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HomeMy WebLinkAboutExhibit A-SUBTHIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Composite Exhibit A City Commission Resolution No. 09-0509, adopted October- 27, 2009, and Disclosure Dissemination Agreement, dated as of July 29, 2010 3725 Exhibit A -SUB THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. CERTIFICATE OF RECORDIIjG OFFICER 1. 1 am the duly appointed mcl qualified City Clerk of the City of MiamL Florida, and keepe1° of the records thereof, including the minutes of its proceedings; 2. A meeting was duly convened ori October 22, 2009, hi conformity with all applicable requirements; a proper quorum was present throughout said meeting and the instrLiment hereinafter mentioned was duly proposed, considered and adopted in conformity with applicable requirements; and a][ other requirerrmams arid. proceerW7gs incident to the proper adaption of said instr-urnent have been di11y fulfilled, carried out and otherwise obsorved; 3, 1 ain dilly aUdIOrizcld tin execute this Certificate; and 4. The coley of Resolution No. R-09-0509 annexed hereto, oiititloct: A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF IVI.IAMI, FLOI:IDA, 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 S'rADIU�vI 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, I='ARKING FACILITIES FOR THE NEW FLORIDA MARLINS BASEBALL STADIUM AMD COSTS OF ISSUANCE', ASSOCIATED WITH TRIC SERIES 2009 BONDS; MAILING CERTAIN FINDINGS AND DETERMINATIONS; DELEGATING TO THE CITY MANAGER THE DETERMINATION OF CERTAIN MATTERS .AND D1 TAILS CONCERNING TI -IF, SERIES 2009 BONDS; PROWDING FOR THE FUNDING OF A RESERVE FUND; AUTHORIZING A NEGOTMTED SALE OF TIE SEICES 2009 BONDS; APPROVING THE FORNI AND AUTHORIZING THE EXECUTfON AND DELIVERY OF A BOND PURCEASE AGREEMENT IN CONNECTION THEREWITH, APPOINTING A PAYING .AGENT AND BOND REGISTRAR; APPROVING 'rHE FORM AND AUTFIORIZING THE EXECUTION AND iDELIVERY OF A PAYING .AGENT AND REGISTRAR AGREEMENT"; APPROVING UNCERTIFICATED, BOOK ENTMY ONLY REGISTRATION OF SAID SERIES 2001 BONDS WITH THE DEPOSITORY TRUST COMPANY; APPROVING THE FORM AND AUTI-IORiZING THE DISTRIBUTION OF A PRELIIWII-NARY OFFICIAL STATEMENT AND AN OFFICIAL STATERVIWT AND PROVIDING FOR THE SELECTION OF A FINANCIAL PRINTER THEREFOR; COVENANTING TO PROVIDE CONTINUING DISCLOSURE IN CONNECTION W111-1 THE SERIFS 2009 FONDS IN ACCORDANCE WITH SECURITIES AND EXCHANGE 235831 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. COMMISSION PULE 15c2-12 AND APPROVING, THIs FORM AND AUTI"IORJZING THE EXECUTION AND DELIVERY OF A CONTINUING DISCLOSURE AGREEMENT WITIi RESPECT THERETO; AUTHOIZIZING ALL REQUIRED ACTIONS BY THE CITY MANAGER AND A.LI, C)T.Hr--R CITY OFFICIALS, AND PROVIDING AN EFFECTIVE DATE. is a true, correct and compared copy of the original instrument referred to in said minutes acid as finally adopted at said meeting, wili.ch is isi Bail loo -02 aitd effect, excepL as amended by sul secIueIlt reSoJuti.on and, to [lie 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 291h day Of July, 2010. Ci ty Geri:" 358. File Number 09-011500 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. City of Nflarni Certified Copy C,ty Hall 3500 Pan A+nerican Drive Miami, FL 33135 www.miami ay.com Enuc(nicut Nuotber. R-09-0509 A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF MIAMI, FLORIDA, WITH A 7TACIIMENT(S), PROVIDING FOR THE T55UANCE OF NOT TO EXCEED $120,000,000 IN AGGREGATE PRINCIPAL AMOUNT OF CITY OF MIAMI, FLORIDA SPECIAL OBLIGATION PARICNG REVENUE BONDS, SENUES 2009 (MARLINS STAD1LM PROJECT) TO BE ISSUED IN OHNE OR MORE SERIES ON A TAXABLE AND TAS; -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 ISSUANC> ASSOCIATED W I`I'H THE SERIES 2009 BONDS; MAKING CERTAIN FINDINGS AND DLTEP.MI,NATIONS; DIELEGAJING TO THE CITY MANAGER TMT:; DETERi%flVr'LI10N OF CERTAIN MATTERS AND DETAILS C ONCI:IZN`CNG THE, SERIES 2009 BONDS; PROVIDING FOR THE FIJNDING OF A RESERVE FUND; AUTI-10-PUZTNG A NEGOTIATED SALE OF THE SERIES 2009 BONDS; APPROVING TT -3I; FORM AND AUTHORIZING THE EX CLITION AND DELIVERY OF A BOND PURCHASE AGREEMENT IN CQNNECTfON THEREWITH; APPOINTING A .PAYING AGENT AND BOND REGISTRAR; APPROVING THE FOM AND AUTHORISING THE 'EXECUTION AND DELIVERY OF A PAYING AGENT AND REGISTRAR AGREEMENT; APPROVING UNCERTIFICATED, BOOK ENTRY ONLY REG19FRATION OF SAID SERIES 2009 BONDS WITH THE DEPOSTTORY TRUST COMPANY; APPROVING THE FORM AND AUTHORIZING THE DISTRIBUTION OF A PRELl-DAINARY OFFICIAL STATEMENT AND AN OFFICIAL STATEMENT AND PROVIDING FORTHF SEL CTION OF A FINANCIAL PRINTER THEREFOR; COVENANTING TO PROVIDE CONTINUING DISCLOSURE IN CONNECTION WITH THE SERIES 2009 BONDS IN ACCORDANCE WITH SECURITIES AND EYCHANC1 . COMMISSION RULE 15c2-12 AND APPROVING'TIvIE I7IM AND Al:71-10RIZING THE EXECUTION ANIS DELIVERY OF A CONTINUFNJG DISCLOSURE AGREEMENT WITH RESPECT THERETO; AUI.TIORIZING ALL REQUIRED ACTIONS BY THE CITY MANAGER AND ALL OTI-IER CITY OFFICIALS; AND PROVIDINGAN EFFECTIVE 077. SEE: COMPLETE LEGiSLAT1ON AS AN ATTACHMENT 09-01150b Complete Legisiation.pdf (43 pages). Date: OCTOBER 22, 2009 c: Ira) of A-humi Page 1 01'2 12-iJ9-tlSi1�1 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. File Numhen 09-01150h I'mictment Nustihex: 13-09-17509 Date: OCTOBER 22, 2009 Mover: COMMISSIONER SA,RNOFF Seconder: CHAIR SANCHEZ Vote: AYES: 3 - COM MISS IONER(S) GONzALEZ, SARNOFF AND SANCHEZ !TOES: 2 - COM MISSiONER(S) REGALADO AND SPENCE-JONES Action: ADOPTED WITH MODIFICATIONS Date: OCTOBER 27, 2009 Action: SIGNED BY THE MAYOR I, Priscilla A. Thompson, City Clerk of the City of Miami, Florida, and keeper of the records thereof, do hereby certify that this constitutes a true and correct copy of Resolution No. R-00-0509, with attachments, passed by the City Commission on 10/2212009. City Clerk, Deputy Cleric (for P. A..bmpso11, City Cleric] .I::ly 27, 2010 Date Certified Cil) u/hlopla Page 2 c+j3 R-09-009 09 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. r' F City Hail City of Miami 3500 Pan American Drive :'-�cf�•- .ICY{sy, Miami, FL 33,133 +' M www.mfamigov.com Legislation fir[; 4'[ ,� ,- Resolution: R-09-0509 File Number: 09-01150b Final Activit Date. 1012212009 A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF MIAMI, FLORIDA, WITH ATTACHMENT(S), PROVIDING FOR THE ISSUANCE OF NOT TO EXCEED $120,000,000 IN AGGREGATE PRINCIPAL AMOUNT OF CITY OF MIAMI, FLORIDA SPECIAL OBLIGATION PARILING REVENUE BUNDS, 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; MAILING CERTAIN FINDINGS AND DETERI~'1{INATIONS; 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 ANI) 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 WiTI-I 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, 2005, the City of Miami, Florida (the "City"), Miami -Dade County, Florida (the "County'") and Florida Marlins, L.P. (the "Stadium Operator") executed a Baseball Stadium Agreement Outlining the terms and conditions which they would move forward to design, develop, construct and operate a Marlins Baseball. Stadium and related parking facilities to be located on tine old Orange Bawl Stadium site; WHEREAS, on April 15, 2009, the City, the County and the Marlins Stadium Operator, LLC entered into the City Parking Agreement (the "City Parking Agreement") which provides City of Miami Page 1 of 43 File Id: 09.01150b (Version 2) Printed On: 613012010 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. for the construction, operation and use of parking facilities to be made available to users of the Marlins Baseball Stadium and other users; WHEREAS. the City desires to provide for financing its portion of the parking facilities as outlined in the City Parking Agreement by issuing the Series 2009 Bands; and WHEREAS, tlne City desires to approve the negotiated sale of such Series 2009 Bonds, to approve the farms of certain agreements in connection with the issuance of such Series 2409 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 tine Series 2009 Bonds. NOW THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF MIAMI, FLORIDA: ARTICLE I AUTHORITY FOR, THIS RESOLUTION SECTION 1..01. Authority. This Resolution is adopted pursuant to the Constitution of the State of Florida (the "State"); Chapter 166, Florida Statutes as amended, Part VII of Chapter 159, Florida Statutes, as amended; the City Charter of the City of Miami, Florida; and other applicable provisions of law (collectively, the "Act"). ARTICLE II DEFINITIONS SECTION 2,01 Definitions. In addition to the words and terms defined in the recitals to this Resolution, as used herein, unless the context otherwise requires: "Account" means an account created and established render this Resolution. "Act" shall have the meainvng ascribed in Article I hereof, "Additional Parity Obligations" means additional obligations issued in compliance with tine terms and conditions and limitations contained in this Resolution and which (i) shall have a lied on the Pledged Funds equal to that of the Series 2009 Bonds and (ii) shall be payable from the proceeds of the Pledged Funds on a parity with the Series 2009 Bonds. City of Miami Page 2 of 43 File ld: 09.01150b (Version 2) Prinked On: 6/3012010 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. "Amortization Requirements" means the funds to be deposited in the Sinking Fund for the payment at maturity or redemption of a portion of Term bands, as established by the City at or before the delivery of the Bonds. "Annual Budget" meads the budget or budgets, as amended and supplemented from time to time, prepared by the City for each Fiscal Year in accordance with the laws of the State. "Arulual Debt Service Requirement" for any Fiscal Year, shall mean the respective amounts which are needed to provide: (a) for payment of the interest on all Bonds then Outstanding which is payable on each lr-iterest 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 Bands of such series for such Fiscal Year. "Autb.ori7Rd Depository" means any bank, trust company, national baring association, savings and loan association, savings bank or other banking association selected by the City as a depository, which is authorized under State law to be a depository of municipal funds and which has complied with all applicable State and federal requirements concerning the receipt of City fiu-ids. "Bond Amortization Account" means the Bond Amortization Account withv-i the Sinking Fund established pursuant to Section 7.01 of this Resolution. "Bond Coinisel" means Bryant Miller ©live P.A. "Bond Purchase Agreement" means the Band Purchase Agreement substantially in the Form attached to this Resolution as Exhibit "A" hereto between the Underwriters and ffie City with respect to the sale of the Series 2009 Bonds.. "Bond Registrar" means, initially, TD Bank, National Association and, thereafter, any other agent designated from time to time by the City, by resolution, to maintain the registration books for the Series 2009 Bonds or to perform other duties with respect to registering the transfer of the Series 2009 Bonds. "Bondholder," "Holder" or "registered owner" means the person in whose name any Bond is registered on the registration Books maintained by the Bond Registrar. "Bonds" means the Series 2009 Bonds and any Additional Parity Obligations issued hereunder. City of Miami Page 3 of 43 File Id: 09.091546 (Version z) Printed On: &13012010 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. "Business Day" means any day other than (i) a Saturday or Sunday, (ii) a day oil which banking institutions in the city or cities n1 which the designated office of the Paying Agent is located are authorized by law or executive order: to close, (iii) any day on which the Federal Reserve Bank of Atlanta or the New York Stack Exchange is closed, or (iv) a day on which the Securities Depository is closed. "City" means the City of Miami, Florida. "City Attorney" means the City Attorney of the City or any designated Assistant City Attorney. "City Commission" means the City Commission of the City of Miami, Florida. "City Mai-iager" means the City Manager of the City or any Assistant City Manager or other designee of the City Manager, "Cleric" mewls the City Clerk or any Deputy City Clerk of the City. "Closing Date" means tl ie date of issuance and delivery of the Series 2009 Bonds to the Underwriters, being tl,e original purchasers thereof. "Cade" 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 " mewzs a portion of the revenues collected annually (excluding any carryover from prior year collections) by the County of the levy on the exercise withii-i its boundaries of the taxable privilege of leasing or Ietting transient recital accorrunodations at the rate of three percent (3%) of the total consideration charged therefore as currently authorized pursuant to Section 212.0305(4)(b), Florida Statutes (net of Tax Collector administrative costs for local administration pursuant to Section 212.0305(5)(b)5, Florida, Statutes) and allocated to the City as provided in the Interlocal Agreement. "County" means Miami -Dade County, Florida. "Credit Bank" means the person (other than an Insurer) providing a Credit Facility. "Credit Facility" means a letter of credit, a line of credit or another credit erdiancernent or liquidity facility provided by a Credit Bank (other than an lrisurauce 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 at 43 File Id: 09 -DI I 50 (Version 2) Printed On; 6/301201£1 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. "Fiscal Year" means the period commencing on October I of each year and ending on the succeeding September 30, or such other consecutive 12 -month period as may be hereafter designated as the fiscal year of the City pursuant to general law. "Fund" shall mean a fund created and established tinder this Resolution. "Government Obligations" paeans: (a) Direct obligations of, or obligations guaranteed by, the United States of America; (b) Any bonds or other obligations of any state of the United States of America or of any agency, instrumentality or local governmental unit of any such state (i) which are not callable prior to maturity or as to which irrevocable instructions have been given to the trustee of such bonds or other obligatiotns by the obligor to give dire notice of redemption and to call such bonds for redemption on the date or dates specified in such instructions, (ii) which are secured as to principal and interest and redemption premiuran, if any, by a fund consisting only of cash or bonds or other obligations of the character described un clause (a) hereof which fund may be applied only to the payment of such principal of and interest and redemption premium, if any, oro 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 innterest on the bonds and obligations of the character described in clause (a) hereof wI-rich have been deposited in such fund along with any casts oil deposit in such fund are sufficient to pay principal of and interest and redemption premium, if any, on the bonds or other obligations described in this clause (b) on the maturity date or dates thereof or oro the redemption date or dates specified in the irrevocable instructions referred to in subclause (i) of this clause (b), as appropriate; (e) Evidences of indebtedness issued by the Federal Home Loan Banks, Federal Home Loan Mortgage Corporation (including participation certificates), Federal Financing Banks, or any other agency or instrumentality of the United States of America created by an act of Congress provided that the obligations of such agency or instrumentality are unconditionally guaranteed by the United States of America or any other agency or instrumentality of the United States of America or of any corporation wholly-owned by the United States of America; and (d) Evidences of ownership of proportionate interests in future interest and principal payments on obligations described in (a) held by a hank or trust company as custodian. "Insunmce Policy" means a ,policy of rxuuaicipal bond insurance, finarncial guaranty insurance, or similar credit enhancement provided by an Insurer. City of Miami Page 5 of 43 File id: 09.01150b (Version 2) Printed On: 613012010 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. "Insurer" 1_nealls the issuer of a rnurdcipaI bond insurance policy guaranteeing the payment of principal and interest ori the Series 2009 Bonds when due. "Interest Account" means the Interest Account within the Sinking Fujnd established pursuant to Section 7,01 of this Resolution. "Interest Payment Date" ineans each January 1st and July Ist, commencing on January 1, 01101 "Intertocal Agreement" means the Interlocal Agreement entered between the City and County dated July 1, 20019 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 ineirnber of the Commission as may be appointed as acting Mayor of the City. "Maximum Annual Debt Service" means, at any tinne and with respect to all of Lhe Series 2009 Bonds and any Additional rarity Obligations, the greatest Annual Debt Service Requirement in the then current or any succeeding Fiscal Year. "MLB Home Games" shall have the meaning ascribed to such term in the City Parking Agreement. "Non -Ad Valorem Revenues" means all revenues of the City derived from any source other than ad valorem taxation on real or personal property, which are legally available to make payments required .herein. "Official Statement" means that certain. Official Statement with respect to the issuance of the Series 2009 Bonds, as such Official Staten -tent shall be approved by the City Manager in accordance with the provisions of this Resolution. "Parking Revenues" means the revenues received by the City from the Stadium Operator with respect to the Project in connection with the MLB Hoene Games pursuant to the City Parking Agreement (excluding the Parking Surcharge). "Parking Surcharge" means 80% of the portion which is derived from the Project In corunection with the Parking Revenues of the 15% parking surcharge that is charged at Public parking facilities within the City approved by the electorate of the City on November 4, 2003, imposed pu rsuaant to Section 166.271, Florida Statutes and pursuant to Ordinance No. 04-00466 enacted by the City Commission on July 22, 2004. "Paying Agent" means, initially, TD Barak, National Association and, thereafter, any other agent which is an Authorized Depositary, designated by the City by resolution to serve as a Paying Agent for the Series 2009 Bonds that shall have agreed to arrange fuer the timely payment of the principal of, redemption premium, if any, and interest on the Series 2009 Bonds City of Miami Page 6 of 43 File Id: 09-01150b tVersion 2) Printed On: 613=010 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. to the registered owners thereof, from funds made available therefor by the City, and any successors designated pursuant to this Resolution. "Paying Agent and Registrar Agreement" means the Paying Agent and Registrar Agreement with respect to the Series 2049 Bonds between the City and the Paying Agent, or any successor thereto in its capacity as Paying Agent and Bond Registrar, substantially in the form, attached hereto as Exhibit "l3 ` "Permitted Investments" aneans and include such obligations as shall be permitted to be legal investments of the City by the laws of the State, "Pledged Ftmds" means collectively, the (i) Pledged Revenues (d) 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 Accouant" means the Principal Accow- t within the Sinking Fund established pursuant to Section 7.41 of this Resolution. "Preliminary Official Statement" means the lireliminary Official Statement relating to the Series 2009 Bonds, to be dated as of the date of its distribution, substantially in the form attached hereto as Exhibit "C". "Project" means the construction of the parking appurtenant and ancillary facilities, including but not limited to, retail space surface lots and parking structures for not to exceed 6,000 parking spaces located at the site commonly referred to as the Martins Baseball Stadium. "Rebate Fund" means the Rebate Fund established and pursuant to Section 9.08 of this Resolution, "Reserve )"L and" means the Reserve Fund established pursuant to Section 7.01 of this Resolution. "Reserve Product" means bond insurance, a surety bond or a Ietter of credit or other credit facility used in lieu of or in substitution, in whole or ran part, for aany cash or securities on deposit in the Reserve Funnd. "Reserve Product Provider" means any provider of a Reserve Product designated by the City Manager for deposit in the Reserve Fund. "Reserve Requirement" ixneans, with respect to the Series 2009 Bands, an amount equal to the lesser of (i) ten 10% percent of the proceeds of the Series 2009 Bonds, (ii) Maximum City D( Miami Page 7 of 43 File Id: 09.0'1150b (Version 2) Printed On: WNW 10 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Annual Debt- Service for the Series 2009 Bands, or (iii) one hundred twenty-five (125%) percent of the average Annual Debt Service Requirement for the Series 2009 Bonds. With respect to Additional Parity Obligations, Reserve Requirement shall be defined in a supplemental resolution, "Revenue Ftmd" rneasls the Revenue Fund established pursuant to Section 7.01 of this Resolution. "Securities Depository" means The Depository Trust Company (a limited purpose trust company), New Fork, New York, until any successor Securities Depository shall have become such pursuant to the applicable provisions of this Resolution and, thereafter, "Secuklbes Depositary" shall mean ffie 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 Kook -entry form, "Serial Bonds" means all Bonds other than Term Bonds. "Series 200913onds" means coIlectively, the Series 2009A Bonds and Series 2009E Bonds. "Series 2009A Bonds" means the City of Miami, Florida Tax-Bxerrnpt Special Obligation Parking Revenue Bonds, Series 2009A (Marlins Stadium Project) authorized herein. "Series 2009E Bonds" means the City of Miami, Florida Taxable Special Obligation Parking Revenue Bonds, Series 2009E (Marlins Stadium Project) authorized herein. "Sinking Fund" means the Sinking Fund established pursuant to Section 7,01 of this Resolution. "Term Bonds" means Bonds for which Amortization Requirements are established on, or before the date of delivery of the Bonds in accor.darice with the provisions of this Resolution. "Total Debt Service Requirement" means the aggregate Annual Debt Service Requirement for all Fiscal Years. "Underwriters" means, with respect to the Series 2049 Bonds, Merrill Lynch Pierce, Fenner & Smith Incorporated, RBC Capital Markets, Inc., Raymond jai -ties & Associates, h1c., Morgan Deegan & Company, Irnc. and Goldman Sachs & Co. SECTION 2.02 SingularlPlural. 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 goverrunents or governmental bodies. Words of the masculine gender shall be deemed and construed to nlclude correlative words of the feminine and neutral genders. City of Mlam6 Page 3 of 43 File ld; 09-01150b (Version 2) Printed On: 613012010 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. ARTICLE III FINDINGS SECTIDN 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. 13. The Series 2009 Bonds shall be payable .from the fledged. Funds. C. There is expected to be sufficient Pledged Funds to pay the interest and principal on the Series 2009 Bonds as the same becomes due imd payable. D. The Pledged Revenues are not now pledged or encumbered in any matter. E. Neither the City not 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 2409 Bonds shall not constitute a lien upon any properties owned by or situated witl-dri the City, except as provided herein with respect to the Pledged Funds, in the manner and to the extent provided .herein. F. In accordance with Section 218.385(1), Florida Statutes, as amended, the Commission hereby finds, determines and declares that a negotiated sale of the Series 2009 Bonds is in the best interests of the City due to the complexities of the market and timing of the issuance of the Series 2009 Bunds, 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 Bands 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. 61301201 0 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. ARTICLE V RUTHORIZATION,I) ESCRIPTION, FORM AND TERMS OF SERIES 2009 BONDS SECTION 5,01 Authority for the Issuance of Series 2009 Bonds. The City hereby authorizes the issuance of the Series 2009 Bonds .in three series and pursuant to the provisions hereof, to be known as "City of Miarni, Florida Tax -Exempt Special Obligation Parking Revenue Bonds, Series 2009A (Marlins Stadium Project)" and "City of Miami, Florida. Taxable Special Obligation Parking Revenue Bonds, Series 2009B (Marlins Stadium Project) are hereby authorized to be issued at one time or as needed in an aggregate principal amount not to exceed One Hundred Twenty Million Dollars ($120,000,000), for the purpose of, together with other available moneys, to pay for the cost of the Project, to fund a deposit to the Deserve Fluid or pay, cost of a reserve Product and to pap the costs of issuance of the Series 2009 Bonds. SECTION 5.021 Description of Series 2009 Bands. The Series 2009 Bonds shall be dated the date of their issuazlce; 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 tiunes as are fixed by the Bond Purchase Agreement, and shall mature on such data in such years and arnounts as will be fixed by the Bond Purchase Agreement and may be Serial and/or Term Solids. Each Series 2009 Bond shall hear interest from the Interest Payment Date next preceding the date on wl-tich it is authenticated, unless authenticated on an Interest Payment bate, in which case it shall bear interest from such Interest Payment Date, or, w.iless authenticated prior to the first Interest Payment Date, in which case it shall bear interest from its date; provided, however, that if at the time of authentication interest is in default, such Series 2009 Bond shall bear interest from the date to which interest shall have been paid. The Series 2009 Bonds shall be issued as fully registered, book -entry only Fonds ill the denonnination of $5,000 each or any integral multiple thereof through die 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 5.3.9 hereof. The Series 2009 Bonds inay have endorsed thereon such legends or text as may be necessary or appropriate to conform to any applicable rules and. regulations of any goverrunental authority or any usage or requirement of law with respect thereto. Each of the Series 2009 Bonds shall be numbered consecutively from I upward preceded by the letter "R" prefixed to the number of the Series 2009 Bands. The principal of and the interest on the Series 2009 Bonds shall be payable in any coin or currency of the United States of America, which on the respective dates of payment thereof is legal tender for the payinent of public and private debts. The principal of and redemption premium, if any, on the Series 2009 City of Miami Page 10 of 43 File ld: 09.0115010 (Version 2) Printed 4n: 613012010 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Bonds shall be payable upon presentation and surrender at the principal office of tate Paying Agent. Interest on tate Series 2.009 Bonds shall be paid by check or draft drawn upon the Paying Agent and mailed to the registered owners of the Series 2009 Bonds at the addresses as they appear an the registration books maintained by the Bond Registrar at the close of business on the 15th day (whether or not a business day) of the month next preceding the Interest Payment Date (the "Record Date"), irrespective of any transfer or exchange of such Series 2009 Bonds subsequemt to such Record Date and prior to such Interest Payment Date, unless the City shall be inti default in payment of interest due on such Isnterest Payment Date; provided, however, that (i) if ownership of Series 2009 Bonds is maintained in a book -entry only system by die Securities Depository, such payment may be made by autornatic .funds transfer. (wire) to such Securities Depository or its norninee or (ii) if such Series 2009 Bands 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 accot-ult specified ill writing by such holder (such bank being a bank within tate continental United States), if such holder has advanced to the Paying Agent the arnor.unt 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. 1n the event of arty default in the payment of interest, such defaulted interest shall be payable to the persons in whose naines such Series 2009 Boards are registered at the close of business on a special record date for the payment of such defaulted interest as established by notice deposited in the U.S. mails, postage prepaid, by the Paying Agent to the registered owners of the Series 2009 Bonds not less thaw fifteen (15) days preceding such special record date, Such notice shall be mailed to the persons in whose names the Series 2009 Bands are registered at the close of business on the fifth (5th) day (whether or not a business day) preceding the date of mailing. The registration of any Series 2009 Band 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 it 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 nunnber 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 tune it accordance with the terms hereof enter the transfer of ownership art the registration books and shall deliver in the matte of the new transferee or transferees a new fully registered Series 2009 Bond or Bonds of the same maturity and fia authorized denomination or denominations, for the same aggregate principal amount'and payable from the same source of f olds. The. City and the Bored Registrar may charge the Bondholder for the registration of every transfer or exchange of a Series 2009 Bond an aanount sufficient to reirnburse 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, fund may require that such amounts be paid before any such new Series 20109 Band shall be delivered. The City, the Bored Registrar, and the Paying Agent may treat the registered owner of any Series 2009 Bond as the absolute owner of such Series 2009 Bond for the purpose of City of Miami Page 11 of 43 File Id: 09.01150b (Version 2) Printed On: 6/3012010 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. receiving payment of the principal thereof and the interest and. redemption premium, if any, thereon. Series 2009 Bonds may be exchanged at the office of the Bond Registrar for a like aggregate principal amount of Series 2009 Bonds, or other authorized denominations of the sarne series and maturity, SECTION 5,03 Execution of Series 2009 Bands, 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 Brands and attested to and countersignied by the Clerk. In addition, the City Attorney shall sign the Series 2009 Fonds, showirig approval of the form and correctness thereof. The signatures of the City Manager, the Clerk and the City Attorney on the Series 2009 13onds may be by facsimile. If any officer whose signature appears on the Series 2009 Bonds ceases to hold office before the delivery of the Series 2009 Bonds, his signature shall nevertheless be valid and sufficient for all purposes. lit 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 6-te Series 2009 Bonds as shall have been endorsed thereon by a certificate of authentication substantially in the forth 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 Lurless and until such certificate of aLithentication shall have been duly manually executed by the Bond Registrar, and such certificate of the Bond Registrar upon any such Series 2009 Band 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 sante officer sign the certificate of authentication on all of the Series 2009 Bonds that may be issued hereurider at any one tirne. The foregoing notwithstanding, if, at any tiin.e, tho City serves as the Fend Registrar Linder this Resolution, any Series 2009 Bonds delivered. during such tune that the City serves as the Bond Registrar shall be authenticated by the martual signature of the Finance Director, and the registered owner of any Series 2009 Bond so authenticated shall be entitled to the benefits of this Resolution. SECTION 5.04 Bonds Mutilated, Destroyed, Stolen or Lost, If any Series 2009 Bond is mutilated, destroyed, stolen or lost, the City or its agent may, in its discretion (i) deliver a duplicate replacement Series 2009 Brand, or (ii) pay a Series 2009 Bond that has matured or is about to mature or has been caved for redemption. A mutilated Series 2009 Bond shall be surrendered to and cancelled by the Bond Registrar. The Bondholder must furnish the City or its agent proof of ownership of any destroyed, stolen or lost Series 2009 Bond; post satisfactory indemnity; comply with any reasonable conditions the City or its agent may prescribe; and pay the reasonable expenses of the City or its agent City of Miami Page 12 of 43 Fife id; 09-01150b (Version 2) Printed On: 0/3012010 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Any such duplicate Series 2009 Bond shall constitute an original contractual obligation on the part of the City whether or not the destroyed, stolen or lost Series 2009 Bond be at any time found by anyone, and such duplicate Series 2009 Bond shall be entitled to equal and proportionate benefits and rights as to lien on, and source of payment of and security for payment from, the funds pledged to the payment of the Series 2009 Bond so mutilated, destroyed, stolen or lost. SECTION 5.05 Provisions for Redemption. The Series 2009 Bonds may be made subject to redemption prior to their maturity at such times and in such mariner as set forth in the Bond Purchase Agreennent and approved by the City Manager pursuant to the authority described herein. Notice of redeniptiori 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 elate to all registered owners of sloe Series 2009 Bonds or portions of the Series 2009 Bonds to be redeemed at their addresses as Chey appear on the registration books to be maintained in. accordance with the provisions hereof. Baiture 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 nonniZnee. 