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2000-24127 RESO CITY OF MIAMI BEACH, FLORIDA RESOLUTION NO. 2000-24127 Adopted on October 18 ,2000 Authorizing and Securing Stormwater Revenue Bonds Miami~ 23074-00014; Ool;woent II, 53 11 v, Section 101. Section 102, Section 103, Section 201. Section 202, Section 203, Section 204, Section 205, Section 206, Section 207, Section 208, Section 209, Section 210, Section 211, Section 212, Section 213, Section 214, Section 215, Section 216, Section 301. Section 302, Section 303, Section 304, Section 305, Section 306, Section 307, TABLE OF CONTENTS Page ARTICLE I DEFINITIONS Meaning of Words and Terms"..,....,.."..,......"..,......,..,......,..,......"....................,..,4 Rules of Construction"..,....,..,.."...."..,..,....,..,..,.. ....,..... ..,..",.. ,......, ...."..,..,.. ....,.. 19 Resolution Constitutes Contract..,..,...."..,..,....,..,......, ,........,....,...., ,..",....".. .....,.. 19 ARTICLE II FORM, EXECUTION, DELIVERY AND REGISTRATION OF BONDS Issuance of Bonds ", """ """" """""""" "", ", ", ", "", "", "", "", "", "", """"""""",.20 Details of Bonds ""'"'''''''''''''''''''''''''''''''''''' ..........,..,.." '"'' ,.... ....,.., '"'''''''' ..,.." ..20 Execution and Form of Bonds.."..,..,...."...."..,....,..,....,......,......,..,..,.................... 22 Authentication of Bonds ", '" ", ", ", '" ", ", ", '" "", ", "", "", "", "", "", """" ", '" ", """,31 Exchange of Bonds"..,...."...."...."...."..,..,...."....,......,....,..,....,.. "'" ..,...."...., ....,...31 Negotiability, Registration and Transfer of Bonds ..............................................31 Ownership of Bonds, ", """""""""""""", '" ", ", "", "", """, ", "", "", ", """""" "",.32 Authorization of Series 2000 Bonds; Negotiated Sale of Series 2000 Bonds......32 Additional Bonds" '" "", ", '" ", ", ", '" ", ", ", ", ", ", "", "", "", "", "", "", ", """ """ ", ",,35 Refunding Bonds "" ", ", ", '" """ ", ", ", ", ", """"", "", "", "", "", "", '" "", ", """ """,.38 State Revolving Fund Indebtedness .....................................................................41 Other Indebtedness""""""""""""""""""""""""""""""""""""""""""""""",41 Temporary Bonds, '" ", ", ", '" ", ", ", '" ", ", ", '" ", "", "", ", """, ", "", "", """""""""",43 Mutilated, Destroyed or Lost Bonds ........,..................................",........"...........,43 Provisions with Respect to Book-Entry System..""..........."........".....................,44 Capital Appreciation Bonds; Capital Appreciation and Income Bonds.."........,..44 ARTICLE III REDEMPTION OF BONDS Redemption GeneraIly """, """", """""" """" ", "", "", "", "", """""", """ """"",,45 Selection of Bonds for Redemption or Purchase.........,....,..................,...............,45 Redemption Notice, ", ", ", ", ", ", ", ", ", ", ", ", ", ", "", "", "", "", "", "", """" '" """"",45 Partial Redemption of Bonds ..,..,...."....,.."..,....,....,....,..,......,..,....,..,....,........,..,..46 Effect of Calling for Redemption..,...."....,...."....,....,......"......,..,....,..,..........,......46 CanceIlation of Bonds ,..,....,.."..,...."..,..,..,.. ,..",.. ..,.. ...., ,........,...."..",....,..".. ......,46 Bonds CaIled for Redemption Deemed Not Outstanding .........,.............,......,....,46 ARTICLE IV CONSTRUCTION FUND Section 401, Construction Fund "..,..,...."........,..,........,......"..,......,.........,......,...."........,..........,48 Miami~ 23074-000 14; DocwDell.t j/, 53 11 vS i Section 402, Section 403, Section 404, Section 405, Section 501. Section 502, Section 503, Section 504, Section 505, Section 506, Section 507, Section 508, Section 509, Section 510, Section 511. Section 512, Section 513, Section 514, Section 515, Section 516, Section 517, Section 518, Section 601. Section 602, Section 603, Section 604, Section 605, Section 701. Section 702, Section 703, Section 704, Section 705, Section 706, Mi-m;23074-000I4;DoounCIII~,53I1rl Payments from Construction Fund"""",,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,48 Cost of Project and Improvements ",,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,.48 Title to Properties Acquired ,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,.49 Disposition of Construction Fund Balance """,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,50 ARTICLE V REVENUES AND FUNDS Stormwater Rates "'..,,, """"'..",, """,".."",,,,,,".., ,,,,, ,,,,, "'" ,,,,,...,, """",,,,,, "",,, ,,51 Rate Covenant" """",,,,,, """.."",,, """.., """""'..,,,,,,,, ,,,,, "", ,,,,, """" """,,,,,, "",51 Annual Budget"" ", '" """" """ ", ", ", ", '" ", ", ", "", "", ", """, "", ", "", """" ", """, ",52 Enterprise Fund """, ", ", ", ", '" ", ", ", ", ", ", ", "", '" "", "", "", "", "", '" "", ", ", """",,53 Debt Service Account and Other Accounts""".."..."""""""..."""""..."""""",,53 Payment of Current Expenses ",,,,,,,,,,,..,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,55 Application of Moneys in Bond Service Subaccount """"""""..."""""..."""",,55 Application of Moneys in Redemption SubaccounL""""..."..."""""...".."",,,,,56 Application of Moneys in Reserve Account """...""""",,,,,,,,,,,,,,,...,,,,,,,,,,,,,,,,,,,57 Application of Moneys in Rate Stabilization AccounL"""""...""""......"""",,59 Application of Moneys in Subordinated Indebtedness Account "..""...""",,,,,,,,,59 Reserved """, "", ", "", ", """ ", ", ", ", ", '" ", ", ", ", "", "", "", "", "", "", ", """"""""",59 Application of Moneys Remaining in Enterprise Fund""""""""" """,,,...,, """,,60 Application of Moneys in Debt Service Account """",,,,,,,,,,,,,,,,,,,...,,,,,,,,,,,,,,,,,,60 Impact Fee Account." ", """"""""""""""""", "", "", ", "", "", "", "", ", """""" "",60 Special Assessment Account '" ", ", ", ", """ ", ", """"" "", "", "", ", "", ", """""" ", ,,61 Money Held in Trust ''''''''''''''''''''''''''''''''''''''''''''''''''''''''''''''''''''''''''''''''''''''''",,61 Cancellation of Bonds, ", """ ", ", ", ", ", ", ", ", """" "", "", "", "", "", """" ", ", '" "",,62 ARTICLE VI DEPOSITARIES OF MONEYS, SECURITY FOR DEPOSITS AND INVESTMENT OF FUNDS Security for Deposits ""'''''''''''''' """ "..",,,,,,,,, ,,,,, ,,,,,,,,,, ,,,,, ,,,,, "", ", """,,,,, ..""",63 Investment of Moneys , ", ", ", '" ", ", ", ", ", ", ", """" "", "", "", "", "", "", """ ", """, ,,63 Valuation of Investment Obligations ",,,,,,,,,,,,,,,,,,,,,,,,,,,..,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,65 Accounting for Funds""""" """,,,,,,,,, """,,,,,,,,, ,,,,, ,,,,,,,,,, ,,,,, ,,,,, ",,, ", """...,,,,,,,,,65 Tax Covenants", ", ", ", ", """ """ """ ", '" ", ", """" "", "", "", "", "", ", "", ", ", """",,65 ARTICLE VII PARTICULAR COVENANTS Payment of Principal, Interest and Premium; Pledge of Net Revenues ......"""",67 Construction of Project and Improvements; Operation of Stormwater Utility ",,67 Consulting Engineers ,,,,,,,,, """'"'''''' """'''''' "'''''''' "", """"" """"",,, """,,, ,,,,,,, ,68 Accountant. ", "", "", '" ", ", ", ", ", ", ", """ """" ", "", "", "", "", "", ", "", """" """, "",68 Insurance """"""""""""""""""""""""""""""""""""""""""""""""""""""" 68 Use of Revenues" "", ", ", ", ", '" ", ", ", ", ", """" ", "", "", "", "", "", "", ", """""" "",,69 ii Section 707, Section 708, Section 709, Section 710, Section 71 L Section 712, Section 713, Section 714, Section 715, Section 80L Section 802, Section 803, Section 804, Section 805, Section 806, Section 807, Section 808, Section 809, Section 810, Records, Accounts and Audits "",,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,...,,...,,,,,...69 Franchises"""""""""""""""""""""""""""""""""""""""""""""""""""""", 70 Supervisory Personnel"" ", ", ", ", ", ", ", '" ", ", "", "", """"" "", "", "", ", "", """"" ",70 Separate Systems ", """" ", ", ", '" ", ", ", ", ", ", ", "", "", "", "", "", "", "", ", """ ", """,70 No Free Service ""'''''''''''''''''''''''''''''''''''''''''''''''''''''''''''''''''''''''''''''''''''''''''''''''' 71 Failure to Pay for Services """",...""""......"""",,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,......,,,,,,,71 Enforcement of CoIIections """""" ", ", '" ", """" "", "", "", "", "", ", "", ", """ ", "",71 Sale or Other Disposition of the Stormwater UtiIity"""""""",,,,,,,,,,,,,,,...,,,,,,,,,,71 Covenants with Providers of Credit Facilities, Liquidity Facilities, Reserve Account Insurance Policies or Reserve Account Letters ofCrediL"""",,,,,,,72 ARTICLE VIII REMEDIES Extension of Interest PaymenL"",,,,,,,,,,,,,,, """" ",,,,,,,, "", ",,, ",,,,,, """"'" "",,,,,, 74 Events of Default" ", ", '" ", ", """ ", ", ", ", ", ", """" "", "", "", "", "", ", "", """ ", """,74 Acceleration 0 f Maturities"""""""""""""""""""""""""""""""""""""""""" 7 5 Enforcement of Remedies",,,,,,,,,,,,,,,,,,,,,,,,,,,,,, "", ,,,,,,,,,, ,,,,, ,,,,, ",,,,,, ,,,,,,,, ,,,,,,,,,,, 75 Pro Rata Application of Funds """,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,77 Effect of Discontinuance of Proceedings ",,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,78 Restrictions on Individual Bondholder Actions ,,,,,,,,,,,,,...,,,,,,,,,,...,,,,,,,,,,,,,,,,,,,,,,78 No Remedy Exclusive """"""""""""'" """",,, ",,,,,, "",,,,,, "",,, ", ,,,,,,,, '"'''''' ",,,,, 78 Delay Not a Waiver """"""'"'''''''''''''''''''''''''''''''''''''''''''''''''''''''''''''''''''''''',,,,,,,79 Right to Enforce Payment ofBonds...""""""..."""""..."""""""..."""""""""",79 ARTICLE IX EXECUTION OF INSTRUMENTS BY BONDHOLDERS AND PROOF OF OWNERSHIP OF BONDS Section 901, Execution of Instruments by Bondholders and Proof of Ownership of Bonds ",,80 ARTICLE X SUPPLEMENTAL RESOLUTIONS Section 100L Supplemental Resolution without Bondholders' ConsenL..."""""..."""",,,,,,,,,81 Section 1002, Supplemental Resolution with Bondholders' ConsenL""""..."""""...""""""",82 Section 1003, Supplemental Resolutions Part ofResolution..."""""""""""..."""",,,,,...,,,,,,,,,,83 ARTICLE XI DEFEASANCE Section 1101, Cessation of Interests ofBondhoIders,,,,,,,,,,,,,,,,,,,...,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,84 Miami; 23014-OOQI<4; Doculno'll If: S311VS 111 ARTICLE XII PROVISIONS RELATING TO THE BOND INSURER Section 1201. Provisions Relating to the Bond Insurer ......",,,,..........,,,..............,,,......,..............,86 ARTICLE XIII MISCELLANEOUS PROVISIONS Section 1301, Effect of Covenants ......,..,..,..,..,..,..,..,....,,,,,......,,....,......,......,..,..........,..,......,,,..,,92 Section 1302, Manner of Giving Notice ,..,...."..,..,..,..,....,........,......,..,........,..,..,..,....,..........",..,92 Section 1303, Successorship of Bond Registrar"..,..,...."..,..",..,....,......,......,..,..,......"....,.."......,92 Section 1304, Successorship of City Officers "..,..,..,....,.."..,......,..,....,....,....,....,..,....,........,......,93 Section 1305, Substitute Publication...."..,....,.."..,.. ......,..,..,..,.. ....,..,.. '"'''''''''''' ,..",.. ,.........., ..",93 Section 1306, Inconsistent Resolutions, ", """ ", ", ", ", ", ", ", """" "", "", "", "", "", ", "", ", ", """, ,,93 Section 1307, Further Acts ,....,......"..,..,..,..,...."..,..,..,..,..,..,............,..,......,............,................"..93 Section 1308, Headings Not Part ofResoIution........,,,,..............,,,..............,,,..........,,,,,,,,,,,,......93 Section 1309, Beneficiaries under Resolution ..........",......",,,,............,,,..,,,..........,,,..,,,..........,,,93 Section 1310, Effect of Partial Invalidity ",,,,............,,,..............,,,............,..............,..,,,..........,..94 Section 1311. Payments Due on Days That Are Not Business Days..........",............................,94 Section 1312, Resolution Effective """""'"''''''''''''''''''''''''''''''''''''''''''''''''''''''''''''''''''''''''''''....94 EXHIBIT A - THE PROJECT iv MiIllDi;23074-00014; Dmunml#,3311v:5 RESOLUTION NO. 2000-24127 RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA AUTHORIZING THE ISSUANCE OF CITY OF MIAMI BEACH, FLORIDA STORMWATER REVENUE BONDS, SERIES 2000, IN AN AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $57,500,000, FOR THE PURPOSE OF PAYING A PORTION OF THE COST (AS DEFINED HEREIN) OF IMPROVEMENTS TO THE CITY'S STORMWATER UTILITY; PROVIDING FOR THE ISSUANCE OF ADDITIONAL STORMWATER REVENUE BONDS AND THE INCURRENCE OF OTHER TYPES OF INDEBTEDNESS OF THE CITY TO PAY ALL OR PART OF THE COST OF ADDITIONAL IMPROVEMENTS TO THE CITY'S STORMWATER UTILITY AND FOR REFUNDING OUTSTANDING STORMWATER REVENUE BONDS; PROVIDING FOR THE PAYMENT OF SUCH BONDS, OTHER UTILITY DEBT AND THE INTEREST THEREON; SETTING FORTH THE RIGHTS AND REMEDIES OF THE HOLDERS OF SUCH BONDS AND OTHER INDEBTEDNESS; PROVIDING CERTAIN DETAILS OF THE SERIES 2000 BONDS; DELEGATING CERTAIN MATTERS IN CONNECTION WITH THE ISSUANCE OF THE SERIES 2000 BONDS TO THE MAYOR; APPOINTING A BOND REGISTRAR FOR THE SERIES 2000 BONDS; AUTHORIZING THE NEGOTIATED SALE OF THE SERIES 2000 BONDS AND APPROVING THE FORM, EXECUTION AND DELIVERY OF THE BOND PURCHASE AGREEMENT FOR THE SERIES 2000 BONDS; APPROVING THE FORM OF PRELIMINARY OFFICIAL STATEMENT FOR THE SERIES 2000 BONDS AND AUTHORIZING THE EXECUTION AND DELIVERY OF THE OFFICIAL STATEMENT FOR THE SERIES 2000 BONDS; PROVIDING FOR A CREDIT FACILITY AND A RESERVE ACCOUNT INSURANCE POLICY AND APPROVING THE FORM, EXECUTION AND DELIVERY OF A DEBT SERVICE RESERVE FUND POLICY AGREEMENT WITH THE PROVIDER THEREOF; COVENANTING TO PROVIDE CONTINUING DISCLOSURE IN CONNECTION WITH THE SERIES 2000 BONDS IN ACCORDANCE WITH SECURITIES AND EXCHANGE COMMISSION RULE 15c2-12 AND APPROVING THE FORM, EXECUTION AND DELIVERY OF A COMMITMENT WITH RESPECT THERETO; AUTHORIZING OFFICIALS OF THE CITY TO TAKE ALL NECESSARY ACTIONS IN CONNECTION WITH THE ISSUANCE OF THE SERIES 2000 BONDS; PROVIDING A SEVERABILITY CLAUSE, A REPEALER PROVISION AND PROVIDING AN EFFECTIVE DATE. Miami.; 23074000014; DocuII1cnl II: 5311v5 WHEREAS, the City of Miami Beach, Florida (the "City") is a municipal corporation in Miami-Dade County, Florida (the "County"), duly organized and existing under the Constitution and laws of the State of Florida (the "State"), including particularly Chapter 166, Florida Statutes, as amended, and the City of Miami Beach Charter (together, the "Enabling Act"); and WHEREAS, under the authority granted by the Enabling Act and Section 403,0893(1), Florida Statutes, as amended (together with the Enabling Act, the "Act"), the City has the power and authority to acquire, own, maintain and operate on a revenue-producing basis a stormwater management utility system and the City currently owns, maintains and operates a stormwater management utility system (the "Stormwater Utility"); and WHEREAS, under the authority granted by the Act, the City is further authorized to issue stormwater revenue bonds to pay the cost of Improvements (hereinafter defined) to the Stormwater Utility and to pledge for the payment of such revenue bonds the Net Revenues (hereinafter defined) of the Stormwater Utility and, to the extent and in the manner hereinafter provided, the Impact Fees and Special Assessments (each as hereinafter defined); and WHEREAS, certain improvements to the Stormwater Utility consisting of the Project (hereinafter defined) are necessary and desirable for the furtherance of the health, safety and welfare of the users of the Stormwater Utility and the residents of the City; and WHEREAS, the City has determined to issue its Stormwater Revenue Bonds, Series 2000 (the "Series 2000 Bonds") payable solely from and secured by a pledge of the Net Revenues for the purpose of paying a portion of the Cost (hereinafter defined) of the Project; and WHEREAS, the Commission (hereinafter defined) has determined that it is in the best interests of the City to delegate to the Mayor (hereinafter defined), who shall rely upon the recommendations of the Finance Director (hereinafter defined) and Dain Rauscher Incorporated, the City's financial advisor with respect to the issuance of the Series 2000 Bonds (the "Financial Advisor"), the determination of various terms of the Series 2000 Bonds, the final award of the Series 2000 Bonds, including execution and delivery of a Bond Purchase Agreement, and other actions necessary or desirable in connection with the issuance of the Series 2000 Bonds, subject to the limitations herein, which provisions shall be contained in a certificate of the Mayor (the "Mayor's Certificate") executed at the time of final award ofthe Series 2000 Bonds; and WHEREAS, because of the character of the Series 2000 Bonds, the complexity of structuring a new system-wide financing program for a stormwater utility and prevailing market conditions, and based upon the recommendations of the Financial Advisor, the Commission has further determined that the sale of the Series 2000 Bonds on the basis of a negotiated sale rather than a public sale by competitive bid is in the best interests of the City; and WHEREAS, the City has determined to provide in this Resolution for authorizing the issuance hereafter of other Stormwater Revenue Bonds and other forms of indebtedness of the City payable from the Net Revenues and, to the extent and in the manner hereinafter provided, the Impact Fees and Special Assessments, under this Resolution for the purpose of paying all or any part of the cost of any other improvements, renewals and replacements of the Stormwater 2 Miami; 23074-00014; Docuamt" S311VS Utility or any part thereof and such extensions and additions thereto as may be necessary or desirable, in the judgment of the City, to keep the same in proper condition for the safe, efficient and economic operation thereof or to refund or refinance all or a