission of the offer to purchase the Series 2007 Bonds pursuant to this Purchase Contract, the Underwriters have provided the City all applicable disclosure information required by Section 218.385, Florida Statutes, a copy of which is attached as Exhibit 13 hereto, and the City, by its acceptance hereof, accepts such disclosure and agrees that it does not require any further disclosure from the Underwriters prior to the delivery of the Series 2007 Bonds with regard to the matters set forth in such Section. The Underwriters agree to make a bona fide public offering of all the Series 2007 Bonds at not in excess of the initial public offering price (which may be expressed in terms of yield), set forth in Exhibit A attached hereto. The Series 2007 Bonds may be offered and sold to certain dealers (including the Underwriters and other dealers or institutions depositing such Series 2007 Bonds into investment trusts) at a price or prices lower than such public offering price. The City covenants with the Underwriters to cooperate with it in qualifying the Series 2007 Bonds for offer and sale under the securities or "Blue Sky" laws of such states as the Underwriters may request; provided that in no event shall the City be obligated to take any action which would subject it to general service of process in any state where it is not now so subject. The Underwriters agree to provide at the Closing a certificate stating the price at which at least 10% of each maturity of the Series 2007 Bonds have been sold to the public. Delivered herewith by the. Representative on behalf of the Underwriters is a check payable to the order of the City in an amount equal to $ (the "Good Faith Check"). If the City does not accept the offer made hereby, the Good Faith Check shall be immediately returned to the Underwriters. If the offer made hereby is so accepted, the City shall hold the Good Faith Check uncashed until the Closing Date, as defined herein. In the event the Underwriters accept and pay for 2 i the Series 2007 Bonds, as provided herein, the encashed Good Faith Check shall be returned to the Representative at the Closing. In the event the City shall fail to deliver the Series 2007 Bonds at the Closing Date, or if the City shall be unable at or prior to the Closing Date to satisfy the conditions to the obligations of the Underwriters contained herein, or if the obligations of the Underwriters shall be terminated for any reason permitted hereby, the Good Faith Check shall be returned immediately to the Representative on behalf of the Underwriters on or prior to, the Closing Date. If the Underwriters shall fail (other than for a reason permitted hereby) to accept and pay for the Series 2007 Bonds upon tender thereof by the City as provided herein, the Good Faith Check shall be retained by the City as and for full liquidated damages for such failure and for any and all defaults on the part of the Underwriters, and shall constitute a full release and discharge of all claims and damages for such failure and for any and all such defaults.• The following statements are made in satisfaction of the requirements of Section 218.385(2) and (3), Florida Statutes. The City is proposing to issue the Series 2007 Bonds in the aggregate principal amount of $ 80.000,90t for the purpose of (i) financing the cost of the Series 2007 Project, (ii) funding a deposit to the Reserve Fund in respect to the Series 2007 Bonds, and (iii) paying certain costs and expenses incurred in connection with the issuance of the Series 2007 Bonds, including the premium for the Insurance Policy. The Series 2007 Bonds are expected to be repaid over a period of approximately _ years, at a true interest cost of approximately %, resulting in total interest payments in the amount of $ being made over the life of the Series 2007 Bonds. The Series 2007 Bonds are payable from and secured by a lien upon and a pledge of the Designated Revenues. Authorizing the Series 2007 Bonds will result in approximately $ (average annual debt service) of City's moneys not being available to finance other services of the City each year over the next approximately _ years. The foregoing statements are for informational purposes only and shall not affect or control the actual terms and conditions of the Series 2007 Bonds. 5. Within seven business days of the acceptance hereof by the City, the City shall cause to be delivered such reasonable number of copies of the final Official Statement as the Underwriters shall request, which shall be sufficient in number to comply with paragraph (b)(4) of Rule 15c2-12 of the Securities and Exchange Commission (17 CFR § 240.15c2-12) under the Securities Exchange Act of 1934, as amended (the "Rule") and with Rules G-32 and G-3 b and all other applicable rules of the Municipal Securities Rulemaking Board (the "MSRB"). The City hereby authorizes the Underwriters to use and distribute the Resolution and the Official Statement and the information contained in each such document in connection with the public offering and the sale of the Series 2007 Bonds. The Underwriters agree that they will not confiuni the sale daily Series 2007 Bonds unless the confirmation of sale is accompanied or preceded by the delivery of a copy of the Official Statement pursuant to the rules of the MSRB. 6. The City represents, warrants, covenants and agrees with the Underwriters as of the date hereof and as of the Closing Date, which representations and warranties shall survive the Closing, that: A. The City is a municipal corporation of the State duly organized and existin pursuant to the Constitution, the Charter of the City, and laws of the State and is authorized ulna empowered by law, including particularly the Act, to .issue the Series 2007 Bonds and to use the moneys derived from the sale of the Series 2007A Bonds to finance the cost of the Series 2007. Project to adopt the Resolution, to accept this. Purchase Contract; to issue, sell and deliver the Series 2007 Bonds to the Underwriters as provided herein; to pledge of the Designated Revenues; to execute and perform its obligations under a Disclosure Dissemination Agent Agreement, the form of which is attached to the Preliminary Official Statement as Appendix F (the "Disclosure Agreement"); and to carry out and consummate all other transactions contemplated by the .Official Statement and by each of the aforesaid documents, agreements and resolutions. B. The City has duly authorized by all appropriate action, and complied with all provisions of law with which compliance was required on or prior to the date hereof, including the Act, with respect to the acceptance of this Pdrchase Contract, and the execution and delivery ofthe Disclosure Agreement; the adoption of the Resolution; and the sale, execution, issuance and delivery of the Series 2007 Bonds. Each ofthe aforementioned agreements, ordinances, resolutions and other instruments constitute valid and binding obligations of the City enforceable against the City in accordance with their respective terms, subject to applicable bankruptcy, insolvency and other laws affecting creditors' rights and remedies and to general principles of equity. C. When delivered to and paid by the Underwriters in accordance with the terms of this Purchase Contract and the Resolution, the Series 2007 Bonds will have been duly and validly authorized, executed, authenticated, issued and delivered and will constitute legal, valid and binding limited obligations of the City enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency or other laws affecting creditors' rights and remedies and to general principles of equity, and will be entitled to the benefits of the Resolution. D. The City is not in breach of or default under any applicable constitutional provision, law or administrative regulation of the State or the United States or any applicable judgment or decree or any loan agreement, indenture, bond, note, ordinance, resolution, agreement or other instrument to which the City is a party or to which the City or any of the property or assets of the Series 2007 Project are otherwise subject, and no event has occurred and is continuing which constitutes or with the passage of time or the giving of notice, or both, would constitute a material default or event of default by the City under any such instrument. The acceptance of this Purchase Contract, the execution and delivery of the Series 2007 Bonds and the Disclosure Agreement, the adoption of the Resolution, and compliance with the provisions thereof, do not and will not conflict with, or constitute on the part of the City a material violation of, breach of or default under, any indenture, mortgage, deed of trust, resolution, note agreement or other agreement or instrument to 4 which the City is a party or by which the City is bound, or, any constitutional provision or statute of the State, any order, rule or regulation of any court or governmental agency or body having jurisdiction over the City or any of its activities or properties; and all consents of any governmental authority of the State required in connection with the issuance or sale of the Series 2007 Bonds by the City have been obtained; provided, however, that no representation is made concerning compliance with the Federal securities laws br the securities or "Blue Sky' laws of the various states. E. Except as described iti the Preliminary Official Statement and in the. Official Statement, there is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court or governmental agency or body pending or, to the best of its knowledge, threatened against or affecting the City, nor is there any basis therefor, wherein an unfavorable decision, ruling or finding would materially adversely affect the transactions contemplated by this Purchase Contract, the Resolution and the Disclosure Agreement, or which, in any way, would adversely affect the validity or enforceability of the Series 2007 Oonds, the Resolution, the Disclosure Agreement, or any agreement or instrument to which the City is a party, used or contemplated for use in the consummation of the transactions contemplated by this Purchase Contract, the Disclosure Agreement and the Resolution. F. The City will not take or omit to take any action which action or omission will in any way cause the proceeds from the sale of the Series 2007 Bonds to be applied in a manner contrary to that provided for in the Resolution and as described in the Official Statement. G. The Preliminary Official Statement as of the date thereof and the Official Statement as of the date hereof (but in both instances not including information in such documents under the headings "DESCRIPTION OF THE SERIES 2007 BLINDS — Book -Entry Only System" and "MUNICIPAL BOND INSURANCE") do not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading., If, after the date of this Purchase Contract and until the earlier of (i) ninety (90) days from the end of the "underwriting period" (as defined in the Rule) or (ii) the time when the Official Statement is available to any person from a nationally recognized repository, but in no case less than 25 days following the end of the underwriting period, any event shall occur which might or would cause the Official Statement, as then supplemented or amended. to contain ariy untrue statement of a material fact or to omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the City shall notify the Underwriters thereof, and, if in the opinion of the Underwriters, such event requires the preparation and publication of a supplement or amendment to the Official Statement, the City will at its own expense forthwith prepare and furnish to the Underwriters a sufficient number of copies of an amendment of or supplement to the Official Statement (in form and substance satisfactory to the Underwriters) which will supplement or amend the Official Statement so that it will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances existing at such time, not misleading. 5 • H. Except as disclosed in the Preliminary Official Statement and in the Official Statement, the City neither is nor has been in default any time after December 31, 1975, as to principal or interest with respect to an obligation issued by the City. I. The City has not been notified of any listing or proposed listing by the Internal Revenue Service to the effect that it is a bond issuer whose arbitrage certifications may not be relied upon. J. As of its date, the Preliminary Official Statement was deemed "final" by the City for purposes of the Rule. K. The City has, in connection with previous issues of securities, undertaken in a written certificate for the benefit of holders of such securities, to provide certain continuing disclosure information in accordance with the Rule, and the City has complied with and is currently • in compliance with each such undertaking. L. (i) The financial statements of, and other financial information regarding the City in the Official Statement fairly present the financial position and results of the operations of the City as of the dates and for the periods therein set forth; (ii) the audited financial statements have been prepared in accordance with generally accepted accounting principles consistently applied, (iii) the unaudited financial statements (if any) have been prepared on a basis substantially consistent with the audited financial statements included in the Official Statement and reflect all adjustments necessary to that effect, (iv) the other financial information has been determined on a basis substantially consistent with that of the City's audited financial statements included in the Official Statement and (v) there has been no material adverse change in the financial condition of the City since September 30, 2006, except as specifically described in the Offcial Statement. 7. At 1:00 p.m., prevailing Eastern time, on , 2007 (the "Closing Date"), or at such other time or on such earlier or later business day as shall have been mutually agreed upon by the City and the Underwriters, the City will deliver, or cause to be delivered, through the FAST system of The Depository Trust Company ("DTC") to the Underwriters the Series 2007 Bonds, in fully registered book entry form, duly executed and authenticated, at a place in Miami, Florida to be mutually agreed upon by the City and the Underwriters. The City will deliver, or cause to be delivered, to the Underwriters at such time and on such date and at a place to be mutually agreed upon by the City and the Underwriters, the closing documents as provided and described in Section 8 of this Purchase Contract. Upon compliance with all the terms and provisions and subject to the conditions hereof, the Underwriters will accept such delivery and pay the purchase price of the Series 2007 Bonds as set forth in Section 2, in immediately available funds to the order of the City; such delivery and payment is herein called the "Closing." The Series 2007 Bonds will be delivered in book -entry -only form and registered in the name of Cede & Co. 8. The Underwriters have entered into this Purchase Contract in reliance upon the representations, warranties, covenants and agreements of the City contained herein and to be contained in the documents and instruments to be delivered at the Closing and upon the performance by the City of its obligations hereunder, both as of the date hereof and as of the date of Closing. 6 { Accordingly, the obligation of the Underwriters under this Purchase Contract to purchase and pay for the Series 2007 Bonds shall be subject to the performance by the City of such obligations at or prior to the Closing, and the obligations hereuJder of each party hereto shall be subject (i) to the performance by the City of the obligations to be performed at or prior to Closing, (ii) to the accuracy in all material respects of such representations, warranties, covenants and agreements as of the date hereof and as of the date of Closing and (iii) to the following conditions: A. At the time of the Closing, the Disclosure Agreement shall have been duly executed and delivered by the respective parties thereto in substantially the same form as have been previously delivered to the Underwriters on the date hereof, shall be in full force and effect and shall not have been amended, modified or supplemented except as may have been agreed to in writing by the Underwriters; the Purchase Contract and'the Resolution shall not have been amended, modified or supplemented, except as may have been agreed to in writing by the Underwriters; and the Official Statement shall not have been supplementedfor amended, except in any such case as may have been agreed to in writing by the Underwriters. B. At the time of the Closing, all required official action of the City relating to the authorization, sale and issuance of the Series 2007 Bonds and the transactions contemplated thereby and hereby required to be taken by the City on or prior to the date thereof shall be in full force and effect and shall not have been amended, modified or supplemented, except as may have been agreed to in writing by the Underwriters. C. At the time of the Closing, the Series 2007 Bonds shall have been duly executed and authenticated in accordance with the provisions of the Resolution. D. At the time of the Closing, the Series 2007 Bonds will be rated, "" by Moody's Investors Service ("Moody's"), " "by Standard & Poor's Ratings Services ("S&P"), and "" by Fitch Ratings ("Fitch"), which ratings shall be based upon the issuance of the Insurance Policy, E. At the time of the Closing, there shall not have occurred any change or any development involving a prospective change, in the status of the condition, financial or otherwise, or in the earnings or operations of the City, from that set forth in the Official Statement that in the judgment of the Representative, is material and adverse and that makes it, in the judgment of the Representative, impracticable or inadvisable to proceed with the offer, sale or delivery of the Bonds on the terms and in the manner contemplated in the Official Statement. F. At or prior to the Closing, the Underwriters shall receive the following documents. all in form reasonably acceptable to the Underwriters: (i) The Official Statement of the City executed by the City Manager; (ii) A copy of the Resolution, certified as of the date of the Closing by the City Clerk as having been duly adopted by the City Commission and as being in full force and 7 effect and not having been amended, modified or supplemented, except as may have been agreed to in writing by the Underwriters; (iii) The approving opinion of Squire, Sanders & Dempsey L.L.P., Miami, Florida, Bond Counsel, dated the date of the Closing, substantially in the form attached as Appendix D to the Official Statement and addressed (or a separate "reliance letter" addressed) to the City and the Underwriters; (iv) The supplemental opinion of Bond Counsel, dated the date of the Closing! in form reasonably acceptable to the Representative and its counsel and substantially in the form of Exhibit C attached hereto; (v) The opinion of Jorge L. Fernandez, Esq., City Attorney, dated the date of the Closing, in form reasonably acceptable to the Representative and its counsel and .. substantially in the form of Exhibit D attached hereto; (vi) The opinion of Counsel to Insurer, dated the date of the Closing, in form and substance satisfactory to the Underwriters and its counsel and addressed (or a separate "reliance letter" addressed) to the City and the Underwriters with such opinion including an opinion to the effect that (1) Insurer is duly organized and validly existing under the laws of its state of incorporation and is qualified to do business in the State and (2) the Insurance Policy has been duly and validly issued by the Insurer and constitutes the legal, validand binding obligation of the Insurer enforceable in accordance with its terms except as limited by bankruptcy, insolvency, moratorium and other similar laws of equitable principles affecting creditors' rights generally; (vii) An opinion of Bryant Miller Olive P.A., Miami, Florida, Disclosure Counsel, addressed to the City, and dated the date .of Closing, to the effect that with respect to the information in the Official Statement and based upon said firms' participation in the preparation and review of the Official Statement as special disclosure counsel and without having undertaken to determine independently the accuracy or completeness of the contents of the Official Statement, nothing has come to the attention of said firms that would cause them to believe that the Official Statement (except for the financial and statistical data contained therein and information relating to the book -entry -only registration system and the Insurance Policy, as to which no opinion need be expressed) contains an untrue statement of a material fact or omits to state a material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading; (viii) an opinion of Broad and Cassel, Orlando, Florida, counsel to the Underwriters, dated the date of the Closing, in form and substance satisfactory to the Underwriters. (ix) A certificate dated the date of Closing of the Mayor and City Manager to the effect that: 8 (a) as of such date, except as disclosed in the Official Statement, no litigation is pending or, to their knowledge, threatened in any court (1)challenging the creation, organization or xistence of the City, or (2) seeking to restrain r enjoin the issuance or delivery of any of the Series 2007 Bonds, or the collection of revenues or other moneys pledged to pay the principal of and interest on the Series 2007 Bonds, or in any way contesting or affecting the validity of the Series 2007 Bonds, the Resolution or the lien upon and pledge of the Designated Revenues, or contesting the powers of the City to issue the Series 2007 Bonds, to adopt the Resolution, or (3) in any way contesting or affecting the validity of this,Purchase Contract, the Disclosure Agreement or the Resolution; provided, the Underwriters may in their sole discretion accept the opinion of the City Attorney or BondCounsel in lieu of the certifications' required by clauses (1), (2) and (3), in_ each case, acceptable in form and substance satisfactory to the Underwriters and its Counsel, that in the opinion of the Underwriters, all issues raised in any related or threatened litigation are without substance or the contentions of any plaintiffs therein are without merit; and (b) (1) the representations, warranties, covenants and agreements' of the City contained herein are true and correct in all material respects on and as of the date of the Closing as if made on tthe date of the Closing; and (2) no event affecting the City has occurred since the date of the Official Statement which has not been disclosed therein and which Ishould be disclosed in the Official Statement for the purpose for which it is to be used or which it is necessary to disclose therein in order to make the statements and information therein, in light of the circumstances under which they were made, not misleading in any material respect; (x)_ Executed copies of (a) Ordinance No. 93-63 enacted by Miami -Dade County (the "County") on June 15, 1993; tb) the Interlocal Agreement dated as of May 20, 1993. among th County, the City and certain other municipalities; and (c) Ordinance No. 93-91 enactedly the County on September20, 1993. as amended by Ordinance No, 96-101 enacted by the County on June 20, 1996, all relating to The Local Option Gas Taxes; (xi) Executed copies of (a) Ordinance No. 02-116 enacted by the County on July 9, 2002 and (b) the jnterlocal Agreement, dated as of , 2003, between the County and the City, both relating td the Transportation Surtax; )Uii) Executed copy of Ordinance No. 04-00466 enacted by the City on July 22, 2004Zrelatingto the Parking Surcharge; (xiii) A certificate of insurer in form and substance satisfactory to the Underwriters and its counsel verifying the statements and information relating to Insurer and the Insurance Policy in the Official Statement. Such certificate shall state that the information relating to the Insurer appearing under the caption "MUNICIPAL BOND INSURANCE" in the Official Statement does not contain any untrue statement of a material fact or omit to state a material 9 fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; (iixiv) A copy of a transcript of all proceedings relating to the authorization, sale and issuance of the Series 2007 Bonds, including, among other documents, copies of the Resolution and this Purchase Contract; (xiixv) A true and correct copy of the Insurance Policy issued by Insurer; (xvitAn executed Disclosure Agreement of the City, substantially in the form provided therefor in Appendix F to the Official Statement and meeting the requirements of Section (b)(5) of the Rule; and (xivxvii) Such additional legal opinions, certificates instruments and other documents as the Underwriters may reasonably request. If the obligations of the Underwriters shall be terminated .for any reason permitted by this Purchase Contract, this Purchase Contract shall terminate and the Underwriters shall be under no further obligation hereunder, except as set forth in Section 10 hereof 9. The Underwriters may terminate this Purchase Contract by notifying the City of their election to do so if, after its execution and prior to the Closing any of the following have occurred: A. Legislation enacted by the' Congress or recommended to the Congress for passage by the President of the United States, or favorably reported for passage to either House of the Congress by any committee of such House to which such legislation has been referred for consideration, or a decision rendered by a court established under Article III of the Constitution of the United States or by the Tax Court of the United States, or an order. ruling, regulation (final, temporary or proposed) or official statement or pronouncement issued or made: (i) By or on behalf of the Treasury Department of the United States or the Internal Revenue Service or other governmental agency having jurisdiction over the subject matter, with the purpose or effect, directly or indirectly, of imposing federal income taxation upon such revenues as would be received by the City or the Paying Agent or upon such interest as would be received by the owners of the Series 2007 Bonds or which would have the effect of changing, directly or indirectly, the federal income tax consequences with respect to the owners of the Series 2007 Bonds; or (ii) By or on behalf of the Securities and Exchange Commission, or any other governmental agency having jurisdiction of the subject matter, to the effect that obligations of the general character of the Series 2007 Bonds, including any or all underlying security, are not exempt from registration under the Securities Act of 1933, as amended, or that the Resolution is not exempt from qualification under the Trust Indenture Act of 1939, as amended, the effect of which, in the judgment of the Representative, would make it 10 impracticable or inadvisable to proceed with the offer, sale or delivery of the Bonds on the terms and in the manner contemplated in the Official Statement. - B. The occurrence of any new outbreak of hostilities or any national, or any change in financial markets, or international calamity or crises, including a financial crises, or any escalation of activities involving the military forces of the United States, the effect of which, in the judgment of the Representative, would mate it impracticable or inadvisable to proceed with the offer, sale or delivery of the Series 2007 Bonds on the terms and in the manner contemplated in. the Official Statement (it being agreed to by the parties hereto that no such hostilities, calamity or crisis was occurring as of the date hereof which had a material effect upon the marketability of the Series 2007 Bonds). C. The declaration of a Feneral banking moratorium by federal, New York or Florida authorities, or the general suspension of or material limitation on trading on the New York Stock Exchange. k D. The imposition by tie New York Stock Exchange or any governmental authority of any material restrictions not now in force with respect to the Series 2007 Bonds or obligations of the general character of the Series 2007 Bonds or securities generally, or the material increase of any such restrictions now in force, including those relating to the extension of credit by, or the charge to the net capital requirements of, underwriters. E. An order, decree or injunction of any court of competent jurisdiction, or order, ruling, regulation or official statement by the Securities and Exchange Commission, or any other governmental agency having jurisdiction of the subject matter, issued or made to the effect that the issuance, offering or sale of obligations of the general character of the Series 2007 Bonds or the issuance, offering or sale of the Series 2007 Bonds, including any underlying obligations, as contemplated hereby or by the Official Staternent, is or would he in violation ofthe federal securities laws as amended and then in effect. F. The withdrawal or downgrading of the rating of any bonds supported by an insurance policy of the Insurer. G. The President of the United States, the Office of Management and Budget, the Department of Treasury. the Internal Revenue Service or any other governmental body, department, agency or commission of the United States or the State shall take or propose to take any action or implement or propose regulations, rules or legislation which, in the reasonable judgment of the Underwriters, would make it impracticable or inadvisable to proceed with the offer, sale or delivery of the Series 2007 Bonds on the terms and in the mariner contemplated in the Official Statement or causes the Official Statement to contain an untrue statement of a material fact or to omit to state a material fact which is necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading in any material respect. H. Any executive order shall be announced, or any legislation, ordinance, rule or regulation shall be proposed by or introduced in. or be enacted by any governmental body, 11 department, agency or commission of the United States or the State or the State of New York, having jurisdiction over the subject matter, or a decision by any court,of competent jurisdiction within the United States or within the State or the State/ofNew York shall be rendered which, in the reasonable judgment of the Underwriters, would make it impracticable or inadvisable to proceed with the offer, sale or delivery of the Series 2007 Bonds on the terms and in the manner contemplated in the Official Statement or causes the Official Statement to be misleading in any material respect. I• Insurer's Commitment to insure the Series 2007 Bonds shall: .have been repudiated by the Insurer or any litigation oriprdceeding shall be pending or threatened questioning the validity or enforceability thereof or seeking to enjoin performance thereunder or the Underwriters or the City shall have received notice from Insurer that it will be linable to perform under the Insurance Policy. J. An adverse ruling in ti.e pending litigation described in the Official. Statement under the heading "LITIGATION," which materially impairs the ability of the City to make payment on the Series 2007 Bonds. # K. Any event occurring, or information becoming known which; in the reasonable judgment of the Underwriters, makes untrue in any material respect any statement or information contained in the Official Statement, or has the effect that the Official Statement contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. L. Any fact or event shall exist or have existed that, in the Representative's judgment, requires or has required an amendment of or supplement to the Official Statement. M. There shall have occurred, after the signing hereof, either a financial crisis or a default with respect to the debt obligations of the City or any agency or political subdivision thereof or proceedings under the bankruptcy laws of the United States or the State shall have been instituted by the City or any agency or political subdivision, in either case the effect of which, in the reasonable judgment of the Representative, is such as to materially and adversely affect the market price or the marketability of the Series 2007 Bonds or the ability of the Underwriters to enforce contracts of the sale of the Series 2007 Bonds. 