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 Depositary (or any successor securities depository) pursuant to its rules and procedures, a-nd of its participants and indirect participants. Any failure of the Securities Depositary (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, tl--tc rate of interest borne by each Series 2009 Bond being tvdeemed, the name and address of the Bond Registrar and Paying Agent, the redemption price to be paid and, if less than all of the Series 2009 Bonds then Outstanding shall be called for redemption, the distinctive numbers aaad letters, including CUSIP inunnbers, if any, of such Series 2009 Bonds to be redeemed and, in the case Of Series 2009 Bonds to be redeemed in part ordy, the portion of the principal amount thereof to be redeemed. If any Series 2009 Bond is to be redeemed in part only, the notice of redemption which relates to such Series 2009 Bond shall also state that on or after the redemption date, upon surrender of such Series 2009 Bond, a new Series 2009 Bond or Series 2009 Bonds in a principal amotult equal to the unredeemed portion of such Series 2009 Bond will be issued. If applicable, in the case of optional redemption only, such notice may be givers as a conditional notice of redemption, in which case such notice shall. state the condition and provide khat if such condition is not met on or prior to such redemption date, no such redemption shall occur. city of m1ami Page 13 of 43 File Id: 09-011 50b (Version 2) Printed on: 5130/2010 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Any notice mailed as provided in this Section shall. be conclusively presumed to have been duly given, whether or not the owner of such Series 2009 Bond receives such notice. The Bond Registrar shall not be required to transfer or exchange any Series 2009 Bond after the mailing of a notice of redemption nor during the period of fifteen (15) clays next preceding mailing of a notice of redemption. SECTION 5.06 Effect of Notice €3f Redemption. Notice having been given .in the rnarumer 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 held in separate accounts by the Paying Agent, an escrow agent or an A tborized 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 Boards 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 deerned paid hereunder, and the registered owners of such Series 2009 Bonds or portions of Series 2009 Bonds sha11 have no right in respect thereof except to receive payment of the redemption price thereof and, to tlne extent provided in Section 5.07 hereof, to receive Series 2009 Bonds for any unredeerned portions of the Series 2009 bonds. SECTION 5.07 Redemption of Portion of Registered Bonds. In case part but not all of an outstanding hilly registered Series 2009 Bond shall be selected for redemption, the registered owner thereof shall present and surrender such Series 2009 Bond to the designated Paying Agent for payment of the principal amount thereof so called for redemption, and the City shall execute and deliver to or upon the order of such registered owner, w.ithots t charge therefor, for the unredeemed balance of the principal amount of the Series 2009 Bonds so surrendered, a Series 2009 Bond or Series 2009 Bonds fully registered as to principal and interest. SECTION 5,08 Series 2009 Bonds Called. for Redemption. not Deemed Outstanding. Series 2009 Bonds or portions of Series 2009 Bonds that have been duly called for redemption -Larder the provisions hereof, and with respect to which amounts sufficient to pay the principal of, redemption premiurn, if any, and interest to the date Fixed for redemption shall be delivered to and held in separate trust accounts by an escrow agent, any Authorized Depository or any Paying Agent (other than the City) in trust for the registered ❑wavers thereof, as provided in this Resolution, shall not be deemed to be outstanding tardier the provisions of this Resolution and shall cease to be entitled to any lien, benefit or security under this Resolution, except to receive the payment of the redemption price on or after the designated date of rederrnphon from moneys deposited with or held by the escrow agent, Authorized Depository or Payirig Agent (other than the City), as the case may be, for such redemption of the Series 2009 Bonds and, to OtY of Miami Page 14 of 43 File Id: 09.01150b (Version 2) Printed On: 613012410 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. the extent provided in the preceding section, to receive Series 2009 Bonds for any unredeemed portion of the Series 2009 Bonds. SECTION 5.09 Date for Payment of Series 2009 Bonds. If the date for payinent of the principal of, redemption premium, if any, or interest on the Series 2009 Bonds is not a Business Day, then the date for such payment shall be the next succeeding Business Day, and payment on such day shall have the shine force and effect as if imide on the noininat date of payment. SECTION 5.10 Form of Series 2009 Bonds. The text of the Series 2009 Bonds, the form of assigriinent for such Series 2009 Bonds and the authentication certificate to be endorsed. thereon shall be substantially in the following forin, with such emissions, insertions and variations as may be necessary or desirable and authorized by this Resolution or as may be approved and made by the officers of the City executing the same, such execution to be conclusive evidence of such approval, including, without limitation, such changes as may be required for the issuance of uncertificated public obligations: [Remainder of Page Intentionally Left Blank] City of Miami Page 15 of 43 rile Id: 09.01150b (Version 2) Printed On: 613412010 =ta THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. [Foran of Series 2009 Bond] UNITED STATES OF AMERICA STATE OF FLORIDA COUNTY OF MIAMI -DADS CITY OF MIAMI [TAXABLE/TAX-EXE 11M SPECIAL OBLIGATIO1 PARKING REVENUE BONDS, SERIES 2009[A][B] (MARLINS STADIUM PROJECT) Interest Rate Maturity Date Dated Date CUS1P % - — 2009 REGISTERED OWNER; PRINCIPAL ANIOUNT: DOLLARS The City of Mian -ti, Florida (hereinafter called the "City"), for value received, hereby promises to pay to the Registered Owner identified above, or to registered assigns or legal representatives, to the extent and from the sources hereinafter mentioned, on the Maturity Date: identified above (or earlier as hereinafter provided), the Principal Amount identified above, upon presentation and surrender hereof at the designated office of as the Paying Agent for the Bonds, or any successor Paying Agent appointed by the City pursuant to the Resolution hereinafter referred to, and to pay, to the extent and from the sources herein described, interest on the principal sunn from the date hereof, or from the most recent Interest Payment Date to which interest has been paid, at the Interest mate per annum identified above, until payment of the principal sunt, or until prevision 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 a ner hereof at his address as it appears on the registration books of the City maintained by , as Bond Registrar, at the close of business on the fifteenth (15th) day (whether or not a business day) of the month next preceding the b-iterest Payment Date ([he "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 in default in Payment of interest due on such Interest Payment Date. L -i the event of any such default, such defaulted interest shall be payable to the person in whose narne such Bond is registered at the close of business on a special record date for the payment of such defaulted interest as established by notice by deposit in the U.S. mails, postage prepaid, by the Bond Registrar to the City of Miami Page 16 of 43 Fite Id: 09.011506 (Version 2) Printed On: 6/30/2010 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. registered owners of Bonds not less than fifteen (15) days preceding such special record date. Such notice shall be mailed to the persons in whose names the Bonds are registered at the close of business on the fifth (5th) clay (whether or not a Business Day) preceding the date of mailing. This Bond is a part of a duty authorized issue of bonds of the City designated as its [Taxable/Tax-Exempt] Special Obligation Parking Revenue Bonds, Series 2009jA][B] (Marlins Stadium Project) (the "Series 2009 Bands") in the aggregate principal amount of $ issued pursuant to the Act (defined below) in order to provide funds to pay for the construction of the Project, to fund a Reserve FLInd, and to pay certain costs of issuance. The Series 2009 Bands will be issued in authorized denominations of $15,000 and integral multiples of $5,000 in excess thereof. This Bond is issued under the authority of and in full: compliance with the Constitution and the Laws of the State, including particularly Chapter 165, Florida Statutes, as amended and Part VII of Chapter 159, Florida Statutes, as amended, the Charter of the City and other applicable provisions of law (collectively, the "Act"), Resolution No. R-09-. duly adopted by the Commission of the City on (the "Resolution"). This Bond is subject to all the tennis rind conditions of the Resolution, and capitalized terms not otherwise defined hereon shall have the same meanings ascribed to thein in the Resolution. This Bond is secured by a lien on and pledge of the (i) Pledged Revenues, (ii) all monies, including Ivan -Ad Valorem Revenues deposited into the Funds and Accounts, and (iii) the earning on investments in the. Funds and Accounts created under the Resolution (with the exception of the Rebate Fund) (collectively, the "Pledged Funds") and is payable solely from such Pledged Funds ,all 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 tl- s Bond does not constitute an indebtedness of the City within the meaning of arty constitutional, statutory or charter provision or limitation, and it is expressly agreed by the Molder of this Bond that such I -older shall never have the right to require or compel the exercise of the ad valorem taxing power of the City, the State of Florida or any political subdivision thereof or taxation in any form of any real or personal property therein, for the payment of the principal of and interest on this Bond or the making of any ether payments provided for in the Resolution. If the Pledged Revenues on deposit in the Revenue Fund are not sufficient to pay principal and interest and other payrntents required by the Resolution when due, the City covenanted and agreed to the extent permitted by and in accordance with applicable law and budgetary processes, to prepare, approve and appropriate in its Annual Budget for each Fiscal Year, by amendment if necessary, and to deposit to the credit of the Revenue Flu1d, Non -Ad Valorem Revenues of the City lawfully available in an amount which is equal to the deficiency of the Annual Debt Service Requirement with respect to all Bonds outstanding hereunder for the applicable Fiscal Year, plus an amount sufficient to satisfy the other payment obligations of City of Miami Page 17 of 43 File [d: 09-01150b (Version 2) Printed On: 613012010 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. the City as provided in the Resolution for the applicable Fiscal Year. Such covenant and agreement on the part of the City to budget and appropriate sufficient amounts of legally available Non -Ad Valorem Revenues shall be curnulative, and shall contirnue wntil 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, thereunder; provided, however, that such covenant shall not constitute a lien, either legal or equitable, on -,my of the City's legally available bion -Ad Valorem Revenues or other revenues, nor shall it preclude the City from pledging in the future any of its legally available Non -Ad Valorem Revenues or other revenues to other obligations, nor stmtl it give the Bondholders a prior claire on the legally available Non -Ad Valorem Revenues. Anylhirhg herein to the contrary notwithstanding, all obligations of the City hereunder shall be secured only by the legally available Non -Ad Valorem Revenues actually budgeted and appropriated and deposited into the Funds and Accounts created pursuant to the Resolution, as provided for therein, The City may not expend moneys not appropriated or in excess of its current budgeted revenues. The obligation of the City to budget, appropriate and make payments hereurLder from its legally available Nan -Ad Valorem Revenues is subject to the availability of legally available Non -Ad Valorem Revenues after satisfying funding requirements for obligations having an express lien on or pledge of such revenues and after satisfying funding requirements for essential governmental services of the City. However, the covenant to budget and appropriate iri its general annual budget for the purposes and irn the rnanr-Ler stated herein shall have the effect of making available in the maruher described herein Nan -Ad Valorem Revenues and placing on the City a positive duty to budget and appropriate, by amendment, if necessary, ainourtts sufficient to meet its obligations hereunder; subject, however, in all respects to the restrictions of Section 166.241, Florida Statutes, which provides, h -i 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 farther, to the payment of services and programs which are for essential public purposes affecting the health, welfare and safety of the irhlhabitalhts of the City or which are legally mandated by applicable law, Notwithstanding the foregoing covenant of the City, the City docs not covenant to maintain any services or programs now provided or maintained by the City whdcli generate Non -Ad Valorem Revenues. It is further agreed between the City and the Holder of this Bond that this Bond and the obligation evidenced thereby shall not constitute a Lien upon property of or in the City, but shall constitute a lien only on the fledged Funds, all hi 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 arid application of the proceeds of the Series 2009 Bonds, continuing disclosure obligations of the City, the rights arnd remedies of the Bondinolder, the extent of and limitations on the City's rights, duties and obligations and the provisions permitting the issuance of additional parity indebtedness, to all of which provisions the Bondholder hereof for himself and his successors in interest assents by acceptance of this Bond. City of Miami Paqe 18 of 43 File Id; 09-01150b (Version 2) Printed On: 6130120 10 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Neither the members of the goven-Lbng body of the City nor any person executing the Series 2009 Bonds shall be liable personally on the Series 2009 Bonds by reason of their issuance, JINSERT THE FOLLOWING REDEMPTION PROVISIONS ONLY IF BONDS ARE MADE SUBJECT TO REDEMPTION] (a) Optional Redemption of Bands. Tlne Series 2009 Bonds are subject to optional redemption and payment at any time, at the option of the City, as a whole or iii part at a redemption price equal to 100% of the principal amount thereof with accrued interest to the redemption date. The City may select amounts and maturities or portions of maturities of Series 2009 Bonds for optional redemption at the City's sole discretion, except that array redemption of Tenn Bonds will. reduce pro rata any remaining sinking fund redemption amounts of the Term Bonds remaining outs taznding. (b) .!Mandatory Sinking Fund Redemption. The Series 2009 Bonds maturing on shall be subject to mandatory sinking fzuid redemption by the City on each July 15 of the years specified below, in the amounts of the Arnortizatioin Requirement set forth below at a redemption price of 100% of the principal amount thereof. Amortization Amortization Year Requirement Year Requirement Maturity However, die! principal amount of the Series 2009 Bonds required to be redeemed on each such sinking fund redennption date shall be reduced by the principal amount of the Series 2009 Bonds specified by the City at Ieast 45 days prior to the redemption date that have been either (i) purchased by or on behalf of the City and delivered to the Bond Registrar for cancellation, or (ii) redeemed other than through the operation of the provisions of this paragraph (b), and that have not been previously made the basis for a redaction of the principal amount of the Series 2009 Bonds to be redeemed on a sinking .fund redemption date. Notice of call For redemption is to be given by mailing a copy of the redemption notice by registered or certified mail at least thirty (30) days prior to the elate fixed for redemption to the registered owner of each Band to be redeemed at the address shown on the registration books maintained by the Bond Registrar, or any successor Band 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. An such Bonds called for redemption au -td for the retirement of which funds are duly provided will cease to bear interest on such redemption date, So long as this Bond is held under a book -entry system City of FvVami Fuge 19 of 43 F1 le Id: 09.01150b (Version 2) Printed On: 6/3012010 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. by the Securities Depository, notice of redemption shall be sent only to the Securities Depository or its nominee. In the case of optional redemption only, such notice may be given as a conditional notice of redemption as provided in the Resolution. This Bond shall not be valid or become obligatory for any purpose or be entitled to any security or benefit miler the Resolution until the Certificate of Authentication endorsed hereon shall have been manually signed by l -he Bond registrar. REFERENCE IS HERESY 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 FILLY SET FORTH IN THIS PLACE. This Band is and has all the qualities and incidents of an investment security udder the Uviform Commercial Code-hivestment Securities Law of the State of Florida. IN WITNESS WHEREOF, the City of Nhanu, Florida, has issued this Bond and has caused the same to be signed by its City Manager and attested turd countersigned by its City Clerk, either manually or with their facsimile signatures, and its seal to be affixed hereto or a facsimile of its seal to be reproduced hereon, all as of the day of 2009. (SEAL) ATTESTED AND COUNTERSIGNED: By, City Clerk CITY OF MIAMI, FLORIDA 0 City Manager APPROVED AS TO FORM AND CORRECTNESS 0 City Attorney City of Miami puce 20 of 43 Fide ]d: 09-01150b (Version 2) Printed On: 613DI2010 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. [CERTIF'ICATE OF AUTHENTICATION] This Bond is one of the Bands designated in and executed under the provisions of the within. mentioned Resolution. 513 Authurized Officer as Bond Registrar Date of Au thea.tication: [To he printed on, the reverse side of Registered Bondsl City of Miami Page 21 of 43 File Id; 09-01150b (Version 2) Printed on: 613012010 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. ADDITIONAL PROVISIONS This Bond may be transferred upon the registration books of the City upon delivery thereof to the principal office of. the Bond Registrar accormpaided by a written instrLunent or instrLunents of transfer in form and with guaranty of signature satisfactory to the Bond Registrar, duly executed by the registered owner of this Bond or by his attorney-in-fact or legal representative, containing written instructions as to the details of transfer of this Bond, along with the social security number or federal employer identification number of such transferee. In all cases of a transfer of a Series 2009 Bond, the Bond Registrar shall at the earliest practical time in accordance with the provisions of the Resolution enter the transfer of ownership in the registration books and shall deliver in the name of the new transferee or transferees a new fully registered Series 2009 Bond or Series 2009 Bonds of the same maturity and of authorized denomination or denominations, for the same aggregate }principal amount and payable frorn the same source of fronds. The City and the Bond Registrar may charge the owner of such Series 2009 Band for the registration of every transfer or exchange of a Series 2009 Bond an amount sufficient to reiinbu rse them for any tax, fee or any other governmental charge required (other than by the City) to be paid with respect to the registration of such transfer, and .may require that such amour -its 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 Bend is not a Business Day, then the date for such payment sha11 be the next succeeding Business Day, and payment on such day shall have the same force and affect as if made on the nominal date of payment. The City has established a book -entry system of regisb-ation for the series of Bonds of which this is one, Except as specifically provided otherwise in tine Resolution, an agent will hold this Bond on behalf of the beneficial owner hereof. By acceptance of a confirmation of purchase, delivery or transfer, the beneficial owner of this Bond shall be deemed to have agreed to such arrangemeriL It is hereby certified and recited that this Bond is authorized by and is issued in conformity with the requirements of the Constitutiun 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 tate 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 Pape 22 of 43 File Id: 00-01150b {Version 2� Printed On: 6/3012010 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. jForin of Abbreviations for Series 2009 Bonds] The following abbreviations, when used in inscription on the face of the within Bond, shall be construed as though they were written out in full according to applicable laws or regulations; TEN COM - as tenants in common UNIF GIFT MIN ACT - Custodian TEM ENT - as tenants by the (Cult) {Minor entireties ]T TEN - as joint tenants withunder Uniform Gifts to Minors right of survivorship Act and not as tenants in (State) common Additional abbreviations may also be used though not in the above list. City of Mfami Page 23 of 43 Fife Id: 09-01150b (Version 2) Printed On., 613012010 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. [Farm of Assignment for Series 2089 Bands] ASSIGNMENT FOR VALUE RECEIVED, the 1.uldersigned (the "Transferor") hereby sells, assigns and transfers unto (the "Transferee" PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF TRANSFEREE the within Board and all rights theretuider, and hereby irrevocably constitutes and appoints attorney to registrar the transfer of the within Board on the books kept for registration and registration of the transfer thereof, with hill power of substitution in the premises. Dated: Signature NOTICE: Signature(s) must be guaranteed by a member firm of the New York Stocks Exchange or a member firm of any other recognized national securities exchange or a commercial bank or a trust company. Guararnteed: NOTICE: No transfer will be registered and no new Bond will be issued in the name of the Transferee, unless the signature(s) to this assip.innent correspond(s) with the name as it appears upon the face of the within Bond in every particular, without alteration or enlargement or any change whatever and the Social Security or Federal Employer Identification Number of the Transferee is supplied. [End of Form of Series 2009 Bondl Clfv of Miami Page 24 sof 43 File Ira; 09-01150b {Version 21 Printed On: 6/3012010 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. SECTIO\ 5.11 Application of Series 2009 Bond Proceeds. The proceeds received from the sale of the Series 2009 Bonds shall be applied by the City, simultaneously with delivery of the Series 2009 Bonds as provided in a certificate of the City Manager delivered at closing. A portion. of the proceeds of the Series 2009 Bonds in. an amount required to assure payment in full of the cost of the Project shall be deposited into the Construction Fla id which is hereby created and established. There shall be established two subacCOLUIts within the Construction Fund to be known as the Series 2009A Construction Account and the Series 2009E Construction Account. Proceeds of the Series 2009A Bonds shall be deposited into the Series 2009A Construction Account and proceeds of the Series 2009B Bonds shall be deposited into the Series 20095 Construction Account. Withdrawals front the Construction Ftmd 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, small be deposited in the Construction Fund to assure completion of the Project. When the construction of the Project has been completed and all construction costs have been paid in full, all funds remaining in the Construction Fund shall be deposited into the Sinking Fund hereinafter established, and the C0nStTUcti0n Fund shall be closed. SECTION 5,12 Temporary Bonds. Pending the preparation of definitive Series 2009 Bonds, the City may execute and deliver temporary Series 2009 Bonds, Temporary Series 2009 Bonds shall be issuable as registered Series 2009 Bonds without coupons, of any authorized denomixnation, and substantially in the form of the definitive Series 2009 Bonds but with such omissions, insertions, and variations as may be appropriate for temporary Series 2009 Bonds, all as may be determined by the City. Temporary Series 2009 Bonds may contain such reference to any provisions of this PesoIution as may be appropriate, Every temporary Series 2009 Bond shall be executed and authenticated upon the same conditions and in substantially the same manxter, and with like effect, as the definitive Series 2009 Bonds. As promptly as practicable the City shall execute and shall furnish definitive Series 2009 Bonds and hereupon temporary Series 2009 Bonds may be surrendered in exeh urge for definitive Series 2009 Bands without charge at the principal office of the Bond Registrar, and the Bond Registrar shall authenticate and deliver in exchange, for such temporary Series 2009 Bonds a like aggregate principal amount of definitive Series 2009 Bonds of authorized denominations. Until so exchanged, the temporary Series 2009 Bonds shall be entitled to the same benefits under this Resolution as definitive Series 2009 Bonds, SECTION 5,13 Delegated Awards; Authorization and Approval of Bond Purchase Agreement. Subject to full satisfaction of the conditions set forth .itn this Section, the City Commission of the City hereby authorizes a delegated negotiated safe of the Series 2009 Bonds City of Miami Page 25 of 43 File Id: 09-01150b (Version 2) Printed On., 613012014 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. to the Underwriters in accordance with the terms of the Bond Purchase Agreement in accordance with the provisions of this Section (includuhg, without limitation, makvhg the final determination concerning the structuring and marketing of the Series 2009 Bonds to obtain the most favorable rating and interest rate on the Series 2009 Bonds), and the execution and delivery of the Band 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 fallowing 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; (b) a purchase price of not less than ninety -tune percent (99%) (inclusive of underwriters' discount, but not inclusive of original issue discount; the original. issue discoettht may be such as is necessary to market and sell the Series 2009 Bonds) of the original principal amount of the each series of Series 2009 Bonds; (c) with respect to the Series 2009A Bonds (i) a txue interest cost of not more than 6.50% per annum and (ii) the final maturity of the Series 2009A Bonds being no later than July 1, 2040; and (d) with respect to the Series 2009E Bonds (i) a true interest cost of not more than 8.50% per attriurn and (ii) the final maturity of the Series 200913 Bonds being no later than July 1, 2040 2. The Series 2009 Bonds shall be subject to such optional aald 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 2009 Bunds, all as provided in the Bond Purchase Agreement. I Receipt by the City Manager from the Underwriters of a disclosure stateirient and truth -in -bonding information complying with Section 218.385, Florida Statutes and substantially in the form attached to the Band Purchase Agreement, City of Miami Page 26 of 43 File id: 09-01150b (Version 2) Printed On; 6/3012010 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. 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 Bomnd Purchase Agreement, within the parameters for the Series 2009 Bonds set forth above in this Section 5.13. The execution and delivery of the Bond Purchase Agreement is hereby authorized and approved and the City Manager .is .hereby authorized to execute and the Clerk is hereby authorized to attest to, seal and deliver the Bond Purchase Agreement in substantially the form approved at this nneeting anti attached hereto as Exhibit "A", subject to such changes, insertions and omissions and such filling un of blanks therein as hereafter may be approved and made by the City Manager upon the advice of the City's financial advisor, fine City Attorney and Band 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 sLtch determinations, Changes, insertions, omissions or filling in of blanks. SECTION 5.11 Authorization and. Approval of Negotiated Sale of Series 2009 Bonds. Based on the findings set forth in Article III hereof and satisfactory compliance with Section 5.13 hereof, the City Commmi-iission hereby approves the negotiated. sale of the Series 2009 Bonds to the Underwriters, and the Series 2009 Bonds shall be sold and awarded to the Underwriters, upon the terms and conditions set forth herein and as set forth in the Band Purchase Agreement. SECTION 5.15 Approval of Form of Paying Agent and Registrar Agreement, Appointment of Paying Agent and Bond Registrar. The execution and delivery of the Paying Agent and Registrar Agreement is hereby authorized and approved. The City Commission hereby authorizes and directs the City Manager to determine the final provisions of the Paying Agent and Registrar Agreement. The City Manager is hereby authorized to execute and the Clerk is hereby authorized to attest to,, seal and deliver the Paying Agent and Registrar Agreement in substantially the form. approved at this meeting and attached hereto as Exhibit "B", subject to such changes, insertions and omissions and such filling in of blanks therein as hereafter may be approved and made by the City Manager upon the advice of the City Attorney and Bond Counsel. The execution, attestation and delivery of the Paying Agent and Registrar Agreemneint, as described herein, shall. be conclusive evidence of the City's approval of any such determinations, changcs, insertions, omissions or filLi ig in of blanks. TD Bank, National Association is hereby appointed as the initial Paying. Agent and the initial Bomnd 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 2069 Bonds is hereby authorized. The Prelimi iary Official Statement in substantially the form. attached hereto as Exhibit "C" is hereby approved with such changes, insertions and omissions and such tilling in of blanks therein as may be approved by the City Manager. The City Manager is hereby authorized to approve and execute, on behalf of the City, an Official Statement relating to the Series 2009 Bunds with such changes From the Preliminary Official Statement, within the authorizations and limitations contained herein, as tlne City iblanagem in consultation with the City Attorney, Bond Counsel and the City's disclosure counsel in his sale 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: 613 012 0 1 0 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. 15c2-12 of the Secui-ifies and Exchange Commission (the "Rule"), and. to execute such documents as may be necessary therefore. The City Manager or his designee is hereby authorized to provide for the printing of the Preliminary Official Statement and the Official Statement by the lowest and most responsive bidder therefor and the payment of the cost of such printing is hereby authorized to be paid front the proceeds of the Series 2009 Bonds. SECTION 5.17 Continuing Disclosure. For the benefit of the folders 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 finomcial information and operating data, financial statements rind 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, amendinent and terrniitation, the Finance Director is hereby authorized and directed to sign and deliver, in the narne and on behalf of the City, a Disclosure Dissemination Agent Agreement (the "Continuing Disclosure Agreement") with Digital Assurance Certification LLC ("DAC"), in substantially the form attached hereto as Exhibit "D", with such changes, insertions and omissions and such filling-in of blrutl<s therein as may be approved by the Finance Director and in consultation with the City Attorney, Bond. Counsel and the City's disclosure counsel, the final forth 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. Notwikhstanditng any other provisions of this Resolution, any failure by the City to comply with any provisions of the Continuing Disclosure Agreement or this Section 5.18 shall not constitute a default under the Resolution and the remedies therefor shall be solely as provided in the Continuing Disclosure Agreement. DAC is hereby appointed dissemination agent under the Continuing Disclosure Agreement. The Finance Director is further authorized and directed to establish, or cause to be established, procedures in order to ensure cornpliance by the City with the Continuing Disclosure Agreernent, including the timely provision of information aitd 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 arty legal advice provided by the City Attorney, Bond Counsel or the City's disclosure counse[ in determining whether a filing should be made. SECTION 5,18 Qualification for the Securities Depository. Notwithstanding any other provision hereof, the City, the Bond Registrar and the Paying Agent are hereby authorized to take such actions as may be necessary to qualify the Series 2009 Bonds for deposit wi.lh the Securities Depository in accordance with the Blanket Issuer Letter of Representations dated October 4, 1995 from the City to Securities Depository (the "Securities Depository Agreement") and the taking of all actions required by such Securities Depository Agreement, wire transfers of interest and principal payments with respect to the Series 2009 Bonds, utilization of electronic book -entry data received from the Securities Depository in place of actual delivery of Serres City of k1fami Page 28 of 43 File Id: 09-01150b (Version 2) Printed On: 513012010 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. 2009 Bonds and provisions of notice with respect to Series 2009 Bonds registered by Securities Depository (or a -ty of its designees identified to the City, the Bond. Registrar or the Paying Agent) by overnight delivery, courier service, telegram, teiecopy or other similar means of communication. SECTION 5,19 Insurance Policy, Reserve Product and Credit Facility. in order to produce the lowest true interest cost possible for the Series 2009 Bonds or any portion thereof, the City Manager is hereby authorized to negotiate an Insurance Policy, a Reserve Product and a Credit Facility with respect to any or all of the Series 2004 Bonds, if, atter consultation with the Finance Director aand the Financial Advisor, the City Manager determines that obtaining such an Insurance Policy, a Reserve Product or a Credit Facility is in the best interests of the City. The City is hereby authorized to provide for the payment of the premium of the Insurance Policy, any costs of the Reserve Product and any costs of a Credit Facility [rain the proceeds of the issuance of the Series 2009 Bonds and to enter into such agreeanents as may be necessary to secure such Insurance Policy, a Reserve Product or Credit Facility, with the City Manager's execution of any such agreement(s) to be conclusive evidence of the City's approval thereof; provided, however, that the City Mainager may consult with the Finance Director:, the City Attorney and Bound Counsel in connection with any such agreements). ARTICLE VI SOURCE OF PAYMENT OF SERIES 2009 BONDS; SPECIAL OBLIGATIONS OF THE CITY SECTION 6.01 Series 2009 Bonds Not to be General Obligation or Indebtedness of the City, The Series 2009 Bonds shall not be deemed to constitute general obligations or a pledge of the .faith and credit of the City, the State or any political subdivision thereof within the meaning of any constitutional, legislative or charter provision or limitation, but shall be payable solely from and secured by a lien upon and a pledge of the Pledged Fumds, in the manner and to the extent herein provided, No Bondholder shall ever have the right, directly or indirectly, to require or compel the exercise of the ad valorem taxing power of the City, the State or any other political subdivision of the State or taxation in any form on any reaI or personal property to pay the Series 2009 Bonds or the interest thereon, nor shall any Bondholder be entitled to payment of such principal of, redemption prelniuin, if any and interest from any other funds of the City other than the Pledged Funds, all in the m.aruner 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 mariner and to the extent provided herein. SECTION 5.02 Pledge. The payment of the principal of and interest on the Series 2009 Bonds shall be secured forthwith equally and ratably by an irrevocable lien on the PIedged City of Miami Page 29 of 43 File Id: 09.01150b {Version 21 Printed On; 6130!2010 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Funds. The City does hereby irrevocably pledge such Pledged Funds to the payment of the principal of, redeniptioil premium, if any, and interest on the Series 2009 Bonds and for all other payments as provided herein, in the order of priorities set forth herein, SECTION 6.03 Covenant to Budget and Appropriate. If the Pledged Revenues on deposit in the revenue Fund are not sufficient to pay principal and interest on the fifth (5111) 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 Arninual Budget for each Fiscal Year, by amendment if necessary, and to deposit to the credit of the Revenue Fund, Mon -Ad Valorem Revenues of the City lawf3.illy available in an amount which is equal to the deficiency of the Annual Debt Service Requirement with respect to alf Bonds outstanding hereunder for the applicable Fiscal Year, plus an amotunt 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 announts of legally available Non -Ad Valorem Revenues shall be cumulative, and shall continue uultil such legally available lion -Ad Valorem Revenues in amounts Sufficient to make all required payments hereunder as and when due, including any delinquent payments, shall have been budgeted, appropriated and actually paid into the appropriate Funds and Accounts, hereunder; provided, however, that such covenant shall not constitute a lien, either legal or equitable, on any of the City's legally available Non -Ad Valorem Revenues or other revenues, nor shall it preclude the City from pledging in the future any of its legally available Non -Ad Valorern Revenues or other revenues to other obligations, nor shall it give the Bondholders a prior claim on the legally available Non -Ad Valorem Revenues. Anything herein to the contrary notwithstanding, all obligations of the City hereunder shall be secured only by the legally available Non -Ad Valorem Revenues actually budgeted and appropriated and deposited into the Funds and Accoiunts created herMnder, as provided for herein. The City may not expend moneys not appropriated or in excess of its cuxrent budgeted revenues. The obligation of the City to budget, appropriate and make payments hereruider from its legally available Non -Ad Valorem Revenues is subject to the availability of legally available Non -Ad Valorem Revenues after satisfying funding requirements for obligations having an express lien on or pledge of such revenues and after satisfying funding requirements for essential governmental services of the City, However, the covenant to budget and appropriate lin its general annual budget for the purposes and in the manner stated hereb-i shall have the effect of making available in the manner described 'herein Nan -Ad Valorem revenues and placiug on the City a positive duty to budget and appropriate, by amendment, if necessary, amounts sufficient to rneet its obligations hereurider; 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 mance appropriations for each Fiscal Year which, un 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; 09-011506 (Verslon 2j Printed Ow 6130/2010 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. the foregoing covenant of the City, the City does not covenant to nnaintain any services or programs now provided or maintained by the City which generate Non -Ad Valorem Revenues. ARTICLE VII CREATION AND USE OF FUNDS AND ACCOUNTS; DISPOSITION OF REVENUES SECTION 7.01 Creation of Revenue Fund, Sinking Fund and Accounts and the Deserve Fund. There is hereby established the "Revenue Fund", the "Sinking Fw-id" and the "Reserve Fund." There are established withlan the SiLking Fuad three separate Accounts therein designated as the `Interest Account," the "Principal Account" and the "Bond Amortization Account". The Revenue Fund, the Shiking Fund and the Reserve Fund established hereunder and all Accounts therein shah 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 ether Ftunds of the City and used only as herein provided. The designation and establishment or the various Funds and Accouunts in and by this I2esolutiotn shall not be construed to require the establishment of any completely independent, self -balancing Funds as such term is commonly defined and used in governmental accounth-ig, but rather is intended solely to constitute an earmarking of certain revenues of the City for certain purposes and to establish certain priorities for application of such revenues and assets as herein provided,. Moneys held in the Fund and Accounts (except the Rebate Fund), are Pledged Funds and shall be subject to a lien anti charge in .favor of the holders and registered owners of the Series 2009 Bonds and any Additional Parity Obligations as herein provided. SECTION 7.02 Disposition of Revenues. The City covenants and agrees that it will pay or cause to be paid into the Revenue Fund, as promptly as practicable after receipt thereof, all of the Pledged Revenues and the Non -Ad Valorem Revenues as required by Section 6.03 hereof. Monies in the Revenue Fund shall be transferred and applied as.follows: (1) To the full extent necessary, for deposit into the Interest Account in the Sinking Fund, on the fifth (5th) clay preceding each Interest Payment Date, such sums as shall be sufficient to pay the interest becoming due on the Bands on each such Interest Favrnent Date; provided, however, that such deposits for interest shall not be required to be made into the Interest Account to the extent that money on deposit therein is Sufficient for such purpose. City of Miami Page 31 of 43 dile Id: 09.01150b (Version 2) Printed 0n: 6/3012010 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. The City shall, on or before each Interest Payment Date, transfer to the Paying Agent moneys in an amowit equal to the interest due on such Interest Payment Date or shall, prior to such Interest Payment Date, advise the Paying Agent of the amount of ally deficiency in the amount so to be transferred. (2) (a) To the full extent necessary, for deposit in the Principal Account in the Sinking Fund, on the fifth (5th) day preceding each principal maturity date, the principal amount of Serial Bonds which will mature and become due on such maturity dates; provided, however, that such deposits for principal shall not be required to be made into the Principal Account to the extent that money on deposit therein is sufficient for such purpose. The City shall, on or before each principal payment date, transfer to the Paying, Agent moneys in an am= -It equal to the principal due on such principal paymexnt date.. (b) To the full extent necessary, for deposit into the Band Amortization Account in the Sinking Fund, on the fifth (5th) day preceding each redemption or maturity date, the Amortization Requirements as may be necessary for the payment of the Tenn Boinds payable from the Bond Amortization Account on such redemption or maturity dates. The moneys in the Bond Amortization Account shall be used solely for the purchase or redemption of the Term Bonds payable therefrom.. The City may at any time purchase any of said Term Bonds at prices not greater than the principal amount thereof and credit the principal amount purchased against the Amortization Installment due. The City shall be mandatorily obligated to use any moneys in the Bond Amortization Accomat not applied to purchase Term Bands for the redemption prior to maturity of such Term Bonds in such marmer 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 redernp tion in any year Term Bonds in excess of the Amortization Requirements for such year, such excess of Term Bands so purchased or redeemed shall be credited in such manner and at such times as the Fuiaance Director shall determine over the remaining payment dates. The City shall, on each redemption or maturity date, transfer to the Paying Agent moneys in an arnotunt 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 Deserve Fund, an arnount which, together with funds on deposit therein, Will be Sufficient to make the funds on deposit therein, except as otherwise hereinafter provided, equal to the Reserve Requirement for the Bonds. City of Miami Page 32 of 43 He Id: 09.01150b (Version 2) Printed On: 613012090 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Moneys :.