portion of the Bonds or any series thereof or other indebtedness of the City incurred with respect to the Stormwater Utility then outstanding, and to prescribe the terms and conditions under which such Bonds and other indebtedness may be authorized and issued; NOW THEREFORE, BE IT DULY RESOLVED BY THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA: 3 Miami; 23074-000t..; Docwn""I/, 5311vS ARTICLE I DEFINITIONS Section 101. Meaning of Words and Terms, In addition to words and terms elsewhere defined in this Resolution, the folIowing words and terms as used in this Resolution shalI have the folIowing meaning, unless some other meaning is plainly intended: "Accountant" shalI mean the independent certified public accountant or firm of independent certified public accountants which shalI have a favorable reputation for skilI and experience in accounting matters at the time and during the period employed by the City under the provisions of Section 704 of this Resolution to perform and carry out the duties imposed on the Accountant by this Resolution, "Accreted Value" shalI mean, as of any date of computation with respect to any Capital Appreciation Bond, an amount equal to the principal amount of such Bond (the principal amount on the date of original issuance), plus the interest accrued on such Bond from the date of original issuance to the Interest Payment Date next preceding the date of computation or the date of computation if an Interest Payment Date, compounded periodicalIy at the times provided for in the Mayor's Certificate with respect to the Series 2000 Bonds or pursuant to the Series Resolution authorizing the issuance of any other Bonds with respect to such other Bonds, and if such date of computation is not an Interest Payment Date, a portion of the difference between the Accreted Value as of the immediately preceding Interest Payment Date (or the date of original issuance if such date of computation is prior to the first Interest Payment Date) and the Accreted Value as of the immediately succeeding Interest Payment Date, calculated based on the assumption that Accreted Value accrues during any period in equal daily amounts on the basis of a year of twelve 30-day months, "Act" shalI have the meaning ascribed to it in the recitals to this Resolution, "Additional Bonds" shalI mean the Bonds issued at any time under the provisions of Section 209 ofthis Resolution, "Alternative Parity Debt" means indebtedness of the City (including the assumption or guarantee of the debts of others) or borrowed money (including refunding or refinancing of then existing indebtedness and leases capitalized in accordance with generalIy accepted accounting principles) incurred in accordance with Section 212 of this Resolution, "Amortization Requirements" shalI mean the amounts required to be deposited in the Redemption Subaccount for any Series of Bonds for the purpose of redeeming prior to their maturity and paying at their maturity the Term Bonds of any Series, issued pursuant to this Resolution, the specific amounts and dates to be determined in the Mayor's Certificate with respect to the Series 2000 Bonds or pursuant to a Series Resolution relating to any other Series of Bonds with respect to such other Bonds, "Annual Budget" shalI mean the Annual Budget adopted pursuant to Section 503 of this Resolution, 4 Mioml; 2J074-00014~ DocwIiIllll .: 5311 vS "Appreciated Value" shaH mean, (i) as of any date of computation with respect to any Capital Appreciation and Income Bond up to the Interest Commencement Date set forth in the Mayor's Certificate with respect to any Series 2000 Bond or pursuant to the Series Resolution for any other Series of Bonds with respect to such other Bond, an amount equal to the principal amount of such Bond (the principal amount on the date of original issuance) plus the interest accrued on such Bond from the date of original issuance of such Bond to the Interest Payment Date next preceding the date of computation or the date of computation if an Interest Payment Date, such increased value to accrue at the stated rate per annum of such Bond compounded on the Interest Payment Dates of such year, plus, if such date of computation shaH not be an Interest Payment Date, a portion of the difference between the Appreciated Value as of the immediately preceding Interest Payment Date (or the date of original issuance if the date of computation is prior to the first Interest Payment Date succeeding the date of original issuance) and the Appreciated Value as of the immediately succeeding Interest Payment Date calculated based upon an assumption that Appreciated Value accrues during any semi-annual period in equal daily amounts on the basis of a year of twelve 30-day months and (ii) as of any date of computation on and after the Interest Commencement Date, the Appreciated Value on the Interest Commencement Date, "Arbitrage Rebate Fund" shaH mean a fund or funds established by the City for the deposit of moneys necessary for payments required to be made to the United States of America in connection with any Series of Bonds or Utility Debt subject to arbitrage rebate requirements under the Code, The moneys in such fund or funds shaH be applied only for the purposes for which such fund or funds are established and shaH not be subject to a lien or charge in favor of Holders of any Bonds or holders of any Utility Debt and shaH not be pledged as security for the payment of any Bonds or Utility Debt "BaHoon Indebtedness" shaH mean any maturity of a Series of Bonds which is not required by the terms of the Series Resolution pursuant to which such Series of Bonds are issued to be amortized by redemption prior to its maturity, if such maturity of such Series of Bonds constitutes twenty-five per centum (25%) or more of the aggregate principal amount of such Series of Bonds, "Bond Counsel" shaH mean Squire, Sanders & Dempsey L.L.P" or another lawyer or law firm selected by the City of favorable national reputation for skilI in matters relating to tax- exempt municipal bonds, "Bond Insurance Policy" shaH mean the municipal bond new issue insurance policy issued by the Bond Insurer that guarantees payment of principal of and interest on the Series 2000 Bonds and which shall constitute a Credit Facility hereunder, "Bond Insurer" shaH mean Financial Guaranty Insurance Company, a New York stock insurance company, or any successor thereto, "Bond Purchase Agreement" shaH mean the Bond Purchase Agreement to be entered into between the City and the Underwriters in connection with the issuance of the Series 2000 Bonds, 5 Miami; 23074-00014; DocwIIcnlll: 5JllvS "Bond Registrar" shaH mean (i) with respect to the Series 2000 Bonds, First Union National Bank, and (ii) with respect to any other Series of Bonds, a bank or trust company, either within or without the State of Florida, designated as such by the Commission in the Series Resolution authorizing such Series of Bonds, each of which shaH perform such functions as Bond Registrar as are required by Article II of this Resolution, "Bonds" shaH mean coHectiveIy the Bonds issued under the provisions of Article II of this Resolution, "Bondholders" or "Holders" shaH mean the registered owners of the Bonds, "Bond Service Subaccount" shaH mean the Bond Service Subaccount, a special subaccount within the Debt Service Account created and designated by Section 505 of this Resolution, "Capital Appreciation Bond" shall mean any Bond or Bonds of a Series issued under this Resolution as to which interest is compounded periodically on each of the applicable periodic dates designated for compounding in the Mayor's Certificate with respect to the Series 2000 Bonds or pursuant to the Series Resolution for any other Series of Bonds with respect to such other Bonds and payable in an amount equal to the then current Accreted Value to the date of maturity or redemption prior to maturity as designated in such Mayor's Certificate or Series Resolution and which may be either Serial Bonds or Term Bonds, "Capital Appreciation and Income Bonds" shall mean any Bond or Bonds of a Series issued under this Resolution as to which accruing interest is not payable prior to the Interest Commencement Date specified in the Mayor's Certificate with respect to the Series 2000 Bonds or pursuant to the Series Resolution for any other Series of Bonds with respect to such other Bonds and the Appreciated Value for such Bonds is compounded periodicaHy on certain dates designated in such Mayor's Certificate or Series Resolution prior to the Interest Commencement Date for such Capital Appreciation and Income Bonds and which may be either Serial Bonds or Term Bonds, "Capital Expenditures" shall mean all expenditures made for extensions, additions, improvements, renewals and replacements (other than ordinary maintenance and repairs) acquired, constructed or installed for the purpose of preserving, extending, increasing or improving the service rendered by the Stormwater Utility or for reducing the cost of operation, and shaH include the cost of purchasing and installing such equipment and appurtenances as may be necessary to meet the demands upon the Stormwater Utility; Capital Expenditures shaH also include the acquisition of such lands and rights-of-way and such engineering, legal and administrative expenses as may be required in connection with the foregoing, "City" shaH mean the City of Miami Beach, Florida, a municipal corporation duly organized and existing under the Constitution and laws of the State of Florida, and any successors thereto, 6 Miami; 23074-00014; Dceumcnt/ll: S311VS "City Attorney" shall mean the City Attorney of the City, his or her designated assistant or the officer succeeding to his or her principal functions, "City Clerk" shall mean the City Clerk of the City or his or her designee or the officer succeeding to his or her principal functions, "City Manager" shall mean the City Manager of the City or his or her designee or the officer succeeding to his or her principal functions, "Code" shall mean the Internal Revenue Code of 1986, as amended from time to time, and the regulations promulgated thereunder and, to the extent applicable, under the Internal Revenue Code of 1954, as amended, "Commission" shall mean the Mayor and City Commission of the City or the commission, board or body in which the general legislative power of the City shall be vested, "Completion Date" shall mean the date of completion of the acquisition or construction of the Project or of any Improvements, as the case may be, as such date shall be certified pursuant to the requirements of Section 405 of this Resolution, "Construction Fund" shall mean the Stormwater Construction Fund, a special fund created and designated by Section 401 of this Resolution, "Consulting Engineers" shall mean one or more licensed professional engineers or firms of professional engineers at the time employed by the City under the provisions of Section 703 of this Resolution to perform and carry out the duties imposed on the Consulting Engineers by this Resolution, "Continuing Disclosure Commitment" shall mean the Continuing Disclosure Commitment to be delivered by the City in connection with the issuance of the Series 2000 Bonds, "Convertible Bonds" shall mean Bonds issued under this Resolution which are convertible, at the option of the City, into a form of Bonds which are permitted by this Resolution other than the form of such Bonds at the time they were issued, "Cost" as applied to the Project or any Improvements, shall embrace the costs of acquisition and construction and all obligations and expenses and all items of cost which are set forth in Section 403 of this Resolution, "County" shall mean Miami-Dade County, Florida, a political subdivision of the State of Florida, and any successors thereto, "Credit Facility" shall mean an irrevocable letter of credit, policy of municipal bond insurance, guaranty, purchase agreement, credit agreement, surety bond or similar facility in which the entity providing such facility irrevocably agrees to provide funds to make payment of 7 Mi..mi;23074-000I<4;Docluncalll:S31IvS the principal of and interest on Bonds or Utility Debt provided that such entity is at the time of providing such facility of sufficient credit quality to entitle debt backed by its facilities to be rated in one of the two highest long-term rating categories (without regard to any gradations within such categories) by Fitch, Moody's or Standard & Poor's, "Current Expenses" shall mean the City's reasonable and necessary current expenses of maintenance, repair and operation of the Stormwater Utility and shall include, without limiting the generality of the foregoing, all ordinary and usual expenses of maintenance and repair, which may include expenses not annually recurring, any reasonable payments to pension or retirement funds properly chargeable to the Stormwater Utility, insurance premiums, engineering expenses relating to maintenance, repair and operation, fees and expenses of the Bond Registrar, legal and accounting expenses, any fees, fines, or penalties lawfully imposed on the Stormwater Utility, any taxes which may be lawfully imposed on the Stormwater Utility or its income or operations and reserves for such taxes, annual fees for the maintenance of Credit Facilities, Liquidity Facilities, Reserve Account Insurance Policies, Reserve Accounts Letters of Credit or Interest Rate Swaps (other than payments due under an Interest Rate Swap on a parity with interest due on the Bonds and termination payments thereunder), and any other expenses required to be paid by the City in connection with the Stormwater Utility under the provisions of this Resolution or by law, including any amounts required from time to time to pay arbitrage rebate under the Code to the United States of America directly or to fund the Arbitrage Rebate Fund, but shall not include any reserves for extraordinary maintenance or repair, or any allowance for depreciation, or any administrative expenses payable to the City's General Fund, or any deposits or transfers to the credit of the Debt Service Account, the Reserve Account, the Rate Stabilization Account, the Subordinated Indebtedness Account, the Impact Fee Account or the Special Assessment Account. "Current Interest Bonds" shall mean Bonds the interest on which is payable to the Bondholder on the Interest Payment Dates with respect thereto and not only at the maturity thereof. "Daily Newspaper" shall mean a newspaper published in the English language on at least three (3) business days in each calendar week "Debt Service Account" shall mean the Stormwater Revenue Bonds Debt Service Account, a special account within the Enterprise Fund created and designated by Section 505 of this Resolution, "Defaulted Interest" shall have the meaning attributed to such term in Section 202 of this Resolution, "DTC" shall mean The Depository Trust Company, New York, New York, its successors and their assigns, "Depositary" shall mean any bank or trust company duly authorized by law to engage in the banking business and designated by the Finance Director as a depositary of moneys under the provisions of this Resolution, 8 Milllbi; 23074-0001"~ DocwIiml jj, S311 v5 "Enterprise Fund" shaH mean the Stormwater Enterprise Fund, the special fund described in Section 504 of this Resolution, "Finance Director" shaH mean the Director of Finance of the City or the officer succeeding to his or her principal functions, "Financial Statements" shaH mean the audited financial statements of the City relating to the Stormwater Utility, prepared in accordance with generaHy accepted accounting principles applicable to stormwater management utility systems owned by cities, which in the case of the Stormwater Utility may be those portions of the City's Consolidated Audited Financial Report relating to the Stormwater Utility, "Fiscal Year" shaH mean the period commencing on the first day of October and ending on the last day of September of the foHowing year as the same may be amended from time to time to conform to the fiscal year of the City, "Fitch" shaH mean Fitch Inc" its successors and assigns, and if such entity no longer performs the functions of a securities rating agency, "Fitch" shaH refer to any other nationaIIy recognized securities rating agency designated by the City in a written certificate filed with the City Clerk, "Government Obligations" shaH mean any of the foHowing, to the extent the same is legal for the investment of public funds under State law: (i) direct general obligations of, or obligations the timely payment of the principal of and interest on which are unconditionaIIy guaranteed by, the United States of America; (ii) obligations issued or guaranteed by any instrumentality or agency of the United States of America, whether now existing or hereafter organized, including but not limited to those of the Federal Financing Bank, the members of the Farm Credit System whether individuaIIy or consolidated, Federal Home Loan Banks, the Export-Import Bank, Government National Mortgage Association and the Tennessee VaIIey Authority; (iii) evidences of ownership of proportionate interests in future interest or principal payments on specified obligations described in clause (i) of this definition held by a bank or trust company as custodian, under which the owner of the investment is the real party in interest and has the right to proceed directly and individuaIIy against the obligor on the underlying obligations described in clause (i) of this definition, and which underlying obligations are not available