10. The Underwriters shall be under no obligation to pay any expenses incident to the performance of the City's obligations hereunder, including but not limited to (A) the cost of printing and preparation for printing or other reproduction of the Preliminary Official Statement and the Official Statement, (B) the cost of printing tand preparation for printing or other reproduction or recording or filing or publishing (or paying any tax, fee or other governmental charge with respect thereto) of any document or instrument referred to herein, (C) the cost of preparation, printing, execution, safekeeping, transportation and delivery to the Underwriters of the Series 2007 Bonds, (D) the fees and disbursements of Bond Counsel, Disclosure Counsel, Counsel to the City, Counsel to the Insurer and any other experts or consultants retained by the City, (E) the fees and expenses of 12 the City under the Resolution, (F) all fees and costs of Moody's, S&P and Fitch for issuing the ratings for the Series 2007 Bonds, and (G) the cost of the premium for the Insurance Policy. The Underwriters shall pay (i) the costs ofpreparation and printing of this Purchase Contract and the Blue Sky Memorandum, if any; (ii) all advertising expenses in connection with the public offering of the Series 2007 Bonds; and (iii) all other expenses incurred by them in connection with the public offering of the Series 2007 Bonds, including the fees and disbursements of Coiinsel to the Underwriters. If this Purchase Contract shall be terminated by. the Representative because of any failure or refusal on the part of the Issuer to comply with the terms or to fulfill any of the conditions of this Purchase Contract, or if for any reason the Issuer shall be unable to perform its obligations under this Purchase Contract, the Issuer will reimburse the Representative for all out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by the Representative in connection with this Purchase Contract or the offering contemplated hereunder. 11. Any notice or other communication to be given to the City under this Purchase Contract may be given by delivering the same in writing in person or by certified or registered mail, return receipt requested, at its address set forth above, addressed Attention: Finance Director. Any notice or other communication to be given to the Underwriters under this Purchase Contract may be given by delivering the same in person, or by 'certified or registered mail, return receipt requested, to J.P. Morgan Securities Inc., 2 S. Biscayne Blvd., Suite 2370,Floor 22, Miami, Florida 33131, Attention: Percy R. Aguila, Jr., Vice PresidentExecutive Director. AlI notices or communications hereunder by any party shall be given and served upon each other party. 12. The Issuer acknowledges that in connection with the offering of the Series 2007 Bonds: (a) the Representative has acted at arms length, is not an agent of, and owes no fiduciary duties to, the Issuer or any other person, (b) the Representative owes the Issuer only those duties and obligations set forth in this Purchase Contract and (c) the Representative may have interests that differ from those of the Issuer. The Issuer waives to the full extent permitted by applicable law any claims it may have against the Representative arising from an alleged breach of fiduciary duty in connection with the offering of the Series 2007 Bonds. 13. This Purchase Contract shall constitute the entire agreement between the City and the Underwriters and is made solely for the benefit of the City and the Underwriters. No other person shall acquire or have any rights hereunder or by virtue hereof. All representations, warranties, covenants and agreements of the City in this Purchase Contract shall remain operative and in full force and effect, regardless of (a) any investigation made by or on behalf of the Underwriters, and (b) the delivery of any payment for the Series 2007 Bonds hereunder. 14. This Purchase Contract may be amended only by an agreement in writing between the City and the Underwriters. 15. The validity, interpretation and performance of this Purchase Contract shall be governed by the laws of the State. 13 16. This Purchase Contract may be executed in any number of counterparts, each of whit h so executed and delivered shall constitute an original and all together shall constitute but one and the same instrument. ! [Signatures on following pages] 14 PresidentExecutive Director ti Very truly yours, J.P. MORGAN SECURITIES INC., on behalf of itself and as Representative of the Underwriters Ey: Percy R. Aguila, Jr., ¥iee 15 • Accepted this day of , 2007 by and on behalf of the City of Miami, Florida, pursuant to the provisions of the Resolution. CITY OF MIA_MI, FLORIDA ATTEST: By: By: City Clerk City Manager Approved as to Form and Correctness By: City Attorney 16 $ Maturity Date • S $80,000,000 CITY OF MIAMI, FLORIDA SPECIAL OBLIGATION BONDS, SERIES 2007 (Street and Sidewalk Improvement Program) TERMS OF SERIES 2007 BONDS Principal Amount Interest Rate EXHIBIT A Initial CUSIP Number % Term Bond Due January 1, 20 Yield % Initial Cusip Number % Term Bond Due January 1, 20 Yield % Initial Cusip Number Optional Redemption The Series 2007 Bonds maturing on and after January 1, 20, are subject to redemption at the option of the City on or after January 1, 20_, in whole or in part at any time, in such manner as shall be determined by the Bond Registrar,i at a redemption price equal to the principal amount thereof, plus accrued interest to the date fixed for redemption without premium. Mandatory Redemption [The Series 2007 Bonds maturing on January 1, 20, are subject to mandatory sinking fund redemption prior to maturity, in part by lot, on January 1, 20 in the following years and in the following amounts, from and to the extent of Amortization Requirements and whether sufficient moneys are then on deposit in the Principal and Interest Account for the Series 2007 Bonds, at a redemption price of par, plus accrued interest to the respective dates of redemption without premium: Year Amortization Requirement 20 20� 20� 20�* ORL 1SPFCP4144232*4992325,.2 69999f9999 A-1 A • *Maturity] O RL 14P F CP1942325 -1 94232 5.2 Q999919999 .. _.- DISCLOSURE STATEMENT S 80,000,000 CITY OF MI'AMI, FLORIDA SPECIAL OBLIGATION BONDS, SERIES 2007 (Street and Sidewalk Improvement Program) The City Commissioners of the City of Miami, Florida Miami, Florida 33133 Ladies and Gentlemen: 2007 EXHIBIT B In connection with the proposed issuance by the City of Miami, Florida (the "City") of the principal amount of the bonds referred to above (the "Series 2007 Bonds"), J.P. Morgan Securities Inc. (the "Representative"), on behalf of itself and UBS Securities LLC, LaSalle Financial Services, Inc., Raymond James & Associates, Inc. and SunTrust Capital' Markets, Inc. (collectively with the Representative, the "Underwriters") has agreed to underwrite a public offering of the Series 2007 Bonds. Arrangements for underwriting the, Series 2007 Bonds will include a Purchase Contract between the City and the Underwriters, which will embody the negotiations in respect thereof. The purpose of this letter is to furnish, pursuant to the provisions of Section 218.385(6), Florida Statutes, certain information in respect of the arrangement contemplated for the underwriting of the Series 2007 Bonds, as follows; (a) The nature and estimated amount of expenses to be incurred by the Underwriters in connection with the purchase and reoffering !of the Series 2007 Bonds are set forth on Schedule B-1 attached hereto. (b) No person has entered into an understanding with the Underwriters for any paid or promised compensation or valuable consideration, directly or indirectly, expressly or implied, to act solely as an intermediary between the City and the Underwriters or to exercise or attempt to exercise any influence to effect any transaction in the purchase of the Series 2007 Bonds. B-1 O RL 1 SP E G P [€42320: i 942 325:2 69999/9999 (c) The amount of underwriting spread expected to be realized is as follows: Takedown Management Fee Underwriters' Expenses Total Underwriting Spread Per $1,000 Bond Dollar Amount (d) No other fee, bonus or other compensation has or will be paid by the Underwriters in'. connection with the issuance of the Series 2007 Bonds to any person not regularly employed or,.. retained by the Underwriters (including any "finder," as defined in Section 218.386(1)(a), Florida Statutes), except as specifically enumerated as expenses to be incurred and paid by the Underwriters, as set forth in Schedule B-1. (e) The names and addresses of the Underwriters are: J.P. Morgan Securities Inc. 2 S. Biscayne Blvd. Suite 2370F1oor 22 Miami, Florida 33131 UBS Securities LLC 100 S.E. 2nd Street, Suite 2400 Miami, Florida 33131 f LaSalle Financial Services, Inc. 540 West Madison Street, Suite 2800 Chicago, Illinois 60661 Raymond James & Associates, Inc. 880 Carillon Parkway Tower 3, 3rd Floor St. Petersburg, Florida 33716 SunTrust Capital Markets, Inc. 200 South Orange Avenue Tower 10: Mail Code: 0-1102 Orlando,' Florida 32801 B-2 OR115PPCRP42325 -f 992325,2 0999979999 IN WITNESS WHEREOF, the unde)tsigned has executed this Disclosure Statement this day of , 2007. J.P. MORGAN SECURITIES INC., on behalf of itself and as Representative of the Underwriters By: PresidentExecutive Director B-3 O R L t \PFC P194232 5:1.84232 5. 2 0' Jr9999 Percy R. Aguita, Jr., Wee SCHEDULE B-1 UNDERWRITERS' EXPENSES Underwriters' Counsel BMA Fee Dalnet Dal net Wire Charges CUS1P Day Loan Miscellaneous Good Faith Check Carry Total: B-4 ORLI\PFCP 423251242325.2 999990959 S/1000 EXHIBIT C FORM OF SUPPLEMENTAL BOND COUNSEL OPINION [Attached] ORL11PFG P19h2325:1942325.2 09999/9999 ... _. FORM OF CITY ATTORNEY'S OPINION [Attached] 0RL1lPFCP194232& 4942325.2 D999919999 EXHIBIT D EXHIBIT E PRELIMINARY OFFICIAL STATEMENT Exhibit E the final official statement will be provided and executed upon issuance of the Series 2007 Bonds and will be on file with the City Clerk's Office E-1 BMO Draft u6 `J/27/07 PRELIMINARY OFFICIAL STATEMENT:. DATED , 2007 NEW ISSUE — BOOK ENTRY ONLY Ratings; Standard and Poor's: " " Insured " Underlying Moody's; " " Insured "" Underlying Fitch: " " Insured " " Underlying (See "Ratings" herein) In the opinion of Squire, Sanders& Dempsey L.L.P., Bond Counsel, under existing law (i) assuming continuing compliance with certain covenants and the accuracy of certain representations, interest on the Series 2007 Bonds is excluded from gross income for federal income tax purposes and is not an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals and corporations, and (ii) the Series 2007 Bonds and the income thereon are exempt froin taxation under the laws of the State of Florida, except estate taxes imposed by Chapter 198, Florida Statutes, as amended, and net income and franchise taxes unposed by Chapter 220, Florida Statutes, as amended. interest on the Series 2007 Bonds may be subject to certain federal taxes imposed only on certain corporations, including the corporate alternative minimum tax on a portion of that interest. For a more complete discussion of the tax aspects, see "TAX MATTERS" herein. $80,000,000* CITY OF MIAMI, FLORIDA SPECIAL OBLIGATION BONDS, SERIES 2007 (Street and Sidewalk Improvement Program) Dated: Date of Delivery Due: January 1, as shown on inside cover The $80,000,000* City of Miami, Florida Special Obligation Bonds, Series 2007 (Street and Sidewalk Improvement Program) (the "Series 2007 Bonds") are being issued by the City of Miami, Florida (the "City") pursuant to the Constitution and laws of the State of Florida, including Chapter 166, Part II, Florida Statutes, the Charter of the City, and other applicable provisions of law (the "Act") and pursuant to Resolution No. adopted on October , 2007 (the "Resolution"). The Series 2007 Bonds are being issued for the purpose of (i) financing the cost of acquisition, construction and improvements to certain roadways and streetscapes, (ii) [funding a deposit to the Reserve Fund in respect of the Series 2007 Bonds,[ [paying the premium at a debt service reserve surety policy) and (iii) paying the costs of issuance of the Series 2007 Bonds, including a premium in respect of any municipal bond insurance policy. This cover page contains certain information for quick reference only. It is not, and is not intended to be, a summary of the issue. Investors must read the entire Official Statement to obtain information needed for the making of art informed investment decision. The Series 2007 Bonds are being issued by the City as fully registered bonds, which initially will be registered in the name of Cede & Co., as nominee of The Depository Trust Company, New York, New York ("DTC"). Individual purchases will be made in book -entry form only through Participants (defined herein) in denominations of $5,000 and integral multiples thereof. Purchasers of the Series 2007 Bonds (the "Beneficial Owners") will not receive physical delivery of certificates. Transfers of ownership interests in the Series 2007 Bonds will be effected by the DTC book -entry system as described herein. As long as Cede & Co. is the registered owner as nominee of DTC, principal and interest payments will be made directly to such registered *Preliminary, subject to change. owner which will in turn remit such payments to the Participants (as defined herein) for subsequent disbursement to the Beneficial Owners. Interest on the Series 2007 Bonds is payable semi-annually on each January 1 and July 1, commencing January 1, 2008. Principal of, premium, if any, and interest on the Series 2007 Bonds will be payable by Commerce Bank, National Association, Jacksonville, Florida, as Paying Agent and Bond Registrar. Certain maturities of the Series 2007 Bonds are subject to optional redemption prior to their respective maturities and mandatory redemption, as described herein under "DESCRIPTION OF THE SERIES 2007 BONDS —Optional Redemption and —Mandatory Redemption." [Insert Logo] See the inside cover page for maturities, principal amounts, interest rates, yields, prices and CUSIP numbers. The Series 2007 Bonds are offered when, as, and if issued and received by the Underwriters, subject to the opinion on certain legal matters relating to their issuance by Squire, Sanders & Dempsey L.L.P., Miami, Florida, Bond Counsel. Certain legal matters will be passed upon for the City by Jorge L. Fernandez, Esq., City Attorney, and by Bryant Miller Olive P.A., Miami, Florida, Disclosure Counsel to the City. Certain legal matters will be passed upon for the Underwriters by Broad and Cassel, Orlando, Florida, First Southwest Company, Aventura, Florida is serving as Financial Advisor to the City. it is expected that the Series 2007 Bonds in definitive form wiII be available for delivery to the Underwriters in New York, New York at the facilities of DTC on or about , 2007. JPMorgan UBS INVESTMENT BANK LaSalle Financial Services, Inc. Raymond James & Associates, Inc. SunTrust Capital Markets, Inc. Dated: , 2007 SERIES 2007 BONDS MATURITIES, PRINCIPAL AMOUNTS, INTEREST RATES, YIELDS, PRICES AND INITIAL CUSIP NUMBERS Maturity Principal (lanuary 1 i Amount $ SERIAL BONDS Interest Rate Initial CUSIP Yield Price Number $ % Term Bond Due January 1, 20_ Yield % Initial Cusip Number S % Term Bond Due January 1, 20 Yield % Initial Cusip Number No dealer, broker, salesman or other person has been authorized by the City or the Underwriters to give any information or to make any representations in connection with the Series 2007 Bonds, other than as contained in this Official Statement, and, if given or made, such information or representations must not be relied upon as having been authorized by the City. This Official Statement does not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the Series 2007 Bonds by any person in any jurisdiction in which it is unlawful for such person to make such offer, solicitation or sale. The information set forth herein has been obtained from the City, the Insurer, DTC and other sources that are believed to be reliable. The Underwriters listed on the cover page hereof have reviewed the information in this Official Statement in accordance with and as part of their responsibilities to investors under the federal securities laws as applied to the facts and circumstances of this transaction, but the Underwriters do not guarantee the accuracy or completeness of such information. The information and expressions of opinion stated herein are subject to change, and neither the delivery of this Official Statement nor any sale made hereunder shall create, under any circumstances, any implication that there has been no change in the matters described herein since the date hereof. IN CONNECTION WITH THIS OFFERING OF THE SERIES 2007 BONDS, THE UNDERWRITERS MAY OVERALLOT OR EFFECT TRANSACTIONS THAT STABI LIZE OR MAINTAIN THE MARKET PRICE OF SUCH SERIES 2007 BONDS AT LEVELS ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME. All summaries herein of documents and agreements are qualified in their entirety by reference to such documents and agreements, and all summaries herein of the Series 2007 Bonds are qualified in their entirety by reference to the form thereof included in the aforesaid documents and agreements. Other than with respect to information concerning (the "Insurer") contained under the caption "MUNICIPAL BOND INSURANCE" and "APPENDIX E - SPECIMEN MUNICIPAL BOND INSURANCE POLICY" attached hereto, none of the information supplied in this Official Statement has been supplied or verified by the Insurer and the Insurer makes no representation or warranty, express or implied, as to (i) the accuracy or completeness of such information, (ii) the validity of the Series 2007 Bonds, or (iii) the tax exempt status of the interest on the Series 2007 Bonds. The Underwriters have provided the following sentence for inclusion in this Official Statement. The Underwriters have reviewed the information in this Official Statement in accordance with, and as part of, their responsibility to investors under the federal securities law as applied to the facts and circumstances of this transaction, but the Underwriters do not guarantee the accuracy or completeness of such information. NO REGISTRATION STATEMENT RELATING TO THE SERIES 2007 BONDS HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION (THE "COMMISSION") OR WITH ANY STATE SECURITIES COMMISSION. IN MAKING ANY INVESTMENT DECISION, INVESTORS MUST RELY ON THEIR OWN EXAMINATIONS OF THE CITY AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THE SERIES 2007 BONDS HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE COMMISSION OR ANY STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. THE FOREGOING AUTHORITIES HAVE NOT PASSED UPON THE ACCURACY OR ADEQUACY OF THISOFFICIAL STATEMENT. ANY REPRESENTATION TO THE CONTRARY MAY BE A CRIMINAL OFFENSE. THIS OFFICIAL STA I EMENT SHALL NOT CONSTITUTE A CONTRACT BETWEEN THE CITY OR THE UNDERWRITERS AND ANY ONE OR MORE HOLDERS OF THE SERIES 2007 BONDS. THE CITY OF MIAMI, FLORIDA 3500 Pan American Drive Miami, Florida 33233 MAYOR Manuel A. Diaz CITY COMMISSIONERS Angel Gonzalez, Chairman Joe M. Sanchez, Vice Chairman Tomas P. Regalado Michelle Spence -Jones Marc D. Sarnoff CITY MANAGER Pedro G. Hernandez CITY CLERK Priscilla A, Thompson CITY ATTORNEY Jorge L. Fernandez, Esq. CHIEF FINANCIAL OFFICER Larry Spring FINANCE DIRECTOR Diana M. Gomez BOND COUNSEL Squire, Sanders & Dempsey L.L.P. Miami, Florida DISCLOSURE COUNSEL Bryant Miller Olive P.A. Miami, Florida FINANCIAL ADVISOR First Southwest Company Aventura, Florida TABLE OF CONTENTS Contents Page INTRODUCTION 1 PURPOSE OF THE ISSUE 2 THE SERIES 2007 PROJECT 2 ESTIMATED SOURCES AND USES OF FUNDS 7 DEBT SERVICE SCHEDULE 8 DESCRIPTION OF THE SERIES 2007 BONDS 9 General .9 Book -Entry Only System 9 Optional Redemption 11 Mandatory Redemption 12 Notice and Effect of Redemption .12 Registration, Transfer and Exchange ..... 13 Replacement of Bonds Mutilated, Destroyed, Stolen or Lost 14 MUNICIPAL BOND INSURANCE 14 SECURITY FOR THE SERIES 2007 BONDS 15 General 15 Limited Obligations 15 Establishment of Funds and Accounts 15 Application of Pledged Funds .... 15 Reserve Account 18 Issuance of Additional Bonds 19 Refunding Bonds 20 Covenant as to Designated Revenues . 21 LOCAL OPTION GAS TAXES 21 General 21 Collection and Distribution... 22 First Levy 22 Second Levy 24 Eligibility 26 Historical and Projected Gasoline Sales in the County 27 TRANSPORTATION SURTAX 28 General 28 Levy of Transit System Surtax 28 Collection and Funds 28 PARKING SURCHARGE 29 General . 29 Levy of Parking Surcharge 29 Collection 30 Historical Designated Revenues 31 LEGISLATIVE PROPOSALS 32 THE CITY OF MIAMI 33 Background 33 City Government 33 Adoption of Investment Policy and Debt Management Policy 34 Capital Improvement Plan 35 Fiscal and Accounting Procedures 35 Indebtedness of the City 36 LEGAL MATTERS 37 LITIGATION 37 DISCLOSURE REQUIRED BY FLORIDA BLUE SKY REGULATIONS 38 TAX MATTERS 38 General 38 [Original Issue Discount and Original Issue Premium 40 RATINGS 40 FINANCIAL ADVISOR 41 AUDITED FINANCIAL STATEMENTS 41 UNDERWRITING 41 CONTINGENT FEES 41 ENFORCEABILITY OF REMEDIES 42 CONTINUING DISCLOSURE 42 ACCURACY AND COMPLETENESS OF OFFICIAL STATEMENT 42 FORWARD -LOOKING STATEMENTS 43 MISCELLANEOUS 43 AUTHORIZATION OF OFFICIAL STATEMENT 43 APPENDICES APPENDIX A: APPENDIX B: APPENDIX C: APPENDIX D: APPENDIX E: APPENDIX F: GENERAL INFORMATION REGARDING THE CITY OF MIAMI THE BOND RESOLUTION GENERAL PURPOSE AUDITED FINANCIAL STATEMENTS OF THE CITY OF MIAMI FOR FISCAL YEAR ENDED SEPTEMBER 30, 2006 FORM OF BOND COUNSEL OPINION SPECIMEN MUNICIPAL BOND INSURANCE POLICY FORM OF DISCLOSURE DISSEMINATION AGENT AGREEMENT ii OFFICIAL STATEMENT relating to $80,000,000* CITY OF MIAMI, FLORIDA SPECIAL OBLIGATION BONDS, SERIES 2007 (Street and Sidewalk improvement Program) INTRODUCTION The purpose of this Official Statement, including the cover page and appendices, is to set forth information concerning the City of Miami, Florida (the "City") and the City of Miami, Florida Special Obligation Bonds, Series 2007 (Street and Sidewalk Improvement Program) (the "Series 2007 Bonds"), in connection with the sale of the Series 2007 Bonds. The City is situated at the mouth of the Miami River on the western shores of Biscayne Bay. It is the county seat of Miami -Dade County, Florida. The City comprises 34.3 square miles of land and 19.5 square miles of water. The City's diversified economic base is comprised of light manufacturing, trade, commerce, wholesale, and retail trade and tourism. For more information about the City, see "APPENDIX A — GENERAL INFORMATION REGARDING THE CITY OF MIAMI." The Series 2007 Bonds are being issued pursuant to the Constitution and laws of the State of Florida, including Chapter 166, Part II, Florida Statutes, the Charter of the City, and other applicable provisions of law (the "Act") and pursuant to Resolution No. adopted on October , 2007 (the "Resolution"). The Series 2007 Bonds are being issued to (i) finance the cost of acquisition, construction and improvements to certain roadways and streetscapes (the "Series 2007 Project"), (ii) [fund a deposit to the Reserve Fund in respect of the Series 2007 Bonds,] [pay the premium on a debt service reserve surety policy] and (iii) pay the costs of issuance of the Series 2007 Bonds, including a premium in respect of any municipal bond insurance policy. See "PURPOSE OF THE ISSUE" and "THE SERIES 2007 PROJECT" herein. Payment of the principal of, premium, if any, and interest, on the Series 2007 Bonds shall be secured by a lien upon and a pledge of (i) the proceeds of the Local Option Gas Taxes, (ii) eighty percent (80%) of the City's portion of the Transportation Surtax, (iii) twenty percent (20%) of the City's Parking Surcharge, all as defined herein (collectively, the "Designated Revenues"). The Series 2007 Bonds do not constitute a general indebtedness of the City within the meaning of any constitutional or statutory provision or limitation and the City is not obligated to levy any ad valorem taxes or to make an appropriation for their payment except from the Designated Revenues to the extent provided in the Resolution, as described herein. Neither the full faith and credit nor the taxing power of the State of Florida or any political subdivision or agency thereof is pledged to the payment of the principal of, redemption premium, if any, and interest of the Series 2007 Bonds. See "SECURITY AND SOURCES OF PAYMENT FOR THE SERIES 2007 BONDS" herein. "Preliminary, subject to change. 