HomeMy WebLinkAboutExhibit - Bond ResosCERTIFICATE OF RECORDING OFFICER
1. I am the duly appointed and qualified City Clerk of the City of Miami,
Florida, and keeper of the records thereof, including the minutes of its proceedings;
2. A meeting was duly convened on October 22, 2009, in conformity with all
applicable requirements; a proper quorum was present throughout said meeting and the
instrument hereinafter mentioned was duly proposed, considered and adopted in
conformity with applicable requirements; and all other requirements and proceedings
incident to the proper adoption of said instrument have been duly fulfilled, carried out
and otherwise observed;
3. I am duly authorized to execute this Certificate; and
4. The copy of Resolution No. R-09-0509 annexed hereto, entitled:
A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF MIAMI,
FLORIDA, WITH ATTACHMENTS, PROVIDING FOR THE ISSUANCE OF
NOT TO EXCEED $120,000,000 IN AGGREGATE PRINCIPAL AMOUNT OF
CITY OF MIAMI, FLORIDA SPECIAL OBLIGATION PARKING REVENUE
BONDS, SERIES 2009 (MARLINS STADIUM PROJECT) TO BE ISSUED IN
ONE OR MORE SERIES ON A TAXABLE AND TAX-EXEMPT BASIS, TO
FINANCE THE CITY'S PORTION OF THE CONSTRUCTION OF THE
PARKING FACILITIES FOR THE NEW FLORIDA MARLINS BASEBALL
STADIUM AND COSTS OF ISSUANCE ASSOCIATED WITH THE SERIES
2009 BONDS, MAKING CERTAIN FINDINGS AND DETERMINATIONS;
DELEGATING TO THE CITY MANAGER THE DETERMINATION OF
CERTAIN MATTERS AND DETAILS CONCERNING THE SERIES 2009
BONDS; PROVIDING FOR THE FUNDING OF A RESERVE FUND;
AUTHORIZING A NEGOTIATED SALE OF THE SERIES 2009 BONDS;
APPROVING THE FORM AND AUTHORIZING THE EXECUTION .AND
DELIVERY OFA BOND PURCHASE AGREEMENT IN CONNECTION
THEREWITH, APPOINTING A PAYING AGENT AND BOND REGISTRAR;
APPROVING THE FORM AND AUTHORIZING THE EXECUTION AND
DELIVERY OF A PAYING AGENT AND REGISTRAR AGREEMENT;
APPROVING UNCERTIFICATED, BOOK ENTRY ONLY REGISTRATION
OF SAID SERIES 2009 BONDS WITH THE DEPOSITORY TRUST
COMPANY; APPROVING THE FORM AND AUTHORIZING THE
DISTRIBUTION OF A PRELIMINARY OFFICIAL STATEMENT AND AN
OFFICIAL STATEMENT AND PROVIDING FOR THE SELECTION OF A
FINANCIAL PRINTER THEREFOR; COVENANTING TO PROVIDE
CONTINUING DISCLOSURE IN CONNECTION WITH THE SERIES 2009
BONDS IN ACCORDANCE WITH SECURITIES AND EXCHANGE
235831
COMMISSION RULE 15c2-12 AND APPROVING THE FORM AND
AUTHORIZING THE EXECUTION AND DELIVERY OF A CONTINUING
DISCLOSURE AGREEMENT WITH RESPECT THERETO; AUTHORIZING
ALL REQUIRED ACTIONS BY THE CITY MANAGER AND ALL OTHER
CITY OFFICIALS; AND PROVIDING AN EFFECTIVE DATE.
is a true, correct and compared copy of the original instrument referred to in said
minutes and as finally adopted at said meeting, which is in full force and effect, except
as amended by subsequent resolution and, to the extent required by law, has been duly
signed or approved by the proper officer or officers and is on file and of record.
235831 2
File Number: 09-01150b Enactment Number: R-09-0509
A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF MIAMI,
FLORIDA, WITH ATTACHMENT(S), �MENT(S), PROVIDING FOR THE ISSUANCE OF NOT
TO EXCEED $120,000,000 IN AGGREGATE PRINCIPAL AMOUNT OF CITY OF
MIAMI, FLORIDA SPECIAL OBLIGATION PARKING REVENUE BONDS,
SERIES 2009 (MARLINS STADIUM PROJECT) TO BE ISSUED IN ONE OR MORE.
SERIES ON A TAXABLE AND TAX-EXEMPT BASIS, TO FINANCE THE CITY'S
PORTION OF THE CONSTRUCTION OF THE PARKING FACILITIES FOR THE
NEW FLORIDA MARLINS BASEBALL, STADIUM AND COSTS OF ISSUANCE
ASSOCIATED WITH THE SERIES 2009 BONDS; MAKING CERTAIN FINDINGS
AND DETERMINATIONS; DELEGATING TO THE CITY MANAGER THE
DETERMINATION OF CERTAIN MATTERS AND DETAILS CONCERNING THE
SERIES 2009 BONDS; PROVIDING FOR THE FUNDING OF A RESERVE FUND;
AUTHORIZING A NEGOTIATED SALE OF THE SERIES 2009 BONDS;
APPROVING THE FORM AND AUTHORIZING THE EXECUTION AND
DELIVERY OF A BOND PURCHASE AGREEMENT IN CONNECTION
THEREWITH; APPOINTING A PAYING AGENT AND BOND REGISTRAR,
APPROVING 'THE FORM AND AUTHORIZING THE EXECUTION AND
DELIVERY OF A PAYING AGENT AND REGISTRAR AGREEMENT;
APPROVING UNCERTIFICATED, BOOK ENTRY ONLY REGISTRATION OF
SAID SERIES 2009 BONDS WITH THE DEPOSITORY TRUST COMPANY,
APPROVING THE FORM AND AUTHORIZING THE DISTRIBUTION OF A
PRELIMINARY OFFICIAL, STATEMENT AND AN OFFICIAL STATEMENT AND
._PROVIDING FOR THE SELECTION OF A FINANCIAL PRINTER THEREFOR,
COVENANTING TO PROVIDE CONTINUING DISCLOSURE IN CONNECTION
WITH THE SERIES 2009 BONDS IN ACCORDANCE WITH. SECURITIES AND
EXCHANGE COMMISSION RULE 15c2-12 AND APPROVING THE FORM AND
AUTHORIZING THE EXECUTION AND DELIVERY OF A CONTINUING
DISCLOSURE AGREEMENT WITH RESPECT THERETO; AUTHORIZING ALL
REQUIRED ACTIONS BY THE CITY MANAGER AND ALL OTHER CITY
OFFICIALS; AND PROVTDINCAN EFFECTIVE 11E.
SEE COMPLETE LEGISLATION AS AN ATTACHMENT 09-01150b Complete Legislation.pdf (43
pages).
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Certified ®p
File Number: 09-01150b Enactment Number: R-09-0509
A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF MIAMI,
FLORIDA, WITH ATTACHMENT(S), �MENT(S), PROVIDING FOR THE ISSUANCE OF NOT
TO EXCEED $120,000,000 IN AGGREGATE PRINCIPAL AMOUNT OF CITY OF
MIAMI, FLORIDA SPECIAL OBLIGATION PARKING REVENUE BONDS,
SERIES 2009 (MARLINS STADIUM PROJECT) TO BE ISSUED IN ONE OR MORE.
SERIES ON A TAXABLE AND TAX-EXEMPT BASIS, TO FINANCE THE CITY'S
PORTION OF THE CONSTRUCTION OF THE PARKING FACILITIES FOR THE
NEW FLORIDA MARLINS BASEBALL, STADIUM AND COSTS OF ISSUANCE
ASSOCIATED WITH THE SERIES 2009 BONDS; MAKING CERTAIN FINDINGS
AND DETERMINATIONS; DELEGATING TO THE CITY MANAGER THE
DETERMINATION OF CERTAIN MATTERS AND DETAILS CONCERNING THE
SERIES 2009 BONDS; PROVIDING FOR THE FUNDING OF A RESERVE FUND;
AUTHORIZING A NEGOTIATED SALE OF THE SERIES 2009 BONDS;
APPROVING THE FORM AND AUTHORIZING THE EXECUTION AND
DELIVERY OF A BOND PURCHASE AGREEMENT IN CONNECTION
THEREWITH; APPOINTING A PAYING AGENT AND BOND REGISTRAR,
APPROVING 'THE FORM AND AUTHORIZING THE EXECUTION AND
DELIVERY OF A PAYING AGENT AND REGISTRAR AGREEMENT;
APPROVING UNCERTIFICATED, BOOK ENTRY ONLY REGISTRATION OF
SAID SERIES 2009 BONDS WITH THE DEPOSITORY TRUST COMPANY,
APPROVING THE FORM AND AUTHORIZING THE DISTRIBUTION OF A
PRELIMINARY OFFICIAL, STATEMENT AND AN OFFICIAL STATEMENT AND
._PROVIDING FOR THE SELECTION OF A FINANCIAL PRINTER THEREFOR,
COVENANTING TO PROVIDE CONTINUING DISCLOSURE IN CONNECTION
WITH THE SERIES 2009 BONDS IN ACCORDANCE WITH. SECURITIES AND
EXCHANGE COMMISSION RULE 15c2-12 AND APPROVING THE FORM AND
AUTHORIZING THE EXECUTION AND DELIVERY OF A CONTINUING
DISCLOSURE AGREEMENT WITH RESPECT THERETO; AUTHORIZING ALL
REQUIRED ACTIONS BY THE CITY MANAGER AND ALL OTHER CITY
OFFICIALS; AND PROVTDINCAN EFFECTIVE 11E.
SEE COMPLETE LEGISLATION AS AN ATTACHMENT 09-01150b Complete Legislation.pdf (43
pages).
SOMEONE[* -IOUs;,
City of Nhaini Page 1 of 2 R-09-0509
File Number: 09-01150b Enactment Number: R-09-0509
Date., OCTOBER 22, 2009
Mover: COMMISSIONER SARNOFF
Seconden CHAIR SANCHEZ
Vote: AYES: 3 - COMMISSIONER(S) GONZALEZ, SARNOFF AND SANCHEZ
COMMISSIONER(S) REGALADO AND SPENCE-JONES
Action: ADOPTED WITH MODIFICATIONS
Date: OCTOBER 27, 2009
Action: SIGNED BY THE MAYOR
1, Priscilla A. Thompson, City Clerk of the City of Miami, Florida, and keeper of the records thereof, do
hereby certify that this constitutes a true and correct copy of Resolution No. R-09-0509, with
attachments, passed by the City Commission on 10/22/2009.
City Clerk, Deputy Clerk (for P. A. Cbmpson,
City Clerk)
July 27, 2010
Date Certified
City of Miami Page 2 of R-09-0509
FileNumber: 09-01150b Final Action Date; 10/22/2009
A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF MIA.N\ , FLORIDA, WITH
ATTACHMENT(S), PROVIDING FOR THE ISSUANCE OF NOT TO EXCEED $120,000,000 IN
AGGREGATE PRINCIPAL AMOUNT OF CITY OF MIAMI, FLORIDA SPECIAL
OBLIGATION PARKING REVENUE BONDS, SERIES 2009 (MARLII\TS STADIUM PROJECT)
TO BE ISSUED IN ONE OR MORE SERIES ON A TAXABLE AND TAX-EXEMPT BASIS, TO
FINANCE THE CITY'S PORTION OF THE CONSTRUCTION OF THE PARKING FACILITIES
FOR THE NEW FLORIDA MARLINS BASEBALL STADIUM AND COSTS OF ISSUANCE
ASSOCIATED WITH THE SERIES 2009 BONDS; MAKING CERTAIN FINDINGS AND
DETERMINATIONS; DELEGATING TO THE CITY MANAGER THE DETERMINATION OF
CERT'AIN MATTERS AND DETAILS CONCERNING THE SERIES 2009 BONDS; PROVIDING
FOR THE FUNDING OF A RESERVE FUND; AUTHORIZING A NEGOTIATED SALE OF THE
SERIES 2009 BONDS; APPROVING THE FORM AND AUTHORIZING THE EXECUTION
AND DELIVERY OF A BOND PURCHASE AGREEMENT IN CONNECTION THEREW111-I;
APPOINTING A PAYING AGENT AND BOND REGISTRAR; APPROVING THE FORM AND
AUTHORIZING THE EXECUTION AND DELIVERY OF A PAYING AGENT AND
REGISTRAR AGREEMENT; APPROVING UNCERTIFICATED, BOOK ENTRY ONLY
REGISTRATION OF SAID SERIES 2009 .BONDS WITH THE DEPOSI'T'ORY TRUST
COMPANY; APPROVING THE FORM AND AUTHORIZING THE DISTRIBUTION OF A
PRELIMINARY OFFICIAL STATEMENT AND AN OFFICIAL STATEMENT AND
PROVIDING FOR THE SELECTION OF A FINANCIAL PRINTER THEREFOR;
COVENANTING TO PROVIDE CONTINUING DISCLOSURE IN CONNECTION WITH THE
SERIES 2009 BONDS IN ACCORDANCE WITH SECURITIES AND EXCHANGE
COMMISSION RULE 15c2-12 AND APPROVING THE FORM AND AUTHORIZING THE
EXECUTION AND DELIVERY OF A CONTINUING DISCLOSURE AGREEMENT WITH
RESPECT THERETO; .AUTHORIZING ALL REQUIRED ACTIONS BY THE CITY MANAGER
AND ALL OTHER CITY OFFICIALS; AND PROVIDING AN EFFECTIVE DATE.
WHEREAS, on. March 3, 2008, the City of Miami, Florida (the "City"), Miami -Dade
County, Florida (the "Co-tulty") and Florida Marlins, L.P. (the "Stadium: Operator") executed a
Baseball Stadium Agreement outlining the terms and conditions which they would move
forward to design, develop, construct and operate a Marlins Baseball Stadium and related
parking facilities to be located on the old Orange Bowl Stadium site;
WHEREAS, on April 15, 2009, the City, the County mid the Marlins Stadium Operator,
LLC entered into the City Paxking Agreement (the "City Parking Agreement") whish provides
City of Miami Page 1 of 43 File id: 09-01150b (Version 2) Printed On: 6130/2010
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Legislation
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Resolution: R-09-0500
FileNumber: 09-01150b Final Action Date; 10/22/2009
A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF MIA.N\ , FLORIDA, WITH
ATTACHMENT(S), PROVIDING FOR THE ISSUANCE OF NOT TO EXCEED $120,000,000 IN
AGGREGATE PRINCIPAL AMOUNT OF CITY OF MIAMI, FLORIDA SPECIAL
OBLIGATION PARKING REVENUE BONDS, SERIES 2009 (MARLII\TS STADIUM PROJECT)
TO BE ISSUED IN ONE OR MORE SERIES ON A TAXABLE AND TAX-EXEMPT BASIS, TO
FINANCE THE CITY'S PORTION OF THE CONSTRUCTION OF THE PARKING FACILITIES
FOR THE NEW FLORIDA MARLINS BASEBALL STADIUM AND COSTS OF ISSUANCE
ASSOCIATED WITH THE SERIES 2009 BONDS; MAKING CERTAIN FINDINGS AND
DETERMINATIONS; DELEGATING TO THE CITY MANAGER THE DETERMINATION OF
CERT'AIN MATTERS AND DETAILS CONCERNING THE SERIES 2009 BONDS; PROVIDING
FOR THE FUNDING OF A RESERVE FUND; AUTHORIZING A NEGOTIATED SALE OF THE
SERIES 2009 BONDS; APPROVING THE FORM AND AUTHORIZING THE EXECUTION
AND DELIVERY OF A BOND PURCHASE AGREEMENT IN CONNECTION THEREW111-I;
APPOINTING A PAYING AGENT AND BOND REGISTRAR; APPROVING THE FORM AND
AUTHORIZING THE EXECUTION AND DELIVERY OF A PAYING AGENT AND
REGISTRAR AGREEMENT; APPROVING UNCERTIFICATED, BOOK ENTRY ONLY
REGISTRATION OF SAID SERIES 2009 .BONDS WITH THE DEPOSI'T'ORY TRUST
COMPANY; APPROVING THE FORM AND AUTHORIZING THE DISTRIBUTION OF A
PRELIMINARY OFFICIAL STATEMENT AND AN OFFICIAL STATEMENT AND
PROVIDING FOR THE SELECTION OF A FINANCIAL PRINTER THEREFOR;
COVENANTING TO PROVIDE CONTINUING DISCLOSURE IN CONNECTION WITH THE
SERIES 2009 BONDS IN ACCORDANCE WITH SECURITIES AND EXCHANGE
COMMISSION RULE 15c2-12 AND APPROVING THE FORM AND AUTHORIZING THE
EXECUTION AND DELIVERY OF A CONTINUING DISCLOSURE AGREEMENT WITH
RESPECT THERETO; .AUTHORIZING ALL REQUIRED ACTIONS BY THE CITY MANAGER
AND ALL OTHER CITY OFFICIALS; AND PROVIDING AN EFFECTIVE DATE.
WHEREAS, on. March 3, 2008, the City of Miami, Florida (the "City"), Miami -Dade
County, Florida (the "Co-tulty") and Florida Marlins, L.P. (the "Stadium: Operator") executed a
Baseball Stadium Agreement outlining the terms and conditions which they would move
forward to design, develop, construct and operate a Marlins Baseball Stadium and related
parking facilities to be located on the old Orange Bowl Stadium site;
WHEREAS, on April 15, 2009, the City, the County mid the Marlins Stadium Operator,
LLC entered into the City Paxking Agreement (the "City Parking Agreement") whish provides
City of Miami Page 1 of 43 File id: 09-01150b (Version 2) Printed On: 6130/2010
for the construction, operation and use of parking facilities to be made available to -users of the
Marlins Baseball Stadium and ocher users;
WHEREAS, the City desires to provide fox financing its portion of the parking facilities
as outlined in the City Parking Agreement by issuing the Series 2009 Bonds; and
WHERE -AS, the City desires to approve the negotiated sale of such Series 2009 Bonds, to
approve the forms of .certain agreements in connection with the issuance of such Series 2009
Bonds; to delegate to the City Manager the determination of certain details of the Series 2009
Bonds, and to authorize the appropriate officers of the City to do all actions necessary and in the
best interests of the City in connection with the sale, issuance and delivery of the Series 2009
Bonds.