to satisfy any claim of the custodian or any person claiming through the custodian or to whom the custodian may be obligated; and (iv) municipal obligations, the timely payment of the principal of, interest on and redemption premium, if any, on which are irrevocably secured by obligations described in clause (i) of this definition which wi!! provide sufficient moneys for the 9 Miami~2307<4-000I.;DocuncuU:S3I1vS payment of the principal of, interest on and redemption premium, if any, of such municipal obligations and which obligations described in clause (i) have been deposited in an escrow account irrevocably pledged to the payment of the principal of, interest on and redemption premium, if any, of such municipal obligations, "Impact Fee Account" shaIl mean the Stormwater Impact Fee Account, a special account within the Enterprise Fund created and designated pursuant to Section 515 of this Resolution, the moneys in which shaIl be pledged and applied as set forth in Section 515 of this Resolution, "Impact Fees" shaIl mean all nonrefundable (except at the option of the City or by operation of law) capital recovery charges, poIlution control fees, capacity charges and other similar fees and charges separately imposed by the City as a nonuser capacity charge for the proportionate share of the cost of expanding, oversizing, separating or constructing Improvements to the Stormwater Utility and any investment earnings from the investment of funds on deposit in the Impact Fee Account, but excluding any charges imposed by the City on persons connecting to the Stormwater Utility for the cost of physicaIly connecting thereto, such as the costs of excavation, plumbing and landscaping, "Improvements" shaIl mean such improvements, renewals and replacements of the Stormwater Utility or any part thereof and such extensions and additions thereto as may be necessary or desirable, in the judgment of the City, to keep the same in proper condition for the safe, efficient and economic operation thereof and to integrate into the Stormwater Utility any unit or part thereof, and shaIl include such land, structures and facilities as may be authorized to be acquired or constructed by the City under the provisions of State law and such improvements, renewals and replacements of such land, structures and facilities and the Stormwater Utility and such extensions and additions thereto as may be necessary or desirable for continuous and efficient service to the public, "Interest Commencement Date" shaIl mean, with respect to any Capital Appreciation and Income Bonds, the date specified in the Mayor's Certificate with respect to the Series 2000 Bonds or pursuant to the Series Resolution for any other Series of Bonds with respect to such Bonds (which date must be prior to the maturity date of such Bonds) after which interest accruing on such Bonds shaIl be payable semi-annuaIly with the first such payment date being the applicable Interest Payment Date immediately succeeding such Interest Commencement Date, "Interest Payment Date" shaIl mean the dates for the payment of interest on a Series of Bonds as shaIl be established in the Mayor's Certificate with respect to the Series 2000 Bonds or pursuant to the Series Resolution for any other Series of Bonds with respect to such Bonds, "Interest Rate Swap" shaIl mean an agreement in writing by and between the City and another entity (the "Counterparty") pursuant to which (i) the City agrees to pay to the Counterparty an amount, either at one time or periodicaIly, which is determined by reference to a rate of interest or formula and a "notional" amount specified in such agreement, during the period specified in such agreement and (ii) the Counterparty agrees to pay to the City an amount, either at one time or periodicaIly, which is determined by reference to a different rate of interest 10 Miami~ 23074-0001<4; DocumCllt': s311vs or formula but the same "notional" amount specified in such agreement, during the period specified in such agreement "Interim Bonds or Notes" shaIl mean bonds or notes issued by the City with a final maturity not longer than 60 months (or longer period if then so permitted by the provisions of State law relating to the issuance of bond anticipation notes by municipalities) in anticipation of the refinancing thereof from all or a portion of the proceeds of a Series of Bonds issued under this Resolution or from all or a portion of the proceeds of State Revolving Fund Indebtedness, "Investment Obligations" shaIl mean and include such obligations as are legal for the investment of public funds by the City under State law, "Letter of Representations" shaIl mean the letter of representations from the City to DTC with respect to Bonds deposited with DTC under its book-entry system, "Liquidity Facility" shaIl mean a letter of credit, policy of municipal bond insurance, guaranty, purchase agreement, line of credit or similar facility in which the entity providing such facility agrees to provide funds to pay the purchase price of Optional Tender Bonds upon their tender by the Holders of Optional Tender Bonds provided that such entity is at the time of providing such facility of sufficient credit quality to entitle debt backed by its facilities to be rated in one of the two highest short-term rating categories (without regard to any gradations within such categories) in which providers of similar facilities are then rated by Fitch, Moody's or Standard & Poor's, "Maximum Principal and Interest Requirements" shaIl mean the maximum amount of Principal and Interest Requirements for any Fiscal Year, "Mayor" shaIl mean the Mayor of the City, or in his or her absence, the Vice Mayor of the City, or the officer succeeding to his or her principal functions, "Mayor's Certificate" shaIl mean the certificate to be executed by the Mayor prior to or at the time of the execution of the Bond Purchase Agreement, which shaIl provide the details of the Series 2000 Bonds, "Moody's" shaIl mean Moody's Investors Service, Inc" its successors and assigns, and if such entity no longer performs the functions of a securities rating agency, "Moody's" shaIl refer to any other nationaIly recognized securities rating agency designated by the City in a written certificate filed with the City Clerk, "Net Revenues" for any particular period shaIl mean the amount of Revenues for such period less the Current Expenses for such period, "Official Statement" shaIl mean the Official Statement to be delivered by the City in connection with the issuance of the Series 2000 Bonds, 11 w-i; 23074-00014; Ool:unmt#, S311VS "Optional Tender Bonds" shall mean all or the portion of a Series of Bonds issued under this Resolution, a feature of which is an option on the part ofthe Holders of such Bonds to tender such Bonds to the City, a trustee or other fiduciary for such Holders for payment prior to stated maturity, "Outstanding" shall mean, when used with respect to the Bonds, all Bonds theretofore delivered except: (a) Bonds paid, redeemed or delivered to or acquired by the City and cancelled; and (b) Bonds deemed to have been paid in accordance with Section 307 or Section 1101 ofthis Resolution, "Preliminary Official Statement" shall mean the Preliminary Official Statement to be delivered by the City in connection with the issuance of the Series 2000 Bonds, "Principal" or "principal" shall mean, (i) with respect to Current Interest Bonds, the stated principal amount thereof, (ii) with respect to Capital Appreciation Bonds, the Accreted Value thereof, as of any particular date of determination, and (iii) with respect to Capital Appreciation and Income Bonds, the Appreciated Value thereof, as of any particular date of determination, "Principal and Interest Requirements" shall mean the respective amounts which are required in each Fiscal Year to provide: (i) for paying the interest on all Bonds then Outstanding which is payable on each Interest Payment Date in such Fiscal Year, and (ii) for paying the principal of all Serial Bonds then Outstanding which is payable upon the maturity of Serial Bonds in such Fiscal Year, and (iii) the Amortization Requirements for the Term Bonds of such Series for such Fiscal Year, In determining the amount of the Principal and Interest Requirements for any Fiscal Year, the following rules shall apply: (a) with respect to Variable Rate Bonds, the interest rate shall be assumed to be the average rate of interest for all Variable Rate Bonds for the prior Fiscal Year or portion thereof while said Bonds were Outstanding or if there were no Variable Rate Bonds Outstanding during such prior Fiscal Year, then the lesser of (i) the initial rate of interest on such Variable Rate Bonds and (ii) the average rate of interest for the Prior Fiscal Year under a published variable interest rate index selected by the financial advisor to the City which is generally consistent with the rate of interest such Bonds shall bear; "average rate" with respect to Outstanding Variable Rate Bonds shall mean the rate 12 Miami; 23074-00014; DoewDIIIlI.:531Irl determined by dividing the total annualized amount of interest paid on Variable Rate Bonds in such Fiscal Year or portion thereof by the average principal amount of Variable Rate Bonds Outstanding during such Fiscal Year or portion thereof; (b) with respect to Interim Bonds or Notes, interest only and not the principal shaIl be included in Principal and Interest Requirements if the Series of Bonds or the State Revolving Fund Indebtedness all or a portion of the proceeds of which are expected to be used to refinance such Interim Bonds or Notes have been duly authorized by the City; provided, however, none of the interest or principal on Interim Bonds or Notes shaIl be included in Principal and Interest Requirements if the Commission shaIl determine in the resolution authorizing the issuance of such Interim Bonds or Notes that such Interim Bonds or Notes shaIl be Subordinated Indebtedness hereunder; (c) with respect to Optional Tender Bonds, Principal and Interest Requirements shaIl not include the principal amount of such Optional Tender Bonds payable upon exercise by the holders thereof of the option to tender such Bonds for purchase to the extent and for so long as a Liquidity Facility shaIl be in fuIl force and effect with respect to such Optional Tender Bonds but shaIl include the regularly scheduled principal payments on such Optional Tender Bonds, either upon payment at maturity or redemption in satisfaction of the Amortization Requirements for such Optional Tender Bonds; provided, however, that during any period of time after the issuer of the Liquidity Facility or any Credit Facility has advanced funds thereunder and before such amount is repaid, Principal and Interest Requirements shaIl include the principal amount so advanced and interest thereon, in accordance with the principal repayment schedule and interest rate or rates specified in the Liquidity Facility or the Credit Facility; (d) with respect to Capital Appreciation Bonds, the principal and interest portions of the Accreted Value becoming due at maturity or by virtue of an Amortization Requirement shaIl be included in the calculations of Principal and Interest Requirements in the Fiscal Year in which said principal and interest are due and payable; (e) with respect to Capital Appreciation and Income Bonds, the principal and interest portions of the Appreciated Value becoming due at maturity or by virtue of an Amortization Requirement shaIl be included in the calculations of Principal and Interest Requirements in the Fiscal Year in which said principal and interest are due and payable; (f) with respect to BaIloon Indebtedness, there shall be taken into account in each Fiscal Year the amount of principal of such BaIloon Indebtedness that would be payable in such Fiscal Year if the principal of such BaIloon Indebtedness were amortized from the date of issuance thereof over a period of thirty (30) years on a level annual debt service basis; (g) if all or a portion of principal of or interest on a Series of Bonds is payable from the proceeds of such Bonds or from other amounts set aside irrevocably for such purpose, together with projected earnings thereon to the extent such earnings are 13 Miami~ 23074-000 14; DoculIIClllt #: $3 \I vS projected to be from Investment Obligations, such principal or interest on such Series of Bonds shall not be included in Principal and Interest Requirements; (h) To the extent that the City has entered into an Interest Rate Swap with respect to any Bonds and notwithstanding the provisions of clauses (a) through (g) above, while the Interest Rate Swap is in effect and the Counterparty has not defaulted thereunder, the interest rate with respect to the principal amount of such Bonds equal to the "notional" amount specified in the Interest Rate Swap shall be assumed to be (i) if the City's payment obligations under the Interest Rate Swap are computed based upon a fixed rate of interest, the actual rate of interest upon which the City's payment obligations are computed under such Interest Rate Swap and (ii) if the City's payment obligations under the Interest Rate Swap are computed based upon a variable rate of interest, the average rate of interest for the City's payment obligations under the Interest Rate Swap for the prior Fiscal Year or portion thereof while the Interest Rate Swap was in effect or if the Interest Rate Swap was not in effect during such prior Fiscal Year, then the lesser of (x) the initial rate of interest for the City's payment obligations under the Interest Rate Swap and (y) the average rate of interest for the Prior Fiscal Year under a published variable interest rate index agreed upon by the City and the Counterparty which is generally consistent with the formula which shall be used to determine the City's payment obligations; "average rate" with respect to the City's payment obligations for the Prior Fiscal Year shall mean the rate determined by dividing the total annualized amount by the City under the Interest Rate Swap in such Fiscal Year or portion thereof by the "notional" amount specified in the Interest Rate Swap for such Fiscal Year; (i) Principal and Interest Requirements shall not include the principal of, redemption premium, if any, and interest on Subordinated Indebtedness; and (j) Principal and Interest Requirements shall not include the principal of, redemption premium, if any, and interest on bonds of the City issued for the purpose of financing the acquisition or construction of Separate Systems, "Project" shall mean the Improvements described in Exhibit A hereto, as the same may be modified or supplemented from time to time by the City, "Rate Consultant" shall mean a consultant or consulting firm or corporation at the time employed by the City to perform and carry out the duties imposed on the Rate Consultant by this Resolution, "Rate Stabilization Account" shall mean the Stormwater Rate Stabilization Account, a special account within the Enterprise Fund created and designated by Section 505 of this Resolution, "Redemption Subaccount" shall mean the Redemption Subaccount, a special subaccount within the Debt Service Account created and designated by Section 505 of this Resolution, 14 Miami;23014-00014;Doclunl:DllI:S311rl "Refunding Bonds" shaH mean the Bonds issued at any time under the provisions of Section 210 of this Resolution, "Regular Record Date" shaH mean the 15th day (whether or not a business day) of the month preceding any Interest Payment Date; provided, however, that a different Regular Record Date may be provided for a Series of Bonds pursuant to the Series Resolution with respect to such Series, "Reserve Account" shaH mean the Stormwater Revenue Bonds Reserve Account, a special account within the Enterprise Fund created and designated by Section 505 of this Resolution, including any subaccounts created therein as permitted by Section 505 of this Resolution, "Reserve Account Deposit Requirement" shaH mean, unless otherwise determined in a Series Resolution with respect to a Series of Bonds to be secured separately by a subaccount within the Reserve Account, (i) one-twelfth (1112) of the Reserve Account Requirement, or of the increase thereon as a result of the issuance of a Series of Bonds, in each month until the amount on deposit in the Reserve Account shaH be equal to the Reserve Account Requirement (taking into account amounts available under any Reserve Account Insurance Policy or Reserve Account Letter of Credit); and (ii) in the event any deficiency is created in the Reserve Account by a withdrawal or otherwise, the Reserve Account Deposit Requirement shaH be increased, beginning in the month foHowing the month in which such deficiency was created and continuing until the amount on deposit in the Reserve Account shall be equal to the Reserve Account Requirement (taking into account amounts available under any Reserve Account Insurance Policy or Reserve Account Letter of Credit), by an amount at least equal to one-twelfth (1112) of the amount of such deficiency; provided, however, that if the deficiency is created by a drawing or payment under a Reserve Account Insurance Policy or a Reserve Account Letter of Credit, the Reserve Account Deposit Requirement may be satisfied either by the deposit of an amount as stated above or by the entity providing such facility restoring at least one-twelfth (1/12) of the amount drawn or paid, "Reserve Account Insurance Policy" shaH mean an insurance policy, surety bond or other acceptable evidence of insurance, if any, deposited to the credit of the