1 Payment of the principal and interest on the Series 2007 Bonds will be guaranteed by a municipal bond insurance policy to be issued simultaneously with the delivery of the Series 2007 Bonds by (the "Insurer"). The summaries of and references to all documents, statutes, reports and other instruments referred to herein do not purport to be complete, comprehensive or definitive, and each such summary and reference is qualified in its entirety by reference to each such document, statute, report or instrument. All capitalized terms used in this Official Statement and not otherwise defined herein have the meanings set forth in the Resolution, unless the context would clearly indicate otherwise, A copy of the Resolution is attached hereto as "APPENDIX C —THE BOND RESOLUTION." All documents of the City referred to herein may be obtained from the City's, Finance Director, 444 S.W. tad Avenue, 6th Floor, Miami, Florida 33130, Telephone (305) 416-1324. PURPOSE OF THE ISSUE The Series 2007 Bonds are being issued by the City, pursuant to the Constitution and laws of the State of Florida, including Chapter 166, Part II, Florida Statutes, the Charter of the City, and other applicable provisions of law and pursuant to Resolution No. adopted by the City on October , 2007 (the "Resolution"). The Series 2007 Bonds are being issued for the purpose of (i) financing the cost of the Series 2007 Project, (ii) [funding a deposit to the Reserve Fund in respect of the Series 2007 Bonds,] [paying the premium at a debt service reserve surety policy) and (iii) pay the costs of issuance of the Series 2007 Bonds, including a premium in respect of any municipal bond insurance policy. THE SERIES 2007 PROJECT The Series 2007 Project consists of acquisition, construction and improvements to certain roadways and streetscapes, including but not limited to; District 1 • In the area generally bounded by N.W. 27th Ave, N.W. 23rd St., N.W. 20th Ave., and N.W. North River Dr., including the area bounded by N.W. 30th PI., N.W. 14th St., N.W. 22nd Ave., and N.W. 7th St. and any additional streets as required — project components include: the design and construction of roadway resurfacing, swale restoration, curbs, gutters, drainage improvements, sidewalk replacement, Lighting improvements, landscaping, signage, and striping. • In the area generally bounded by N.W. 23rd Ave, N.W. 31st St., N.W. 24th Ave, and N.W. 35th St.; N.W. 34th Ave. from 14th to 17th St. N.W. 18th Terr. from 31st to 32nd St., N.W. 43rd Ave., N.W. 43rd Ct., N.W. 43rd Pl. from N.W. 5th to NW 7th St. and any additional streets as required —project components include: the design and construction of right-of-way enhancements including resurfacing of asphalt pavement, swale restoration, sidewalk repairs, landscaping, striping, and drainage as needed. 2 • In the area generally bounded by N.W. 27th Ave., N.W. 38th St., N.W. 22nd Ave., and N.W. 28th St., including an area bounded by N.W. 18th Ave., N.W. 20th St., N.W. 14th Ave., and N.W. North River Dr. and any additional streets as required —project components include: the design and construction of roadway resurfacing, swale restoration, curbs, gutters, drainage improvements, sidewalk replacement, lighting improvements, landscaping, signage, and striping. • In the area generally bounded by N.W. 20th St., N.W. 7th Ave., SR 836, and N.W.17th Ave. — project components include: the design and construction of roadway resurfacing, sidewalk replacement, ADA ramps, curbs, gutters, drainage improvements, and landscaping. • In the area generally bounded by N.W. 22nd Ave., N.W. 38th St., N.W.17th Ave., and N.W. 28th St., including an area bounded by N.W. 22nd Ave, N.W. 20th St., N.W.17th Ave. and N.W. North River Dr. Additional streets as required — project components include: the design and construction of roadway resurfacing, swale restoration, curbs, gutters, drainage improvements, sidewalk replacement, lighting improvements, landscaping, signage, and striping. District 2 • In the area generally bounded by N.W. 1st Ave., N.E. 20th St., Biscayne Bay, Miami River — project components include: the design and construction of roadway resurfacing, swale restoration, curbs, gutters, drainage improvements, sidewalk replacement, lighting improvements, landscaping, signage, and striping. • In the area east of Biscayne Blvd. on N.E. 83rd Rd., 85th St., and 86th St. — project components include: the design and construction of roadway to include milling and resurfacing, swale restorations, new sidewalks, landscaping and roadway stripping. • In an area generally bounded by N.E. 6th Ct., N.E. 8th Ave., N.E. 76th St., N.E. 10th Ave., Litter River and N.E. 72nd Terr. — project components include: the construction of roadway improvements, including construction of storm drainage, storm water pump station, water quality structure, roadway milling and resurfacing, sidewalk replacement, construction of curbs, gutters, ADA ramps, and swale restoration. • In the area generally bounded by N.E. 69th St., N.E. 72nd St., Biscayne Blvd. and Biscayne Way — project components include: the construction of roadway improvements, including construction of storm drainage, storm water pump station, water quality structure, roadway milling and resurfacing, sidewalk replacement, construction of curbs, gutters, ADA ramps, and swale restoration. • In the area generally bounded by N.W. 2nd Ave., N.W. — N.E. 34th St., N.E. 39th St., and Biscayne Bay, including any additional streets as required - project components include: the design and construction of roadway resurfacing, swale restoration, curbs, gutters, drainage improvements, sidewalk replacement, lighting improvements, landscaping, signage, and striping. • In the area generally bounded by N.W. 2nd Ave., N.W. —N.E. 34th St., N.W. —N.E. 24th St., and Biscayne Bay, including any additional streets as required —project components include: the design and construction of roadway resurfacing, swale restoration, curbs, gutters, drainage improvements, sidewalk replacement, lighting improvements, landscaping, signage, and striping. 3 • In the area generally bounded by S,W. 39th Ave., S.W. 26th St., S.W. 27th Ave., and S. Dixie Hwy., including any additional streets as required - project components include: the design and construction of roadway resurfacing, swale restoration, curbs, gutters, drainage improvements, sidewalk replacement, lighting improvements, landscaping, signage, and striping. • In the area known as Marcos Island — project components include: drainage improvements. District 3 • In the area generally bounded by S.W, 22nd Ave., SR 836, the Miami River, W. Flagler St., S.W. 12th Ave., and N.W. 7th St., including any additional streets as required - project components include: the design and construction of roadway resurfacing, swale restoration, curbs, gutters, drainage improvements, sidewalk replacement, lighting improvements, landscaping, signage, and striping. • In the area generally bounded by N.W.—S.W.27th Ave., N.W. 7th St., S.W. 12th Ave., S.W. 8th St., including any additional streets as required — project components include: the design and construction of roadway resurfacing, swale restoration, curbs, gutters, drainage improvements, sidewalk replacement, lighting improvements, landscaping, signage, and striping. • In the area generally bounded by S.W. 27th Ave., S.W. 8th St, S.W. 22nd Ave., and S.W. 9th St., including any additional streets as required — project components include: the design and construction of roadway resurfacing, swale restoration, curbs, gutters, drainage improvements, sidewalk replacement, lighting improvements, landscaping, signage, and striping. • In the area generally bounded by S.W. 17th Ave., SW 18th St., S.W. 12th Ave., and S. Dixie Hwy., including any additional streets as required — project components include: the design and construction of roadway resurfacing, swale restoration, curbs, gutters, drainage improvements, sidewalk replacement, lighting improvements, landscaping, signage, and striping. • In the area generally bounded by S.W. 17th Ave., S.W. 8th St., S.W. 12th Ave., and S.W. 18th St., including any additional streets as required — project components include: the design and construction of roadway resurfacing, swale restoration, curbs, gutters, drainage improvements, sidewalk replacement, lighting improvements, landscaping, signage, and striping. • In the area generally bounded by S.W, 17th Ave., W. FlaglerSt., S.W, 1st Ct., S.W. 1st Ave., 1-95, and S.W. 8th St„ including any additional streets as required — project components include: the design and construction of roadway resurfacing, swale restoration, curbs, gutters, drainage improvements, sidewalk replacement, lighting improvements, landscaping, signage, and striping. • In the area known as Shenandoah / Roads including any additional adjacent areas as required — project components include: drainage remediation. District 4 • In the area generally bounded by S.W. 16th St., S.W. 27th Ave., S.W. 22nd St., and S.W. 32nd Ave. - project components include: the design and construction of a positive storm sewer system, road improvements such as damaged sidewalk replacement, damaged curb and/or gutter replacement, ADA compliant ramp construction, re -sod of swales, milling and resurfacing. 4 • In the area generally bounded by S.W. 37th Ave., S.W. 16th St., S.W. 24th Ave., and S.W. 22nd St., including any additional streets as required - project components include: the design and construction of roadway resurfacing, swale restoration, curbs, gutters, drainage improvements, sidewalk replacement, lighting improvements, landscaping, signage, and striping. • In the area generally bounded by S.W. 27th Ave., S.W. 22nd St., S.W. 17th Ave. and S. Dixie Hwy., including any additional streets as required - project components include: the design and construction of roadway resurfacing, swale restoration, curbs, gutters, drainage improvements, sidewalk replacement, lighting improvements, landscaping, signage, and striping. • In the area generally bounded by S.W. 47th Ave., S.W 57th Ave., W. Flagler St., and S.W. 8th St. - project components include: the construction of a storm sewer system, road improvements, such as damaged sidewalk replacement, damaged curb and / or gutter replacement, ADA compliant ramp construction, re -sod of swales, milling and resurfacing. • In the area known as Shenandoah various intersections - project components include: the construction of traffic circles, including related drainage improvements, curbs, gutters, milling and resurfacing, landscaping, and pavement markings. • In the area known as Flagami various intersections - project components include: the construction of traffic circles, including related drainage improvements, curbs, gutters, milling and resurfacing, landscaping, and pavement markings. • In the area know as Shenandoah / Flagami — project components include: drainage renediation. District 5 • In the area generally bounded by N.W. 17th Ave, and N.W. 19th Ave., from N.W. 45th St. to N.W. 57th St., including N.W. 18th Ave. from N.W. 43rd St. to N.W. 57th St., but not including N.W. 46th St. and N.W. 54th St. - project components include: the construction of roadway improvement, including milling and resurfacing, sidewalk repairs, upgrading swale areas to provide parking, turf block, curbs, gutters, storm drainage improvements, pavement markings. • In the area generally bounded by N.W. 2nd Ave., N.W. 40th St., N, Miami Ave., and N.W. 46th St. - project components include: the construction of roadway improvements, including milling and resurfacing, sidewalk repairs, street widening, curbs, gutters, pavement marking, landscaping, and storm drainage as needed. • N.E. 38th St. from N. Miami Ave. to N.E. 2nd Ave. - project components include: the construction of roadway improvements, including reconfiguring existing roadway section, milling and resurfacing, landscaping, lighting, and associated drainage improvements. • In the area generally bounded by N.E. 2nd Ave., N.E. 72nd St., Florida East Coast Rail line, and N.E. 62nd St. - project components include: the design and construction of a variety of streetscape related improvements, such as entrance gateways, lighting, directional signs, landscaping, milling and resurfacing, and drainage modifications as needed. 5 • In the area generally bounded by N. Miami Ave., N.E. 48th St, N.E. 2nd Ave„ N,E, 44th St. - project components include: the construction of roadway improvements, such as milling and resurfacing, road reconstruction, curbs, sidewalks, medians, storm drainage, and pavement markings. • North River Dr. from N.W. 7th St. to N.W. 11th P1. - project components include: the construction of roadway improvements, such as roadway reconstruction, sidewalks, associated drainage, landscaping, and streetlighting. Multi -District • Citywide - project components include: Miscellaneous sidewalk replacements and construction of ADA improvements. • In the area generally bounded by W. Flagler St., S.W. 8th 5t., S.W. 67th Ave., and S.W. 62nd Ave. - project components include: the construction of a storm sewer system, road improvements, such as damaged sidewalk replacement, damaged curb and/or gutter replacement, ADA compliant ramp construction, re -sod of swales, milling & resurfacing. • In an area generally bounded by N.W. 7th St., W. Nagler St., N.W. 57th Ave., and N.W. 52nd Ave. - project components include: the construction of a storm sewer system, road improvements, such as damaged sidewalk replacement, damaged curb and/or gutter replacement, ADA compliant ramp construction, re -sod of swales, milling & resurfacing. • In the area known as Silver Bluff, which includes various intersections within District 2 and District 4 - project components include: the construction of traffic circles, including related drainage improvements, curbs, gutters, milling & resurfacing, landscaping, and pavement markings. • S.W. 32nd Ave. from U.S. 1 to S.W. 22nd St. (also known as Coral Way) - project components include: the construction of roadway improvements, including resurfacing, swale restoration, curbs, gutters, drainage improvements, sidewalk replacement, lighting improvements, landscaping, signage, and striping. • Or if such project components cannot be constructed as provided above, such other roadway and sidewalk improvements, as may be determined by the City, including but not limited to resurfacing, swale restoration, curbs, gutters, drainage improvements, sidewalk replacement, lighting improvements, landscaping, signage, and striping, in the areas described above or in any other areas as may be determined by the City. 6 ESTIMATED SOURCES AND USES OF FUNDS The table that follows summarizes the estimated sources and uses of funds to be derived from the sale of the Series 2007 Bonds: SOURCES: Principal Amount of Series 2007 Bonds [Plus Net Original Issue Premium] [Less Net Original Issue Discount] TOTAL. SOURCES USES: Deposit to Construction Fund $ Costs of Issuance" TOTAL. USES (1) includes municipal bond insurance premium and underwriting discount, financial advisory and legal fees and expenses, and miscellaneous costs of issuance. 7 DEBT SERVICE SCHEDULE The following table sets forth the aggregate debt service requirements for the Series 2007 Bonds. Fiscal Year Ending September 30th Principal Interest Total Debt Service 8 DESCRIPTION OF THE SERIES 2007 BONDS General The Series 2007 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 Depository Trust Company, New York, New York. The Series 2007 Bonds shall be numbered consecutively from one (1) upward preceded by the letter "R" prefixed to the number. The principal of and redemption premium, if any, on the Series 2007 Bonds shall be payable upon presentation and surrender at the principal office of Commerce Bank, National Association, Jacksonville, Florida (the "Paying Agent"). Interest on the Series 2007 Bonds is payable semi-annually on January 1 and July 1 of each year, commencing January 1, 2008. Interest shall be paid by check and mailed to the owners in whose names Series 2007 Bonds are registered on the close of business on the 15th day (whether or not a business day) of the month preceding each interest payment date (the "Record Date"); provided, however, that the Holder of Series 2007Bonds in an aggregate principal amount of at least $1,000,000 shall be entitled to have interest paid by wire transfer as provided in the Resolution. Interest on the Series 2007 Bonds shall be computed on the basis of a 360-day year of twelve 30-day months. Book -Entry Only System THE FOLLOWING INFORMATION CONCERNING DTC AND DTC'S BOOK -ENTRY ONLY SYSTEM HAS BEEN OBTAINED FROM SOURCES THAT THE CITY BELIEVES TO BE RELIABLE, BUT NEITHER THE CITY NOR THE UNDERWRITER TAKE ANY RESPONSIBILITY FOR THE ACCURACY OR COMPLETENESS THEREOF. The Depository Trust Company ("DTC"), New York, New York, will act as securities depository for the Series 2007 Bonds. The Series 2007 Bonds will be issued as fully -registered securities registered in the name of Cede & Co. (DTC's partnership nominee) or such other name as may be requested by an authorized representative of DTC. One fully -registered certificate will be issued for each of the Series 2007 Bonds, in the aggregate principal amount of such issue, and will be deposited with DTC. DTC, the world's largest securities depository, is a limited -purpose trust company organized under the New York Banking Law, a "banking organization" within the meaning of the New York Banking Law, a member of the Federal Reserve System, a "clearing corporation" within the meaning of the New York Uniform Commercial Code, and a "clearing agency" registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934. DTC holds and provides asset servicing for over 2.2 million issues of U.S. and non-U.S. equity, corporate and municipal debt issues, and money market instrument from over 100 countries that DTC's participants ("Direct Participants") deposit with DTC. DTC also facilitates the post -trade settlement among Direct Participants of sales and other securities transactions in deposited securities through electronic computerized book -entry transfers and pledges between Direct Participants' accounts. This eliminates the need for physical movement of securities certificates. Direct. Participants include both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. DTC is a wholly -owned subsidiary of The Depository Trust & Clearing Corporation ("DTCC"). DTCC, in turn, is owned by a number of Direct Participants of DTC and Members of the National Securities Clearing Corporation, Fixed Income Clearing Corporation, and Emerging Markets Clearing Corporation (NSCC, FICC, and EMCC, also subsidiaries of DTCC), as well as by the New York Stock 9 Exchange, Inc., the American Stock Exchange LLC, and the National Association of Securities Dealers, Inc. Access to the DTC system is also available to others such as both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, and clearing corporations that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly ("Indirect Participants"). The DTC Rules applicable to its Participants are on file with the Securities and Exchange Commission, More information about DTC can be found at www.dtcc.com and www.dtc.org. Purchases of Series 2007 Bonds under the DTC system must be made by or through Direct Participants, which will receive a credit for the Series 2007 Bonds on DTC's records, The ownership interest of each actual purchaser of each Series 2007 Bond ("Beneficial Owner") is in turn to be recorded on the Direct and Indirect Participants' records. Beneficial Owners will not receive written confirmation from DTC of theft purchase. Beneficial Owners are, however, expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the Direct or Indirect Participant through which the Beneficial Owner entered into the transaction. Transfers of ownership interests in the Series 2007 Bonds are to be accomplished by entries made on the books of Direct and Indirect Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interests in Series 2007 Bonds, except in the event that use of the book -entry system for the Series 2007 Bonds is discontinued. To facilitate subsequent transfers, all Series 2007 Bonds deposited by Direct Participants with DTC are registered in the name of DTC's partnership nominee, Cede & Co. or such other name as may be requested by an authorized representative of DTC. The deposit of Series 2007 Bonds with DTC and their registration in the name of Cede & Co. or such other nominee do not effect any change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the Series 2007 Bonds; DTC's records reflect only the identity of the Direct Participants to whose accounts such Series 2007 Bonds are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers. Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as maybe in effect from time to time. Redemption notices shall be sent to DTC. If less than all of the Series 2007 Bonds are being redeemed, DTC's practice is to determine by lot the amount of the interest of each Direct Participant in such issue to be redeemed. Neither DTC nor Cede & Co. (nor such other DTC nominee) will consent or vote with respect to the Series 2007 Bonds unless authorized by a Direct Participant in accordance with DTC's Procedures. Under its usual procedures, DTC mails an Omnibus Proxy to the City as soon as possible after the record date. The Omnibus Proxy assigns Cede & Co.'s consenting or voting rights to those Direct Participants to whose accounts the Series 2007 Bonds are credited on the record date (identified in a listing attached to the Omnibus Proxy). Redemption proceeds, distributions, and dividend payments on the Series 2007 Bonds will be made to Cede & Co., or such other nominee as may be requested by an authorized representative of DTC. DTC's practice is to credit Direct Participants' accounts, upon DTC's receipt of finds and corresponding detail information from the City on payable date in accordance with their respective holdings shown on DTC's 10 records. Payments by Participants to Beneficial Owners will be governed by standing instructions and customary practices, as is the case with Series 2007 Bonds held for the accounts of customers in bearer form or registered in "street name," and will be the responsibility of such Participant and not of DTC (nor its nominee), the Paying Agent or the City, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of redemption proceeds, distributions, and dividend payments to Cede & Co. (or such other nominee as may be requested by an authorized representative of DTC) is the responsibility of the City or the Paying Agent, disbursement of such payments to Direct Participants will be the responsibility of DTC, and disbursement of such payments to the Beneficial Owners will be the responsibility of Direct and Indirect Participants. DTC may discontinue providing its services as securities depository with respect to the Series 2007 Bonds at any time by giving reasonable notice to the City. Under such circumstances, in the event that a successor securities depository is not obtained, Series 2007 Bond certificates are required to be printed and delivered. The City may decide to discontinue use of the system of book -entry -only transfers through DTC (or a successor securities depository). In that event, Series 2007 Bond certificates will be printed and delivered to DTC. THE CITY AND THE PAYING AGENT WILL HAVE NO RESPONSIBILITY OR OBLIGATION TO THE BENEFICIAL OWNERS, DTC PARTICIPANTS OR THE PERSONS FOR WHOM DTC PARTICIPANTS ACT AS NOMINEES WITH RESPECT TO THE SERIES 2007 BONDS, FOR THE ACCURACY OF RECORDS OF DTC, CEDE & CO. OR ANY DTC PARTICIPANT WITH RESPECT TO THE SERIES 2007 BONDS OR THE PROVIDING OF NOTICE OR PAYMENT OF PRINCIPAL, OR INTEREST, OR ANY PREMIUM ON THE SERIES 2007 FONDS, TO DTC PARTICIPANTS OR BENEFICIAL OWNERS, OR THE SELECTION OF SERIES 2007 BONDS FOR REDEMPTION. Optional Redemption fThe Series 2007 Bonds maturing on and after January I, 20_, are subject to redemption at the option of the City on or after January 1, 20_, in whole or in part at any time, in such manner as shall be determined by the Bond Registrar, at a redemption price equal to the principal amount thereof, plus accrued interest to the date fixed for redemption without premium.] 