NOW TI,IEREFOR.E, BE IT RESOLVED BY THE CITY COMMISSION OF THE
CITY OF MIAMI, FLORIDA;
ARTICLE I
AUTHORITY FOR THIS RESOLUTION
SECTION 1.01 Authority. This Resolution is adopted pursuant to the Constitution of
the State of Florida (the "State"); Chapter 166, Florida Statutes as amended, Part VII of Chapter
159, Florida Statutes, as amended; the City Charter of the City of Miami, Florida; and other
applicable provisions of law (collectively, the "Act"),
ARTICLE II
:DEFINITIONS
SECTION 2.01. Definitions. In addition to the words and terms defined rat. the recitals
-to this Resolution; as used herein., tu- ess the context otherwise requires;
"Account" means an account created and established under this Resolution.
"Act" snail have the meaning ascribed ut Article I hereof.
"Additional Parity Obligations" means additional obligations issued in compliance with
the terms and conditions and limitations contained in tivs Resolution and whic11(i) shall have a
lien on the Pledged Funds equal to that of the Series 2009 Bonds and (ii) shall be payable from
the proceeds of the Pledged Funds on a parity with the -Series 2009 Bonds.
City of Mlami Page 2 of 43 File id: 09.01150b (Version 2) Printed Can: 613012010
"Amortization Requirements" means the rands to be deposited in the Sinking Fund for
the payment at maturity or redem--tort of a portion of Term Bonds, as estabhshed by the Cita,�
P L
or before td -Le delivery of ti-te Bonds,
"Annual Budget" means the budget or budgets, as amended and supplemented from
0 0
time to time, prepared by the City for each Fiscal. Year in accordance Witi-I the laws of the State.
"Ara -mal Debt Service Requirement" for any Fiscal Year, shall mean the respective
amounts which are needed to provide:
(a) for payment of the interest on all. Bonds then Outstanding which is
payable ori each haterest Payment Date in such Fiscal Year;
(b) for payment of the principal of all Serial Bonds then Outstanding which is
payable upon the maturity of such Serial Bonds in such Fiscal Year; and
(c) the Amortization Requirements, if any, for the Term Bonds of such series
for such Fiscal Year,
"Authorized Depository" means any bank, trust company, national banking association,
savings and loan association, savings bank or other ba-rd<ing association selected by the City as a
depository, which is authorized under State law to be a depository of municipal fin -ids and
which has complied with all applicable State and :federal. requirements concerning the receipt of
City funds,
"Bond Amortization Account" means the Bond Amortization .Account tt within the
Sinking Fund established pursuant to Section 7,01 of this Resolution, '
"Bond Counsel" means Bryant Mer Olive P.A.
"Bond Purchase Agreement" -means the Bond Purchase Agreement substantially jIL the
form attached to this Resolution as Exhibit "A." hereto between. the Underwriters and the City
with respect to the sale of the Series 2009 Bonds.
"Bond Registr�u_" means, initially, TD Bank, National Association and, thereafter, any
other agent designated from time to tfine by the City, by resolution, to mairitah-L the registration
books for the Series 2009 Bonds or to perform other duties with respect to registering the
transfer of the Series 2009 Bonds,
"Bondholder," "Holder" or "registered owner" means the person in whose name any
Bond is registered on the registration books maintained by the Bond Registrar,
"Bonds" means the Series 2009 ;Bonds and any Additional Parity Obligations issued
hereunder.
City of Miami Page 3 of 43 'File Id: 09-01150b (Version 2) Printed On! 6/3012010
"BusirLess Day" means any day other than (i) a Saturday or Sunday, (ii) a day on �vhicih
banking instibations in the city- or cities in vrhich the designated office of the Payiing Agent is
located are authorized by lav or executive order to close, (iii) any day on Arinich the Federal
Reserve Bank of Atlanta or the Nevv York Stock Exchange is closed, or (iv) a day on which the
Securides Depository is closed.
"City„ means the City of Miami, Florida..
"City Attorney" means the City Attorney of the City or any designated Assistant City
Attorney.
"City Coin—Lissioin" means the City Commission of the City of Miami, Florida.
"Cite Manager" means the City Manager of the City or any Assistant City Manager or
other designee of the City Manager,
"Clerk" means the City Clerk or any Deputy City Clerk of the City.
"Closing Date" means the date of issuance and delivery of the Series 2009 Bonds to the
Underwriters, being the original purchasers thereof,
"Code" means the Internal Revenue Code of 1986, as amended.
"Construction Fund" means the Construction Fund established pursuant to Section 5,11
of this Resolution.
"Convention Development Tax " means a portion of the revenues collected aninually
(excluding any carryover from prior year collections) by the County of the levy on the exercise
within its boundaries of the taxable privilege of leasing or letting transient rental
accommodations at the rate of three percent (3%) of the. total consideration charged therefore as
currently authorized pursuant to Section 212.0305.(4)(b), Florida Statutes (net of Tax Collector
administrative costs for local administration pursuant to Section. 212.0305(5)(b)5, Florida
Statutes) and. allocated to the City as provided in the Interlocal Agreement.
"County" means Miami -Dade County, Florida.
"Credit Bank" means the person (other than an h-isurer) providing a Credit Facility,
"Credit Facility, means a :letter of credit, a line of credit or another credit ei d-tancement
or liquidity facility provided by -a Credit Bank (other than an Insurance Policy) issued by an
Insurer),
"Finance Director" means the Finance Director of the City or other designee of the
Finance Director.
City of Miami Page 4 of 43 File K 09.01150b (Version 2) Printed On: 6/30/2010
".Fiscal fear" means the period co=encing on October 1. of each year and ending on
the s-.tcceed-mg September 30, or such other consecutive 12 -month period as inlay be hereafter
designated as the fiscal year of the City pursuant to general law.
"Fund" shall mean a fund created and established under this Resolution.
"Government Obligations" means;
(a) Direct obligations of, or obligations guaranteed by, the United States of
America;
(b) Any bonds or other obligations of any state of the United States of
America or of any agency, instrumentality or local governmental -:nit of any such state
(i) �' hich are not callable prior to maturity or as to which irrevocable instructions have
been given to the trustee of such bonds or other obligations by the obligor to give due
notice of redemption and to call such bonds for redemption on the date or dates
specified in such instractions, (ii). which are secured as to principal and interest and
redemption premium, if any, by a fund consisting only of cash or bonds or other
obligations of the character described in clause (a) hereof which fund may be applied
only to the payment of such principal of and interest and redemption premium, if any,
on such bonds or other obligations on the maturity date or dates thereof or the
redemption date or dates specified in the irrevocable instructions referred to in
subclause (i) of this clause (b), as appropriate, and. (iii) as to which the principal of and
interest on the bonds and obligations of the character described in clause (a) hereof
w1ai:ch have been deposited in such fund along with any cash on deposit in such fund
are sufficient .to pay principal of and interest and redemption premium, if any, on the
bonds or other obligations described in this clause (b) oil the maturity date or dates
thereof or on the redemption date or dates specified in the irrevocable instructions
referred to in subclause (i) of this clause (b), as appropriate;
(c) Evidences of indebtedness issued by the Federal Home Loam Banks,
Federal Home Loan Mortgage Corporation (including participation certificates), :Federal
Financing Banks, or any other agency or histt-zmentality of the United States of America
created by an act of Congress provided that the obligations of such agency or
instrumentality are unconditionally guaranteed by the United States of America or ally
other agency or ulstruinentality of the United States of America or of any corporation
wholly-owned by the United States of America, and
(d) Evidences of ownership -of proportionate interests in future interest and
principal payments on obligations described in (a) held by a batik or trust company as
custodian.
'Insurance Policy" means a policy of municipal bond insurance, financial guaranty
insurance, or similar credit enhancement provided by an insurer.
City of Miami Page 5 of 43 File id; 09-01150b (Version 2) Printed On; 6130120110
"Insurer" means the issuer of a municipal bond insurance policy guaranteeing the
payment of principal and interest on the Series 200; Bonds ;O-Ien.due.
"Interest Account" means the Interest Account within dee Sinking Find established
pursuant to Section 7.01 of this Resolution.
"Interest Payment Date" means each January 1st and July 1st, comity- encrrng on. January 1
2010,
"Interlocal Agreement" means the Interlocal Agreement entered between the City and
County dated July 1, 2009 regarding the use and disposition of the Convention Development
Tax.
"Mayor" means the Mayor of the City or, in his or her absence or inability to perform,
such member of the Commission as may be appointed as acting Mayor of the City.
"Maximum Annual Debt Service" means, at any time and with respect to all of the Series
2009 Bonds and any Additional Parity Obligations, the greatest Annual Debt Service
Requirement in the then current or any succeeding Fiscal Year.
"MLB Home Games" shall leave the meaning ascribed to such term in the City Parking
Agreement,
"Non -Ad Valorem Revenues" means all revenues of the City derived from any source
other than ad valorem taxation on real or personal property, which are legally available to make
payments required herein.
"Official Statement" means that certain Official Statement with respect to the issuance of
the Series 2009 Bonds, as such Official Statement shall be approved by the City Manager in
accordance with the provisions of this Resolution.
"Parking Revenues" means the revenues received by the City froin the Stadium
Operator with respect to the Project in connection with the MLB Home Games pursuant to the
City Parking Agreement (excluding the Parking Surcharge).
"Parking .Surcharge" means 8.0% of the portion which is derived from the Project in
connection with the Parking Revenues of the 15% parking surcharge that is charged at public
paxking facilities within the City approved by the electorate of the City on November 4, 2003,
unposed pursuant to Section 166271, Florida Statutes arLd'pursuant to Ordinance No. 04-00466
enacted by the City Commission on July 22, 20U
"Paying Agent" means, initially, TD Bank, National Association and, thereafter, .any
other agent whichis an Authorized Depository, designated by the City by resolution to serve as
a Paying Agent for fhe Series 2009 Bonds that shall have agreed to arrange for the timely
payment of the principal of, redemption premium, if any, and interest on the Series .2009 Bonds
City of Mlaml Page 6 of 43 Pile Id: 09-01160b (Version 2) Printed On: 6/30/2010
t t by to the registered owners thereof, from funds made available therefor the City, and any
successors designated pursuant to this Resolution,
"Paving Agent and Registrar Agreement" means ttlhe Paying Agent and Registrar
I b Q 1 0 0
Agreement with respect to the Series 2009 Bonds between the City and the Pavir-L-I'D Ag0ent, or nn
. 1
successor thereto in its capacity as Paying Agent and Bond Registrar, substantially in the form
attached hereto as Exhibit "B,"
"Permitted havestments" means and include such obligations as shall, be permitted to be
legal investments of the City by the laws of the State,
"Pledged Funds" means collectively, the (i) Pledged Revenues (ii) all monies, including
Non -Ad Valorem Revenues deposited into the Funds and Accounts and (iii) the earnings on
investments in the Funds and Accounts created. herein pledged to secure the Bonds (with the
exception of the Rebate Fund).
"Pledged Revenues" means the Convention Development Tax, the Parking Revenues
and the Parking Surcharge.
"Principal Account" means the Principal Account within. the Sinking Fund established
pursuant to Section 7;01 of this Resolution,
"Preliminary Official Statement" means the Preliminary Official Statement relating to
the Series 2009 Bonds, to be dated as of the date of its distribution, substantially in the form
attached hereto as Exhibit "C".
"Project" means the construction of the parking appurtenant and ancillary facilities,
including but not limited to, retail space surface lots and parkh-Lg structures for not to exceed
6,000 parking spaces located at the site commonly referred to as the Marlins Baseball Stadium,
"Rebate Fund" means the Rebate Fund 'established and pursuant to Section 9,08 of this
Resolution.
"Reserve Fund" means the Reserve Rmd established pursuant to Section 7,01 of this
Resolution.
"Reserve Product" means bond Insurance, a surety bond or a letter of credit or other
credit facility used in lieu of or in substitution, in whole or in part, for any cash or securities on
deposit h -L the Reserve Fund,
"Reserve Product Provider" means any provider of a Reserve Product designated by the
City Manager for deposit in the Reserve Fund,
"Reserve Requirement" means, with respect to the Series 2009 Bonds, an amount equal
to the lesser of (i) ten 10% percent of the proceeds of the Series 2009 Bonds, (ii) Maximum
City of Miami Page 7 of 43 File Id: 09.01150b (Version 2) Printed On: 613012010
Annual Debt Service for the Series 2009 Bonds, or (iii) one hundred sventy-five (125%) percent
of the average Annual Debt Service Requirement for the Series 2009 Bonds. With respect to
Additional. Parity Obligations, Reserve Requirement shall be defuZed in a supplemental
resolution.
"Revenue Fund" means the Revenue Fund established pursuant to Section %.0'1 of `i -ds
Resolution.
"Securities Depository" means The Depository Trust Company (a limited purpose trust
compar-ty), New York, New Yoik, until any successor Securities 'Depository shall have become
such pursuant to the applicable provisions of this Resolution and, thereafter, "Seeutities
Depository" shall mean the successor Securities Depository, Any Securities Depository shall be
a securities depository that is a clearing agency under federal law operating and maintaining,
with its participants or otherwise, a book -entry system to record ownership of beneficial
interests in the Bonds, and to effect transfers of Series 2009 Bonds, in book -entry form,
"Serial Bonds" means all Bonds other than Term Bonds.
"Series 2009 Bonds" means collectively, the Series 2009A Bonds and Series 2009B Bonds.
"Series 2009A Bonds" means the City of Miami, Florida Tax -Exempt Special Obligation
Parking Revenue Bonds, Series 2009A. (Marlins Stadium Project) authorized herein.
"Series 2009B Bonds" means the City of Miami., Florida Taxable Special Obligation
Parking Revenue Bonds, Series 2009B (Marlins Stadium Project) authorized herein.
"Sin%ang Fund" means the Sinking Fund established pursuant to Section 7.01 of this
Resolution.
"Term Bonds" means Bonds for which Amortization Requirements are established on or
before the date of delivery of the Bonds h.t accordance with the provisions of this Resolution,
"Total Debt Service Requirement" means the aggregate Annual Debt Service
Requirement for all Fiscal Years.
"Und.erwTiters" means, with respect to the Series 2009 Bonds, Merrill Lynch Pierce,
Penney & Smith Incorporated, RBC Capital Markets, Inc., Raymond James & Associates, Inc„
Morgan Keegan. & Company, Inc, and Goldman Sachs & Co..
SECTION 2.02 Singular/Plmal. Words importing singular number shall include the
plural number in each case and vice versa, and words importing persons shall include firms,
corporations or other entities including governments or governmental .bodies. Words of the
masculine gender shall be deemed and construed to include correlative words of the feminine
and neutral genders,
City of Miami Page 8 of 43 File Id: 09-01150b (Version 2) Printed On: 613012010
ARTICLE III
FINDINGS
SECTION 3.01 Findings and Determinations. It is hereby ascertained, determined and
declared that;
A, It is in the best interests of the City, its citizens and taxpayers to issue the Series
2009 Bonds.
B, The Series 2009 Bonds shall be payable from the fledged Funds,
C. There is expected to be sufficient fledged Ftulds to pay the interest and principal
on the Series 2009 Bonds as the same becomes due and payable,
D. Tlne Pledged Revenues are not now pledged or encumbered in any matter.
E. Neither the City nor the State of Florida or any political subdivision thereof or
governmental authority or body therein, shall ever be required to levy ad valorem taxes to pay
the Series 2009 Bonds and the Series 2009 Bonds shall not constitute a lien upon any properties
owned by or situated within the City, except as provided. herein with respect to the fledged
Funds, in the manner and to the extent provided herein,
F In accordance with Section. 218.385(l), Florida Statutes, as amended, the
Commission hereby finds, determines and declares that a negotiated sale of the' Series 2009
Bonds is in the best interests of the City due to the complexities of tlne market and timing of the
issuance of the Series 2009 Bonds,
ARTICLE IV
THIS INSTRUMENT TO CONSTITUTE CONTRACT
SECTION 4.01 Contract, In consideration of the acceptance of the Series 2009 Bonds
authorized to be issued hereunder by those who shall hold the same from time to time, this
Resolution shall be deemed to be and shall constitute a contract between the City and the
Bondholders. The covenants and agreements herein set forth to be performed by the City shall
be for the equal benefit, protection and .security of the Bondholders and all Series 2009 Bonds
shall be of equal rank and without preference, priority or distinction over any other thereof,
except as -expressly provided herein.
City of Miami Page 9 of 43 File Id; 09-01150b (Version 2) Printed On; 6/3012010
ARTICLE V
AUTHORIZATION,DESCRITT ION,
FORM AND TERMS OF SERIES 2009 BONDS
SECTION 5.01 Authority for the Issuance of Series 2009 Bonds, The City hereby
authorizes the issuance of the Series 2009 Bonds iri three series and pursuant to the provisions
hereof, to be lmo�vm as "City of 14iami, Florida Tax -Exempt Special Obligation Parking Revenue
Bonds, Series 2009A (Marlins Stadium Project)" and "City of Miami, Florida Taxable Special
Obligation Parkhag Revenue Bonds, Series 2009B (Marlins Stadium Project) are hereby
authorized to be issued at one time or as needed in an aggregate principal amount not to exceed
One Hundred Twenty Million Dollars ($120,000,000), for the purpose of, together with other
available moneys, to pay for the cost of the Project, to fund a deposit to the Reserve Fund or pay
cost of a Reserve Product and to pay the costs of issuance of the Series 2009 Bonds,
SECTION 5,02 Description of Series 2009 Bonds, The Series 2009 Bonds shall be' dated
the date of their issuance; shall bear interest at, such rate or rates not exceeding the maximum
rate allowed by State law, the actual rate or rates or method of determining rates shall be as
determined and stated in the Bond Purchase Agreement, may be payable at such times as are
.fixed by the Bond Purdlase Agreement; and .shall mature on such date in such years and
amounts as will be fixed by the Bond Purchase Agreement and may be Serial. and/or Term
Bonds,
Each Series 2009 Bond shall bear interest from the Interest Payment Date next preceding
the date on which it is authenticated, unless authenticated on an Interest Payment Date, in
which case it shall bear interest from such Interest Payment Date, or, unless authenticated prior
to the first Interest Payment Date, in wlnicln case it shall bear interest from its date; provided,
however, that if at the time of authentication interest is in default, such Series 2009 Bond shall
bear interest from the date to which .interest shall have been paid.