-i the Deserve Fund shall be used only for the purpose of payments of Amortization rznstallme.nts, principal of, or interest on the Bonds when other moneys allocated to the Sinking Fund are insufficient therefore, and for no other purpose. (4) in lieu of or in substitution for cash or securities on deposit in the Reserve Fund, the City may fund the Deserve Requirement, in 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 ❑n deposit in the Reserve Fiend or to rernaiun on deposit in the Reserve Fund, Such Reserve Product must provide for payment on any interest or principal payment dnLe (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 Bounds which cannot be cured by moneys in any other Fund or Account held pursuant to this Resolution and available for such purpose, and which shall name the Paying Agent or an Authorized Depository who has agreed to serve as trustee for the benefit of the Bondholders as the beneficiary thereof. In no event shall the use of such Reserve Product be permitted if it would cause an impairment 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 Interest Payment Date following such disbursement or to replace such Reserve Product by depositing into the Reserve Fund from the first Pledged Revenues available for deposit pursuant to clause (3) above, moneys in the inaxim€un amount originally payable under such Reserve Product plus the amount necessary to reimburse the Deserve Product Provider for previous disbursements made pursuant to such Reserve Product, or a combination of such atternatives, and for purposes of clause (3) above, amounts necessary to satisfy such reiunbursernent 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. Lf funds on deposit in the Reserve Fund exceed the Reserve Requirement with respect to the Series 2009 Bonds and any Additional Parity Obligations, such excess shall be transferred to the City annually to be used for any lawful purpose, provided that such excess shall be first applied to cure any deficiencies in the Sinking Fund, including the Accounts therein, and them shall be released to the City to be used for any lawful Purpose. (5) The City shall not be required to unsafe any further payments into the Sint<ung Fund, including the Accounts therein, and the Reserve Fund when the aggregate amnount of funds in the Sinl(ing Favid, including the Accounts therein, and the Reserve Fund are at least equal to the aggregate principal asnount of the Bonds then outstanding plus accrued interest thereon, or if all of the Bonds then outstanding have been otherwise defeased pursuant to Section 12.072 hereof. City of Miami Page 33 of 43 Fife Id: 09-01154b (Version 2) Printed On: 5/3012010 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. (h) The balance of any crannies remaining in the Revenue FCund after payment of all required payments in paragraphs (1)-(4) above may be used for any lawful purpose of the City, ARTICLE VIII DEPOSIT©RIES OF FUNDS, SECURITY FOR DEPOSITS AND INVESTMENT OF MONEYS SEC'TIDN 8,01 Deposits Constitute Trust Funds. All Funds or other property which at any tune may be owned or held in the possession of or deposited with the City for application in accordance with the terms a.nd provisions of this Resolution shall be held in trust and applied only in accordance with the provisions of this Resolution, and shall not be subject to lien or attaclunentby 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, shAl be continuously secured, for the benefit of the City and the Bondholders in the order and nim -finer 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 Fess thus the amount of such deposit, or (b) in such other manner as permitted hereunder as may then be required or permitted by applicable State and federal law and regulations regarding the security for, or graittinp, a preference in the case of, the deposit of trust funds, includi-ng without limitation, the provisions of Chapter 280, Florida Statutes, as from time to time amended, All moneys deposited with each Authorized Depository shall be credited to the particular Fund or Account to which such moneys belong. SECTION 8.02 Investment of Moneys. lvloneys held for the credit of the Revenue Fund, the Sinking Fund and the Reserve Fund may be invested by the City in Permitted Investments. Such investments or reinvestments shall mature or become available not later than the respective dates, as estimated by the City, that the moneys held for the credit of said Funds and Accounts will be needed for the purposes of such Funds or Accounts; provided, however, that moneys in the Deserve 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 rrioneys in any such Fund or Account shall be deemed at all tunes to be a part of such Fuad or Account, and shall at all times, for the purposes of this Resolution, be valued axu-ivally, at the market value thereof, exclusive of City of ,Miami Page 34 of 43 File ld: 09-01150b (Version 2) Printed On. 6/3012010 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. accrued interest. Deficiencies in the amount on deposit in any Fund or Account resulting from a decline fn ranarket value shall be restored no later than the succeeding vaIuatiort date. All .income and profits derived from the investment of moneys in the Sinking Fund shall be retained in such Funds and Accounts used for the purposes specified for such respective Fund and Account. All income and profits derived from the investment of moneys in the Reserve Fund shall be retained in the Reserve Fund therein until amounts on deposit in such Reserve Fund shall equal the Reserve Requirement; thereafter such income and profits shall be released to the City to be used for any lawful purpose. ARTICLE IX GENERAL COVENANTS OF THE CITY SECTION 9.01 Notice of Deposit Shortfall, The City covenants that it will notify the Paying Agent, of any shortfall or deficiency in the Sinkiang Fund at least five (a) days before each principal or Interest Payment Date on which such shortfall is expected to occur. SECTION 9.02 Annual Audit, (1) Annual ,audit. The City shall require that an annual audit of its accounts and records with respect to its general fund and the Pledged Funds and the Funds and Accounts created herein be completed as soon as practicable after the end of each Fiscal Year by an independent certified public accountant of recognized standing, Such audit shall be conducted in accordance with generally accepted auditing standards as applied to governmental units. (2) Availability of Reports. A copy of the comprehensive annual financial report as certified according to the regUiremeants 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 sa tie, upon payment by such Bondholder, of the cast of reproduction and mailing, SECTION 9.03 Receipt of Pledged. Revenues, The City covenants, that as long as the Series 2009 Bonds are outstanding, it will not impair or adversely affect the right of the City to receive the Pledged Revenues. The City will proceed diligently to perform legally and. effectively all steps required on its part to collect and receive the Pledged Revenuos. 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 all efficient and economical manner, maintain the properties constituting the Project in good repair and in sound operating condition for so long as the same are necessary to the operation of the Project upon a revenue-produ6-tg basis, and comply with City of Miami Page 35 of 43 File id: 09-01150h (Version 2) Printed on: 613012010 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. all valid acts, rules, regulations, order and directions of any legislative, executive, administrative or judicial body that are applicable to the Project. For so long as the Bonds are outstanding, the City will not construct, maintain or operate or cause to be constructed, )maintained or operated, any off-street parkialg facilities that would impair the revenue-producing capacity of the Project tireless prior to such construction, opera Lion 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 Capon such parking consultant's knowledge 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 lass or damage from such causes as are customarily insured agaialst 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. SECUON 9.06 Insurance and Condemnation Proceeds. All proceeds of all .insurance required by Section 9.05 hereof and all net proceeds resulting from eminent domain} proceedings shall be delivered to the Paying Agent for deposit in the Construction Fund or Sinking Fund and shall be applied at the election of the City: (1) promptly to replace, repair, rebuild or restore the Project to substantially the sante condition as that which existed prior to such taking, damage or destruction, with such alterations and additions as the City may determine; or (2) to the redemption of Bonds, provided that bonds may be redeemed only if (A) the Project .has been restored to substantially the same condition as prior to such damage or destruction or taking, or (B) the City has determined that the portion of the Project damaged or destroyed or taken is not necessary to the operation of the Project. SECTION 9.07 Disposition of the Project. The City will have the right to sell or dispose of any moveable property or .fixtures acquired by the City in cormection with the Project, or any materials used in connection therewith if the Finance Director determines that such articles are no longer useful in connection with the construction or maintenance of the Project or the operation of the Project aaad 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 Paye 36 of 43 File Id; 03-011506 (Version 2) Printed On: 613012010 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. The City will deposit the proceeds resulting from any abandonment, sale or disposition of properties constituting the Project to the Construction Fiund or to the Revenue Fund, as the City may direct. SECTION 9.05 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 acqui-re any securities or obligations, and shall not use or permit the itse of any amounts received by the City with respect to the Series 2009A Bonds in any rnanner, and shall not take or permit to be taken any other action or actions, which would cause any Series 2009A Bonds to be "private activity bonds" within the meaning of Section 141 or an "arbitrage bond" within the ineaning of Section 145, or "federally guaranteed" withixt the rneaniing of Section 149(b), of the Internal 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 tirnes 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 Government any amounts required by Section 148(f) of the Cade and the regulations thereuinder (the "Regulations"), In order to ensure complrance with the rebate provisions of Section 148(1) of the Code with respect to any Series 2009A Bonds for which the City intends on the date of issuance thereof to be excluded. fronn gross uncome for purposes of federal income taxation, the City hereby creates and establishes the "City of Miami Special Obligation. Parking Revalue Bonds Rebate Fund" (hereinafter the "Rebate Frond") to be held by the City. The Rebate Fund need not be maiuntained so long as the City timely satisfies its obligation to pay any rebatable earnings to the United States Treasury; however, the City cnay, as an administrative convenience, maintain rind deposit funds 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 manner for the benefit of the holders of the Series 2009A Bands. 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 instiiictions 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 a -,y obligations (other than the Series 2009 Bonds authorized by Section 5.01 hereof) secured by or payable from the Pledged Funds, or any portion thereof, or voluntarily create or cause to be created any debt, lien, pledge, assignment, encurnbrance or other charge, in each case, having City of Miami Page 37 of 43 File Id: 09-D1150b (Version 2) Printed On. 613012010 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. priority to or being on a parity with the lien securing the Series 2009 Bonds issued pursuant to this Resolution upon the Pledged Funds or any portion thereof. Notwithstanding the foregoing, the City may at any time or from tirne to time issue evidences of indebtedness that are payable i, whale or in part out of the Pledged Funds and which may be secured by a pledge of the Pledged Funds on a parity with the Series 2009 Bands solely for the purpose of financing the costs necessary to complete the Project. Such Additional Parity Obligations may not exceed 10% of the initial principal amount of the Series 2009 Bonds. Notwithstanding the foregoing, the City may at any time or frotu time to time issue evidences of indebtedness that are payable in whole or in part out of the Pledged Funds and which may be secured by a pledged of the Pledged Funds on a parity with the Series 2009 Bonds if such Additional Parity Obligations to be issued are refunding bonds, that is, delivered in Iieu of, or in substitution for, or to provide for the payment of one or more series of Bonds or portions thereof, originally issued under this Resolution if the City shall cause to be delivered a certificate of the Finance Director setting forth the Total Debt Service Requirement (i) for the Bonds then outstanding alnd (ii) for all Bounds to be irrunediately outstanding thereafter and stating that the Total Debt Service Requirement pursuant to (ii) above is not greater than that set forth pursuant to (i) above. ARTICLE XI EVENTS OF DEFAULT; REMEDIES SECTION 11.01 Events of Default, Each of the following events is hereby declared. an "event of default (a) payrnent of principal of ally Series 2009 Bond is not be made when the sarne shall become due and payable, either at maturity or on required payinent dates by proceedings for redemption or otherwise, or ai) payments of any-isLallmenL of .interest small not be made when the same shall become due and payable; or (c) the City shall fail to mance any deposits required to be made heretrrfder or shall otherwise fail to comply with any of the covenants and obligations of the City hereunder and such failure shall continue unremedied for a period of thirty (30) days after such failure to deposit or other such occurrence. Notwithstanding the foregoing, wills respect to the events described in clause (c) the City small not be deemed in default hereunder if such default can be cured withiun a reasonable period of tune and if the City in good faith institutes appropriate curative action and diligently pursues such action until the default has been corrected. City of Miatnf Page 38 of 43 File fd: 09•01156b (Version 2) Printed On: 613012010 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. SECTION 11.02 Enforcement of Remedies. Upon the happening and continuance of any event of default specified in Section 11.011 of this Article, then and in every such case [he owners of not less than twenty-five percent (25°Ira) of the aggregate principal amount of the Series 2009 Bands outstanding may appoint array State hunk, national bank, trust company or national banking association qualified to transact business in Florida to serve as trustee for tine benefit of the holders of all Series 2009 Bonds then outstanding (the "Default Trustee"). Notice of such appointment, together with evidence of the requisite signatures of the holders of twenty-five percent (25°/x) of the aggregate principal amount of the Series 2009 Bonds outstanding and the trust instrument cinder which the Default Trustee shall have agreed to serve shall be filed with the City and the Default Trustee and notice of such appointment shall be mailed to the. registered holders of the Series 2009 Bonds. No more then one Default Trustee inay be appoirnted and serving hereunder at any one time; however, the holders of a majority of the aggregate principal arnount of the Series 2009 Bonds outstanding may remove the Default Trustee initially appointed and appoint a successor and subsequent successors at any time. If the default for which the Default Trustee was appointed is cured or waived pursuant to lInis Article, the appoinhnent of the Default Trustee shall terminate with respect to such default. After a Default Trustee has been appointed pursuant to the foregoing, the Default Trustee rrnay proceed, and upon tine written request of owners of twenty-five percent (25%) of the aggregate principal amocunt of the Series 2009 Bonds outstanding shall proceed, to protect and enforce the rights of the Bondholders under the laws of the State of Florida, including the Act, and under this Resolution, by such suits, actions or special proceedings in equity or at law, or by proceedings in the office of any board, body or officer having jurisdiction, either for the Specific performance of any covenant or agreement contained herein or in aid of execution of any power herein granted or for the enforcement of any proper legal or equitable remedy, all as the Default Trustee, being advised. by counsel, s.l-rall deem most effectual to protect and enforce such rights. In llne enforcement of array remedy against the City under this Resolution the Default Trustee shall be entitled to sue for, enforce payment of and receive any and all amounts then or during any City default becoming, and at any time remaining, due fro>n the City for principal, interest or otherwise winder any provisions of this Resolution or of such Series 2009 Bonds and unpaid, with interest on overdue payments of principal and, to the extent permitted by law, on interest, at the rate or rates of interest specified in such Series 2004 Bonds, together with any and all costs and expenses, including reasonable attorneys' fees anduncludnng fees oro appeal, of collection and of all proceedings hereunder and under such Series 2009 Bonds, without prejudice to any other right or remedy of tlne Default Trustee or of the Bondholders, and to recover and enforce any judg€hent or decree against the City, but solely as provided herein and in such Series 2009 Bonds, for array portion of such announts rernau,Jung unpaid and interest, costs and expenses as above provided, and to collect (but solely from moneys in the Funds and Accounts, excluding the Rebate Lund) in any manner provided by law, the moneys adjudged or decreed to be payable. City of Miartni Page 39 of 43 Fife Id; 09-01150b (Version 2) Printed On: 613012010 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. SECTION 11.03 Effect of Discontinuing Proceedings. In case any proceeding take, by the Default Trustee or any Bondholder on account of any default shall have been discontinued or abandoned for any reason or shall have been determined adversely to the Defar.rlt Trustee or such Bondholder, then and it every such case the City, the Default Trustee and the Bondholders shall be restored to their former positions and rights hereunder, respectively, and all rights, remedies and powers of the Default Trustee shall continue as though no succi proceeding had been taken. SECTION 11.04 Directions to Default Trustee as to Remedial Proceedings. Anything in this Resolution to the contrary notwithstanding, the holders of a majority of the aggregate principal amount of the Series 2009 Bonds outstanding shall have the right, by all instrument or concurrent instruments in writing executed and delivered to the Default Trustee, to control the method and place of conducting all remedial proceedings to be taken by the Default Trusted hereunder, provided that such direction shall not be otherwise than in accordance with law or the provisions of this Resolution, and that the Default Trustee shall have the right to decline to follow any such direction which in the opinion of the Default Trustee would be unjustly prejudicial to Bondholders not parties to such direction. SECTION 11.05 Restrictions on Actions by Individual Bondholders. No Bondholder shall have any right to Institute any suit, action or proceeding in equity or at law for the execution of any trust hereunder or for any other reinedy hereunder, except as otherwise provided hereon, The holders of less than twenty-five percent (25%) of the aggregate principal arnor.uit of the Series 2009 Bonds outstanding may act hereunder and direct proceedings if such Bondholders shall have made written request of the Default Trustee after the right to exercise such powers or right of action, as the case may be, shall have accrued, and shall have afforded the Default Trustee a reasonable opportunity either to proceed to exercise the powers hereinabove granted or to institute such action, suit or proceeding it its or their name, and unless, also, there shall have been offered to the Default Trustee reasonable security and indemnity agaiJlst the costs, expenses and liabilities to be incurred herein nS' thereby, including the reasonable fees of its attorneys (including fees on appeal), and the Default Trustee shall have refused or neglected to comply with such request within a reasonable period of trine; and such notification, request and offer of indemnity are hereby declared in every such case, at the option of the Default Trustee, to be conditions precedent to the execution of the powers and trusts of this Resolution or for any other remedy hereunder. It is understood and intended that no one or more owners of the Series 2009 Bonds hereby secured shall have any right in any manner whatever by his or their action to affect, disturb or prejudice the security of this Resolution, or to enforce any right hereunder, except in the manner herein provided, and that all proceedings at law or in equity shall be instituted, had and maintained in the manner herein provided and for the benefit of all Bondholders, and that any individual rights of action or any rather right given to one or more of such owners by law are restricted by this Resolution to the rights and remedies herein provided. Nothing contained herein, however, shall affect or impair the right of mny Bondholder, individually, to enforce the payment of the principal of and interest on his Series 2009 Band or MY of N113ml Page 40 of 43 Fife Id; 09-01150b (Version 2) Printed On: 613012010 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Bonds at and after the maturity thereof, at the time, place, from the source and in the manner provided in this Resolution. ARTICLE XII MISCELLANEOUS PROVISIONS SECTION 12.01 Modification or Amendment. This Resolution may be modified or amended by ordh-tance or resolution and may be supplemented for the addition of terms, covelnartts and previsions in the manner hezein provided and as may further be necessary for issuance of [lie Series 2009 Bonds hereunder from time to tune by supplemental resolution adopted concurrently with or prior to the issuance of the Series 20109 Bonds. Thereafter, no modification or amendment of this Resolution or of any resolution or ordnlance amendatory hereof or supplemental hereto not provided for herein, materially adverse to the holders of the Series 2009 Bonds, may be made without the consent in writing of the owners of not less than a majority of the aggregate principal amount of Series 2009 Bunds outstanding, but .no modification, amendment or supplemental ordinance or resolution shall permit a change (a) in the maturity of the Series 2009 Bonds at a reduction in the rate of interest thereon, (b) in the amount of the principal obligation of any Series 2009 Bond, (c) that would affect the Fledged Funds of the City for the payment of the arnounts provided herein pLu-scrant to Section 6.02 hereof, or (d) that would reduce such percentage of holders of the Series 2009 Bonds, required above for such modifications or amendments, without the consent all of the Bondholders. For the purpose of Bondholders' voting rights or consents, the Series 2009 Bonds owned by or held for the account of the City, directly or indirectly, shall not be counted. The City may amend this Resolution to make other amendments not prohibited by the foregoing without Lhe consent of the Bondholders. Notwithstanding the foregoing or any other provisions to the contrary, for so long as an Insurance Policy is in fall force and effect, cons -int and approval by such. Insurer shall constitute the required consent and approval of the owners of the Bonds insured by it, provided however, that in no event shall such Insurer be entitled to consent to the actions listed in (a) -(d) in the preceding paragraph, SECTION 12.02 Defeasance. If, at any time after the date of issuance of the Series 2009 Bonds (a) all Series 2009 Bonds secured hereby or any .maturity thereof shall have become due and payable in accordance with their terms or otherwise as provided in this Resolution, or shall have been duly called for redemption (if applicable), or the City gives the Paying Agent irrevocable instructions directing the payment of the principal of, redemption premi-Lon, if any, and interest on such Serres 2009 Bonds at maturity or at arty earlier redemption date scheduled by the City, or any combination thereof, (b) the full amocurt of the principal, redemption premium, if any, and the interest so due and payable upon all of such Series 2009 Bonds then outstanding or any portion of such Series 2009 Bonds, at maturity or upon redemption (if applicable), shall be paid, or sufficient moneys shall be held by an escrow agent who shall be an City of m1amI Page 41 of 43 Fife Id: 09-01150b (Version 2) Printed On: 61=2010 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Authorized Depository or any Paying Agent (other than erne City) in irrevocable trust for the benefit of such Bondholders (whether or not in any accounts created hereby) which, when invested in Goveriunent Obligations maturing not later than the maturity or redemption (if applicable) dates of such principal,, redemption premium, if any, and interest, will, together with the income realized on such il.nVestments, be sufficient to pay all such principal, redemption preinium, i1 any, and interest on said Series 2009 Bonds at the maturity thereof or the date Upon which such Series 2009 Bonds are to be called for redemption (if applicable) prior to .maturity, and (c) provision shall also be made for paying all other shins 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 shill thereupon cease, determine and become void, otherwise, this Resolution shall be, continue arid. 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 late 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, thein 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 Bond issued hereunder, SECTION 1.2,04 No Third -Party Beneficiaries. Except as herein otherwise expressly provided, nothing in this Resolution expressed or implied is intended or shall be construed to confer upon any person, fired 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 arid holders from tinnc to tirne of the Series 2009 Bonds issued hereunder, SECTION 12.05 Controlling Law, Members of City Not Liable. All covenants, stipulations, obligations and agreements of the City contained in this Resolution shall be deemed to be covenants, stipulations, obligations and agreements of the City to the full extent authorized by the Act Lund provided by the Constitution and laws of the State, No covenar_rt, stipulation, obligation or agreement contained herein shall be deemed to be a. covenant, stipulation, obligation or agreement of any present or future member, agent or employee of the City in his individual capacity, and neither the members of the City nor any official executing the Series 2009 Bonds shall be liable personally on tlne 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: 5!3012010 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. such covenants, stipulations, obligations and agreements shall bind or inure to the benefit of the successor or successors thereof from time to bine and any officer, board, body or commission to whom or to which any power or duty affecting such covenants, stipulations, obligations and agreements shall be transferred by or in accordance with law. Except as otherwise provided herein, all rights, powers and privileges conferred and duties and liabilities imposed upon the City or upon the City Conunnission by the provisions of this Resolution shall be exercised or performed by the Co=issi.on, or by such ether officers, board, body or commission as may be required. by Iaw to exercise such powers or to perform such du ties. 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 Bund tlne City Manager or either of there are each designated as agents of the City in connection with the sale, issuance and delivery of the; Series 2009 Bonds and are authorized and empowered, collectively or individually, to take all action and steps and to execute all ianstrLu-rents, documents and contracts on behalf of the City, including the execution of documentation required in connection with the negotiated. sale of the Series 2009 Bonds to the Underwriters, that are necessary or desirable in connection with the sale, execution and delivery of the Series 2009 Bonds, and which are specifically authorised or are not inconsistent with tine terms and provisions of this Resolution, the Bond Purchase Agreement, the Paying Agent and Registrar Agreement, the Contuiuixtg 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 ail costs incurred in connection with the issuance of the Series 2009 Bonds are hereby authorized to be Maid from the proceeds of the Series 2009 Bonds. SECTION 12.08 Repeal of Inconsistent Resolution. All resolutions or parts thereof in conflict herewith are to the extent of such conflict superseded and repealed. SECTION 12.09 Effective Date. This Resolution shall be effective immediately upon its adoption and signature by the MayorjII APPROVED AS TO FORM AND CORRECTNESS: fuUl>✓ O. CITY ATTORNEY TootnoLes: (I 11f the Mayer does not sign this Seiies Resolution, it shall becon-to efTective at the end of torr 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 Miaml Page 43 of 43 File Id: 09-01150b (Version 2) Printed on: 613612016 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. DISCLOSURE DISSEMINATION AGENT AGREEMENT This Disclosure Dissemination Agent. Agreenncnt (the"Disclosure Agreement"), dated as of .Ttoy 29, 2010, is eze:culed and delivered by The City of Miauni, Florida (the "City") and Digital Assurance Certification, L.L.C., as the initial exclusive Disclosure Diss Min4ition Agent (the "Disclosure Dissenniniation Agent" ur "DAC") for the benefit of the Holders (hereinafter defllned) of the: Bonds (hereiiiafter de used) and in order to provide cGrta.in CUntnn ihig disclosure with respect to the Bonds in accordance with Rule 15c2-12 oC the. United States Securities anti Cxch,anoe Commission under (lie Securities Exchange Act of 1934, as the sainne may be amended from time to time (the '`Delle"), SECTION 1. Defliiitions. Capitalized terms not otherwise defined in this Disclosure Agreement shall have the meaning assigned in the Rule or, to the extent not in conflict with the Mule, in the Official Statement (hereinafter defined), The capitalized terms shall have the frallcnoving Dtezniitgs: "Aillitial Peport" means ,in Annual Deport described in and consistent with Section 3 or this Disclosure Agreement. "Aiaini]aI Filing Date" nneains the date, set in Sections 2(a) and 2(f) of this Disclosure Agreement, by which. the Annual Report is to be filed with the MSRB. "Ainatial Financial lnfornnation" rnacalns atnitual financial inf'aaination as such terra is used in paragraph (b)(5)(i) of the Rule and spccirled in Sectiotn 3(ta) of this Disclosure ASreerneitt. "Audited Financial Statennents" mcasns the Financial statements (if any) of the City f'or the prior fiscal year, cerli6ed by an ilndeppmdent auditor as prepared i» accordance with generally accepted accounting principles or otherwise, as such term is used in paragraph (b)(5)(i) of the Rule and specified lin Section 3(b) of this Disclosure Agreement, "Bonds" means the bonds as listed on the attached Ekhibit A, with the 9-cligit CUSIP numbers relaCiing thereto, "Certification" means a writteo certification of conipliaince signed by the Disclosure Representative stafling that the Alanual Report, Audited Financial Stateint:nts, ValultWry Report or Notice Event notice delivered to the Disclosure Dissemination Agent is the Aiuiu,i,l Report, Audited Finiancial Statcrnetnts, Voluntary Report or Notice Event notice acquired to be submitted to the Repositories under this Disclosure Agreeruent. .rA Certification shall accorinpany each such document subrn;tted to the Disclosure Dissemination Agent by the City and. include the full nanne of the Bonds and the 9 -digit CUSTP numbers for all Bonds to which the document applies. "Disclosure Represetntative" nneaus Fin ince Director of the City or lief" desigiec, or settle othcr person as thy: City shall designate in Wridn;; to tine Disclosure Dissemination Agent £mane bine to thane; as the person responsible for providing Information to the Disclosure Dissemination Agent, MIAMI/412454413 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. `'Disclosure Dissemination Agent" ]neons Digital Assunmee Certrf ation, L.L.C, acting in its capacity as Disclosure Dissemination Agent hereunder, or any successor Disclositre Dissemination Agent designated in writing by the. City pursuant to Section 9 hereof "Holder" means any person (a) having the power, directly or indirectly, to vote or consent with respect to, or to dispose of ownership of, any Bonds (including persons holding Bonds through non iinces, depositories or other intertne;diriries) or (b) treated Lis the owncr cel' any Bonds fen` federal incorne tax purposes, "°Irifoi-matiou" ITiearis the Annual Financial Inforniation, the Audited financial ,Statements (if any) [lie Notice Event notices., and the Voluntary Re=ports. "Notice Event" means an event- listed in Sections 4(a) of this Disclosure Agreement. "MSIR" me -Luis the Municipal Securities Rulernaking Board established pursuant, to Section I SB(b)(l) of the Securities Exch€anzge Act of 1934. "Official Statenlenl7l means that Official Statement prepared by the City in connection with the Bonds, as listed [lit E,\h.ibit A. "Voluntary Report" nicans the information provided to Chi-- Disclosure Disseminiati©n Agent by the City pursuant to Section 7, SECTION 2. Provision ofhnnaaal Reports. (a) The City shall provide, annually, an electronic copy of the: Annual Report and Certification to the DiSCIOSUre Dissemination Ageut, to ether with a copy for the Paying Agent, not later than 30 days prior to the Annual Filing Date. Promptly upon receipt of an electronic copy of the Atmual Report and the C'.ertitication, the Di.closure Dissemination Agent shall provide an Annual Report to the NISRB and the State Depositary (if ally) not later chain June 30"' of each year, commencing with the fiscal year ending September 30, 20,09. Such nate and each anniversary thereof is the Aruival Piling Date, The Annual Report naay be subaiJLted as a shiglc document or as separate documents comprising a package, and may crass -reference other information as provided in Section 3 oftliis Disclosure Agrecutent. (b) If on the: ti%lecnth (15th) clay prior to [lie Atinu l Filing Date, the Disclosure Dissetninaation Agent has not received a copy of the Annual Report and Certification, the Disclosure Dissemination Agent shall contact die Disclosure Representative by telephone and in vvriting (which nnay be by e-mail) to remind the City of its undertAzing to provide (lie Anauaal Report parsuant to Section 2(a). Upon such rcminder, the Disclosure Representative shall either (i) provide the Disclosure Dissenarnattion Agent sA ith an electronic copy of the Armual Repon and the Certification no lata than two (2) business days prior to the Annual filing Date; or (ii) insthrct the Disclosure Disseaiinatioai Agent in writing that die City will not be able to We [lie Annual Report within the time required under this Disclosure A,greeinent, state the: date by wl icli the .Annual Report for such year \-will be provided and inSMU' t the Disclosure Dissemination Agent that a Notice Event as described in Section 4(a)(12) has occurred and to immediately send a notice to [lie MSRB in substantially the fortis attached as Exhibit B, MrnMai4245441.3 2 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. (c) If the Disclosure Dissemination Ageni has not received an Annual Report and Certificration by 12:00 noon on the; iii.5t business day following the Annual riling Date for the Annual Report, a Notice Event described in Sectioia 4(x)(12) shall have occurred and the City irrevocably directs the Disclosure: Dissemination Agent to innznediately send a notice to the NISRB in substantially the f'e)rm attached as Exhibit B. (d) If Audited Financial Statements of the City are l)rcparcd but not available prior to die Annual Filing Date,. lbe City shall, when the Audited Financial Statements are available, provide in a timely manner an elemonic copy to the Disclosure Dissemination Agent, accompanied by a Certificate. for filing with (lie MSRB. (e) `l'lie Disclosure Dissemination Agent shall: (i) determine the address of the MSRB each year prior to the Armful Filing Date; (ii) upon receipt, prUlt>.ptly file each Annual Report received under Section 2(a) wit', she: N4SRB; (iii) upon receipt, promptly file each Audited rinancial Statement receivi.d under Section 2(d) with the NISR13; (iv) upon receipt, promptly file the te=xt of each disclosure to be made with the MSRB toaethcr with a completed copy of the MSU Material. Event Notice Cover Sheet in the form altauhed as .Exhibit C, describing the event by checking the. box indicatcd below wl,ea filing pursuant to the Section, of this Disclosure Agreement indicated: 1. "Principal and interest payment clelrnquencies," pursuant to Sections 4(e) and 4(a)(1); 2 "Non -Payment related defaults," pursttant to Sections 4(c) and 4(1)(2): 3. "Unscheduled draws on debt service reserves reflecting financial difficulties," Pursuant to Sections 4(c) and 4(a)(3); 4, "Unscheduled draws on credit crthancetnertts re=flecting_ ibia acial difficuttties,", pursuant to Sections 4(c) and 4(a)(4); 5. "SulastitUticra of credit or ticluidity providers, or their CaiIurc to perform," pursuant to Sections 4(c) and 4(a)(5); 6. "Adverse tax opinions or events affecting the: tax-cxte.tnpt status of the security," pursuant to Sections 4(c) and 4(a)(6); 7. "Modifications to HL of securities holders," pursuant to Sections 4(c) and 4(1)(7); KIIA I/4245441.a 3 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. 