11 Mandatory Redemption The Series 2007 Bonds maturing on January 1, 20 are subject to mandatory sinking fund redemption prior to maturity, in part by lot, on January 1, 20_ in the following years and in the following amounts, from and to the extent of Amortization Requirements and whether sufficient moneys are then on deposit in the Principal and Interest Account for such Series 2007 Bonds, at a redemption price of par, plus accrued interest to the respective dates of redemption: Yea r 20 20 * Ivlaturity Notice and Effect of Redemption Amortization Requirement $ At least thirty (30) days, but not more than sixty (60) days, before the redemption date of any Series 2007 Bonds, whether such redemption be in whole or in part, the City shall cause a notice of any such redemption signed by the City to be mailed, first class postage prepaid, to all Holders owning Series 2007 Bonds to be redeemed in whole or in part and to any Fiduciaries, but any defect in such notice or the failure so to mail any such notice to any Holder owning any Series 2007 Bonds shall not affect the validity of the proceedings for the redemption of any other Series 2007 Bonds. Each such notice shall set forth the name of the Series 2007 Bonds or portions thereof to be redeemed, the date fixed for redemption, the redemption price to be paid, and if less than all the Series 2007 Bonds shall be called for redemption, the maturities of the Series 2007 Bonds to be redeemed, the CUSIP numbers, the name and address (including contact person and phone number) of the Fiduciary to which Series 2007 Bonds called for redemption are to be delivered and, if less than all of the Series 2007 Bonds of any one maturity then Outstanding shall be called for redemption, the distinctive numbers and letters, if any, of such Series 2007 Bonds to be redeemed and, in the case of Series 2007 Bonds to be redeemed in part only, the portion of the principal amount thereof to be redeemed. If any Series 2007 Bond is to be redeemed in part only, the notice of redemption shall also state that on or after the redemption date, upon surrender of such Series 2007 Bond, a new Series 2007 Bond in principal amount equal to the unredeemed portion of such Series 2007 Bond and of the same maturity and bearing the same interest rate will be issued. Any notice as provided herein shall be conclusively presumed to have been duly given, whether or not the owner of the Series 2007 Bond receives such notice. In addition to the foregoing notice, the City shall cause further notice to be given as set forth below, but no defect in said further notice nor any failure to give all or any portion of such further notice shall in any manner defeat the effectiveness of a call for redemption if notice thereof is given as above prescribed: (i) Each further notice of redemption shall be sent at least 35 days before the redemption date by registered or certified mail or overnight delivery service to one or more registered securities depositaries then in the business of holding substantial amounts of obligations of types comparable to the Bonds and to one or more national information services that disseminate notices of redemption of obligations such as the Bonds (such as Financial Information, Inc: s Financial Daily Called Bond 12 Service, Kenny Information Service's Called Bond Service, Moody's Municipal and Government Called Bond Service and Standard & Poor's Called Bond Record). (ii) Upon the payment of the redemption price of Bonds being redeemed, each check or other transfer of funds issued for such purpose shall bear the CUSIP number identifying, by issue and maturity, the Bonds being redeemed with the proceeds of such check or other transfer. In the case of an optional redemption, any notice of redemption may state that (1) it is conditioned upon the deposit of moneys, in an amount equal to the amount necessary to effect the redemption, with the Bond Registrar, Paying Agent or a Fiduciary acting as escrow agent no later than the redemption date or (2) the City retains the right to rescind such notice on or prior to the scheduled redemption date (in either case, a "Condi tional Redemption"), and such notice and optional redemption shall be of no effect if such moneys are not so deposited or if the notice is rescinded as described in this subsection. On the date fixed for redemption, notice having been mailed in the manner and under the conditions hereinabove stated, provided that such notice of redemption has not been rescinded as permitted above, the Series 2007 Bonds or portions thereof called for redemption shall be due and payable at the redemption price provided therefor, plus accrued interest to such date. Registration, Transfer and Exchange So long as the Series 2007 Bonds are registered in the name of DTC or its nominee, the following paragraphs relating to transfer and exchange of Series 2007 Bonds do not apply to the Series 2007 Bonds. The Bond Registrar shall keep books for the registration, exchange and registration of transfer of Series 2007 Bonds as provided in the Resolution, The Bond Registrar shall evidence acceptance of the duties, obligations and responsibilities of Bond Registrar by execution of the certificate of authentication on the Series 2007 Bonds. The transfer of any Series 2007 Bond may be registered only upon the books kept for the registration of transfer of Series 2007 Bonds upon surrender of such Series 2007 Bond to the Bond Registrar, together with an assignment duly executed by the Holder or such Holder's attorney or legal representative in such form as shall be satisfactory to the Bond Registrar. Upon any such exchange or registration of transfer, the City shall execute and the Bond Registrar shall authenticate and deliver in exchange for such Series 2007 Bond a new registered Series 2007 Bond or Series 2007 Bonds, registered in the name of the transferee, of any denomination or denominations authorized by the Resolution, in the aggregate principal amount equal to the principal amount of such Series 2007 Bond surrendered, of the same maturity and bearing interest at the same rate. All Series 2007 Bonds surrendered in any such exchange or registration of transfer shall forthwith be cancelled by the Bond Registrar, No service charge shall be made for any registration of transfer or exchange of Series 2007 Bonds, but the City and the Bond Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Series 2007 Bonds. The Bond Registrar shall not be required (i) to register the transfer of or to exchange Series 2007 Bonds during a period beginning at the opening of business fifteen (15) days before the day of mailing of a notice of redemption of Series 2007 Bonds and ending at the close of business on the day 13 of such mailing or (ii) to register the transfer of or to exchange any Series 2007 Bond so selected for redemption in whole or in part. The City, any Paying Agent and the Bond Registrar, and any other agent of the City, may treat the person in whose name any Series 2007 Bond is registered on the books of the City kept by the Bond Registrar as the Holder of such Series 2007 Bond for the purpose of receiving payment of principal of and redemption premium, if any, and interest on such Series 2007 Bond, and for all other purposes whatsoever, whether such Series 2007 Bond be overdue, and, to the extent permitted by law, neither the City, any Paying Agent, the Bond Registrar nor any such agent shall be affected by any notice to the contrary. Replacement of Bonds Mutilated, Destroyed, Stolen or Lost In case any Series 2007 Bond secured hereby shall become mutilated or be destroyed, stolen or lost, the City shall cause to be executed, and the Bond Registrar shall authenticate and deliver, a new Series 2007 Bond of like date and tenor in exchange and substitution for such mutilated Series 2007 Bond or in lieu of and in substitution for such Series 2007 Bond destroyed, stolen or lost, and the Holder shall pay the reasonable expenses and charges of the City and the Bond Registrar in connection therewith and, in case of a Series 2007 Bond destroyed, stolen or lost, the Holder shall file with the Bond Registrar evidence satisfactory to it and to the City that such Series 2007 Bond was destroyed, stolen or lost, and of such Holder's ownership thereof, and shall furnish the City and the Bond Registrar indemnity satisfactory to them. MUNICIPAL BOND INSURANCE The following information has been furnished by (the "Insurer"), for use in this Official Statement and, neither the City nor the Underwriter guaranty its adequacy or accuracy. Reference is made to Appendix E for a specimen of the Policy. The Insurer does not accept any responsibility for the accuracy or completeness of this Official Statement or any information or disclosure contained herein, or omitted herefrom, other than with respect to the accuracy of the information regarding the Policy and the Insurer set forth herein. Additionally, the Insurer makes no representation regarding the Series 2007 Bonds or the advisability of investing in the Series 2007 Bonds. [To Gomel 14 SECURITY FOR THE SERIES 2007 BONDS General The principal of, redemption premium if any, and interest on the Series 2007 Bonds will be payable from and secured solely by a lien upon and a pledge of (i) the proceeds of the Local Option Gas Taxes, (ii) eighty percent (80%) of the City's portion of the Transportation Surtax, (iii) twenty percent (20%) of the City's Parking Surcharge, (iv) such additional revenues designated by a Series Resolution as Designated Revenues under the Resolution, and (v) all investment income realized by reason of the investment of moneys on deposit or credited to the Debt Service Fund created by the Resolution, whether such investment income is deposited or credited to the Designated Revenues Fund or remains in the Account in the Debt Service Fund where earned (collectively, the "Designated Revenues"). The individual, Designated Revenues are described herein under "LOCAL OPTION GAS TAXES", TRANSPORTATION SURTAX" and "PARKING SURCHARGE". Limited Obligations The Series 2007 Bonds shall not be deemed to constitute a pledge of the faith and credit of the State or of any political subdivision thereof, including the City. Neither the faith and credit of the State nor the faith and credit of the City are pledged to the payment of the principal of or redemption premium, if any, or interest on the Series 2007 Bonds, and the issuance of the Series 2007 Bonds shall not directly or indirectly or contingently obligate the State or the City to levy any taxes whatever therefor or to make any appropriation for their payment except from the Designated Revenues to the extent provided for under the Resolution. Establishment of Funds and Accounts The Resolution establishes several funds and accounts, including the "City of Miami Special Obligation Bonds Debt Service Fund" (the "Debt Service Fund") and two accounts therein designated the "Principal and Interest Account" (the "Principal and Interest Account") and the "Expense Account" (the "Expense Account"), and the "City of Miami Special Obligation Bonds Reserve Fund" (the "Reserve Fund"), all of which funds and accounts shall be held in trust by the Paying Agent. There is also created and designated the "City of Miami Special Obligation Bonds Rebate Fund" (the "Rebate Fund"), which fund shall be held in trust by the City. There may also be established in the Reserve Fund additional separate Series Subaccounts with respect to and securing separate Series of Bonds. The Resolution also establishes the "City of Miami Special Obligation Bonds Designated Revenues Fund" (the "Designated Revenues Fund"). The City has also established, pursuant to the Resolution, a Construction Fund, and will establish within the Construction Fund a separate account for the Series 2007 Project designated as the "Series 2007 Project Account" to be used for the purpose of paying the costs of the Series 2007 Project. Moneys in these funds and accounts, until applied in accordance with the provisions of the Resolution, shall be subject to a lien and charge in favor of the Holders of the Series 2007 Bonds and the Insurer. Application of Pledged Funds The Resolution requires the City to deposit all revenues generated from the Local Option Gas Taxes, Transportation Surtax and the Parking Surcharge, as the same are collected, to the credit of the City's general or special fund in which such revenues are received and thereafter promptly transfer the Designated Revenues to the Designated Revenues Fund. The City shall then transfer Designated Revenues from such 15 Designated Revenues Fund to the Rebate Fund, the Principal and Interest Account, the Reserve Fund and the accounts established within said Fund and the Expense Account and apply the same to the payment of required arbitrage rebate payments, the interest on and the principal of the Bonds, Hedge Obligations, if any, the required deposits, if any, to the Reserve Fund and the fees and expenses payable from the Expense Account, all in accordance with the provisions of the Resolution. On or before the Business Day preceding any date on which arbitrage rebate payments under the Code are required to be made, the Finance Director shall withdraw moneys from the Designated Revenues Fund and deposit to the credit of the Rebate Fund such amounts as directed by the City to make such arbitrage rebate payments under the Resolution. Upon receipt, the Finance Director shall deposit any Hedge Receipts to the credit of the Principal and Interest Account. On or before the twenty-fifth (25th) day of each month, commencing in the month in which the Series 2007 Bonds are issued, the Finance Director shall withdraw from the Designated Revenues Fund an amount equal to the amount then held for the credit of the Designated Revenues Fund or such lesser amount as shall be required to fund the deposit requirements set forth in clauses (a), (b), (c) and (d) below, and apply the moneys so withdrawn to make the following payments and deposits in the following order: (a) Deposit to the credit of the Principal and Interest Account an amount equal to one - sixth (1/6th) of the interest becoming due on the Bonds on the next semiannual Interest Payment Date; provided, however, that the amount so deposited on account of interest in each month after the delivery of the Bonds of any Series up to and including the month immediately preceding the first Interest Payment Date thereafter of the Bonds of such Series shall be that amount that when multiplied by the number of such deposits will be equal to the amount of interest payable on such Bonds on such first Interest Payment Date less the amount of any accrued interest paid on such Bonds and deposited to the credit of the Principal and Interest Account; (b) Deposit to the credit of the Principal and Interest Account an amount equal to the sum of (i) one -twelfth (1/12th) of the principal of Serial Bonds that will mature and become due on the next annual maturity date and (ii) one -twelfth (1/12th) of the Amortization Requirements that will become due and payable within the next Fiscal Year, such deposits to commence in such month or to be adjusted in such amounts as will ensure that on the dates such principal or Amortization Requirements are due and payable sufficient moneys will be on deposit in the Principal and Interest Account. Notwithstanding the foregoing provisions, moneys shall not be required to be deposited to the credit of the Principal and Interest Account (A) pursuant to clause (a) above if the amount then to the credit thereof is equal to the interest becoming due and payable on the Bonds on the next Interest Payment Date and (B) pursuant to clause (h) above if the amount then to the credit thereof is equal to the sum of (i) the principal of Serial Bonds maturing on the next maturity date and (ii) the Amortization Requirement for such Fiscal Year on account of the Term Bonds Outstanding. If the period between Interest Payment Dates is other than six (6) months or the period between principal payment dates is other than twelve (12) months, then such monthly deposits shall be increased or decreased, as appropriate, in sufficient amounts to provide the required interest amount coming due on the next Interest Payment Date or the principal 16 amount maturing or Amortization Requirement due on the next principal payment date or redemption date, as applicable. Provided, further that such amounts to be deposited shall be adjusted to provide for any Hedge Obligations then due to a Hedge Counterparty (excluding any Hedge Termination Payment). (c) Deposit to the credit of the Reserve Fund (or each Account within the Reserve Fund to the extent that a Reserve Account has been established within the Reserve Fund for a particular Series of Bonds), without priority of one Account over another, if any, beginning with respect to each Series of Bonds for which a Series Reserve Fund Requirement has been established on the twenty-fifth (25th) day of the month in which such Series of Bonds are delivered to the purchasers thereof, such sums as shall be at least sufficient to pay an amount equal to one -twelfth (1/12th) of the difference between the amount, if any, on deposit in the Reserve Fund or Account therein (including any Reserve Fund Insurance Policy or Reserve Fund Letter of Credit) on the date of issuance of the Series of Bonds and the increase in the amount required to be held therein due to such Series Reserve Fund Requirement, if any, for such Series of Bonds, and, provided, further, that no payments shall be required to be made into the Reserve Fund or any Account whenever and as long as the amount deposited therein (including any Reserve Fund Insurance Policy or Reserve Fund Letter of Credit) shall be equal to all of the Series Reserve Fund Requirements for all Series of Bonds to which such Reserve Fund or Account therein relates. Notwithstanding the foregoing provisions, in lieu of or in substitution for the required deposits, if any, hereunder (including existing deposits) into the Reserve Fund or any Account therein, the City may cause to be deposited into the Reserve Fund or any Account therein, for any Series of Bonds, a Reserve Fund Insurance Policy or a Reserve Fund Letter of Credit for the benefit of the holders of the Bonds of such Series in an amount equal to the difference between the applicable Series Reserve Fund Requirement and the sums to remain on deposit in the Reserve Fund or any Account therein, after the deposit of such Reserve Fund Insurance Policy or Reserve Fund Letter of Credit, if any, which Reserve Fund Insurance Policy or Reserve Fund Letter of Credit shall be payable or available to be drawn upon, as the case may be (upon the giving of notice as required thereunder), on any Interest Payment Date on which a deficiency exists with respect to the applicable Series of Bonds which cannot be cured by all moneys in any Fund or Account, including the applicable Account, if any,in the Reserve Fund under the Resolution, held pursuant to the Resolution and available for such purpose. If a disbursement is made under a Reserve Fund Insurance Policy or Reserve Fund Letter of Credit, the City shall be obligated to either reinstate the maximum limits of such Reserve Fund Insurance Policy or Reserve Fund Letter of Credit within twelve (12) months following such disbursement or to deposit into the Reserve Fund or applicable Account therein, as provided in the next paragraph, funds in the amount of the disbursements made under such Reserve Fund Insurance Policy or Reserve Fund Letter of Credit, or a combination of such alternatives. In the event that any moneys shall be withdrawn from the Reserve Fund or any Account therein for payments into the Principal and Interest Account, such withdrawals shall be subsequently restored in the manner described in the first paragraph of this clause (c) from the Designated Revenues available after all required payments have been made into the Principal and Interest Account, including any deficiencies for prior payments, unless restored by the reinstatement of the maximum limits of a Reserve Fund Insurance Policy or 17 Reserve Fund Letter of Credit (without priority of one Account over another Account, if any). In the event that a Reserve Fund Insurance Policy or Reserve Fund Letter of Credit shall be drawn upon, the principal portion of the related payment obligations to the issuer of such Reserve Fund Insurance Policy or Reserve Fund Let -ter of Credit shall be paid, after all required payments have been made to the Principal and Interest Account, including any deficiencies for prior payments, in accordance with the terms of any agreement between the City and such issuer, on a parity and on a pro-rata basis with all other obligations payable under this clause (c) to other issuers of any Reserve Fund Letter of Credit or Reserve Fund Insurance Policy and cash funding requirements to the different Accounts established for each Series of Bonds but prior to making any cash deposit to the Account to which such insurance policy or Letter of Credit relates, if any, provided that such Insurance Policy or Letter of Credit is reinstated in the amount of such payment concurrently with the receipt of such payment by the issuer thereof. (d) Any balance remaining after satisfying the requirements of clauses (a), (b) and (c) above shall be deposited to the credit of the Expense Account in an amount sufficient to pay (i) the fees, interest and other amounts owing any issuer of a Reserve Fund Insurance Policy or Reserve Fund Letter of Credit, (ii) any fees and expenses of Fiduciaries or Hedge Counterparties coming due in such month and any other administrative fees and expenses coming due in such month with respect to Bonds, (iii) any costs of issuance of a Series of Bonds that remain to be paid, and (iv) any Hedge Termination Payment that is due. (e) Any such balance remaining in the Designated Revenues Fund after making the withdrawals and satisfying the requirements mentioned in clauses (a), (b), (c) and (d) above shall be deposited to pay principal and interest on Subordinated Indebtedness in the manner provided in the resolution authorizing such Subordinated Indebtedness. If the moneys withdrawn for deposits to the above funds and accounts and for making the other required payments as above set forth shall not be sufficient to make such deposits and payments, the requirements in each month thereafter for each of the above deposits and payments for which the required monthly deposit or payment has not been made shall be cumulative and the amount of any deficiency in any such monthly deposit or payment shall be added to the amount otherwise required to be deposited in each month thereafter until such time as such deficiency shall have been made up. The balance, if any, remaining to the credit of the Designated Revenue Fund after making the withdrawals and satisfying the requirements mentioned in clauses (a), (b), (c), (d) and (e) above in any Fiscal Year shall be withdrawn and deposited to the general or special revenue fund in the same percentage in which such Designated Revenues were originally deposited to the Designated Revenues Fund. Reserve Account Pursuant to the Resolution, the City has created and established the Reserve Fund, and has established a Series Reserve Fund Requirement for the Series 2007 Bonds. The City is permitted to establish additional subaccounts securing separate Series of Bonds designated to be secured thereby. 'Upon issuance of the Series 2007 Bonds, the City will fund the Series Reserve Fund Requirement in an amount equal to S by purchasing and crediting to the Reserve Fund a debt service reserve surety policy from See "BOND INSURANCE" herein.] 18 Issuance of Additional Bonds The Resolution provides that one or more Series of Additional Bonds of the City may be issued under and secured by the Resolution, on a parity as to the pledge of the Designated Revenues with the Series 2007 Bonds, subject to the conditions hereinafter provided, from time to time for the purpose of paying all or any part of the cost of any capital improvements for roadway or transportation purposes not inconsistent with the authorized use of the Designated Revenues. Before such Additional Bonds shall be delivered by the Bond Registrar, there shall be filed with the City Manager the following: (b) Bonds; a copy, certified by the City Clerk, of the Series Resolution for such Series of Additional (c) if applicable, a copy, certified by the City Clerk, of the resolution adopted by the City awarding such Additional Bonds, or the Bond Purchase Contract specifying the interest rate or rates for such Additional Bonds, or if such Additional Bonds are Variable Rate Bonds, the initial interest rate and the manner of determining the interest rates on such Additional Bonds in the future and directing the delivery of such Additional Bonds to or upon the order of the purchasers therein named upon payment of the purchase price therein set forth (provided that such matters may be set forth in the Series Resolution); (d) a certificate of the Finance Director demonstrating that the percentage derived by dividing the amount of the Designated Revenues received by the City during any twelve (12) consecutive months in the eighteen (18) months next preceding the date of delivery of the Additional Bonds then requested to be delivered, by the Maximum Principal and Interest Requirements, including the Principal and Interest Requirements with respect to the Additional Bonds then to be delivered, for any future Fiscal Year is not less than one hundred thirty-five per centum (135%); (e) an opinion of Bond Counsel to the effect that (i) the Series Resolution referred to in clause (a) above has been duly adopted by the City, (ii) the issuance of such Additional Bonds has been duly and validly authorized, (iii) the Designated Revenues have been lawfully pledged, to the extent described in the Resolution, for the payment of the Additional Bonds, (iv) such Additional Bonds constitute special obligations of the City payable in accordance with the provisions of the Resolution and (v) the interest on such Additional Bonds is excluded from gross income for federal income tax purposes (to the extent such Bonds are being issued as tax-exempt Bonds); (f) an opinion of the City Attorney to the effect that the issuance of such Additional Bonds has been duly authorized and that all conditions precedent to the delivery of such Additional Bonds have been fulfilled; and (g) a certificate of the Finance Director to the effect that no event of default and no event which with the passage of time, the giving of notice or both would become an event of default, has occurred within the twelve (12) consecutive calendar months prior to the date of such certificate and is continuing. 19 Refunding Bonds One or more Series of Refunding Bonds of the City may be issued from time to time under and secured by the Resolution, subject to the conditions hereinafter provided in this Section, for the purpose of providing funds for refunding all or any Bonds of any one or more Series of Bonds then Outstanding, including the payment of any redemption premium thereon and interest that will accrue on such Bonds to the redemption date or stated maturity date or dates, funding any funds and accounts under the Resolution and paying any expenses in connection with such refunding and for any related lawful purpose. Except as to any Credit Facility or Insurance Policy and as to any difference in the maturities thereof or the rate or rates of interest or the provisions for redemption and except for such differences, if any, respecting the use of moneys in the various funds and accounts created in the Resolution, such Series of Refunding Bonds shall be on a parity with and shall be entitled to the same benefit and security of the Resolution as all other Bonds theretofore or thereafter issued under the Resolution. Prior to or simultaneously with the authentication and delivery of such Refunding Bonds by the Bond Registrar to or upon the order of the purchasers thereof or the designated representative, there shall be filed with the City Manager the following documents and opinions: (h) a copy, certified by the City Clerk, of the Series Resolution adopted by the City, approving the sale of such Refunding Bonds; (i) an opinion of Bond Counsel to the effect that (i) the Series Resolution referred to in clause (a) above has been duly adopted by the City, (ii) the issuance of such Refunding Bonds has been duly and validly authorized, (iii) the Designated Revenues have been lawfully pledged, to the extent described in this Resolution, for the payment of the Refunding Bonds, (iv) such Refunding Bonds constitute special obligations of the City payable in accordance with the provisions of the Resolution and (v) the interest on such Refunding Bonds is excluded from gross income for federal income tax purposes (to the extent such Bonds are being issued as tax-exempt Bonds); (j) an opinion of the City Attorney to the effect that the issuance of such Refunding Bonds has been duly authorized and that all conditions precedent to the delivery of such Refunding Bonds have been fulfilled; and (k) any additional documents or opinions as Bond Counsel, the initial purchasers of such Refunding Bonds or their counsel or any Credit Sank or Insurer or its counsel may reasonably require. The Bond Registrar, however, shall not deliver such Refunding Bonds unless the City Manager has also received: 1. if the Bonds to be refunded do not mature or are not being redeemed on the date of delivery of the Refunding Bonds, a written verification report of an Accountant; and 2. (A) a Certificate of the Finance Director showing that the aggregate Principal and Interest Requirements on account of all Bonds Outstanding (after the issuance of such Refunding Bonds and after the redemption or provision for payment of the Bonds to be refunded) following the Fiscal Year in which such Refunding Bonds are to be delivered shall not exceed the aggregate Principal and Interest Requirements on account of all the Bonds Outstanding (including the Bonds to be refunded) immediately prior to the issuance of such Refunding Bonds following the Fiscal Year in which such Refunding Bonds are to be delivered; (B) the 20 net present value of the aggregate Principal and Interest Requirements on account of all Bonds Outstanding (after the issuance of such Refunding Bonds and after the redemption or provision for payment of the Bonds to be refunded) following the Fiscal Year in which such Refunding Bonds are to be delivered is less than the net present value of the aggregate Principal and Interest Requirements on account of all Bonds Outstanding (including the Bonds to be refunded) immediately prior to the issuance of such Refunding Bonds following the Fiscal Year in which such Refunding Bonds are to be delivered; or (C) assuming the Bonds to be refunded are not then Outstanding, a certificate of the Finance Director demonstrating that the percentage derived by dividing the amount of the Designated Revenues received by the City during any twelve (12) consecutive months in the eighteen (18) months next preceding the date of delivery of the Refunding Bonds then requested to be delivered, by the Maximum Principal and Interest Requirements on all Outstanding Bonds, including the Principal and Interest Requirements with respect to the Refunding Bonds then to be delivered (but not including the Bonds to be refunded), for any future Fiscal Year is not less than one hundred thirty-five per centum (135%); provided, however, that for purposes of the calculation required by this subclause (C) in connection with the issuance of Refunding Bonds pursuant to a forward refunding or forward delivery or other such similar arrangements, the "date of