Tine Series 2009 Bonds shall be issued as fully registered, book -entry only bonds in the
denomination of $5,000 each or any integral multiple thereof through the book -entry only
system maintained by the Securities Depository, which will act as securities depository for the
Series 2009 Bonds, as further described in Section 5.19 hereof. Tine Series 2009 Bonds may have
endorsed thereon such legends or text as may be necessary or appropriate to conform to any
applicable rules and regulations of any governmental authority or any usage or requirement of
law with respect thereto,
Each of the Series 2009 Bonds shall be numbered consecutively from l upward preceded
by the letter "R" �reiixed to the number of the Series 2009 Bonds. The principal of .and the
interest on the Series 2009 Bonds shall be payable in any coin or currency of the United States of
America wlnzch on the respective dates of payment thereof is legal tender for the payment of
public and private debts. Th.e principal of and redemption preu um, if any, on the Series 2009
City of Miami 'Page 10 of 43 Pile id: 09.01150b (Version 2) Printed -On: 5130/2010
Bonds shall. be payable upon presentation and surrender at the principal office of the Paying
Agent. Interest on the Series 2009 Bonds shall be paid by check or draft dxav,,n upon the Pay'
A
Agei-a and mailed to the registered owners of the Series 2009 Bonds at the addresses as the
appear on the registration books maintained by the Bond Registrar a, 'the close of business on
the 15th day (whether or not a business day) of the month next preceding the Interest Payment
Date (tl-Le "Record. Date"), irrespective of any transfer or exchange of such Series 2009 Bonds
subsequent to sucl-L Record Date and prior to such Interest Payment Date, unless the City shall
be fi-i default in payment of interest due on,suda Interest Payment Date; provided, however, that
(1) if ownership of Series 2009 Bonds is maintained in a book entry only system by the Securities
Depository, such payment may be made by automatic funds transfer (wire) to such Securities
Depository or its nominee or (ii) if such Series 2009 Bonds are not maintained in a book -entry
only system by the Securities Depository, Upon written request of the holder of $1,000,000 or
more in principal amount of Series 2009 Bonds, such payments may be made by' wire transfer to
the bank and bank account specified in writing by such holder (such bank being a bank within
the contffierital United States), if such holder has advanced to the Paying Agent the amount
necessary to pay the cost of such wire transfer or authorized the Paying Agent to deduct the
cost of such wire transfer from the payment due such holder. In the event of any default in the
payment of interest, such defaulted interest shall be payable to the persons in whose names
such Series 2009 Bonds are registered at the close of business on a special record date for the
payment of such defaulted interest as established by notice deposited in the US, mails, postage
prepaid, by the Paying Agent to the registered owners of the Series 2009 Bonds not less than
fifteen (15) days preceding such special record date. Such notice shall be mailed to the persons
in whose names the Series 2009 Bonds are registered at the close of business on the fifth (5th)
day (whether or not a bush -Less day) preceding the -date of mailing. The registration of any
Series 2009 Bond may be transferred upon the registration books upon delivery thereof to the
principal office of the Bond Registrar accompanied by a written instrument or instruments of
'transfer h-, form and with guaranty of signature satisfactory to the Bond Registrar, duly
executed by the Bondholder or his attorney-in-fact or legal representative containing written
instructions as to the details of the -transfer of such Series 2009 Bond, along with the social
security number or federal employer identification number of such -transferee. In all cases of a
transfer of a Series 2009 Bond, the Bond Registrar shall at the earliest practical time in
accordance with the terms hereof enter the transfer of ownership in the registration books and
shall deliver In the name of the new transferee or transferees a new fully registered Series 2009
Bond or Bonds of the same maturity and in authorized denomination or denorruriations ', for the
same aggregate principal amoinit'and payable from the same source of funds, The City and the
Bond Registrar may charge the Bondholder for the registration of every transfer or exchange of
a Series 2009 Bond an amount sufficient to reimburse them for any tax, fee or any other
governmental charge required (other than by the City) to be paid with respect to the registration
of such transfer, and may require that such amounts be paid before any such new Series 2009
Bond shall be delivered.
The City, the Bond Registrar, and the Paying Agent may treat the registered owner of
any Series 2009 Bond as the absolute owner of such Series 2009 Bond for the purpose of
City of Miami Page 11 of 43 File Id: 09.011 Bob (Version 2) Printed On! 613012010
receiving payment of the principal thereof and the interest and redemption premium, if ant
thereon. Series 2009 Bonds may be exchanged at the office of the Bond Registrar for a like
aggregate principal amoant of Series 2009 Bonds, or other authorized denorninations of the
same series and maturity.
SECTION 5.03 Execution of Series 2009 Bonds, The Series 2009 Bonds shall be
executed in the name of the City by the City Manager and the seal of the City shall be
imprinted, reproduced or lithographed on the Series 2009 Bonds and attested to and
countersigned by the Clerk, in addition, the City Attorney shall sign the Series 2009 Bonds;
showing approval of the form and correctness thereof, The signatures of. the City Manager, the
Clerk aald the City Atton Ley on the Series 2009 Bonds may be by facsimile. If any officer whose
signature appears on the Series 2009 Bonds ceases to hold office before the delivery of the Serres
2009 Bonds, Ids signature shall nevertheless be valid and sufficient for all. purposes. In addition,
any Series 2009 Bond may bear the signature of, or may be signed by, such persons as at the
actual time of execution of such Series 2009 Bond shall be the proper officers to sign such Series
2009 Bond, although at the date of such Series 2009 Bond or the date of delivery thereof such
persons may not have been such officers,
Only such of the Series 2009 Bonds as shall have been endorsed thereon by a certificate
of authentication substantially in the form hereinafter set forth in Section 5.10 hereof, duly
manually executed -by the Bond Registrar, shall be entitled to any right or benefit under this
Resolution, No Series 2009 Bond shall be valid or obligatory for any purpose unless and until
such certificate of authentication shall have been duly manually executed by the Bond Registrar,
and such certificate of the Bond Registrar upon any such Series 2009 Bond shall be conclusive
evidence that such Series 2009 Bond has been duly authenticated and delivered under this
Resolution, The Bond Registrar's certificate of authentication on any Series 2009 Bond shall be
deemed to have been duly executed if signed by an authorized officer of the Bond Registrar, but
it shall not be necessary that the •sarne officer sign the certificate of authentication on all of the
Series .2009 Bonds that may be issued hereunder at any one time. The foregoing
notwithstanding, U, at any time, the City serves as the Bond Registrar tinder thus Resolution,
any Series 2009 Bonds delivered during such time that the City serves as the Bond Registrar
shall be authenticated by the manual signature of the Finance Director, and the registered
owner of any Series 2009 Bond. so authenticated shall be entitled to the benefits of this
Resolution.
SECTION 5,04 Bonds Mutilated, Destroyed, Stolen or Lost, if any Serres 2009 Bond is
mutilated, destroyed, stolen or lost, the City or its agent may, in its discretion (i) deliver a
duplicate replacement Series 2009 :Bond, or (ii) pay a Series 2009 Bond that has matured or is
about to mature or has been called for redemption A mutilated..Series 2009 Bond shall be
surrendered to and cancelled by the Bond Registrar, The Bondholder must furnish the City or
its agent proof of ownership of any destroyed, stolen or lost Series 2009 Bond; post satisfactory
ftidenu ty; comply with any reasonable conditions the City or its agent may prescribe; and pay
the reasonable expenses of the City or its agent.
City of Miami Page 12 of 43 File Id; 09-01160b (Version 2) Printed On; 613012010
Any such duplicate Series 2009 Bond shall constitute an original contractual obligation
on fl-te part of the City whether or not the destroyed, stolen or lost Series 2009 Bond be at any
time found by ajivone., and such duplicate Series 2009 Bond shall be entitled. to equal, and
proportionate beneits and rights as to lien on, and source of payment of and security for
payment from, the funds pledged to the payment or' the Series 2009 Bond so inudilated,
destroyed, stolen or lost.
SECTION 5,05 Provisions for Redemption. The Series 2009 Bonds may be made
subject to redemption prior to their maturit37 at such -dines and in such mariner as set forth in
the Bond Purchase Agreement and approved by the CiteManager pursuant to the authority
described herein. Notice of redemption shall, be given by deposit in the U.S. mails of a copy of a
redemption notice, postage prepaid, at least thirty (30) days before the redemption date to all
registered owners of the Series 2009 Bonds or portions of the Series 200.9 Bonds to be redeemed
at their addresses as they appear on the registration books to be maintaii-Led ha accordance with
the provisions hereof. Failure to mail any such notice to .a registered owner of a. Series 2009
Bond, or any defect therein, shall not affect the validity of the proceedings for redemption of
any Series 2009 Bond or portion thereof with respect to which no failure or defect occurred,
So long as all Series 2009 Bonds are held under a book -entry system by the Securities
Depository, notices of redemption shall be sent only to the Securities Depository or its nominee,
Selection of book -entry interests in the Series 2009 Bonds called, and notice of the call to the
owners of those interests called, is the responsibility of the Securities Depository (or any
successor securities depository) pursuant to its rules and procedures, and of its participants and
indirect participants. Any failure of the Securities Depository (or any successor securities
depository) to advise any participant, or of any participant or any indirect participant to notify
the owner of a book -entry interest of any such notice and its content or effect shall not affect the
validity of any proceedings for the redemption of any Series 2009 Bonds.
Such notice shall set forth the date fixed for redemption, the rate of interest borne by
each Series 2009 Bond. being redeemed, the name and address of the Bond Registrax and Paying
Agent, the redemption price to be paid and, if less than aR of the Series 2009 Bonds then
Outstanding shall be called for redemption, the distinctive numbers and letters, including
CUSIP numbers, if any, of such Series 2009 Bonds to be redeemed and,ii-L the case of Series 2009
Bonds to be redeemed in part only, the portion of the principal amount thereof to be redeemed.
If any Series 2009 Bond is to be redeemed in. part only, the notice of redeinp-donwhich relates to
such Series *2009 Bond shall also state that on or after the redemption date, upon surrender of
such Series 2009 Bond, a new Series 2009 Bond or Series 2009 Bonds in a principal amount equal
to the unredeemed portion of such Series 2009 Bond will be issued,
I£ applicable, h-, the case of optional redemption only, such notice may be given as a
conditional notice of redemption, in which case such notice shall state the condition and
provide that if such condition is not met on or prior to such redemption date, no such
redemption shall occur,
City of Miami Page 13 of 43 File id: D9.01150b (Version 2) Printed On: 6/3=010
Any notice rnailed as provided ha ,his Section shall be conclusively presumed to have
been duly given whether or not the owner of such Series 2009 Bond receives suchnotice,
Tl -1e Bond Registrar shall not be required to transfer or exchange any Series 2009 Bond
after the mailing of a notice of redemption nor during the period of fifteen (15) days ne>,t
preceding znailirig of a notice of redemption,
SECTION 5.06 Effect of Notice of Redemption. Notice having been giver, in the
mariner and under the conditions hereinabove provided, the Series .2009 Bonds or portions of
Series 2009 Bonds so called for redemption shall, provided that all conditions to such
redemption, if any are met, on the redemption date designated in such notice, become and be
due and payable at the redemption price provided for redemption of such Series 2009 Bonds or
portions of Series 2009 Bonds on such date. On the date so designated for redemption, moneys
for payment of the redemption price being !weld in separate accounts by the Paying Agent, an
escrow agent or am Authorized Depository in trust for the registered owners of the Series 2009
Bonds or portions thereof to be redeemed, all as provided in this Resolution, interest on the
Series 2009 Bonds or portions of Series 2009 Bonds so called for redemption shall cease to
accrue, such Series 2009 Bonds .and portions of Series 2009 Bonds shall cease to be entitled to
any lien, benefit or security under this Resolution and shall be deemed paid hereunder, and the
registered owners of such Series 2:009 Bonds or portions of Series 2009 Bonds shall have no right
in respect thereof except to receive payment of the redemption price thereof and, to the extent
provided in Section 5,07 hereof, to receive Series 2009 Bonds for any unredeemed portions of
the Series 2009 Bonds.
SEC'T'ION 5.07 Redemption of Portion of Registered Bonds. In case part but not all of
an outstanding fully registered Series 2009 Bond shall be selected for redemption, the registered
owner thereof shall present and surrender such Series 2009 Bond to the designated Paying
Agent for payment of the pritacipal amotunt thereof so called for redemption, and the City shall
execute and deliver to or upon the order of such registered owner, without charge therefor, for
the unredeemed balance .of the principal amount of the Series 200:9 Bonds so surrendered, a
Series 200.9 Bond or Series 2009 Bonds fully registered as to principal and interest.
SECTION 5,08 Series 2009 Bonds Called for Redemption not Deemed Outstanding,
Series 2009 Bonds or portions of Series 2009 Bonds that have been duly called for redemption
under the provisions hereof, and with respect to which amounts sufficient to pay the principal
of, redemption premituxl, if any, -and interest to the date fixed for redemption shall be delivered
to and held irn separate tryst accownts by an escrow agent, any Authorized Depository or any
Paying Agent (other than the City) in trust for the registered owners thereof, as provided in this
Resolution, shall not be deemed to .be outstanding under the provisions of this Resolution and
shall cease to be entitled to any hen, benefit or security Linder this Resolution, except to receive
the payment of the redemption price on or after the designated date of redemption from
moneys deposited with or held by the escrow agent, Authorized Depository or Paying Agent
(other than the City), as the case may be, for such redemption of the Series 2009 Bonds and, to
City of Miami Page 14 of 43 File Id; 09.01150b (Version 2) Printed On: 5!30/2010
the extent provided in the prece ol, section, to, receive Series 2009 Bonds for a 1 unredeemed
portion of the Series 2009 Bonds,
SECTION 5.09 Date for Payment of Series 2009 Bonds, If the date for payment of the
prfficipal of, redemption preiTdum, if any, or interest on the Series 2009 Bonds is not a Business
Day, then the date for such payment shall be the next succeeding Business Day, and pa3ment
0
on such day shall have the same force and effect as if made on the nominal date of payment.
SECTION 5.10 For ' m. of Series 2009 Bonds. The text of the Series 2009 Bonds, the _form
of assignment for such Series 2009 Bonds and fhe authentication certificate to be endorsed
thereon shall be substantially in the following form, with such omissions, insertions and
variations as may be necessary or desirable and authorized by this Resolution or as may be
approved and made by the officers of the City executing t1ae same, such execution to be
conclusive evidence of such approval, includktg, Without limitation, such changes as may be
required for the issuance of uncertificated public obligations:
[Remainder of Page Intentionally Left Blank]
City of Miami Page 15 of 43 File Id: 09-01150b.(Verslon 2) Printed On: 6/3012010
No, R -
rFon
IL in Of Serie.S 2009 Bond]
UNITED STATES OF A!\/iERICA
STATE OF FLORIDA
COUNTY OF INIIAMI-DADS
CITY oFMIA Mf
[TAXABLE/TAX-EXEMPT"]
SPECIAL OBLIGATION PARKING REVENUE BONDS, SERIES 2009 [A] [B]
(MARLINS STADIUM PROJECT)
h Lterest Rate Maturity Date Dated Date CUSIP
% 2009
REGISTERED OWNER:
PRINCIPAL AMOUNT:
DOLLARS
TJ -Le City of Miami, Florida (hereinafter called the "City"), for value received, hereby
promises to pay to the Registered Owner identified above, or to registered assigns or legal
representatives, to the extent and from the sources hereinafter mentioned, on the Maturity Date
identified above (or earlier as herehmfter provided), the Principal Amount identified above,
upon presentation and surrender hereof at the designated office of , as the
Paying Agent for the Bonds, or any successor Paying Agent appointed by the City pursuant to
the Resolution hereinafter -referred to, and to pay, to the extent and from the sources hereh-i
described, interest on the principal sum from the date hereof, or from the most recent Interest
Payment Date to which interest Has been paid, at the Interest Rate per =um identified above,
until payment of the principal sum, or until provision for the payment thereof has been duly
provided for, such interest being payable on the first day of ,and the first day of
of each year, commencing on . Interest will be paid by check, or draft
mailed to the registered, owner hereof at his address as it appears on the regisixation. books of
the City maintained by------, as Bond Registrar, at the close of business on the fifteenth
.(15th) day {whether or not a business day) of the month next preceding the Interest Payment
Date (the "Record Date"), irrespective of any transfer or exchange of such Bond subsequent to
each Record Date and prior to such Interest Payment Date, unless the City shall be ha default h -L
payment of interest due on such Interest Payment Date. In the event of any such default, such
defaulted interest shall be payable to the person in whose name such Bond is registered at the
close of business on a special record date for the payment of such defaulted interest as
established by notice by deposit in the U.S. mails, postage prepaid, by the Bond Registrar to the
City of Miami Page 16 of 43 File Id: 09.01150b (Version 2) Printed On: 6/30/2010
registered owners of Bonds not less than fifteen (15) days preceding such sperial record date,
carnes the Bonds are registered at the close
Such notice shall be railed to the persons in whose ,L a
of business on the fifth (5th) day (whether or not a Business Day) precedh-i-0 the date of mailing.
This Bond is a part of a duly authorized issue of bonds of the City designated as its
[Taxable,Tax-Exempt] Special Obligation Parking Revenue Bonds, Series 2009tA][B] (Marlins0
Stadium Project) (the "Series 2009 Bonds") in the aggregate principal amount of $
L
issued pursuantto the Act (deffi-Led below) in order to provide funds to pay for the construction
of the Project, to fund a Reserve Fund, and to pay certain costs of issuance, Tlie Series 2009
Bonds will be issued in authorized denominations of $5,-000 and integral multiples of $5,000 in
excess thereof.
This Bond. is issued wader the authority of and in full compliance with the Constitution
and the Laws of the State, including particularly Chapter 166, Florida Statutes, as amended and
Part VE of Chapter 159, Florida Statutes, as amended, the Charter of the City and other
applicable provisions of law (collectively, the "Act"), Resolution No, R-09--. duly adopted
by the Commission of the City on _(the "Resolution"),
This Bond is subject to all the terms and conditions of the Resolution, and capitalized
terms not otherwise defined herein shall have the same meanhags ascribed to them in the
Resolution.
This Bond is secured by a lien on and pledge of the (i) Pledged Revenues, (R) all monies,
including Non -Ad Valorem Revenues deposited into the Funds and Accounts, and (ii!) the
earning on investments in the Funds and Accounts created under the Resolution (wdth the
exception of the Rebate Fund) (collectively, the "Pledged Funds") and is payable -solely from
such Pledged Funds all in the manner provided in the Resolution, The City is not obligated to
pay this Bond or the interest hereon except as provided in the Resolution, and the full faith and
credit of the City are not pledged for the payment of this Bond and this Bond does not
constitute an indebtedness of the City within the meaning of any constitutional, statutory or
charter provision or limitation, and it is expressly agreed by the Holder of this Bond that such
Holder shall never have the right to require or compel the exercise of the ad valorem taxing
power of the City, the State of Florida or any political subdivision thereof or taxation in any
form of any real or personal property thereha, for the payment of the principal of and interest on
tl-ds Bond or the making of any other payments provided for in the Resolution.