13. "Bond calls," pursuant to Sections 4(c) and 4(a)(8); 9 "DQ ettsan(..es," pursuant to Sections 4{c) mid 4(a)(9); 10. "Release, subsdai-tion, or anile of property securing repayment of lie securities," pursuant to Sections 4(c) and 4(a)(10); 11. "Ratings changes,"pursuant to Sections 4(c) and 4(a)(i I); 12. "Failiire to provide annual finaii-tial information as required," pau•suant to Section 2(b)(ii) or Section 2(e), together with a completed copy of Exhibit B to this Disclosure Agreement; and 13, "Other nnaterial event notice (specify),' pursuant to Section 7 of this Agreeinent, together with the summary descriptiOan provided by the Disclosure Representative, (v) provide the City evidence or the filings of each of the above when made, which shall be IV means of tfie DAC syste rn, for so long as UAC is the Disclosure Dissemination Agent utnder this Disclosure Agreement. (vi) The City May adjust lite Annnr�i Filing Date. upon change of its fiscal year by providing written notice of such change and the new Annual Filing Date: to the Disclosure Dissemination Agent and the I4SRB, provided that the- period between the existing A.nIlUall Filing; Date and nevi! Annual Piling Date shall not exceed one year. SECTION 3. Contcntk).FAnnual R.cports. (a) leach Annual Report shall contain Annual Financial Innformatiou with respect to the City, including the information provided bi the Official Statement in tine tables entitled or tIie- headings entitled: (i) `PLEDGED REVENUES - Convention Development Tax" (ii) 'fable entitled "Miami -Dade, County, Florida 3% Convention Development Tax Historical Collections"; (iii) "PLEDGED REVENUES - Projeewd Collection of fledged Revenues"; (iv) Table entitled "THE CITY OF MIAMI, 1"LORlDA LEGALLY AVAI EAB I.l1NON -AD VALDREA4 REVENUES'YMAR END SEPTEMBER 34'.x,; and (%,) Table entitled '71117- CITY OF MIAN41, FLORIDA HISTORICAL ANTI-DILU"f 10N Ti S'F YEAR [LANDED SIIPTEMBER 30"' (h) Audited Financial Statements prepared iaa accordance with generally accepted accounting principles ("GAAP") as described in the Official Statement will be included M bVvcrra24s-Wi.3 4 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. in the Annual Report, If such. Audited Financial Statements are m7available at the Annual piling Date, imaudited financial statements, prepared in accordance with GAAP will be included in the Annual Deport. Audited Financial Statements (iftnay) will bcprovided pursuaat to Section 2(d). Any or all oI7 [lie items listed above may he included by specific reference from other documents, including offit;ial statements of cleft issues with respect to which the City is an "obligated person" (as defined by the: RWe), which have been previously tiled with each of the National Repositories or the :Securities and Exchange Commission. If the document incorporated by ret'erence is a final official statement, it roust be avai[able from the MSM3. The City will clearly identify each such document so incorporated by reference. SECTION 4. Reportinro of Notice )~v°tints. (a) The occurrence ©f any of the following events; if material, with respect to the Bonds constitutes a Notice Event: 1, Principal and interest payment delinquencies; 2. Non-paymc,nt related d.c;faults; 3. Unscheduled draws on debt service reserves reflecting financial difficulties; 4. Unscheduled draws on credit cnliincements relating to the Bonds reFlecGlIg financial difficulties; 5. Substitution of credit or liquidity t)rov'tders, or their iailure to perform; 6. Adverse tax opinions or events affecting the tax-mmpt status of the Bonds, 1. Modi icalions to rights of Gond holders; 8. Bond calls, 9. Defeasances; 10. Release, substitution, or sale of propeiiy securing repayment of the Bonds; 11, Rating changes on the Bonds; and 12, Failure to provide amival financial information as required. The City small promptly notify the Disclosure Dissemination Agent in writing 111),oto the occurrence of to Notice; Event. Such notice shrill instruct the DsCIOSnre DiSSOMillaLion A-ent to report the occurrence 1xv-suant to subsection (c). Such notice: shall be accompanied with the text of the disclosure that the. City desires to make, the written authorization of the City for the NItAM11-1245.141.3 5 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Disclosure Dissemination Agent to disscminate such information, and the dale: the City desires for [lie Disclosure Dissemination Agent to disseminate the information. (b) The Disclosure Dissemination Agent is tender no obligation to notify the City or the Disolostire Representative of an event that may constitute a Notice Event. In the event the Disclosure Dissemination Agent so notifies the Disclosure Representative, the Disclosure Representative will within Evan business days of receipt of such notice, instruct the Disclosure Dissemination Agent that (i) a Notice Event has not occurred and no filing is to be made or (ii) a Notice: Event has occurred and the. Disclosure Dissemination Age m is to report (tie OcculTence pursuant to subsection (c) of this Section 4, together with the text of the disclosure that the City desires to make, the written authorization of the City for the Disclosure: Dissemination Agent to disseminate such information, and the date the City desires for the: Disclosure: Dissemination Agent to disseminate the information. (c) if the Disclosure Dissemination Agent has been instructed by the City as prescribcd in subsection (a) or (b)(ii) of this Section 4 to mport the occurrenec ❑f a Notices Event, the DisclDsllre Dissemination Agent slhalI ph•omptly file a notice of such occurrence with the m P11B. SECTION 5, CUSIP Numbers. Dissemination Agent, including but belt. reference to [lie Annual Reports, Audit. Voluntary Ise ports tiled pursuant to Se Bonds and i.he 9 -die C:USIP niinlbe:rE re later. Whenever providing iilfoi'ilmation to tike Disclosure limited to Anibal Reports, documents incorporated by ,d Financial Statements, notices of Notice Events, and :bail 7(a), the City slhalI indicate tete full name of the for the Bonds as to which the provided inf'ortnation SECTION 6. _Add.itional Disclosure Obli ,ations. The City acknowledges ante L10derstands that other state and federal laws, including but not limited to the Securities Act of 1933 and Rifle 10b -S promulgated under Elly Securities Exchange Act of 1934, may apply to flee City, and that the failure of the Disclosure Dissemination Agent to so advise [lie City shall not constitute a Breach by the Disclosure Dissertinaticm Agent of any of its duties and responsibilities under this Disclosure Agreement, The City acknowledges and understands that the duties of the Disclosure Dissemination Agent relate exclusively to exectttiaih of file meclhaihical tasks of disseminoting information as described in this Disclosure Agreement. SECTION 7, VoJuntary Rgports. (a) The City may instruct the Disclosure Dissemination A-ent to file information with the, Repositories, from time to time pursuant to a Certification or the Disclostn•e Representative accompanying such. information (a "Volumary Report"). (b) Nothing in this Disclosure Agreement slhall be deemed to prevent the City Iirom disseminating any oilier infortnation through the Disclosure Dissemination, Agent: using die nicans of dissemination sett forth in this Disclosure Agreement or including any other information in any Antlual Report, Alithual Financial Statemetit, Voluntary Report or Notice Everit notice, in addition to that required by this Disclosure AgreernehiL If the City chooses to include: any information in any Annual Report, ?umual Financial SIatcment, Voluntary Report or A41AN$114245441.1 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Notice. Event notice in addition to that which is specifically required by this Disclosure Agreement, the City shall have no obligation under this Disclosure Agreement to update such information or include it In any future Amittal Report, Annual financial Statement, Voluntary Report or Notice: Event notice. SECTION S. Termination of Re aborting Obligation. The obligations ol" the City and the Disclosure Dissemination Agent tlatder this Disclosure Agreemcn[ shall tern-ainate with respect to the Bonds upon die legal defeasance, prior redemption or payrnerit iii full of all of the Bonds, when the City is no lotigor at) obligated person with respect to the Bonds, or upon delivery by the Disclosure Representative to the Disclosure Dissemination Agent of an opinion of nationally recogrlizul bond counsel to the effect that continuing disclosure is no longer required. SI-CTION 9. Disci sure Disse tlnittatio 1 !1 rent. The City has appointed Digital rLssurance Certification, L.L.C. as the initial exclusive Disclosure Dissemination Agent under this Disclosure Agreement. The City may, upon thirty days N ritten tiotiee to the Disclosurr, Dissemination Agent, replace or appoint a suecessor Disclosure Dissemination. Agent. Upon termination of DAC's services as Disclosure. Dissemi.naation Agent, whether by noJec of the City or DAC, the: City aigrces to appoint a successor Disclosure Dissemination Agent or, alternately, agrees to assumo all responsibilitit:s of Disclosure Disscntiination Agent under this Disclosure Agreement for the bandit of the Holde=rs or the Bonds, Notwithstanding any replacement or appointment tufa successor, the City shall remain liable until payment in Cull Cor any and all sums owed and payable to the Disclosure Dissemination Agent. The Disclosure Dissemination Agent may tesigla at any time by providing thirty days' prior written notice to the City SECTION 10, Remedies in Event of Detault. In the event of a Cailure of the City or the Disc:lostare Dissemination Agent to coftiply with any provision of this Disclosure Agreement, the l ToIders' rights to en Force the provisions of this Agreement shall be lim i ted solely to a tight, by action in mandattnus or for specific performance, to ccmpel. performance of the parties' obligation under this Disclosure Agreement, Any failure by a party to perforin in accordance with this I3isc(asure Agreement shall not constiLut.e a. default on the Bonds or under any at -her document refiling to the fiances, and all tights and remedies shall he limited to those expressly statue! llereitt. SECTION 11. Duties, Immtuuties and Liabilities ofDi.sclosure_Dissemination A cin. (aa) The Disclosure Dissemination Agent shall have only such ditties as are speeihcally scat forth in this Disclosure Agreement. 'llie, Disclosure Dissemination Agent's obligation to deliver the information at the times and with (lie contents described herein shill he limited to the extent the City has providtd SLIC11 informattion to the Disclosure Dissemination Agent as required by i:his Disclosure Agreement. The Disclosure Dissemination Agent shall have no ditty witli respect to the content ol` any disclosures or notice made putt,swult to the terms hereof. The Disclosure Dissemination agent shall have no duty or obligation to review or verify any Information or any other inf'oa rnation, disclosures or notices provided to it by the City and sliall not be deemed to lac acting in any fiduciary capacity Cor the City, [lie Holders of the Bonds or any other party. The Disclosure Dissemination Agent shall have no responsibility for the City's failure to report to the Disclosure Dissemina don Agent a Notice Event or a ditty to determine the materiality thereof. The Disclosure Dissemination Agent shall have no duty to Ari IAMU424 54413 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. dctertnine, or liability for failing to determine, whether the: City has complied wOtlt this Disclosure Agreement, The Disclosure Dissemination Agent may concltisively rely upon certifications of the City at all tines. TO THE EXTENT PERMITTED BY LAW, THE CITY AGREES TO JNDEC / NIFY AND SAFE TI"IE DISCLOSURE DISSCNIINATION AGENT AND ITS RFSPECTIVE OFFICERS, DIRECTORS. EMPLOYEES AND AGENT'S, I~IARMLESS AGAINST ANY LOSS, EXP'EN'SE AND i.IABILITIES ugIICH THEY MAY INCUR ARISING OUT OF OR IN THE EXERCISE OR PERFOI'.NIANCE OF THEIR POWERS AND DUTIES HE.R.EUNDER, INCLUDING THE COSTS AND EXPENSES (INCLUDING ATTORNEYS, FEES) O1~ DEFENDING AGAINST ANY CLAIM OF LIABILITY, .CUT EXCLUDING LIABILITIES DUI:. TO THE DISCLOSURE DISSE.MINATIO`d AGENT'S NEGLIGENCE OR WILLFUL MISCONDUCT. The obligations of the City tinder this Scuion shall survive resignation or removal of the Disclosure Disscn>inat.ion Agent and defeasance, redemption or payinent of the Bonds. (b) The: Disclosure Dissemination Agent may, Frotn 1.1111: to thee, Consult with legal Catlrmsel (V1thC1' in-house: 01' external) of its own choosing in the event of any dim—reement or controversy, or question or doubt as to the construction of any of the provisions hereof or its respective duties hereunder, and the Disclosure Disseiuination Agent shall not bicur any liability and shalt be fully protected in Actin; in good faith upon the advice or sur:h legal counsel, The fees and expenses of such counsel shall be payable by Lite City. ioi The; Disclosure Dissemination Agent shall provide all docurnents, reports, notices, Statements, irlfortlt.ition and other materials provided to the MSRB raider this, Disclosure Agreement in an electronic forruat and accompanied by identifying information as prescribed by the NISRB. SECTION 12. Amendrrieat: Waiver. Notwithstanding any other' provision of' this Disclosure Agreement, the City and the Disclosure Dissemulatann Anent may amend this Disclosure Agreement and any provision of this Disclosure Agivement may be waived, if such amendn2ent or waiver is supported by an opi.nioil of counsel expert in federal wcurj6es laws acceptable to moth the City and the Disclosure Dissemination Agent to the effect that such a netidtnent. or waiver does not materially impair the interests of Holders of the Bonds and would not, in and of itself. cause the undertakings herein to violate the Rule if such anienduletat or waiver had been effective on the date hereof but taking into account any subsequent change in or official interpretation of the Rule; Provided neither the City or the Disclosure Dissemination Agent shall be obligated to agree to any amendineut modifying their respective duties or obligations without their consent thereto. Notwithstanding the preceding paragraph, the Disclosurc Dissemination Agent shall have the might to adopt amendments to this Disclosure Agreement necessary to comply with modifications to and interj)r'etations of the provisions of the Rule as announced by the Securities and Exchange Commission from tinie to tinte by giving not less than 20 clays written notice of the intent to do so together with a copy of the proposed antendwent to the City. No such ainendinent shaff become effective; if the City shall, within 10 clays following the giving of such MIAMI/4245441.3 9 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. notice, send a notice to the Disclosure: Dissemination Agent in writing that it objects t0 stlCh amendment. SECTION 13. Beneficiaries. 17his Disclosure Agreement shall inure solely to the benefit of the City, the Disclosure Dissenlinatioil Agent, the underwriter, and the Holders from lime to time of the Bonds, and shall create no rights in any other person or entily. SECTION 14. t `xovernim-, Law Venue. This Disclosure Agreement shall be governed by the laws of the State of Floridit (other than with respect to conflicts of laws), Venue shall be Miami -Dade County or the Federal Courts for the SOUlhern District of Florida. SECTION 15. Counterparts. This Disclosure: Agreement may be executed in several o counterpails, each ofwbich shall be an original and all of which shall constitute but one and the sanm instrument, The Disclosure Diss;rnination Agent and the City have caused this COntrnlIhIg Disclosure Agreement to be executed, on the date first written above, by their respective officers dulyr authorized,. DIG[TAL ASSURANCE CERTIFICATION, L.L.C., as Disc[osturc Disscmination Agent By: Name: Titic: TIDE CITY Or MIAMI, FLOBJDA, as Ci fy By: Naive: Naga s .„ Title: Finance Director MIAM11,12.1544 t 3 9 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. i7oke, seal a notice to the Disclus-ttr4} Dissemination Agertr in writing Oat it, objects to Stich arner drnent. SECTION 11 Beneficiaries, This Disclosure AgreemenL sliall imine .solely to the be-mfit of the Ciry, the Disclosurc Dissemination Agcilt, the under-wriler, and the Holders from time it) time of the Bonds, mill shall create no rights, in my ether person or entity. SECTION 14. Governiiia Law. Vei'me. This Disclosure Agreement sliall be governed by the laws of the State respect to conflicts of Imms}. Venue OUII be MJ,1tTd-Dade County or the Federal Courts for the Soul-iorn District of Plorida, S.ECTI©N 15. Counterfr�s:cs. 'Mis Disclosiu'e Agreement may he executed in scvetal c Lwritetparts, each cif mil-iicli shall I3e an original and all of wMcii shill constitute but one zind ti% Saar instrument. The- Disclosure DisseminaLion Ageat alld the City have caused this Continuing Disclosure. Agreemeni to bo executc,d. on the elate first, written above, by rbeir respec6.ve officers drily nuffimized. DIGITAL. ASSURANCE CERTIE1CATIGN. U—C., a Disclosure Dissomi-iination Aaont Niimo: Diana O'Brien Title: Vice President THE CYYY OF MIAMI, FLORIDA, its City 3 y: Name: - — Title: Finance. Director PO IAM11424544 I .,1 �t THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. rEX111131T A NAME .AND CUSIP NUMBERS OF RANDS Name of City: Obligated Person(s): Nam of Bond Issue: Date of issualsee: Date of Officiat Statetuent: CUSIP Numbers Tax -Exempt Series 20 1 OA rands: CUSIP Numbcrs Taxable Series 2010B Bands: MIANW424544r_ s1 The City of Miami, Florida Tbc City of MiAmi, Florida Tai;-Lxcmpat Special Obligation Parkic ng Revenue Bonds, Sones 201 OA (Ivlarlins Stadium Project), Taxable Special Ob[igation Parking Revenue Bonds, Series 2009B (Marlins Stadium ProjeCt) and Special Obligation Parkirsg Revenue Bonds, Series 201OC (Marlins Stadium Project) July 2`, 2010 Julv_22, 2010 593372AjN,3 593372ABI 593372AC9 593372AI:5 593372AD7 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. .CXHTBIT B NOTICE TO REPOSITORIES OF FAILURE TO :FILE ANNUAL REPORT Nan -ie of City, The City of Mh nai, Florida Obligated Persun(s); The City of Miami, Florida Name of Bond Issue: T%X-Exempt Special Obligation Parking Revenue Bonds, Series 2009A (I.Mariins Stadium Project), TaaKable Spacial Obligation Parking Revenue Bonds, Series 2009B (Marlins Stadium Project) and Special Obligation Parking RQvenue Bonds, Series 20090 (Marlins Stadium Project) Gate or Issuance: Jca_ ly 2.9, LO10 Date of Official Statement: A lV -22. 2010 NOTICE IS REREBY GIVEN that the City has not provided an Ammal Report witi). respect to [lie above-named Bonds as reLluired by the INSCIL)Sure Agreement, Mated as of 2010, between the City and Digital Assurance Ceilificaation, L.L.C., las }disclosure Dissemination Atoll. The City has notified the Disclosure Dissemination Agent that it anticipates 1 -hal the AmWaYl Report will be filed by Dented: Digital Assurance Certification, L,L,C,, as Disclosure Dissemination Agent, on behalf of the City cc: City Obligated Person r1IAM1/11245441. 31 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. EXMBIT C MATERIAL EVENT NOTICE COVER SHEET This cover sheet Lint] material event notice slzould be sent to Municipal Sectoities Rulemaking Board anti the State l7epository, if applicable, pursuant to 5ectu hies and Exchange Commission Rule 15c2-12(b)(_5_)(i)(C) and (D)• Issuer's and/or Other Obligated Person's Name: Issuer's Six -Digit +CUSIP Number: or Wine -Digit CUSIA Number(s) of the bonds M which this material event notice relates: Nwiiber of pages of attached: Description of Material Event Notice (Chook One): L R-incipaf ,end interest payment delinquencies 2. Non-Payinent related defau€Ls 3, Unscheduled dr tws on debt service reserves reflecting financial dirisculdes 4. Unscheduled draws on credit enliancements reflecting financial difflcuIties 5. Substitution of credit or Iiquidity providers, or their failure to perform fi_ ,adverse tax opinions or events arfeccing the tax-exempt status of the security 7. Modifications to rights of securities holders 9. � Bond calls 9. Dcfcasances I t}, Release, substitution. or szle of property securing repayment of the securities Patuig changes 12. Failure to provide annual financial inrormatiou as required 13. Other material event notice (specify) I hereby represent that I 4m authorized by thE: issuer or its agent to distribute this inforiumion publicly: Signature,- Name: ignaturti; Name: "Title: Employer Digital Assurance Certification, 1.1..C, Address: City, State, Zip Code: _ Voice Telephone Number: MtAMIM245441. 3 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. CERTIFICATE AND ACKNOWLEDGE IMEN T' W CONNECTION W1TII THE ISSUANCE OF AND CONTINIUNG MSCLOSUICE i' UQiJIRED FOR $84,540,000 CITY OF MIAMI, FLOR 13 A TAX -13-)M, SPECIAL OBLIGATION PAMUNG REVENUE BONDS, SBRIE S 2014A (MARLINS STADIUM PROJECT) AND $16,530,000 CITY OF MIAMI, FLORIDA TAXABLE SPECIAL OBLIGATION PARKING REVENUE BONDS, SERIES 20tOB (1VLkUINS STADIUM PROJECT) Ms Certificate and Acknowledgement is made as of Inly 29, 2010, by and on bona f of Stadium Padcffi,g, LLC., a Delaware limited liability company (the "Parking Operator") RECITALS WHEREAS, on April t5, 2009, the City, the Marlins Stadium Operator, LLC (the "°Stadiwn Operntorl, and Miatiii-l) ad a County, a Florida political subdivision (solely for puq)uscs of the County provisions iii Article 1) euterad into the City Parking Agreement (the "City Parking Agreome&') to proviide for the construction, operation, acid use of parkins; facilities (thu "Parking Facilities") to be matte available to users of the Baseball Stadiurn; and WHEREAS, pursuant to its rights tuitler tike City Parking Agreement, dw Stadium Operator on May 7, 2010, entered into an Assignment and Assurliption Ag}reeiaicut witlx the Parking Operator, a copy of whic-li is attached hereto and incorporated hereby as Exhibit A; and WHEREAS, in order to frrttrncc the Par -king Facilities, the City needs to issue its $84,540,000 City of Mianii, Florida. Tax-Excnipt Special Obligation Parking Revenue Bands, Series 2010A (Marliuis Stadium Project) Arid its $16,530,000 City of Miami., Florida Taxable Special Obligation Parking Revenue Bonds, Series 2010B (Marluis Stadium Project) (collectively the "Series 2010 Bonds") and in corincction with the issuance of mid required continuing disclosure for the Series 2010 Bonds, the Parking Operator niay be considered an "Obligated Pelson" under the Applicable Law of Senrtrities and Exchange CorniTli.sslon Rule t502-12, including any amendments thereof ("Rule ISc2w12"); and WHEREAS, the City desires to provide for continuing compliance with. Rule 15c2-12. NOW THEREFORE, the Parking Operator certifies to the City and acknowledges as follows: Secdcm 1. For so long as the Series 2010 Bonds shall remain outstanding, alld the Parking Operator is an "Obligated Person", the Parking Operator shall provide annual financial information to the City on a direly basis by Janizary 1St of each year, Si0i annual 235832 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. fwanch l information shall consist of arrival financial statements of the Parking Operator (which may be Maudited if the Parking Operator does not have available audited fulanciat statements) and shalt include the calculation of Part iug Revenues and Parking Surcharges paid or payable to the City. The-mnu,,d furaricial statements shall be presented in accordance with generally accepted accounting principles in the United Staten Section 2. This requirement for the: Parking Opomtor to provide such annual financial infol-enation shall continue for so long its any of the Series 2010 Bands shall remail otittstaztdui,� and the Parkin Operator is an "Obligated Person" with respect to the Series 2010 Bonds. A'TTBST.- STAR 1 Z-K1N , Ll/t, a Delaw rre iii l' %rel' Company By: `r By; Naar Dcrelcall fcsan Miche Bussiere, ofFi�raucial Officer Title: OenF6 �ounsel, vx. FloriMarlins, LP, zassax ., THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Delaware rl-he Fb-st State PAGE 1 T, JEFFFZY W. 13C7.iLOCK, SECRETARY of S7,ATE C]P fly's NATE Off' DE7A.WAR".s, DO TIEREBY CERTIFY 7WE ATTACRED XS A TRETE AND CORRECT COPY OF TRE CERPIF.ICATE OF FORMT10M OF "STADIUM PAPWIMG°, LLC", F.ZL D IN THIS Ol,FICE ON TIDE SEVENTH DAY OF MAY, A.D. 2010, AT 11:13 O"CLOCK A.M. 4820807 8100 x00475928 You layvotl khan rsertiticata anilflC at corp, dal los goo%stithvez , shW1 joff V W. Bullock, Sccretwy of 5lutr. AUTHENt"TTON. 7979346 DATE: 05-07-10 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Stats of D02awara Searatazy aff State Divialon of Corpoxations Delivered 11:18 AM 05107/2010 n= 11;13 AM 0510712010 SRV 10047` 928 - 48,10907 FILE CERTIFICATE OF FORMATION OF STA-DR3jRARXNajjL The name of ille lirnited liability company is Stsdiwn Larking, LLC, 2. The address of its registered ogee it, the State of Delaware is ala Corporation Trust Center. 1209 Oraltge Street, it, the City of Wiltningtcn, County of New CCastle. The name of its registered agent at that address is The Corporation Tnust Conipa y. Dsted: May 7, 2010 r f I V gyne D. Authwized Person THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. LilYI1.TED LIABYLITY COi' ITA NY AGREE ME' OF STADIUM PARKING, LLC This U nitecl Liability Company Agi-ee.anent (this "A&ejuent") of Stadium Parking, LLC is catered into as of the Ali day of May, 2410 by Maxli>is Stadiitrn Operatoy, L1.C, as sole member (the "Member"). The Member hereby foruas a limited liability company pursuant to and in a=ordance with the Delaware Limited Liability Cornpasiy Act, as amended from time to t'inie (G Del. Code § 14-101, et sed,) (the "!let"j, and agroes as fol lows: 1, NIa.nie, The name of the l'zraritecl liahiiity company fora -led hereby is Stadium. Parking, LLC (the "i�,q a an "). 2. Tye osc. The Company is formed for the purpose vf, aixd the a>ateurc of the business tca be conducted and promoted by the Company is, engaging iia any lawful act or activity for wli icl} 11mited tiahits.ty conipimies may be farmed wider ttie Act (including, without. limitation, undertakbig sucl) functions relating to tli.c development, calliti2ution acid furaneing of a stacliusn as Member may dccin necessary or appropriate), and enraging in any and all activities necessary or incidental to the foregoing. 3. Registered [J!:%ice:.es�jstgre A sent, The add -cess of the registeiecl oilicc of lLc Company in the State of Delaware is clo The Corporation Trust Company, Corporatimi Trust Center, 2209 Onange Streei, Wilauington, Delaware 19801, The name of the Company's registered agent at that address is The Corporation Tru f Company. 4. 1gaL The terns of the Company shall coiltinue until the tla.te the Company is dissolved and ter°miliated in accordance with Section 14, Mexnlier. The name and the ina ling address of the Member rare as follow, Marlins (Stadium Operator, LLC 22.67 Dais Marino Boulevard. Miami, Florida 33056 6. Capital Contributions. The Member has contributed $10.00, ita cash, and no other property, its the Company. 7. Additional t onUil ud-ons. The Member isnot rerlu'ired to make any additional capital contributions to the Campaq, The Member shall have iao ohli&ration to m,,& -e arty CURRENT 135201600 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. contributions or payments with respect, to any riegad ve balance in tha Member's capital. account. f-fowevex, the Member may, at its option, malce additional capital contributions to the Can rpauy. 8. Loans. The Member an'ay, at any time, malce or cause a load to be inade to the Company in any atnoutnt and on such minis as determined by the. Member. 9. Powers. In accordance with Sectio.o 18-402 of the Act, rt anaagetnent of the Company shall. be vested in the Member. The Member shall have the power to do any and all acts necessary, coiveniernt or incidental to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise, possessed by members of a limited liability company under the laws of the State of D(laware. In connection with the foregoinlg, the Membcr is hereby authorized and empowered to act through its Of !curs (as defined in Sec•tioi) 10 below) and employees and other Persons designated by the Member in carrying out ally stud all of its powers and s.it(liaritics wider this Agreement, and to delegate ally and all of the powers and authorities that the Member ptassessus ander this Agreement to ally of its Officers and employees and to any ntl)tr person designated by thy' lbMrnbcr. 10. Officer.g. The '1 ornber may, ,from triage to time as the Membor docins advisable, appoint officers of Clio Company (the "Officers") Ind a9sign bi writi-n.g tltics (including, witliout limitation, President, Vice President, secretary and Treasurer) to any such pc; -son. Unless the Menalbar decides otherwise, if the title is one co urnoatly r1sed for officers of a busiaess corporation formcd under the De aware General Corporation. Uw, the assignment of such title shall coazstitute the dele,�gatioli to sud-t person of the authorities and duties that are normally associated with that of icc, Any deleigaatioupursuant to this Section 10 may be revoked at any time by the Member. &ich of the fallowing individuals are initially appoi ited as the Officers of the Company, to seine in the office(s) set forth opposite their name below until their: resignation orromovaal or until -heir successor is dally appointed: Name tJflices Jc&ey I..oriaa Chalfmun, ChievfE'xceutive Officer Daviel Samson Pre ident, Secretary Michel Bussiere Senior Vice President, Chief Financiaal Officer, Treasurer, AssistantSecretary Claude Deloune Senior Vice President 11. Other IIusiracss. The Member may engage in or possess an interest in other business ventures (unconnected wit11. the Compaatty) ofevery kind and description, indeperidently or with others. The Company shall l not have any rights in or to such independent ven.tuaes or the income or profits therefi•ona by virtue of this AgreemenL 12. Allocation of Profits and Losses. All of the Compaq's profits and losses small be allocated to the Member. 2 CURRENT 135241600 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. 13, Dista-ibutions. Distributions shall be made to the Member at the times and 41 the agaregate amounts determined by the Member, Notwithstanding any provision to the contrary contained in. this Agreement, the Company shall riot lxnako a distribution to tine Member on account: of its interest in the Company if such distribution would violate Section 18-607 of ilze Act or other applicable law, 1.4. Disso titioln. The Coinparay shall dissolve, and its affairs shill be wound up, upon lh� :first to occur o.f'the following; (a) the written consent of the Me -tuber; (b) the retirement, resignation or bankruptcy of the Member (Ir the occurrence of any otlrar event which terminates the continued membership of the Membet in ilia Colnpaay; or (c) the entry of a, dacrcc of,judicial dissolution imder Sectiozx 18-802 of the Act, 15. Fxt td atioln, and Indemnification. Na Winber Or 005Cer shall be liable to tine Company, Or Duly odner person or entity'Whcs has an interest ill the Company, for any loss, darnad or claim incurred by reason of any act or oaission performed or emitted by such MCI-libe'r or Officer in good faith on beiia1f of the Company a td in a manner reasonably believed to be within the -scope of the anrthority connfermd oil such Member or Officer by this Agrceruo.int, except that a Member or Officer shall be lialblo for any such loss, dnlnnago or ci,*l inourred by reason or such Member's or Officer's willfkd misconduct, To the, fullest extent pem-&led by applicable law, a Member or Offi= small bo emit] ed to icndelntnlfioationi froze t%e Comptry fol• any lass, da n jge or claim in-ouired by such Moinnber or Officer by reason of any act or olnnis.sion pe6ormad or on7itted by such Member or OCCoer in good faith on behalf of the Company and in a mianex reasonably believed to be within the scope of the authority conferred oil such Member or officer by this Agreenlem, except that ajo Member or Officer shall be etxtitled to be indemnified in respect of any lnss, dmiage or chilli incurred by si*ln-Member or OflicGr by reasmi of willfil misconduct with respect to SLL011 acts or omissions;tmided, however, that any indeninity Linder this :Section 15 shall be provided out of ,slid to tine extent of Company assets only, and no TNfcntber shall have personal liability on account thcrcof. 16, Assignments. Ile Member may assign in whole or in part its linniied lik:bi ty colliprxtay interest to any transferee. Tf the McMbea- transfers all of the Member's interest in the COMPany pursuant to this Sectioln. 16, alto transferee shall be achril ted to the Company upon its execution of all instrument sigmifying,, its agreement to be bound by the terms and conditions of this Agreeincat. Such admission shall be deamecl effective ii -II prior Io the [ratistca, �tnd, immediately following such admission, the transferor- Member shall corse to be a mcniber of the Company. 27. Admission ofAddilional .Members. One (1) or snore additional mennbers of the Company may 13;. admitted to the CoM.Pan.y with the wrilteu consent of the Member. 18, Ljabilily. f Mombe-rs. No Member shall have alny liabiRy for the obligations or li.ahilities of the Company except to the extent provided io the pct. CURRENT 135201600 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. 19• Cl0 yer n.hIg Lave. This Agreement shall be governed by and construed in accordance with tl)e laves ofthc State of Delaware apl)livable to agreements mad, and to be perfoa nen entirely In Delaware. 20. Aniendrtnents. 'leis Agreement may riot he modified, altered, supple niented or aniended except pursuant to a written agreement executed and delivercd by the Member, 21 • S'eparability of Provisions. Each provision of this Agreoment shali be considered selrarrabh, and if for any reason rely provision or provisions herein are determined to be i avand, trneniforceable or illegal under any existi-ig or future late, such invalidity, unenforceabiliLy or illegalily shall not impair the operation of ur affect those portions of this Agreement which are valid, enfacce-rtble and legal. 22. No Third Pert 13enclieictr les. This Agreement :s solely for the Benefit of tlnc3 pnrt es hereto, and nothing in this Ag •eeriient .0a.[] he deenncd to create any legal, equitable or other third -party beneficiary dght,3 in any person not a. party Lo tlz'ts Agreement except, with respaet to the exculpation and indeim-uncation provisions of Section 15, the Officers. 23, Entire AQ'ecrgcgL ThisAgreement constittttes the entire ab -cement of the Mernber with respect to the Cornpmiy, and supersedes all prior agreenient, arrang-meats and r)nderstalnding:, with respect to the Company. N WTINESS WHMEO , the undersigned, intending to he legally Noraid hereby, has duly executed this Agrecrrlent as of the date and, year first above written. 1v1A1tL1NS STADIU&I OPERAT OP, LLC Name: Jeffrey H. Lona Title: Chairman & Chief Executive Officer GURRCNY U524160v1 SUBSTITUTED Composite Exhibit A City Commission Resolution No. 09-0509, adopted October 27, 2009, and Disclosure Dissemination Agreement, dated as of July 29, 2010 I SUBSTITUTED I Mummm-mom 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 October 22, 2009, in conformity meritwr applicable requirements,; a proper quorum was present fliroughout said me-titingU Me instrument hereinafter mentioned was duly proposed, considered and ad d in, conformity with applicable requiremertis; and all other requirements and eedings incident to the proper adoption of said instrurneritleave been duly fulfill e arried out and otherwise observed; 1 1 ani, duly authorized to execute this Certificate; and 4. The copy of Resolution No. R-09-0509 annexed A RESOLUTION OF THE CITY COMMISSION FLORIDA, WITH ATTACHMENTS, PROVIDI NOT TO EXCEED $120,000,000 IN AGGREG CITY Or MIAMI, FLORIDA SPECIAL OB BONDS, SERIES 2009 (MARLINS STAD PI ONE OR MORE SERIES ON A TAX" AN] FINANCE THE CITY'S PORTION THE PARKING FACILITIES FOR TH, W FLOR STADIUM AND COSTS OF IS NCE ASSO( 2009 BONDS; MAKING CE N FINDINGS DELEGATING TO THE MANAGER T CERTAIN MATTERS DETAILS CONCE BONDS; PROVIDIN R THE FUNDING ALJTI-I(RIZING A GOTIATED SALE OF APPROVING TE RM AND AUTHOR17-11\ DELIVERY OF BOND P'IJRC'f-IASE AGREI 1E OF MIAML SUANCE OF I 1_ 1 CT� 'OR .& d:. RI N .CIP ALIAMOUNT OF [ON PARKING, REVENUE DJECT) TO BE ISSUED IN TAX-EXEMPT BASIS, TO ONSTRUCTION OF THE :)A MARLINS BASEBALL ATED WITI-ITHE SERf'ES kNI) DETERMINATIONS; (E DETERMINATION OF WING THE SERIES 2009 OF A RESERVE FUND; HE SERIES 2009 BONDS; THE EXECUTION AND AENT IN CONNECTION THEREWIT , POINTING A PAYING AGENT AND BOND REGISTRAR; APPROVI IHE FORM AND AUTHORIZING THE EXECUTION AND DELIVE OF A PAYING AGENT AND REGISTRAR AGREEMENT; AP E I I E L 0 - V W F IT OF G U�\ I D SERIES 'PaC AA TP P I R 'G UNCERTIFICATED, BOOK ENTRY ONLY REGISTRATION 01 F SERIES 2009 BONDS WITI-1, TFIE DEPOSITORY TRUST C ANY; APPROVING THE FORM AND AU'I'FIORIZING THE T TRIBUTION' OF A PRELIMINARY OFFICIAL STATEMENT AND AN N rl' CI L S � Tf -FICIAL STATEMENT AND PROVIDING FOR THE SELECTION OF A FINANCIAL PRINTER THEREFOR; COVE'NANTING TO PROVIDE CONTINUING DISCLOSURE, IN CONNECTION WITH THE SERIES 2009 BONDS IN ACCORDANCE wrri-i SECURITIES AND EXCHANGE I SUBSTITUTED I COMMISSION RULE 150-1.2 AND APPROV1NG THE FORM AND AUTHORIZING THE EXECUTION AND DELIVERY OFA CONTINUING DISCLOSURE AGREEMENT WITH RESPECT THERETO;AUTHOISI: ING ALL REQUIRED ACTIONS BY THE CITY MANAGER AMS ALL OTHER CITY OFFICIALS, AND PROV1,DING AN EFFECTIVE DATE. is a true, correct and cornpared copy of 'the original instrument referred to said. r minutes and as finally adopted at said meeting, which is in fullforce and /effexcept f as amended by subsequent resolution and, to the extent required by law� h een duly signed. or approved by the proper officer or officers and is on file and, of r- d DATED this 29th clay of July, 201.0. (SEAL) City Clerk - 235831 2 I SUBSTITUTED I A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF T\W�111 FLORIDA, WITH ATTACHMENT(S), PROVIDING FOR THE ISSUANCE I OT TO EXCEED $120,000,000 IN AGGREGATE PRINCIPAL AMOUNT 0.' TY OF MIAMI, FLORIDA SPECIAL OBLIGATION PARKING REVEN BONDS, SERIES 2009 (MARLINS STADIUM PROJECI.)TCS BE ISSUED IN OR MORE SERIES ON A TAXABLE AND TAX-EXEMPT BASIS, TO FIN. THE CIT)',"S PORTION OF THE CONSTRUCTION OF THE PARKING F ITIS FOR THE NEW FLORIDA MARLINS BASEBALL STADIUM AND OF ISSUANCE ASSOCIATED WITH THE SERIES 2009 BONDS; MAIM ERTAIN FINDINGS AND DETERMINATIONS, DELEGATING TO TER, TY MANAGER THE DETERMINATION OF CERTAIN MATTERS ANDD ILS CONCERNING TFTE SERIES 2009 BONDS; PROVIDING FOR THE F J G OF A RESERVE FUND; AUTHORIZING A NEGOTIATED SALEC FTE SERIES 2009 BONDS; APPROVING THE FORM AND AUTHO NG THE EXECUTION AND DELIVERY OF A BOND PURCHASE 'REEMENT IN CONNECTION I'HEREWITH; APPOINTING A PAYI AGENT AND BOND REGISTRAR; APPROVING THE FORM AND CORING THE EXECUTION AND DELIVERY OF A PAYING A T AND REGISTRAR AGREEMENT, APPROVING UNCERTIFICATE C. ENTRY ONLY REGISTRATION OF SAID SERIES 2009 BONDS THE DEPOSITORY TRUST COMPANY; APPROVING THE FORK AUTHORIZING THE DISTRIBUTION OF A PRELIMINARY OFFICIAL, TEMENT AND AN OFFICIAL STATEMENT AND ,PROVIDING FOR THE ECTIONOF A FINANCIAL PRINTER THEREFOR, COVENANTING TO /IDE CONTINUING DISCLOSURE IN CONNECTION WITH THE SERI, 9 BONDS IN ACCORDANCE WITH SECURITIES AND EXCHANGE CO SSION RULE 150-1.2 AND APPROVING'I'FIE FORM AND AUTHORIZIN HE EXECUTION AND DELIVERY OF A CONTINUING DISCLOSUR CREEIvIIINT WITH RESPECT THERETO; AUTHORIZING ALL REQUIRE CTIONS BY THE CITY MANAGER AND ALL OTHER CITY OFFICI AND PROVIDfNGAN EFFECTIVE EM, SEE 4COME LEGISLATION AS AN ATTACHMENT 09-01150b Complete Legislation.pcif (43 page), D OCTOBER 22, 2009 Page I of 2 R-09-0509 City Had City of Miami 3500 Pan American Drive Miami FL Miami FL 33133 d eifie CrtCopy FileNumber 09-01150b Fitactnieut Ntuil _09-0509 A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF T\W�111 FLORIDA, WITH ATTACHMENT(S), PROVIDING FOR THE ISSUANCE I OT TO EXCEED $120,000,000 IN AGGREGATE PRINCIPAL AMOUNT 0.' TY OF MIAMI, FLORIDA SPECIAL OBLIGATION PARKING REVEN BONDS, SERIES 2009 (MARLINS STADIUM PROJECI.)TCS BE ISSUED IN OR MORE SERIES ON A TAXABLE AND TAX-EXEMPT BASIS, TO FIN. THE CIT)',"S PORTION OF THE CONSTRUCTION OF THE PARKING F ITIS FOR THE NEW FLORIDA MARLINS BASEBALL STADIUM AND OF ISSUANCE ASSOCIATED WITH THE SERIES 2009 BONDS; MAIM ERTAIN FINDINGS AND DETERMINATIONS, DELEGATING TO TER, TY MANAGER THE DETERMINATION OF CERTAIN MATTERS ANDD ILS CONCERNING TFTE SERIES 2009 BONDS; PROVIDING FOR THE F J G OF A RESERVE FUND; AUTHORIZING A NEGOTIATED SALEC FTE SERIES 2009 BONDS; APPROVING THE FORM AND AUTHO NG THE EXECUTION AND DELIVERY OF A BOND PURCHASE 'REEMENT IN CONNECTION I'HEREWITH; APPOINTING A PAYI AGENT AND BOND REGISTRAR; APPROVING THE FORM AND CORING THE EXECUTION AND DELIVERY OF A PAYING A T AND REGISTRAR AGREEMENT, APPROVING UNCERTIFICATE C. ENTRY ONLY REGISTRATION OF SAID SERIES 2009 BONDS THE DEPOSITORY TRUST COMPANY; APPROVING THE FORK AUTHORIZING THE DISTRIBUTION OF A PRELIMINARY OFFICIAL, TEMENT AND AN OFFICIAL STATEMENT AND ,PROVIDING FOR THE ECTIONOF A FINANCIAL PRINTER THEREFOR, COVENANTING TO /IDE CONTINUING DISCLOSURE IN CONNECTION WITH THE SERI, 9 BONDS IN ACCORDANCE WITH SECURITIES AND EXCHANGE CO SSION RULE 150-1.2 AND APPROVING'I'FIE FORM AND AUTHORIZIN HE EXECUTION AND DELIVERY OF A CONTINUING DISCLOSUR CREEIvIIINT WITH RESPECT THERETO; AUTHORIZING ALL REQUIRE CTIONS BY THE CITY MANAGER AND ALL OTHER CITY OFFICI AND PROVIDfNGAN EFFECTIVE EM, SEE 4COME LEGISLATION AS AN ATTACHMENT 09-01150b Complete Legislation.pcif (43 page), D OCTOBER 22, 2009 Page I of 2 R-09-0509 I SUBSTITUTED I File.Number, 09-01150b En actment'Number:: R-09-050 Date: OCTOBER 22. 