delivery" of the Refunding Bonds shall be deemed to be the date on which the contract or agreement providing for such forward refunding, forward delivery or other similar arrangement is executed and delivered (instead of the actual future date of delivery of the Refunding Bonds). Covenant as to Designated Revenues The City covenants that while any of the Bonds issued under the provisions of the Resolution shall be Outstanding it will not take any action or fail to take any action which might result in a suspension or termination of the receipt of the Designated Revenues and it will take all appropriate action to keep and maintain the Designated Revenues at the highest possible level and that, subject to covenants with Credit Banks and Insurers, it will not create or permit to be created any charge or lien on the proceeds of the Designated Revenues ranking equally with or prior to the charge or lien on such proceeds of the Bonds issued under the provisions of the Resolution. LOCAL OPTION GAS TAXES General As a portion of the Designated Revenues, the City is pledging the Local Option Gas Taxes to the Series 2007 Bonds. The Local Option Gas Taxes is defined in the Resolution to mean collectively, (i) the City's portion of a tax imposed by Ordinance No. 93-63 enacted by Miami -Dade County (the "County") on June 15, 1993, as may be amended, pursuant to Section 336.025(1)(a), Florida Statues, as amended and distributed pursuant to an Interlocal Agreement dated as of May 20, 1993 among the County, the City and the other municipalities located in the County (the "Gas Tax Interlocal"); and (ii) the City's portion of a tax imposed by Ordinance No. 93-91 enacted by the County on September 20, 1993, as amended by Ordinance No. 96-101 enacted on June 20,1996, as may be amended, pursuant to Section 336.025(1)(b), Florida Statues, as amended and distributed pursuant to Section 336.025(4), Florida Statutes, as amended, and distributed pursuant to an Interlocal Agreement dated as of July 27, 1993 (the "Second Gas Tax Interlocal"). Each county in the State is authorized to levy a tax, of between one cent and eleven cents per net 21 gallon on motor fuel sold in such county in the form of two separate levies. The first levy is a tax of one to six cents per gallon on motor fuel and diesel fuel and may be authorized in a county by an ordinance enacted by a majority vote of the governing body of a county or by referendum. The County levies all six cents of the first levy which levy was approved by Ordinance No. 88-49, as amended and supplemented by Ordinance No. 93-63, as amended by Ordinance No. 97-156 (the"First Levy"). See "LOCAL OPTION GAS TAXES— First Levy" below. All of Florida's sixty-seven counties levy this portion of the Local Option Fuel Tax with sixty- five of the counties levying at the maximum rate of six cents. The second levy is a tax of one to five cents per gallon on motor fuel and may be authorized in a county by an ordinance enacted by a majority vote of the governing body of a county or by referendum. The County levies three cents of the second levy which levy was approved by Ordinance No. 93-91, as amended by Ordinance No. 96-101 (the "Second Levy"). See "LOCAL OPTION GAS TAXES — Second Levy" below. Collection and Distribution The Florida Department of Revenue ("FDOR") collects the Local Option Fuel Tax in each county and deposits the proceeds into the State's Local Option Fuel Tax Trust Fund. The Local Option Fuel Tax Trust Fund is subject to a 7% charge imposed by the State, representing a share of the cost of general government of the State. This charge is deducted from the Local Option Fuel Tax Trust Fund and is deposited in the General Revenue Fund of the State. FOOR is authorized to deduct certain administrative costs incurred in collecting, administering, enforcing and distributing the proceeds of such tax to the counties in an amount not to exceed 2%0 of total collections from the Local Option Fuel Tax Trust Fund. The net proceeds collected from the Local Option Fuel Tax are distributed by FOOR to each eligible county and the eligible municipalities therein according to a distribution formula determined at the local level by interlocal agreement between the county and the municipalities within the county's boundaries representing a majority of the population of the incorporated area within the county. If no interlocal agreement is established, then the distribution is based on the relative transportation expenditures of the county and the municipalities therein for the preceding 5 years. After the initial levy, the distribution is recalculated every 10 years. Upon any newly incorporated municipality becoming eligible to receive the Local Option Fuel Tax, the distribution shall be equal to (i) the County's per lane mile expenditure in the previous year times the lane miles within the jurisdiction of the municipality, in which the County's share shall be reduced proportionally, or (ii) determined by the local act incorporating the municipality. However, such distribution shall not materially or adversely affect the rights of holders of outstanding bonds which are backed by taxes authorized pursuant to Section 336.025(I), Florida Statutes, and the amounts distributed to the County and each municipality shall not be reduced below the amount necessary for the payment of principal and interest and reserves for principal and interest as required under the covenants of any bond resolution outstanding on the date of the redistribution. First Levy The County has entered into the Gas Tax Interlocal to provide for the distribution of the proceeds of the First Levy in accordance with a formula. Under the formula provided in the Gas Tax Interlocal, 74% of such proceeds are allocated based on the ratio of the population of each eligible incorporated municipality to the total population of all eligible incorporated municipalities in the County. The remaining 26% of such proceeds is allocated based on the ratio of total centerline miles of roadway maintained by each eligible incorporated municipality compared to the total centerline miles maintained by all eligible incorporated 22 municipalities in the County. During the term of the Gas Tax Interlocal, the County's share of the annual proceeds of the First Levy cannot be reduced below 80% of the original 74% share, regardless of future incorporation. Pursuant to the Gas Tax Interlocal and Ordinance No. 88-49, as amended and supplemented, the First Levy is set to expire on August 31, 2023. There are 35 incorporated municipalities in the County. Pursuant to the formula provided in the current Gas Tax lnterlocal, the fiscal year 2005-2006 proceeds were distributed as follows: Percentage Share of Proceeds of Recipient First Levy Aventura 0.5100000% Bat Harbour 0.0550000 Bay Harbor Island 0.1080000 Biscayne Park 0.0950000 Coral Gables 1.3050000 Cutler Bay 0.7670000 Doral 0.6780000 El Portal 0.0700000 Florida City 0.2280000 Golden Beach 0.0420000 Hialeah 5.0020000 Hialeah Gardens 0.4370000 Homestead 0.9330000 Indian Creek 0.0060000 Key Biscayne 0.2390000 Medley 0.0970000 Miami 8.0170000 Miami Beach 1.9420000 Miami Gardens 2.5750000 Miami Lakes 0.5800000 Miami Shores 0.3070000 Miami Springs 0.4370000 North Bay 0.1230000 North Miami Beach 1.3250000 North Miami 0.9410000 Opa Locka 0.3420000 Palmetto Bay 0.6920000 Pinecrest 0.5750000 South Miami 0.2830000 Sunny Isle Beach 0.2990000 Surfside 0.1220000 Sweetwater 0.2890000 Virginia Gardens 0.0540000 West Miami 0.1270000 23 Use of Revenue. Generally, county and municipal governments may only use monies received from the First Levy for transportation expenditures, defined as: (a) public transportation operation and maintenance; (b) roadway and right-of-way maintenance and equipment and structures used primarily for the storage and maintenance of such equipment; (c) roadway and right-of-way drainage; (d) street lighting; (e) traffic signs, traffic engineering, signalization and pavement markings; (f) bridge maintenance and operation; and (g) debt service and current expenditures for transportation capital projects in the foregoing program areas including the construction and reconstruction of roads and sidewalks. Second Levy The County has entered into the Second Gas Tax Interlocal to provide for the distribution of the proceeds of the Second Levy in accordance with a formula. Under the formula provided in the Second Gas fax Interlocal, 75% of such proceeds are allocated based on the ratio of the population of each eligible incorporated municipality to the total population of all eligible incorporated municipalities in the County. The remaining 25% of such proceeds is allocated based on the ratio of total centerline miles of roadway maintained by each eligible incorporated municipality compared to the total centerline miles maintained by all eligible incorporated municipalities in the County. Pursuant to the Second Gas Tax Interlocal and Ordinance No. 93-91, as amended and supplemented, the Second Levy is set to expire on August 31, [Remainder of page intentionally left blank] 24 There are 35 incorporated municipalities in the County. Pursuant to the formula provided in the Second Gas Tax Interlocal, the fiscal year 2005-2006 proceeds were distributed as follows: Percentage Share of Proceeds of Recipient Second Levy Aventura 0.4880000% BaI Harbour 0.0480000 Bay Harbor Island 0.0950000 Biscayne Park 0.0830000 Coral Gables 1.1460000 Cutler Bay 0.6740000 Dora] 0.5960000 El Portal 0.0620000 Florida City 0.2000000 Golden Beach 0.0370000 Hialeah 4.3940000 Hialeah Gardens 0.3830000 Homestead 0.8200000 Indian Creek 0.0050000 Key Biscayne 0.2100000 Medley 0,0850000 Miami 7,0420000 Miami Beach 1.7060000 Miami Gardens 2.2620000 Miami Lakes 0,5090000 Miami Shores 0.2690000 Miami Springs 0.3830000 North Bay 0.1080000 North Miami Beach 1.1640000 North Miami 0.8270000 Opa Locka 0.3010000 Palmetto Bay 0.6070000 Pinecrest 0.5050000 South Miami 0.2490000 Sunny isle Beach 0.2620000 Surfside 0.1070000 Sweetwater 0.2540000 Virginia Gardens 0.0480000 West Miami 0.1110000 Use of Revenue. Generally, county and municipal governments may use monies received from the Second Levy only for transportation expenditures needed to meet the requirements of the capital improvements element of an adopted comprehensive plan or for expenditures needed to meet immediate local transportation problems and for other transportation -related expenditures that are critical for building comprehensive roadway networks by local governments. Expenditures shall not include routine maintenance of roads. 25 Eligibility In order to be eligible to receive a distribution of funds from the Local Option Fuel Tax Trust Fund, each county or municipality must have: (i) reported its finances for its most recently completed fiscal year to the Department of Financial Services pursuant to Section 218.32, Florida Statutes; (ii) made provisions for annual postaudits of financial accounts in accordance with provisions of law; (iii) levied, as shown on its most recent financial report, ad valorem taxes, exclusive of taxes levied for debt service or other special millages authorized by the voters, to produce the revenue equivalent to a millage rate of 3 mills on the dollar based upon 1973 taxable values or, in order to produce revenue equivalent to that which would otherwise be produced by such 3 mill ad valorem tax, to have received certain revenues from a county (in the case of a municipality), an occupational license tax, utility tax, or levied ad valorem tax, or any combination of those four sources; (iv) certified that persons in its employ as law enforcement officers meet certain qualifications for employment, and receive certain compensation; (v) certified that persons in its employ as firefighters meet certain employment qualifications are eligible for certain compensation; (vi) certified that each dependent special district that is budgeted separately from the general budget of such county or municipality has met the provisions for annual postaudit of its financial accounts in accordance with law; and (vii) certified to FDOR that it has complied with certain procedures regarding the establishment of the ad valorem tax millage of the county or municipality as required by law. Any funds otherwise undistributed because of ineligibility of a county or municipality shall be distributed to the eligible governments within the applicable county in proportion to other monies distributed pursuant to Section 336.025, Florida Statutes. The City represents that it has continuously been in compliance with the statutory eligibility requirements for the Local Option Fuel Tax in the past and that it has covenanted in the Resolution to do so in the future, 26 Historical and Projected Gasoline Sales in the County The volume of motor and special fuel sold in the County is set forth below for the State fiscal years indicated: MIAMI-DADE COUNTY, FLORIDA NUMBER OF TAXABLE GALLONS SOLD State Fiscal Year Ended June 30. Gasoline & Gasohol Special Fuel Total Gallons 2002 947,110,816 125,715,835 1,072,826,651 2003 971,169,274 129,398,205 1,100,567,479 2004 999,068,325 143,208,456 1,142,276,781 2005 1,024,996,120 144,840,059 1,169,856,179 2006 1,020,652,912 182,791,886 1,203,444,778 Source: Florida Department of Revenue. The amount of Local Option Fuel Tax received by the City from the County is dependent upon numerous factors, including the amount of motor fuel and diesel fuel sold in the State and the County and the population of the County relative to the population of the State. Furthermore, incorporation of additional municipalities within the County and the relative population size of the County and municipalities within the County could affect the amount of Local Option Fuel Tax Revenues distributable to the County and to each municipality. The amount of Local Option Fuel Tax Revenues received by the City from the County may be adversely impacted by changes in the supply or demand for or the price of motor fuel, special fuel or diesel fuel. Most of the factors that affect the amount of Local Option Fuel Tax Revenues distributable to the City are beyond the control of the County and the City. The following table sets forth the amount of historical Local Option Gas Taxes revenues received by the City for the fiscal years ended September 30, 2003 through 2006. CITY OF MIAMI, FLORIDA LOCAL OPTION GAS TAXES Local Percentage Fiscal Year Option Gas Taxes Increase Ended September 30 Received (Decrease) 2003 $7,530,388 2004 7,041,490 (6.49%) 2005 7,275,062 3.31 2006 7,310,849 .49 Source: City of Miami, Florida Finance Dept. 27 TRANSPORTATION SURTAX General As a portion of the Designated Revenues, the City is pledging eighty percent (80%) of the Transportation Surtax to the Series 2007 Bonds. The Transportation Surtax is defined in the Resolution to mean the City's portion of the Charter County Transit System Surtax approved by the electorate of the County on November 5, 2002, pursuant to Section 212.055(1), Florida Statutes and Ordinance No. 02-116 enacted by the County on July 9, 2002 (the "Transit System Surtax") and distributed to the City pursuant to an Interlocal Agreement between the County and the City approved pursuant to Resolution No, 03- 651 adopted on June 12, 2002 (the "Transit Interlocal"). Subject to the limitations and exemptions set forth in Chapter 212 of the Florida Statutes, the State imposes a tax on certain sales, use, services, rentals, admissions and other transactions occurring in the State, including, but not limited to, the rental of living quarters or sleeping or housekeeping accommodations for a period of six months or less, items or articles of tangible personal property sold at retail, the rental or lease of real property for purposes other than, among other things, agricultural uses or dwelling units, and the lease or rental of tangible personal property. Pursuant to Section 212.055(1) of the Florida Statutes, the County is authorized to impose the Transit System Surtax on all transactions occurring in the County that are subject to the State tax imposed on the above -referenced sales, use, services, rentals, admissions and other transactions. Levy of Transit System Surtax Pursuant to Section 212.055(1), Florida Statutes, the State authorized the County to levy a discretionary sales surtax of up to 1% to be used for the purposes of, among other things, planning, developing, constructing, operating and maintaining roads, bridges, bus systems and fixed guideway systems. The County elected to levy a one half of one percent discretionary sales tax, subject to the approval of the County's electorate at the time that Ordinance No. 02-116 of the County (the "Transit System Surtax Ordinance") was enacted. The Transit System Surtax was approved by a majority of the County's electorate at a special election held on November 5, 2002. The County has imposed the Transit System Surtax on all transactions occurring in the County that are subject to the State tax imposed on sales, use, services, rentals, admissions, and other transactions pursuant to Chapter 212, Florida Statutes. Collection and Funds The Florida Department of Revenue (the "Department") administers, collects and enforces the Transit System Surtax. The proceeds of the Transit System Surtax are transferred by the Department into a separate account established for the County in the Discretionary Sales Surtax Clearing Trust Fund. The Department distributes the proceeds of the Transit System Surtax less the cost of administration (the "Net Transit System Surtax Proceeds") to the County each month. Pursuant to the Transit System Surtax Ordinance, the Net Transit System Surtax Proceeds are deposited into a special fund set aside from other County funds in the custody of the Finance Director of the County (the "Transit System Sales Surtax Trust Fund"). Twenty percent of the Net Transit System Surtax Proceeds (the "Cities' Distribution") are distributed annually by the County to each city existing within the County as of November 5, 2002 (including the City of Miami), so long as each such city (i) continues to provide the same level of general fund support for transportation in subsequent fiscal years that is in each such city's fiscal year 2001-2002 budget; (i i) uses the Net Transit System Surtax Proceeds to supplement rather 28 than replace each such city's general fund support for transportation; and (iii) applies 20% of any Net Transit System Surtax Proceeds received from the County to transit uses in the nature of circulator buses, bus shelters, bus pullout bays or other transit -related infrastructure (or, alternatively, contracts with the County for the County to apply such Net Transit System Surtax Proceeds to a County project that enhances traffic mobility within the city and immediately adjacent areas). The City is pledging 80% of the Transit System Surtax received from the County to the Series 2007 l3onds and therefore the other 20% remains available for transit uses as provided above. The following table sets forth the amount of historical Transportation Surtax revenues received by the City for the fiscal years ended September 30, 2003 through 2006. CITY OF MIAMI, FLORIDA HISTORICAL COLLECTION OF TRANSPORTATION SURTAX Fiscal Year Ended September 30 Percentage 80% of Transportation Increase Surtax Received (Decrease) 2003 $3,676,015 --- 2004 8,262,776 124.00% 2005 8,693,384 5.21 2006 10, 005,773 15.07 Source: City of Miami, Florida Finance Dept. PARKING SURCHARGE General As a portion of the Designated Revenues, the City is pledging twenty percent (20%) of the Parking Surcharge revenues to the Series 2007 Bonds. The Parking Surcharge is defined in the Resolution to mean a 15% parking surcharge to be 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. Levy of Parking Surcharge Pursuant to Section 166.271, Florida Statutes, the State authorized the City to impose and collect, subject to referendum approval by voters in the City, a discretionary per vehicle surcharge of up to fifteen percent (15%) of the amount charged for the sale, lease, or rental of space at parking facilities within the City which are open for use to the general public and which are not airports, seaports, county administration buildings, or other county projects. The Parking Surcharge was approved at an election on November 4, 2003. Notwithstanding the foregoing, pursuant to Section 218.503(6)(a), the City was authorized to impose a discretionary per -vehicle surcharge of up to twenty percent (20%) on the gross revenues of the sale, lease or rental or space at parking facilities within the City which are open for use to the general public. This provision only applied during the period of time in which the City was declared to be in a state of financial 29 emergency and such provision expired on June 30, 2006. The 20% surcharge was collected by the City from Fiscal Years 2000-2004. Not more than forty percent (40%) and not less than twenty percent (20%) of the Parking Surcharge proceeds shall be used to improve transportation, including, but not limited to, street, sidewalk, roadway, landscape, transit and streetscape beautification improvements and shall be used in downtown or urban core areas. Collection The Parking Surcharge amounts due shall be collected by the operator of a parking facility at the time of, and in addition to, collection of any other amounts for the parking of a motor vehicle in a parking facility, whether charge is made on an hourly, daily, weekly, monthly, yearly, event, validation programs, valet or any other basis. All operators shall be required to maintain a valid operational license. The occupational license of an operator shall be revoked upon the failure to remit the surcharge amounts for three consecutive months. No operator shall be permitted to operate the parking facility until all arrears are paid. No later than the twentieth (20th) day of each calendar month, the operator of every parking facility shall remit to the City the funds collected pursuant to the Parking Surcharge, net of refunds, for the preceding calendar month. The operator shall keep records of such funds collected. Whenever any operator fails to keep records from which the Parking Surcharge may be accurately computed, the City may make use of a factor developed by surveying other operators of a similar type parking facility, or otherwise compute the amount of Parking Surcharge due, and this computation shall be prima facie correct. Whenever any operator fails to collect or remit to the City the Parking Surcharge imposed within the time limit therefor, the City shall assess the operator the amount of Parking Surcharge due as determined by the City, plus interest at the rate of one percent (1%) per month or any fraction thereof, and a penalty of ten percent (10%) of the Parking Surcharge due on uncollected or unremitted amounts. The operator of a Parking Facility who: (1) fails, neglects or refuses to collect the Parking Surcharge; or (2) fails, neglects or refuses to remit the Parking Surcharge; or (3) fails, neglects or refuses to keep accurate records; or (4) submits any incomplete, false or fraudulent return; or (5) refuses to permit the City to examine books, records and papers relating to the Parking Surcharge; or (6) fails to fully comply with any or all rules or regulations promulgated by the City, or to keep complete and proper records as required, shall be subject to the following penalties for each offense: (i) have his or her occupational license revoked; and/or (ii) have a lien placed upon the parking facility for the sums owed plus interest pursuant to law; and/or(iii) be guilty of a misdemeanor and/or fined not more than $500, or imprisoned not more than (6) months, or both; (iv) be subject to an administrative fine in the amount of $500.00; (v) be required to comply with stricter reporting requirements. 30 The following table sets forth the amount of historical Parking Surcharge revenues collected by the City for the fiscal years ended September 30, 2002 through 2006. CITY OF MIAMI, FLORIDA HISTORICAL COLLECTION OF PARKING SURCHARGE Percentage Fiscal Year Parking Surcharge Increase Ended September 30 Revenues Received(') (Decrease) 2002 $ 2,515,407 2003 2,727,832 8.44% 2004 2,906,686 6.55 2005 2,297,904 (20.94) 2006 2,563,318 11.55 Source: City of Miami, Florida Finance Dept. (1)The Parking Surcharge was collected at 20% from Fiscal Years 2002-2004 and collected at 15% from Fiscal Year 2005 - current. Historical Designated Revenues HISTORICAL DESIGNATED REVENUE COVERAGE OF PROPOSED SERIES 2007 DEBT SERVICE Fiscal Year Ended September 30th 80% of Total Proposed Annual Pro Forma Local Option Transportation Parking Designated Maximum Debt Debt Service Year Gas Taxes Surtax Surcharge Revenues Service Coverage 2002 -- $2,515,407 $2,515,407 2003 $7,530,388 $3,676,015 2,727,832 13,934,235 2004 7,041,490 8,262,776 2,906,686 18,210,952 2005 7,275,062 8,693,384 2,297,904 18,266,350 2006 7,310,849 10, 005, 773 2,563,318 19, 879, 940 31 LEGISLATIVE PROPOSALS In the November 7, 2006 general election, the voters of the State approved Amendments 6 and 7 to the State Constitution, which provide for an increase in the homestead (ad valorem tax) exemption to$50,000 from $25,000 for certain low-income seniors effective January 1, 2007 and provide a discount from the amount of ad valorem taxes for certain permanently disable veterans effective December 7, 2006, respectively. The extent to which these amendments may affect the ad valorem tax collections of the City in future years is not currently known. The Florida Legislature completed its special session on June 14, 2007. During this session the Legislature passed legislation which would reduce ad valorem taxes that maybe levied by local governments, other than school district, in Fiscal Year 2007-08 to below the level of taxes levied in Fiscal Year 2006-07. The legislation limits the growth of ad valorem tax levies in future years (except those levied by school districts) to the growth in a jurisdiction's population as measured by new construction and the statewide growth in per capita personal income. However, local government governing bodies may increase ad valorem tax levies by extraordinary votes or by referenda. Any county or municipality that levies in excess of the amount permitted under the legislation will forfeit participation in the half -cent sales tax revenue sharing program. The legislation also implements the several constitutional amendments, contingent on the constitutional amendments being approved by the voters. Such proposed amendments include: (i) a new homestead exemption equal to 75% of the first $200,000 in value and 15% of the next $300,000 with a minimum homestead exemption of $50,000, except that the minimum for low income seniors would be $100,000; (ii) assessment methods for affordable housing real property; (iii) a "grandfather" clause that will allow persons with a homestead as of January 1, 2008, whose benefits are larger under the current homestead exemption and "Save Our Homes" provisions than under the new homestead exemption to continue to receive the Save Our Homes benefits; and (iv) a $25,000 property tax exemption for tangible personal property. On September 24, 2007, the Florida Second Judicial Circuit Court adjudged the ballot summary for the proposed Constitutional amendments misleading and inaccurate and prohibited its placement on the ballot for the January 29, 2008 special election. The State appealed such order on September 26, 2007. Florida Governor Crist has reportedly stated that he plans to work with the Legislature to draft a revised proposal while the appeal is pending. The Legislature could address the issue during its special session scheduled for October 3, 2007 through October 12, 2007 that was called to amend the State's budget, but members of the Legislature are reportedly split on whether to take any action in such regard. As of September 27, 2007, new legislation related to the ballot summary had not been filed. It is impossible to predict at this time whether the appeal will be successful or whether the Florida Legislature may adopt additional legislation related to the ballot summary for the scheduled January 29, 2008 special election or for a different date. It is impossible to predict whether certain of the amendments will be approved by voters and what effect, if any, such legislation and approval will have on the City's finances. Operational Impact. Each County and municipality in the State is now required statutorily to reduce its operational budget between 3% and 9%, depending on formulas proffered by the legislation, from Fiscal Year 2007 levels. The City fell under the 3% budget reduction category. Due to the positive budgetary impacts of new construction within the City, the City balanced its Fiscal Year 2008 budget through expenditure reductions. 