If the Pledged Revenues on deposit in the Revenue Fund are not sufficient to pay
principal and interest mid other payments required by the Resolution when due, the City
covenanted and agreed to the extent permitted by and in accordance with applicable law and
budgetary processes, to prepare, approve and appropriate in its Annual Budget for each Fiscal
Year, by aanenc[ment if necessary, and to deposit to the credit of the Revenue F -Mad, Nort-Ad
Valorem Revenues of the City lawfully available in an amount which is -equal to the deficiency
of the Annual Debt Service Requirement with respect to ME Bonds outstanding hereunder for
the applicable Fiscal Year, plus an amount sufficient to satisfy the other payment obligations of
City of Miami Page 17 of 43 File Id., 09-01160b (Version 2) Printed On: 6/3012010
the City as provided ki the Resolution for the applicable Fiscal Year, Such covenaint and
agreement or, the part of the Citv to budget and appropriate sufficient amountis of legally
available Non-Ad Valorem Revenues shall be =nulat ve, and shall continue -ur-Ltil such legally
available Non-Ad VaJorem, Revenues ha amounts sufficient to mal=e all required payments
hereunder as and when due, including any delinquent payrrie-rits shall have been budgeted,
appropriated and actually paid into the appropriate Funds arid Accounts, hereunder; provided,
.
however, that such covenant shall not constitute a lien, either legal or equitable, on any or the
City's legally available Non-Ad Valorem revenues or other revenues, nor shall it preclude the
City from pledging in the future any of its leo-ally.available Non-Ad Valorem Revenues or other
revenues to other obligations, nor shall it give the Bondholders a prior claim on the legally
available Non-Ad Valorem Revenues, Anything herein to the contrary notwithstanding, all
obligations of the City hereunder shall be secured only by the legally available Non-Ad
Valorem Revenues actually budgeted and appropriated and deposited into the Funds and
Accounts created pursuant to the Resolution, as provided for therein. The City may not expend
moneys not appropriated or ita excess of its current budgeted revenues. The obligation of the
City to budget, appropriate and make payments hereunder from its legally available Non-Ad
Valorem Revenues is subject to the availability of legally available Non-Ad Valorem Revenues
after satisfying funding requirements f * or obligations having anexpress lien on. or pledge of
such revenues and after satisfying funding requirements for essential governmental services of
the City. However, the covenant to budget and appropriate in its general annual budget for the
purposes and in the mai rier stated herein shall have the effect of making available in the
manner described herein Non-Ad Valorem Revenues and placing on the City a positive duty to
budget and appropriate, by amendment, if necessary, amounts sufficient to meet its obligations
hereunder; subject, however, in all respects to the restrictions of Section 166,241, Florida
Statutes, which provides, in part, that the governing body of each municipality make
appropriations for each Fiscal Year which, in any one year, shall not exceed the amount to be
received from taxation or other revenue sources; and subject further, to the payment of services
and programs which are for essential public purposes affecting the health, welfare and safety of
the inhabitants of the City or which are legally mandated by applicable law. Notwithstanding
the foregoing covenant of the City, the City does not covenant to maintain any services or
programs now provided or maintained by the City which generate Non-Ad Valorem Revenues,
It is furthex agreed between the City and the Holder of this Bond that this Bond and the
obligation evidenced thereby shall not constitute a lien upon property of Or in. the City, but shall
constitute a lien only on the Pledged Funds, all iri the manner provided in the Resolution,'
Reference is hereby made to the Resolution for the provisions, among others, relating to
the term, lien and security of the Series 2009 Bonds, the custody and application of the proceeds
of the Series .2009 Bonds, continuing disclosure obligations of the City, the rights and remedies
of the Bondholder, the extent of and limitations on the City's rights, duties and obligations arid
the provisions permitting the issuance of additional parity indebtedness, to all of which
provisions the Bondholder hereof for himself and his successors in interest assents by
acceptance of this Bond.
City of Miami Page 18 of 43 File Id: 09.01150b (Version 2) Printed On: 613012010
Neither the members of the goveining body of the Citta nor any person execut -La, the
Series 2009 Boards shallbe liable personally on the Series 2009 Bonds by ,.season of their issuance,
[INSERT THE FOLLOW— NG REDEMPTION PROVL5KONS
ONLY IF BONDS ARE MADE SUBJECT TO REDEMPTION]
(a) Optional Redemption of Bonds. The Series 2009 Bonds are subject to optional
.redemption and payment at any time, at the option of -Iffie City, as a whole or in part at a
redemption price equal to 100% of the principal amount thereof with accrued interest to the
redemption date. Tlae City may select amounts andmaturities or portions of maturities of
Series 2009 Bonds for optional redemption at the City's sole discretion, except that any
redemption of Term Bonds will reduce pro rata any remaining .sinking fund redemption
amounts of fhe Term Bonds remaining outstanding,
(b) Mandatory Sinking Fund Redemption. 11-te Series 2009 Bonds maturing on
shall be subject to mandatory sinking fluid redemption by the City on each July 15t of
the years .specified below, in the amounts of the Amortization Requirement set forth below at a
redemption price of 100% of the principal amount thereof.
Amortization Amortization
Year Requirement Year Requirement
*M:aturify
However, the principal amount of the Series 2009 Bonds required to be redeemed on
each such sinking fund redemption date shill be reduced by the principal amount of the Series
2009. Bonds specified by the City -at least 45 days prior to the redemption date that have been
either (i) purchased by or on behalf of the City and deliveredd to the Bond Registrar for
cancellation, or (ii) redeemed other than through the operation of the provisions of this
paragraph (b), and that have not been, previously made the basis for a reduction of the principal
amount of the Series 2009 Bonds to be redeemed on a sin king fund redemption date.
Notice of call for redemption is to be given by mailta-Gg a copy of the redemption notice
by registered or certified mail at least thirty (30) days prior to the date fixed fox redemption to
the registered owner of each Bond to be redeemed at the address shown on the registration
books maintained by the Bond Registrar, or any successor Bond Registrar appointed by the City
pursuant to the Resolution. Failure to give such notice by mailing to any Bondholder, or any
defect therein, shall not affect the validity of the proceedings for the redemption of any Bond or
portion thereof with respect to which no such failure or defect has occurred. All such Bonds
called for redemption and for the retirement of which funds are duly provided wall cease to
bear interest on such redemption date, So .long as this Bond is held -Loader a book -entry system
City of Miami Page 19 of 43 File Id: 09-01160b (Version 2) Printed on; 6/3012010
by ti -ie Securities Depository, notice of redemptior: shall. be sent only to the Securities Depositor'
or its 101--inee.
h -i the case of optional redemption only, such notice may be given as a conditional notice
of redemption as provided in the Resolution.
This Bond shall not be valid or become obligatory for any purpose or be entitled to any
security or benefit under tlae Resolution until the Certificate of Authentication endorsed hereon
shat. have been manually signed by the Bond Registrar,
REFERENCE IS HEREBY MADE TO THE ADDITIONAL PROVISIONS OF THIS BOND
SET FORTH ON THE REVERSE SIDE HEREOF, WHICH ADDITIONAL PROVISIONS SHALL
FOR ALL PURPOSES HAVE THE SAME EFFECT AS IF FULLY SET FORTH IN THIS PLACE,
This Bond is acid has all the qualities and incidents of an investment security under the
Uniform Commercial Code -Investment Securities Law of the State of Florida.
IN WITNESS WHEREOF, the City of Miami, Florida, has issued flus Bond and has
caused the same to be signed by its City Manager and attested and countersigned by its City
Clerk, either manually or with their facsimile signatures, and its seal to be affixed hereto or a
facsimile of its seal. to be reproduced hereon, all as of the day of 12009.
(SEAL)
ATTESTED AND COUNTERSIGNED:
.City Clerk
CITY OF MIAMI, FLORIDA
By:
City Manager
APPROVED AS TO FORM
AND CORRECTNESS
al
City Attorney
City of Miami Page 20 of 43 File id: 09.01150b (Version 2) Printed On: WDI2010
[CERTIFICATE OF AUTHENTICATION]
This'Bc)-,id is one of the Bonds designated irt and executed -under the provisions of the
w-itlih-i mentioned Resolution.
By:
.as Bond Registrar
Authorized Officer
Date of Authentication;
[To be printed on the reverse side of Registered Bonds]
City of Miami Page 21 of 43 File Id: 09-01150b (Version 2) Printed On: 6/3012010
ADDITIONAL FRONTISIUN S
This Bond may be transferred upon the registration books of the City upon delivery
thereof to the principal office of the Bond registrar accompanied by a written instrument or
instruments of transfer irr form and G,vifh guaranty of signature satisfactory- to the Bond
Registrar, duly executed by the registered owner of t1his Bond or by his .attorney-in-fact or legal
representative, containing written instructions as to the details of transfer of this Bond, along
with the social security number or federal employer identification number of such transferee.
In all cases of a transfer of a Series 2009 Bond, the Bond Registrar shall at the earliest practical
time in accordance with the provisions of the Resolution enter the transfer of ownership in the
registration books and shall deliver ii the name of the new transferee or transferees a neer fully
registered Series 2009 Bond or Series 2009 Bonds of the same maturity and of authorized
denomination or denominations, for the same aggregate prixlcipal amount and payable from the
same source of funds, The City and the Bond Registrar may charge the owner of such Series
2009 Bond for the registration of every transfer or exchange of a Series 2009 Bond an amount
sufficient to reimburse them for any tax, fee or any other goveri-imental charge required (other
than by the City) to be paid with respect to the registration of such transfer, and may require
that such amounts be paid before any such new Series 2009 Bond shall be delivered,
If the date for payment of the principal of, redemption premium, if any, or interest on
this Bond is not a Business Day, then the date for such payment shall be the next succeeding
Business Day, and paymernt on such day shall have the same force al-Ld affect as if made on the
nominal date of payment.
The City has established a book -entry system of registration for the series of Bonds of
wl'uch this is one. Except as specifically provided otherwise in the Resolution, an agent will
hold tl-is Bond on behalf of the beneficial owner hereof. By acceptance of a confirmation of
purchase, delivery or transfer, the beneficial owner of this Bond shall be deemed to have agreed
to such arrangement.
It is hereby certified .and recited that tl- s Bond is authorized by and is issued in
conformity with the requirements of the Constitution and statutes of the State of Florida; that all
acts, conditions and things required to exist, to happen, and to be performed precedent to the
issuance of this Bond exist, have happened and have been performed in regular and due form
and time as required by the laws and Constitution of the State of Florida applicable hereto; and
that the issuance of the Bonds of this issue does not violate any constitutional or statutory
limitation or provision.
City of Miami Page 22 of 43 File 1d: 09.01950b (Version 2) Printed On: 6/30/2090
[Form of Abbreviations for Series 2009 Bonds]
The follow0 th
�in- abbreviations, when used in inscription on e face of the within Bond,
shall be construed as though they were written out iri full accoTdfi-ig to applicable laws or
regulations:
TEN COM - as tenants in common UNIT GIFT MIN ACT - Custodian
TEN ENT - as tenants by the (Gust)
entireties
JT TEN - as joint tenants with under Uniform Cifts to Minors
right of survivorship Act
and not as tenants in (State)
cornmon
Additional abbreviations may also be used though not in the above list,
City of Miami Page 23 of 43 File Id: 09.01150b (Version 2) Printed On: 613012010
[Form of Assignment for Series 2009 Bonds]
ASSIGNMENT
FOR VALUE RECEI\, ED, the undersigned (the "Transferor") herebysells,
assigns and transfers unto
(the "Transferee")
PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF TRANSFEREE
the within Bond and all rights thereunder, and hereby irrevocably constitutes
and appoints
attorney to registrar the -transfer of the within Bond on the books kept for registration and
registration of the transfer thereof, with full power of substitution in the premises.
Dated:
Si. -nature
NOTICE: Signature(s) must be guaranteed
by a member firm of the New York Stock
Exchange or a member firm of any other
recognized natioital securities exchange or a
co=ercial bank or a trust company,
Guaranteed:
NOTICE: No transfer will be registered and
no new Bond will be issued in the name of
the Transferee, unless the signat=e(s) to
this assignment correspond(s) with the
name as it appears -upon the face of the
within Bond in. every, paxticular, without,
alteration or enlargement or any change
whatever and the Social Security or Federal
Employer Identification Number of the
Transferee is supplied.
[End of Form of Series 2009 Bond]
City of Mleml Page 24 of 43 File Id: 09.01150b (Version 2) Printed On; 613012010
SEC -HON 5,11 Application of Series 2009 Bond Proceeds, TI -ie proceeds received from
the sale of the Series 2009 Bonds shall be applied by the City, simultaneously �h7ith delivery of
the Series 2009 Bonds as provided in a certificate of the City Manager delivered at closino-
0'
A portion of the proceeds of the Series 2009 Bonds in an amolu�,, required to assure
payment in full of the cost of the Project shall be deposited into the Construction Fund Which is
hereby created and established. There shall be established two subaccotu-Its within the
Construction Fund to be known as the Series 2009A Construction Accoin-It and the Series 2009B
Construction Account. Proceeds of the :Series '2009A Bonds shall be deposited into the Series
2009A Construction Account and proceeds of the Series 2009B Bonds shall be deposited into the
Series 2009B Construction Account, Withdrawals from the Construction P-Lu-Ld shall be made
only for costs of the Project including any amounts to be reimbursed to the City,
The City's share of any liquidated damages or other moneys paid by defaulting
contractors or their sureties, and all proceeds of insurance compensating for damages to the
Project during the period of construction, shall be deposited in the Construction Fund to assure
completion Of the Project.
V&el-i the construction of the Project has been completed and all construction costs have
been paid in. full, all funds remain hi the Construction Fund shall be deposited into the
Sinking Fund hereinafter established, and the Construction Fund shall be closed,
SECTION 5,12 Temporary Bonds, Pending the preparation of definitive Series 2009
Bonds, the City may execute and deliver temporary Series 2009 Bonds, Temporary -Series 2009
Bonds shall be issuable as registered Series 2009 Bonds without coupons, of ally authorized
denomination, and substantially in the form of the definitive Series 2009 Bonds but with such
omissions, insertions, and variations as may be appropriate for temporary Series 2009 Bonds, all
as may be determined by the City, Temporary Series 2009 Bonds -may containsuch reference to
any provisions of this Resolution as may be appropriate, Every temporary Series 2009 Bond
shall be executed and authenticated upon the same conditions and in substantially the same
manner, and with like effect, as the definitive Series 2009 Bonds, As promptly as practicable the
City shall exec -cite and shall furnish definitive Series 2009 Bonds and hereupon temporary Series
2009 Bonds may be surrendered in exchange for definitive Series 2009 Bonds without charge at
the principal. office of the Bond Registrar, and the Bond Registrar shall authenticate and deliver
in exchange, for such temporary Series 2009 Bonds a like aggregate priricipal amount of
definitive Series 2009 Bonds of authorized denominations, Until so exchanged, the temporary
Series 2009 Bonds shall be entitled to the same benefits under this Resolution as definitive Series
2009 Bonds.
SECTION 5,13 Delegated Awards, Authorization and Approval of Bond Purchase
Agreement. Subject to full satisfaction of the conditions set forth in this Section, the City
Commission of the City hereby authorizes a delegated negotiated saleof the Series 2009 Bonds
City of Miami Page 25 of 43 Nle 1d; 09.01150b (Version 2) Printed On; 613012010
to the Undemrriters in accordance with the terms of the 'Bond Purchase Agreement in
accordance with the provisions of this Section (including, without limitation, maldRg0 the final
determination concemm-ig the strLicturing and marketing of the Series 2009 Bonds to obtain the
most favorable rating and interest rate on the Series 2009 Bonds), and the execution and
delivery of 'the Bond Purchase Agreement shall be deemed conclusive evidence of the full and
complete satisfaction of the conditions set fort]) in this Section.
Notwithstanding the foregoing, prior to execution of the Bond Purchase Agreement all
0 0
of the following conditions shall have been satisfied:
1. Receipt by the City Manager of a written offer to purchase the Series 2009 Bonds
by the -Underwriters substantially in the form of the Bond Purchase Agreement, said offer to
provide for, among other things:
(a) the issuance of not exceeding $120,000,000 aggregate principal amount of Series
2009 Bonds,
a purchase price of not less than ninety -nixie percent (99%) -(inclusive of
underwriters' discount, but not inclusive of original issue discount; the m
ori0-al issue discount
may be such as is necessary to market and sell the Series 2009 Bonds) of the original principal
ammount of the each series.of Series 2009 Bonds,
(c) with respect to the Series 2009A Bonds (i) a true interest cost of not more than
6,50% per annum. and (R) the, final maturity of the Series 2009A Bonds being no later than July 1,
2040; zziri d
(d) with respect to the Series 2009B Bonds (i) a true interest cost of not more thea -L
8.50% per annum and (h) the final maturity of the Series 2009B Bonds being no later than July 1,
2040
2. n-te Series 2009 Bonds shall be subject to such optional and mandatory
redemption provisions as provided in the Bond Purchase Agreem ent; provided that the
optional redemption premium shall not exceed'102%,
The City Manager, in consultation with the Firimace Director, Bond Counsel and the
financial advisor, is authorized to determine such redemption provisions as are -most
advantageous to the sale of the Series 2009 Bonds, all as provided iri the Bond Purchase
Agreement.
3. Receipt by the City Manager from the Underwriters of a disclosure statement
and troth -in -bonding information complying with Section 218.385, Florida Statutes arid
substantially in the form attached to the Bond Purchase Agreement,
City of Maml Page 26 of 43 File Id: 09-011506 (Version 2) Printed On: 513012010
Upon satisfaction of the conditions set :forth in -lis Section, the City Commission hereby
authorizes and directs the City Manager to determine the final provisions of the Bond Purchase
Agreement, withiri the parameters for the Series 2009 Bonds .set forth above in ,his Section 5,13.