2009 Mover: COMMISSIONER SARNOFF Seconder. CHAIR SANCHEZ Vote: AYES: 3 - COMMISSIONER(S) GONZALEZ, SARNOFF AND SANCHEZ NOES: 2 - COMMISSIONER(S) REGALADO AND SPENCE-JONES Action: ADOPTED WITH MODIFICATIONS Date. OCTOBER 27, 2009 Action: SIGNED BY THE MAYOR 1, Priscilla A. Thompson, City Clerk of the City of Miami, Florida, and keeper ofr" ecords thereof, do hereby certify that this constitutes a true and correct copy of Resolution No, 509, with attachments, passed by the City Commission on 101,22/2009, �r City Clerk, Deputy Clerk (for P. A. mpson, City Clerk) July 27, 2010 of mianil Page 2 of 2 R-09-0509 I SUBSTITUTED I A RESOLUTION OF THE CITY C01ARMISSION OF TIDE CI -N 0F'-N41AJ�,ff-,' F IDA, WITI-I ATTACIHI\61ENT(S), PROVIDING FOR THE ISSUANCE OFNOT' TCS EXCE -20,000,000 IN AGGRE&A.TE PRINCIPAL AM013INT OF CITY OF :N/IRAMI, A SPECIAL OBLIGA11ON PARIONTC, RFW,,NUTs BONDS, SERIES 20-39 (MARLIMI A.DInT PROJECT) TO BE ISSUED 11IN, ONE OR MORE SERIES ON A TAXABLE AND -EXEMPT BASIS, TO MMANCE TIE CITY'S PORTION CSITHE CONSTRUCTION OF PARKING FACILITIES FOR THE, NEAT FLORIDA MARLINS BASEBALL STADIUM COSTS OF ISSUANCE ASSOCIATED 'WITI-I THE SERIES 2.009 BONDS, MAKIN ERTAIN FENTDINGS AND DETERMINATIONS; DELEGATINGTOTHE CITY MAN 'THE DETERMINATION OF CERTAIN MATTERS AND DET'Aff S CONICKRNTING -RIES 2009 BONDS, PROVIDING FOR TME FUNDING OF A RESERVE, FUND; AUTHO TG A NEGOTIATED SALE OFTFIE, SERIES 2009 BONDS; APPROVWIG THE FORM ATTMORIZING THE EXECUTION AND DELIVERY OF A BOND PURCHASE AG ENT INT CONNECTION THEREWITH, APPouNiTING A PAYI-ING AGENT AND BON ISTRAR; APPROVINGTHE FORM AND AMJORI7ZJN'G "ME, EXECUTION AND LIVERY OF A PAYING AGENT AND REGISMAR AGREEMENT; APPROV"' UNCERTfFICATED, BOOK ENTRY ONLY REGISTRATION OF SAID SERIES BONDS WITI-I TI -IE DEPOSITORY TIZUST COMPANY, APPROVING THE F0 - ND AUTHORIZING THE DISTRIBUTION OF A PRELVAINARY OFFICIAL STA NT AND AN OFFICIAL STATE MEN 717, AND PROVIDING FOR THE, SE ON OF A RINANICIAL PRINTER THEREFOR, COWNANITIEIG TO PROVID NTINUrNTG DISCLOSURE IN CONNECTION, W1711 ME SERIES 2.009 BONDS I CCORDANTCE WITH SECURITIES AND EXCHANGE CMMSSION RULE 15d AND APPROVING TI -M FORM AN'D A`FHORIZING THE EXECUTION AN -D D' :TRY OF A CONTINUING DISCLOSURE AGREEMENT IAM RESPECT THERETO; 'HORIZING ALL REQUIRED ACTIONS ICY ".CHET CITY MANAGER AND ALL OT=HER OFFICIALS; AND PROVIDING AN EFFECTIVE DATE, VIII S, tai. -March 3, 2008, fhe City of I�&amd, Florida (the "City"), Miaxni-Dade County, e "County") and Florida Wrlins, L.R (the "Stadium Operator") executed a Y"r a ac L"� Baseba admm Agreement outlining the tern-ts and coi-Lditions which they would. move �_o .fore to design, develop, constimd and operate a Marlins Baseball Stadiuxn and related p L f , �h a g facilities to be located on the old Orange Bowl Stadiun-L site; FF WHEREAS, on April 15, 2009, the City, the Coo nty'and the Marlins Stadium Operator, LLC entered into the City Parkin g Agreemertt (the "City Parkirtg Agreement") wtd& provides City of Miami Page 1 orf 43 File 1& a9 -01160b (Version 2) Printed On: 013012010 I y of Nna, cit Dly ;iar 3501 an Amierk;an. Drive - vv� Legislation Resolution: R-09-0509 file Ntuber: 09-01150b F -Ind, Actiot? Date: 10122,2009 A RESOLUTION OF THE CITY C01ARMISSION OF TIDE CI -N 0F'-N41AJ�,ff-,' F IDA, WITI-I ATTACIHI\61ENT(S), PROVIDING FOR THE ISSUANCE OFNOT' TCS EXCE -20,000,000 IN AGGRE&A.TE PRINCIPAL AM013INT OF CITY OF :N/IRAMI, A SPECIAL OBLIGA11ON PARIONTC, RFW,,NUTs BONDS, SERIES 20-39 (MARLIMI A.DInT PROJECT) TO BE ISSUED 11IN, ONE OR MORE SERIES ON A TAXABLE AND -EXEMPT BASIS, TO MMANCE TIE CITY'S PORTION CSITHE CONSTRUCTION OF PARKING FACILITIES FOR THE, NEAT FLORIDA MARLINS BASEBALL STADIUM COSTS OF ISSUANCE ASSOCIATED 'WITI-I THE SERIES 2.009 BONDS, MAKIN ERTAIN FENTDINGS AND DETERMINATIONS; DELEGATINGTOTHE CITY MAN 'THE DETERMINATION OF CERTAIN MATTERS AND DET'Aff S CONICKRNTING -RIES 2009 BONDS, PROVIDING FOR TME FUNDING OF A RESERVE, FUND; AUTHO TG A NEGOTIATED SALE OFTFIE, SERIES 2009 BONDS; APPROVWIG THE FORM ATTMORIZING THE EXECUTION AND DELIVERY OF A BOND PURCHASE AG ENT INT CONNECTION THEREWITH, APPouNiTING A PAYI-ING AGENT AND BON ISTRAR; APPROVINGTHE FORM AND AMJORI7ZJN'G "ME, EXECUTION AND LIVERY OF A PAYING AGENT AND REGISMAR AGREEMENT; APPROV"' UNCERTfFICATED, BOOK ENTRY ONLY REGISTRATION OF SAID SERIES BONDS WITI-I TI -IE DEPOSITORY TIZUST COMPANY, APPROVING THE F0 - ND AUTHORIZING THE DISTRIBUTION OF A PRELVAINARY OFFICIAL STA NT AND AN OFFICIAL STATE MEN 717, AND PROVIDING FOR THE, SE ON OF A RINANICIAL PRINTER THEREFOR, COWNANITIEIG TO PROVID NTINUrNTG DISCLOSURE IN CONNECTION, W1711 ME SERIES 2.009 BONDS I CCORDANTCE WITH SECURITIES AND EXCHANGE CMMSSION RULE 15d AND APPROVING TI -M FORM AN'D A`FHORIZING THE EXECUTION AN -D D' :TRY OF A CONTINUING DISCLOSURE AGREEMENT IAM RESPECT THERETO; 'HORIZING ALL REQUIRED ACTIONS ICY ".CHET CITY MANAGER AND ALL OT=HER OFFICIALS; AND PROVIDING AN EFFECTIVE DATE, VIII S, tai. -March 3, 2008, fhe City of I�&amd, Florida (the "City"), Miaxni-Dade County, e "County") and Florida Wrlins, L.R (the "Stadium Operator") executed a Y"r a ac L"� Baseba admm Agreement outlining the tern-ts and coi-Lditions which they would. move �_o .fore to design, develop, constimd and operate a Marlins Baseball Stadiuxn and related p L f , �h a g facilities to be located on the old Orange Bowl Stadiun-L site; FF WHEREAS, on April 15, 2009, the City, the Coo nty'and the Marlins Stadium Operator, LLC entered into the City Parkin g Agreemertt (the "City Parkirtg Agreement") wtd& provides City of Miami Page 1 orf 43 File 1& a9 -01160b (Version 2) Printed On: 013012010 I SUBSTITUTED I a, -o to MT 't' 71-, C0115t=CtiO.-, operation ara -ii use of parking f f - itics t be made available -MazIns '--oaseballStadlu= and othe, users; i W-HEF,E!5, the Ch -v desuixes to provide loo Lfinw-Lcinq,� its po,.Hon, of g„aC ill 1s '}k`.HEREAS, 6-- City d osix--s to zppro),e the aegotlated sale of jF genes 2009 Bonds, to approve the forms of ceftain a -1 n -�vith t'he i gueements in coo, echo iDe, of sruch Series 2009 of' to ae Bonds, to delegate to the City I'Mmia'am the detennination of oe- details ofthp, Series 2009 I n Bonds. and to ajtborize 'die appropfiete officers of the City to actions neoessary and in the best interests of flee City in wiml-lotion witli tine sale, issu - d doliveiy of the Series 2009 Bonds, NOW '11-11-33REORE, BE Yf RE -SOLVED B TE CITY CO'N4TWKqlO'.\-1 OF THE CITY OF MIAMA, FLORIDA: THIS RESOLUTION SECTION 1.01 Authority, Resolution is adopted pursuant to the Constitution of 'o the State of, Florida (the "State); ptax 166, ll arida Statutes as ameiided, Part V11 of Chapter e'�);7 c 159, Florida Statutes, as an -/ten; ;the City Charter of the City of Miand, Florida; and other ectj",ej� applicable provisions of law ectively, the "Act"), DEFINTITIONS SB�rN 2,01 Definitions. In, addition to the words and terms defined in the recitals to tl-ds I�,tion, as used herein, ut-dess the context otherwise requires,. Accomit” means an account created and established under this Resoludon. "Act" shall, have the meanfi-ig ascribedin Article I hereof. "Additional Parit3t Obligatimie mearis additional obligatiorw issued in compliance with the terms and conditions and limitations contained in this Resolution and. wl-dcli (i) shall have a lien on the Pledged Funds equal to that of the Seiles 2009 Bonds and (H) shall be payable from the proceeds of the Pledged Funds on a parity with the Series 2009 Bonds. City of Miarril Page 2 of 43 File ld, 00-01160b (Version 2) Printed On: 813012010 I SUBSTITUTED I "Amortzattion Requirernerts" ineans the nort,"is to be deposilted un "J'he Siun,'King Efffor ynje-lt a4- I jatXjt- o xm Boi v oTtedezip'.loq c i no -1 1 1 Re 4, or before the delivery of-ffie Bonds, knnuA Budget" --means -lie budget or budigets, as ainended and su, rented frTm time to V-j-ne, prepared by the City fir each Fiscal Fear in accoi,daarice with th I'S 0111 the State. !u-inuai Debt Service Requixement" for any Fiscal Year, s ean the respective atootmts vA-dch are needed to provide; (a) for payntent of the Literest on all, Bond en Outstajidin��, which is payable on each Interest Payment. Tate iri such Fiscal Ye �Z� (b) for payment of the principal of all payable upon the matuAty of such Serial Bonds i (c) tlie Amortization. for such Fiscal Year, �onds then Outstanding %vlhich is Fiscal'Year; aaid any, for fhe `Perm Bond,-, of sluch series "Authorized Depository" means any I trust company, national banking association, savings and loan association, savings bank Cher banking association selected by the Ci)7 as a depository, which is authorized unde-r Te law to be D depository of nim-kipal -fimds and whid-i has complied with all applicab ate and federal requirernen-Lg concerring the receipt of City funds, "Bond Amorti7ation t" means the Bond Amortization Account within the Sj,tdciiLgFin.-Ldest,,i'bhsl-iedp at to Section 7.01 of this Resolution, "Bond Cotmsel" Bryant Miller Ciffire RA. "Bond PuuT Agreement" means the Bond Purchase Agreement substantially in the form allached to uolntion as'ExIdbit "A" hereto between the Underwriters and the City with respect to sale of the Series 2009 (Bonds, "Bar,egistrar" means, initially, TD BarLk, National Association and, thereafter, any other ag esignated from time to time by the City, by resolution, to ma�t-Ltain the registration Modica fl -,Le Series 2009 Bonds or to perform other duties -with respect to registering the 11 of tIl tray of -die Series 20Q9 Bonds, 'Bondboldex," "Holder' or "registered owner" means the person in. ),\ffiase name any is registered on the registration books mah'iLained by the Bond Regist,.,ar, "Bonds" means the Series 2009 Bonds and any Additional Paxity Obligations issued hereunder. olty of Miami page 3 of 43 -File Id: 09-011 50b (Varsiort 2) Printod On., 6130=10 I SUBSTITUTED I "Rusileas Dai "neans any day other Iffim (i) a Satarday or Slriday ("a') a CWT 0 idn bank,h- h-Lstihations in +J -Le city ox 6,rties in whiCh tdhe desitplatel 0,4,fice of, 'T"ri-e PaNt-1 -gent is located ane aXdiorized by laiv, or executive order to () auV� dalr 011 W1,dC Federal Reserve i; 11? of Atla-nta or the Nevh, York Stock, Exchw:-ge is closed, or &) a a' -t -,,�7-hdch iffie "c"3 dL 0 T 0 :gent d ;t C d, or Securities Depository is closed. City" meai,-,s ffie City of 'Nelianul, Florida, "City Attorney" means flie C411- Attorney of 'die City or any ngnated Assistant ally e Aftomey. 'City Conin-d.ssion"means the City Conimission orf the ff of Miaini, Florida. "City Manager" rnewis the City Manager of the r az-Ly Assistant City Managei,, or ^'a -er of the other designee of the City Manager. "Clerk" means the City Cleric or any Deputy Clerk offhe City, yC Clerk "Closirqg Date"' means the date of w' 3u zamncd del of the Series 20091 oznds to the Underwriters, being the original purchasers eof� "Code" means the hiternal Reverjiffir—ode of 1986, as amended, "Construction Fund" nie onstruction pond established purswa-It to Section 5,11 of fl -ds Resolution. a�r 'Corivention Devclo� 'it fax " means a portion of the revenues collected aruxually er,t*o' , /D �vclo L (excluding any carryover prior yeax collections) by the County of the levy on t1le exercise ( jui 1 3 withh-t its boundaries the taxable privilege of leasing or letting trwulent rental acconimodations at t e of thTee percent, (3%) of the total consideration ch&Tged therefore as currently autliorize rsuant to Section 212,0305(4)(b), Florida Statutes (net of 'Fax Collector adniinistxative c. for local adiriinistxatian pursuant to Section 212.0305(5)(b)5, Florida to the City Statutes) and ted to the City as provided ha the Interlocal Agreement, jmeans'Warni-Dade County, Florida, Bay °' means the person (otfier than an. Irisurer providing a Credit Facillity. 0 „Credit Facility" nieans a Jetter of credit, a line of credit or•. another creditu, iharwernent IF liquidity facility provided by .a Credit Bank (other than an Irtsuxance Policy issued by art insurer). "Finance Director" means the Finance Director of the City or other designee of the Finance Director, CRY of Miami Page 4 of 43 Re Id: 09-01 10b (Version 2) Printed On' 6/3DI201 0 I SUBSTITUTED I Piscaii Year" means t1he period' coinme on 0&6be- 1 or each vezz and the succeeA ,jiig Septerr. ber 30, or- guCh other cunsecutive 112-1-nonth neziod as ---av 'be a ae fiso. I --eax of p, - -Ler I la s d al y Lie Ci mmux it ti, ::,ei a I Stiy 'Furld" slia:1 meart a f-und created and established'arider tl-ds Resolution, "Goveimneirt Obligations" means: (a) Dir-ect obligations of, or obligations maranteed b e Un) ted States of 'Aunerica; (b) Any bonds or other obligations of an 0' ffs th`L ' Usited States of Aznerim or of any agency, instrumentali.ty or local g u ental. unit Of ally such state (i) which are riot callable prior to maturity or as to T .1 ixrevocable instructions have been given to the trustee of such bonds or other o ations by tl.-Ae obligor to give due notice of redemptiori and to call such bonds redemption on the date or dates specified in such insluuctions, (ii) Ay'l-ticli aaxe °ed as to principal and interest and redernptia.a prep-durn, if any, by a 'fund isting only of casli, or bonds or other obligations of the cliaxacter described in se (a) hereof -Wliich f wmd iiiay be applied only to the payment of aid -it principall id interest and redemption pTen-dumll if any, on sucl-l'i bonds or od-ter obligatior h the matuxity date or dates tl-LeTeof or -the redemption date or dates Spec m the irrevocable insta-ucfions referred to in subclause (i) of this clause (b), propriate, and (iii) as to ivldch the principal of amd a"'se (b,, d 0 at -'c te -1ch a of a s described: date interest an the 'bonds and o tjous of the character desceibed in clause (a) hereof I wl-dd-i have been deposite such fimd, along with any cash on deposit in. s-ach fund are stifficlent to pay pri a]. of and interest and redemption prendum, if arty, oil the, bonds or. other oblig, �s described in 1his clause (b) on the maturity date or dates thereof or on the 1,amption date or dates specified, in the Irrevocable 1-tstructions referred toin subffse (i) of this clause (b), as appropriate; /k7iderices of indebtedness issued by the Federal Home Loan Banks, Federal H ,can Mortgage Corporation (including participation certificates), Federal c Finan or any other agency or instrumentality of the United States of America createy an act of Congxess provided that the obligations of Such agency or 4y n ins entality are unconditionally guaranteed by the United States of .Ai erica or any 0 agency or 1xistnimentality of the United States of America or of any corporation a olly_om, -dted States of America; and olly-owt ied by the Ui (d) Evidences of ownersItip -of proportionate interests in future interest and principal payments on obligations described ffi (a) held by a bank or trust company as custodim-L, "Insurance Policy" mem-is a policy of municipal bond hasurance, far-Lancial guaranty insurarice, or siax&ar credit ent-Lancement provided by an Insurer. City of Miami Page 5 of 45 Fite Id: -09.01 `151)b (Version 2) Printed On; 6/3012,010 I SUBSTITUTED I xcx "r eaiuell . 'M—e ?oUvar1xcucJ Uhv nteeimlie of Vr I�Iax'l.en' of F2.-Ld h-itcrest ori the Senes 200' Bo---Ldz4 whe-n due, "friterest Ac,'(..rant" ineans the )hte-est Accou-rat witihin theme` SinkLnz F11 ",tabli'5heal 17urswu-it to Sec -ion 7.01 of this Resol-:,tion. "'h-iterest Pa -mi Date" means eacli Jartuar) Ist and July .1st, con-unenc ing on j 2020. "Interlocal A-mement" means the Interlocal AgTeemententered between th. an d County dated July 1, 2009 rL,-ard!na the use and dispos-ition of the Cm.nvention /Teloprnent Tax, "Mayor" 33aeans the Mayor of the City or, in his or her absence or 'ffity to perforin, such mernber of the CommIssion as may be appoiinted as acting /Mmayorof "'! 'f "Maximum Arinual Debt Service" imeans, at any time and w" sect to all. of the Series SP 2009 Bonds and any Additional I'arity Obligations, the gr t Aura-raad Debt Sendce 0 Requirement in the then cuxrent or any succeeding Fiscal. Year, 0 "ML B Home Games" shall have the meaning Agreement. "Non -Ad Valorem Revenues" means all other than ad valorem taxation on real or person, payments required herein. A Such term in the C-ity.Parking of the City derived from any so-urce r, which are legal-ly available to make "Official Statement" means that cert fficial Statement with iespect to the issuance of means that ' cert a -ie Series 2009 Bonds, as, such Official �ment shall be approved by the City Martiager in, accordance with the provisions of this lution� d "Parking Reveirues" inea e revenues received by the City from the Stadium Operatorwith. respect to the Px in coxinection with the MLB Home Games pursuant to the City Parking Agreement (excl ag the Parkhao, Surchaxge), 0 ParldrLg Swchff means 80% of the portion w1dch is derivedfrom glee frothP e roject in "a connection with the P" g Revertues of the 15% parking surcharge treat is charged at public paTkir tg facilifie/s-_,Aithe City approved by the elect -orate of the City on November 4, 2003, 'a 'I � q-14 imposed purstum ection 166,271., Florida Statutes arid'pursuant to {ordinance No, 04-00466 1 enactedCo mission on July 22, 2004, "P�FAgent" means, initially, TD Banl<, National Association and, thereafter, any other a S, latch , is axi Authorized Depository, designated by the City by resolution to serve as a I'ay' Agent for the Series 2009 Bonds that shall, have agreed to arrange for the timely pajotroll the principal of, redemption pren-d-am, if any, mid interest on the Series 2009 Bonds of Miami PD 5 of 43 rile ld: 09.011500 (Version 2) Printed 0n; W012010 I SUBSTITUTED I to tlhe 1e�dsfered owners f9le"'eo', f -ani runds :made avadable 'bY th" C11 -l" successors de-:-,J-,Zraated pursuamt to tl-ds Resoluflon. "FaN"hia Agent and Reis -;- A54reetne-nt" �--ieans -ne Pavnoent a., , e tns-'Z ax Z, C Agrep-inent with res-pect to the Series 2009 '-Borids bebikeen the City and, flie ent, or ariv succesqal thereto in it's Capacity as Paying Agent a,nd Borid, ReLis nTar, substan'-` .,7 r1') t1he attached hereto as Exldbit "B," "Permitted, Inn estmerits" ,means &-nd include sucb obligations as be permitted to be le -Cat investmeiits of the City by dhe laws of the State. "Pledged Funds" niewns collectively, the (i) Pledged I -Z evffE (ti) all moryies, including 0 Non -Ad Valorem Revenues deposited into the Funds and AAC,fFits arLd (iii) the earnings on investments in the Funds mid Accounts created. herein plet1to secure the Bonds (ivith the exception of the Rebate Fwid), "Pledged Revenues" nvaiis 'die Converitiorl 1rlpment Tax, the Paxkinc, Revenue�s and the Parking Surcharge, "Prindprd Account" means the Prin-cipailFccount within the Sinking F.-Luid establled pursuant to Section 7:01 offluds Resolution, is 'Treliminaxy Official Statementh the Series 2009 Bonds, to be dated attached hereto as ExIdbit "C". j as the Preliminary Official. Statement relating to date of its distribution, gubstwitially in the for "Project" Memis the co, action of flie parking appurtenarit and ancillary facilities, Including but not limitedail space surface lots mid parkingstructures for no't to exceed. 6,000 p.m -king spaces locatyie site commonly referred to as the Marlins Baseball Stadium. "Rebate Fin -ad" ans the Rebate F-Lu-id'established and pursuant to Section 9M of this Resolution, Resolution. Y1 means the Reserve Fund established ptirsaant to Section 7,01 of, tl-ds •.ve Product" meins bond insurance, a suret): bond or a letter of credit or other used in lieu of or in substitution, in -whole or hi part, for any cash or securities on Lire Resexve Auid, IF "Reserve Product Provider' means wiy provider of a. Res6rve Product des igryated, by the City Manager for deposit in the lZeserve Fund, „reser-ve Requirement" means, with respect to the Series 2009 Bonds, ari amount equal to the lesser of (i) ten 10% percent of the proceeds of the Series 2009 Bonds, (ii) Maxurturn City QN010M] Page 7 of 43 He 1d; 09.01150b (Version 2) PrInted On. 6130/2010 I SUBSTITUTED I Annual Dabt Service 101 the Series 2049 Bonds, o-; (ui) one hund.red t-wenty-jllve (125%) percent Xi t'he average Anneal Debt Servic-- Requirei-nent for tle Series 2039 Bonds. IN'Ifl:l respect to Ad-ditioned :Parity `.Aigations, Reserve Requixement shall be deffi-Led it). a supplernerit ' enol -aii0n, 1--, . "Revenue Fund" means Lie Revervue r-und e,,balbli.�:Iied` pursum-tt to Section U1,15 Resolution. "Securities Depositcry" rnea:ns The Depositcry'lYust Company (a limite rpose tvast coarpany), New York, New York, -anti] any successor Securities Depository s ave become parry ...'a /lim )e' 1 tor.", 'te such pursuant to the applicable provisions of this Resolution and, da ter, "Secukities un De�positorr �r" stiall mean the successor Securities Depository, Any Securit! epository shall be a securities depository that is a. clearing agency wider federal lav op op g and maintaining, _Li _r ivith its participants or otherwise, a book -entry system to recox' tnership of beneficial ok t � fo. . _e -Txl� J1 I , It -e interests in the Bonds, and to effect transfers of Series 2009 Bonds,, ok i1tryfol, "Serial Bonds" means all Bonds other than Term "Series 2009 Bonds" means collectively, the Series Bonds and Series 2009B Bonds, a/A "Seiies 2009A Bonds" means the City of N/11i lorida Tax -Exempt Spechl Obligation Project) �j( Paxking Revenue Bonds, Series 2009A (Maxllris Sta Project) autliorized herein, 0 "Series 2498 Bonds" means the Ci Miami, Ylorida Taxable Special Obligation Paxj<ing Revenae Bonds, Series 2009B (Marli, dium Project) author17,ed herein. m 2 cares a B (ih 1\4( Cit "Sird,ing Fund" mewis the S' Fund established pursttant to Sed on 7,01 of this Resolution. "Term Bonds" meamns B r-whicli Amortization Requirements are establi-4hed onor �o 0 1 In before the date of delivery of t! nds /hi accoArdance with the provisions of this Resolution. Total Debt Serff V , m Requireent" means the aggregate Annual Debt Service " Requiv.einejit for all Fisc ears. "Uridenkrrit ineans, -vdth respect to the Series 2009 Bonds, Menill Lynch Pierce, "rrit Penner & Smith rporated, RBC Capital Markets, Inc., Raymond Jzanes & Associates, Inc., ompany, I -Lc, and Goldman Sachs & Co. Morgan Kee a/-! COM SH N 2,02 Singular/Plural. Words importing sh-tgular number sha,11 include the plural n er in each case amid, vice versa, artd words importing persons shall include firms, :' " a " 9 or 0 n' corpo s or other entities including governments or goveximnental bodies. Words of the nm a e gender shall be deerned and construed to include correlative words of the feminine ,jeutra , I ger eutial genders. 011 e of Waml Page 8 of 913 File ld: 09-01150b (Version 2) Prinled On: 613012010 I SUBSTITUTED I SECTION 3,01 Findings and Determinations. it is hereby ascertaft-ind, de pined and declared d-Lat: A, It is in the best intemsts of the City, its citizens axid taxpaye - issue the Series 1009 Bonds. Z- & The Series 2009 Bonds shall, be payable from the C 'Mexe is expected to be sufficient Pledged. Funds t y the h-tterest and principal on the Series 2009 Bonds as the same becomes due and 1pavai D, 11ie :bled ed Revenues are not now pled geffencumbered in any n-tattcn, BNeit"her the City nor flae SWe of Flor' r any political subdivision thereof or goveimnental authority OT body therein, sha�U /ever req red to levy ad valorem taxes to pay Ad c the Series 2009 Bonds and the Series 2009 Bonds I not constitute a Hen upon any properties P pj�o'_ m4rned by or situated Mtllirt the City, exce provided excep provi ed here,11 with respect to the Pledged here. '311, Funds, in the mai-aier orad to the extent pYoi' herein. F. In accordance wit"SoFn 2-18-3,95(1), Flodda Statutes, as amended, the Commission ul hereby finds, deterin11 declares that a negotiated sale of fhe Series 2009 Bonds is irl, the best interests of tla y due to the complexities of the rnarket and timing Of the end issuance of the Series 2009 B , INSTRUMENT TO CONSTITUTE CONTRACT SIRICTI 01 Contract. 'ha consideration of ffie acceptance of the Series 2009 Bonds authorized e issued. hereunder by flaose who shall hold fl-te same from ti -e to time, tbis uthor' S -7 " ed CT' 4 Resolutio all be deemed to be and shall constitute a contract between the City and the T Bondh rs, The covenants and agreements herein set forth to be perfoxmed by •the City Shall b I I c e e equal, benefit, protection and security of the Bondholders and all Series 2009 Bonds sl e of equal tart and without preference, priority or distftaction over any other thereof, 'ded'he a, a, s x pre, ssl y 'pt as'expressly prmn reir city 01 Miami Page 9 of 43 File IM 0-011 Sob (Version -2) Printed On: 0130/2010 I SUBSTITUTED I AUTHORIZATION,DESCrUPUMN, FORNCANDTERIMS OF SERIES 2009 BONDS SECUON 5,01 Authority for the Issuance of Series 2009 Bcnds� The Iher6by authorizes the issuarice of'- e Series 2009 Bonds in three series wnd pursu,al'lit R hereof, to be knmwn as "City of 1-Waini, Florida Tax -Exempt Special Obhgatio', 'khag 1Revellue Bonds, Series 2009A, (Marlins Stadium Project)" and "City of Miami, Flo' Taxable Special Obligation Parking Re'areime Bonds, Series 2009B (Marlh,-is Stadi -oject) are hereby aufl-Lorized to be issued at one time or as needed in an aggregate princ amountnot to exceed One Flund:red Twenty Milbon Dollars ($120,000,000), for the l'ur`e of, together with. affier available moneys, to pay for the cost of the Project, to fund, a depa, ca the Reserve Fund or pay cost of a Eeseriye Product and to pay the costs of issuance of the es 2009 Bond,-,, SECTION 5,02 Description of Series 2009 Bonds, erica 2009 Bonds shall be' dated ' " 009 Bonds, ' the date of their issuance; sHall bear interest at such rat rates not exceedin- the maximum rate allowed by State law, the actual rate or rates or od of determining :rates shall be as r determined and stated in tl-w Bond Purchase /Agre t; may be -payable at such times as are sI fixed. by the Bond, Purchase Agreement,, ands mature ort such date m sud-L years and a a 'Inent amounts astill be fixed by the Bond Purch Agreen-tent and may be Serial artd/or Term Bonds, Baol'i Series 2009 Bond shall the date on which it is authenticr- which case it shall beat interest fru, to the first Interest Pay-mera:t Dat however, that if at the time of A .. ol bea=r interest from the date t ol- 4 JeaT �est from the interest Payment Date next preceding less authenticated. on an 'Interest Payment Date, in ch Interest Payment Date, ox, -w-dess authcrLticiated prior which case it shaU . bear interest from its date; provided, :ndc'ation interest is in default, such Series 2009 Band shall interest shall have bee i paid. The Series 2009 ds shall be issued as fully registered, book -entry ordy bonds in the 0 Se 'es of 9 e Series /n denomination of $5, each or any integral mcildple thereof through the book -entry only a system, maihnitaine the Securities Depository, which will act as semrities depository for the s furtl_je Boa Series 2009 Bort s further described h -L Section 5.19 hereof, The Series 2009 Bonds may have endorsed the, such legends or text -is inay be necessary or appropriate to conform to any - '.T such I applicable and regdations of imy� governmental authority or any usage or requirement of :Law with ect thereto, arch. of the Series 2009 Bonds s) -tall be -numbered consecutively from I upwatd preceded b letter "R" 1arefixed to the number of the Series 2009 Bonds. The principal of -and Ole Y ,cst on the Series 2009 Bolidsshall be payable in any coin or currency of the United States of M nica which on the respective dates of payment thereof is legal tender for the payment of L,119ctlao public and private debts. TILe principal of and redemption premkwn, if any, on. the Series 2.009 city of Miami Page 10 of 43 File Id: 00 -DI I 60b (Version 2) Printed Om 013012010 I SUBSTITUTED I Bonds shall, be payable upon presentattion. and -surrender at, t1he p,,incipal o ice of En Agent. Interest on t1he Se -ries 2009 Bonds sha-H 1)e paid by cl-Leck or dtait dTal"m Upon the -Pay a111_ Agent Gild :nailed to the registeTed MMe�l's Of ffie Series -',009 Bonds at fl -le aoCTesseg as they appear on the regist-ration books maintained by ffie Bond Registrar at the close of lbusLness on the 15th day (whether or not a. busines.r.; day) of the imonthnex-t piece 'ing the Interest Paymetit Date (the "Recard. Da&'), irrespective of arty txansfer or exclhange of sudh Series 2009Boinds subsequent to such Record Date and prior to such Interest Payment Date, unless the City sh be in default in payinen't of hatere5t due on such haterest Pay-ment Date; provided., however (1) if ov,,ncrsMp of Series 2009 Bonds is maintainedin a book -entry only system by the Se res Depository, such payment may be made by automatic ftrods tranGfOT (Wire) to SUCI-1 hies Depositoi,y or its nominee or (H) if such Series 2009 Bonds are not mah-Ltarted rat a -entry only system by 'die Securities Depository, upon written request of the holder of 1 00,000 or niore in principal amount of Series 2009 Bonds, such payment's may be made b ~e transfer to the bard< and bank account specified in writing by such holder (such bank b a bank, Within the continental United States), if such holder has advanced to the Pay' -gent 'the vamoant necessary to pay the cost of such wire transfer or authorized the Pa Ai gent to deduct the cost of such w1re transfer from the pawnent due sucl-i holden In the - t of any default jit the payment of interest, such defaulted interest shall be payable to ersoxis in whose names such Series 2009 Bonds are Tegistered at the close of business is special record date for the payment of sue ,defaulted. interest as established by notice de ted In the U.S, rad- 1s, post -age prepaid, by the Paying Agent to the registered owners of eries 2009 Bonds not less fl -on fifteen (15) days preceding such special record date. Sucl ce shall be mailed to alae persons An whose rimies the Series 2009 Bonds are registered e close of business on the fifth (5tffi) day (wbether or nota business day) preceding the e of mailing. The registration of ,u -Ly Series 2009 Bond may be transferred upon the re * ation books upon delivery Illereof to the principal office of the Bond. Registrar accompa by a written instaurnent oil, instruinents of transfer in form anid, with guarauqt Of S4 re satisfactory 'to the Bond Registrar, duly executed by the Bondholder or his aftorn -fact or legal zepreserLtafive containing -written instructions as to the details of the tr.°ar of such Series 2009 Bond, along with the social security riurnber or federal employer i ifiCation number of such transferee, In all cases of a transfer of a Series 2009 Band, tl and Registrar shall at the earliest practical time in accordance with ffie terms hereof er flie transfer of ownership in the registration books and shall deliver ire the name of the r transferee or transferees a new fully registered, Series 2009 Bond or Bonds of the sarne aty and in anfhori7ed denon-driation or denorrdnErtions', for the same aggregate prhicipal a nt-and payable from the sane source of funds, nle City and the Bond, RegistraT uiaY chi to B or Ldholder for the registratim L of every trartsf er or exchange of a Series 2009 Bond L Ount sufficient to reimburse them for any tax, fee or any other goven-anental d-,ar quired (other than by the City) to be paid with respect to the registm tion ,of such transfer, mays reqdre that such amount,- be paid before any such new Series 2009 Bond shall be ered., 1'h fere Bond Registrar, and the Paying Agent may treat the registered. owner of 009 nary Ser'009 Bond as the absolute owner of such Series 2009 Bond for the purpose of Page 11 of 43 File Id: 09-01150b (Version 2) Printed On: 513012010 I SUBSTITUTED I receLxrina paxment of the principal -d-Lere-.)f %nd ie interest and redernpldo-n piennium, if -any, thereon. Series 20010 Bonds may be exchanged at the Office, Of `re Bond I-Rec"istraX for a like aggregrate Prhici-pal amortnt of Seriei 2009 Bonds, or offer authorized denominatior-6- 01' the sa-Tne series acrd niati-rlfv, SECUON5,03 Execution of Series 2009 Bonds. The Series 2009 Bonds shall. be executed in the na-,TLe or' the City by the Cit),, Mianager and 4 -he seal of fire City shall b irnpTinted, reproduced or btliog aphed on the Series 2009 Bonds and attestC'd to co-Luitersigned by alae~ Clerl,, In addition, the City Attorney all sign fade Series 2009 s, showit-tor approval of the forin and correctness thereof. Ilie sicrnatures of the. City Maz the Clerk and the City Attorrtey on the Series 2009 Bonds may be by facsimi1c. If any o. J ose si&tiahrre appears on the Series 2009 Bonds ceases to hold office before the deliver -le Series 20N Bonds, his signature shall nevertheless be valid and sufficient for all lynirpos n addition, any Series 2009 Bond may bear the sib -nature of, or array be signed by, such so -ns as at the actual, time of execution of such Series 2009 Bond shAl be the proper office sign such Series 2009 Bond, although at the date of such Series 2009 Bond or the date o 'Very thereof such persons may not have been such officers, Only such of the Series 2009 Bonds as shall have been end d thereon by a ceriffitate of authentication substantially in the form hereinafter set for n. Section 5,10 hereof, duly manuall'y executed. by the Bond Registrax, shall be entitled. xy right or benefit under this Resolution, No Series 2009 Bond shall be valid or oblipat or any purpose ur-dess �md =TLU such. certificate of authentication shall have been duly rn y exectited by the Bond Registrar, wid such certificate of the Bond Registrarapon any s Series 2009 Bond shall. be conclusive evidence that such Series 92009 Bond has been d uthenticated and delivered mider this Resolution, The Bond Registrar's ceitificate of a atication on any Series 2009 Bond shall be deemed to have been duly executed if signed b authorized officer of the Bond Registrar, but it shall not be necessary that the same office the certificate of authentication on all of the Series 2009 Bonds that may be issu ereundeT at any one time. 7 foregon,19 notwithstanding, if, at any time, the ernes as the Bond Registrar 'under dw 'Resolution, any Series 2009 Bonds delivered du such time that the City serves as the Bond. Registrar shall be authenticated by the m signature of the Pinance Director, arid, the registered oAr,rner of any Series 2009 Bon a-uthenticated shall be entitled 'to the benefits of this Resolution, SECTION 5.04 Bo utilated, Destroyed, Stolen or Lost If any Series 2009 Bond is -mutilated, destroyed, s or 'lost, the City or its agent may, fi-t its discretion (i) deliver a duplicate replacente ies 2009 Bond, or (H) pay a Series 2009 Bond that has matured or is about to mature o s been called for redemptiort, A mufflated Series 2009 BorLd, shall be surrendered to aricelled by the Bond Registrar, 'Fl -Le Bondholdej., must furnish the City or its agent pram ownership of any destroyed, stolen or lost Series 2009 Bond; post satisfactory inden.mity; ply with any reasonable conditions the City or its agent may prescribe; and pay the real � expenses of the City, or its agent. Pago 12 of 43 File Idt 09-011$Ob (Version 2) Printed Om 613012010 I SUBSTITUTED I A,ny such di plicate Se -Hes 2009 Bond sOiall consldtmtE -:,m original contrac4caal Obligation on tlae -Pa'n of -the City wiledher or not &Le destrm"eel, s'Olen or lost Series 2009 and be at any thme lou"Ild bi, anyore, -and such d.-c-plIcate Series 20019 Bond s'nat'll be ei-edtled to equal arizlcl wo-pol-tionate beriezHits and. rights as to hen on, and sou:'ce of payineit of and security. for I - - I PFITT-rient Irorn, ti-te �'Vnds pledged to ffie payrnent o! drie Series 2009 Bond so rn, uvdlated, destroved, stolen Or lost, 'A SECTION 5,05 Provisions for Redemption. The. Series 2009 Bon,d ' -na:,,', "',ealde a subject to redemption jor to their maturity at such times and Jili such. manner 111P and Purchase Agreement and approved by the City ],JaxiageT pmsuw-it to ffi orih, described herein. Notice of redeurption shall be given by depositin the US, mails copy of a redemption notice, postage prepaid, at least tl-iirty (30) daysbefore the redern -i date to all 'T such. -e d t e a sse copyT 0 -e Ic ed -el Oaccordancexo the ca ,registered owners of the Series 2009 Bonds or portions of the Series 2009 Ban' be redeemed at their addresses as thay appear on the Tegistration books to be maAntaine Mth ir the provisions hereof, Failure to inail any such notice to -a registered err of a Series 2009 Band, or ari), defect therein, shall not affect the validity of the proce gs for xederriptioi i of no any Series 2009 Bond or portion thereof with respect to whicl-1 no fail- or defect occurred, So long as all Series 2009 Bonds are held tuider a booa��h Y system by the Securities S 'L ,s D xiption only to the � q I Depository, notices of Yede)- shall be sent oi 7 -0 da Z)'v epository or its nominee Selection of book -entry interests in the Series 2009 Bonds ed, and notice of ti-te call to alae Bonds owners of fhose interests called, is the resporisibi-lit 'a -Le Securities Depository (Or any �'ty successor securities depository) pursuant to itsrffles a, rocedures, and of its participants and indirect participants, Any fail -w -e of the Securiti /eposietory((or any successor securities depository) to advfise may participant, or of any the om-Ler of a book -entry ii.