Reserve Account, provided that the entity providing such facility is at the time of so providing of sufficient credit quality to entitle debt backed by its facilities to be rated in one of the two highest rating categories (without regard to any gradations within such categories) by Fitch, Moody's or Standard & Poor's, "Reserve Account Letter of Credit" shall mean an irrevocable, transferable letter of credit, if any, deposited to the credit of the Reserve Account, provided that the entity providing such facility is at the time of so providing of sufficient credit quality to entitle debt backed by its 15 MiIlDi~ 23074-0001-4; DoCluDtII11I: 53 11 \IS facilities to be rated in one of the two highest rating categories (without regard to any gradations within such categories) by Fitch, Moody's or Standard & Poor's, "Reserve Account Policy Agreement" shaIl mean the Debt Service Reserve Fund Policy Agreement to be entered into between the City and the Bond Insurer in connection with the 2000 Reserve Account Insurance Policy, "Reserve Account Requirement" shaIl mean the lesser of (a) Maximum Principal and Interest Requirements for all outstanding Bonds in the current or any subsequent Fiscal Year, or (b) the maximum amount aIlowed to be funded from Bond Proceeds under the Code; provided that, if the Series Resolution corresponding to a Series of Bonds provides for the establishment of a separate subaccount in the Reserve Account to secure only such Series of Bonds (with such Series of Bonds having no claim on the other moneys deposited to the credit of the Reserve Account), the Reserve Account Requirement for such Series of Bonds shaIl be calculated as set forth in the corresponding Series Resolution, The City shaIl be permitted to provide all or a portion of the Reserve Account Requirement by the delivery of a Reserve Account Insurance Policy or a Reserve Account Letter of Credit "Resolution" shaIl mean this resolution authorizing the issuance of the Series 2000 Bonds and providing for the issuance of Additional Bonds and Refunding Bonds, as supplemented and amended as permitted hereby, "Revenues" shaIl mean all moneys received by the City in connection with or as a result of its ownership or operation of the Stormwater Utility, including the income derived by the City from the provision of stormwater management utility services, any proceeds of use and occupancy insurance on the Stormwater Utility or any part thereof, payments made to the City under Interest Rate Swap arrangements, income from investments made under this Resolution and, except for purposes of clauses (c) and (d) of Section 209 of this Resolution, amounts transferred or to be transferred from the Rate Stabilization Account as provided in Section 510 of this Resolution; provided, however, Revenues shaIl not include grants, contributions or donations, investment income from investments of moneys on deposit in the Construction Fund, the Subordinated Indebtedness Account, the Impact Fee Account and the Special Assessment Account, proceeds of insurance (except use and occupancy insurance) and condemnation awards, moneys held in the Subordinated Indebtedness Account and in any Arbitrage Rebate Fund created pursuant to Section 605 of this Resolution, proceeds of sales of property constituting a part of the Stormwater Utility, Special Assessments, the proceeds of Bonds or other Utility Debt and Impact Fees, "Rule" shaIl mean Rule 15c2-12 promulgated by the SEC pursuant to the Securities Exchange Act of 1934, as amended, "SEC" shaIl mean the United States Securities and Exchange Commission, "Separate System" shaIl mean stormwater management facilities, which are not, on the date of adoption of this Resolution, a part of the Stormwater Utility and which the Commission shaIl determine by ordinance or resolution to make a Separate System; provided, however, the 16 Mianr.i: 2307+-00014; Dao::lIlDelIt#: 5311vS Commission shaH not adopt an ordinance or resolution designating facilities as a Separate System unless the requirements therefor as set forth in Section 710 of this Resolution are met at the time of such designation, "Serial Bonds" shaH mean the Bonds of a Series which shaH be stated to mature in annual instaHments, "Series" shaH mean the Bonds delivered at anyone time under the provisions of Sections 208,209 and 210 of this Resolution, "Series 2000 Bonds" shaH mean the Bonds authorized to be issued pursuant to Section 208 ofthis Resolution, "Series Resolution" shaH mean the resolution of the Commission that is required by Article II of this Resolution to be adopted prior to the issuance of any Series of Bonds, other than the Series 2000 Bonds, under this Resolution, Each Series Resolution shaH, among other things, (a) determine or provide for the determination of the details of the Bonds of such Series, including, among other things, the maximum principal amount of such Series, the date thereof, the method of payment of interest thereon, the maximum maturity thereof, the redemption provisions relating thereto, including the Amortization Requirements for the Term Bonds, if any, the Bond Registrar therefor, and whether the Bonds of such Series shaH be issuable in book entry or certificated form, (b) define any Improvements to be financed with the proceeds of such Series, (c) provide for the application of the proceeds of the Bonds to which such Series Resolution relates, (d) if necessary, create a separate Debt Service Account or subaccounts therein or a separate subaccount within the Reserve Account for such Series and determine the method of funding of the Sinking Fund for such Series, (e) if a separate subaccount within the Reserve Account is created, establish the Reserve Account Requirement and the Reserve Account Deposit Requirement for such Series, (f) set forth additional covenants and provisions with respect to any Series required in connection with the obtaining of a Credit Facility, a Liquidity Facility, a Reserve Account Insurance Policy, a Reserve Account Letter of Credit, or an Interest Rate Swap, including any special provisions designed to comply with repayment requirements under reimbursement or repayment agreements with the entities providing such facilities, and (g) provide for the award of the Series of Bonds to the purchasers thereof, and such other matters as the Commission shaH determine; provided, however, the Commission may provide in the Series Resolution that aH matters set forth above except the maximum principal amount of any Series and the definition of any Improvement to be financed with the proceeds of such Series may be determined by the Commission in a subsequent resolution awarding such Series to the purchasers thereof or by the Mayor in a certificate of the Mayor. "Short-Term Indebtedness" shaH means aH indebtedness incurred or assumed by the City (excluding bond anticipation notes issued as Interim Bonds or Notes), with respect to the Stormwater Utility for any of the foHowing: (i) Payments of principal and interest with respect to money borrowed for an original term, or renewable at the option of the City for a period from the date originaHy incurred, of one year or less; 17 MiIlllli;23074-00014;Dac1lmt!ntIl:S3IMi (ii) Payments under leases having an original term, or renewable at the option of the lessee for a period from the date originaIly incurred, of one year or less; and (iii) Payments under instaIlment purchase contracts having an original term of one year or less, "Special Assessment Account" shaIl mean the Stormwater Special Assessment Account within the Enterprise Fund created and designated pursuant to Section 516 of this Resolution, the moneys in which shaIl be pledged and applied as set forth in Section 516 of this Resolution, "Special Assessments" shaIl mean special or non ad valorem assessments authorized to be levied and coIlected by the City under applicable law against parcels of real property to be benefitted by specific Improvements to the Stormwater Utility, "Special Record Date" shaIl mean a date fixed by the Bond Registrar for the payment of Defaulted Interest pursuant to Section 202 of this Resolution, "Standard & Poor's" shaIl mean Standard & Poor's Ratings Services, a Division of McGraw-HiIl, Inc" its successor and assigns, and if such entity no longer performs the functions of a securities rating agency, "Standard & Poor's" shaIl refer to any other nationally recognized securities rating agency designated by the City in a written certificate filed with the City Clerk, "State Revolving Fund" shaIl mean the state revolving loan fund established by the State of Florida under the Federal Clean Water Act. "State Revolving Fund Indebtedness" shaIl mean a loan of moneys from the State Revolving Fund to the City for the purpose of paying all or any part of the Cost of constructing or acquiring Improvements permitted to be financed with State Revolving Fund moneys under the laws of the State of Florida and the Federal Clean Water Act. "Stormwater Utility" shaIl mean the stormwater management utility system owned and operated by the City, together with the Project, any Improvements and any Separate Systems consolidated with the Stormwater Utility pursuant to Section 71 0 of this Resolution, "Subordinated Indebtedness" shaIl mean bonds, notes or other forms of indebtedness, the payment of the principal of which or interest or redemption premium on which are payable solely from moneys which may from time to time be on deposit in the Subordinated Indebtedness Account under this Resolution and which is designated as Subordinated Indebtedness by the Commission in the resolution authorizing the issuance of such Indebtedness, "Subordinated Indebtedness Account" shaIl mean the Stormwater Subordinated Indebtedness Account, a special account within the Enterprise Fund created and designated by Section 505 of this Resolution, 18 Miuni;2307~14;DoCIunClllIIf,S3I1'" "Term Bonds" shall mean the Bonds of a Series so designated in the Mayor's Certificate with respect to the Series 2000 Bonds or pursuant to the Series Resolution for any other Series of Bonds with respect to such Bonds, "2000 Reserve Account Insurance Policy" shall mean the municipal bond debt service reserve fund policy issued by the Bond Insurer concurrently with the issuance of the Series 2000 Bonds and which shall constitute a Reserve Account Insurance Policy hereunder, "Underwriters" shall mean the underwriters for the Series 2000 Bonds being William R Hough & Co" Bear, Stearns & Co, Inc" Morgan Stanley & Co, Incorporated and Ramirez & Co" Inc, "Utility Debt" shall mean Alternative Parity Debt, Short Term Indebtedness, Subordinated Indebtedness, Interim Bonds or Notes, any State Revolving Fund Indebtedness and any other indebtedness incurred by the City other than Bonds issued under Article II of this Resolution, "Variable Rate Bonds" shall mean any Bonds issued under this Resolution the interest rate on which is not established at the time of issuance at a fixed numerical rate, Section 102, Rules of Construction, Words of the masculine gender shall be deemed and construed to include correlative words of the feminine and neuter genders, Unless the context shall otherwise indicate, the words "Bond", "owner", "Holder" and "person" shall include the plural as well as the singular number, the word "person" shall mean any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization or government or any agency or political subdivision thereof, and the word "Holder" or "Bondholder" when used herein with respect to Bonds issued hereunder shall mean the registered owner of Bonds at the time issued and outstanding hereunder, The word "may" shall mean "may, but shall not be required to" and the word "including" shall mean "including, without limitation", Section 103, Resolution Constitutes Contract. In consideration of the acceptance of the Bonds authorized to be issued hereunder by those who shall own the same from time to time, this Resolution shall be deemed to be and shall constitute a contract between the City and such Bondholders, and the covenants and agreements herein set forth to be performed by the City shall be for the equal benefit, protection and security of the owners of any and all of such Bonds, all of which shall be of equal rank and without preference, priority, or distinction of any of the Bonds over any other thereof except as expressly provided therein and herein, [END OF ARTICLE I] 19 Miami: 23074-QOO14;Oocumcntl;: S311VS ARTICLE II FORM, EXECUTION, DELIVERY AND REGISTRATION OF BONDS Section 201. Issuance of Bonds, For the purpose of providing funds for paying a portion of the Cost of constructing the Project, Bonds of the City shaIl be issued under and secured by this Resolution subject to the conditions hereinafter provided in Section 208 of this Article, Bonds of the City may also be issued under and secured by this Resolution, subject to the conditions hereinafter provided in Sections 209 and 2 I 0 of this Article, for the purpose of paying the cost of Improvements and refunding all or any portion of the Bonds of one or more Series issued by the City under the provisions of this Resolution, The principal of and the interest on all such Bonds shaIl be payable solely from the special account hereinafter created and designated "Stormwater Revenue Bonds Debt Service Account" or other separate Debt Service Accounts created under the provisions of Section 505 of this Resolution, and all of the covenants, agreements and provisions of this Resolution shaIl be for the benefit and security of all and singular the present and future Holders of the Bonds so issued or to be issued, without preference, priority or distinction as to lien or otherwise, except as otherwise hereinafter provided, of anyone Bond over any other Bond by reason of priority in the issue, sale or negotiation thereof, or otherwise, Section 202, Details of Bonds, Each Series of Bonds issued hereunder, other than the Series 2000 Bonds created under Section 208 hereof, shaIl be created by a Series Resolution, The Bonds of each Series issued under the provisions of this Article shaIl be designated "City of Miami Beach, Florida Stormwater Revenue Bonds, Series _," or such appropriate variation thereof as contained herein or in any Series Resolution in each case inserting an identifying Series year, and if more than one Series are expected to be issued in a single calendar year, inserting an identifying Series letter in addition to the year, Except as otherwise provided in the Mayor's Certificate with respect to the Series 2000 Bonds or pursuant to the Series Resolution relating to any other Series of Bonds with respect to such other Bonds, the Bonds of any Series are issuable in fuIly registered form without coupons in denominations (either with respect to original principal amount or principal amount payable at maturity) of $5,000 or any whole multiple thereof, Bonds shaIl be numbered consecutively from R-l upwards, Bonds of each Series shaIl be dated, and shaIl bear interest until their payment at a rate or rates, including rates which may vary, not exceeding the maximum rate then permitted by law, such interest being payable and such Bonds being subj ect to redemption prior to their respective maturities, all as provided in the Mayor's Certificate with respect to the Series 2000 Bonds or pursuant to the Series Resolution for any other Series of Bonds with respect to such other Bonds, Unless otherwise provided in the Series Resolution pursuant to which a Series of Bonds is issued, each Bond shaIl bear interest from the Interest Payment Date next preceding the date on which it is authenticated unless it is (a) authenticated upon any Interest Payment Date in which event it shaIl bear interest from such Interest Payment Date or (b) authenticated before the first Interest Payment Date in which event it shaIl bear interest from its date; provided, however, that if at the time of authentication of any Bond interest is in default, such Bond shaIl bear interest from the date to which interest has been paid; except for (i) Capital Appreciation Bonds which shaIl bear interest as described under the defined term Accreted Value, payable only upon redemption, acceleration or maturity thereof and (ii) Capital Appreciation and Income Bonds 20 Miami; 23074-00014, OocwlICIII~;~311vS which shaH bear interest as described under the defined term Appreciated Value payable on the amount due at maturity but only from and after the Interest Commencement Date, Unless otherwise provided in the Series Resolution pursuant to which a Series of Bonds is issued, both the principal of and the interest on the Bonds shaH be payable in any coin or currency of the United States of America (or other coin or currency provided for in the Series Resolution applicable to any Series) that is legal tender for the payment of public and private debts on the respective dates of payment thereof. Unless otherwise provided in the Series Resolution pursuant to which a Series of Bonds is issued, the principal of the Bonds shaH be payable upon the presentation and surrender of such Bonds as the same shaH become due at the principal office of the Bond Registrar, Unless otherwise provided in the Series Resolution pursuant to which a Series of Bonds is issued, any interest on any Bond which is payable, and is punctuaHy paid, or for which payment is duly provided, on any Interest Payment Date shaH be paid to the person in whose name the Bond is registered in the registration books provided for in Section 206 of this Resolution (hereinafter, as used in this Section, the "Holder") at the