The execution and delivery of the Bond Purchase Agreement is hereby authorized and
approved and tl-Le City Manager is hereby authorized to execute and the Clerk is hereby
authorized to attest to, seal and deliver the Bond Purchase Agreement in substantially the form
approved at this meeting and attached hereto as Exhibit "A", subject to such changes, insertions
and omissions and such filling in of blanks therein as hereafter may be approved and made by
'rine City Manager upon the advice of the City's financial advisor, the City Attorney and Bond
Counsel. Tlie execution, attestation and delivery of the Bond Purchase Agreement, as described
herein, shall be conclusive evidence of the City's approval of any such determinations, changes,
insertions, omissions or Mag in of blanks.
SECTION 5.14 Authorization and Approval of Negotiated Sale of Series 2009 Bonds.
Based on the findings setforthin Article Hl hereof and satisfactory compliance with Section 5,13
hereof, the City Cominissioi i hereby approves the negotiated sale of the Series 2009 Bonds to the
Underwriters, and the Series 2009 Bonds shall be sold and awarded to the Underwriters, upon
the terms and coliditions set forth herein and as set forth in the Bond Purchase Agreement.
SECTION .5.15 Approval of Form of 'Paying Agent and Registrar Agreement,
Appointment of Paying Agent and Bond Registrar. The execution and delivery of the Paying
Agent and Registrar Agreement is hereby authorized and approved, The City Commission hereby
authorizes and directs the City Manager to determine the final provisions of the Paying Agent and
Registrar Agreement, The City Manager is hereby authorized to execute and the Cldrk is hereby
authorized to attest to, seal and deliver the Paying Agent and Registrar Agreement in substantially
the form approved at this meeting and attached hereto as Exhibit "B", subject to such changes,
insertions and omissions and such filling in of blanks therein as hereafter may be approved and
made by the City Manager -upon the advice of the City Attorney and Bond Counsel, The
execution, attestation and delivery of the Paying Agent and Registrar Agreement, as described
herein, shall be conclusive evidence of the City's approval of any such determinations, changes,
insertions, orrassions or fffi-Lg in of blanks. TD Bank, National Association is hereby appointed as
the initial Paying Agent and the initial Bond Registrar for the Series 2009 Bonds,
SECTION 5,16 Preliminary Official Statement; Official Statement, The use of a
Preliminary Official Statement *in connection with the marketing of the Series 2009 Bonds is
hereby authorized, The Prelin-thaary Official Statement in substantially the form attached hereto
as Exhibit "C" is hereby approved with such changes, insertions and omissions and suchfilling
In of blanks thereh-L as may be approved by the City Manager, The City Mai -Lager is hereby
authorized to approve and execute, on behalf of the City, an Official Statement relating to the
Series 2009 Bonds with such changes from the Preliminary Official Statement, within the
authorizations and limitations contained herein, as the City Manager iii consultation with the
City Attorney, Bond Counsel and the -City's disclosure counsel in his sole discretion, may
approve, such execution to be conclusive evidence of such approval, The City Manager is
hereby authorized to deem the Preliminary Official Statement final for the purposes of Rule
City of Miami Page 27 of 43 File Id: 09-01150b (Version 2) Printed On: 6/3012010
15c2-12, of t"he Securities and Exchange Couu-nission (the. "R -,-de"), and to execute 5 1c
documents as may be necessary therefore. The City M\ eager or his designee is hereby
I 11-� C;
authorized to provide for the printing of the Prehmina-ry Official Statement and the Official
Statement by the lowest and most responsive bidder therefor and the payment of the cost of
such printing0 is hereby authorized to be paid.fromthe proceeds of the Series 2009 Bonds,
SECTION 5.17 Continuing Disclosure. For the benefit of the holders and beneficial
owners from time to time of the. Series 2009 Bonds, the City agrees in accordance with the Rule,
and as the only obligated person with respect to the Series 2009 Bonds under the Rule, to.
provide or cause to be provided such financial information. and operating data, financial
statements and notices, in such manner, as may be required for, purposes of paragraph (b)(5) of
the Rule, In order to describe and specify certain terms of the City's continuing disclosure
agreement, including provisions for enforcement, amendment and termination, the Finance
7
Director is hereby authorized and directed to sign and deliver, in the name arid on behalf of the
City, a Disclosure Dissemination Agent Agreement (the "Contixiukig Disclosure Agreement")
with Digital Assurance Certification LLC ("DAC"), in substantially the form attached hereto as
Exhibit "D", with such changes, insertions and omissions and such filling-in of blaiiks thereh-L as
may be approved by the Finance Director and in consultation with the City Attorney, Bond
Counsel and the City's disclosure counsel, the final form of which is to be approved by the City
Attorney, The execution and delivery of the Continuing Disclosure Agreement, for and on
behalf of the City by the Finance Director, shall- be deemed conclusive evidence of the City's
approval of the Continuing Disclosure Agreement, Notwithstanding any other provisions of
this Resolution, any failure by the City to comply with any provisions of the Continuing
Disclosure Agreement or this Section 5,18 shall not constitute a default under the Resolution
and the remedies therefor shall be solely as provided in the Continuing Disclosure Agreement.
DAC is hereby appointed dissemination agent under the Continuing Disclosure Agreement.
0
The Finance Director is further authorized and directed to establish, or cause to be
established, procedures in order to ensure compliance by the City with the Continuing
Disclosure Agreement, including the timely provision of information and notices. Prior to
making any filing in accordance with such agreement, the Finance Director shall consult with,
as appropriate, the City Attorney, Bond Counsel or the City's disclosure counsel, The Finance
Director, acting in the name and on behalf of the City, shall be entitled to rely upon any legal.
advice provided by the City Attorney, Bond Counsel or the City's disclosure counsel in
determining wl-Letl-Ler a filing should be made.
SECTION 5.18 Qualification for the Securities Depository, Notwitlastanding any other
provision hereof, the City, the Bond Registrar and the Paying Agent are hereby authorized to
take such actions as may be necessary to qualify the Series 2009 Bonds for deposit with the
Securities Depository in accordance with the Blanket Issuer Letter of Representations dated
October. 4, 1995 from the City to Securities Depository (the "Securities Depository Agreement")
and the taking of all actions required by such Securities Depository Agreement, wire transfers
of interest and principal payments with respect to the Series 2009 Bonds., utilization of electroi tic
book -entry data received from the Securities Depository in place of actual delivery of Series
City of Miami Page 28 of 43 File 1d: 09.01150b (Version 2) PrInted On: 613012010
2009 Bonds and provisions of notice with respect to Series 2009 Bonds registered by Securities
Depository (;or any of its designees identified to the City, the Bond Registrar or the Paying
Agent) by overnight delivery, courier service, telegram, telecopy or other similar ineasls of
communication.
SECTION 5.19 Insurance Policy, Reserve Product and Credit Facility. In order to
produce the lowest true interest cost possible for the Series 2009 Bonds or any portion thereof,
the City Manager is hereby authorized to negotiate an Insurance Policy, a Reserve Product and
a Credit Facility with respect to any or all of the Series 2009 Bonds, if, after consultation with the
Finance Director and the Financial Advisor, the City Manager determines that obtaining such
an hisumace Policy, a Reserve Product or a. Credit Facility is in the best interests of the City. The
City is hereby authorized to provide for the payment of the premium of the Insurance Policy,
any costs of the Reserve Product .and any costs of a Credit Facility from the proceeds of the
issuance of -the Series 2009 Bonds and to enter into such agreements as may be necessary to
secure such Insurance Policy, a Deserve Product or Credit Facility, with the City Manager's
execution of any such ab eemengs) to be conclusive evidence of the City's approval thereof;
provided, however, that the City Manager may consult with the Finance Director, the City
Attorney and Bond Counsel in connection with any such agreement(s).
ARTICLE VI
SOURCE OF PAYMENT OF SERIES 2009 BONDS;
SPECIAL OBLIGATIONS OF THE CITY
SECTION 6.01 Series 2009 Bonds Not to be General Obligation or Indebtedness of the
City. The Series 2009 Bonds shall not be deemed to constitute general obligations or a pledge of
the faith and credit of the City, the State or any political subdivision thereof within the meaning
of any constitutional, legislative or charter provision or lixmitation., but shall be payable solely
from and secured .by a lied upon and a pledge of the Pledged Funds, in the mariner and to the
extent herein provided. No Bondholder shall ever have the right, directly or indirectly, to
require or compel the exercise of the ad valorem taxing power of the City, the State or any other
political subdivision of the State or taxation in any form on any real or personal property to pay
the Series 20.09 Bonds or the interest thereon, nor shall any Bondholder be entitled to payment
of such principal of, redemption premium, if any and interest from any other funds of the City
other than the Pledged Funds, all in the mariner and to the extent herein. provided. The Series
2009 Bonds and the indebtedness evidenced thereby shall not constitute a lien upon any real or
personal property of the City, or any part thereof, or any other tangible personal property of or
in the City, but shall constitute a lien only on the Pledged Funds, all in the manner and to the
extent provided herein:.
SECTION 6,02 fledge, The payment of the principal of and interest on the .Series 2009
Bonds shall be secured forthwith equally and ratably by an irrevocable lien on the fledged
City of KamI Page.29 of 43 File Id: 09-01150b (Version 2) Printed On: 6/30/2010
Funds, The City does hereby irrevocabiv pledge such fledged l ',ands to the paj"Menn, of the
principal of, redemption premium, if any, and interest or, the Series 2009 Bonds and for all other
payments as provided herein,, ian the order of priorities set forth herein,
SECTION 6.03 Covenant to Budget and Appropriate, If the fledged Revenues on
deposit in theRevenue fund are not sufficient to pay principal annd isnterest on the fifth (511>) day
prior to the due date of such payments and other payments required by this Resolution when
due, the City hereby covenants and agrees to the extent permitted by and in accordance with
applicable law and budgetary processes, to prepare, approve and appropriate in its Annual
Budget for each Fiscal Year, by amendment if necessary, and to deposit to the credit of the
Revenue Fund, Non -Ad Valorem Revenues of the City lawfully available inn an amount which is
equal to the deficiency of the Annual 'Debt Service Requirement with respect to all Bonds
outstandiri.g hereunder for the applicable fiscal Year, plus an amount sufficient to satisfy the
other payment obligations of the City hereunder for the applicable Fiscal Year. Such covenant
and agreement on the part of the City to budget and appropriate sufficient amounts of legally
available Non -Ad Valorem Revenues shall be cumulative, and shall continue until such legally
available Non -Ad Valorem Revenues in amounts sufficient to make all required payments
hereunder as and when due, including any delinquent payments, shall have been budgeted,
appropriated and actually paid into the appropriate Funds and Accounts, hereunder; provided,
however, that such covenant shall not constitute a lien, either legal or equitable,,on any of the
City's legally available Non -Ad Valorem Revenues or other revenues, nor shall it preclude the
City from pledging inn the future any of its legally available Non -Ad Valorem Revenues or other
revenues to other obligations, nor shall it give the Bondholders a prior claim on the legally
available Non -Ad Valorem Revenues, Anything herein to the contrary notwithstanding, all
obligations of the City hereunder shall be secured. only by the legally available Non. -Ad
Valorem. Revenues actually budgeted and appropriated and deposited into the Funds and
Accounts created hereunder, as provided for herein. Tine City, may not. expend moneys not
appropriated or in excess of its current budgeted revenues, The obligation of the City to
budget, appropriate and mance payments hereunder from its legally available Non -Ad Valorem
Revenues is subject to the availability of legally available Non -Ad Valorem Revenues after
satisfying funding requirements for obligations having an express lien on or pledge of such
revenues and after satisfying funding requixemennts for essential governmental services of the
City, .However, the covenant to budget and appropriate in its general annual budget for the
purposes and inn the nmmner' stated laerehn shall have the effect of snaking available in the
manner described herein Non -Ad Valorem Revenues and placing on the City a positive duty to
budget and appropriate, by amendment, if necessary; amounts sufficient to meet -its obligations
hereunder; subject, however, in all. respects to the restrictions of Section 166,241, Florida
Statutes, which provides, in part, that the governing body of each municipality make
appropriations for each Fiscal Year which, inn any one year, shall not exceed the amount to be
received, from taxation or other revenue sources; and subject further, to the payment of services
and programs which are for essential public purposes affecting the health, welfare and safety of
the inhabitants of the City or which are legally mandated by applicable.law. Notwithstanding
City of Miami Page 30 of 43 File Id: 09.01150b (Version 2) Printed On: 813012010
the foregoing covenant of the City, the City does riot covenant to z <aintain anv services or
programs tiwA, provided or maintained by the City which generate Non -Ad Valorem Revenues,
ARTICLE SLI
CREATION AND USE OF FUNDS AND ACCOUNTS;
DISPOSITION OF REVENUES
SECTION 7,01 Creation of Revenue Fund, Sinking Find and Accounts and the
Reserve Fund. There is hereby established the "Revenue Fund", the "Siinkirig Fund" and the
"Reserve Fund," Tl-lere are established within the Sinking Fund three separate Accounts therein
designated as the "Interest Account," the "Principal .Account" and the "Bond Amortization
Account".
The Revenue Fund, the Sinking Fund and the Reserve Fund established hereunder and
all Accounts therein shall constitute trust funds for the purpose herein provided, shall be
delivered to and held by the Finance Director (or an Authorized Depository designated by the
Finance Director), in each case who shall act as trustee of such funds for the purposes hereof,
and shall at all times be kept separate and distinct from all other funds of the City and used
only as herein provided. The designation and establishment of the various Fmids and Accounts
in and by this Resolution shaIl not be construed to require the establishment of any completely
independent, self -balancing fundis as such term is commonly defiried and used in governmental
accounting, but rather is intended solely to constitute an earmarking of certain revenues of the
City for certain pm -poses and to establish certain priorities for application of such revenues and
assets as herein provided..,
Moneys held in the Fund and Accounts (except the Rebate Fund), are fledged Funds
and shall be subject to a Bern and charge ixn favor of the holders and registered owners of the
Series 2009 Bonds and any Additional Parity Obligations as herein provided.
SECTION 7.02 Disposition of Revenues, The City covenants axnd agrees that it will pay
or cause to be paid into the Revenue Fund, as promptly as practicable after receipt thereof, all of
the Pledged Revenues and the .Noin-Ad Valorem Revenues as required by Section 6,03 hereof.
Monies in the Revenue Fund shall be transferred. and applied .as follows:
(1) To the full extent necessary, for .deposit into the Interest Account in the
Sinking Fut-id, on the fifth (5th) day preceding each Interest Payment Date, such suras as
shall be sufficient to pay the interest becoming due on the Bonds on each such Interest
Payment Date; provided, however, that such deposits for interest shall not be required
to be made into the Interest Account to the extent that money oil deposit therein is
sufficient for such purpose,
City of Miami page 31 of 43 File Id; 09-01150b (Version 2) Printed 6n; 6/3012010
The City shall, on or before each Interest Payment Date, transfer t LO
the Payino�
Agent moneys in an amount equal- to the interest due on such Interest Payment Date or
shall, prior to such haterest Payment Date, advise the Paying Agent of the amount of any
deficiency in the amourit so to be transferred.
(2) (a) To the full extent necessary, for deposit in the Prh-Lcip al Account in the
Sffikmg Pua-Ld, on the fifth day preceding each principal maturity date, the principal
amount of Serial Bonds which will mature and become due on such maturity dates;
provided, however,'that such deposits for principal shall not be required to be made into
the Priricipal Account to the extent that money on deposit therein is sufficient for such
purpose,
The City shO, on or before each principal payment date, transfer to the Paying
Agent moneys in an amount equal to the principal due on such principal payment date.
(b) To the full extent necessary, for deposit into the Bond Amortization
Account ha the Sinking Fund, on the fifth -(5th) day preceding each redemption or
maturity date, the Amortization Requirements as may be necessary for the payment of
the Term Bonds payable from the Bond Amortization Account on such redemption or
maturity dates.
The moneys ffi the -Bond Amortization Account shall be used solely for the
purchase or redemption of the Term Bonds payable therefrom, TI -Le City may at any
time purchase any of said. Term Bonds at prices not greater than the principal amount
thereof and credit the principal amount purchased against the Amortization hastallment
due. The City shall be mandatorily obligated to use any moneys in the Bond
Amortization Account not applied to purchase Term Bonds for the redemption prior to
maturity of such Term Bonds in such manner and at such times as the same are subject
to mandatory redemption. If, by the application of moneys in the Bond Amortization
Account, the City shall purchase or call for redemption in a-Tiy year Tenn Bonds in excess
of the Amortization Requirements for such year, such excess of Term Bonds so
purchased or redeemed shall be credited in such manner and at such tunes as the
Maim -ice Director shall determine over the remaining payment dates,
TI -Le City shall, on each redemption or maturity date, transfer to the Paying Agent
moneys in an amount equal to the payments due on the Term Bonds on such
redemption or maturity date,
(3) 'to the full extent necessary, for deposit in the Reserve Fund on or before
the next succeeding Interest Payment Date following a draw on the Reserve* Fund, an
amount which, together with funds on deposit therein, will be sufficient to make the
fin -ids on deposit therein, except as otherwise hereinafter provided, equal to the Reserve
Requirement for the Bonds,
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' 6.oneys ?n the Reserve Fund shall .be used only for the purpose of payments of
A1norti7ation installments, principal of, or interest on the Bonds wl.-ien other moneys
allocated to the Sinking Fund are insufficient therefore, and for 110 other purpose.