32 THE CITY OF MIAMI Background Now 111 years old, the City is part of the nation's eleventh largest metropolitan area. Incorporated in 1896, the City is the only municipality conceived and founded by a woman - Julia Tuttle. According to the U.S. Census Bureau, the City's population in 1900 was 1,700 people. Today it is a city rich in cultural and ethnic diversity with more than 362,470 residents (as of the 2000 Census), 58.2% of them foreign born. In physical size, the City is not large, encompassing only 34.3 square miles. In population, the City is the largest of the 35 municipalities that make up Miami -Dade County and is the county seat. For additional information concerning the City, see "APPENDIX A - GENERAL INFORMATION REGARDING THE CITY OF MIAMI." City Government Since 1997, the City has been governed by a form of government known as the "Mayor -Commissioner plan." The City Commission is the legislative body of the City. There are five Commissioners elected from. designated districts within the City. The Mayor is elected at large every four years. As official head of the City, the Mayor has veto authority over actions of the Commission. The Mayor appoints the City Manager who functions as chief administrative officer. The Mayor of the City is presently Manuel A. Diaz whose term expires November 2009. The current members of the City Commission and expiration of their current terms of office are: Commission Members Angel Gonzalez, Chairman Joe M. Sanchez, Vice Chairman Tomas 1? Regalado Michelle Spence -Jones Marc D. Sarnoff Date Term Expires November 2007 November 2009 November 2007 November 2009 November 2007 The City Manager, Pedro G. Hernandez, is a full-time employee and is the chief administrative officer of the City. The City Manager is responsible for directing the administrative and operational aspects of the City in compliance with the policies set by the Commission and the Mayor. Mr. Hernandez has been City Manager since July 2006. He is responsible for an organization that has more than 3,954 employees and administers a budget of more than $508 million. Prior to his current position, he served as Deputy County Manager of Miami -Dade County and was charged with the oversight of the Departments of Aviation, Police, Corrections, Juvenile Services, Fire Rescue, Emergency Management, Homeland Security and the Office of the Medical Examiner. He also served as liaison to the Ethics Commission, Clerk of Courts, International Trade Consortium and the planning committee for the Super Bowl. He holds a Bachelors of Science Degree in. Civil Engineering from the University of Miami and is a registered Professional Engineer in the State of Florida. The City's Chief Financial Officer is Larry Spring. His primary responsibilities include the oversight of the budget development process as well as developing and maintaining the performance indicator systems whereby department performance can be monitored and provide for budget accountability. He was appointed the interim Chief Financial Officer in July 2006 and appointed the Chief Financial Officer in February 2007. He served as Assistant City Manager for Strategic Planning, Budgeting and Performance from February 2003 to February 2007. Prior to that, Mr. Spring spent the bulk of his career in the commercial banking industry primarily in the areas of accounting and treasury management. His last position prior to 33 joining the City was as Vice President and Controller of TOTALBANK in Miami. He holds a Bachelor of Science degree in Accounting from the A.B. Freeman School of Business at Tulane University and is a member of the Government Finance Officers Association. The City's Finance Director is Diana M. Gomez. She reports to the Chief Financial Officer, She is responsible for managing and investing public funds, accounts payable, general ledger, grants monitoring, payroll, treasury management and preparation of routine accounting reports as well as the City's annual financial statement. Ms. Gomez was appointed as the Finance Director on February 11, 2006. Ms. Gomez has been Assistant Director of Finance/Comptroller since her employment with the City on August 27, 2001. Prior to joining the City, Ms. Gomez was a Supervising Senior Auditor/C.P.A. for five years with KPMG LLP, one of the "big four" accounting firms, Ms. Gomez received a Bachelor of Arts in Psychology from Rutgers College, N.J.; and a Masters in Business Administration in Professional Accounting from the University of Baltimore, MD. She is a Certified Public Accountant. Adoption of Investment Policy and Debt Management Policy The City adopted a detailed written investment policy on May 10, 2001, that applies to all cash and investments held or controlled by the City and identified as "general operating funds" of the City with the exception of the City's Pension Funds, Deferred Compensation & Section 401(a) Plans, and such funds related to the issuance of debt where there are other existing policies or indentures in effect for such funds. Additionally, any future revenues, which have statutory investment requirements conflicting with the City's Investment .Policy and funds held by state agencies (e.g. Department of Revenue), are not subject to the provisions of the policy. The primary objective of the investment program is the safety of the principal of those funds within the portfolios. investment transactions shall seek to keep capital losses at a minimum, whether they are from securities defaults or erosion of market value. To attain this objective, diversification is required in order that potential losses on individual securities do not exceed the income generated from the remainder of the portfolio. The portfolios are required to be managed in such a manner that funds are available to meet reasonably anticipated cash flow requirements in an orderly manner. Return on investment is of least importance compared to the safety and liquidity objectives described in the policy. In accordance with the City's Administrative Policies, the responsibility for providing oversight and direction in regard to the management of the investment program resides with the City's Finance Director. The Finance Director has established written procedures for the operation of the investment portfolio and a system of internal accounting and administrative controls. The City's investment policy may be modified from time to time by the City Commission. Subject to the exceptions in the City's investment policy, the City may invest in the following types of securities: (a) The Florida Local Government Surplus Funds Trust Fund, (b) United States Government Securities, (c) United States Government Agencies, (d) Federal Instrumentalities, (e) Interest Bearing Time Deposit or Savings Accounts, (f) Repurchase Agreements, (g) Commercial Paper, (h) Corporate Notes, (i) Bankers' Acceptances, (j) State and/or Local Government Taxable and/or Tax -Exempt Debt, (k) Registered Investment Companies (Money Market Mutual Funds) and (I) Intergovernmental Investment Pool. Also, the City may invest in investment products that include the use of derivatives. As of September 30, 2006, approximately 85.1% of the City's investment portfolio was invested in United States Treasury Obligation and obligations of agencies of the United States Government. Approximately 14.9% of the City's investment portfolio was invested in commercial paper. All are rated in 34 the highest rating category for each of the rating agencies. The City adopted a Debt Management Policy on July 21, 1998 to provide guidance governing the issuance, management, continuing evaluation of and reporting on all debt obligations issued by the City and to provide for the preparation and implementation necessary to assure compliance and conformity with the policy. It is the responsibility of the City's finance committee to review and make recommendations regarding the issuance of debt obligations and the management of outstanding debt. The finance committee has approved the Series 2007 Bonds and their negotiated sale to the Underwriters. The following policies concerning the issuance and management of debt were established in the Debt Management Policy: (a) the City will not issue debt obligations or use debt proceeds to finance current operations; (b) the City will utilize debt obligations only for acquisition, construction or remodeling of capital improvement projects that cannot be funded from current revenue sources or in such cases wherein it is more equitable to the users of the projects to finance the project over its useful life; and (c) the City will measure the impact of debt service requirements of outstanding and proposed debt obligations on single year, five, ten and twenty year periods. Capital Improvement Plan The City's fiscal year 2008-2012 five year Capital Improvement Plan (the "Capital Plan"), covering the period from October 1, 2007 through September 30, 2012, earmarked funding estimated at $800.5 million for 490 projects throughout the City. Streets and sidewalks projects account for the largest portion of the total Capital Plan funding at $256.2 million or 32%. Parks and recreation projects are the second largest, accounting for$162.0 million, or 20.2%, and public facilities projects are the third largest accounting for $86.1 million, or 10.8%, of the total Capital Plan. Bonds issued by the City represent the largest share of funding for the Capital Plan, accounting for 45.5% of the total. Capital project revenues (impact fees, storm water utilities, optional gas tax, etc.) account for 30.5%, funding derived from Miami -Dade County accounts for 14.9% and the remaining 9.1% of funding is from federal, State and other private donations. Fiscal and Accounting Procedures The accounts of the City are organized on the basis of funds or account groups, each of which is considered a separate accounting entity in accordance with generally accepted accounting principles, as defined by the Governmental Accounting Standards Board ("GASB"). The operation of each fund is accounted for in a separate, self -balancing set of accounts which comprise its assets and other debits, liabilities, fund equities and other credits, revenues and expenditures. Individual funds that have similar characteristics are combined into fund types. For the past 2 years the City has received the Certificate of Achievement for Excellence in Financial Reporting from the Government Finance Officers Association of the United States and Canada. For a complete description of the fund types and account groups, see "Notes to General Purpose Financial Statements of the City" in Appendix C herein. 35 Indebtedness of the City Pursuant to the Debt Management Policy, the City's debt issuance is subject to the following constraints: (i) the Net Debt Per Capita and the Net Debt to Taxable Assessed Value percentages, which shall be determined by the finance committee by bench marking the City to current industry standards, and (ii) the maximum maturity shall be the earlier of (a) the estimated useful life of the capital improvements being financed or (b) thirty years or (c) in the event debt was issued to refinance outstanding debt obligations the final maturi ty of the debt obligations being refinanced, unless a longer term is recommended by the finance committee, Pension Fund. The City's employees participate in two separate, single employer defined benefit contributory pension plans under the administration and management of separate Boards of Trustees: The City of Miami Fire Fighters' and Police Officers' Retirement Trust ("FIFO") and the City of Miami General Employees and Sanitation Employees' Retirement Trust ("GESE"). The plans cover substantially all City employees who contribute a percentage of their base salary or wage on a bi-weekly basis. The City's elected officials participate in a single employer defined benefit non-contributory pension plan under the administration and management of a separate Board of Trustees, the City of Miami Elected Officers' Retirement Trust ("EORT"). This plan covers all elected officials with 7 or more years of elected service. City employees are required to contribute 10% of their salary to GESE and no more than 7% to FIFO. The EORT is a non-contributory plan. Contributions from employees for FIPO and GESE are recorded in the period the City makes payroll deductions from participants. The City is annually required to contribute such amounts as necessary on an actuarial basis to provide FIPO and GESE with assets sufficient to meet the benefits to be paid. The ordinance covering the FIPO (the "Pension Ordinance") provides for actuarial methodology for evaluating assets to be a moving market value averaged over three years. The result cannot be greater than 100 percent of market value or Tess than 80 percent of market value. The Pension Ordinance also provides for the FIFO Board of Trustees' actuary to use the actuarial assumptions adopted the FIPO Board. Currently, the City and the FIPO are in discussions regarding the amount needed for contribution. However, if the City's actuary and the FIPO's actuary cannot agree, together they may appoint a third independent actuary. The third actuary is required to submit a funding recommendation to the FIFO Board and the City Commission. The City Commission is then required to fund the amount recommended by either the FIPO's actuary or the City's actuary, whichever recommendation is closer to the recommendation of the third actuary. The City's net pension obligation for each of the FIPO, the GESE and the EORT is $0. The annual pension costs have been fully contributed by the City for the fiscal years ended September 30, 2004, 2005 and 2006. Additionally, the City has established a qualified governmental excess benefit plan to continue to cover the difference between the allowable pension to be paid and the amount of the defined benefits, so the benefits for eligible members are not diminished by the changes in the Internal Revenue Code (the GESE Excess Plan"). Plan members are not required to contribute to the GESE Excess Plan. The payment of the City's contribution of the excess retirement benefit is funded from the City's General Fund and paid annually at the same time as the City's annual contribution to normal pension costs. The City's net pension obligation for the GESE Excess Plan as of September 30, 2006 was $3,583,015 and the annual pension costs have been fully contributed by the City for the fiscal years ended September 30, 2004, 2005 and 2006. 36 Accrued Compensated Absences. Under terms of Civil Service regulations, labor contracts and administrative policy, City employees are granted vacation and sick leave in varying amounts. Additionally, certain overtime hours can be accrued and carried forward as earned time off. Unused vacation and sick time is payable upon separation from service, subject to various limitations depending upon the employee's seniority and civil service classification. The amount accrued as of September 30, 2006 is $70,759,099 of which $4,405,699 is the current portion. Every three years the maximum number of hours which can be carried forward is renegotiated with FIPO and GESE. Other Postemployment Benefits. In accordance with Section 112.0801, the City provides medical coverage and life benefits to its retirees. Although not required by Iaw, the City pays a portion of such cost of participation for its retirees. As with all governmental entities providing similar plans, the City will be required to comply with the Governmental Accounting Standard's Board Statement No. 45 - Accounting and Financial Reporting by Employers for Postemployment Benefits Other than Pensions ("GASB 45") no later than its fiscal year ending September 30, 2008. The City has historically accounted for its other post employment benefit ("OPEB") contributions on a pay as you go basis. GASB 45 applies accounting methodology similar to that used for pension liabilities to OPEB and attempts to more fully reveal the costs of employment by requiring governmental units to include future OPEB costs in their financial statements. While GASB 45 requires recognition and disclosure of the unfunded OPEB liability, there is no requirement that the liability of such plan be funded. The City has not yet retained an actuary to review its OPEB liabilities. While the City does not know at this time what its OPEB liabilities will be in connection with GASB 45 compliance in the future, it has budgeted $5,000,000 in its Fiscal Year 2007-2008 Budget for this liability. The City does not know what amount will be required to be budgeted in future years. LEGAL MATTERS Certain legal matters incident to the validity of the Series 2007 Bonds are subject to the approval of Squire, Sanders & Dempsey L.L.P., Bond Counsel, Miami, Florida whose approving opinion in the form attached hereto as "APPENDIX E - FORM OF BOND COUNSEL OPINION" will be furnished without charge to the purchasers of the Series 2007 Bonds at the time of their delivery. The actual legal opinion to be delivered may vary from that text if necessary to reflect facts and Iaw on the date of delivery. Certain legal matters will be passed upon for the City by Jorge L. Fernandez, Esq., City Attorney, and by Bryant Miller Olive P.A., Miami, Florida, Disclosure Counsel to the City. Florida. Certain legal matters will be passed upon for the Underwriters by Broad and Cassel, Orlando, LITIGATION There is no pending or, to the knowledge of the City, any threatened litigation against the City of any nature whatsoever which in any way questions or affects the validity of the Series 2007 Bonds, or any proceedings or transactions relating to their issuance, sale, execution, or delivery, or the adoption of the Resolution, or the levy of the ad valorem taxes. Neither the creation, organization or existence, nor the title of the present members of the City Commission or other officers of the City is being contested. 37 The City experiences claims, litigation, and various legal proceedings which individually are not expected to have a material adverse effect on the operations or financial condition of the City, but may, in the aggregate, have a material impact thereon. In the opinion of the City Attorney, however, except as described below, the City will either successfully defend such actions or otherwise resolve such matters without any material adverse consequences to the financial condition of the City. A class action suit was filed to challenge the City's Fire Rescue Assessment (the "Assessment"). The plaintiffs contend that the Assessment is an unconstitutional tax on real property and, further, that it is not properly apportioned. In 2002, a challenge to the City of North Lauderdale, Florida's fire rescue assessment resulted in the Supreme Court concluding that the same was unconstitutional to the extent it charged for emergency medical services. Since the date of the decision of the Supreme Court, the City amended the Assessment to comply with the judgment of the Supreme Court in the North Lauderdale case. In 2004, the City thought it approved a class -wide settlement of this class action suit in the amount of $7 million, however, subsequently, the City has learned that the class was never certified and the settlement was paid to only 5 individuals. In subsequent proceedings, the settlement was set aside and the City recouped funds previously paid. All funds previously paid were placed into an interest bearing trust account pending resolution of the class action suit. Subsequently, the plaintiffs filed a Second Amended Complaint seeking a refund and apportionment for fiscal years I997-1998 through 2005-2006. The potential exposure for this action is $12-15 million. Additional funds which may be needed to settle the suit have been reserved in the amount of $12 million. A suit was filed against the City seeking promotions with back pay and emoluments retroactive to 1994 for 98 individuals. The trial judge severed the action to address only the liability. Ajudgment in a prior action with a different group of plaintiffs was entered against the City. The potential exposure for this action is estimated at $10 million. The City has reserved $10 million as of September 30, 2006 for this action. DISCLOSURE REQUIRED BY FLORIDA BLUE SKY REGULATIONS Rule 69W-400.003, Rules of Government Securities, promulgated by the Office of Financial Regulation of the Financial Services Commission, under Section 517.051(1), Florida Statutes ("Rule 69W- 400.003"), requires the City to disclose each and every default as to the payment of principal and interest with respect to obligations issued by the City after December 31, 1975. Rule 69W-400.003 further provides, however, that if the City in good faith believes that such disclosures would not be considered material by a reasonable investor, such disclosures may be omitted. The City has not defaulted on the payment of principal or interest with respect to obligations issued by the City after December 31, 1975. TAX MATTERS General In the opinion of Squire, Sanders & Dempsey L.L.P., Bond Counsel, under existing law: (i) interest on the Series 2007 Bonds is excluded from gross income for federal income tax purposes under Section 103 of the Internal Revenue Code of 1986, as amended (the "Code"), and is not an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals and corporations; and (ii) the Series 2007 Bonds and the income thereon are exempt from taxation under the laws of the State of Florida, except estate taxes imposed by Chapter 198, Florida Statutes, as amended, and net income and franchise taxes imposed by Chapter 220, Florida Statutes, as amended. Bond Counsel will express no opinion as to any other tax 38 consequences regarding the Series 2007 Bonds. The opinion on tax matters will be based on and wi]1 assume the accuracy of certain representations and certifications, and continuing compliance with certain covenants, of the City to be contained in the transcript of proceedings and that are intended to evidence and assure the foregoing, including that the Series 2007 Bonds are and will remain obligations the interest on which is excluded from gross income for federal income tax purposes. Bond Counsel will not independently verify the accuracy of those certifications and representations or the continuing compliance with the City's covenants. The opinion of Bond counsel is based on current legal authority and covers certain matter not directly addressed by such authority. It represents Bond Counsel's legal judgment as to exclusion of interest on the Series 2007 Bonds from gross income for federal income tax purposes but is not a guaranty of that conclusion. The opinion is not binding on the Internal Revenue Service ("IRS") or any court. Bond Counsel expresses no opinion about (i) the effect of future changes in the Code and the applicable regulations under the Code or (ii) the interpretation and the enforcement of the Code or those regulations by the IRS. The Code prescribes a number of qualifications and conditions for the interest on state and local government obligations to be and to remain excluded from gross income for federal income tax purposes, some of which require future or continued compliance after issuance of the obligations. Noncompliance with these requirements by the City may cause the loss of such structured result in interest on the Series 2007 Bonds, being included in gross income for federal income tax purposes retroactively to the date of issuance of the Series 2007 Bonds, The City has covenanted to take the actions required of it for the interest on the Series 2007 Bonds to be and to remain excluded from gross income for federal income tax purposes, and not to take any actions that would adversely affect that exclusion. After the date of issuance of the Series 2007 Bonds, Bond Counsel will not undertake to determine (or to so inform any person) whether any actions taken or not taken, or any events occurring or not occurring, or other matters coming to Bond Counsel's attention, may adversely affect the exclusion from gross income for federal income tax purposes of interest on the Series 2007 bonds or the market prices of the Series 2007 Bonds, Under Code provisions applicable only to certain corporations, a portion of the excess of adjusted current earnings (which includes interest on all tax-exempt obligations, including the Series 2007 Bonds) over other alternative minimum taxable income may be subject to a corporate alternative minimum tax, In addition, interest on the Series 2007 Bonds may be subject to a branch profits tax imposed on certain foreign corporations doing business in the United States and to a tax imposed on excess net passive income of certain S corporations. Under the Code, the exclusion of interest from gross income for federal income tax purposes may have certain adverse federal income tax consequences on items of income, deduction or credit for certain taxpayers, including financial institutions, certain insurance companies, recipients of Social Security and Railroad Retirement benefits, those that are deemed to incur or continue indebtedness to acquire or carry tax- exempt obligations, and individuals otherwise eligible for the earned income tax credit. The applicability and extent of these or other tax consequences will depend upon the particular tax status or other tax items of the owner of the Series 2007 Bonds. Bond Counsel will express no opinion regarding those consequences. Purchasers of the Series 2007 Bonds at other than their original issuance at the respective prices indicated on the cover of this Official Statement should consult their own tax advisers regarding other tax considerations such as the consequences of market discount. 