close of business on the Regular Record Date, The Bond Registrar shaH pay interest which is payable on the Bonds by check or draft mailed to the persons entitled thereto on the Interest Payment Date; provided, however, that, unless otherwise provided by Series Resolution with respect to any Series of Bonds, each Holder of Bonds aggregating not less than $1,000,000 shaH be entitled to the payment of such interest by wire transfer within the continental United States, Unless otherwise provided in the Series Resolution pursuant to which a Series of Bonds is issued, any interest on any Bond which is payable, but is not punctuaHy paid, or for which payment is not duly provided, on any interest payment date (herein caHed "Defaulted Interest") shaH forthwith cease to be payable to the Holder on the relevant Regular Record Date solely by virtue of such Holder having been such Holder, and such Defaulted Interest may be paid by the City, at its election in each case, as provided in Subsection A or B below: A. The City may elect to make payment of any Defaulted Interest on the Bonds of any Series to the persons in whose names such Bonds are registered at the close of business on a Special Record Date for the payment of such Defaulted Interest, which shall be fixed in the foHowing manner, The City shaH notify the Bond Registrar in writing of the amount of Defaulted Interest proposed to be paid on each Bond and the date of the proposed payment (which date shaH be such as will enable the Bond Registrar to comply with the next sentence hereof), and at the same time the City shaH deposit or cause to be deposited with the Bond Registrar an amount of money equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shaH make arrangements satisfactory to the Bond Registrar for such deposit prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the persons entitled to such Defaulted Interest as in this Subsection provided, Thereupon the Bond Registrar shaH fix a Special Record Date for the payment of such Defaulted Interest which shaH be not more than 15 nor less than 10 days prior to the date of the proposed payment and not less than 10 days after the receipt by the Bond Registrar of the notice of the proposed payment. The Bond Registrar shaH promptly notify the City of such Special Record 21 Miami; 23074-00014; OocwnSll/l, ~Jllv5 Date and, in the name and at the expense of the City, shall cause notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor to be mailed, first-class postage prepaid, to each Holder at such Holder's address as it appears in the registration books provided for in Section 206 of this Resolution not less than 10 days prior to such Special Record Date, The Bond Registrar may, in its discretion, in the name and at the expense of the City, cause a similar notice to be published at least once in a Daily Newspaper of general circulation published in the County, and in a Daily Newspaper of general circulation or in a financial journal published in the Borough of Manhattan, City and State of New York, but such publication shall not be a condition precedent to the establishment of such Special Record Date, Notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor having been mailed as aforesaid, such Defaulted Interest shall be paid to the persons in whose names the Bonds of such Series are registered on such Special Record Date and shall no longer be payable pursuant to the following Subsection B, The Bond Registrar shall pay such Defaulted Interest which is payable on the Bonds pursuant to this clause A by check or draft mailed to the persons entitled thereto on the date fixed for the payment of such Defaulted Interest pursuant to this clause A; provided, however, the Commission pursuant to the Series Resolution for a Series may provide for payment of such Defaulted Interest by the Bond Registrar by wire transfer, B, The City may make payment of any Defaulted Interest on the Bonds of any Series in any other lawful manner not inconsistent with the requirements of any securities exchange on which such Bonds may be listed and upon such notice as may be required by such exchange, if, after notice given by the City to the Bond Registrar of the proposed payment pursuant to this Subsection, such payment shall be deemed practicable by the Bond Registrar, Subject to the foregoing provisions of this Section, each Bond delivered under this Resolution upon transfer of or in exchange for or in lieu of any other Bond shall carry all the rights to interest accrued and unpaid, and to accrue, which were carried by such other Bond and each such Bond shall bear interest from such date, that neither gain nor loss in interest shall result from such transfer, exchange or substitution, Section 203, Execution and Form of Bonds, The Bonds shall be signed by or bear the facsimile signature of the Mayor and shall be signed by or bear the facsimile signature of the City Clerk and the official seal of the City or a facsimile thereof shall be impressed or imprinted on the Bonds; provided, however, that ifrequired by State law at the time of such execution, the Bonds shall be manually executed by the Mayor, In case any officer whose signature or a facsimile of whose signature shall appear on any Bonds shall cease to be such officer before the delivery of such Bonds, such signature or such facsimile shall nevertheless be valid and sufficient for all purposes the same as if he had remained in office until such delivery and also any Bond may bear the facsimile signature of, or may be signed by, such persons as at the actual time of the execution of such Bond shall be the proper officers to execute such Bond although at the date of such Bond such persons may not have been such officers, The Bonds issued under the provisions of this Article, the certificate of authentication, the statement of validation, if any, and the form of assignment shall be, respectively, in the following forms with such appropriate variations, omissions and insertions as may be required or permitted by this Resolution, the Mayor's Certificate with respect to the Series 2000 Bonds or the Series Resolution pursuant to which any other Bonds are issued with respect to such Bonds, All Bonds shall be endorsed 22 MiIPli;23074-00014;DoeIIIncml/:S31IvS thereon with such legends or text as may be necessary or appropriate to conform to the applicable rules and regulations of any governmental authority or any securities exchange on which such Bonds may be listed or to any requirements ofIaw with respect thereto, The forms of Bonds may be changed to reflect appropriate provisions for different types of Bonds authorized under this Resolution, including, without limitation, provisions for Capital Appreciation Bonds, Capital Appreciation and Income Bonds, Interim Bonds, Variable Rate Bonds, Optional Tender Bonds, BaIloon Indebtedness and Convertible Bonds, 23 Miami; 2307~I-4;DoounCllt.: S311VS [FORM OF BOND] [Face of Bond] No, $ U}ITTED STATES OF AMERICA STATE OF FLORIDA CITY OF MIAMI BEACH STORMW ATER REVENUE BOND SERIES Maturitv Date Interest Rate Original Issue Date Cusip REGISTERED HOLDER: PRINCIPAL AMOUNT: The City of Miami Beach, Florida (herein called the "City"), a municipal corporation duly organized and existing under the Constitution and laws of the State of Florida, is justly indebted and for value received hereby promises to pay to the registered holder shown above or to the registered assigns or legal representative thereof on the date specified above (or earlier as hereinafter referred to), upon the presentation and surrender hereof, at the principal office of , in the City of (the "Bond Registrar"), the principal sum shown above, and to pay to the registered owner hereof, by check or draft mailed to the registered owner at such registered owner's address as it appears on the bond registration books ofthe City, or by wire transfer within the continental United States to the registered owner of at least $1,000,000 principal amount of the Bonds, interest on such principal sum from the date hereof or from 1 or I next preceding the date of authentication to which interest shall have been paid, unless such date of authentication is a 1 or 1 to which interest shall have been paid, in which case from such date, such interest to the maturity hereof being payable on 1 and 1 in each year, commencing 1" at the rate per annum specified above, until payment of such principal sum, The interest so payable and punctually paid, or duly provided for, on any interest payment date will be paid to the person in whose name this bond is registered at the close of business on the Regular Record Date for such interest, which shall be the 15th day (whether or not a business day) of the calendar month next preceding such interest payment date, Any such interest not so punctually paid or duly provided for shall forthwith cease to be payable to the registered holder on such Regular Record Date, and may be paid to the person in whose name this bond is registered at the close of business on a Special Record Date for the payment of 24 Miami~ 2307+00014; Documeol #: 5311~ such defaulted interest to be fixed by the Bond Registrar, notice whereof being given to the holders not less than 10 days prior to such Special Record Date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the bonds of this series may be listed and upon such notice as may be required by such exchange, all as more fuIly provided in the Resolution under which this bond is issued hereinafter mentioned, Such payment of interest shaIl be by check mailed to the holder at such holder's address as it appears on the bond registration books maintained by the Bond Registrar, AIl such payments shaIl be made in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts, This bond shaIl not be deemed to constitute an indebtedness of the City within the meaning of any constitutional or statutory provision or limitation and the City is not obligated to pay the principal of, the premium, if any, or the interest on this bond except from the special fund hereinafter mentioned, and the faith and credit of the City are not pledged to the payment of the principal of, the premium, if any, or the interest on this bond, The issuance of this bond shall not directly, indirectly or contingently obligate the City to levy or to pledge any taxes whatever therefor or to make any appropriation for the payment of the principal of, the premium, if any, or the interest on this bond except as provided in the hereinafter described Resolution, ADDITIONAL PROVISIONS OF THIS BOND ARE SET FORTH ON THE REVERSE HEREOF AND SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS IF SET FORTH HERE, This bond shaIl not be valid or become obligatory for any pwpose or be entitled to any benefit or security under the Resolution until this bond shaIl have been authenticated by the execution by the Bond Registrar of the certificate of authentication endorsed hereon, IN WITNESS WHEREOF, the City of Miami Beach, Florida, by resolution duly adopted by its Mayor and City Commission, has caused this bond to be signed by [bear the facsimile signature of] its Mayor and to be signed by [bear the facsimile signature of] its City Clerk and a facsimile of the official seal of the City to be imprinted hereon, CITY OF MIAMI BEACH, FLORIDA [SEAL] Mayor City Clerk 25 Miami; 23074-00014; DDcumCllt#: s311vs CERTIFICATE OF AUTHENTICATION This bond is one of the bonds of the series designated herein and issued under the provisions of the within-mentioned Resolution, Bond Registrar By: Authorized Signatory Date of authentication [Reverse Side of Bond] This bond is one of a series of bonds designated "Stormwater Revenue Bonds, Series _" in the aggregate principal amount of $ issued by the City for the purpose of providing funds, with any other available funds, for under and pursuant to that certain resolution adopted by the Mayor and City Commission of the City on 20_ (the "Resolution"), The bonds of this series consist of bonds maturing on 1 of the years _ to _, inclusive (the "Serial Bonds") and of bonds maturing on 1, _ (the "Term Bonds"), The Term Bonds are subject to mandatory redemption prior to maturity in part, on 1, _ and on each 1 thereafter set forth below, at a redemption price equal to the principal amount thereof and accrued interest to the date of redemption, without premium, from Amortization Requirements (as defined in the Resolution), as follows: Redemption Date ( 1) Principal Amount *Maturity The bonds of this series maturing on 1, _ and thereafter may be redeemed prior to their stated dates of maturity, at the option of the City, from any moneys that may be made available for such purpose, as a whole or in part on any date on or after 26 Miami; 23074-00014; Dotammt#: S311VS 1, _, and if in part in any order of maturity selected by the City, at the foIlowing redemption prices (expressed as percentages of the principal amount to be redeemed) plus accrued interest to the date of redemption: Redemption Dates Inclusive Redemption Price 1,_to 1,_to 1, and thereafter 1,_ 1,_ % If less than all of the bonds of anyone maturity shaIl be caIled for redemption, the particular bonds to be redeemed shaIl be selected by lot or by such other manner as the Bond Registrar shaIl deem appropriate as provided in the Resolution, At least thirty (30), but not more than sixty (60), days before the redemption date of any bonds to be redeemed, whether such redemption be in whole or in part, the City shaIl cause a notice of such redemption to be filed with the Bond Registrar and mailed by the Bond Registrar, first class postage prepaid, to all registered owners of bonds to be redeemed in whole or in part at their last addresses appearing upon the registration books of the City kept by the Bond Registrar, The failure to mail such notice to any such registered owner shaIl not affect the validity of such redemption, On the date fixed for redemption, notice having been given as aforesaid, the bonds or portions thereof so caIled for redemption shaIl be due and payable at the redemption price provided for the redemption of such bonds or portion thereof and, if moneys for payment of such redemption price and the accrued interest are held as provided in the Resolution, interest on the bonds or the portions thereof so caIled for redemption shaIl cease to accrue, If a portion of this bond shaIl be caIled for redemption, a new bond or bonds in principal amount equal to the unredeemed portion hereof will be issued to the registered owner hereof or his legal representative upon the surrender hereof. The holder of this bond shaIl have no right to enforce the provisions of the Resolution, or to institute action to enforce the covenants therein, or to take any action with respect to any event of default under the Resolution, or to institute, appear in or defend any suit or other proceeding with respect thereto, except as provided in the Resolution, Modifications or alterations of the Resolution or of any resolution supplemental thereto may be made only to the extent and in the circumstances permitted by the Resolution, The bonds of this series are issuable as fuIly registered bonds of the denomination of $5,000 or any whole multiple thereof. At the principal office of the Bond Registrar, in the manner and subject to certain conditions provided in the Resolution, bonds of this series maybe exchanged for an equal aggregate principal amount of bonds of the same series and maturity, of authorized denominations and bearing interest at the same rate, The Bond Registrar is required to keep at its principal office the books of the City for the registration of and for the registration of transfers of bonds, The transfer of this bond may be registered only upon such books and as otherwise provided in the Resolution upon the surrender 27 Miomi;23074-000I-4;I:/oCIIIneatll:S3IivS hereof to the Bond Registrar together with an assignment duly executed by the registered owner hereof or such registered owner's attorney or legal representative in such form as shall be satisfactory to the Bond Registrar, Upon any such registration of transfer, the Bond Registrar shall deliver in exchange for this bond a new bond or bonds, registered in the name of the transferee, of authorized denominations, in an aggregate principal amount equal to the unredeemed principal amount of this bond, of the same series and maturity and bearing interest at the same rate, The Bond Registrar shall not be required to exchange or register any transfer of this bond during the fifteen (15) days immediately preceding the date of mailing of notice of redemption or after this bond or any portion thereof has been selected for redemption, This bond is issued and the Resolution was adopted under and pursuant to the laws of the State of Florida, The Resolution provides for the creation of a special account designated "Stormwater Revenue Bonds Debt Service Account", which fund is pledged to and charged with the payment of the principal of, premium, if any, and the interest on all bonds issued and outstanding under the Resolution [the language in the preceding clause wi!! change if a separate Debt Service Account is created for a series of bonds pursuant to Section 505 of the Resolution], and the City has covenanted in the Resolution to deposit to the credit of said special fund a sufficient amount of Net Revenues of the City's Stormwater Utility (as said terms are defined in the Resolution), together with Impact Fees and Special Assessments (as said terms are defined in the Resolution) to the extent provided in the Resolution, to provide for