(4) In lieu of or in substitution for cash or securities on deposit ill the Reserve
Fund, the City may fund the Reserve Requirement, 111 whole or in part, with a Reserve
Product issued by a Reserve Product Provider in. an amount equal to the difference
between the Reserve Requirement and the sums then on deposit in the Reserve Fund or
to reinam on deposit in the Reserve Fund. Such Reserve Product must provide for
payment on any interest or principal payment date (provided adequate notice is given.)
on which a deficiency exists (or is expected to exist) in moneys held hereunder for a
payment with respect to the Series 2009 Bonds which cannot be cured by moneys in any
other Fur>d or Account held pursuant to this Resolution and available for such purpose,
and which shall name the Paying Agent or an Authorized Depository who has agreed to
serve as trustee for the benefit of the .Bondholders as the beneficiary thereof. In no event
shall. the use of such Reserve Product be permitted if it would cause an impairment in
any existing rating on the Series 2009 Bonds. If a disbursement is made from a Reserve
Product, the City shall be obligated to reinstate the maximum limits of such Reserve
Product on or before the .next succeeding h-terest Payment Date following sucli
disbursement or to replace such Reserve Product by depositing into the Reserve Fund
frorn the first Pledged Revenues available for deposit pursuant to .clause (3) above,
moneys in the .maximum amount originally payable under such Reserve Product, plus
the amount necessary to reimburse the .Reserve Product Provider for previous
disbursements made pursuant to such Reserve Product, or a combination of such
alternatives, and for purposes of clause (3) above, amounts necessary to satisfy such
reimbursement obligation and other obligations of the City to a Reserve Product
Provider (the "Policy Costs") shall be deemed required deposits into the Reserve Fund,
but shall be used by the City to satisfy its obligations to the Reserve Product Provider,
If funds on deposit in the Reserve Fund exceed the Reserve Requirement with
respect to the Series 2009 Bonds'and.any Additional Parity Obligations, such excess shall
be transferred to the City annually -to be used for any lawful purpose, provided that
such excess shall be first applied to cure any deficiencies x1 -i the Smiting Fund, including
the Accounts therein, and then shall be released to the City to be used for any lawful
purpose,
(5) The City shall not be required to make any .further payments into the
Sinkhag Fund, including the Accounts therein, and the Reserve Fund when the
aggregate amount of funds in the Sinking Fund, including the Accounts therein, and the
Reserve Fund are at least equal to the aggregate principal amount of the Bonds then
outstanding plus accrued interest thereon, or if all of the Bonds then outstanding have
been otherwise defeased pursuant to Section 1.2.02 hereof,
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(5) The balance of any monies remaining in the l'�evenue Fund after pa\.m. ent
of all required patnnents in paragraphs ('044) above may be used for anv lawful
purpose of the City,
ARTICLE VIII
DEPOSITORIES OF FUNDS, SECURITY FOR
DEPOSITS AND INVESTMENT OF MONEYS
SECTION 8.01 Deposits Constitute Trust Funds. All Funds or other property which at
any time may be owned or held in the possession of or deposited with the City for application
in accordance with the terms .and provisions of this Resolution shall be held in trust and applied
only in accordance with the provisions of this Resolution, and shall not be subject to lied or
attachment by any creditor of the City,
All Funds or other property which at any time may be owned or held in the possession
of or deposited with the City pursuant to this Resolution, and any investment income thereon,
shall be continuously secured, for the benefit of the City and the Bondholders in the order and
manner and for the purposes provided in this Resolution either (a) by depositing with an
Authorized Depository, as custodian, collateral security consisting of obligations of, or
Obligations the principal of .and interest on which are unconditionally guaranteed by, the United
States of America having a :market value (exclusive of accrued interest) not less than the amount
Of such deposit, or (b) in such other manner as permitted hereunder as may then be required or
perJnitted by applicable State and federal law and regulations regarding the security for, or
granting a preference in the case of, the deposit of trust funds, including without limitation, the
provisions of Chapter 280, Florida Statutes, as from time to time amended..
All moneys deposited. with each Authorized Depository shall be credited to the
particular Fund or Account to which. such moneys belong.
SECTION 8.02 Investnnent of Moneys, Moneys held for the credit of the Revenue
Fund, the Sinking Fund and the Reserve Fund may be invested by the City in Perrnitted
Investments. Such investments or reinvestnnents shall mature or become available not later
than the respective dates, as estimated by the City, that the moneys held for the credit of said
Funds and Accounts will be needed for the purposes of such Funds or Accounts; provided,
however, that moneys in the Reserve Fund shall be invested only in Permitted Investments with
a remaining maturity of five years or less from the date of purchase or subject to redemption
upon demand of the holder.
Obligations so purchased as an investment of moneys in any such Fund or Account shall
be deemed at all times to be a part of such Fund or Account, and shall at all tithes, for the
purposes of this Resolution, be valued annually, at the market value thereof, exclusive of
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accrued interest, Deficiencies in the amount on deposit in any Fund or Account resulting from
a decline in market value shall be restored no later than the succeeding valuation date,
All income and profits derived from the investnent of moneys in the Sinking Fund shall
be retained in such Funds and Accounts used for the purposes specified for such respective
Fund and Account, All income and profits derived from the uivestment of moneys in the
Reserve Fund shall be retained in .the Reserve Fund thereiln until ainounts on deposit in such
Reserve Fund shall equal the Reserve Requirement; thereafter such income and profits shall be
released to the City to be used, for any lawful purpose,
ARTICLE IAC
GENERAL COVENANTS OF THE CITY
SECTION 9.01 Notice of Deposit Shortfall. The City covenants that it will notify the
Paying Agent, of any shortfall or deficiency in the Svnk9ng Fund at least.five (5) days before each
principal or Interest Payment Date on which such shortfall is expected to occur,
SECTION 9.02 Annual Audit.
(1) Annual Audit, The City shallrequire that an annual audit of its accounts and
records with respect to its general fnznd and the Pledged Funds and the Funds and Accounts
created herein be completed as soon as practicable after the end of each Fiscal Year by an
independent certified public accountant of recognized standing. Such audit shall be conducted
in accordance with generally accepted au.ditirng standards as applied to governmental units.
(2) Availability of Reports, A copy of the comprehensive annual financial report as
certified according to the requirements stated herein shall be available for inspection at the
offices of the City and shall be promptly furnished to the Underwriters of the Series 2009 Bonds
and mailed to any Bondholder requesting the same, upon payment by such Bondholder, of the
cost of reproduction and mailing.
SECTION 9.03 Receipt of Pledged Revenues, The City covenants, that as long as the
Series 2009 Bonds are outstanding, it will not impair or adversely affect the right of the City to
receive the Pledged Revenues, The City will proceed diligently to perforin legally and
effectively all steps required on its part to collect and receive the Pledged Revenues,
SECTION 9.04 Operation and Maintenance of the Project, The City covenants to
establish and enforce reasonable rules and regulations governing the operation and use of the
Project, operate the Project in an efficient and economical manner, maintain the properties
constituting the Project in good repair and h -t sound-operat -tg condition for so long as the same
are necessary to the operation of the Project upon a revenue-producing basis, and comply with
City of Miami Page 35 of 43 File Id: 09.01150b (Version 2).Printed on: 613012010
all valid acts, rules, regulations, order and directions of any legislative, executive,
administr ative or judicial body that are applicable to the Project,
For so long as the Bonds are outstanding, the City will not construct, maintain or operate
or cause to be constructed, maintained or operated, any off-street parking facilities that would
impair the revenue-producing capacity of the Project unless prior to such construct on,
operationn or maintenance (a) the construction, maintenance or operation of such facilities are,
authorized by the City and incorporated into the Project or (b) the City provides a statement of
a parking consultant to the effect that based upon such parking consultant's la-Lowledge and,
analysis of, the financial performance and operations of the Project, nothing has come to its
attention that would lead it to believe that the City would not be able to meet their payment
obligations as a result of such construction, operation and maintenance
SECTION 9,05 Insurance, The City will purchase and maintain insurance covering such
properties belonging to the Project against loss or damage from such causes as are customarily
insured against by enterprises of a similar nature, business interruption insurance,
comprehensive, general liability, insurance and use and occupancy insurance on the Project for
bodily injury and property damage,
SECTION 9,06 insurance and Condemnation Proceeds. All proceeds of all insurance
required. by Section 9,05 hereof anal all net proceeds resulting from eminent domain
proceedings shall be delivered to'the Paying Agent for deposit h -L the Construction Fund or
Sinkiing Fund and shall be applied at the election of the City;
(1) promptly to replace, repair, rebuild or -restore the Project to substantially the same
condition as that which existed prior to such taking, damage or destruction, with such
alterations and additions as the City may determine; or
(2) to the redemption of Bonds, provided that Bonds may be redeemed only if (A) the
Project has been restored to substantially the same condition as prior to .such damage or
destruction or taking, or (B) the City has determined that the portion of the Project damaged or
destroyed or taken is not necessary to the operation of the Project.
SECTION 9.07 .Disposition of .the Project. Tl-te City will have the right to sell or dispose
of any moveable property or fixtures acquired by the City in connection with the Project, or any
materials used ixn connection therewith if the Finance Director determines that such articles are
no longer useful in connection with the construction or maintenance of the Project or the
operation of the Project and that such sale or disposition will not impair the operating efficiency
of the Project,
The City has the right to demolish or remove any real property and structures now or
hereafter existing as part of the Project provided the City, by resolution, determines that such
removal or demolition does not impair the operating efficiency of the Project,
City of Miami Page 36 of 43 File id: 09-01150b (Version 2) Printed on; 6/30/2010
The City «TiH deposit the proceeds resulting from any abandonment, sale or disposition
of properties constituting the Project to the Construction Fund or to the Revenue Fund, as the
Cit
L), direct,
SECTION 9,08 Tax Covenants, (A) The City shall not use or permit the use of any
proceeds of the Series .2009A Bonds or any other funds of the City, directly or indirectly, to
acquire any securities or obligations, and shall not use or permit tlae u e of any amouznts
received by the City ttit to the Series 2009A Bonds in anmanner
rith respect , and shall not take or
permit to be takers any other action or actions, which would cause any Series 2009A Bonds to be
"private activity bonds" within the meaning of Section 141 or an "arbitrage bond" within the
meaning of Section 148, or "federally guaranteed" within the meaning of. Section 149(b), of the
Inteixnal Revenue Code of 1986, as amended, or otherwise cause interest on the Series 2009A
Bonds to become subject to federal income taxation.
(B) The City shall at all times do and perform all acts and things permitted by law
and this Resolution which are necessary or desirable in order to assure that interest paid on the
Series 2009A Bonds will be excluded from gross income for purposes of federal income taxes
and shall take no 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 Goverzvnent any
amounts required by Section 148(f) of the Code and the regulations thereunder (the
"Regulations"). In order to ensure compliance with the rebate provisions of Section 148(f) of the
Code with respect to any Series 2009A Bonds for which the City intends oxn the date of issuance
thereof to be excluded from gross income for purposes of federal income taxation, the City
hereby creates and establishes the "City of Miami Special Obligation Parking Revenue Bonds
Rebate Fw.nd" (hereinafter the "Rebate Fund") to be held by the City. The Rebate Pond need not
be maintained so long as the City tinnely satisfies its obligation to pay any rebatable earnings to
the United States ':Treasury, however, the City may, as an administrative convenience, maintain
and deposit Rands in the Rebate Fund from time to time. Any moneys held in the Rebate Fund
shall not be considered Pledged Funds and shall not be pledged in any mariner for the benefit of
the holders of the Series 2009A Bonds, :[Moneys in the Rebate Fund (including earnings and
deposits therein) shall be held for future payment to the United States Government as required
by the Regulations and as set forth in instructions of Bond Counsel delivered to the City upon
issuance of such Series 2009A Bonds.
ARTICLE X
ISSUANCE OF ADDITIONAL INDEBTEDNESS
SECTION 10.01 Issuance of Additional Indebtedness, The City will not issue any
obligations (other than the Series 2009 Bonds authorized by Section 5.01 hereof) secured by or
payable from the fledged Funds, or any portion thereof, or voluntarily create or cause to be
created any debt, Tien, pledge, assignment, encumbrance or other charge, in each case, having
City of Miami Fuge 37 of 43 File Id: 09.01150b (Version 2) Printed On: 613012010
priority, to or being on a parity with the lien securing the Series 2009 Bonds issued pursuant to
this Resolution upon the Fledged Funds or any portion thereof,
Notwithstanding the foregoing, the City may at any time or from time to tinge issue
evidences of indebtedness that are payable in whole or in part out of the .Fledged Fronds and
which may be secured by a pledge of the Pledged Funds on a parity with the Series 2009 Bonds
solely for the purpose of fhaancing the costs necessary to complete the Project, Such :additional
Parity Obligations may not exceed 10% of the initial principal ar—rimalt of the Series 2009 Bonds.
Notwithstanding the foregoing, the City may at any time or from time to time issue
evidences of indebtedness that are payable in whole or in part out of the Pledged Funds and
which may be secured by a pledged of the Pledged Funds on a parity with the Series 2009
Bonds if. such Additional Parity Obligations to be issued are refunding bonds, that is, delivered
n-1 lieu of, or in substitution for, or to provide for the payment of one or more series of Bonds or
portions thereof, originally issued under this Resolution if fl -le City shall cause to be delivered a
certificate of the Finance Director setting forth the Total Debt Service Requirement (i) for the
Bonds then outstanding and (ii) for all Bonds to be immediately outstanding thereafter and
stating that the Total Debt Service :Requirement pursuant to (ii) above is not greater than that set
forth pursuant to (i) above,
ARTICLE XI
EVE, NTS OF DEFAULT; REMEDIES
SECTION 11.01 Events of Default, Each of the following events is hereby declared an
"event of default":
(a) payment of principal of any Series 2009 Bond is not be made when the same shall
become due and payable, either at maturity or on required payment dates by proceedings for
redemption or otherwise; or
(b) payments of any installment of interest shall not be ;made when the same shall
become due and payable; or
(c) the City shall fail to make any deposits required to be made hereunder or shall
otherwise fail to comply with any of the covenants and obligations of the City hereut-Lder and
such failure shall continue unreinedied for a period of thirty (30) days after such failure to
deposit or other such occurrence,
.Notwithstanding the foregoing, with respect to the events described sal clause (c) the
City shall not be deemed in default hereunder if such default can be cured within a reasonable
period of time aitd if the City m good faith institutes appropriate curative action and diligently
pursues such action until the default has been corrected,
City of Miami Page 38 of 43 File Id: 09-01150b (Version 2) Printed on: 613012010
Authorized Depository or any Paying Agent (otffier than the City) L -t irrevocable trust for die
benefit
1
fit of such Bondholders (whether or not in any accounts created. herebN) which, when
-uxing not later than the mattl2ft -ion 01
invested in Goveriament Obligations mat LV or redemption 1T
applicable) dates of such principal, redemption premium, if any, and interest, will, together
with the income realized on such investments, be sufficient to pay an such principal,
redemption premium, if any, and interest on said Series 2009 Bonds at the mat=ity, thereof or
the date upon which such Series 2009 Bonds are to be called for redemption (if applicable) prior
to maturity, and (c) provision shall also be made for paying all other surns payable hereunder
by the City allocable to such Series 2009 Bonds, then and in that case the right, title and interest
of such Bondholders hereunder shall thereupon cease, determine and become void.; otherwise,
this Resolution shall be, continue and remain in full force and effect,
SECTION 12,03 Severability, If any one or more of the covenants, agreements or
provisions of this Resolution should be held contrary to any express provision of law or
contrary to any express provision of law or contrary to the policy of express law, though not
expressly prohibited, or against public policy, or shall for any reason whatsoever be held
invalid, -then such covenants, agreements or provisions shall be null and void and shall be
deemed severed from the remaining covenants, agreements or provisions -of this Resolution or
of the Series 2009 Bonds issued hereunder,
SECTION 12,04 No Third -Party Beneficiaries, Except as herein otherwise expressly
provided, noti-ang in this Resolution expressed or implied is intended or shall be construed to
confer upon any person, firm or corporation other than the parties hereto and the owners and
holders of the Series 2009 Bonds issued under and secured by this Resolution, any rights,
remedy or claim, legal or equitable, under or by reason of this Resolution or any provision
hereof, this Resolution and all its provisions being intended to be and being for the sole and
exclusive benefit of the parties hereto and the owners and holders from time to time of the
Series 2009 Bonds issued hereunder.
SECTION 12.05 Controlling Law, Members of City Not Liable. All covenants,
stipulations, obligations and agreements of the City contained mi this Resolution shall be
deemed to be covenants, stipulations, obligations and agreements of the City to the full extent
authorized, by the Act and provided by the Constitution and laws of the State. No covenant,
stipulation, obligation or agreement contained herein shall be deemed to be a covenant,
stipulation, obligation or agreement of any present or future member, agent or employee of the
City in his individual capacity, and neither the members of alae City nor any official executing
the Series 2009 Bonds shall be liable personally on the Series 2009 Bonds or this Resolution or
shall be subject to any personal liability or accountability by reason of the issuance or the
execution by the City or such members thereof.
SECTION 12.06 Effect of Covenants, All covenants, stipulations, obligations and
agreements of the City contained in this Resolution shall be deemed to be covenants,
stipulations, obligations and agreements of the City and of the City Commission and of each
department and agency of the City to the full extent authorized or permitted by law, and all
City of Miami Page 42 of 43 File id; 09-01150b (Version 2) Printed On; 613012010
such covenants, stipulations, obligations and agreements shall bind or inure to the benefit of the
0 CD
successor or successors thereof from time to time and any officer, board, body or commission to
whom or to -wildch any power or duty affecting such covenants, stipulations, obligations and
agreements shall be transferred by or in accordance with law.
Except as otlaenvise provided herein, all rights, powers and privileges conferred and
duties and liabilities imposed upon the City Or Upon tl-Le City Commission by the provisions of
this Resolution shall be exercised or performed by the Comm, ission, or by such other officers,
board, body or commission as may be required by law to exercise such powers or to perform
I
such duties.
SECTION 12.07 Further Authorizations, The Mayor and the City Manager or either of
them and the Clerk, the Finance Director and the City Attorney and such other officers and
employees of the City as may be designated by the Mayor and the City Manager or either of
them are each designated as agents of the City in connection with the sale, issuance and
delivery of the Series 2009 Bonds and are authorized and empowered, collectively or
individually, to take all action and steps and to execute all instruments, documents and
contracts on behalf of the City, including the execution of documentation required in connection
with the negotiated sale of the Series 2009 Bonds to the Underwriters, that are necessary or
desirable in connection with 'the sale, execution and delivery of the Series 2009 Bonds, and
wl-dch are specifically authorized or are not inconsistent JAAtj-j tl-le terms and provisions of this
Resolution, the Bond Purchase Agreement, the Paying Agent and Registrar Agreement, the
Continuing Disclosure Agreement, the Official Statement or any action relating to the Series
2009 Bonds heretofore taken by the City. Such officers and those so designated are hereby
charged with the responsibility for the issuance of the .Series 2009 Bonds, Any and all costs
incurred in connection with the issuance of the Series 2009 Bonds are hereby authorized to be
paid from the proceeds of tlie Series 2009 Bonds.
SECTION 12.08 'Repeal of Inconsistent Resolution. All resolutions or parts thereof in
conflict herewith are to the extent of such conflict superseded arid repealed.
SECTION 12,09 Effective Date, This Resolution shall be effective immediately upon its
adoption arid'signature by the Mayorji}
APPROVED AS TO FORM AND CORRECTNESS:
Jul'Is O.