39 'Original Issue Discount and Original Issue Premium Certain of the Series 2007 Bonds ("Discount Bonds") as indicated on the inside cover of this Official Statement were offered and sold to the public at an original issue discount ("OID"). OID is the excess of the stated redemption price at maturity (the principal amount) over the "issue price" of a Discount Bond. The issue price of a Discount Bond is the initial offering price to the public (other than to bond houses, brokers or similar persons acting in the capacity of underwriters or wholesalers) at which a substantial amount of the Discount Bonds of the same maturity is sold pursuant to that offering. For federal income tax purposes, OID accrues to the owner of a Discount Bond over the period to maturity based on the constant yield method, compounded semiannually (or over a shorter permitted compounding interval selected by the owner). The portion of OID that accrues during the period of ownership of a Discount Bond purchased in the initial offering at the price for such Discount Bond stated on the inside cover of this Official Statement (i) is interest excludable from the owner's gross income for federal income tax purposes to the same extent, and subject to the same considerations discussed above, as other interest on the Series 2007 Bonds, and (ii) is added to the owner's tax basis for purposes of determining gain or loss on the maturity, redemption, prior sale or other disposition of that Discount Bond. The amount of OID that accrues each year to a corporate owner of Discount Bonds is taken into account in computing the corporation's liability for federal alternative minimum tax. A purchaser of a Discount Bond at its issue price in the initial public offering who holds that Discount Bond to maturity will realize no gain or loss upon the retirement of that Discount Bond. Certain of the Series 2007 Bonds ("Premium Bonds") as indicated on the inside cover of this Official Statement were offered and sold to the public at a price in excess of their stated redemption price (the principal amount) at maturity. That excess constitutes bond premium. For federal income tax purposes, bond premium is amortized over the period to maturity of a Premium Bond, based on the yield to maturity of that Premium Bond (or, in the case of a Premium Bond callable prior to its stated maturity, the amortization period and yield may be required to be determined on the basis of an earlier call date that results in the lowest yield on that Premium Bond), compounded semiannually. No portion of that bond premium is deductible by the owner of a Premium Bond. For purposes of determining the owner's gain or Toss on the sale, redemption (including redemption at maturity) or other disposition of a Premium Bond, the owner's tax basis in the Premium Bond is reduced by the amount of bond premium that accrues during the period of ownership. As a result, an owner may realize taxable gain for federal income tax purposes from the sale or other disposition of a Premium Bond for an amount equal to or Tess than the amount paid by the owner for that Premium Bond. A purchaser of a Premium Bond at its issue price in the initial public offering who holds that Premium Bond to maturity (or, in the case of a callable Premium Bond, to its earlier call date that results in the lowest yield on that Premium Bond) will realize no gain or Toss upon the retirement of that Premium Bond. Owners of Discount and Premium Bonds should consult their own tax advisers as to the determination for federal income tax purposes of the amount of OID or bond premium properly accruable in any period with respect to the Discount or Premium Bonds and as to other federal tax consequences and the treatment of OID and bond premium for purposes of state and local taxes on, or based on, income.) RATINGS Moody's Investor's Service ("Moody's"), Fitch Ratings ("Fitch") and Standard & Poors Ratings Services ("S&P") have assigned their municipal bond ratings of " ," " " and " ," respectively, to the Series 2007 Bonds with the understanding that upon delivery of the Series 2007 Bonds, the municipal 40 bond insurance policy will be issued by the Insurer. In addition, Moody's, Fitch and S&P have assigned underlying ratings of " ," "" and " ", respectively, without giving any regard to such municipal bond insurance policy. The ratings reflect only the views of said rating agencies and an explanation of the ratings may be obtained only from said rating agencies. There is no assurance that such ratings will continue for any given period of time or that they will not be lowered or withdrawn entirely by the rating agencies, or any of them, if in their judgment, circumstances so warrant. A downward change in or withdrawal of any of such ratings, may have an adverse effect on the market price of the Series 2007 Bonds. FINANCIAL ADVISOR The City has retained First Southwest Company as Financial Advisor in connection with the City's financing plans and with respect to the authorization and issuance of the Series 2007 Bonds. The Financial Advisor did not participate in the underwriting of the Series 2007 Bonds. AUDITED FINANCIAL STATEMENTS The General Purpose Audited Financial Statements of the City for the fiscal year ending September 30, 2006 (the "Audited Financial Statements"), and report thereon of Rachlin Cohen & Holtz LLP (the "Independent Certified Public Accountant") are attached hereto as 'APPENDIX D — GENERAL PURPOSE AUDITED FINANCIAL STATEMENTS OF THE CITY OF MIAMI FOR FISCAL YEAR ENDED SEPTEMBER 30, 2006." Such statements speak only as of September 30, 2006. The Audited Financial Statements have been included as a public document and the Independent Certified Public Accountant has not consented to the inclusion of such Audited Financial Statements in this Official Statement nor have they participated in the preparation of the Official Statement. UN DERWRITING The Series 2007 Bonds are being purchased by the underwriters shown on the cover of the Official Statement (collectively, the "Underwriters") at an aggregate purchase price of $ (the par amount of the Series 2007 Bonds, [plus net original issue premium] of $ , less Underwriters' discount of . The Underwriters' obligations are subject to certain conditions precedent described in the Bond Purchase Contract entered into between the City and the Underwriters, and they will be obligated to purchase all of the Series 2007 Bonds if any Series 2007 Bonds are purchased. The Series 2007 Bonds may be offered and sold to certain dealers (including dealers depositing such Series 2007 Bonds into investment trusts) at prices lower than such public offering prices, and such public offering prices may be changed, from time to time, by the Underwriters. CONTINGENT FEES The City has retained Bond Counsel, Financial Advisor and Disclosure Counsel with respect to the authorization, sale, execution and delivery of the Series 2007 Bonds. Payment of the fees of such professionals and an underwriting discount to the Underwriters are each contingent upon the issuance of the Series 2007 Bonds. 41 ENFORCEABILITY OF REMEDIES The remedies available to the owners of the Series 2007 Bonds upon an event of default under the Resolution and the Policy are in many respects dependent upon judicial actions which are often subject to discretion and delay. Under existing constitutional and statutory law and judicial decisions, including specifically the federal bankruptcy code, the remedies specified by the Indenture, the Series 2007 Bonds and the Policy may not be readily available or may be limited. The various legal opinions to be delivered concurrently with the delivery of the Series 2007 Bonds, including Bond Counsel's approving opinion, will be qualified, as to the enforceability of the remedies provided in the various legal instruments, by limitations imposed by bankruptcy, reorganization, insolvency or other similar laws affecting the rights of creditors enacted before or after such delivery. CONTINUING DISCLOSURE The City will covenant for the benefit of the Series 2007 Bondholders to provide certain financial information and operating data relating to the City and the Series 2007 Bonds in each year, and to provide notices of the occurrence of certain enumerated material events. The City has agreed to file annual financial information and operating data and its audited financial statements with each nationally recognized municipal securities information repository then approved by the Securities and Exchange Commission (the "NRMSIRs"), as well as any state information depository that is established in the State (the "SID"). Currently, there are no such SIDs. The City has agreed to file notices of certain enumerated material events, when and if they occur, with the NRMSIRs or the Municipal Securities Rulemaking Board, and with the SIDs, if any. The obligation undertaken is an obligation to provide only limited information at limited times and may not include all information necessary to value the Series 2007 Bonds. The specific nature of the financial information, operating data, and of the type of events which trigger a disclosure obligation, and other details of the undertaking are described in "APPENDIX F - FORM OF DISCLOSURE DISSEMINATION AGENT AGREEMENT" attached hereto. The Disclosure Dissemination Agent Agreement shall be executed by the City prior to the issuance of the Series 2007 Bonds. These covenants have been made in order to assist the Underwriters in complying with the continuing disclosure requirements of Rule 15c2-12 promulgated by the Securities and Exchange Commission (the "Rule"). With respect to the Series 2007 Bonds, no party other than the City is obligated to provide, nor is expected to provide, any continuing disclosure information with respect to the Rule. The City has never failed to comply with any prior agreements to provide continuing disclosure information pursuant to the Rule. ACCURACY AND COMPLETENESS OF OFFICIAL STATEMENT The references, excerpts, and summaries of all documents, statutes, and information concerning the City and certain reports and statistical data referred to herein do not purport to be complete, comprehensive and definitive and each such summary and reference is qualified in its entirety by reference to each such document for full and complete statements of all matters of fact relating to the Series 2007 Bonds, the security for the payment of the Series 2007 Bonds and the rights and obligations of the owners thereof and to each such statute, report or instrument. The appendices attached hereto are integral parts of this Official Statement and must be read in their 42 entirety together with all foregoing statements. The information and expressions of opinions herein are subject to change without notice and neither the delivery of this Official Statement nor any sale made hereunder is to create, under any circumstances, any implication that there has been no change in the affairs of the City from the date hereof, FORWARD -LOOKING STATEMENTS This Official Statement contains certain "forward -looking statements" concerning the City's operations, performance and financial condition, including its future economic performance, plans and objectives and the Likelihood of success in developing and expanding. These statements are based upon a number of assumptions and estimates which are subject to significant uncertainties, many of which are beyond the control of the City. The words "may," "would," "could," "will," "expect," "anticipate," "believe," "intend," "plan," "estimate" and similar expressions are meant to identify these forward -looking statements. Actual results may differ materially from those expressed or implied by these forward -looking statements. MISCELLANEOUS Any statements made in this Official Statement involving matters of opinion or of estimates, whether or not so expressly stated are set forth as such and not as representations of fact, and no representation is made that any of the estimates will be realized. Neither this Official Statement nor any statement that may have been made verbally or in writing is to be construed as a contract with the owners of the Series 2007 Bonds. AUTHORIZATION OF OFFICIAL STATEMENT The execution and delivery of this Official Statement has been duly authorized and approved by the City. At the time of delivery of the Series 2007 Bonds, the City will furnish a certificate to the effect that nothing has come to their attention which would lead it to believe that the Official Statement (other than information herein related to the Insurer, the Municipal Bond Insurance Policy, DTC, the book -entry only system of registration and the information contained under the caption "TAX MATTERS" as to which no opinion shall be expressed), as of its date and as of the date of delivery of the Series 2007 Bonds, contain an untrue statement of a material fact or omits to state a material fact which should be included therein for the purposes for which the Official Statement is intended to be used, or which is necessary to make the statements contained therein, in the light of the circumstances under which they were made, not misleading. THE CITY OF MIAMI, FLORIDA By: City Manager 43 APPENDIX A GENERAL INFORMATION REGARDING THE CITY AND THE COUNTY General Now 111 years old, the City of Miami, Florida (the "City") is part of the nation's eleventh largest metropolitan area. Incorporated in 1896, the City is the only major municipality conceived and founded by a woman, Julia Tuttle. According to the U.S. Census Bureau, the City's population in 1900 was 1,700 people. Today it is a city rich in cultural and ethnic diversity with more than 362,470 residents (as of the 2000 Census), 58.2% of them foreign born. In physical size the City is not large, encompassing only 34.3 square miles. The City is situated at the mouth of the Miami River on the western shore of Biscayne Bay, the main port entry in Florida. The City is the southernmost major city and seaport in the continental United States. The nearest foreign territory is the Bahamian Island of Bimini, 50 miles from the City's coast. In population, the City is the largest of the 35 municipalities that make up Miami -Dade County and is the county seat. Population City of Percent Miami -Dade Percent State of Percent Year Miami Change County Change Florida Change 1960 291,688 935,047 4,951,560 1970 331,553 13.6 1,267,792 35.6% 6,791,418 37.2% 1980 346,865 4.6 1,625,509 28.2 9,746,961 43.5 1990 358,648 3,4 1,937,194 19.2 12,938,071 32.7 2000 362,470 1.0 2,253,362 16.3 15,982,378 23.5 Source: University of Florida, Florida Statistical Abstract 2005, U.S, Census Bureau G overrun ent Since 1997, the City has been governed by a form of government known as the "Mayor -City Commissioner plan." The City Commission is the legislative body of the City. There are five Commissioners elected from designated districts within the City. The Mayor is elected at large every four years. As official head of the City, the Mayor has veto authority over actions of the Commission. The Mayor appoints the City Manager who functions as chief administrative officer. City elections are held in November every two years on a non -partisan basis, Candidates for Mayor must run as such and not for the Commission in general. At each election, two or three members of the Commission are elected for four-year terms. Thus, the terms are staggered so that there are always at least two experienced members of the Commission. The City Manager serves as the administrative head of the municipal government, charged with the responsibility of managing the City's financial operations and organizing and directing the administrative infrastructure. The City Manager also retains full authority in the appointment and supervision of department directors, preparation of the City's annual budget and initiation of the investigative procedures. A-1 In addition, the City Manager takes appropriate action on all administrative matters. Climate Miami's climate is sub -tropical -marine, characterized by long summers with abundant rain fall and mild, dry winters. The average temperature in the summer is 81.4 degrees Fahrenheit and 69.1 degrees Fahrenheit in the winter, with an average annual temperature of 75.4 degrees. Parks and Recreation Outdoor recreational activities like golf, tennis, running, bicycling, rollerblading, boating and fishing can be enjoyed year-round. Altogether, Miami -Dade County has over 300 parks and recreational areas totaling over one million acres, including Everglades and Biscayne National Parks. Eighteen public golf courses and 504 public tennis courts are available throughout the county. Miami -Dade County's area's 22 public beaches comprise 1,400 acres, which are freely accessible and are enjoyed year round by residents and tourists. Athletics for spectator sports fans are held at the City -owned Orange Bowl Stadium, the Miami Convention Center and the Miami Arena. Dolphin Stadium, which is used by the Miami Dolphins and the Florida Marlins, is located in North Central Dade County. Sports competition includes professional and college football, basketball, baseball and championship boat races. Other athletic events include amateur football, basketball, soccer, baseball, motorcycle speedway racing and rowing events. Education Miami -Dade County's public school system is the fourth largest in the United States. The countywide school district offers a wide variety of programs to meet the needs of its 365,784 students. For example, Miami-Dade's magnet schools provide intensive levels of instruction in subjects like science and technology, foreign languages, health care, architecture, the performing arts and marine sciences. Other public school programs serve students with different academic, physical or emotional needs, including gifted, advanced and remedial courses. Miami -Dade County is also noted for its high quality private schools, which include Gulliver Academy, Miami Country Day School and Ransom Everglades, as well as numerous schools affiliated with religious organizations. Overall, 80% of graduating seniors, accounting for over 282,000 students, continue their education in a post -secondary institution. Miami -Dade County is also home to Miami -Dade Community College, the largest comprehensive community college in the United States. Florida international University has two convenient and highly rated academic programs. The University of Miami, a private undergraduate and graduate institution, includes diversified research facilities and exceptional schools of law, music, medicine, and marine sciences. Barry University, St. Thomas University, and Florida Memorial College offer degrees in a variety of subjects. A-2 Medical Miami -Dade County has the largest concentration of medical facilities in Florida, with 32 hospitals and more than 32,000 licensed health care professionals. Nursing homes, adult congregate living facilities and home health care services also serve the region. The University of Miami Jackson Memorial Medical Center, the second-largest public hospital in the nation, forms the hub of the region's medical centers, which includes world-renowned specialized facilities like Bascom Palmer Eye Institute, the Mailman Center for Child Development and the Sylvester Comprehensive Cancer Center. Miami -Dade County has an extensive network of community hospitals, such as Mount Sinai Medical Center, Cedars Medical Center, Baptist Hospital, Mercy 1-Iospital and Miami Children's Hospital. Nine area hospitals have formed the Miami Medical Alliance, a cooperative effort to serve patients from Latin America and the Caribbean. Transportation Miami -Dade County has a comprehensive transportation network designed to meet the needs of residents, travelers and area businesses. The county's internal transportation system includes Metrorail, a 22.1 mile above -ground system linking Kendall, South Miami, Coral Gables, Brickell Avenue, Downtown Miami, the Medical Center, Northwest Dade and Hialeah. Metromover, a 4,4 mile automated loop, carries passengers around downtown Miami, Brickell Avenue and the Omni shopping center areas, Miami -Dade County's Metrobus covers 38 million miles per year and over 100 passenger trips annually. The County also provides para-transit services to qualified riders in the amount of 1.4 million passenger trips annually, Cargo rail service is available from both the airport and seaport, and Amtrak has a passenger station in the City. Tri-Rail, a 72-mile train system, links West Palm Beach, Boca Raton, Fort Lauderdale, Hollywood and Miami International Airport. Miami International Airport. Miami International Airport is one of the busiest airports in the world for both passengers and cargo traffic. It ranks sixteenth in the nation and twenty eighth in the world in passenger traffic through the airport. The airport ranks fourth in the nation and eleventh in the world in tonnage of domestic and international cargo movement. In 2006 over 32 million air travelers were serviced by Miami International Airport, and approximately 1.95 million tons of cargo was handled. More than 90 airlines serve Miami International Airport, flying passengers non-stop to more than 100 destinations on four continents. Port of Miami. The Port of Miami, known as the "cruise capital of the world," is operated by the Seaport Department of the Miami -Dade County. In 2006, 3,600,000 passengers sailed from the Port aboard one of the 8 cruise companies who operate out of Miami, The Port of Miami is also a hub for Caribbean and Latin American commerce. These countries account for over half of the 9.47 million tons cargo transferred in the port in 2005. The Port of Miami is also reaching out to the global community where trade with Asian countries accounted for almost 23% of the total cargo handled at the Port. The Port is also important to the U.S. economy, contributing in excess of $16 billion annually, which should increase after the completion of the Port's five year, $346 million capital improvement program. A-3 Economy The economic base of the City has diversified in recent years, shifting from reliance on the tourism industry to a combination of motion picture production, manufacturing, services industries and international trade. The area's advantages in terms of climate, geography, low taxes and skilled labor have combined to make the Miami area a prime relocation area for major manufacturing firms and international corporate headquarters. The following major companies have their Latin American headquarters located in the City: ABM AMRO Bank AT&T Latin America Caterpillar Clorox Latin America Exxon Mobi l Inter -America IBM Corporation Olympus Latin America Stanley Latin America Terra Networks USA Source: Beacon Council Acer Latin America Black & Decker Latin America Group Chevron -Texaco Eastman Chemical Latin America Federal Express Corporation Johnson & Johnson Oracle Latin America Tech Data The Gap American Express Canon Latin America Cisco Systems Ericsson Hewlett Packard Co. Latin America Komatsu Latin America Sony Broadcast Export Corporation Telefonica USA United Parcel Service Distribution of Major Employment Classifications for Miami -Dade County, Florida Occupational Title Construction Manufacturing Mining and Natural Resources Transportation, Warehousing, and Utilities Wholesale Trade Retail Trade Information Finance Activities Professional and Business Education and Health Services Leisure and Hospitality Other Services Government Percentage Employees of Totals 43,400 4.1% 49,600 4.7 400 0 61,300 5.9 75,100 7.2 115,800 11.1 28,400 2.7 69,900 6.7 163,400 15.6 137,700 13.2 101,700 9.7 45,400 4.3 1 54,400 14.8 Total Employed L046,50Q1 WO 0% Source: Miami -Dade County Annual Report to Bondholders A-4 Labor Force and Employment Statistics City of Miami, Florida Civilian Unemployment Florida Period Employment Labor Force gate Unemployment Rate 2002 142,555 156,153 8.7% 5.7% 2003 144,075 156,283 7.8 5.3 2004 146,734 158,039 7,2 4,7 2005 150,038 157,380 4.7 3.8 Source: Bureau of Labor Public Employers: Major Employers for Miami -Dade County Name Number of Employees Miami -Dade County Public Schools 50,000 Miami -Dade County 32,000 U.S. Federal Government 20,400 Florida State Government 17,000 Jackson Health System 10,500 Miami -Dade College 6,500 City of Miami 3,954 Florida International University 3,500 Miami Veteran Affairs Medical Center 2,400 City of Miami Beach 1,839 City of Hialeah 1,800 U.S. Coast Guard 1,224 U.S. Southern Command 1,200 City of Coral Gables 1,059 City of North Miami Beach 761 Source: City of Miami Comprehensive Annual Financial Report, September 2006 Private Employers: Name Baptist Health Systems of South Florida University of Miami American Airlines United Parcel Service Bell South Winn Dixie Stores Precision Response Corporation Publix Super Markets Florida Power & Light Company Macy's of Florida Royal Caribbean international Mount Sinai Medical Center Carnival Cruise Lines Source: The beacon Council Number of Employees 10,683 9,367 9,000 5,000 4,800 4,616 4,196 4,000 3,665 3,368 3,300 3,000 3,000 Name American Sales & Management Miami Children's Hospital Wachovia Bank, N.A. Mercy Hospital Cordis (a Johnson & Johnson Company) Miami Herald Publishing Co. Assurant Group Cedars Medical Center Burger King Corporation MasTec Beckman Coulter Corp. Bank of America Boston Scientific Record of Building Permits, 2003 through 2006 City of Miami, Florida Number of Employees 2,800 2,571 2,500 2,433 2,200 2,000 2,000 2,000 1,907 1,800 1,800 1,700 1,500 New Other New Other Commercial Commercial Residential Residential Fiscal Building Estimated Building Building Estimated Building Year Permits Cost Permits Permits Cost Permits 2005-2006 11 $21,020,425 116 146 $23,395,497 246 2004-2005 10 $15,881,915 101 256 $41,468,365 257 2003-2004 352 $337,574,182 1,713 4,347 $584,487,135 3,908 Source: City of Miami, Florida Building Department A-6 Year 2002 2003 2004 2005 2006 Per Capita Personal Income Source: Florida Research and Economic Database 0) Data is for Metropolitan Statistical Area Millage Rates Miami()) (dollars) Florida (dollars) $27,074 $29,709 27,670 30,341 29,076 32,577 N/A 34,099 N/A N/A The City has reduced its millage rate each year beginning with Fiscal Year 2000. The following table shows millage rates for the City for fiscal years ending September 30, 1998 through September 30, 2008. The City of Miami, Florida Property Tax Rates General Fiscal Year Tax Roll Year Operations Debt Service Total City 1998 1997 9.59950 1.92000 11.51950 1999 1998 10.00000 1.79000 11.79000 2000 1999 9.50000 1.40000 10.90000 2001 2000 8.99500 1.28000 10.27500 2002 2001 8.99500 1.21800 10.21300 2003 2002 8.85000 1.21800 10.06800 2004 2003 8.76250 1.08000 9.84250 2005 2004 8.71625 0.95000 9.66625 2006 2005 8.49950 0.76500 9.26450 2007 2006 8.37450 0.62100 8.99550 2008 2007 7.29990 0.57760 7.87750 Source: City of Miami Comprehensive Annual Financial Report FY 2006 and Miami -Dade County Property Appraiser's Office. Note: All millage rates are based on $1 for every $1,000 of assessed value. A-7 Assessed Valuations The following table shows the assessed valuations for the City for fiscal years ending September 30, 1998 through September 30, 2007. Fiscal Year Ended Sept. 30, 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 The City of Miami, Florida Net Assessed Value And Estimated Actual Value Of Taxable Property Last Ten Fiscal Years Real Property Residential Property $5,476,130,675 5,796,864,025 6,000,474,083 6,612,151,524 7,679,048,886 8,789,474,779 10,364,157,774 11, 404, 465,779 14, 581, 899,932 16, 950, 453,823 Commercial Property $5,564,886,455 5,835,981,002 6,113,340,757 6,730,517,606 7,380,571,799 8,369,950,851 9,870,433,741 13,896,738,380 17,785,200,671 20,253,375,181 Personal Property $1,334,992,653 1,480,211,283 1,657,551,519 1,770,392,311 1,878,266,085 1,711,697,688 1,695,110,542 1,676,173,129 1,722,943,295 1,844,607,813 Net Assessed Value $12,376,009,783 13,113,056,310 13,771,366,359 15,113,061,441 16,937,886,770 18,871,123,318 21,929, 702,057 26,977,377,288 34,090,043,898 39,048,436,817 Total City Tax Millage 11.79 10.90 10.28 10.21 10.07 9.84 9.67 9.26 8.99 7.88 Estimated Actual Value $17,901,918,921 18,857,553,034 20,061,032,742 22,035,829,555 24,759, 964, 620 27,717,908,682 32,133,104, 422 39,120,899,711 48,924,943,246 NIA Source: Miami -Dade County Property Appraiser's Office Note: Property in the City is reassessed each year. State law requires the Property Appraiser to appraise property at 100%of market value. The Florida Constitution was amended, effective January I,1995, to limit annual increases in assessed value of property with homestead exemption to 3 percent per year or the amount of the Consumer Price Index, whichever is lower. The increase is not automatic since no assessed value shall exceed market value. Tax rates are per $1,000 of assessed value, Tax Collection It is the Miami -Dade County Tax Collector's duty on or before June 1 of each year to advertise and sell tax certificates on real property delinquencies extending from the previous April 1. The tax certificates must not be less than the amount of the taxes plus interest from April 1 to the date of sale, together with the cost of advertising and expense of sale. Delinquent real property taxes bear interest at the rate of 18% per year from April 1 until a certificate is sold at auction, at which time the interest rate is as bid by the buyer of the certificate not to exceed 18%. Delinquent taxes may be redeemed prior to sale of the tax certificates upon payment of all costs, delinquent taxes, and interest. The minimum interest for delinquent taxes paid prior to the sale of a certificate is 3%. A tax certificate may be redeemed by paying the Miami -Dade County Tax Collector the face value of the certificate, interest, costs, charges and omitted taxes, if any, plus a redemption fee of $5. The redeemer must pay the interest rate due on the certificate or 5% of the face amount of the certificate, whichever amount is greater, unless the certificate was bid at no interest. A-8 Florida law provides a different method for the collection of delinquent tangible personal property taxes, which includes the possible seizure and sale of the tangible personal property. Tax Deeds After two years from April 1 of the year of issuance of the tax