the payment of the principal of, premium, if any, and interest on the bonds issued under the provisions of the Resolution as the same shall become due and to create a reserve for such purpose, The Resolution permits the issuance of additional bonds and other types of indebtedness from time to time payable from Net Revenues and, the extent provided in the Resolution, Impact Fees and Special Assessments, All acts, conditions and things required by the Constitution and laws of the State of Florida and the ordinances and resolutions of the City to happen, exist and be performed precedent to and in the issuance of this bond have happened, exist and have been performed as so required, [If the Bonds of a Series have been validated pursuant to Chapter 75, Florida Statutes, such Bonds shall have endorsed thereon a statement in substantially the following form,] STATEMENT OF VALIDATION This bond is one of a Series of Bonds which were validated by judgment of the Circuit Court for Miami-Dade County, Florida, rendered on , _' 28 MiIml; 2307<4-0001<4; DocluIl.clltll: S311v5 ASSIGNMENT FOR VALUE RECEIVED the undersigned hereby seIls, assigns and transfers unto the within bond and all rights thereunder, and hereby irrevocably constitutes and appoints attorney to register the transfer of the within bond on the books kept for registration thereof with fuIl power of substitution in the premises, Dated: NOTICE: The signature to this assignment must correspond with the name as it appears on the face of the within bond in every particular, without alteration or enlargement or any change whatever, Signature Guaranteed: NOTICE: Signatures must be guaranteed by a member firm of the New York Stock Exchange or a commercial bank or a trust company, 29 Mioml;23074-00014; Dotuml:llIN, 5311rl ABBREVIATIONS FOR BONDS The foIlowing abbreviations, when used in the inscription on the face of the within Bond, shaIl be construed as though they were written out in fuIl according to applicable laws or regulations, TEN COM - TEN ENT JT TEN as tenants in common as tenants by the entireties as joint tenants with the right of survivorship and not as tenants in common UNIFORM GIFT MIN ACT - Custodian (Cust) (Minor) under Uniform Gifts to Minors Act (State) Additional abbreviations may also be used though not in the above list. [End of Form of Bond] 30 Miami~ 23074-00014; DoaImelll #: 5311'" Section 204, Authentication of Bonds, Only such of the Bonds as shall have endorsed thereon a certificate of authentication substantially in the form set forth above, duly executed by the Bond Registrar, shall be entitled to any benefit or security under this Resolution, No Bond shall be valid or obligatory for any purpose unless and until such certificate of authentication shall have been duly executed by the Bond Registrar, and such certificate of the Bond Registrar upon any such Bond shall be conclusive evidence that such Bond has been duly authenticated and delivered under this Resolution and the Series Resolution relating to such Bond, The certificate of authentication on any Bond shall be deemed to have been duly executed if signed by an authorized officer of the Bond Registrar, but it shall not be necessary that the same officer sign the certificate of authentication on all of the Bonds that may be issued hereunder at anyone time, Section 205, Exchange of Bonds, Bonds, upon surrender thereof at the principal corporate trust office of the Bond Registrar, together with an assignment duly executed by the registered owner or such registered owner's attorney or legal representative in such form as shall be satisfactory to the Bond Registrar, may, at the option of the owner thereof, be exchanged for an equal aggregate principal amount of Bonds of the same Series and maturity, of any denomination or denominations authorized by this Resolution or the Series Resolution relating to such Bonds and bearing interest at the same rate, The City shall make provision for the exchange of Bonds at the principal corporate trust office ofthe Bond Registrar, Section 206, Negotiabilitv. Registration and Transfer of Bonds, The Bond Registrar shall keep books for the registration of and for the registration of transfer of Bonds as provided in this Resolution, The transfer of any Bond may be registered only upon the books kept by the Bond Registrar for the registration of and registration of transfer of Bonds upon surrender thereof to the Bond Registrar together with an assignment duly executed by the registered owner or such registered owner's attorney or legal representative in such form as shall be satisfactory to the Bond Registrar, Upon any such registration of transfer the City shall execute and the Bond Registrar shall authenticate and deliver in exchange for such Bond a new Bond or Bonds registered in the name of the transferee, of any denomination or denominations authorized by the Series Resolution relating to such Bonds, In all cases in which Bonds shall be exchanged, the City shall execute and the Bond Registrar shall authenticate and deliver at the earliest practicable time Bonds in accordance with the provisions of this Resolution, All Bonds surrendered in any such exchange or registration of transfer shall forthwith be cancelled by the Bond Registrar, The City or the Bond Registrar may make a charge for every such exchange or registration of transfer of Bonds sufficient to reimburse it for any tax or other govemmental charge required to be paid with respect to such exchange or registration of transfer, but no other charge shall be made to any owner of Bonds for the privilege of exchanging or registering the transfer of Bonds under the provisions of this Resolution, Neither the City nor the Bond Registrar shall be required to make any such exchange or registration of transfer of Bonds during the fifteen (15) days immediately preceding the date of mailing of notice of redemption or after such Bond or any portion thereof has been selected for redemption, 31 Miami~ 23074-00014~Oocutl.mt#: S31lrl Section 207, Ownership of Bonds, As to any Bond, the person in whose name the same shaIl be registered shaIl be deemed and regarded as the absolute owner thereof for all purposes, and the interest on any such Bond shaIl be paid only to or upon the order of the registered owner thereof or such registered owner's legal representative, AIl such payments shaIl be valid and effectual to satisfy and discharge the liability upon such Bond including the premium, if any, and interest thereon to the extent of the sum or sums so paid, Section 208, Authorization of Series 2000 Bonds: Negotiated Sale of Series 2000 Bonds, There shaIl be initiaIly issued at one time, under and secured by this Resolution, a Series of revenue bonds of the City each of which shaIl bear the designation "City of Miami Beach, Florida Stormwater Revenue Bonds, Series 2000," The Series 2000 Bonds shaIl be issued in an aggregate principal amount not to exceed Fifty Seven MiIlion Five Hundred Thousand DoIlars ($57,500,000) for the purpose of providing funds (a) for paying a portion of the Costs of the Project and (b) for paying the costs of issuing the Series 2000 Bonds, including the premiums for the Bond Insurance Policy and the 2000 Reserve Account Insurance Policy, First Union National Bank is hereby appointed the Bond Registrar with respect to the Series 2000 Bonds, The Series 2000 Bonds shaIl be issued in such aggregate principal amount, shaIl be dated, shaIl be stated to mature (subject to the right of prior redemption as hereinafter set forth) on such date or dates and in such year or years, but not later than December 31, 2030, shaIl bear interest at such fixed rate or rates, not to exceed 6,50%, payable on such Interest Payment Dates, shaIl be Serial Bonds and/or Term Bonds, the Term Bonds, if any, shaIl have such Amortization Requirements, may be made redeemable at such times and prices (subject to the provisions of Article III of this Resolution), may be in the form of Current Interest Bonds or Capital Appreciation Bonds or Capital Appreciation and Income Bonds or any combination thereof, and shaIl have such other terms, all as determined by the Mayor, in reliance upon the recommendations of the Finance Director and the Financial Advisor, and as provided in the Mayor's Certificate, Payment of the principal of and interest on the Series 2000 Bonds shaIl be insured by the Bond Insurance Policy and the Reserve Account Requirement with respect to the Series 2000 Bonds shaIl be satisfied by the deposit of the 2000 Reserve Account Insurance Policy to the credit of the Reserve Account The Series 2000 Bonds shall be initiaIly registered in the name of Cede & Co" as nominee of DTC, and issued under the book-entry system maintained by DTC in accordance with the provisions of the Letter of Representations, Each of the Series 2000 Bonds shaIl be executed substantiaIly in the form and manner hereinabove set forth and shaIl be deposited with the Bond Registrar for authentication and delivery, but prior to or simultaneously with the delivery of the Series 2000 Bonds by the Bond Registrar there shaIl be filed with the City the foIlowing: (a) a copy, certified by the City Clerk, of this Resolution; (b) an original counterpart of the Mayor's Certificate; and 32 MiIllli;230704-00014;Doo1nno:ntll,SJllvS (c) the executed approving opinion of Bond Counsel in the form included in the Official Statement. When the documents mentioned in clauses (a) to (c), inclusive, of this Section shaIl have been filed with the City and when the Series 2000 Bonds shaIl have been executed by the City and authenticated by the Bond Registrar as required by this Resolution, but subject to the provisions of the third succeeding paragraph below, the Bond Registrar shaIl deliver said Bonds at one time to or upon the order of the Underwriters but only upon payment to the Finance Director of the purchase price of said Bonds (which may be net of the premiums paid directly to the Bond Insurer by the Underwriters), The Finance Director shaIl be entitled to rely upon the Mayor's Certificate as to all matters stated therein, The proceeds (including accrued interest) of said Bonds shaIl be applied by the Finance Director as foIlows: (1) the amount received as accrued interest on the Bonds shaIl be deposited to the credit ofthe Bond Service Subaccount; (2) an amount estimated by the Finance Director to be sufficient for the purpose shaIl be credited to a special account designated "Series 2000 Cost of Issuance Account" and applied to the payment of the expenses of issuing the Bonds, including, but not limited to, financial advisory, accounting and legal fees, Consulting Engineers and Rate Consultant Fees, rating agency fees, printing costs, Bond Registrar's fees and expenses, and any other misceIlaneous expenses relating to the issuance of the Bonds and, to the extent not paid directly to the Bond Insurer by the Underwriters, the premiums due in connection with the Bond Insurance Policy and the 2000 Reserve Account Insurance Policy; and (3) the balance shaIl be deposited to the credit of a special account in the Construction Fund established in Section 401 hereof and designated the "Series 2000 Construction Account" for application to the payment of the Costs of the Project, including to the extent provided in a certificate of the Finance Director delivered concurrently with the issuance of the Series 2000 Bonds for the payment of interest accruing on the Series 2000 Bonds prior to, during and after construction of the Project. The proceeds of the Series 2000 Bonds shaIl be invested in accordance with the provisions of this Resolution in Investment Obligations as determined by the Finance Director, The Commission hereby approves the distribution of copies of the Preliminary Official Statement in substantiaIly the form presented at the meeting at which this Resolution was considered, with such changes, modifications, insertions, omissions and fiIling-in of blanks as may be approved by the Mayor, after consultation with the Finance Director and the City Attorney, The Mayor is hereby authorized to deem the Preliminary Official Statement "final" for purposes of the Rule and to execute any certificates in connection with such finding, The Mayor and the City Manager are hereby authorized to execute and deliver the Official Statement on behalf of the City, in substantiaIly the form of the Preliminary Official Statement presented at 33 Miami; 23014-.00014; DoauDeat" ~311VS this meeting with such changes, modifications, insertions, omissions and filling-in of blanks therein as may be approved by the Mayor, after consultation with the Finance Director and the City Attorney, such execution to constitute conclusive evidence of the City's approval of the Preliminary Official Statement and the Official Statement The use of the Preliminary Official Statement and the Official Statement in the marketing and sale of the Series 2000 Bonds is hereby approved, For the reasons contained in the preambles to this Resolution, the negotiated sale of the Series 2000 Bonds to the Underwriters is hereby authorized and approved, Upon compliance by the Underwriters with the requirements of Florida Statutes, Section 218.385, the Mayor is hereby authorized to award the Series 2000 Bonds to the Underwriters and to execute and deliver the Bond Purchase Agreement in substantially the form presented at the meeting at which this Resolution was considered, subject to such changes, modifications, insertions, omissions and filling-in of blanks therein as may be approved by the Mayor, after consultation with the Finance Director and the City Attorney, The purchase price at which the Series 2000 Bonds shall be awarded to the Underwriters shall be determined by the Mayor, in reliance upon the recommendations of the Finance Director and the Financial Advisor, but shall not be less than 99,00% of the principal amount of the Series 2000 Bonds (not including original issue discount), The execution by the Mayor of the Bond Purchase Agreement for and on behalf of the City shall be conclusive evidence of the City's acceptance of the Underwriters' proposal to purchase the Series 2000 Bonds and approval of the Bond Purchase Agreement The Commission hereby authorizes the City Manager and the Finance Director to obtain the Bond Insurance Policy and the 2000 Reserve Account Insurance Policy and to pay the premiums with respect thereto, In connection with the 2000 Reserve Account Insurance Policy, the Mayor is hereby authorized to execute and deliver the Reserve Account Policy Agreement in substantially the form presented at the meeting at which this Resolution was considered, subject to such changes, modifications, insertions, omissions and filling-in of blanks therein as may be approved by the Mayor, after consultation with the Finance Director and the City Attorney, The execution by the Mayor of the Reserve Account Policy Agreement for and on behalf of the City shall be conclusive evidence ofthe City's approval of the Reserve Account Policy Agreement For the benefit of the Holders and beneficia! owners from time to time of the Series 2000 Bonds, the City agrees, in accordance with and as the only obligated person with respect to the Series 2000 Bonds under the Rule, to provide or cause to be provided certain financial information and operating data, financial statements and notices, in such manner, as may be required for purposes of paragraph (b)( 5) of the Rule, In order to describe and specify the terms of the City's continuing disclosure agreement, including provisions for enforcement, amendment and termination, the Finance Director is hereby authorized and directed to execute and deliver, in the name and on behalf of the City, the Continuing Disclosure Commitment, in substantially the form presented at the meeting at which this Resolution was considered, with such changes, modifications, insertions, omissions and filling-in of blanks as may be approved by the Finance Director, after consultation with the City Attorney, The execution by the Finance Director of the Continuing Disclosure Commitment for and on behalf of the City shall be conclusive evidence of the City's approval of the Continuing Disclosure Commitment The agreement formed, collectively, by this paragraph and the Continuing Disclosure Commitment, shall be the City's 34 Miuni; 23074-00014; DDcv.m1:lU1I:'311vS continuing disclosure agreement for purposes of the Rule, and its performance shaIl be subject to the availability of Revenues to meet costs the City would be required to incur to perform it Notwithstanding any other provisions of this Resolution, any failure by the City to comply with any provisions of the continuing disclosure agreement shaIl not constitute an Event of Default under this Resolution and the remedies therefor shaIl be solely as provided in the Continuing Disclosure Commitment The Finance Director is further authorized and directed to establish procedures in order to ensure compliance by the City with its continuing disclosure agreement, including the timely provision of information and notices, Prior to making any filing in accordance with such agreement, the Finance Director may consult with, as appropriate, the City Attorney or Bond Counsel. The Finance Director, acting in the name and on behalf of the City, shaIl be entitled to rely upon any legal advice provided by the City Attorney or Bond Counsel in determining whether a filing should be made, The Mayor, the City Manager, the Finance Director, the City Attorney and such other officers, employees and staff of the City as may be