-Lterest, of any such validity of any proceedings for the redemp,4 ,ipant or aa -Ly indirect participant to :Liotffy and its content or effect shall, not affect the any Series 2009 Bonds, SLIC11 notice shall set for fixed for xedemptloil, the rate of interest borne by each Series 00 Bond. being retentc e We naI IiA" me and address of the Bond RegistraT and Pa3ing Agent, the redemption price to bf� and, if less than all of the Series 2009 Boa -ids then ern, Outstandin.- shall be called for emption, the distinctive numbers arid letters, iricludh-Lg 'or' p called c d e tea sJ'Jcl d -Yds to be redeemed and, in the case of Series 2009 -1y' of CUSIP numbers, if any, of s -u s 2009 Bonds L Boi Lds to be redeemed in p the portion of the principal amount thereof to beredeemed, y e redeemed Ji any Series 2009 Bondi e redeemed in part only, the notice of rederiaption which relates to Is such Series 2009 Bond also state that on or after the redemption date, upon surrender of s such Series 2009 Bon yew Series 2009 Bond or Series 2009 Bonds in a principal amount eqtial to the w-tredeemedAfftion of socia Series 2009 Bond will be issued. If app e, in the case of optional redemption orily, such notice may be given as a conditional ce of redernption, in whid-L case such notice sliall state the condition and conditional provide if sucli condition is not met on or prior to sud-, redemption date, no sud-i shall 0 redem shall occur, of Miami Page 13 of 43 Re 1d; DD-01i0b (Version 2) Printed Om 613012010 I SUBSTITUTED I Z' n ! Secti Any otice mailled as 1,idted jr, this S - on shaE be concl' tNeiv p7esiuned to have Q 9 'ice, been uly ---i ?on, whethey or not- the owner of suE-, Series 200 Bond, recaives such no-, 7he Bond Re,-Liblzr sria]i not be requdred to transfer or excrian,--e anv Series 2 after the --naflin- or' a notice oil reclemp�don no x during the perind of fifteen (15) t preceding inaffing of a notice of i-edemption, SECTION 5,06 Effect of Notice of Redemption. Notice having been in the ortion's of manner and under the condifions hereinabove prcwided, the Series 2009 Bonds I/ Series 2009 Bonds so called fo.r redemption shall, provided diet all con nR to Such ,tedemption, if any are met, on the xedemption date designated in, such nota ecome arid be due and payable at the redemption. price provided for redemption of such es 2009 Bonds or portions of Series 2009 Bonds on such date. On he date so designated I demptiorL, moneys for payment of the redemption pjµice being held in separate accounts die Payh-.g Agent, an escrow agent or an Authorized Depository -in trust for the register vers of the Series 2009 oist" esolution, interest on the 0� - Bonds or pardons thereof to be redeerned, all, as provided al Series 200 Bonds or portions of Series 2009 Bonds so ca le r redemption shall cease to accrue, such Series 2009 Bonds .arid portions of Series 2009 ds shall cease to be entitled to airy lien, benefit or security under this Resolxation, and s deemed paid hereunder, and the registered of iers of such Series 2-009 Bonds or poytions eries 2009 Bonds shall have no right in respect -thereof except to receive payment of the r ption price thereof and., to the extent provided in Section 5,07 hereof-, to receive Series Bonds for any unredeerned portions of the Series 2009 Bonds, SECTION 5,07 Redemption of por f Registered Bonds, In case part taut not all of aj,i. outstanding fully registered Series 2.0-0 nd shall be selected for redemption, the registered owner thereof shall pivsent and stur r such Serjes 2009 Bond to the designated Paying Agent for payment of the principal nt thereof so called for redemption, and the City shall execute and deliver to or upon th er of sLich registered ow- er, ivithaut charge therefor, for the un -redeemed balance of the idpal amour of the Series 2009 Bonds so surrendered, a Series 2009 Bond, or Series 2QCl nds fully registered as to principalmid. interest. SECTION 5M 9 2009 Bonds Called for it not Deemed 0-atstanding. Series 2009 Bonds or ons of Series 2009 Bonds that have been d-Wy called for redemption under the provision leof, and with respect -towl-tich arnourrts sufficient to pay the principal of, redemption pr , if any,ym-td h-iterest to the date fixed for redemption shall'be delivered to and held u'i rate trust accounts by an escrow agent, any Authorized 'Depository or any Paying .Agee er than the City) in trust for the registered owners thereof, as provided in this Resolution R not be deemed to be outstanding under the provisions of tl-ds Resolution and shall ce be entitled to any lien, benefit or securit, urider this Resolutior� except to receive the p ent of the redemptioi. L price on or after the designated. date of redemption from Ino deposited with or held by the escrow agent, Authorized Depository OT Payh-Lg Agent r than the City), as the case may be, for such redemption of the Series 2009 Bonds and, to City of Miami Page 14 of 4',1 File 1d; 013-01150b (VOTSIon 2) Print On. 5130120`10 I SUBSTITUTED I 'lie ax �tent provided in fne L�'recedjl-g sedion, to 1 ceive Genes 2009 Ekmd.s ary =edeemed pon n SECT,5 ION.09 Date fox Payment of Series 2009 Bonds, if tine .tate 'lox pa i I- mexi J') 0:Y the -hicip , Ili ai C) f, redemption pren-duxn, '11 any, or interesi on the Series 20' Bonds lis not a 11 ?..µ"1 ass Dav, ither the date fox such payment shall be the next succeedirta Bush:iess Day, arld payme of such day shall have the same force amd effect as if made on the rLon-dnal d -ate of payinnt' SECTION 5.1.0 Form of Series 2009 Bonds. 71-te text of t1he Series 2009 Bonds, tl of assigm.-nent for such Series 2009 Bonds and the authentication certificate to be i For S e CdL thereon she=ll. be substantially in flee following form,vylilh such Omissions, a' -w ns and ins variations as -may be necessary or desirable and authorized by tl-ds Resolution may be o utiou approved and made by -the officers of, ffie City executing the s"ime, sucdh cation to be conclusive evidence of such approval, including, Without limitation, such ges as may be required for the issuance of wicerL�flcated p-ubbc obligations: [Rema h-ider of page Irate ffially Left Blwakj Mlanit Page IS of 43 File Id. 09.D1150b (Version 2) Printed On., 613012010 I SUBSTITUTED I il n oofSens '009 Bond] UN-ITFI) STATES OF Al, ERIC A STA'T'E OF FLORIDA COUNTY OFINUAI,,f I-DADE CITY OF MIAA11 SPECIAL oBLiGAnON PARKING RI VENTUE BOND , SERIES 20 (M RUNTS STADID3\1 PROJECT) Interest Rate MatLuity Date Dated DateCUSIP % 2Q/1 REGISTEIrED OWNER: PRINCIPAL AMOUNTT: Ar DOLLARS The City of Miaud, Florida (Iiereb-iaftey ca floe "Cky"), for value received, hereby promises to pay to the Registered Ovmer ideu_ above, eor to registered assigns or legal 0 representatives, to the extent and from the sou aereinafter mentioned, an the Maturity Daie identified above (or earlier as h.ereal fter ed), the Principal Amount ideiitiffied above, upon presentation and surrender lieaeo the designated office of as the Paying Agent fox --the Bonds, or ativ, or Paying Agent appointed by the City pursuant to the Resolution hereinafter referred t ad to pay, to tlte extent and from the sources liereffi, described, interest, on the prfficip a from the date hereof, or frornthe .most recent Interest Payment Date to which, interest een, paid, at the Interest Rate per anrium identified above., until payment of the princip rn, or until provision for the payment thereof has been duly provided for, such intere e in g payable on the first day of —and the first day of of each Year encixig on I Interest will be paid by check or draft: mailed to the registers raer hereof at his address as it appears on the registration books of 6 -Le City maintained as Bond Registrar, at the close of bush -Less on ale fifteenth (15th) day whe (whe whe r not a business day) of the month next preceding the Iriterest Payment Date (the "Ree ate"), irxespective of any transfer or exchange of such Bond Subsequent to , e each Recorr� and prior to such Intexest Payment Date, unless the: City shall be in default- in I e' 'r payll ent o. �,,rest due on such Interest Payment Date, In the event of any such default, such r`1' defaulte terest shall be payable to the person in whose name such Bond is registered, at the close usiness on a special record date for the payment of such defaulted interest as ed by notice by deposit in ffie U.S. malls, postage prepaid, by -the Bond Registrar to the of Miami Page 16 of 43 File ld; 09-01150b (Version 2) Printed On: 6/30/20i0 I SUBSTITUTED I ,registe-ed ov�-ners of Bonds not less than fifteen (15) days pTecediing sucl-i special --record date. Rich nolj�e §Ihall be mailed to the persons in, whose -namesz fae Bonds are Tq-,,stered at the close ol on t1he fifth 15fh) day (NAdieffior or not aBsines Day) precedi-L- the date of 1:nailin1g. i ity designated as A rathorized .4ssue of bonds of the Q J , Bond -15 a part of a dr yr a I fTaxab1e,rI'aY,-Exenvp-',-,J Special Obligation P-,rkir,.g Revenue Bonds, Series 20091A][B] (vI stadnam Project), (frie ��eries 2009 Bonds") in -he aggregate principL-d anioux�t of $ t) C; issued pursuant to the Act (definedbelow),irt order to prnvide funds to pay for fi-ie coil 11L of fl -le Project, to futid a Reserve Furid, and to pay certain costs of issuance. The - es 2009 Bonds yill be issued in, authorized denominations of $5,000 and integral nxultipl $5,000 in excess thereof, e L 'o issuance. p I 'e ral C A y0, �P_ /ot d the � Ls e a es a Or the I "�cn ance Fl e e� 2009 7 a $5 00 n1 8 n the on '0 tj I hmice th 'tu 011 This Bond is issued under the authority of and in full compliaatce e Constitution I - t t 1 11 5 1 c ' ed and me and the Laws of the State, includh-Lg particularly Chapter 166, Florida St s, as a.i.nended and ha t 't an ot , C d Part V11 of Chapter9, Florida Statutes, as amended, the Chart the City and othe h, T C) duly a dopted applicable provisioilb of law (collectively, the "Act!'), Resolution N -09----, duly adopted by the Corriniission of the City on mrn"Resolution"), This Bond is subject to all the tetnis and conditions ff, e Rsolutlion, and capitaiized terms not affierwise defined. herein shall have the s anin-s asciibed' to them in the o Reslution. an� M -us Bond issecured by a lien on and including Noxi -Ad Valorem Revenues depc earning on. investments in the Funds and exception of -die Rebate ftmd) (collectively, sud,i Pledged Funds all in the manner pro pay tl-ds Bond or the interest bereon exc ,ledge e (i Pled ged Reverlues, (h) all in ordes, t 'd 0 t"L - I unds and Accounts, acid (iii) 'ate c is created tuidex 'lie Resolution (-with the Pied ed Funds") andis payable, solely frorn d in alaeResolution, The City is i Lot obligated to provided in the Resolution, andthe fti]l faith and credit of the City are not pledged 'Ie payment of tl-ds Bond and this Bond does not constitute an b-idebtedri.ess, of the within the meaning of any constitutional,, statutory or charter provision or limitation, t is expressly agreed by the Holder of this Bond that, sud-1 Holder shall never have the r' to require or compel the exercise of the ad valorem taxing power of the City, the Stat Korlda or any political subdivision thereof or taxation in Daly form of any real or pees roperty thexeh-i, for the payment of the principal of m -id interest oil this Bond or the makin any othei., payments provided for in a -Le Resolution, If the Pled Revezues on deposit in the Revenue Fund are not sufficient to pay principal and i st and other payments required by the Resolution when due, flne City covenanted greed to the extent pern-dttedby and in accordance wilh applicable law arid C' P If a it e 'e d d ed gree bu/dgetarysses, to pxepaxe,, approve arid appropriate in its Annual Budget for each Fiscal Year, by- idn tent .if necessary, and to deposit, to the credit of the Revenue Furid, Mori -Ad Y It I valore venues of the City lawfully available in an amount whid-1 is equLd to the deficiency of th _uial Debt Service Requiren-Lerit with. respect to all Bonds outstal,'idirig bereui-rder for licable us mi amourft sufficient to satisfy the other payrnent obligations of Discal Y th, able FiscalYear, pl of Miarni Page 17 of 43 File Id: 00-01150b (Version 2) Printed On: W3012010 I SUBSTITUTED I thte citv as -Proviae"" '�-, 7 -he Resolution foi: Pn7phcable, F-s--ai 'Yea -n Suc`- covenan.1 a-ild agreen.-tent o-,-,, tlie -p:-,r'L of the City to btidpt anCi' Zn,,propnate sufficiem anio-w-its of le-affly a 've, wn 3, all cu-nthaue rt such legally vad able Non -Ad ValoTem Rcn7etiues shel be- ciimulat Q s- -11 av-A' Non -Ad V'aloreffi Revenues in amoinYc- suEici�t to =xiake all required paynae7 here'under as and AAhen due, iincludinc� anv delhiotien"t pavinents, shall have been, budg appropaiated and actually paid into ffie appropriate FT mds :uid !,ccomits, herein,-Lder; pro , d, however, that such covenant shall not consla-Late a lien, either legal or equitable, on - f the City's legally avallalble Non -Ad Valorem Reverrues or other revenues,.nor sl -tall it de the City from pledging in the future my of its legaLly avaffiable Non -Ad �7alorern Rev s or other revenues to othe', obligations, nor shall it give the Bondholders a prior cl r e legally avail -able Non -Ad Valorem Revenues. Any1fl-Ling herein to the contra -n.. L standina, all -1 "�'y0 11 �ailable Non -Ad obligations of the City hereunder shall be sectby Ired only the legau I 1 11 Valorem Revenues actually budgeted and appTopria ted and deposit- eposit- t, the Funds and Acc,c),unts created puisuant to the Resolution, as provided for thereinCity may not expend moneys -not appropriated or in excess of ifis current budgeted. rev The obhgation of the City to budget, appropriate and make payments hereunder fftr legally available Non -Ad V&Iorem Revenues is subject to the availability of legally avail Non -Ad Valorem Revenues after satisfying fluidirig requirements for obligations havi i express hen on or pledge of such revenues and after satisfying funding reqidremerits ssential governmental services of the, City. Flowever, the covenant, to budget and appro in its general. annual budget for the purposes and in the mara-ter stated herein, shall 11 the effect of malciiLg available in the in,anner described herein Non -Ad Valorem. Reve IT )d placing an the City a positive duty to budget andappropriate, by amendinent, if ecce amounts sufficient to n'teet its obligations hereander, subject, however, in part, re'spect the -restrictions of Section 166241, Florida t. t, Statutes, which provides, in pa: , -iat governing body of each municipality make appropriations for each Fiscal Year Ivl c any one year, shall, not exceed the aanowit to be received -,Tom taxation or other reven urces; and subject further, to the payment of sendces and programs wl-ddi are for essenti Alc purposes affecting the healfh, welfare and safety of fl -Le inhabitants of the City or wM re legally mandated by applicable law, Notvithstanding the foregoing covenant of the the City does not covenant to maintain any services or programs now provided or r ained by the City which generate Non -Ad Valorem Revenues, '3� Itis further agreeimoretvireen the City and the Holder of this Bond. that this Bond and the obligation evidenced y shall not constitute a lien upon property of or ki the City, but shall constitute a hen onlZthe Pledged Funds, an in the inanner provided in the ResoIntiorL.' M Referen ereby made to the Resolution for 1-1-te provisions, among others, relating to ere"' the term, Rey security of the Series 2009 Bonds, the custody and application of the proceeds 'rI 09 B" of the Seri 09 Bonds, continuing disclosure obligatons of the Cltyflie rights M-Ld remedies older, fl p cions Perri of e B 4 ie extent of and limitations on the Clity's rights, duties and obligations and the older, tl the slo, the p ions perri-atting the issuance of -additional parity indebtedness, to all of which X0 ns the bondholder hereof for himself and his successors in interest assents by pXo' M ajtanc this T30 tance of this Bond. MY of fuml Page 16 of 43 File lds D9 -01150b (Version 2) Printed On: 6=12010 I SUBSTITUTED I Neither vffie me=nhhers ol thev am Person eXef_'Uth41.0- t'�ie g body of tlae Cit Series 2009 Bonds sha,30. be liab]e. personiafly on the Se-"ies 2009 Bondsby -eason of their issuance, FT �Lq iLNSEI�T'FHEFOLLO,lVEt',�,GREDEI\l. 101NPROI, 10NS 01,,,LYl1F BONDS ARE M.k[)E SUB.TECT TO 7REDEEMPTIO-q (a) Optlkonal Redemp,tion of Bon s. The Series 21009Bands- are s -abject to optional redemption ard pay ment at any time, a' the opldwn of U'rie City as a M-Lole or in part at a rwdeinption phce, equal to 1,00% of the principal, amount thereof wit1h accrued interest to t' a �q " -edemptiort date. Tl-,te CH)r may select ainowrits and. maturities or portions of Inatur i it Series 2009 Bonds for optional redemption at the City's sole discretion, except -1-1 y e redemption of Term Bonds %1.11 reduce pro rata arty remainfiag sh)king -fund Te pb on amounts of the Term Bonds mmair.rig outstandffi& (l) Mandatory Sinking Pturd RedempdortThe Series 2009 Bon Baturim, on shall be subject to mandatory sinking .fund redemption by the each ach Judy Is, of City �_ac the years specified below, in the amounts of the AmoTtization Ise q-uirmla forth below at- a redemption price of 100% of the principal amount thereof, Amortization Amoitization Year Requirement Year z Requirement 'Maturity However, the principal arnoin-it of the S 2009 Bonds required to be redeemed on each such sinking fund red emption date shall educed by the principal arrtount of the Series 0' 1 L 'e t ed' 2OD9 Bonds specified by the City, at least 4 s prior to the reden-Lption, date that have been ty either (i) piud-uased by or on be -half o City and delivered to the Bond registrar for e -1 cancellation, or (ii) redeemed other tlu'ough the operation of the provisions of ffds _u y 1118( V ' I paragraph (b), and that have not bee, ,e fously made the basis for a reduction of the principal I e ed on a amount of the Series 2009 Bonds t mdeemn oiiasili-](ixLgfuii.dredemptiondaie. Notice of call for rede an is to be given by mailing a copy of the redemption notice by registered or certified m least tbixty (30) days prior to flie date fixed fox rodamption to the registered owner of Bond to be redeemed at the address shown on the registration books maintained by t and Registrku, or anysuccessor Bond Registrar appointed by the City I Notice d r d w At e eo n f ah d b tol ti 'red I /ed 0 Rc� the r y pursuant to the Res on, Failure to give srid-,notice by mailing to any Bondholder, or any ir defect flaerein, sh t affect the validity of the proceedings for the redemption of Eny Bond or c er portion thereof respect to which no such failure or defect has occurred, M such Bonds for t ID d .1.1� called for xe ution and for the retirement of wl-doh funds are duly provided will cease to I sue edemptiol.1, -e, So long as this Bond is held wider a book -entry system bear intere such redemption date.. City of"[ Page 19 of 43 File 1d; 09.01150b (Vorsion 2) Printed On., 1313012010 I SUBSTITUTED I 1w Deposito-nv, notice o147,1----,de,---,-,,-)-jc,-- chpIl be. sent (Ynly to the Secui?de5 Depositary OT Liz no=mee. Lr the case of opticu-'al reden-rptio--; wdyl, suchno t-ce may be give,.i as a conditional of redezLpdoii as provided, hi 1 -Le Resojuldon, Tl -ds Bond shcffl not be vand or becolne ONjigbato"ry for ally purpose rse or be secui-ity Or 1,)L�efit -under the Resolutiori until the certufficate of Au then.fication e7, shall have been manually signed by the Bond Regis,trar. REFERENCE IS HEREBY MAD R TO TI-I.E.AD DITIONAL PROVISIONS MIS BOND SET FORTH ON 17HE REVERSE SIDEHEREOF, WIUCli ADDITIONAL PR IONSSHALL 'k FOR ALL Mff,"OSES FLALVE THE SAME EFFECT AS,71 FULLY SET PO' "MI S PLACE This and is and has all. the dual ' ffies and hicidents, of M invefflif security -under the Uitifoxiii Commexcial Code-Livestinent SecuTifies I,aw of tl-te State offfrida. IN )NITNTESS WHEREOF, the 0q? of MiamL Florida i F' issued this Bond and has caused. the same to be sigiaed by As City Manager and aftes art countersigned by its My a its I Clerk, either maimally or with fficir facgin-ifle signatures, sseal to be affixed hereto ox a Its faCSbnUe Of it$ seal to be reproduced herco.n, 0 as of the day of / 2009. (SEAL) M ATTESTED AND OF MIAMI, FLORIDA City Manager By: AV APPROVED AS TO FORM �City Clerk ff AND CORRECTNESS M City A tton Ley city Of Mleml Page 20 of 43 File trot 09.01160b (Version 2) Printed On. 613=0`10 SUBSTITUTED I SUBSTITUTED I ADDITIONAL PROVISIONS 7'1 1. T�s Bozd inay be msferred upon the xegLi;trabion *-,)oo.l.,,s of the City de rver\ tlhereof to dhe Principal office, 0-1, tile Bond. Regislaar acco:npaniedby a vmitten h-st-jinent or nts of tm-rifer in _fo_-m and vdih cuaram'v of signature satisfactory -.-c the BY.111 Regis -tray, duly executed by fl -t' Yogistcred mmer of Mi s Bond or by Ids attorney-in-fact or le representative, contahl rl v,-rjtten instructions as tothe details of transfer of this Bond, With the social securitsy rranibex or federal employer Identificedon nuanbeT of suEn tray ee. In a-11 cases of, a transfer of a Series 2009 Bond, Iffie Bond R egistxal: shall at the earliest ctical time in accordance with the provisions of elle Resolution enter the transfer of ovme, in the registration books and shall deliver irt the name of the new transferee or tran,sfere new tally registered Series 2009 Bond or Series 2009 Bonds of the sarne matuAt"y an, autborized denomination or denorninztio.ns, for the same aggregate principal amount an yable ftom the same source of fin-Lds. The City and the Bond Registrarn-tay charge fI e er of auda Series 2009 Bond for the registration of every tiansfer or exchange of a Series 9 Bond. ars amount sufficient toreimburse them for any tax, fee or -my outer govetnrnen' arge required (other than by the City) to be paid ivith respect to the registration of sia" 4er, and may require that sud-, arnaunis be paid before any suchnetv Series 2009 Bond be delivered, If 'ffie date for payrn.ent of the principal of, redempti. ren-tium, if any, or interest on Icl this Bond 18 not a Business Day, then the date for sucl,P ent shall. be the next succeeding force 'Business Day, and patnnent on such day shall have idle e f orce a, nd affect as if made on the norninal date or p a yrnent, 'Me City has established a book -entry which this is One, Except as specifically pm hold flits Bond ore behalf of the beneficial purchase, delivery or transfer, the benefit` to such arrangement, PF of registTation for the series of Bonds of I otherwise in the 11'esolution, an agent will hereof, By acceptance of a confirmation of of tltis'Borid shall be deerned to have aE;reed It is hereby certified zmd -ed that this Bond is authorized by and is suds c 'ed and Ae conformity �Mth the require ren. Constitution and statutes of the State of Florida; that 0 'e m acts, conditions w -td thhags re -d to exist, to happen, wid to be performed precedent to the e I e issuance of tl-ds Bond exist, e happened and, have been performed in -regular and due fora, Bored 1 s happened. and three as required by t I..lvs and Constitution of fie State of Florida applicable hereto; and , � this that 9 -ie issuance of fl nds of this issue does not violate any constitutional or statutory lba'dtation or Movisio, of Miami Page 22 of 43 r-fia Id: 09-01150b (Vorsfon 2) Printed On: 8/50/2010 I SUBSTITUTED I [For,nn OfAbbreviations nor Seiies Z009 Bo-ndis] -file io�ovv-L-ig abbreviatio-rs, when used hi hnscription on the face of the acc w . applicable h all be, const is flaou.O-i 'ffiev were -ritten oLlt in f-Lffl ording L "0 :egg ladtis: TEN COM RS tenants in common UNIF GIFT hUN ACT - Odi --cus,'to i —Cu'�' TEN ENT m as tenants by the pust) (-MinOT 't entiveties JTTFN as joint terim—tts wifliuiiderUnix or.mC-if-tsto-\4h-ior,, rigbt of survivorsIdp Act and not as tenmits in (State) common Additional abbreviaLtons inay also be used though liff j-1je above list, city of Miami Page 23 of 43 File ids 09-01 160b (Version 2) Printed 011*, Wsoj),()10 I SUBSTITUTED I rForm of Series 2009 Bondsj L FOR' VAIIJEREICEB/ThDfl-Le undarsigned 011ie assi,ms and +:ransfeTs u.'rto 0 (the "Tr m-�sferee") PLLASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF TRANSFEREE the within Bond and all rights thereuridex, arid hr,,reby rre-vffy constitutes and appoints altorney to registrar [be transfer of the wiffib-1 Bond on the books registration of -die transfer thereof, with f all, power of subsVitution in t Dated: Sig,naftu,e NOTICE. Signature(s) must be guaranteed by a member firm of ftLe New York Stock Exclvjige or a member firm of any other recognized national, securities exchange or commercial baror a trust cornpa registration zuid Guarzatteed: !'I be registered mid Er 'o t" d rnTeiv B 'id be ssue in the name of 01 ' xan rc tine sle e, unless si,-nat=e(,q) to this assignment correspond(s) with the naine as it appears upon fbe face of the witivi-L Bond in every. paxticulax, without alteration or erdargement or any chwtge whatever and the Social Security or Pederal, Employer Identification Number of the U�ransferee is suo led. I P [End of Form of Series 2009 Bon &] Page 24 of 43 File ld: 09-01150b (Version 2) Printed On: 013D/2010 I SUBSTITUTED I 7.:C1 J..C'. N 5.1.1. A-)plicaion of Series 2009'Sond Proceeds, Theprmeeds recei%,ed -om E-te sa ale of the Serieu, 2009 Bands shall be applied by the City, si-- M�a It rkeou-;1v iAitlh d�-'Uve.n of "die '41-' i Maaaaser delivere,' a,, tie Series 2009 Bon'—,"s as P.rmi6ed hn a Cert cate W "Y L cloSLig, A po-tion, of the proceeds of Ehe Series 2009 Bonds in mi arncrxnt requi-red 4L as f in full, of the cost of hePxoject shall be deposited nito the Construdd-Pared d is hereby created and established. Ylaere shall be established two atbaccoun't w' th e Construction F'und to be known as aae Series 2009A Construction As==uit Pund the s 2009B Construction Account. Proceeds of he Series. 2009' Bonds shaU be deposited flie Series, �o 2009A Constructio-n Account and proceeds of the Series 20091.1 Bonds Shall bed mited into the .Series 2009B Construction Account. Withda-awals from the Const -ruction shall be trade ordy for costs of the Project, including any ed-nounts to be reillibursed,t-0 th The City's share of any liquidated dtmiages or other molff paid by defaulting contractors or their sureties, and all pyoceeds of insurance comp " g for damages to the Project during the period of construction, shall be d eposited h -L '- onstruction F-Luad to assuxe urance camp up ,,/poslteda- in con,tpletion of the Project. 3_1 Wherl the construction of the Project has been corn ed and all construction costs have tr been paid in full, all funds remaining in the Constr Flund shalLl be deposited into the -i Fund shall be closed. . JIL Sinldng Fund hereinafter established, arid, the,Ccaynstx i Fund 1, SECTION5.12 Teuiporaq Bonds, Pj1hg .the preparation of definitive Series 2009 Bonds I ary Series 2009 Bonds, TeinporarySeries 2009 the City may execute and deliver Bonds shall be issuable as registered Se 2009 Bonds without coijpnris, of any ruthorized denoirdnatiort, and subst-au-ttiftIly in th m of the definitive Series 2009 Bonds but with such ornissions, insertions, and variations gay be appropriate for temporary Series 2009 Bonds, all as may be determirted by t1lety CiOTaXy Series 20D9 Bonds m, ay contaln, such reference to t"'ty any provisions oaf this Resoolllul�ils may be appropilate, Every temporary Series 2009 Bond shall be executed and a ether ted upon the same conditions and in substantially the same manner, and with like effec the definitive Series 2009 Bonds. As promptly as practicable -a-Le City shall execute and sl naish def-initive Series 2009 Bonds and hereupon temporary Series 2009 Bonds may be sr clered in exchange for definitive Series 2009 Bonds i4rithoiat charge at the Principal office e Bond Registrar, and the Bond Registrar shall authentle ate and deliver in exdaange, fur h temporary Series 2009 Bonds a like aggregate princip-'a amount of definitive Serie 09 Bonds of authorized denomin-ations, 'Unfil so exchanged, the temporary Series 2009 s shall be entitled to the same benefits m ider tl-ds Resolution as definitive Series 2009 Bon ION 5,13 Delegated ANNrards; Authorization and Approval of Bond Purchase Srubject to full satisfaction of the conditions set forth in this Section, the C-ity of the City hereby authorizes a delegated negotiated sale of the Series 2009 Bonds City of Miami Page 25 of 48 Re Id: 09-01150b (Version 2) Printed ant 613012010 I SUBSTITUTED I to Elle Undem-liters ill accord -ante wifl, --he te-m-nis of e Bo-nd, T'uychase A5z,1-een&.nt -m accordwnce with the pYovL-ims" of this Section "'LlIcluding, wit-ho-o:t- liwdtatim, making the V dette.rnrdrmtCon, concern -n- ffie st-mftt lring and mnketing of ffic Se-ics 2000,Bon.0is -ro obit-ain, a -Le i'lost zavorable ratffiL- and hitt rest Tate on the Series 20010 Bonds)e and the execution ajad del very of the Bond Pizcl-tase Agreement Shall be deemed conclusive evidence of t1he full a-1,4 compl&e satisfact!"on wE ffie conditlons set fortli in 'Inds sedion. Notwithsta-ri'ling the foyegoing piiox to exec ution of the Bond Furc)riase Agriall 0 O� of f1he follov�rirt-0 conditions shall bavebeen. satisfied,, 1, Receipt 'by the City Manager of a Nvriuen offer to puxa-iase the er()9 Bonds by the Underwriters substm-itially in the form of the Bond Furdiase Agree said offer to provide for, aniongD other things; 0 (a) flie issua-vice of not exceeding $120,000,000 aggxegate prirliffcd -,urtount Of Series 2DO9 Bonds; ff (b) a. purchase price of not less than ninety-nine cent (99%) (inclusive Of andere ifters' discouzrt, but not inclusive of original issue disc ; -te original iss-ae discount may be such as isnecessaiy to market and sell the Sexiesrids) of the original principal amount of flee each series.of Series 2009 "bonds; Ir - (c) with respect to the Series 2009A a true interest cost of. not more than " "0' 6,50% per aiumn, and, (ii) the fhaal matmity of t/bees '2 09A Bonds being no later than July 1, 2040; and (d) W4I th respect to the Series 8.50% per annum and (h) the final matuT, 2040 'A I Bonds (1) a true interest cost of not more ffian the Series 200913Bandsbeizg no later fl. -Lan July, 1, 2, The Series 2 s shall be subject to such optional and, redemption provisions as I d, in in the Bond. w,, Pchase Agreement;. provided that die option6l Teden-tp-lion premia. all t exceed 102%, Ilie City Mana consultation, with the Finance Director, Bond Comsel and the financial advisor, is orized to determine such reden-.iption provisions as are most advantageous to it le of the Series 2009 Bonds, all as provided in the Bond Purchase Agreem-ent, I ceipt, by -the 013t Manager from the Underwriters of a disclosure statement and truth ondnig hiformation complyh-tg with Section 21.8.385, Florida Statutes and I substan infl-te form attached to the Bond Purchase Agreement. of Nam! Page 24 of 43 File Id: 0-5-011 IM (Vorslon 2) Printed On! 613012010 I SUBSTITUTED I III :MS C" Cossion herel-v po-n satisfaction 0-7, '011 -, Conditions Set ` "n ::)eC1L1O1'L, LILe 1Z1' a-afliorizes au-LC14 diree,.s ti -Le Ci,); iNknager to deter"." the final provisionts of' tlieBond P-archase wifl-dn the parameters for the Seriess 2009 Bonds set ford -t above in lk-,-ds Sedon5,1 -pne execution sand deliveTy of the Bond, P-Lirdiase Aoreement is hereb-Y authod�zed' app -fol' `d r-znd the City 'Aana-er is hereby audhorized to execute and ffie Cler"I'l-, is ,V to at—Lest to, sea! and deliver the Bond Ylurchase. Aosreennen� -III substailtially 1'0 i In approved. at this meeting wnd atta-died, hereto as Ddhibit "A", sul.ject to such chalice ertior's e 'e 'u Cl' !I'- ta Se r" c eD sL s On L such chances p �v arid omissions and s-acli, ffflina iya of blanks therem as heTeMer n-tay be approved made bv In b tt A ' and.. Bond the City h1ana-ex upon the advice of the City's firiancial advdsor, the City Att y and. Bond Counsel. The execution, attestation and delivery of the. Bond Purchase Agree as described L b c herein, shall be condusive evidence of the City's approval Of R31)7 such dote' ations, changes, b.isertlanq, omissions or fillino in of blan�ks. SECTIO�� 5.' 4 Authoriyaffon an d Approval of Negotiated of Series 2009 Bonds, Based on the findings set, forth in Article Ll hereof and satisfactcar pllaxih e with Section 5,13 ti ate d. the City Commissionhereby appr0 ves thenego at d. ij ,,, 'hie Series 2009 Bonds to he U.ndenvx1ters, and the Series 2009 Bonds shall be sold and a ed to the Underwriters, upon I the terms and conditions set forth herein and as set forthin send. Purd-i-ase Agreement, SECTION5.15 AppFoval of For of a') Amiit and Registrar Agreement; *P' Iff �� F 6, -ie Payh-ig . e� Appointment of Paying Agent and Bond Registra'. execution and. delivery of tl Agent mid Registrar Agreement is liereby authnrlz d approved� The City Commisslui-iliereby authorizes Eaid directs the City'Mmiager to deter final provisions of the Paying Agent mid Registrar Agreement. Tlie CityMartager is h y aulliolized to execute and the cld-'rk is hereby authorized to attest to, seal mad deliver the I ng Agentand Registrar Agreement ft L substantially the form approved at this meethig and ched hereto as EA—libit "B", subject to sud-i changes, insertions and omissions and such hJJ' in of blaliks dherehi as hereafter may be approved and �ee "d In c 01-1 P e of L of - b�anj�s. t1a ie /hhudtiaJ Bond Registrar for the Series 2009,Bonds, niade by the City Manager upon advice of the City Attorney wid Bond Counsel, n -ie tg exectitiort, attestation and delive the Pay1rig Agent and Registrar Atgreement, as described horeiri, shall be conclusive evi e of,the City's approval of any such dete-nnimLlioxw, d-langes, imertioits, omissions or of blanks. I'D Bank, National Association is hereby appointed as the initial Paying Agent, 0 SECTION 5,11- eliminary Official Statement,,- Official Statement, The use of a Prelilninary Offici �Fat:ment in, connection with the mai1eting of the Series 2009 Bonds is thereby authoriz lie Prelinunary Official Statement in, substantially the forrn attached hereto as Exxhilbit ereby approved with such changes, insertions and omissiorn'md such"fiffung in, of bl,, rein as may be approved by the City Manager, 11-te City Manager is hereby 0 f b x'u' a u t n al m '01n or� C C" he' e "I al ereir approve authoriz approve and execute, an behalf, of the City, art Official Staternent relating to the B d Series Bonds with such cl'Langes fro -aa the PyehIruxiaTy Official Statement, within the tj ti _lc ti� I au ations and, 1-rutations contained hexehi, as the City Managerlri consultation vAththe M C' ttorney, Bond Counsel and the -Ci'Vs disclosure counsel in his sole discretion, may tj rove, such execution to be conclusive evidence of such approval, `11 -ie City Manager is e e e 1, Juth riz d r -torized to deem the Prelinvinaxy Official Statement fmal for the purposes of Rule reby autl 0 e City of 1012ml Page 27 of 43 File Ict: 09-01150b (Version 2) Printed On; 613D/2010 I SUBSTITUTED I 15"-2-12 of t -he ieci-41ies :und Excl-iFakic-e Cou-anissiolt 'the "T�-ne"), :.`.Mad. 'M ?,'eC-Ute su ,docuin-ents as -rnav be nec-essan, ffiere'o,-,e, I'Tie Cit�, !Nlana,ze-; or 11-1i,; des-ign&� is her a'-,10-lorized to Provide IF()], the 0-' Ole TInh=inary Offiakfl S-aternerA a7nd il-lle 0 'r - I — A 6 L Statemena by. the lowest and mos,L responshre bidder there -for and -the payment of th- t of such lar]ITHIng is hereby xitho.lized to be paid hxom data proceeds of the Series 2009 Bo SECTION 5.17 Condimin- Disclosure, For f1he banefit Of the 11olders beneficial owners fToin time to iL-ne of the Series 2009 -Bondsz, the Cit�agrees in acco, hlit,2 the Rule, atid as ffie o1-jY obligated per.qon with respect to alae Series 2009 Bonds er fine Rule, to provide or cause to be prmided such finajacial information orad ope g data, financial statements mid notices, in such ma Tier, as inlay be required for purpm paragraph cb)(5) of the Rule. In order to describe and, spcTify certain terms of the C' continuing disclosure agreement, includh-tg provisions for enforcenient, amendmenit a rmination, the Finance Director is hereby authorized at -td directed to sign and deliver, name and on behalf of the City, a Disclosure Dissemination Ageri:L Agreement (the "C uirrg Disclosure Agreement") 'I he form attached hereto as Digital. Assurance Certification UC ("DAC"), in swbs ally t Exhibit "D", with, such Qhangges, h-isertions and on-lissions such filling-in of blea*s therein, as inay be approved by the Finance Director and in co tation vd-th the City, Attorney, Bond Counsel and the City's disclosure cuunsel, tl-ie final of `Vhich is to be approved by the City Attorney. The execution and delivery e of the C irig Disclosur Agreement, for arid on belaalf of the City by the Finance Director, sh e deemed conclusive evidence of the City's approval of the Continuing Disclosure Agr -nt. Notwith,9tanding any other provisions of this Resolution, any failure by the City, comply with any provisions of tJ-Le Continuing Disclosure Agreement or this Section hall not constitute a default under the Resolution and. the -remedies therefor shall be so as proNdded in the Continuing Disclosure Agrearrien't, DAC is hereby appointed dissemin a agent "reader the Continuing Disclosure Agreem.ertt. 'Me Finance Director ether auffiorized and dixected to establish, or cause to be established, procedures in , err to ensure complianco by the City with the Continuing Disclosure Agreement, i ing the timely provision of information and notice,-,. Prior to making any filing in `ac ance with such agreement, the Finance Director shall consult with, as appropriate, the Attorney, Bond Counsel or the Citys disclosure counsel. 'Me Finance Director, acting ffi name and on behalf of the City, shall be entitled to rely upon any legal advice proxdde the City Attorney, Bond Counsel or the City disclosuxe counsel in determining N aer a filixq should be -made, S 5.18 Qualification for the 13ecurities Depository, Notwithstandhig any other prwisi eroof, the City, the Bond Registrar and the Payirig Agent are hereby authorized to take i actions as may be necessary to palify the Series 2009 Bonds for deposit with the Se des Depository in accordance with the Wanket Issuer Letter of Representations dated ,Ober 4, 1995 from the City to Securities Depository (tlie "Securities Depository Agreement") d the -taping 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 elecb.ionio book -entry data received from the Secarities Depository in place Of actual delivery of Series City Df Miami Page 28 of 43 rile ldD9-01*150b (Version 2) Printed On: 613012010 I SUBSTITUTED I t to Ser es 2009 Bon 15 regii-stered bN, Sec -0109 Bonds ana provisi.