CITY ATTORNEY
Footnotes:
{I } If the Mayor does not -sign this Series Resolution, it shall become effective at the and. of ton
calendar days from the date it was passed and adopted. If;the Mayor vetoes this Series
Resolution, it shall become effective immediately upon override of the veto by the City
Commission.
City of Miami Page 43 of 43 File Id, 09-01150b (Version 2) Printed On, 6/3012010
CERTIFICATE OF RECORDING OFFICER
1. 1 am the duly appointed and qualified City Clerk of the City of Miami,
Florida, and keeper of the records thereof, including the minutes of its proceedings;
2. A. meeting was duly convened on June 24, 2010, in conformity with all
applicable requirements, a proper quorum was present throughout said meeting and the
instrument hereinafter mentioned was duly proposed, considered and adopted in
conformity with applicable requirements; and all other requirements and proceedings
incident to the proper adoption of said instrument have been duly fulfilled, carried out
and otherwise observed;
3. I am duly authorized to execute this Certificate; and.
4. The copy of Resolution No. R-10-0272 annexed hereto, entitled:
A RESOLUTION OF THE MIAMI CITY COMMISSION, WITH.
ATTACHMENTS, SUPPLEMENTING AND AMENDING RESOLUTION
NO, R-09-0509 ADOPTED ON OCTOBER 22, 2009, TO PROVIDE FOR
THE ISSUANCE OF NOT TO EXCEED $20,000,000 IN AGGREGATE
PRINCIPAL AMOUNT OF CITY OF MIAMI, FLORIDA SPECIAL
OBLIGATION PARKING REVENUE BOND ANTICIPATION NOTES,
SERIES 2010 (MARLINS STADIUM PROJECT)(THE "NOTES");
SETTING CERTAIN BASIC PARAMETERS OF THE TERMS AND
CONDITIONS OF THE NOTES AND AUTHORIZING THE
EXECUTION AND DELIVERY OF THE NOTES, AND ALL OTHER
NECESSARY AGREEMENTS AND DOCUMENTS IN CONNECTION
THEREWITH; MAKING CERTAIN FINDINGS AND
DETERMINATIONS; .AUTHORIZING ALL REQUIRED ACTIONS BY
THE CITY MANAGER, THE CITY ATTORNEY AND ALL OTHER CITY
OFFICIALS IN CONNECTION THEREWITH; AND PROVIDING AN
EFFECTIVE DATE.
is a true, correct and compared copy of the original instrument referred to in said
minutes and as finally adopted at said meeting, which is in full force and effect and, to
the extent required by law, has been duly signed or approved by the proper officer or
officers and is on file and of record.
DATED this 29th day of July, 2010.
(SEAL) Z"
City Clerk
235826
File Number: 10-00724
Enactment Number: R-10-0272
A RESOLUTION OF THE MIAMI CITY COMMISSION WITH ATTACHMENT(S),
SUPPLEMENTING AND AMENDING RESOLUTION N0, R-09-0509 ADOPTED
ON OCTOBER 22, 2009, TO PROVIDE FOR THE ISSUANCE OF NOT TO
EXCEED $20,000,000 IN AGGREGATE PRINCIPALAMOUNT OF CITY OF
MIAMI, FLORIDA SPECIAL OBLIGATION PARKING REVENUE BOND
ANTICIPATION NOTES, SERIES 2010 (MARLINS STADIUM PROJECT) (THE
"NOTES'); SETTING CERTAIN BASIC PARAMETERS OF THE TERMS AND
CONDITIONS OF THE NOTES, AND AUTHORIZING THE EXECUTION AND
DELIVERY OF THE NOTES, AND ALL OTHER NECESSARY AGREEMENTS
AND DOCUMENTS IN CONNECTION THEREWITH; MAKING CERTAIN
FINDINGS AND DETERMINATIONS; AUTHORIZING ALL REQUIRED ACTIONS
BY THE CITY MANAGER, THE CITY ATTORNEY, AND ALL OTHER CITY
OFFICIALS IN CONNECTION THEREWITH; AND PROVIDING AN EFFECTIVE
DATE.
WHEREAS, on October 22, 2009, the City of Miami, Florida (the "City") adopted Resolution No.
R-09-0509 authorizing the issuance of not to exceed One Hundred and Twenty Million Dollars
($120,000,000) City of Miami, Florida Special Obligation Parking Revenue Bonds, Series 2009 to
finance, inter alfa, the City's portion of the construction of the parking facilities for the new Florida
Marlins Baseball Stadium and the cost of issuance associated therewith (collectively, the "Project");
and
WHEREAS, due to the timing of the completion of the Project, the City now desires to commence
construction and is without currently available funds to do so; and
WHEREAS, the City desires to issue not to exceed Twenty Million Dollars ($20,000,000) of City of
Miami, Florida Special Obligation Parking Revenue Bond Anticipation Notes, Series 2010 (Marlins
Stadium Project) (the "Notes") in order to provide interim funding to commence the Project; and
WHEREAS, the City has received a proposal from Merrill Lynch, Pierce, Fenner & Smith
Incorporated to purchase and to hold an aggregate principal amount of not to exceed Fifteen Million
Dollars ($15,000,000) of the Notes not for resale; and
WHEREAS, it is in the best interest of the City to approve the negotiated sale of the Notes to
provide for interim financing for the Project, to authorize the basic parameters of the terms and
conditions of the Notes and certain agreements and documents in connection with the issuance
therewith, to delegate to the City Manager the determination of certain other details of the Notes, and
to authorize the City Manager, the City Attorney, and other appropriate officers of the City to do all
actions necessary and in the best interests of the City in connection with the sale, issuance and
delivery of the Notes;
NOW THEREFORE, BE IT RESOLVED BY THE COMMISSION OF 'THE CITY OF MIAMI,
FLORIDA,
City of Miami Page I of 8 R-10-0272
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File Number: 10-00724
Enactment Number: R-10-0272
A RESOLUTION OF THE MIAMI CITY COMMISSION WITH ATTACHMENT(S),
SUPPLEMENTING AND AMENDING RESOLUTION N0, R-09-0509 ADOPTED
ON OCTOBER 22, 2009, TO PROVIDE FOR THE ISSUANCE OF NOT TO
EXCEED $20,000,000 IN AGGREGATE PRINCIPALAMOUNT OF CITY OF
MIAMI, FLORIDA SPECIAL OBLIGATION PARKING REVENUE BOND
ANTICIPATION NOTES, SERIES 2010 (MARLINS STADIUM PROJECT) (THE
"NOTES'); SETTING CERTAIN BASIC PARAMETERS OF THE TERMS AND
CONDITIONS OF THE NOTES, AND AUTHORIZING THE EXECUTION AND
DELIVERY OF THE NOTES, AND ALL OTHER NECESSARY AGREEMENTS
AND DOCUMENTS IN CONNECTION THEREWITH; MAKING CERTAIN
FINDINGS AND DETERMINATIONS; AUTHORIZING ALL REQUIRED ACTIONS
BY THE CITY MANAGER, THE CITY ATTORNEY, AND ALL OTHER CITY
OFFICIALS IN CONNECTION THEREWITH; AND PROVIDING AN EFFECTIVE
DATE.
WHEREAS, on October 22, 2009, the City of Miami, Florida (the "City") adopted Resolution No.
R-09-0509 authorizing the issuance of not to exceed One Hundred and Twenty Million Dollars
($120,000,000) City of Miami, Florida Special Obligation Parking Revenue Bonds, Series 2009 to
finance, inter alfa, the City's portion of the construction of the parking facilities for the new Florida
Marlins Baseball Stadium and the cost of issuance associated therewith (collectively, the "Project");
and
WHEREAS, due to the timing of the completion of the Project, the City now desires to commence
construction and is without currently available funds to do so; and
WHEREAS, the City desires to issue not to exceed Twenty Million Dollars ($20,000,000) of City of
Miami, Florida Special Obligation Parking Revenue Bond Anticipation Notes, Series 2010 (Marlins
Stadium Project) (the "Notes") in order to provide interim funding to commence the Project; and
WHEREAS, the City has received a proposal from Merrill Lynch, Pierce, Fenner & Smith
Incorporated to purchase and to hold an aggregate principal amount of not to exceed Fifteen Million
Dollars ($15,000,000) of the Notes not for resale; and
WHEREAS, it is in the best interest of the City to approve the negotiated sale of the Notes to
provide for interim financing for the Project, to authorize the basic parameters of the terms and
conditions of the Notes and certain agreements and documents in connection with the issuance
therewith, to delegate to the City Manager the determination of certain other details of the Notes, and
to authorize the City Manager, the City Attorney, and other appropriate officers of the City to do all
actions necessary and in the best interests of the City in connection with the sale, issuance and
delivery of the Notes;
NOW THEREFORE, BE IT RESOLVED BY THE COMMISSION OF 'THE CITY OF MIAMI,
FLORIDA,
City of Miami Page I of 8 R-10-0272
File Number: 10-00724 Enactment Number: R-10-0272
Section 1. Authority. This Resolution is adopted pursuant to the Constitution of the State of
Florida (the "State"); Chapter 166, Florida Statutes as amended, Part VII of Chapter 159, Florida
Statutes, as amended; the City Charter of the City of Miami, Florida; Resolution No, R-09-0509; and
other applicable provisions of law (collectively, the "Act").
Section 2. Definitions. All capitalized undefined terms shall have the meaning as set forth in the
Original Resolution, defined herein. In addition to the words and terms defined in the recitals to this
Resolution, as used herein, the following terms shall have the following meanings herein, unless the
context otherwise requires.
"Bonds" mean the not to exceed One Hundred and Twenty Million Dollars ($120,000,000) City of
Miami, Florida Special Obligation Parking Revenue Bonds, Series 2010 authorized pursuant to the
Original Resolution.
"Bond Registrar" means the Finance Director of the City.
"Default Rate" means a rate equal to the lesser of 10.00% per annum or the highest rate permitted
by law.
"First Interest Period" means a period commencing on the date of issuance of the Notes and
ending six months thereafter.
"Interest Rate" means (i) a rate of 4.00% for the First Interest Period, and (ii) a rate of 4,50%,
increasing by 0.50% per month cumulative, not to exceed the Maximum Rate for the Second Interest
Period.
"Maturity Date" means July 1, 2011.
"Maximum Rate" means 7.00% per annum,
"Notes" mean the not to exceed Twenty Million Dollars ($20,000,000) City of Miami, Florida Special
Obligation Parking Revenue Bond Anticipation Notes, Series 2010 (Marlins Stadium Project)
authorized pursuant to this Resolution.
"Original Resolution" means Resolution No. R-09-0509 adopted by the City Commission of the City
of Miami, Florida on October 22, 2009, as amended and supplemented.
"Paying Agent" means the Finance Director of the City.
"Pledged Funds" means collectively, the (1) Pledged Revenues, (11) all monies, including Non -Ad
Valorem Revenues deposited into the Funds and Accounts, and (iii) the earnings on investments in the
Funds and Accounts created herein pledged to secure the Bonds (with the exception of the Rebate
Fund),
"Purchaser" means Merrill Lynch, Pierce, Fenner & Smith Incorporated as purchaser and holder of
an aggregate principal amount of not to exceed Fifteen Million Dollars ($15,000,000) of the Notes.
"Second Interest Period" means a period commencing at the end of the First Interest Period and
ending on the Maturity Date,
City of Miami Page 2 of 8 R-10-0272
File Number: 10-00724 Enactment Number: R-10-0272
Section 3, Recitals and Findings. The recitals and findings contained in the Preamble of this
Resolution are adopted by reference and incorporated as if fully set forth in this Section. Additionally, it
is hereby ascertained, determined and declared that:
A. It is in the best interests of the City, its citizens and taxpayers to issue the Notes.
B. The Notes shall be payable from (i) the proceeds derived from the sale of the Bonds, and
(ii) if such proceeds are not sufficient, the Pledged Funds.
C. There are expected to be sufficient Bond proceeds and Pledged Funds to pay the interest
and principal on the Notes as the same becomes due and payable.
D. The Pledged Revenues are not now pledged or encumbered in any matter.
E. Neither the City nor the State of Florida or any political subdivision thereof or governmental
authority or body therein, shall ever be required to levy ad valorem taxes to pay the Notes and the
Notes shall not constitute a lien upon any properties owned by or situated within the City, except as
provided herein with respect to the Pledged Funds, in the manner and to the extent provided herein.
F. In accordance with Section 218,385(1), Florida Statutes, as amended, the City hereby
finds, determines and declares that a negotiated sale of the Notes is in the best interests of the City
due to the complexities of the market and timing of the issuance of the Notes, and that 'the City is
selling an aggregate principal amount of not to exceed Fifteen Million Dollars ($15,000,000) of the
Notes to Merrill Lynch, Pierce, Fenner & Smith Incorporated as the Purchaser. Prior to the issuance of
the Notes, the City shall receive from the Purchaser a Purchaser's Certificate, the form of which is
attached hereto as Exhibit B and the Disclosure Letter containing the information required by Section
218.385, Florida Statutes, a form of which isattached hereto as Exhibit C.
Section 4. Contract. In consideration of the acceptance of the Notes authorized to be issued
hereunder by those who shall hold the same from time to time, this Resolution shall be deemed to be
and shall constitute a contract between the City and the Purchaser. The covenants and agreements
herein set forth to be performed by the City shall be for the equal benefit, protection and security of the
Purchaser and all Notes shall be of equal rank and without preference, priority or distinction over any
other thereof, except as expressly provided herein,
Section 5. Authorization of the Notes. Subject and pursuant to the provisions hereof and in
anticipation of the sale and delivery of the Bonds, obligations of the City to be known as "Special
Obligation Parking Revenue Bond Anticipation Notes, Series 2010 (Marlins Stadium Project)" are
authorized to be issued in the aggregate principal amount of not to exceed Twenty Million Dollars and
No Cents ($20,000,000).
Section 6. Description of the Notes. The Notes shall be issued as one or more fully
registered Note(s) in the principal amount not to exceed Twenty Million Dollars and No Cents
($20,000,000), shall be dated as of the date of its/their delivery to the Purchaser thereof and shall
mature on the Maturity Date, The Notes shall be payable to the Purchaser, and shall bear interest at
the Interest Rate, calculated on the basis of a 365 day year for the actual number of days elapsed.
Interest and principal shall be payable upon the Maturity Date or earlier redemption. Upon the
occurrence of an event of default, any due but unpaid principal and interest on the Notes shall bear
interest at the Default Rate from the date due until paid and collected. Anything herein or in the Notes
to the contrary notwithstanding, in no event shall the interest rate borne by the Notes exceed the
maximum interest rate permitted to be paid by the City under applicable law.
City of Miami Page 3 of 8 R-10-0272
File Number: 10-00724 Enactment Number: R-10-0272
On the date of the issuance of the Notes, the City shall receive such sum as shall be requested
by the officers of the City executing the Notes. The Purchaser has agreed to advance the remaining
principal amount of the Notes as requested by the City for the construction costs of the Project, as
provided in the Notes and this Section 6. At no time shall the aggregate principal amount of the Notes
outstanding exceed Twenty Million Dollars and No Cents ($20,000,000), The Notes shall be payable in
any coin or currency of the United States of America which on the respective dates of payment thereof
is legal tender for the payment of public and private debts. The principal and interest on the Notes
shall be payable upon presentation and surrender at the principal office of the Paying Agent to the
registered owners of the Notes.
The City may borrow from time to time up to Twenty Million Dollars and No Cents
($20,000,000) (but only up to Fifteen Million Dollars and No Cents ($15,000,000) from Merrill Lynch,
Pierce, Fenner & Smith Incorporated as the Purchaser) by requesting draws thereunder from time to
time, provided that amounts drawn under the Notes and repaid may not be reborrowed. No draw may
be requested after December 31, 2010.
Each request for draw under the Notes shall be made by the City to the Purchaser by delivery
to the Purchaser of a Requisition in accordance with the Form of Requisition attached hereto as
Exhibit D, indicating the amount of the draw and the date on which such draw is to be made and
stating that the representations and warranties of the City contained herein are true and correct as of
such date. The City Manager is hereby authorized to execute the Requisitions in order to make draws
on the Notes for the purpose authorized herein,
The Purchaser shall not be obligated to advance any funds hereunder if an Event of Default
has occurred and is continuing or if an event, which with the giving of notice or the passage of time, or
both, would constitute an Event of Default has occurred, or in the event that the Purchaser determines,
in its sole discretion, that a material and adverse change has occurred in the financial condition of the
City.
The Notes may be exchanged at the office of the Bond Registrar for a like aggregate principal
amount of Notes, or other authorized denominations of the same series and maturity. Notwithstanding
the foregoing or any provision of this Resolution to the contrary, the Notes shall not be transferred
unless the new purchaser has executed an "investment letter" in substantially the same form and
substance as the "investment letter" executed by the original Purchaser of the Notes.
Section 7. Execution of Notes. The Notes shall be executed in the name of the City by the
City Manager and the seal of the City shall be imprinted, reproduced or lithographed on the Notes and
attested to and countersigned by the City Clerk. In addition, the City Attorney shall sign the Notes,
showing approval of the form and correctness thereof. The signatures of the City Manager, the City
Clerk and the City Attorney on the Notes may be by facsimile. If any officer whose signature appears
on the Notes ceases to hold office before the delivery of the Notes, his signature shall nevertheless be
valid and sufficient for all purposes. In addition, any Notes may bear the signature of, or may be
signed by, such persons as at the actual time of execution of such Notes shall be the proper officers to
sign such Notes, although at the date of such Notes or the date of delivery thereof such persons may
not have been such officers. Any Notes delivered shall be authenticated by the manual signature of the
Finance Director, and the registered owner of any . Notes so authenticated shall be entitled to the
benefits of this Resolution.
Section 8. Notes Mutilated,. Destroyed, Stolen or Lost. If any Note is mutilated, destroyed,
stolen or lost, the City or its agent may, in its discretion (i) deliver a duplicate replacement Note, or (ii)
City of Miami Page 4 of 8 R-10-0272
File Number: 10-00724 Enactment Number: R-10-0272
pay a Note that has matured or is about to mature or has been called for redemption. A mutilated Note
shall be surrendered to and cancelled by the Bond Registrar. The holder of the Note must furnish the
City or Its agent proof of ownership of any destroyed, stolen or lost Note; post satisfactory indemnity;
comply with any reasonable conditions the City or its agent may prescribe; and pay the reasonable
expenses of the City or its agent.