designated by the Mayor and the City Manager or either of them are each designated as agents of the City in connection with the issuance and delivery of the Series 2000 Bonds and are authorized and empowered, coIlectiveIy or individuaIly, to take all action and steps and to execute all instruments, documents and contracts on behalf of the City that are necessary or desirable in connection with the issuance of the Series 2000 Bonds, the appointment of the Bond Registrar, obtaining the Bond Insurance Policy and the 2000 Reserve Account Insurance Policy and the investment of the proceeds of the Series 2000 Bonds and which are not inconsistent with the terms and provisions of this Resolution, Section 209, Additional Bonds, In addition to the Bonds authorized under the provisions of Sections 208 of this Article, Additional Bonds of the City may be issued under and secured by this Resolution, on a parity as to the pledge of the Net Revenues of the Stormwater Utility with the Bonds theretofore issued under Sections 208, 209 and 210 of this Resolution and secured by this Resolution and then Outstanding, subject to the conditions hereinafter provided in this Section, from time to time for the purpose of paying all or any part of the Cost of any Improvements and funding the Reserve Account and/or the Rate Stabilization Account Before any Additional Bonds shaIl be issued under the provisions of this Section, the Commission shall adopt a Series Resolution authorizing the issuance of such Additional Bonds, fixing the amount and the details thereof and describing in brief and general terms the Improvements to be constructed or acquired and the Accounts to be funded with the proceeds of such Additional Bonds, The Additional Bonds of each Series issued under the provisions of this Section shall be dated, shall be stated to mature (subject to the right of prior redemption as hereinafter set forth) on such date or dates and in such year or years, shaIl bear interest at such rate or rates, fixed or variable, shaIl have such Credit Facility, Liquidity Facility, Reserve Account Letter of Credit, Reserve Account Insurance Policy and/or Interest Rate Swap, shaIl have such Bond Registrar, any Term Bonds of such Series shall have such Amortization Requirements, may be made redeemable at such times and prices (subject to the provisions of Article III of this Resolution) and may be subj ect to tender for purchase, all as may be provided 35 Miami; 23074-00014; Dotumeatj/: 5311v5 by the Series Resolution for such Additional Bonds, Such Additional Bonds shaIl be executed in the form and manner hereinabove set forth, with such changes as may be necessary or appropriate to conform to the provisions of the Series Resolution therefor, and shaIl be deposited with the Bond Registrar for authentication and delivery, but before such Additional Bonds shaIl be delivered by the Bond Registrar, there shaIl be filed with the City the foIlowing: (a) a copy, certified by the City Clerk, of the Series Resolution for such Series of Additional Bonds; (b) a copy, certified by the City Clerk, of the resolution, if other than the Series Resolution for such Series of Additional Bonds, adopted by the Commission awarding such Additional Bonds, specifying, or providing for the determination of, the interest rate or rates for such Additional Bonds, or the initial interest rate if such Additional Bonds bear interest at a variable rate and directing the delivery of such Additional Bonds to or upon the order of the purchasers therein named upon payment of the purchase price therein set forth; (c) a certificate of the Finance Director, an Accountant or the Rate Consultant demonstrating that either (i) the percentage derived by dividing the Net Revenues projected for the Stormwater Utility for the Fiscal Year foIlowing the Fiscal Year in which the Completion Date of the Improvements to be financed by the Additional Bonds then to be delivered is expected to occur, as certified by the Rate Consultant adjusted as hereinafter permitted in the next succeeding paragraph of this Section, by the Maximum Principal and Interest Requirements, including the Principal and Interest Requirements with respect to the Additional Bonds then to be delivered, for any future Fiscal Year is not less than one hundred ten per centum (11 0%); or (ii) the percentage derived by dividing the Net Revenues for any period of twelve consecutive months selected by the City out of the eighteen months preceding the delivery of such certificate, by the Maximum Principal and Interest Requirements, including the Principal and Interest Requirements with respect to the Additional Bonds then to be delivered, for any future Fiscal Year is not less than one hundred ten per centum (110%) (the period during which Net Revenues are determined for purposes of this clause (c) being referred to hereinafter as the "Measurement Period"); (d) if, in connection with such Series of Additional Bonds, there shaIl be filed with the City the certificate specified in (c)(i) above, a certificate of the Rate Consultant setting forth the projected Net Revenues for the Fiscal Year foIlowing the Fiscal Year in which the Completion Date of the Improvements to be financed by the Additional Bonds then to be delivered is expected to occur; (e) an opinion of the City Attorney or Bond Counsel that the issuance of such Additional Bonds has been duly authorized and that all conditions precedent to the delivery of such Additional Bonds have been fuIfiIled; and (f) a certificate of the Finance Director to the effect that no event of default, as defined in Section 802 of this Resolution, and no event which with the passage oftime, 36 Miuai;23014-00014;~I:IlI#,S311vS the giving of notice or both would become an event of default has occurred within the twelve (12) consecutive calendar months prior to the date of such certificate and is continuing, or, if any such event or event of default has occurred and is continuing, that the issuance of such Series of Additional Bonds wi!! cure the same, In determining whether to execute and deliver the certificate mentioned in clause (c) of this Section 209, the following adjustments to Net Revenues may be made: (1) If the City, prior to the issuance of the proposed Additional Bonds, shall have increased the rates, fees, rentals or other charges for the services of the Stormwater Utility, the Net Revenues for the Measurement Period shall be adjusted to show the Net Revenues which would have been derived from the Stormwater Utility in such Measurement Period as if such increased rates, fees, rentals or other charges for the services of the Stormwater Utility had been in effect during all of such Measurement Period, (2) If the City shall have acquired or has contracted to acquire any privately or publicly owned existing stormwater management utility system, then the Net Revenues derived from the Stormwater Utility during the Measurement Period shall be increased by addition to the Net Revenues for the Measurement Period of the net revenues which would have been derived from said existing stormwater management utility system as if such existing stormwater management utility system had been a part of the Stormwater Utility during the Measurement Period, For the purposes of this paragraph, the Net Revenues derived from said existing stormwater management utility system during the Measurement Period shall be adjusted by deducting the cost of operation and maintenance of said existing stormwater management utility system from the gross revenues of said existing stormwater management utility system in the same manner provided in this Resolution for the determination of Net Revenues, (3) If the City, in connection with the issuance of Additional Bonds, shall enter into a contract (with a duration not less than the final maturity of such Additional Bonds) with any public or private entity whereby the City agrees to furnish services in connection with any stormwater management utility system then the Net Revenues of the Stormwater Utility during the Measurement Period shall be increased by the least amount which said public or private entity shall guarantee to pay in anyone year for the furnishing of said services by the City, after deducting therefrom the proportion of operating expenses and repair, renewal and replacement cost attributable in such year to such services, Such payments shall be deemed to be Net Revenues of the Stormwater Utility and pledged for the Bonds in the same manner as other Net Revenues of the Stormwater Utility, (4) If the City has covenanted to levy Special Assessments or Impact Fees against property to be benefitted by any Improvements (which levy must be done in accordance with State law), and if, in the case of Special Assessments, the City has pledged or pledges such Special Assessments to the payment of Bonds or portions thereof as provided in Section 516 hereof and if, in the case ofImpact Fees, such Impact Fees are 37 Miami;23074-OQ014;Ilocaolmt#:S311vS legaIly available for application with respect to Bonds or portions thereof as pennitted under clause "FIRST" of Section 515, then solely for purposes of clauses (c) and (d) above the Net Revenues during the Measurement Period shall be increased by the amount which the Consulting Engineers estimate wi!! be received from the levy of said Special Assessments or Impact Fees, as the case may be, during any Fiscal Year occurring within three years of the date of the sale of such Additional Bonds, said amount to be the instaIlment payments on the Special Assessments or Impact Fees, as the case may be, plus, in the case of Special Assessments, any interest payable on the unpaid portion of the Special Assessments during such Fiscal Year, When the documents mentioned above in this Section shaIl have been filed with the City and when the Additional Bonds described in the resolutions mentioned in clauses (a) and (b) of this Section shall have been executed by the City and authenticated by the Bond Registrar as required by this Resolution, the Bond Registrar shaIl deliver such Additional Bonds at one time to or upon the order of the purchasers named in said resolutions, but only upon payment to the Finance Director of the purchase price of such Additional Bonds, The Finance Director shall be entitled to rely upon such resolutions as to all matters stated therein, The proceeds (excluding accrued interest and any premium) of such Additional Bonds shaIl be paid to the City for deposit (i) to the credit of a special account in the Construction Fund appropriately designated for application to the payment of the Cost (as defined in Section 403 of this Resolution but excluding (ii) below) of such Improvements, and (ii) to the other Accounts created under this Resolution as shall be specified by the City pursuant to the Series Resolution for such Additional Bonds, AIl of the provisions of Article IV of this Resolution which relate to the Project and the Construction Fund shaIl apply to such Improvements and the special account created with respect thereto in the Construction Fund to the extent that such provisions may be applicable; provided, however, that there may be included in the Cost of such Improvements interest accruing on such Additional Bonds prior to, during and after construction of such Improvements if and to the extent provided in the Series Resolution with respect thereto, The amount received as accrued interest upon the original issuance and delivery of such Bonds and any premium on such Bonds shaIl be deposited to the credit of the Bond Service Subaccount for application to the first interest due on such Bonds, Section 210, Refunding Bonds, Refunding Bonds may be issued under and secured by this Resolution, subject to the conditions hereinafter provided in this Section, from time to time for the purpose of providing funds for refunding all or any portion of the outstanding Bonds of anyone or more Series by payment at maturity or redemption at a selected redemption date or dates or combination of such payment at maturity and redemption, including the payment of any redemption premium thereon and any interest which wi!! accrue on such Bonds to such maturity dates or selected redemption date or dates or combination of maturity and redemption dates, funding the Reserve Account and/or the Rate Stabilization Account and paying any expenses incurred or to be incurred in connection with such refunding, Before any Series of Refunding Bonds shaIl be issued under the provisions of this Section, the Commission shall adopt a Series Resolution authorizing the issuance of such Refunding Bonds, fixing the amount and details thereof, describing the Bonds to be refunded 38 Mi.ami;2J074-00014;J:/o<;umeDI#:S311rl and the Accounts to be funded with proceeds of such Refunding Bonds and setting forth the determination of the Commission that such refunding is in the best interests of the City and the users of the Stormwater Utility and stating the reasons for such determination, Such Refunding Bonds shaIl be dated, shaIl be stated to mature (subject to the right of prior redemption as hereinafter set forth) on such date or dates and in such year or years, shaIl bear interest at such rate or rates, fixed or variable, shaIl have such Credit Facility, Liquidity Facility, Reserve Account Letter of Credit, Reserve Account Insurance Policy and/or Interest Rate Swap, shaIl have such Bond Registrar, any Term Bonds of such Series shaIl have such Amortization Requirements, may be made redeemable at such times and prices (subject to the provisions of Article III of this Resolution) and may be subject to tender for purchase, all as may be provided by the Series Resolution for such Refunding Bonds, Except as to any differences in the maturities thereof or the rate or rates of interest or the provisions for redemption, such Refunding Bonds shaIl be on a parity as to the pledge of Net Revenues of the Stormwater Utility with and shaIl be entitled to the same benefits and security under this Resolution as all other Bonds issued under Sections 208, 209 and 210 of this Resolution, Such Refunding Bonds shaIl be executed substantiaIly in the form and manner hereinabove set forth, with such changes as may be necessary or appropriate to conform to the provisions of the Series Resolution therefor, and shall be deposited with the Bond Registrar for authentication and delivery, but prior to or simultaneously with the delivery of such Refunding Bonds by the Bond Registrar, there shaIl be filed with the City the foIlowing: (a) a copy, certified by the City Clerk, of the Series Resolution with respect to such Refunding Bonds; (b) a copy, certified by the City Clerk, of the resolution, if other than the Series Resolution for such Series of Refunding Bonds, adopted by the Commission, awarding such Refunding Bonds, specifying, or providing for the determination of, the interest rate or rates for such Refunding Bonds, or the initial rate if such Refunding Bonds bear interest at a variable rate, determining, or providing for the determination of, the disposition of the moneys on deposit in the Debt Service Account and any other funds and accounts on account of the Bonds to be refunded, and directing the delivery of such Refunding Bonds to or upon the order of the purchasers therein named upon payment of the purchase price therein set forth; (c) an opinion of Bond Counsel to the effect that upon the issuance of such Refunding Bonds and the application of the proceeds thereof, the Bonds to be refunded wi!! no longer be deemed to be Outstanding under this Resolution and that the issuance of the Refunding Bonds wiIl not adversely affect the exclusion of interest on any Bonds then Outstanding from gross income for federal income tax purposes; (d) an opinion of the City Attorney or Bond Counsel that the issuance of such Refunding Bonds has been duly authorized and that all conditions precedent to the delivery of such Refunding Bonds have been fuIfiIled; ( e) such documents as shaIl be required by the Finance Director to show that provision has been duly made in accordance with the provisions of this Resolution for the 39 Miami;23074-0001<4;Doeumeatll:S31IvS payment or redemption or combination of such payment and redemption of all of the Bonds to be refunded; and (f) either (i) a certificate of the Finance Director that the issuance of the Refunding Bonds wi!! result in a decrease in total Principal and Interest Requirements for all Bonds Outstanding, or (ii) the certificates required by clauses (c), (d) and (f) of Section 209 of this Resolution; provided, however, that with respect to the certificates required under clauses (c)(i) and (d), the projected Net Revenues shall be computed for the Fiscal Year immediately following the issuance of the Refunding Bonds, When the documents mentioned above in this Section shall have been filed with the City Clerk and when the Refunding Bonds described in the resolutions mentioned in clauses (a) and (b) of this Section shaIl have been executed by the City and authenticated by the Bond Registrar as required by this Resolution, the Bond Registrar shall deliver such Refunding Bonds at one time to or upon the order of the purchasers named in said resolutions, but only upon payment to the Finance Director of the purchase price of such Refunding Bonds, The Finance Director shall be entitled to rely upon such resolutions as to all matters stated therein, Simultaneously with the delivery of such Refunding Bonds, the Finance Director shall withdraw, if so provided pursuant to the Series Resolution or the resolution mentioned