-Dns of notice Deposit -on S'or can of it -r designees identified to Che City, E - ie Bond Re'c'stvar or the Paying D Agent) 1iy oNernigjht. dehNery-, cotuier service, telegann, telecopy or other s"milar mea�ns o' comanunication, S'--EC'1M,N 5.19 Insurance Policy, Reserve Pnoduct and Credit Facill, ". L i o. to p,rod-race the lowest --ue interiffie est cost possible for Series 2009 Bonds or a --,,y portio Fle 01/ the City Mianager is hereby authorized to negotiate wi 11-isurwrice Policy, a Re.w.rve act and a Credit Facility ivith respect to any or Ea of the Series 2009 Bands, if, after consul n N'Mll the Finance Director and the Financial AdvisoT, the City determines th taining su cli an Insurance Policy, a Reserve Product, or a Credit Facility is in the best irruter- o the City, The Oty is hereby autl-Lorized to provide for f(ie payment Of the premd'uni of urance Policy, e proceeds of the any costs of the Reserve Prodiict and any costs of a Credit Facility fr B d" det P" 's It 7 after Ines in n th e Faci` if, e be I L ra a! f ns the PrOcL issuance of fl-te Series 2009 Bonds and to enter into sud-t a-recinen irwiy be necessary to secure such Insurance.Policy, a Reserve Product or Credit Fad 7ith the City 'Manager's 1� pr execution of i -my such agreernerit(s) to be concl-ash,e evidence le City's ap �Oj I proval thereof; e provided, ho)�,ever, that fl-te City Manager may comsult wi e Finance Director, the City Attorney and'Bond Counselin connection witli any stich ag rit(s), e I SOURCE OF 1'A"4ENAF SERIES 2OD9 BONDS; SPECIAL OBLK,WONS OF THE CITY SECTION 6.01 Series 2009 Bon ot to Lie General Obligation or Indebtedness of the City. The'Series 2009 Bonds shall no deemed to constitute general. obligations or a pledge of the falffi and credit of flie City, the e or any political subdivision t1i.ereof withir-L the rneai-iing of any constitutional, legislativ charter provision or limitation, but shall be payable solely from and secured by a hen 11 and a pledge of the Fledged Funds, in the inanner and to the extent herein provided, ondholder shall ever have the right, directly or indirectly, to require or compel the ex e of the ad valorem taxing power of -the City, the State or any other political s'dbdivision 0State or taxation it aiiy form on any real or personal property to pay the Series 2009 Bon rr the interest thereon, nor shall any Bondholder be entitled to payment of such Principal edemption premiiun,, if any and interm est froany other fmads of the City other tlran ti -le, ged Tkinds, all in ffie mava-ier acid to the extent hexeh-i provided. The Ser.ies 2009 Bonds e iridebtedness evidenced thereby shall not constitute alien upon, any real or personal P erty of the City, or any part thereof, Or any other tangible personal property of or in the C' in shall, constitute a lien ordy on the Pledged Fbi-ids, all in the xi mu-ier and to the exten. , vided herein, 0 FSEMION 6,02 Pledge, The payment of the principal of and interest on the Series 2009 ids shall be secured forthwifl-L equally and ratably by aa irrevocable lien on the Pledged City of Miami Page 29 of 43 Re Id: 00.01150b (Version 2) Printed On. 813012010 I SUBSTITUTED I I - 'L Ruid,5, '11he City does herr bl'irrevocably pledges �Padi Pledo-ed Rands to 1-te pa-,Tmen� oi the -rincip al oi, -reci ernp-.10-n premdum, if zc,RN,, and jnt-t-:rCk on ie Series 2009 Bond.5 all'd for all. otllfteT 11 'ded n t1he ordeT of ­iorities set forth hei-ein, pazv; eni-S as p-lovi tereh-t, h I - r � SEC-flON 6M Covenant to Budget and Appropriate. 11 'Llhe Pledged, %vez',,5ues: ,posit in the Revenue Fmid axe riot sufficient to pay principal and interest oil flu .I I( ay de d e 5 es 'y _11 A prior to the due date of such payinents aaad ofl-icrpayments required by tids Resoluti el, J due, d-te City hereby covenants and agrees to flie extent permitted by and in accor e whil applicable lain, and budgetary processes, to prepare, approve and appropriate A_iu Lual L 0 ot ffie Budget for each Fiscal Year, by wnendmaent if necessary, and to deposit to ti edit of the oul, is ount whJ s Revenue Fund, Non -Ad Valorem Revenues of the City lawfully available il-11 /� outstanding hereunder for the applicable Fiscal Year, plus aii animmit s cieritto satisfy the other payment obligations of the City hereunder for the applicable F' /ear, Sudi coveriant and agreement ort the paTt of the City to budget mid appropriate s erLt amounts of legally available Non -Ad Valorem Revenues shall be cumulative, and sh ontinueuntil such legally available Non -Ad Valorem, Revenues in amounts suffi'ment al,,c all required payments laereurider as and �Nyhen due, including any delinquent pal ts, sliall, have been budgeted, appropriated and actually paid into tfie appropriate Funds; Accounts, hereunder; provided, however, that such covenant shall not constitute a Bear, er legal or equitable, ort -my of the City's legally available Non -Ad Valorem Reveinie5 or er revenues, 110T shall it preclude the City from pledging in the future any of its legally a le Non -Ad Valorem Revenues or other revenues to other obligations, nor shall it give orLdholders a prior claim on the legLdly available Non -Ad Valorem Revenues, Anyt herein to the con-traxy notiVithstanding, all obligations of the City hereunder shall b cured only by fhe legally available Nan -Ad Valorem Revenues actually budgeted ppropriated and deposited into the Funds arid Accounts created he.TeLuider, asPro-17i ovi for herein. 'Ibe City may not expend moneys not appropriated or in c._".. excess of its budgeted reveiraes, The obligation of the City to budget, appropriate and make pa is hereunder from its legally available Non -Ad. Valorem Revenues is subject to the ava* lty of legally available Non -Ad Valorem Fevmues after satisfyhig fin-iding requirem or obligations having an express lien on or pledge of such revenues and after satisf I ding requirements for essential goverraneiital services of alae Cit D y. B' wever, the cov t to budget and appropriate in its generDl annual budget for the purposes and in the :ier'stated herefi-i shall I -Lave the effect of making available h -,L the manner described h Toru Ad Valorem Revenues and placing on the City a positive duty to budget arLd appro. e, by amendment, if necessary, an'tow,"uts sufficient to meet its obligations hereurider, s however, hi all respects to the restrictions of Section 166,241" Florida Statutes, wh' -provides,, in part, that the governirig body of each mundcipality make. appropria for each. Fiscal Year which, in any one year, shall not exceed ffie amount to be received taxation or other revenue sources, and -subject harther, to fl -Le payment of services and p inns whicli are for essential public purposes affecting the health, welfare and safety of the ' bitants of the City or which are legally mandated, by applicable.law, Nobvitlistanding of Miami Page 30 of 43 File ld; 09-U1150b (Version 2) Printed On; 613012UIO I SUBSTITUTED I the lore-oint, (nvenaD.t 0i tile QlAll he C""131* Goes not covenant to anaft-ltafi-1 ain- se-rviccs or prolo,rann-z now L�rovided or maintained by the CiLy i4rhich generate Noon- A�d Vp-lorem Revenue-sA _ARTICLE- VT1 CREAVI 0 -N AIT USE OF MUN0S AND ACCOUNTS; DISPOSMION OF REVENUES 'ou, SECTION 7,01 Creation of Revenue Fuiid, Sinldng Fruid and ounts and the Im Resenye Fund. There,"S hereby established the "Revenue Fund", the "Si ig Fund" and the "Reserve Amd," There are eszlab,'Ushed witimii the Sird<ing Fund tl-�ree s- te Account�, tberein iond kJJ'Jc "Borid Atnortization designated as the "Intesest Account," the "Principal Account' an Account", U-te Revenue Fund, the Sinking Fund and the Reserved established hereunder id , case r,e all Accounts therain shall constitiate trust funds forse the mprovided, sl ball, be delivered to and held by theFfinance Director (or an Au I ed Depwrftmy desigriatedby ffie Finance Director), in each case who shall act as truste sud-i funds for the purposes hereof, and shall atilt times be kept separate and distinct all other ftmds of the City and used only ashereft-i provided, The designation and esti ent of the various r-La-Lds and Accounts t act distinct i" Or a t A rec Id s Ic all I d L d _ut of u e 0 an e8t, r mi s -eq _e the -f in and by flAs Resolution shall not be construe -equire the estabRs'hment of any completely .u'JJ independent, self -balancing funds as such. to commonly defined and used in governmental e, , e te in armaT St I 0 ` accomiting, but rather is intended solely t stitute an earmarIcing of certain revenues of ffie City for certain purpose s and to establifs], -tai a priorities for application of riuffi revenues and assets, as herein provided, Moneys, held in the Fund Accounts (except the Rebate Fund), are Pledged Funds and sliall be, subject to a liens arge in favor of the holders and registered owneis of the Series 2009 Bonds and aia' e 't tc' ae e Fund i d Parity Obligations as hexein provided, a� a iy A oiial q SECTION 70�29 D' sition of Revenues, The City covenants and agrees that it will pay or cause to be paid int e Revenue..Fund, as promptly as practicable after receipt t1ioreof, all of, the Pledged Severn 1d d the Non -Ad Valorem Revenues as required by Section 6,03 hereof, M6rdes in the Re e Funun d shall be transferred and applied as follows< To d-te full extent necessary, for deposit into the hiterest Account in the 0 Sh Tu id, on the fifth (5ffi) day preceding each Interest Payment Date, such sums as - 4 be sufficient to pay the interest becoming due an the Bonds on eacl.-I such Eateresi- a .Lel'It yment Date; provided, however, that such deposits for interest shall not be required to be made pito the Tnterest Account to the extent that money on deposit therein is sufficient for such purpose, City of Miami Page 31 of 43 File ld: DO.01150b (Version 2) Printed Ow 61'30/2010 I SUBSTITUTED I Tire City shall, on or befoxe eaCh hateres+ P;nxent Date, t------nsfer to t"'�-' 4!'-l'eea Ppay , get -nimoneiii n a,,n amount equl. aLe Lo -Ae Mtelrest due on sucl-L In"rest Paynnerit D or Xp4 shall; pr or 1, LO such IMerest Pay -Hent Date, adv se tl-ie Pa` in -A ge--nt of the aomo any I -D dehoency in the warn, ount, so to be transfened. Y ount in the (2) (a) To the fro, extent rieccessa-n , for: deposit in ,he Prhad-11"pal ing pard, on the fiftffi �15th) day preceding each p.incipal matur',!V the pyinci-pal, aniow.-it of Ser-LalBonds which will mature and become due, on zriaturity d,ates'; "i, La P 0 L c 'P a, tL provided, however, that such deposits for priuncipalshall not be re, ed tobe niade into o 1) e e '' 1) the PrincipaJ Accow-it to the extent tliat money on deposit ther s sufficient -for such to ch principal pay me purpose. -ray-or . _nt date. The CiLy shall, on or before each principal paym. , date, transfer to ffie Paying Agent inoneys in an =,oizit equal to the principal due cil prinapal p (b) To the full. extent necessary, for Account in the Siffldn- Fimd, on the Iffth (5- rnatu-ri,t F date, the Ainotiization Requiremen- the Term Bonds payable from the Bond A tai rnaturit�r dates, The moneys in the Bond Fbsii tato the Bond Amortization Zaalrly preceding each redempLion, or may be necessary for die payment of itiol'i Account on sucli redenaption or Account shall be used solely for the purd-Lase or redemption of the TjrBonds payable therefrom. 11e City n -Lay at any time purchase an'ny of said Ter js at prices not greater than the principal amount thereof and credit the princi mortrit purchased against the Amortization Installment due. 11 -Le City shall AniortizatJon, Account Inaturity of such Te ' n 'e to mandatory red. Account, iffie. City, 11 of the Amor J0,1111 purchased Pffiance Dj be idatorily obligated to use any moneys in the Bond pplied to pruxdiase Term Bonds for the redemption prior to rids iri such manner and at such thnes as ffie same are subject -011. If, by the application of moneys in the Bond Amortization vu chase or call for redemption in any year, Term Bonds in excess ieqtdrernent9 for such year, suds excess of Term Bonds so !d shall be credited in such mar aier and at such thnes as the shall detemdne over the rem airihag payn-tent dates, ire City shad, on each redemption or maturity date, transfer to the, Pay` ag Agent in an amount equal, to the payments due on ffie Term Bonds on such on or maturity date. (3) To the full extent necessary, for deposit in the Resen'e Fuad on or before the next succeeding Interest Payinent Date following, a draw on the Reserve Fimd, an I Milount which, toge�ier with funds on deposit therein, 1011 be sufficient to make the funds on deposit therein, except as otherwise hereinafter provided, equal to the Reserve Requirement for the Bonds, City of Nam I Page 32 of 43 Fflo Id: 09-041M (Version 2) Printed On: 613012010 SUBSTITUTED Monevs in the Reserve lj-,md shall be este d on1hy for the yxpose of payments Alnottftation. in'stallmems, P-ind-pal o, , m interest on he Bonds i'viien other n1o, a:docated to the Sinkinc�0 Fund are insuffidie-M. :herefore, and fox no o-ffie., purpose. (4) hn lieu of or in -,ibaitutiort for cash or securities on deposil, in a. eserve Fund, the Citv rnav fund tilt Reserve Requirement, In whole or in paxt, a Reserve Prod -act issued by a Reserve Product Provider in an amount equal t e di.f-�erence between tlie Reserve Requiremerit rind the surris then on deposit in tl sen7e Fund or to remain an deposit in, the Reserve Fund, Such Reserve Prod ust provide for payment on way interest or pyindpO payment date (provided a ate notice is given) on whid-L a deficiency exists (or is exi ' Dected to exist) in in eld hereunder for a payment v\dth respect to the Series 2009 Bonds which canno cured by moneys iri any tioP1 other Fund or Accoimt held pursuant to this Resolu n in a a-2 vailable for such purpose, t10 iz d and �slhid-L shall, narne the Paying Agent or in Authnzt e�positoxy who has agreeto o serve as trustee for the benefit of the Bondholders as enefici-rtry thereof, In no event shall,the tise of such Reserve Product be perry tte it would cause an Tunpairment in zany existing rating on the Series 2009 Bonds. If bunsement is made from a Reserve Product, the City shall be obligated to reffis the maximum limits of sucl-i Reserve Product on or before the next succeed' Merest Payrriertt mate fol1owirig such disbursement or to replace such Rese7x\vl duct by depositing into the Reserve 1,=d -or -i the d Revenues aN qu ' e for deposit purswuat to clause (3) above, fi a , e first Pledge L moneys h -i the maxlrmun amount o tally payable -under such Reserve Product plus the an-Lourlt necessary to rehn e the Reserve Product Provider~ for previous disbursements made pursuan sud-L Reserve Product, or a combination of sudh alternatives, andfor purpos f clause (3) above, a-inaunts necessary to satisfy such reirtibursement obligatic, d other obligations of the City to a Reserve Product Provider (the ":policy C shall be deemed required deposits into the Resexve Fund, but shall be used by t 'to satisfy its obligations to the Reserve Product Provider. If funds qffeposit fi-Lthe Reserve bund exceed the Reserve Requirement with respect to the s 2009 Bands sand any Additional Parity 0brigations, such excess shall S C be tTansferr the City annually to be used for any lawful purpose, provided that such ex/ce, I be first applied .to cure any deficiencies Ln the Sinking Fund, including is tjjerci the Ace s therein, and then shall be released to the City to be used for any lawful I F(5) The City shall not be rc-qt&ed to inake any further payments into the inldng Ptuid, including the Accounts therein, and the Reserve Fund when the aggregate amourit of funds in. the Sinking F-Lmd, including the Accounts thereiri, 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 1102 hereof, City of Miami Pape 33 of 43 Hie 1d; 09.01150b (Version 2) Printed On: 613012010 I SUBSTITUTED I (6) T -1 -le bd---ice. of ariv ni-ories remainhiz in the X"%ev-Ernue Firid after of all -s ixi paragraphs (1)441.1 above L -nay be used required payment MY a- p�zpose of -die Ciiy,, A -A-RTICLE N7111 DEPOSITORIES OF FUNDS, SEC-URITY FOR DEPOSITS AND INVESTIM EN7 OFMONliA SECTION 8.01 Deposits Constitute Trust Funds. All F 's or other property IA-rhiCh at "ds -All:' any time may be owned or held in the possession of or ddlep d with the City for application in. accordance with t1i.e ternis and provisions of this Re/solusahaF1 be held in trust and applied shall only in accordance with the provisions of this Resolu" and- shall not be subject to nen or attadirnent by my creditor of the City, All Funds or other property wl-dch at a%,,ffe may be owned or held in the possession y of or deposited with the City pursuant to this lotion, and any investment income thereon, shall be contintiou sly ,secured, fox the bend" fileCityand the Bondholders in, the order and e'ne manner -:md for the purposes provided lis 1�esolution either (a) by depositirta with an Authorized Depository, as custodiallaleralsecurity consisting of obligations of, or obligations the principal. of and inter h which are unconditionaHy guarguiteed by, the United States of America having a market e (exclusive of accrued. interest) not less than. fl -Le amotuit of such deposit, or (b) in sud,llt of fanner as permitted hereunder as may then be required or permittedby applicable Stat U federal laviT and regulations regard3iig the security for, or granHng a preference in th 6 of, the deposit of, trust funds, incl-uding without lindtation, the arida Statutes, as from time to time amended, provisions of Chapter 28/ �riaa All moneys .. I Mited Wid-1 each AuffiorLzed Depository shall be credited to the particiatax Fui,-id c, ount to which such mox-Leys belong, s E cnn .02 Investment of Moneys. Moneys held for the credit, of alae Revenue Fund, the in& Fund and the Reserve Fund may be invested by the City in Permitted Irivestan Such investments or reirivestinents shall mature or become available not later t L e I A S Lh E r Cn d S u e 0 0 Y 1 08 0 in n vL e ff, t ti "U� dates, 11 amn a spective dates, as estimated by the City, that the moneys held for the credit of said purr I uln d. Accomits will be needed for the purposes of such Funds or Acco-mits; provided, �i L I,, ar, thatmoneysIn the Reserve Fund shall be invested only in Permitted Investme'nisvvith iitnairvin,g maturity of five years or less from the date of purchase or subject to redemption 01 '10 son demand of the holder. V i demand of t1le I Ic Obligations so purchased as,,;m investment of moneys it- any such FundorAccount shah be deemed at all 'times to be a paxt of such Pund or Accomit, and shall at all times, for the purposes of tl-ds Resolution, be valued annually, at the market value thereof, excl'uslye of City of Miami Page 34 of 43 File Id: 09-01150b (Varslon2)PrintadCan, 613D/201D I SUBSTITUTED I acc- t med 131terest, Denciencies Ln the amoant on deposit in clip}, Fumd or Acco-,x-� resultuns, a der in 'un ate. All inco-n-Le. and profits derived ftoras ;he linestinent of moneys h -i the Sinlin- d shall - be xct-ained in, sac':Farads imd Accounts used folT espedave the purposes specified Fund and Accour.t. All incorne and profits derhyed fi-oln4 the investinent of heys Ln file Resenye Fund snall be retained in the reerne Pu-nd arnoun�t� eposit in sud-.i Reseri7e F-uni sha-111 equal tl'ie Reserve Requiren-tent; thereafter such incom profits steal:be released to the Cit�y to be used for any lea. vful purpose., AIMCLE IX GENERAL COVENANTS OF THE SECTION 9,01 Notice of Deposit Shortfall. 'I'lie covenm-its that it will notify the Paying Agent, of array shortfall, or deficiency ii -A -Le Sin in rad af least five (5) days before each principal or Riterest Payment Date on which such. sho r is expected to occur. SE CrION 9,02 Annual Audit, (1) Anmaal Audit. The City shall u`e that an annual audit of its acco-Luits and s"'a" records wffli respect to its general Wnd Pledged Finads and the Funds and Accounts created. herein be coin feted as soon a acticable after the end of each Fiscal Year by art L/ independent certified public accountaiff recognized star.-Ldjng� Such audit shall be conducted. in accordance iArit0 li generally acceptiffudiling standards as applied to governmental units, (21) Availability of R -ts, A copy of the conntprehenkve annual financial report as certified. according to ffie re -ements stated herein, shall be available. for hispection at the offices of the City and sha promptly furnished to fl-te Llndenvxiters of the Series 2009 Bonds and mailed to my Bon or requesting the same, upon payment by sudi, Bondliolder, of the Cost Of MpToduction ilil Lg. L c d0 L C t �Pl 'Odu d A L City 'b B or t a db 0 0 a an I ity a 0 r f promptly qi' I 1-'g SF/CCMnq'IONXeceipt of Pledged Revenues, '11:.e City covenlints, that as long as the 03 Series 2009 B are outstim(fing, it will not impair ox adversely affect the right of the City to d d receive the ged. Revenues, The :City will proceed diligently to perforrn legally and I steps required on its part to collect and receive the Pledged Revenues, ps I eclu e n its p effective, ste � do lisle 'Sh ECTION the Operatiou mid Maintenance of the Project, 11-te City covenants to lisand enforce reasonable rules and regulations goveming the operation and use of the . o ect, operate e Project in Eai efficient and economical xiianner, rn. alztain the properties i constituting the Project in good repair arid in sound -operating condition for so long as the same are necessary to the operation of the Project upon a revenue-producirig basis, and comply with City of MIRMI Page 35 of 43 File Id: 00-011 60b (Version 2) Printed on 61301201 3 I SUBSTITUTED I all kali d ac q,. rule s,te-ulations, orier mid d�xecrdons of any legislative, executive, 0 1 0 admindst_-ative oi judicial, bo& ri-Lat am, DlD li'aDle 10 ePr ject, For so Ion- as the Bonds are witstandin'-, -the Cite will not constl'uc- naffitam Or o or cause to 'be constl"ucled, mahitaft-ied wr operated, any off-street parldng facilities th zould int pair the revertue-producing capacity of the Project urdess prior Ii? such C .Ucnorl, operation or mainteriat'ice e a) the constTucLion, 1111aintmimace or operation or. such f es are, 5u 0 cu '10 01( such es a7c' authorized by the City and hiconporated into d-te Project or} the City provid tatement of a a parking conquitant to the effect that based upon such parking consultart and arialysis of the financial performance and operations of the Project, r10- has come to its M, pa)rme attention that v,,ould lead it to believe that the 0�7 would riot be able t their pa) lent obligations as a result -of such construction, operation and maint SECTION9,05 Insurance.The City will purchase and m * insurmice coveringsuch. properties belonging to the Project against loss or damage fro Ch causes as are customarily insured against by enterprises of a similar nature, iness inten-uption insurance, nature, -,nsive, general liability, insurance and use mid -isaxance oud-te Project for comprel'ic . and oc ancy ft bodily injury and property damage, SRCTION 9,06 Insurance and Con/demna' Proceeds. All proceeds of -all insurance required by Section 9,05 hereof and all n .oceeds res,�ultinfgl from emb-tent domain Oc proceedings shall be delivered to the 'ay x7 east for deposit in the Conqtructionliund or f Sinkffig Furid, and shall be applied at the ele of tL City: (1) promptly to replace, repair unci or -restore the Project to substantially the same condition, as that which existed Pff to sucli Laking, damage or destruction, with such alterations and additions as t -I -Le Ci ay deterrrdne; or (2) to t1he redemplilon ands, provided that Bands may be redeemed only if (A) the U1 Project has been restored substantially the s,,une condition as prior to such damage or destruction or taking, or e City has determined that the portion of the Project darnaged or ,ec�essary destroyed or taken is /, to the operation of the Project, S SECTION Dispos,iffwx of the Project, The City will, have the right to SeE or dispose �'C `:"ON of any rnoveab operty or fixtures acquired by the City ixt connection with the Project, or any ro materials us coruiection therewith if the Finance Director determines that such articles are 'n 110 long ful, in contiection with the construction or maintenance of the Project or the "1 11 I the P aper. at . . /the Project and that such sale or disposition will not impair the operatft.ig efficiency ofJ-1iect. The City has the, right to demolish or remove any real property and, structures rLow or ar existing as part of the Project provided the City, by resolution, determines that such d or demolition does -not impair the operating efficiency of the Project, City of Miami Page 36 of 43 File ids 00-01 160b (Version 2) Printed On; GJW2010 I SUBSTITUTED I The Gtv -willt "de-:)osit the p2roceeds resulting iro=i any ab.,andonn-lent, sale oral"T'Sposition 0. 'til" -Lg d -ae. 'Fu I vrol�)ertles coaystu Lbe F�roject tai Carist.mcd o r. -i rand o-- to the Reven -nd, al i Q -y nnay d4irect. SE'CTION 9..'R^ Tax Covenants, (A) The Cit) shall inot use ol. -perniit the -as U131 pxoceeds of the Se,-.ies 2009A Bonds or any other f -a. -rids of the 01w, directly or in dy, to acquire art), securhies or obli-ations, arid shall not tse or perl-nit dic use of pmlourl�s received by the Citi vvith respect to the Series 2009A Bomis in an), maiiner, and s not take or e 0 c t "it of mo' d s 1:k % e all s 11 ot _t' U t, 11 - cries al �, perinit to be tzlken any other actiori. or actions, whdch would causer Series 9 BonCU to be private activity bonds" vvdtliin the meanftn- of, Section 141 o. -v an "aTbitrac` crid" vviffiin the ti meanin- of, Section 145, or "federally guaranteed" within the meanhig o tion 149(h), of flie 0 th �j hiternal Revenue Code of 1,986, as amended, ox otherwise cause hit oil the Series 2009A. Bonds to become subiect tD federal hwome taxation, (B) The Cii)7 shall at all times do mid pexform, all a hd things perinitted. by law and this Resolution which are necessaxy or desirable h -L order ssure Iffiat interest paid on the �p Series 2009A Bonds will be excluded from gross hiacome perform all of federal income taxes so excluded, and sh&11. take no action that would result in such intern s, beirtL , .(C) The Ci.c,- shall pay or cause to be 2rtoii lie. United States Government any amounts required by Section 148(�, of ti -,e 're and the regulations thereunder (the upli "Reoulations"), In order to ensure coi iance 0 0 the rebate provisions of Section 1.48(f) of the Code Arith respect to any Series 2009A Boridt , wldda the City intends on the date of issuance Thereof to be excluded fxon-1 gross h-tcort r purposes of federal income taxation, the City hereby cxeates and establishes the "C', '.Miarni Sljedal Obligation Parldng Reverrue Bonds Rebate :fund" (hereinafter the "Reb d") to be held by the City, Tlie Rebate Fund need not be mah-Ltained so long as the City j . y satisfies its obligation to pay any rebatable earnings to the United States Treasury, liow the City may, as an administrative convenience, maintain and deposit funds in the Reb from ffine to time. Any moneys held in the Rebate Pund shall. not be considered , 'Ple Funds and shall not be pledged in arty manner for the bfi eriet of the holders of the Series A Bonds, Moneys in the Rcbate Fund (including earnings and deposits therein) shall" eld for future payment to the United States Government as required by the Regulations as set forth in instructions of Bond Counsel delivered to the City upon issuance of sud'i S 2009A Bonds. ARTICLE X ISSUANCE OF ADDITIONAL INDE DT21)YESS SECTION 10.01 Issucuice of Additional Indebtedness, The City will not issue any gat (othe.Chari the Series 2009 Bonds, authorized by Section 5.01 hereof) secured by or a aFay from the Pledged Funds, or any portion thereof, or voluntarily create or cause to be created may debt, lien, pledge, assignment, en.c.,=,brarice or other charge, in each case, having 014, of Miami Page 37 of 43 Flis Id: 09.011500 (Version 2) Printed On, 61=2010 I SUBSTITUTED I priorifV +0 or Delll.g Oil a parity With --le lien sec=in- Lhe Seriie-z 2009 Bwnds issued Pttrsuani- �o ti -Cis Resolution upon the Pledged Funds or uny po.-ndon thereof, Noln,v.-i-t1ristandinc, ffie foreoo:L-i-, -ffie C,.-Lv mav at wiy ti--rie or, :Erom timne to time i evidences of indebtedness that are payable in ahlicrl or ,n pa: -t out of the Pledged Funds which may be 8ecuredby a pledge of the Pled ged Favids on a parity vdtlh the SeHes 2009 solell, for the plupose of financing the costs necessary to complete Jhe:PxQject, Such A..' 0� Panty Obligations may not exceed 10% of the it-atial priricipal amour -Lt of the Series 2 0:1 I I Notwithstanding the foregoirq, ffie City may at airy time or ft time issue e or in part out 01 "e-, evidences of indebtedness that are payable in whol tll�t2�-tA e Funds and Which may be secured by a pledged of, the fledged Ruids on a parit:y the Series 2009 Bondsif sucl-LAddidonalPazity Obligations to'beissued. areref-anding' s., that is, delvexed in lieu of, or in substitution for, or to provide fax the payment of one or series of Bonds or portions there ort originally issued under this Resolution if the City cause to be delivered a certificate of the Finance Director settitic,0 forth the Total Debt S re Requirera (i) for the Bonds fl-LOn outstaading and (ii) for fill Bonds to be in-unedi t outstanding thereafter and stath-tg that the Total, Debt SendceRequirement pursuarit to cove is not greater than that set forth P-Lusu'aut to (i) above, ARTICL EVENTS OF DE LT, MTEDIES EM ON 11.01. Events ofDefaul acli of the following events is hereby declared Ma "event of default": (a) payment of princip c ny Series 21109 bond is not be made when the satire shall become due wid payable either aturity or on required. payment dates 'lay proceedh-tgs for redemption or otherwise, or I o y 4h) (b) p a y in een ts installment of interest shall not be made when the same shall becoi m. due and vayab (C) the shall fail to make arty deposits required to be made hereunder or sh,111 o ther"nse fail the ply with w -Ly of the covenants and obligations of the City hereunder and 6 Conti such failure, s. conthme unremedied for a period of thirty (30) days after stich failuxe to sue1_1 oc deposit or o such occuTrezoe, theforegoing, �„iffi respect to the events described in clause (c) the City not be deeined in defa-ult hereunder ff such defata canbe cured iArift-diL a reasonable pe �' of time and if the City in good faith institutes appropriate curative action and diligently City of action until the defaull has been corrected. ("Ity of ivilarni Pae 33 of 43 File Id: 09.01150b (Version 2) Printad On: 613012010 I SUBSTITUTED I �', 'tho, I , Aut rized Depository- or azv Paying Agent i`ot�her ..:1 Ttile, Cit-" irrev-)- ble trusl im -die bez-Lefit of such Bondholders 4\-,hether or not in anv- accoj-1-irs created herelm) id-aidh, -when. Lnveste,d in Government ObligF:tions ma-LU.-ing not later 'a' -tap, the incita:-ity or re6empt"m 'i"' applicable' dazes of such principal, redennption if arry, and interest, together wifa the income realized on such b,.-,vestinents, be saftficient to Pay all such prunci-pal redemption --prer-rdaurt, if ariv, and interest on said Series 2009 Bonds at theffiereo' b J. the date upon. which, such Series 2009 Bonds are to be called for redempnon (if applicable' r to mab.irity, and (c) provision shO, a-1so be znade for;- paying all other suins payable 11 nder 'by the City allocal-)lQ to such Series 2009 Bonds, thea and Jjn. that case dae right, title c interest '01 c 0J. such Bondi-LoIders here-)de`shall thereupon cease, determvoi file and become "e'n"'rise, ibis Resolution shall be, condi-we and remain in Ul force -aid effect, SEC 12.03 Severability. If any one or more of the covenz�ff, agreements or i_je provisions of fl -ds Resolution should be held contrary to aTa) exp 5 vision of law or contrary to any express provision of law or contrary to the p,01,cyicy ess law, though not of expressly prohibited, or aga-hist public policy, or shall for all�, r. whatsoever be held invalid, t1 en such covenants, agreements or provisions shall be and void and shall be deemed severed from the remaining covenants, agreements Or visions of tl-ds Resolution or of the Series 2009 Bonds issued hereunder, SECTION 1104 No Thixd-Pafty Beneficiaries, Jrpt as herein otherwise expressly provided, nothing in this Resolution expressed or is intended or shall be construed to confer upon arty person, firm or corporation other t the partieshereto and the oivners and expressed d '0 '5s 0" ianp other t'o" o "' ' t holders of the Series 2009 Bonds issvied /imdersecuyed by this Resolution, any rights, rernedy or cain-i,- legal or equitable, under or reason of this Resolution. or arq provision as ei_ I hereof, tl-is and all its Provisions g intended, to be and being for the sole and e T exclusive benefit of the parties hereto an ox4mers and holders fro time to time of the Series 2009 Bonds issued hereunder, SECTION 12.05 ConfrolIIn , Members of City Not Liable, All covenants, stipulations, obligations and a ents of the City contained in 'this Resolution shall be deemed to be covenants, stipul s, obligations and agreements of the City to the MI extent authorized by the Act and ded by the Constitution and laws of the State. No covenant' st-rpulation, obligation or eentent vontained herein shalt be deemed to be a covenant, obligations N covenants, e e obligation 2 1 n pct Con n d u on c s stl d ee I e g d b ten obligations y t 0 _OI i ti t of arty I Stipulation, obligation o, reement of arty premlat or futiire member, ageiat or employee of the I and neither City in his individual achy, and neft-her the members of the City nor my official executing I -all �s the Series 2009 Bol -Lall be liable personally on the Series 2009 Bonds or tl-us Resolution or shall be subject my personal liability or accountability by reason of the issuance or the a a' h execution by tl Ity or such mernbers thereof, PUN 12,06 Effect of Covenants, All covenants, stipulations, Obligations and of the City contained in this Resolution shall be deemed to be covenants, obligations and agreements of the City and of the City Com mission and of each and agency of the City to the fall extent authorized or permitted by law, and all of Miami Page 42 of 45 File ld: 00-01150b (Version 2) Printed On: 613012010 I SUBSTITUTED I enan s apulations-, obligations and a-reemei its sllla-ll in d m- imm-e to -,lie 1�e�nefit of t" le SUM 1101V 0 C- SUCC12S3111'r Or sucCessors thereof irom time -to time and any officer, boaxd-, 'bodY oz co=issican to, ch aZA Fectino- sudi covenants, s�ipclations, obhoa-loos and r,)r to Vit' cwt -, )- power or duty af 0 11 agreerrtent5 shat be tuzaxaferxed by or in accordance wiffi law, Except az othervJise provided herein, all xig-1-tts, powers and privilepes conferre,j 0 duti.es a--nd lial):Clitles imposed upon. the City or pon tffie City Corrunission by the provi S of this Resolution shall be -exercised or performed by the Commission, r by sueh oth- T1 L o ncers, board, body or conirrission as may be requixcd by law to exercise ,Tush powers o., perform S'ach duties, SECTION 12,07 Further Authorizations, 'n-te -Mayor and he City ger or either of them and the Clerk, the Finance Director zaid the Cii r Aftorrie . and ther officers and employees of me City as inay be designated by the Mayor and the Ci Tanager or either of them are each designated as agents of the City hi com-tection M ae sale, issuance arid delivery of the Series 2009 Bonds and are auffiorized and owered., collectively or iridividually, to take all action and steps and to execute all uta -tents, documents and contracts on behalf of the City, including the execution of doctation req fixed. in connection Mth the rie-0 ofiated sale of, the Scries 2009 Bonds to the erKulters, that axe necessary or destrable in connection with the sale, execution and de -y of the Sel:ies 2009 Bonds, arid ,which, axe specifically authorized or are not inconsiste itla1be terms arid, pravL5ions of this Resolution, the Bond Purchase Agreement, the Pa Agent and Registrar Agreeraent, the Continuing Disclosure Agreement, the Official S exit or any action relating to the Series 2009 Bonds heretofore taken by the City. Su cors and those so deli gnted are hereby charged with the responsibilityfor the issua of the Series 2609 Bonds, Any and all costs incurred in comiection with the issi, tm-ice o e Series 2009 Bonds are hereby authorized to be Paid. from the proceeds of the Series 2009 ds. SECTION 12,08 'Repeal of Iffsistent Resolution. All resolutions or parts thereof in conflict herewith are to the extentdh conflict superseded arid repealed. SECTION 12,09 Ef adoptiorL arid signature by APPROVED AS TO CYFY A This Resolution shall be effective irrunediately upon its FF-4ayor.11) AND CORRECTNESS: Footrw S, �Off (1}lf aycir does not sign this Series .osolution, it shall btore, effective at tbo end of tell 0&1011days from tbe date it was passed. arid adopted, If the Mayor vetoes this Series Rello"on, it shall bocoirie effective irm-nodiately upon override of the veto by the City My of Mlarrd Pago 43 of 43 File id; 09-01150b (Version 2) Printed On: 613012010 I SUBSTITUTED I ' DISCLOSURE DISSEMINATION AGENT AGREEMENT This Disclosure Dissemination Agent Agreement (the "Disclosure Agreeme 0as ," e and of July 29, 2010, is executed and delivered by The City of Miaini, Florida (the Y7 id Digital Assurance Certification, L.L.C., as the initial exclusive Disclosure Disseird ion Agent se"I (1 -lel ii1g Idi" s See Irl u' (the "Disclosure Disseraination Agent" or "DAC") for the benefit of the 1101 (hereinafter o 11 � co, defined) of the Bonds (hereinafter defined) and in order to provide certain ing disclosure i with respect to the Bonds in accordance with Rule l5c2-12 of the United s Securities and United Exchange Com missionunder the Securities Exchange Act of 1934, as the e may be amended fTorn time to time (the "Rule"). j SECTION 1. Definitions. Capitalized terms not otherwis -fined. in this Disclosure not oberwis Agreement shall have the meaning assigned in the Rule or, to th 'ent not in. conflict. with the Rule, in the Official Statement (hereinafter defaied). /T�Ihe.. tali ed tertris shall have the folloxving meanings: .01 "Annual ReporC' means an. Annual Report descri in, ud consistent with Section 3 of this Disclosure Agreement. "Annual Filing Date" means the date, soot ections 2(a) and. 2(l) of this Disclosure Agreement, by which the Annual Report is to be with the MS l3. "Annual Firiancial Inforniation" in/e�antial financial information as such term is used i S 11, Section 'tio in paragraph (b)(5)(i) of the Rule an hiSection 3(a) of this Disclosure Agreement. "Audited Financial Statements" - ans the 'financial statements (if any) of the City for the e - /1' prior fiscal year, certified by an in ndent auditor as prepared in accordance with generally r _ " v accepted accounting principles o erwise, as such term is used in paragraph (b)(5)(i) of the f this:C Rule and specified in Section 3 this Disclosure Agreement. "Bonds" means thez Ws as listed on the attached Exhibit A, with the 9 -digit CUBIT' relating there "Certification" cans a written certification of compliance signed by the Disclosure Representative sta j that the Annual Report, Audited Financial Statements, Voluntary Report 'Ce"'i cation" Representative sta th ' h or Notice Event cc delivered to the Disclosure Dissemination Agent is the Annual Report, i t tern Audited Finan,' tateinents, Voluntary Report or Notice Event notice required to be submitted s un r to the Repos es, under this Disclosure Agreement. A Certification shall accompany each such document it.ted to the Disclosure Dissemination Agent by the City and, include the full name of the B s /andthe 9 -digit CU IP numbers for all Bonds to which the document applies. PF7, Disclosure Representative" means Finance Director of the City or her desigrice, or such person as the City shall designate in writing to the Disclosure Dissemination Agent from to time as the person responsible for providing Information to the Disclosure Dissemination MIAMI/4245441.3 I SUBSTITUTED I "Disclosure Dissemination Agent". means Digital Assurance Certification, LL.C, acting in its capacity as Disclosure Dissemination Agent hereunder, or any successor Disclosure Dissemination Agent designated in writing by the City pursuant to Section 9 hereof 'A "Holder"ineans any person (a) having the power, directly or indirectly, to vote or with respect to, or to dispose of ownership of, any Bonds (including persons holdin through nominees, depositories or other intermediaries) or (b) treated as the owner C for federal income tax purposes. "Information" means the Annual Financial Information, the Audited F I Statements (if any) the Notice Event notices, and the Voluntary Reports. z "Notice Event" means an event listed in Sections 4(a) of this DiscIffe Agreement. "MSR13" means the Municipal Securities Ruleinaking BZstablished pursuant to Section 15B(b)(1) of the Securities Exchange Act of 1934. "Official Statement" means that Official Statement with the Bonds, as listed on Exhibit A. "Voluntary Report" means the information Agent by the City pursuant to Section, 7. SECTION 2. by the City in connection to the Disclosure Dissemination (a) The City shall provide, Oally, an electronic copy of the Annual Report and Certification to the Disclosure Dissein' on Agent, together with a copy for the Paying Agent, scat later than 30 days prior tot nnual Filing Date. Promptly upon receipt of an electronic copy of the Annual Report ai ie Certification, the Disclosure Dissemination Agent Disclosure ' p 'Y' to s Diss t n Report tai e C S" Annual e ol/ shall provide an Annual Report to I SRB and the State Depository (if any) not later than I') I I t June 30d' of each year, commencin th the fiscal year ending September 30, 2009. Such date and each anniversary thereof is tl nimal Filing Date. The Annual Report may be submitted as a single document or as sepaj- documents comprising a package, and may cross-reference ectio of tj . 