Any such duplicate Note shall constitute an original contractual obligation on the part of the City
whether or not the destroyed, stolen or lost Note be at any time found by anyone, and such duplicate
Note shall be entitled to equal and proportionate benefits and rights as to lien on, and source of
payment of and security for payment from, the funds pledged to the payment of the Note so mutilated,
destroyed, stolen or lost.
Section 9. Provisions for Redemption. The Notes may be made subject to redemption prior
to their maturity in whole or in part on any date. Notice of redemption shall be given by deposit in the
U.S. mails of a copy of a redemption notice, postage prepaid, at least fifteen (15) calendar days before
the redemption date to all registered owners of the Notes or portions of the Notes to be redeemed at
their addresses as they appear on the registration books to be maintained in accordance with the
provisions hereof. Failure to mail any such notice to a registered owner of a Note, or any defect
therein, shall not affect the validity of the proceedings for redemption of any Notes or portion thereof
with respect to which no failure or defect occurred.
Section 10. Form of Notes. The Notes shall be in substantially the form attached hereto
as Exhibit A, with only such omissions, insertions and variations as may be necessary and desirable
and permitted by this Resolution or by any subsequent ordinance or resolution adopted prior to the
issuance thereof.
Section 11. Covenants of the City. For so long as the Notes shall be outstanding and
unpaid or until there shall have been irrevocably set apart a sum sufficient to pay, when due, the entire
principal of the Notes, together with interest accrued and to accrue thereon, the City covenants with
the owners of the Notes as follows:
A. PROCEEDS FROM BONDS. Upon the receipt of the proceeds of the Bonds, the City shall
apply such proceeds as follows:
(1) There shall be transmitted to the Paying Agent to pay forthwith the principal
of the Notes and the interest accrued thereon to the date of payment.
(2) For deposit and application of 'the balance of such proceeds pursuant to the
provisions of the Original Resolution,
B. APPLICATION OF PRIOR COVENANTS. The covenants and pledges contained in the
Original Resolution shall be deemed to be for the benefit, protection and security for the payment of
the Notes and for the owners thereof in like manner as applicable to the Bonds, provided, however the
reserve requirements applicable to the Bonds shall not apply to the Notes. Such covenants and
pledges shall be applicable to the Notes herein authorized and are incorporated by reference herein to
the same extent as if set forth in full herein,
C. SALE OF BONDS. The City shall sell a sufficient principal amount of Bonds in order to
have funds available to pay the Notes and the interest thereon as the same become due.
Section 11. Tax Covenants. No use will be made of the proceeds of the Notes which, if such
City of Miand Page 5 of 8 R-10-0272
File Number: 10-00724 Enactment Number: R-10-0272
use were reasonably expected on the date of issuance of the Notes, would cause the same to be
"arbitrage bonds" within the meaning of the Internal Revenue Code of 1986, as amended (the "Code").
The City at all times while the Notes and the interest thereon are outstanding will comply with the
requirements of the Code, including any amendments thereto and any valid and applicable rules and
regulations promulgated thereunder necessary to maintain the exclusion of the interest on the Notes
from federal gross income including the creation of any rebate funds or other funds and/or accounts
required in that regard.
Section 12. Security; Notes Not General Indebtedness, The Notes shall not be deemed
to constitute general obligations or a pledge of the faith and credit of the City, the State or any political
subdivision thereof within the meaning of any constitutional, legislative or charter provision or limitation,
but shall be payable solely from and secured by a lien upon and a pledge of the Pledged Funds, in the
manner and to the extent herein provided. No holder of Notes shall ever have the right, directly or
indirectly, to require or compel the exercise of the ad valorem taxing power of the City, the State or any
other political subdivision of the State or taxation in any form on any real or personal property to pay
the Notes or the interest thereon, nor shall any holder of Notes be entitled to payment of such principal
of and interest from any other funds of the City other than the proceeds of the Bonds and the Pledged
Funds, all in the manner and to the extent herein provided. The Notes and the indebtedness evidenced
thereby shall not constitute a lien upon any real or personal property of the City, but shall constitute a
lien only on the proceeds of the Bonds and the Pledged Funds, all in the manner and to the extent
provided herein.
Until payment has been provided as herein permitted, the payment of the principal of and
interest on the Notes shall be secured forthwith equally and ratably by a prior lien on the proceeds
derived from the sale of the Bonds and the Pledged Funds, and the City does hereby irrevocably
pledge the same to payment of the principal thereof and interest thereon when due.
Section 13, Sale of Note. The Note is hereby sold and awarded to the Purchaser, at the
price of par and the City Manager, the City Clerk and City Attorney are hereby authorized to execute
and deliver the Note in the form set forth herein, receive the purchase price therefor and apply the
proceeds thereof as hereinafter provided, without further authority from this body. The City Manager
and the City Clerk are authorized to make any and all changes on the form of the Note which shall be
necessary to conform the same to the commitment of the Purchaser. Execution of the Note by the
City Manager, the City Clerk and the City Attorney shall be conclusive evidence of their approval of the
form of the Notes.
A. Section 5,01 of the Original Resolution is hereby amended as follows:
SECTION 6.01 Authority for the Issuance of Series 200-9 2010 Bonds. The
City hereby authorizes the issuance of the Series 2409 2010 Bonds in two series and
pursuant to the provisions hereof, to be known as "City of Miami, Florida Tax -Exempt
Special Obligation Parking Revenue Bonds, Series 2009A 2010A (Marlins Stadium
Project)" and "City of Miami, Florida Taxable Special Obligation Parking Revenue
Bonds, Series 2009B 2010E (Marlins Stadium Project) are hereby authorized to be
issued at one time or as needed in an aggregate principal amount not to exceed One
Hundred Twenty Million Dollars ($120,000,000), for the purpose of, together with other
available moneys, fil to pay for the cost of the Project, kai to fund a deposit to the
Reserve Fund or pay cost of a Reserve Product, (iii) to refund any interim financings,
and (iv) to pay the costs of issuance of the Series 2-GG9 2010 Bonds. .
City of Miand Page 6 of 8 R-10-0272
File Number- 10-00724 Enactment Number: R-10-0272
B. The Original Resolution shall be further amended as follows:
All references to Series 2009 Bonds In the Original Resolution shall mean Series 2010 Bonds.
Section 15. Severability. If any one or more of the covenants, agreements or provisions of this
Resolution should be held contrary to any express provision of law or contrary to any express provision
of law or contrary to the policy of express law, though not expressly prohibited, or against public policy,
or shall for any reason whatsoever be held invalid, then such covenants, agreements or provisions
shall be null and void and shall be deemed severed from the remaining covenants, agreements or
provisions of this Resolution or of the Notes issued hereunder.
Section 16. Controlling Law; Members of City Not Liable. All covenants, stipulations,
obligations and agreements of the City contained in this Resolution shall be deemed to be covenants,
stipulations, obligations and agreements of the City to the 'full extent authorized by the Act and
provided by the Constitution and laws of the State. No covenant, stipulation, obligation or agreement
contained herein shall be deemed to be a covenant, stipulation, obligation or agreement of any present
or future member, agent or employee of the City in his individual capacity, and neither the members of
the City nor any official executing the Notes shall be liable personally on the Notes or this Resolution or
shall be subject to any personal liability or accountability by reason of the issuance or the execution by
the City or such members thereof.
Section 17. Further Authorizations. The Mayor and the City Manager or either of them and
the City Clerk, the Finance Director and the City Attorney and such other officers and employees of the
City as may be designated by the Mayor and the City Manager or either of them are each designated
as agents of the City in connection with the sale, issuance and delivery of the Notes and are
authorized and empowered, collectively or individually, to take all action and steps and to execute all
Notes, instruments, agreements, certificates, documents and contracts on behalf of the City, including
the execution of documentation required in connection with the negotiated sale of the Notes to the
Purchaser, that are necessary or desirable in connection with the sale, execution and delivery of the
Notes, and which are specifically authorized or are not inconsistent with the terms and provisions of
this Resolution or any action relating to the Notes heretofore taken by the City. Such officers and those
so designated are hereby charged with the responsibility for the issuance of 'the Notes, Any and all
costs incurred in connection with the issuance of the Notes are hereby authorized to be paid from the
proceeds of the Notes.
Section 18. Repeal of Inconsistent Resolution. All resolutions or parts -thereof in conflict
herewith are to the extent of such conflict superseded and repealed.
Section 19. Effective Date. This Resolution shall be effective immediately upon its adoption
and signature by the Mayor. 111
Date: JUNE 24, 2010
Mover: VICE CHAIRMAN CAROLLO
Seconder: COMMISSIONER DUNN 11
Vote: AYES: 5 - COMMISSIONER(S) CAROLLO, GORT, SARNOFF, SUAREZ AND
DUNN 11
Action: ADOPTED WITH MODIFICATIONS
City of Miand Page 7 of 3 R-10-0272
File Number: 10-00724 Enactment Number: R-10-0272
Date: JULY 1, 2010
Action: SIGNED BY THE MAYOR
1, Priscilla A. Thompson, City Clerk of the City of Miami, Florida, and keeper of the records thereof, do
hereby certify that this constitutes a true and correct copy of Resolution No. R-10-0272, with
attachments, passed by the City Commission on 6/24/2010.
July 27, 2010
City C�,@yk, Deputy Clerk (for P. A. Thompson, Date Certified
City, Clerk)
11 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 8 of 8 R-10-0272
CERTIFICATE OF RECORDING OFFICER
1, 1 am the duly appointed and qualified City Clerk of the City of Miami, Florida, and
keeper of the records thereof, including the minutes of its proceedings;
2. A. meeting was duly convened on July 8, 2010, in conformity with all applicable
requirements; a proper quorum was present throughout said meeting and the instrument
hereinafter mentioned was duly proposed, considered and adopted in conformity with
applicable requirements, and all other requirements and proceedings incident to the proper
adoption of said instrument have been duly fulfilled, carried out and otherwise observed;
3. 1 am duly authorized to execute this Certificate; and
4. The copy of Resolution No. R-10-0281 annexed hereto, entitled:
A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF MIAMI,
FLORIDA, AM -ENDING RESOLUTION NO. 09-0509 ADOPTED ON OCTOBER 22,
2009, AS AMENDED, REGARDING THE ISSUANCE OF NOT TO EXCEED
$120,000,000 IN AGGREGATE PRINCIPAL AMOUNT OF CITY OF MIAMI,
FLORIDA SPECIAL OBLIGATION PARKING REVENUE BONDS, SERIES 2010
(MARLINS STADIUM PROJECT) (THE "BONDS") TO AMEND THE
DELEGATION PARAMETERS FOR THE SALE AND ISSUANCE OF THE BONDS;
MAKING CERTAIN FINDINGS AND DETERMINATIONS; AUTHORIZING ALL
REQUIRED ACTIONS BY THE CITY MANAGER, THE CITY ATTORNEY, AND
ALL OTHER NECESSARY CITY OFFICIALS; AND PROVIDING AN EFFECTIVE
DATE,
I
is a true, correct and compared copy of the original instrument referred. to in said minutes and
as finally adopted at said meeting, which is in full force and effect and, to the extent required by
law, has been duly signed or approved by the proper officer or officers and is on file and of
record.
No. 1(c)
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City Hall
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File Number: 10-00849
Enactment Number: R-10-0281
A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF MIAMI,
FLORIDA, AMENDING RESOLUTION NO. 09-0509 ADOPTED ON OCTOBER
22, 2009, AS AMENDED, REGARDING THE ISSUANCE OF NOT TO EXCEED
$120,000,000 IN AGGREGATE PRINCIPAL AMOUNT OF CITY OF MIAMI,
FLORIDA SPECIAL OBLIGATION PARKING REVENUE BONDS, SERIES 2010
(MARLINS STADIUM PROJECT) (THE "BONDS") TO AMEND THE
DELEGATION PARAMETERS FOR THE SALE AND ISSUANCE OF THE
BONDS; MAKING CERTAIN FINDINGS AND DETERMINATIONS;
AUTHORIZING ALL REQUIRED ACTIONS BY THE CITY MANAGER, THE CITY
ATTORNEY, AND ALL OTHER NECESSARY CITY OFFICIALS; AND
PROVIDING AN EFFECTIVE DATE.
WHEREAS, on October 22, 2009, the City of Miami, Florida (the "City") adopted Resolution
No. 09-0509, as amended and supplemented (the "Original Resolution") authorizing the issuance of
not to exceed $120,000,000 City of Miami, Florida Special Obligation Parking Revenue Bonds, Series.
2010 (the "Bonds") to finance, among other things, the City's portion of the construction of the parking
facilities for the new Florida Marlins Baseball Stadium and the cost of issuance associated therewith;
and
WHEREAS, due 'to the timing of the marketing and sale of the Bonds, the City desires to
amend the delegation parameters to increase the not to exceed true interest costs; and
WHEREAS, it is in the best interest of the City to make such changes given the current market
conditions;
NOW THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF MIAMI,
FLORIDA:
SECTION 1. Recitals and Findings. The recitals and findings contained in the Preamble of this
Resolution are adopted by reference and incorporated as if fully set forth in this Section.
SECTION 2. Authority. This Resolution is adopted pursuant to the Constitution of the State of
Florida (the "State"); Chapter 166, Florida Statutes. as amended, Part VII of Chapter 159, Florida
Statutes, as amended; the City Charter of the City of Miami, Florida; the Original Resolution; and other
applicable provisions of law (collectively, the "Act").
A. Section 5.13 of the Original Resolution is hereby amended and restated as follows:
SECTION 5.13. Delegated Awards; Authorization and Approval of Band
Purchase Agreement. Subject to full satisfaction of the conditions set forth in this
Section, the City Commission of the City hereby authorizes a delegated negotiated sale
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of the Series 2010 Bonds to the Underwriters in accordance with the terms of the Bond
Purchase Agreement in accordance with the provisions of this Section (including,
without limitation, making the final determination concerning the structuring and
marketing of the Series 2010 Bonds to obtain the most favorable rating and interest rate
on the Series 2010 Bonds), and the execution and delivery of the Bond Purchase
Agreement shall be deemed conclusive evidence of the full and complete satisfaction of
the conditions set forth in this Section.
Notwithstanding the foregoing, prior to execution of the Bond Purchase
Agreement all of the following conditions shall have been satisfied:
1. Receipt by the City Manager of a written offer to purchase the Series
2010 Bonds by the Underwriters substantially in the form of the Bond Purchase
Agreement, said offer to provide for, among other things:
(a) the issuance of not exceeding $120,000,000 aggregate principal amount
of Series 2010 Bonds;
(b) (i) a purchase price of not less than ninety-nine percent (99%) (inclusive of
underwriters' discount, but not inclusive of original issue discount and original issue
premium; the original issue discount and original issue premium may be such as is
necessary to market and sell the Series 2010 Bonds) of the original principal amount of
the each series of Series 2010 Bonds, and (ii) the underwriters' discount shall not
exceed 1 % of the oar amount of the Series 2010 Bonds:
(c) with respect to the Series 2010A Bonds (i) a true interest cost of not more
than 6-,50 7.50% per annum and (ii) the 'Final maturity of the Series 2010A Bonds being
no later than July 1, 2040; and
(d) with respect to the Series 2010E Bonds (i) a true interest cost of not more
than &.-W 9.50% per annum and (ii) the final maturity of the Series 2010B Bonds being
no later than July 1, 2040,
2. The Series 2010 Bonds shall be subject to such optional and mandatory
redemption provisions as provided in the Bond Purchase Agreement; provided that the
optional redemption premium shall not exceed 102%,
The City Manager, in consultation with the Finance Director, Bond Counsel, and
the Financial Advisor, is authorized to determine such redemption provisions as are
most advantageous to the sale of the Series 2010 Bonds, all as provided in the Bond
Purchase Agreement,
3. Receipt by the City Manager from the Underwriters of a disclosure statement
and truth -in -bonding information complying with Section 218,385, Florida Statutes and
substantially in the form attached to the Bond Purchase Agreement.
Upon satisfaction of the conditions set forth in this Section, the City Commission
hereby authorizes and directs the City Manager to determine the final provisions of the
Bond Purchase Agreement, within the parameters for the Series 2010 Bonds set forth
above in this Section 5.13. The execution and delivery of the Bond Purchase
Agreement is hereby authorized and approved and the City Manager is hereby
City of Miami Page 2 of 4 R-10-0281
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authorized to execute and the Clerk is hereby authorized to attest to, seal and deliver
the Bond Purchase Agreement in substantially the form approved at this meeting and
attached hereto as Exhibit "A", subject to such changes, insertions and omissions and
such filling in of blanks therein as hereafter may be approved and made by the City
Manager upon the advice of the City's Financial Advisor, the City Attorney and Bond
Counsel, The execution, attestation and delivery of the Bond Purchase Agreement, as
described herein, shall be conclusive evidence of the City's approval of any such
determinations, changes, insertions, omissions or filling in of blanks.
SECTION 4. Severability. If any one or more of the covenants, agreements or provisions of
this Resolution should be held contrary to any express provision of law or contrary to any express
provision of law or contrary to the policy of express law, though not expressly prohibited, or against
public policy, or shall for any reason whatsoever be held invalid, then such covenants, agreements or
provisions shall be null and void and shall be deemed severed from the remaining covenants,
agreements or provisions of this Resolution.
SECTION 5. Repeal of Inconsistent Resolution. All resolutions or parts thereof in conflict
herewith are to the extent of such conflict superseded and repealed.
SECTION 6. Effective Date. This Resolution shall be effective immediately upon its adoption
and signature by the Mayor.{1)
Date: .
JULY 8, 2010
Mover:
COMMISSIONER GORT
Seconder:
COMMISSIONER DUNN 11
Vote:
AYES: 5 - COMMISSIONER(S) CAROLLO, GORT, SARNOFF, SUAREZ AND
DUNN 11
Action:
ADOPTED
Date: JULY 8, 2010
Action: SIGNED BY THE MAYOR
City of Miami Page 3 of 4 R-10-0281
File Number: 10-00849 Enactment Number: R-10-0281
1, Priscilla A. Thompson, City Clerk of the City of Miami, Florida, and keeper of the records thereof, do
hereby certify that this constitutes a true and correct copy of Resolution No. R-10-0281, passed by the
City Commission on 7/8/2010,
/"�'i
ity Clerk, Deputy Clerk (for P. A. Thompson,
City Clerk)
July 27, 2010
(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 0f.Miami Page 4 of 4 R-10-0281