certificate and before seven years of the date of issuance, a private holder of any unredeemed tax certificate may apply for a tax deed to the property. Miami -Dade County, for tax certificates that it has acquired, also has a two-year minimum wait period for purchase of a tax deed, beginning April 1 of the year of issuance of the certificate. Such procedures are governed by State law applicable to all Florida counties. The request for a tax deed is referred to the Clerk of the Circuit Court of Miami -Dade County who will hold an auction after the proposed sale of the tax deed has been advertised for four consecutive weeks in a newspaper as prescribed by law. The following table shows tax levies and tax collections in the City for the last ten fiscal years. Fiscal Year Ended September 30, 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 Total Tax Levied for Fiscal Year $128,661,000 132,850,000 134,743,241 145,913,155 143,932,314 141,425,410 152,339,301 167,490,551 186,253,134 208,091,814 242,077,783 The City of Miami, Florida Property Tax Levies And Collections Collected Within the Fiscal Year of the Levy Percent Amount of Lev, $120,519,000 93.67% 128,783,000 96.94 127,911,000 94.93 143,515,000 98.36 136,028,063 95.17 134,535,715 95.13 146,185,141 95.96 157,339,038 93.94 183,845,937 98.71 199, 072,981 95.67 234,361,909 96.81 Collections in Subsequent Years $7,777,558 3,479,776 6,330,294 1,405,841 6,174,244 5,959,373 4,079,641 7,735,274 1,640,252 2,379,977 Total Collections to Date Amount $128,296,558 132,262,776 134,241,294 144,920,841 142,202,307 140,495,088 150,264,782 165,074,312 185,486,189 201,452,958 234,361,909 Source: City of Miarni, Finance Department and Miami -Dade County Tax Collector's Office A-9 Percent of Levy 99.72% 99.56 99.63 99.32 99.49 99.34 98.64 98.56 99.59 96.81 96.81 As of 2006, the City's ten largest ad valorem taxpayers, the nature of their activities, the assessed values of their properties (in thousands of dollars), and their relative percentage of total assessed property values in the City follows: Ten Largest Tax Assessments 2006 Assessed Values Taxpayer SRI Miami Ventures, LP Teachers Iris. & Annuity Association of America Florida Power & Light Prudential Insurance Co. 1111 Brickell Office LLC Terremark Park Place Biscayne Tower Group Swire Properties Cedars Healthcare Group Total ]Nature of Activity Real Estate Investments Real Estate Investments Utility Real Estate Investments Real Estate Investments Real Estate Investments Office Building Office Building Rea! Estate Investments Healthcare Source: City of Miami Comprehensive Annual Financial Report, September 2006 Budget Assessed Value $287,500,000 262,400,000 256,476,419 167,000,000 128,800,000 125,390,640 113,983,435 100,600,000 88,695,772 83,689,876 $1,614,536,142 Percent of Total Assessed 1.07% 0.97 0.95 0.62 0.48 0.46 0.42 0.37 0.33 0.31 5.98% The City's Fiscal Year 2007 Budget was adopted on September 26, 2006. As shown on the chart below, the Fiscal Year 2007 Budget is approximately $508,136,185, an increase of 322% ($16.3 million) from the Fiscal Year 2006 Budget. Such variance can be attributable to the Public Safety budget which comprises 36.57% of the Fiscal Year 2007 Budget being increased by $3.4 million to add 45 new police and fire -rescue positions; the Risk Management budget being decreased by $17.8 million and the Group Benefits budget being increased by $19.4 million due to the re -categorization of benefits and the Pension fund budget being increased by $5.4 million to fund the increase in the previous year's actuarially calculated required contribution. Additionally, an additional $3 million was budgeted in Other Revenue due to a higher than expected increase in miscellaneous revenues, a $1.2 million increase in the Charges for Services budget due to an increase in parking surcharge collections and a $1.5 million increase in Licenses and Permits budget due to higher than anticipated collections in special use permits and energy conservation permits. Further, the millage rate decreased from 8.4995 mills in Fiscal Year 2006 to 8.3745 mills in Fiscal Year 2007. The City is in the process of adopting the Fiscal Year 2008 Budget. Such budget process requires two public hearings, the first of which was held on September 11, 2007 and the second hearing is scheduled for September 27, 2007 at which time a final Fiscal Year 2008 Budget will be adopted. See chart below for the A-10 proposed Fiscal Year 2008 Budget. [Such proposed budget could be amended and the final adopted budget may differ.] The proposed Fiscal Year 2008 Budget is approximately $523,713,803, an increase of 3.07% from the Fiscal Year 2007 Budget. Such variance can be attributable to an increase in Fines and Forfeitures of 13.34% due to projected increase to Metro Court Fines and Forfeitures, Code Enforcement Penalty and Ticketing Fines; an increase in Licenses and Permits of 11.58%; an increase in Other Revenues (inflows) of 19.32% due to an increase in the use of General Fund Balance over the prior fiscal year period for the payment of the Fire Fee settlement and an increase in Miscellaneous Revenue based on historical collection rates. The City is proposing to reduce it Operating Expenses and Capital Outlay expenses. The Transfers (Out) will increase by 29% due to city-wide vehicle replacements and an OPEB contribution. Additionally, the millage rate decreased from 8.3745 mills in Fiscal Year 2007 to 7.8775 mills in Fiscal Year 2008, due to the recent legislative changes. [Remainder of page intentionally left blank] A-11 2007 Appropriated Budget and 2008 Proposed Budget The chart below shows the City's Fiscal Year 2007 Budget versus the Fiscal Year 2006 Budget and the proposed Fiscal Year 2008 Budget. FY 2008 FY 2007 FY 2006 FY 2006 Proposed Adopted Adopted Increase Revised Budget* Budget Budget (Decrease) Budget Revenues Property Taxes $261,026,148 $255,377,267 $213,896,609 $41,480,658 $213,896,609 Franchise Fees and Other Taxes 37,005,000 36,060,759 34,358,226 1,702,533 34,858,226 Interest 8,115,000 8,101,000 7,571,000 530,000 7,571,000 (Transfers) 39,492,737 36,737,086 51,628,734 (14,891,648) 53,939,513 Fines and Forfeitures 5,208,555 4,595,500 4,475,500 120,000 4,475,500 Intergovernmental Revenues 41,151,996 40,72I,218 39,354,366 1,366,852 38,054,366 Licenses and Permits 29,658,555 26,581,392 23,536,650 3,044,742 25,186,650 Other Revenues (Inflows) 19,205,100 16,095,147 32,935,925 (16,840,778) 36,717,426 Charges for Services 82,850 712 83,866,817 84,007,650 (140,833) 84,037,484 Total Revenues (Inflows) $523,713,803 $5041361$6 $491,764,.6 0 $16,372,,526 $498,735,724 Expenditures General Government $45,570,476 45,899,786 44,783,939 1,115,847 45,086,448 Planning & Development 11,771,871 11,134,289 10,692,132 442,157 11,150,865 Public Works 56,820,488 58,123,410 54,778,232 3,345,178 55,638,232 Public Safety 207,445,872 185,831,680 176,281,734 9,549,946 176,570,927 Public Facilities 7,478,665 7,443,216 7,659,326 (216,110) 7,756,402 Parks & Recreation 21,732,908 20,048,319 17,519,645 2,528,674 18,419,645 Risk Management 52,420,609 33,768,550 51,551,812 (17,783,262) 34,263,573 Organizational Support -Group Benefits 26,736,867 7,321,813 19,415,054 24,610,052 Pension 65,945,032 85,066,764 79,644,316 5,422,448 79,644,316 Non -Departmental 24,666,475 12,247,386 13,754,192 (1,506,806) 9,400,339 (Transfers) 29,861,407 21,835,919 27,777,519 (5 94L600,) 36,195,975 Total Expenditures (Outflows) $523,713,8Q3 $55( 136.186 - ,764,66Q $ ,371,526 $49.8,73.6 724 'E Not yet adopted A-12 Direct Debt The City has met certain of its financial needs through debt financing. The table which follows is a schedule of the outstanding debt of the City as of September 30, 2006, including that which is payable from sources other than ad valorem taxes. DESCRIPTION General/Limited Ad Valorem Obligations: General Obligation Refunding Bonds, Series 1992 Homeland Defense/Neighborhood CIP, Series 2002A General Obligation Refunding Bonds, Series 2002A General Obligations Bonds, Other Issues General Obligation Refunding Bonds, Series 2003 General Obligation Refunding Bonds, Series 2003E Special Obligation and Revenue Bonds and Loans: Special Revenue Refunding Bonds, Series 1987 Community Entitlement Revenue Bonds, Series 1990 Special Obligation Non -Ad Valorem, Series 1995 Special Obligation Non -Ad Valorem Revenue, Series 1995 Special Revenue Refunding Bonds, Series 2002A Special Revenue Refunding Bonds, Series 2002B Special Revenue Refunding Bonds, Series 2002C Loans: Sunshine State Governmental Financing Commission Loans Sunshine State Governmental Financing SEOPW - Section 108 HUD Loan Wynwood - Section 108 HUD Loan Wagner Square - Section 108 HUD Loan Sunshine State Governmental Financing Commission - Secondary Loan Gran Central Corporation Loan Source: City of Miami Finance Department Total Loans Total Debt A-13 Amount Issued Outstanding Balance $ 70,100,000 $ 11,015,000 153,186,406 150, 651,932 32,510,000 28,170,000 23,190,000 1,565,000 18,680,000 9,765,000 4,180,000 4,140,000 $301,846,406 $205,306,932 $ 65,271,325 $ 8,901,060 11,500,000 2,335,000 22,000,000 2,365,000 72,000,000 61,815,000 27,895,000 27,895,000 13,170,000 3,495,000 28,390,000 25,325,000 $240,226,325 $132,131,061 $27,630,900 $10,751,700 5,100,000 3,800,000 5,500,000 3,260,000 1,000 1,000 3,500,000 1,695,000 1,708, 864 1,708,864 $43,440,764 $21,216,564 585,513 495 $358,654,556 IThe following sets forth the aggregate debt service requirements for the City's outstanding general obligation debt as of September 30, 2006.] Fiscal Year Ended September 30 Principal Interest Total Debt Service 2007 $ 6,540,000.00 $ 2,595,180.02 $ 9,135,180.02 2008 5,840,000.00 2,297,690.02 8,137,690,02 2009 5,415,000,00 2,007,236.60 7,422,236.60 2010 5,550,000.00 1,761,675.63 7,311,675.63 2011 5,875,000.00 1,525,557.50 7,400,557.50 2012 5,980,000.00 1,251,587.53 7,231,587.53 2013 5,675,000.00 965,018.78 6,640,018.78 2014 6,105,000.00 685,943.76 6,790,943.76 2015 6,275,000.00 407,281.26 6,682,281,26 2016 685,000.00 70,000.00 755, 000.00 2017 715,000.00 35,750.00 750, 750.00 2018 0.00 300.00 300,00 Total $540.00 $13,603,22110 $68,258,221 10 A-14 APPENDIX B THE BOND RESOLUTION B-1 APPENDIX C GENERAL PURPOSE AUDITED FINANCIAL STATEMENTS OF THE CITY OF MIAMI FOR FISCAL YEAR ENDED SEPTEMBER 30, 2006 C-1 APPENDIX D FORM OF BOND COUNSEL OPINION D-1 APPENDIX E SPECIMEN MUNICIPAL BOND INSURANCE POLICY E-I APPENDIX F FORM OF DISCLOSURE DISSEMINATION AGENT AGREEMENT F-1 EXHIBIT F CONTINUING DISCLOSURE AGREEMENT Exhibit F the form of the final agreement will be provided and executed upon issuance of the Series 2007 Bonds and will be on file with the City Clerk's Office F-1 DISCLOSURE DISSEMINATION AGENT AGREEMENT This Disclosure Dissemination Agent Agreement (the "Disclosure Agreement"), dated as of , 2007, is executed and delivered by The City of Miami, Florida (the "City") and Digital Assurance Certification, L.L.C., as exclusive Disclosure Dissemination Agent (the "Disclosure Dissemination Agent" or "DAC") for the benefit of the Holders (hereinafter defined) of the Bonds (hereinafter defined) and in order to provide certain continuing disclosure with respect to the Bonds in accordance with Rule 15c2-12 of the United States Securities and Exchange Commission under the Securities Exchange Act of 1934, as the same may be amended from time to time (the "Rule") 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. "Annual Filing Date" means the date, set in. Sections 2(a) and 2(f), by which the Annual Report is to be filed with the Repositories. "Annual Financial Information" means annual financial information as such term is used in paragraph (b)(5)(i) of the Rule and specified in Section 3(a) of this Disclosure Agreement. "Audited Financial Statements" means the financial statements (if any) of the City for 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 the 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 stating that the Annual Report, Audited Financial Statements, Voluntary Report or Notice Event notice delivered to the Disclosure Dissemination Agent is the Annual Report, Audited Financial Statements, Voluntary Report or Notice Event notice required to be submitted to the Repositories under this Disclosure Agreement. A -Certification shall accompany each such document submitted to the Disclosure Dissemination Agent by the City and include the full name of the Bonds and the 9-digit CUSIP numbers for all Bonds to which the document applies. 1 "Disclosure Representative" means Finance Director or her designee, the senior member of tl, e City or his 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. "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. 1 N "Holder" means any person (a) having the power, directly or indirectly, to vote or 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" means the Municipal Securities Rulemaking Board established pursuant to Section 15B(b)(1) of the Securities Exchange, Act of 1934. "National Repository" means any Nationally Recognized Municipal Securities Information Repository for purposes of the Rule. The list of National Repositories maintained by the United States Securities and Exchange Cbrninission shall be conclusive for purposes of determining National Repositories. Currently, the following are National Repositories: 1. Bloomberg Municipal Repository 100 Business Park Drive Skillman, New jersey 08558 Phone: (609) 279-3225 Fax: (609) 279-5962 http:/Iwww.bloomberg.com/markets/rates/municontacts.html Email: Munis@Bloomberg.com 2. DPC Data Inc. One Executive Drive Fort Lee, New Jersey 07024 Phone: (201) 346-0701 Fax: (201) 947-0107 http://www.dpcdata.com Email: nrmsir@dpcdata.com. 2 3. FT Interactive Data ; Attn: NRMSIR 100 William Street,15th Floor New York, New York 10038 Phone: (212) 771.-6999; (800) 689-8466 Fax: (212) 771-7390 http://www.ftid.corn! Email: NRMSIR@interactivedata.com 4. Standard & Poor's Securities Evaluations, Inc 55 Water Street 45th Floor New York, New York 10041 Phone: (212) 438-4595 Fax; (212) 438-3975 http:!/www_disclosuledirectory.standardandpoors.com1 Email: nrmsir repostory@sandp.com "Official Statement" means that Official Statement prepared by the City in connection with the Bonds, as listed on Appendix A, "Repository" means the MSRB, each National Repository and the State Depository (if any). "State Depository" means any public or private depository or entity designated by the State of Florida as a state information depository (if any) for the purpose of the Rule. The list of state information depositories maintained by the United States Securities and Exchange Commission shall be conclusive as to the existence of a State Depository. Currently, the following depositories are listed by the Securities and Exchange Commission as available State Depositories: x 1. Municipal Advisory: Council of Texas P.O. Box 2177 Austin, Texas 78768-2177 Phone: (512) 476-6947 Fax: (512) 476-6403 http://www.mactexas.com Email for filings: macComactexas.com ii 2. Municipal Advisory Council of Michigan 1445 First National Building Detroit, Michigan 48226-3517 Phone: (313) 963-0420 Fax: (313) 963-0943 http://www.macrni.com Email for filings: mac@macrai.com 3. Ohio Municipal Advisory Council 9321 Ravenna Road, Unit K Twinsburg, Ohio 44087-2445 Phone: (330) 963-7441 Toll -free: (800) 969-OMAC (6622) Fax: (330) 963-7553 http://www. ohiornac.com http://www.ohiosid.com Email for filings: sid fil.ings@ohiomac.com "Voluntary Report" means the information provided to the Disclosure Dissemination Agent by the City pursuant to Section 7. SECTION 2. Provision of Annual Reports: (a) The City shall provide, annually, an electronic copy of the Annual 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 Annual Report and the Certification, the Disclosure Dissemination Agent shall provide an Annual Report to each National Repository and the State Depository (if any) not later than not later than June 30th of each year, commencing with the fiscal year ending [September 30, 2007]. 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 the 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) 4 instruct the Disclosure Dissemination Agent in writing that the City will not be able to file the Annual Report within the time required tender 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)(12) has occurred and to immediately send a notice to each National Repository or the MSRB and the State Depository (if any) in substantially the form attached as I xhibit B. (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 the Disclosure Dissemination Agent to immediately send a notice to .each National Repository or the MSRB and the State Depository (if any) in substantially the: form attached as Exhibit B. • (d) If Audited Financial Statements of the City are prepared but not available prior to the Annual Filing Date, the City shall, when the Audited Financial Statements are available, provide in a timely manner an electrohic copy to the Disclosure Dissemination Agent, accompanied by a Certificate, for filing with each National Repository and the State Depository.. (if any). + (e) The Disclosure Dissemination Agent shall: (i) determine the name and address of each Repository each year prior to the Annual Filing Date; (ii) upon receipt, promptly file each Annual Report received under Section 2(a) with each National Repository, ,and the State Depository, (if any); (iii) upon receipt, promptly file each Audited Financial Statement received under Section 2(d) with each National Repository, and the State Depository (if any); (iv) upon receipt, promptly file the text of each disclosure to be made with each National Repository or the MSRB and the State Depository (if any) together with a completed copy of the MSRB Material Event Notice Cover Sheet in the form attached as Exhibit C, describing the event Uy 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); 4(a)(2); 2. "Non -Payment related defaults," pursuant to Sections 4(c) and 5 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); 8. "Bond calls," pursuant to Sections 4(c) and 4(a)(8); 9. "Defeasances," pursuant to Sections 4(c) and 4(a)(9); 10. "Release, substitution, or. sale of property securing repayment of the securities," pursuant to Sections 4(e) and 4(a)(10); 11. "Ratings changes," pursuant to Sections 4(c) and 4(a)(11); 12. "Failure to provide annual financial information as required," pursuant to Section 2(b)(ii) or Section 2(c), together with a completed copy of Exhibit B to this Disclosure Agreement; 13. "Other material event notice (specify)," 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. (f) The City may adjust the Annual 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 Repositories, 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 under the headings: 6 (b) Audited Financial Statements prepared in accordance with generally.. accepted accounting principles ("GAAP") will be included in the Annual Report; provided, however, if the audited financial statements of the City are not completed prior to June 30th of any year, the City shall provide unaudited financial statements on such date and shall provide the audited financial statements as soon as practicable following their completion. Audited Financial Statements (if any) will be provided pursu.nt to Section 2(d). Any or all of the items listed above may be 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 tstatement, it must be available from they MSRB. The City will clearly identify each such document so incorporated by reference. .. SECTION 4. Reporting of Notice invents. (a) The occurrence of any of the following events, if material, with respect to the Bonds constitutes a Notice Event: 1. PrincipaI 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 relating to the Bonds reflecting financial difficulties; 5. Substitution of creditor liquidity providers, or their failure to perform; 6. Adverse tax opinions or events affecting the tax-exempt status of the 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. Rating changes on the Bonds; 7 12. Failure to provide annual financial information as required; The City shall promptly notify 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 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. t (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), 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 of a Notice Event, the Disclosure Dissemination Agent shall promptly file a notice of such occurrence with the State Depository (if any) and (i) each National Repository, or (ii) the MSRB. SECTION 5. CUSIP Numbers. Whenever providing information to the Disclosure Dissemination Agent, including but not limited to Annual Reports, documents incorporated by rirference to the Annual Reports, Audited Financial Statements, notices of Notice Events, and Voluntary Reports filed pursuant to Section 7(a), the City shall indicate the full name of the Bonds and the 9-digit CUSIP numbers for the Bonds as to which the provided information relates. SECTION b. 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 Rule 10b-5 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. 8 SECTION 7. Voluntary Reports. (a) The City may instruct the bisclosure 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 4greement shall be deemed to prevent the City from disseminating any other information through the Disclosure Dissemination Agent .using the means of dissemination set 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, Annual Financial Statement, Voluntary Report or 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 withrespect to an issue of the Bonds upon the legal defeasance, prior redemption or payment in full of all of the Bonds of such issue, when the City i 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. Disclosure Dissemination Agent. The City has appointed Digital Assurance Certification, L.L.C. as exclusive Disclosure Dissemination Agent under this Disclosure Agreement. The City may, upon thirty days written notice to the Disclosure Dissemination Agent and the Trustee, replace or appoint a successor Disclosure Dissemination Agent. Upon termination of DAC's 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 for the benefit of the Holders of the Bonds. Notwithstanding any replacement or appointment of a successor, the City shall remain liable until payment in full for any and all sums 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 10. 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 9 with this Disclosure Agreement shall not constitute a default on the Bonds or under any other do Strnent relating to the Bonds, and all rights and remedies shall be limited to those expressly stilted herein. SECTION 11. Duties, Immunities and Liabilities of Disclosure Dissemination Agent. (a) The Disclosure Dissemination Agent shall have only such duties as are specifically set forth in this Disclosure Agreement. The Disclosure Dissemination Agent'* obligation to deliver the information at the times and with the contents described herein shalt be: 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 duty 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 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. THE CITY AGREES TO INDEMNIFY AND SAVE THE DISCLOSURE DISSEMINATION AGENT AND ITS RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS, HARMLESS AGAINST ANY LOSS, EXPENSE AND LIABILITIES WHICH THEY MAY INCUR ARISING OUT OF OR IN THE EXERCISE OR PERFORMANCE OF THEIR POWERS AND DUTIES HEREUNDER, INCLUDING THE COSTS AND EXPENSES (INCLUDING ATTORNEYS FEES) OF DEFENDING AGAINST ANY CLAIM OF LIABILITY, BUT EXCLUDING LIABILITIES DUE TO THE DISCLOSURE DISSEMINATION AGENT'S GROSS 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) The 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 neither of them shall incur any liability and shall be fully protected in acting in good faith upon the advice of such legal counsel. The fees and expenses of such counsel shall be payable by the City. SECTION 12. Amendment; Waiver. Notwithstanding any other provision of this Disclosure Agreement, the City and the Disclosure Dissemination Agent may amend this 10 Disclosure Agreement and any provision of this Disclosure Agreement may be waived, if such amyidment or waiver is supported by an opinion of counsel expert in federal securities laws acceptable to both the City and the Disclosure Dissemination Agent to the effect that such amendment or waiver does not materially impair the interests of Holders of 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 arty amendment modifying their respectiv6 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 Agreement 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 Jess 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 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 Trustee of the Bonds, 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. Governing Law. This Disclosure Agreement shall be governed by the laws of the State of New York (other than with respect to conflicts of laws). SECTION 15. Counterparts. This Disclosure Agreement may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. The 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 Dissemina tion Agent By: Name: Title: 11 THE CITY OF MIAMI, FLORIDA, as City By: Name: Pedro G. Hernandez Title: City Manager A 1'1'EST: Priscilla A. Thompson, City Clerk APPROVED AS TO FORM AND CORRECTNESS: Jorge L. Fernandez City Attorney APPROVED AS TO INSURANCE REQUIREMENTS: LeeAnn Brehm Risk Management Director EXHIBIT A NAME AND CUSIP NUMBERS OF BONDS Name of City The City of Miami, Florida 12 Obligated Person(s) Naiiie of Bond Issue: Date of Issuance: Date of Official Statement CUSIP Number: CUSIP Number: CUSIP Number: CUSIP Number: CUSIP Number: CUSIP Number: CUSIP Number: CUSIP Number: CUSIP Number: 15007/01/00079531.DOCv21 The City of Miami, Florida Special Obligation Bonds, Series 2007 (Street and Sidewalk Improvement Program) , 2007 , 2007 CUSIP Number: CUSIP Number: CUSIP Number: CUSIP Number: CUSIP Number: CUSIP Number: CUSIP Number: CUSS' Number: CUSIP Number: A-2 EXHIBIT B NOTICE TO REPOSITORIES OF FAILURE TO FILE ANNUAL REPORT City: Obligated Person: Name of Bond Issue: The City of Miami, Florida The City of Miami, Florida •t." Special Obligation Bonds, Series 2007 (Street and Sidewalk Improvement Program)' Date of Issuance: J 2007 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 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 that the Annual Report will be filed by Dated: cc: City Obligated Person Digital Assurance Certification, L.L.C., as Disclosure Dissemination Agent, on behalf of the City B-1 EXHIBIT C MATERIAL EVENT NOTICE COVER SHEET This cover sheet and material event notice should be sent to the Municipal Securities Rulemaking Board or to all Nationally Recognized Municipal Securities Information Repositories, and the State Information Depository, if applicable, pursuant to Securities and Exchange Commission Rule 15c2-12(b)(5)(i)(C) and (D). Issuer's and/or Other Obligated Person's Name: Issuer's Six -Digit CUSIP Number: or Nine -Digit CUSIP Nurnber(s) of the bon.1s to which this material event notice relates: Number of pages of attached material event,notice: Description of Material Events Notice (Check One): 1. _Principal and interest payment delinquencies 2. _Non -Payment related defaults 3. Unscheduled draws on debt service reserves rreflecting financial difficulties 4. _ ^Unscheduled draws on credit enhancements reflecting 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 of the security 7. Modifications to rights of securities holders 8. _Bond calls 9. Defeasances 10. 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) I hereby represent that I am authorized by the issuer or its agent to distribute this information publicly: Signa ture: Name: Title: Employer Digital Assurance Certification, L.L.C. C-1 Address: city, State, Zip Code: Voice Telephone Number: Please print the material event notice attached to this cover sheet in 10-point type or larger. The cover sheet and notice may be faxed to the MSRB at (703) 683-1930 or sent to CDIi ieL, Municipal Securities Rulemaking Board, 1900 Duke Street, Suite 600, Alexandria, VA 22314. Contact the MSRB at (703) 797-6600 with questions regarding this form or the dissemination of this notice. C-2