11 jj� other information as provide ection 3 of this Disclosure Agreement. (b) If the fifteenth (15th) day prior to the Annual Filing Date, the Disclosure Disseiriiiiat' gent has not received a copy of the Annual Report and Certification, the Disclosure Dig nation Agent shall contact the Disclosure Representative by telephone and in writing may be by e-mail) to renlind the City ol its undertaking to provide the Annual Report rant to Section 2(a). Upon such reminder, the Disclosure Representative shall either (i) pro the Disclosure Dissemination Agent with an electronic copy of the Annual Report and Certification no later than two (2) business days prior to the Annual Filing Date, h I Disclosure d Annual c a r i s s I u v R 0 e s p D 0 r 's g i D .a a en t D n el fl( I may re 8 'A Deport r C 0 t and C _io or (ii) ins the Disclosure Dissemination Agent in writing that the City will riot be able to file u_ th 'Ile 't 'Ile All Report within the time required under this Disclosure Agreement, state the date by I el, Whi e Annual Report for such year will be provided and. instruct the Disclosure Di, ination Agent that a Notice Event as described in Section 4(a)(12) has occurred and to i . ediately send a notice to the MSRB in substantially the form attached as Exhibit B. MI,AMI/4245441.3 2 I SUBSTITUTED I (e) If the Disclosure Dissemination Agent has not received an Annual Rep nu and Certification by 12:00 noon, on the first business day following the Annual Filing Dat the Annual Report, a Notice Event described in Section 4(a)(12) shall have occurred and I ity irrevocably directs tlic Disclosure Dissemination Agent to irnmediately send a noti o the MSRB in. substantially the fon t attached as Exhibit B. If Audited Financh'd Statements of the City are prepared b of available b I' tat prior to the Annual Filing Date, the City shall, when; the Audited Financi, tat ements are 11� available, provide in a timely rnainier an electronic copy to the Disclosure /D'mination Agent, accompanied by a Certificate, for filing with the MSRB, (e) 'I'lic Disclosure Dissemination Agent shall: Filing Date; (i) determine the address of the, /1MISRB i year prior to the Annual (ii) upon receipt, promptly file Annual Report 'received under Section 2(a) with the MSRB; (iii) upon receipt, pro each Audited Financial Statement received under Section 2(d) with the MSRB; (iv) upon receipt, pro y file the text of each disclosure to be made r with the MSRB together with a compl/�e!teeedy of the MSRB Material Event Notice Cover Sheet in the form attached as Exhibit C, cribing the event by checking the box indicated 'ri �jj i� below when filing pursuant to the Sectio this Disclosure Agreement indicated: 1. 4AW. ticipal and interest payment delinquencies," pursuant to Sections 4(cffd(a)(I); M "Non -Payment related defaults," pursuant to Sections 4(c) 3. "Unscheduled draws on debt service reserves reflecting at difficulties," pursuant to Sections 4(c) and 4(a)(3); 4. "Unscheduled draws on credit enhancements reflecting financial difficulties," pursuant to Sections 4(c) and 4(a)(4); 5, "Substitution of credit or liquidity providers, or their failure to perform,"pursuant to Sections 4(c) and 4(a)(5); & "Adverse tax opinions or events affecting the tax-exempt status of the security," pursuant to Sections 4(c) and 4(a)(6); 7. "Modifications to rights of securities holders," pursuant to Sections 4(c) and 4(a)(7); N41,AMI/4245441.3 I SUBSTITUTED I 8. "Bond calls," pursuant to Sections 4(c) and 4(a)(8); 9. "Defeasances," pursuant to Sections 4(c) and 10. "Release, substitution, or sale of pro securing repayment of the securities," pursuant to Sections 4(c �(l 0); 11. "Ratings changes," pursuant to Sectio (c) and 4(a)(l 1); Icial information Sectio 4 ct 12. "Failure to provide annual f ial information as required," pursuant to Section 2(b)(ii) or S- n 2(c), together with a grec 'm completed copy of Exhibit B to this Disclos greernent; and 13, "Other material event ! no ' (specify),'" pursuatitto Section 14F 7 of ibis Agreement, together with t" inimary description provided by the Disclosure Representative. (v) provide the City ev/ide-iif the filings of each of the above when. .0.1�is _0 made, -which shall be by mewis of the DAC sys, , for so long as DAC is the Disclosure It. Dissemination Agent under this Disclosure Agree it. (vi) The City may st the Annual Filing Date upon change of its City fiscal year by providing written notice off change and the new Annual Filing Date to the 10 Disclosure Dissemination Agent and th x RB, provided that the period between the existing Annual Filing Date and new Annual Fi Date shall not exceed one year. 'Vorts SECTION 3. Content of a], Revorts, (a) Each al Report shall contain Annual Financial Information with respect to the City, iticludi e information provided. in the Official Statement in the tables d, entitled or tlic headings ei/ "PLEDGED REVENUES — Convention Development Tax" (ii) Table entitled "Kaini-Dade County, Florida 3% Convention Development Tjpuiistorical Collections"; (iii) "PLEDGED REVENUES — Projected Collection of Pledged (iv) Table entitled "'FHE CITY OF MIAMI, FLORIDA LEGALLY ,A�ZIABLE NON -AD VALOREM REVENUES YEAREND SEPTEMBER 30"'; and (v) Table entitled "TFIE CITY OF MIAMI, FLORIDA HISTORICAL -DILUTION TEST YEAR ENDED SEPTEMBER. 30"'. (b) Audited. Financial Statements prepared in accordance with generally accepted accounting principles ("GAAP") as described in the Official Staternentvvill be included MIAMI/4245441,3 4 I SUBSTITUTED I in the Annual Report, If such Audited Financial. Statements are unavailable at the Annual Filing Date, unaudited financial statements, prepared, in accordance with GAAP will be included in the Amwal Report. Audited Financial Statements (if any) will be provided pursuant to Section 2(d).,A Any or all of the iters listed above nlay be included by specific reference from r a, "Ice documents, including official statements of debt issues with respect to which the Ci all h f obligated persoiP (as defined by the RWe), which have been previously filed with e, f the c National. Repositories or the Securities and Exchange Commission. If the document /ii.porated Nv by reference is a final official statement, it must be available from the MSRB' City will clearly identify each such document so incorporated by reference. SECTION 4. lac ortin"f Notice Events, (a) 17be occurrence of any of the following events,al,, with respect to the, Fonds constitutes a Notice Event: �r I . Principal and interest 2, Non-payment related 3. 'Unscheduled dr debt service reserves reflecting financial difficulties; aWZ reflecting 4, Unscheduled s on credit enhancements relating to the �/,_ u Bonds reflectingfiriancial, ulties; _Ll e 5. Substit of credit or liquidity providers, or their failure to perform,, 6. Ase tax opinions or events atfooting the tax-exempt status of the B(",, 7, ffModifications to rights of Bond holders; Bond calls; 9. Defeasances; M Release, substitution, or sale of property securing cut of the Bonds; 11. Rating changes on. the Bonds; and 11 Failure to provide annual financial hifort-nation as required.. OF,- City shall promptly notify the Disclosure Dissemination Agent in writing upon the cc of a Notice Event, Such notice shall instruct the Disclosure Dissemination Agent to the occurrence pursuant to subsection (c,). Such notice shall, be accompanied with the text disclosure that the City desires to make, the written authorization of the City for the MIAM1142454413 5 I SUBSTITUTED I Disclosure Dissemination Agent to disseminate such information, and the date the City desires for the Disclosure Dissemination Agent to disseminate the information. (b) The Disclosure Dissernination Agent is under no obligation to notify th City or the Disclosure Representative of an event that may constitute a Notice Event. In event the Disclosure Dissemination Agent so notifies the Disclosure Representative e Disclosure Representative will within five business days of receipt of such notice, inst the Disclostu�e Dissemination. Agent that (i) a Notice Event has not occurred and no filin to be Representative 'on Notice pr 'o notice, "0 0 c I Event. veI 'Y u'e str the to be ort th 'e port and no filin made or (ii) a Notice Event has occurred and the Disclosure Dissemination Agent. is t port the occurrence pursuant to subsection. (c) of this Section. 4, together with the text of disclosure that the City desires to make, the written authorization of the City for Disclosure Di, Ci j Dissemination Agent to disseminate such information, arld the date the Cl esires for the s Disclosure Dissemination Agent to disseminate the information, (c) If the Disclosure Dissemination Agent has been �ffucted by the City as h prescribed in subsection (a) or (b)(H) of this Section 4 to report te oc, cuce of a Notice Event, " oc the Disclosure Dissemination Agent shall promptly file a notice occurrence with the MSRT3-. SECTION 5. CUSIP Numbers. Whenever Dissemination Agent, including but not limited to ,A reference to the, Annual Reports, Audited Financial Voluntary Reports filed pursuant to Section. 7(a), t] Bonds and the 9 -digit CU IP numbers far the Bo relates. A SECTION 6, Additional Disclo understands that, other state and federal . 1933 and Rule l0b-5 promulgated under City, and that the failure of the Disclo, constitute a breach by the, the responsibilities under this Disclos 1 the duties of the Disclosure emir mechanical tasks of disseminat, mforiT SECTION 7. vidiinformation to the Disclosure )o f at JWrts, documents incorporated by F""- tints, notices of Notice Events, and y shall indicate the full name of the as to which the provided information ereUli,,atiojis, The City aoluiowledges, and luding but not limited to the Securities Act of curities Exchange Act of 19' :)4, may apply to the Dissemination Agent to so advise the City shall not Dissemination Agent of any of its duties and ment. The City acknowledges and understands that on, Agent relate exclusively to execution of the an as described in this Disclosure Agreetnent, (a) 'Iff City may instruct the Disclosure Dissemination Agent to file information with theositories, from three to time pursuant to a Certification of the Disclosure 'AF Representative aceiffirpanying such inforniation, (a "Voluntary Report"). Nothing in this Disclosure Agreement shall be deemed to prevent the City from dissej ing any other information through the Disclosure Dissemination Agent using the sscul In any cans of . sseinination set forth in this Disclosure Agreement or including any other I i n.."'Fo�i 11-1nM' in any Annual Report, Annual Financial Statement, Voluntary Report or Notice Even ice, in addition. to that required by this Disclosure Agreement. If tile City chooses to y information . inc , any information in any Annual Report, Annual. Financial. Statement, Voluntary Report or NIJAM,114245441.3 6 I SUBSTITUTED I Notice Event notice in addition to that which is specifically required by this Discl, Agreement, the City shall. have no obligation under this Disclosure Agreement to update information or include it in any future Annual Report, Annual Financial Statement, Report or Notice Event notice. j SECTION 8. Termination of Rei)orting Obligration. The obligations of th y and the s 0' th "ion' Disclosure Dissemination Agent tinder this Disclosure Agreement shall ternlinat hrespect to of f tj_ the Bonds upon the legal defeasance, prior redemption or payment in full ol ' of the Bonds., t when the City is no longer an obligated person with respect to the Bonds, or i delivery by the f Disclosure Representative to the Disclosure Dissemination Agent of an /hi pion of nationally .0 ni . 1 Ire recognized bond counsel to the effect that continuing disclosure is no lot required. SECTION 9. Disclosure Dissemination_ A ,,ent. The has "appointed Digital Assurance Certification, L.L.C. as the initial exclusive Di closu isseinination Agent under this Disclosure Agreement. The City may, upon thirty days Ten notice to the Disclosure Dissernination Agent, replace or appoint a successor Discl Dissemination Agent. Upon teimination of IAC's services as Disclosure Disseininatio ent, whether by notice of the City or DAC, the City agrees to appoint a successor Disclost issemination Agent or, alternately, 0 upon D' s or D n A 0 e ,n a e t y t i D days 01 "c 0 successor eu nt Dissemination Nv s 11 s 1 10 s G Dissemination ia tj sure D 'nivation Agent agrees to assume all responsibilities of Disclosure D`- ination Agent under this Disclosure Agreenient for the benefit of the Holders of the B Notwithstanding any replacement or until t appointment of a successor, the City shall rernainli until payment in full for any and all sums owed and payable to the Disclosure Disseminat' Agent. The Disclosure Dissemination Agent t tj Y rior written 11 e 0 .may resign at any time by providing thirty da rior written notice to the City, otic SECTION 1t1. Remedies in Disclosure Dissemination Agent to Holders' rights to enforce the Prov action, in mandamus or for specific under this Disclosure Agreeinen Disclosure Agreement shall n relating to the Bonds, and , n. , g hereiA/lig SECTION 1, 1. c-ntAFT:)efault, In the event of afailure of the City or the with any provision of this Disclosure Agreement, the with Agreement shall be limited solely to a right, by t .onnance, to compel performance of the parties' obligation ay failure by a party to perform in accordance vitith. this Lute a default on the Bonds or under any other document and remedies shall be limited to those expressly stated (a) , c Disclosure Dissemination Agent shall have only such duties as are specifically set , �� in this Disclosure Agreement, The Disclosure Dissemination Agent's obligation to � . er the inforination. at the tinnes and with the contents described herein shall be limited tot xtent the City has provided such information. to the Disclosure Dissernination. A Agent as uired. by this Disclosure Agreement. The Disclosure Dissemination Agent shall 'p 'c ig it f 'c ti d t a 0 t 'o t u se' a xt e edr bt t y have n 'y with respect to the content of any disclosures or notice made pursuant to the terms here he Disclosure Dissemination Agent shall have zoo duty or obligation to review or verify here 11 - 'Ll - I' an -ormation or any other information, disclosures or notices provided to it by the City and not, - - t ot be deemed to be acting in any fiduciary capacity for the City, the Holders of the Bonds h party. any other party. The Disclosure Dissemination Agent shall have no responsibility for the City's failure to report to the Disclosure Dissemination Agent a Notice Event or a duty to determine the materiality thereof. The Disclosure Dissemination Agent shall have no duty to MIAM1,142454413 7 I SUBSTITUTED I determine, or liability for failing to determine, whether the City has complied wj dais Disclosure Agreement. The Disclosure Dissemination Agent may conclusively upon certifications of the City at all times, TO THE EXTENT PERMITTE-D BY I...AW, THE CITY AGREES T DEMNIFY AND SAVE THE DISCLOSURE' DISSEMINATION AGENT AND F ES1`E.CTIVE OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS, FIARMLES GAINST ANY CITY - N' A A GR /F6 T L N I E LFS GAI LOSS, EXPENSE AND LIABILITIES WHICHTHEY MAY IN INN OUT OF OR AND DUTIES IN THE EXERCISE OR PEUORMANCE OF THE PO PO S N 4 (IN S (IN I HEREUNDEM, INCLUDING THE COSTS AND EXPET DING ATTORNEYS X FEES) OF DEFENDING AGAINST ANY CLAIM OF LIAB Y� Bur EXCLUDING AGENT'S ' T S NEGLIGENCE LIABILITIES DUE TO THE DISCLOSURE DISSEMINATI AGENT'S NEGLIGENCE OR WILLFUL MISCONDUCT, The obligations of the City under this Section shallAVvive resignation or removal of the Jr, Disclosure Dissemination Agent and defeasance, redernV or payment of the Bonds. (b) The Disclosure DisserninE legal counsel (ciffier ii -i -house or external) ofits or controversy, or question or doubt as to the c, respective duties hereunder, and the Disclosu ' n and shall be fully protected in acting in go fees and expenses of such counsel shall b )at' ruction ',,,,,no ""Iwith fro tine to ' con' c 'I f y I () sin; -11 the event of a disagreement: ructiolofany of the provisions hereof or its ;seniination Agent shall not incur any liability i upon the advice of such legal counsel, The by the City, (c) The Disclosure semination Agent shall provide all documents, reports, notices, statements, information an er materials provided to the MSRB under this Disclosure Agreement in an clectronictbr/tnid accoinpanied by identifying information as prescribed by the MSRB. SECTION 12. Am Hent- Waiver. Notwithstanding any other provision of this Disclosure Ag cement, City and the Disclosure Dissemination Agent may amend this 9 Disclosure Agreernen any provision of this Disclosure Agreement may be waived, if Such amendment or wai s supported by an opinion of counsel expert in federal securities laws acceptable to bo e City and the Disclosure Dissemination Agent to the effect that such 0 0 nd 'Pt Disclosure 'u me abl E e Disclosure nC t A t SECTION A g 0 0 I I 0 b 'e N w heat a m 2 e A m s City U i C and City n p y rt d t d the 11 d b ene cc W d s y D e"' - an 0 Waiver. amendment or N er does neat materially impair the interests of.Holders of the Bonds and would a jv 0 e r 0 impair Ig, t a I r not, in and o, elf, cause the undertakings herein to violate the Rule if such amendment or waiver had, n effective on the date hereof but taking into account any subsequent change in or I effective . the 1) 0 e JON, 0 p the R provided C official i, retation of the Rule; provided neither the City or the Disclosure Dissei-nination p c I g � e n �j e g 0 to 'I - any Agent I be obligated to agree to any amendment modifying their respective duties or I obli)- ris without their consent thereto. Notwithstanding the preceding paragraph, the Disclosure Dissemination Agent shall have I 0 rigl It t to adopt amendments to this Disclosure Agreement necessary to comply with modifications to and interpretations of the provisions of the Rule as announced by the Securities and Exchange Come fission from time to time by giving not less than 20 days written notice of the intent to do so together with a copy of the proposed amendment to the City. No such amenchnent shall become effective if the City shall, within 10 days follwAing the giving of such MIAM1142454413 8 I SUBSTITUTED I notice, send a notice to the Disclosure Dissemination Agent in writing that it objects to amendment, SECTION 13. Beneficiaries. This Disclosure Agreement shall inure solely to thgohefit of the City, the Disclosure Dissemination Agent, the underwriter, and the Holders fr une to time of the Bonds, acrd shall create no rights in any other person or entity, governed _rr SECTION 14, Governing Law enue, This Disclosure Agreement, /sbagovemed by the laws of the State of Florida (other than with respect to conflicts of law envie shall be Miarni-Dade County or the Federal. Courts for the Southern District of Flori SECTION 15. Counterparts. This Disclosure Agreement maexecuted in several counterparts, each of which. shall be an original and all of which s" stitute but one and the same instrument, The Disclosure Dissemination Agent and the Cit ave caused this Continuing Disclosure Agreement to be executed, on the date firstwitte, e, by their respective officers duly authorized, DIGIT SSURANCE CEWFIFICATION, I'm ,L Dissemination Agent Title: THE CITY OF MIAMI, FLORIDA, as City Icy: Narne- hirem1plAD me a - Title. Finance Dire tor MIA1\11/4245441.3 9 SUBSTITUTED notice, send a notice to the Disclosure Dissemination Agent in writing that it objects to such , ime ,ndment. SECTION 13 -Beneficiaries, This Disclosure Agreement shall inure solely to the b of the City, the Disclosure Dissernination Agent, the underwriter, and the Holders froin to time of the Bonds, andsh,)II create no rights 41 any other person or entity, I SECTION 14. ly,gue, Ve This Disclosure Agreenientshall 'be �ffl goed by the laws of the State of Florida (other than with respect to conflicts of laws), Ve shall be Miami -Dade County or the Federal Courisfor the Southern District of Flori(ir 1. florid S,ECTJON 1.5. gaLuj "er I d In u.m This Disclosure Agreement may be e. ted in several 3 counterparts, each of which shall be an original and all of which sh,111 const' /,but one",qnd the s(mix, instrurnerlL The Disclosure Dissernination Agent and the City Wiv� used this Continuing Disclosure Agreement to be executed, on the date first writtentbeir respective officers duly authorized, 111)ZY DIGITAL ASAFANCl : CERTMICATION, L.1—C., as Dffosure Dissenihiation Agent Diana O'Brien Vice President THE MY OF MIAMI, FLORIDA, as City B y. Name: Title: Finance Director MWAV4245441.3 9 I SUBSTITUTED I 11mill NAME AND CUSIP NUMBERS OF 13ONDS Name of City: Obligated Person(s): Name of Bond Issue: Date of Issuance: Date of Official Statement: CUSIP Numbers Tax -Exempt Series 2010A Bonds: CUSIP Numbers Taxable Series 201013 Bonds: MIAMI/4245441. 31 The City of Miarni, Florida The City of Miami, Florida Tax -Exempt Special Obligation Parking Revenue 2010A (Marlins Stadium Project), Taxable Speck Parking Revenue Bonds, Series 2009Marlin, Project) and Special Obligation Parking Reve .2010C (Marlins Stadium Project) July 291-20 10 Julv 212010 593372AA3 59337 AI 593372AC; 9 59337,2AE5 593372AD7 , Series liaiiu Series SUBSTITUTED EXIMIT B NOTICE TO REPOSITORIES OF FAILURE TO FILE ANNUAL Naine of City: Obligated Person(s): Name of Bond Issue: Date of Issuance: Date of Official Statement: The City of Miami, Florida The City of Miami, Florida Tax -Exempt Special Obligation Parking 2009A (Marlins Stadium. Project), Taxal Parking Revenue Bonds, Series 200�913 "0 Project) and Special Obligation Parld 2009C (Marlins Stadium Project) July 29,2 p July 22, 21110 We Bonds, Series Fecial Obligation liras Stadium enue Bonds, Series NOTICE IS HEREBY GIVEN that the City leas zWrovided an Annual Report with respect to the above-named Bonds as required by th isclosure Agreement, dated as of --—, 2010, between the City and Dia* Assurance Certification, I-L.C., as Disclosure Dissen-tination Agent. The City has notifi c, Disclostire Dissemination Agent that it anticipates that the Annual Report will be filed b /Digit-Eads,Assurance Certification, L.L.C., as nral D Is 'CIO Ire isclosure Dissemination Agent, on behalf of the C City ity Dated: cc: City Obligated Person MIAMI/4245441. 3 1, I SUBSTITUTED I IM1191:11 MATERIAL EVENT NOTICE COVER SHEET This cover sheet and material event notice should be sent to Municipal Securities Rulemaking, the State Depository, if applicable, pursuant to Securities arid Exchange Commission Rule l5c2-12(b)(f (D). Issuer's and/or Other Obligated Person's Narne: Issuer's Six -Digit CUSIP Number: or Nine -Digit CU S11} Nuinber(s) of the bonds to which this material event notice Nurnber of pages of attached: Description of Material Event Notice (Check One): I. Principal and interest payment delinquencies 2, Non -Payment related defaults, 3. Unscheduled draws on debt service reserves ting financial difficulties 4. Unscheduled draws on credit enhancement ecting financial difficulties 5, Substitution of credit or liquidity provide r their failure to perform 6Adverse tax opinions or events affecti e tax-exempt status of the security 7. Modifications to rights of securities ers s a e dY e Ib d e r liq" 1. eve of s t'd td enhancement " ides f i a p f e e ro v ti defaults, in s e id I 'v I I se ow I e Cc ace x or failure r securing; 1�ep"I� 8. Bond calls 9. Defeasances 10, Release, substitution, or sale operty securing repayment of the securities 11, Rating changes 12. Failure to provide annua ncial hifiormation as required 13. Other material event n. (specify) fy I hereby represent that I am auffzod by the issuer or its agent to distribute this information publicly: Signature: Name: Title: Employer: Dlgi4talrance Certification, L -1—C. Address: City, State, Z' do: 0 Nurein nber.: Voice Tel Je N41AM114245441, 3 and I SUBSTITUTED I This Certificate and Acknowledgement is made as of July 29 ,010, by and on batialf of Stadium, Parking, LLC, a Delaware limited liability coj gffe'Parking Operator). WHEREAS, on April 15, 2009, the City, the ins Stadhim, Operator, U.C. (the County, for "Stadium Operator"), and Miami -Dade arida political subdivision (solely f ty' terr' purposes of the County provisions it i A Co 1 4 into the City Parking Agreement rde o tered (the "City Parking Agreemenf') to provid, the construction, operation, and use of parking ar a facilities (the "Parking Facilities" be made available to users of the Baseball Stadium; and WHEREAS, pursuant to its righ h or the City Parking Agreement, the Stadium Ito Operator on May 7, 2010, enter an Assignment and Assumption Agreement with Whi its the Parking Operator, a cop is attached hereto and incorporated hereby as Exhibit A; and WHEREAS, ih order nance the Parking Facilities, the City needs to issue its $84,540,000 City of ii, Florida Tax-Exatnpt Special Obligation Parking Revenue, Bonds, Series 201 Marlins Stadium Project) and its $16,830,000 City of Miami, �0 AS 00 0 C Series s 2 City 0 0 R/11d 'r I Marlins Florida Taxable tial Obligation Parking Revenue Bonds, Series 2010B (Marlins -tjN Im (collectively Stadium, Prqj c (collectively die "Series 2010 Bonds") and in connection -kvith the 0.1 I r d co issuance of required continuing disclosure for the Series 2010 Bonds, the Parking Operator be considered an "Obligated Person" under the Applicable Law of Scouriti d Exchange Commission Rule 15r,2-12, including any amendments thereof ("Rul 12); and ffie City desires to provide for continuing compliance with Rule 15c2-12. POW THEREFORE, the Parking Operator certifies to the City and acknowledges as follows: Section 1. For so long as the Series 2010 Bonds shall remain outstanding, and the Parking Operator is an "Obligated Person", the Parking Operator shall provide annual financial information to the City on a timely basis by Januat-y 0 of each year. Such annual 235832 SUBSTITUTED financial information shall consist of aminal financial statements of th. e Parldng Operator (which may be unaudited if the -Parking Operator does not have available audited financial statements) and shall include the calculation of Parking Revenues and P/al7i Surcharges paid or payable to the City. The annual fmancial statementsshal presented in accordance with generally accepted accounting principles in tbe ed States. .A Section 2. This requirement for the Parking Operator to provide such angfffinancial information shall continue forr so long as any of the Series 2010 Bon�,all remain outstanding and the Parking Operator is an "Obligated Person"' with re t to the Series 2010 Bonds. — ATTE, ST: STADI aDelaw re H b' company lila :Teel son y -h 0 .7r, Miche Eusgiere, H[uanGial, Officer Title:Gene a ounsel, V.P. I Flon,( ramarlins, L.P, 235332 2 I SUBSTITUTED I rawomm 1, JEFFREY Ry. BULLOCK, SECRETARY OF STATE Or, THE STJV OF DELAWARE, DO REREBY CERTIFY THE ATTACHED IS A RECT ­ J�� COPY OF ME CERTIFICATE OF FORMATION OF "STADIUM Py' NGI LLC", 'Ar PILED IN THIS OFFICE ON THE SRVENTS DAY OF MAY, 'j 2010, AT A,r 11: 13 0 'CLOCK A.M. r FMJIFi*� F 100475928 may verify this certificate onaxne corp. dolaware . gov/authvar, shtml Jeffrey W. Bullock, Secretary of State AUTHE N TXON: 7979346 C�;T& DATE: 06-07-10 SUBSTITUTED CERTDICATE OF FORMATION M al-AP-1—UM—PARKING. LLC 1. The name of the limited liability company is 2. The address Of its registered office in the State Trust Ceuter, 1209 Orauge Street in the City of i W ff Imijo st Of its registered agent at that address is Tile Com ratio Dated: May 7, 2010 01 MW elaware is c/o, CoWration ounty of New Castle, The name Company. Bayne D, Authorized Person I SUBSTITUTED I LMTED LIABILITY COAVANY AGRE EME NT No STADIUM PARKING, LLC This Limited Liability Company Agreement (this "Agreejneijt 0 S 2'-) f tad* Parking, LLC is entered, into as of the 7(h day of May, 2010 by Marlins Stadium Op r, LIX, 'e'It" of Stad* T p r, �/,tadb, n 0 as sole member (the "Member`"), The Member hereby bility eotnpany pursue 11 i1_1 y forms a limited lia rsu and in. i �jj'n o � I accordance with the Delaware Limited Liability Cornp,,my Act., as amende m time to time (6 Del, Code § 18-101, gt M) (the and agrees as follows: 1. Nm. The name of the limited liability companyhereby is Stadium Parking, LLC (the "Conipmy'). �r 2. Lu-rpQ,,—ie. The Company is formed for the business to be conducted and promoted by the Company for Which limited. liability oompanies may be formed un un limitation, undertaking such functions relating to the may stadium as Member ay doem. necessary or appro necessary or incidental to the foregoing. 11 purUff of, mid the nature of the , ris gaging in any lawful act or activity s e e Act (including, without. opment, construction and financing of and engaging in any and all activities 3. ftj§IM4Office- Re j tered ut. The address of the registered offilco of the ce* Re ister'd Company in, the State of Delaware is c/o orporation "rl-ust Company, Corporation Trust Whining g 7 Center, 1209 Orange Street, Witiningdo lawarz 1980 1, The name of the Company's o ' registered agent at that address is The orationTrust Company. 4. Tcrm� The term e Compaqy shall continue -until the date the Company is ano So .ct 10 dissolved and terminated in ac, e with Section 14. 5. Member. 'ffiamc and the mailing address of the Member are as follo'ws: rheas Stadium Operator, LLC 267 Dan Marino Boulevard Miami, Florida 33056 6, WaDitalContributlons. The Member has contributed $10,00, in cash, and no other property, t Company. Additional Contributions' The Member is not required to make any additional Ations to the Company. The Member shall have no obligation to nude any CURRENT 13520160v1 I SUBSTITUTED I contributions or payments with respect to any negative balance in the Member's capital account. However, the Member may, at its option, make additional capital contributions to the, Company. 8. Loans. The Member may, at any time, make or cause a loan to be in"We to the I Company in any amount and on, such terms as determined by the Member. 9. Powers. In accordance with Section 18-402 of the Act, management of tl Company shall. be vested in the Member. The Member shall have the power to do ally, all acts necessary, convenient or incidental to or for the fin-thcrance of the purposes do ed liercin, including all powers, statutory or otherwise, possessed ley members of a limited Ii- -ity company under the laws of the State of Delaware. In connection with the foregoing., the bor is hereby 'o ea t e of b p0 a power purposes to b d o d .nt d 0 a 11 ted I Y man Ve oft 0 t 0 ed Y co e 11 ere In e 0 i company hereby foregoing, 11 s I _ reb 0 n 0 0� ) and its powers s I tl oljtje 's n ces and. to any '01 the b v authorized and empowered to act through its Officers (as defined in Section, olow) and employees and other persons designated by the Member in carrying out an j all of its powers and authorities under this Agreement, and to delegate any and all of the rs and authorities that the Mej.-nbor possesses under this Agreement to any of its Officer, employees and to any other person designated by the Member. 10. Officers. The Member may, from time to fan the Member dooms advisable, appoint officers of the Company (fhc "Offloers") and assig writing titles (including, without limitation, President, Vice President, Secretary and Tre, to any such person. 'Unloss the Member decides otherwise, if the title is one commonly for officers of a business corporation formed under the Delaware General Corporation Law assignment of such title sliall constitute, "O'n t n Secretary d m C T e �rs a, ed Tr im 0 f nm( assl s that are 0 no commonly Corporation Law the delegation to such parson of the authorities an t ics that are, normally associated with. that authorities i i office. Any delegation pursuant to this Section 10 be revoked at any time by the Member. Each of the following individuals are initially appoi as the Officors of the Company, to serve in the office(s) set forth opposite their nai-ne below their resignation on or removal or until their successor is duly appointed; Name ff Of -floes Jeff'rey Loria Chaixman, CbiefExoeutive Officer David Samson, President, Secretary Micliel, Buss* Senior Vice President, Chief Financial Officer, Treasurer, Assistant Secretary David d Jeffrey L Samson B Lo M Ur a 0 n Claude line Senior Vice President ot 1L Oth siness. 17he Member may engage in or possess an biterest in other ' I with 1 0 W1 business venture nnected with the Company) of every kind and description, independently at 0 'r or with others, e Company shall not have any rights in or to such independent ventures or the, o s therefroin'by virtue income or p/ of t1 -ds Agreement. Allocation —0—f—p—r—of—it,,-4 an —Losses, All of the Company's profits and losses shall be the Member, 2 135201600 .1 SUBSTITUTED I 13. Distributions. Distributions shall be made to the Member at the times n tile ,tim aggregate arriounts determined by the Member. Notwithstanding any provision to /thhWary Me - oil contained in fids, Agreement, the Company shall not make a distribution to tthe M r Oil account of its interest in the Company if such distribution would violate Sectio 607 of the Act or other applicable law, 14, Dissolution. The Company shall dissolve, and its affairs be wound -up, upon 'a the first to occur of the. following.- (a) the written. consent of the Monil (b) the retirement, r _v it resignation or bankruptcy of the Member or t) -ie occurrence, of any o, event which terminates Cut y I the continued membership of the -Member in the Company; or (c) -entry of a d2cree, of judicial dissolution under Section 18-802 of the Act, 15.EmLuf�atjon andIndemnification, No Man r Officer shall be liable to the Company, or any other person or entity who has an inter the, Company, for any loss, damage or claim incurred by reason of any act or omission per" ed or omitted by such Member or Officer in good faith on behalf of the Company and ' manner reasonably believed to be within the scope of the authority conferred on such Mem or Officer by this Agrectaent, except that a Member or Officer shall be liable for any such , damage or claim incurred by reason of such Member's or Officer's willftilinisconduct. o fullest extent Permitted by applicable law, a Member or Officer shall be entitled to inde Ication fi-om the Company for any loss, damage or claim incurred by Such Member or 0 by reason of any act or omissionperformed or omitted by such Member or Offloer in d faith on behalf of the Coinpany and in a manner reasonably believed to be within th PC of the authority conferred on such Member or Officer by this Agreement, except that no naber or Officer shall be entitled to be indeimlificd in respect of any loss, dainage or a incurred by Such Member or Officerby reason of willful misconduct with respect to s acts or omissions; pjovided, however, that any indemnity under this Section 15 shall be pr d out of mid to the extent of Company assets only, and no Member shall have ners liability on account thereof. cuts. The Member may assign in whole or in part its limited liability �sqi" '6 Company iatere's't y transferee. If the, Member transfers all of the Member's interest in the 3 /h, Company pars to this Section 16,the transferee shall be admitted to the Company upon its execution of Istrtiment: signifying its agreement to be bound by the terms and conditions of _0 -4 � . e -2 this Agreei Such admission shall be deemed effective immediately pricer tea the transfer, and, immedi, following such admission, the transferor Member shall cease to be a member of the 17. Admission of AdditionalMembers. One (1) or more additional, members of the ay may be adinittod to the Company with the written consent of the Member. 18. LiabilitV of Members. No Member shall have any liability for the obligations or liabilities of the Company except to the extent provided in the Act. CURRENT 136201600 I SUBSTITUTED I 19. Goven-iina Law, This Agreement shall be governed by and construed in accordance withtine laws of the State of Delaware applicable to agreements made, rid perfbimed entirely in Delaware. 20. Aga e-ndmenla. This Agreement may not be modified, altered, sulwMented or amended except pursuant to a written agreement executed and delivered by tember. 21 Sabi lity of Provisions. Each provision of this, Agree, shall be considered separable and if for any reason any provision or provisions herein are rinined to be invatid, _ , , "n unenforceable or illegal under any existing or future law, such inval unenforecabilAy or illegality shall notimpair the operation of or affect those portloi/nsis Agreement which are valid, enforceable and legal,. 22. No Third Pat v Beneficiaries. This /Agreen, is solely for the benefit of the parties hereto, and nothing in tW,s Agreei-nent shall be d d to create auy legal, equitable or 0� ty to, other third -party beneficiary rights, in my person nat I to this Agreement except, with Is respect to the exculpation and indeninification pro * �� s of Section 15, the Officers, 21 Entire Agreement, This Ap Member with respect to the Company, and understandings with respect to the Compal Constitutes the entire agreement of the les all prior agreements, arrangements and IN Wl" ESS WJ-IFRBF IN. !'L1 the undersigned, intending to be legally bound hereby, has duly executed this Agreement aj the date and. year first above written. MA. LWS STADIUM OPERATOR, LLC 0 B y: Name: JeffreyH. Loria ;i�� Title: Chairman & Chief Executive Officer 4 CURRENT 13520164v1