in clause (b) ofthis Section 210, from the appropriate subaccounts of the Debt Service Account an amount equal to the amount on deposit therein on account of the principal of, redemption premium, if any, and the interest on the Bonds to be refunded and from the Reserve Account all or a portion of the amount equal to the amount on deposit therein on account of the Bonds to be refunded, and apply the amount so withdrawn in accordance with the Series Resolution or the resolution mentioned in clause (b) of this Section 210, The total amount so withdrawn, if so provided pursuant to the Series Resolution or the resolution mentioned in clause (b) of this Section 210, the proceeds of such Refunding Bonds (including accrued interest) and any other moneys provided for such purpose, shall be applied by the Finance Director as follows: (1) the accrued interest received as part of the proceeds of such Refunding Bonds shall be deposited to the credit of the Bond Service Subaccount for application to the first interest due on such Refunding Bonds; (2) an amount which, together with any income which shall be derived from the investment of such amount pursuant to this clause (2) and any other available funds, shaIl be sufficient to pay the principal of and redemption premium, if any, and the interest on the Bonds to be refunded hereunder, either at maturity or a selected redemption date or dates or combination of such payment and redemption, shall be deposited by the Finance Director to the credit of a special fund, appropriately designated, to be held in trust by an escrow agent, for the sole and exclusive purpose of paying such principal, redemption premium, if any, and interest; and moneys held for the credit of such fund shall, as nearly as may be practicable and reasonable, be invested and reinvested by such escrow agent at the direction of the Finance Director in Govemment Obligations which shall mature, or which shall be subject to redemption by the holder thereof at the option of such holder, 40 MiImi;23070t.00014;00amIcD11I:S31IvS not later than the respective dates when the moneys held for the credit of such fund will be required for the purposes intended; (3) such amount shall be applied to, or set aside for, the payment of the expenses incident to such refunding as shall be specified pursuant to the Series Resolution relating to such Refunding Bonds; and (4) any balance of such proceeds shall be deposited to the credit of the other Accounts created under this Resolution as shall be specified pursuant to the Series Resolution relating to such Refunding Bonds, Section 21 L State Revolving Fund Indebtedness, In addition to the Bonds authorized pursuant to the provisions of Section 208, 209 and 210 and to the extent permitted by the laws of the United States and of the State from time to time in effect, the City may incur other forms of indebtedness related to the Stormwater Utility in connection with the State Revolving Fund as follows: (a) The City may incur State Revolving Fund Indebtedness so long as such debt constitutes Additional Bonds under Section 209 of this Resolution or Utility Debt under this Resolution, (b) The City may issue Refunding Bonds under and subject to the conditions contained in Section 210 of this Resolution for the purpose ofrefinancing any State Revolving Fund Indebtedness; provided, however, that if the State Revolving Fund Indebtedness is not then secured by Net Revenues on a parity with Bonds issued hereunder, the certificate required under Section 210(f)(ii) must be delivered in connection with such issuance, Section 212, Other Indebtedness, In addition to the Bonds authorized pursuant to the provisions of Section 208, 209 and 210 and State Revolving Fund Indebtedness authorized pursuant to the provisions of Section 211, and to the extent permitted by the laws of the State from time to time in effect, the City may incur other forms of indebtedness related to the Stormwater Utility, as follows: (a) The City may incur Short-Term Indebtedness, payable on a parity as to the pledge of Net Revenues of the Stormwater Utility with the Bonds, if immediately after incurrence of such Short-Term Indebtedness, the outstanding principal amount of all Short-Term Indebtedness does not exceed ten per centum (10%) of the Net Revenues of the Stormwater Utility as shown on the Annual Budget for the current Fiscal Year, (b) The City may incur Subordinated Indebtedness without limit as to amount (c) The City may issue Convertible Bonds, secured on a parity as to the pledge of Net Revenues of the Stormwater Utility with Bonds issued hereunder, provided that such Convertible Bonds are issued under Section 209 or 210 of this Resolution and such Convertible Bonds comply with the tests of such Sections based upon the form of such Convertible Bonds at the time of their issuance, 41 MiIlllli;23074-00014;DcIcumalI#,S311v5 (d) The City may issue Optional Tender Bonds, secured on a parity as to the pledge of Net Revenues of the Stormwater Utility with Bonds issued hereunder, provided that such Optional Tender Bonds comply with the test for the issuance of Bonds contained in Section 209 or 210 of this Resolution, and so long as (i) such Bonds are the subject of a remarketing agreement between the City or the trustee for such holders and an investment banking firm with experience in marketing securities on a national basis and (ii) there is in effect with respect to such Optional Tender Bonds a Liquidity Facility, then the provisions with respect to Optional Tender Bonds contained in the definition of Principal and Interest Requirements shal1 apply to such Optional Tender Bonds. In demonstrating compliance with the test for the issuance of Additional Bonds contained in Section 209 hereof, the principal requirements for Optional Tender Bonds shal1 include the regularly scheduled principal payments, either upon payment at maturity or redemption in satisfaction ofthe Amortization Requirements for such Bonds and shal1 not include the payment of the purchase price of such Bonds upon their tender for purchase. (e) The City may issue Variable Rate Bonds upon compliance with the tests for the issuance of Bonds contained in Sections 209 or 210 of this Resolution, using for the purpose of demonstrating compliance with such tests the interest rate assumption with respect to Variable Rate Bonds contained in the definition of Principal and Interest Requirements. (f) The City may incur Balloon Indebtedness upon compliance with the tests for the issuance of Bonds contained in Section 209 or 210 of this Resolution, using for the purpose of demonstrating compliance with such tests the amortization assumption with respect to Bal100n Indebtedness contained in the definition of Principal and Interest Requirements. (g) The City may issue or incur Alternative Parity Debt secured on a parity as to the pledge of the Net Revenues of the Stormwater Utility with the Bonds issued hereunder if, but only if, the fol1owing conditions are complied with: (1) The City must satisfy the requirements set forth in Section 209, 210 or 211 (b) of this Resolution pertaining to the issuance of additional parity Bonds as though such requirements were expressly applicable to Alternative Parity Debt. (2) The instrument evidencing such Alternative Parity Debt shall include a cross default provision with this Resolution to the effect that, prior to exercising any remedies upon a default by the City under such instrument, the holders of such Alternative Parity Debt or their representative shal1 cooperate with the Holders of Bonds Outstanding under this Resolution or their representative so that the interest of such holders and the Holders of Bonds issued under this Resolution shal1 be equal1y and ratably protected. 42 Milllli;l1074-00014,DocImiIllll.:531IvS (3) The City shal1 duly authorize the issuance or incurrence of such Alternative Parity Debt. Upon satisfaction of the foregoing conditions the Finance Director shal1 certify in writing that the proposed indebtedness satisfies the conditions set forth in this Resolution to be deemed Alternative Parity Debt, and, upon such certification, such indebtedness shal1 be so deemed. Upon the issuance of Alternative Parity Debt, notwithstanding the provisions of Section 505 hereof, Net Revenues may be applied (on a parity basis with the application of such revenues under Section 505 hereof) as required under the ordinance or resolution authorizing the issuance of such Alternative Parity Debt. The City shal1 take such actions (including amending or supplementing this Resolution and any other col1ateral agreement or document) and execute, deliver, file and record such instruments of security as may be necessary or appropriate to grant or to otherwise secure for the holders of the Alternative Parity Debt a lien on the Net Revenues of the Stormwater Utility on a parity with that of al1 other holders of Alternative Parity Debt and Holders of Bonds. (h) The City may secure Credit Facilities, Liquidity Facilities, Reserve Account Insurance Policies and Reserve Account Letters of Credit and, as provided in Section 715 hereof, grant security interests and liens with respect thereto. (i) Nothing in this Resolution shal1 prohibit the City from entering into Interest Rate Swaps. Section 213. Temporary Bonds. Until the definitive Bonds of any Series are ready for delivery, there may be executed by the City and authenticated by the Bond Registrar, and the City may deliver, in lieu of definitive Bonds and subject to the same limitations and conditions except as to identifying numbers, temporary printed, engraved, lithographed or typewritten Bonds in the denomination of Five Thousand Dol1ars ($5,000) or any whole multiple thereof, substantial1y of the tenor hereinabove set forth, in ful1y registered form without coupons, and with appropriate omissions, insertions and variations as may be required. The City shal1 cause the definitive Bonds to be prepared and to be executed, endorsed and delivered to the Bond Registrar, and the Bond Registrar upon presentation of any temporary Bond shal1 cancel the same and authenticate and deliver, in exchange therefor, at the place designated by the Holder, without expense to the Holder, a definitive Bond or Bonds of the same Series and in the same aggregate principal amount, maturing on the same date and bearing interest at the same rate as the temporary Bond surrendered. Until so exchanged, the temporary Bonds shal1 in al1 respects, including the privilege of registration and registration of transfer ifso provided, be entitled to the same benefit of this Resolution as the definitive Bonds to the issued and authenticated hereunder, and interest on such temporary Bonds and notation of such payment shal1 be endorsed thereon. Section 214. Mutilated. Destroved or Lost Bonds. In case any Bonds secured hereby shal1 become mutilated or be destroyed or lost, the City may cause to be executed, and the Bond Registrar may deliver, a new Bond of like date, number and tenor in exchange and substitution for and upon the cancel1ation of such mutilated Bond or in lieu of and in substitution for such 43 Miami; 13014-00014: DocvmCllt.: 53l1vS Bond destroyed or lost, upon the Holder's paying the reasonable expenses and charges of the City and the Bond Registrar in connection therewith and, in the case of a Bond destroyed or lost, the Holder's filing with the Bond Registrar evidence satisfactory to the Bond Registrar that such Bond was destroyed or lost, and of his ownership thereof, and furnishing the City and the Bond Registrar with indemnity satisfactory to each of them. Section 215. Provisions with Respect to Book-Entrv Svstem. The provisions of this Article contained in Sections 202 to 207, inclusive, may be changed or varied with respect to any Series of Bonds issued under this Article in any Series Resolution or other agreement applicable to such Series of Bonds for the purposes of (1) complying with the requirements of any automated depository and clearinghouse for securities transactions and (2) effectuating any book-entry only registration and payment system. Appropriate officers and officials of the City are hereby authorized to enter into agreements, including the Letter of Representations, with DTC and other depository trust companies, including but not limited to agreements necessary for wire transfers of interest and principal payments with respect to any Series of Bonds, utilization of electronic book entry data received from DTC and other depository trust companies in place of actual delivery of Bonds and provision of notices with respect to Bonds registered by DTC and other depository trust companies (or any of their designees identified to the City) by overnight delivery, courier service, telegram, telecopy or other similar means of communication. Section 216. Capital Appreciation Bonds: Capital Appreciation and Income Bonds. For purposes of determining the principal amount of a Capital Appreciation Bond or a Capital Appreciation and Income Bond for redemption, acceleration or computation of the amount of Bonds held by the Holder thereof in giving to the City any notice, covenant, request or demand pursuant to this Resolution for any purpose whatsoever, the principal amount of a Capital Appreciation Bond shal1 be deemed to be its Accreted Value and the principal amount of a Capital Appreciation and Income Bond shal1 be deemed to be its Appreciated Value. [END OF ARTICLE II] 44 MilUlli;2l074-00014; DocwnenIN: 511lvS ARTICLE III REDEMPTION OF BONDS Section 301. Redemption General1v. The Bonds of each Series issued under the provisions ofthis Resolution shal1 be subject to redemption, either in whole or in part and at such times and prices, as may be provided by the Mayor's Certificate with respect to the Series 2000 Bonds and pursuant to the Series Resolution relating to any other Series of Bonds with respect to such other Bonds. Section 302. Selection of Bonds for Redemption or Purchase. The City shall, in accordance with the terms and provisions of the Bonds and of this Resolution, select the Bonds or portions thereof to be purchased or redeemed; provided, however, that the Bond Registrar shal1 select Bonds of anyone Series and maturity to be redeemed in part by lot or by such other manner as the Bond Registrar shal1 deem appropriate. The City shal1 promptly notify in writing the Bond Registrar of the Bonds so selected by the City for redemption. In selecting Bonds for redemption, each Bond of each Series of Bonds shal1 be treated as representing that number of Bonds of the lowest authorized denomination of that Series as is obtained by dividing the principal amount of such Bond by such denomination. Section 303. Redemption Notice. Unless otherwise provided in a Series Resolution relating to any Series of Bonds with respect to such Bonds, at least thirty (30), but not more than sixty (60), days before the redemption date, a notice of any such redemption, either in whole or in part, (a) shal1 be filed by the City with the Bond Registrar and (b) shal1 be mailed by the Bond Registrar, first class mail, postage prepaid, to al1 registered owners of Bonds to be redeemed at their addresses as they appear on the registration books hereinabove provided for, but failure so to mail any such notice to any registered owner shal1 not affect the validity ofthe proceedings for such redemption. Each such notice shal1 specify the redemption date and the place or places where amounts due upon such redemption will be payable and, ifless than al1 ofthe Bonds are to be redeemed, the numbers or other distinguishing marks of such Bonds to be redeemed in part and the respective portions thereof to be redeemed. Such notice shal1 further state that on such date there shal1 become due and payable upon each of the Bonds to be redeemed the redemption price or the specified portions thereof in the case of Bonds to be redeemed in part only, together with interest accrued to the redemption date, and that from and after such date interest thereon shal1 cease to accrue and be payable on such Bonds or portions thereof so redeemed. In addition to the foregoing notice, further notice of the matters set forth above in this Section 303 shal1 be given by the Bond Registrar as set out in this paragraph, but no defect in said further notice nor any failure to give al1 or any portion of such further notice shall in any manner defeat the effectiveness of a cal1 for redemption if notice thereof is given as above prescribed. Each further notice of redemption shal1 be sent at least 35 days before the redemption date by registered or certified mail or overnight delivery service to (i) DTC and (ii) at least one of the fol1owing national information services that disseminate notices of redemption on obligations such as the Bonds, if at the time in existence: Financial Information Services' Cal1ed Bond Electronic Service and S&P Kenny Info Service's Cal1ed Bond. 45 Miami; 23074..QOO14;IloCIIlDelIt#: 5311VS Upon the payment of the redemption price of Bonds being redeemed, each check or other transfer of funds issued for such purpose shal1 bear a description of the issue and maturity of the Bonds being redeemed with the proceeds of such check or other transfer. The provisions concerning the manner of giving notice of redemption may be changed or varied or supplemented in any Series Resolution applicable to any Series of Bonds issued under this Resolution for the purpose of complying with any govemmental or industry standards from time to time in effect. Section 304. Partial Redemption of Bonds. In the event that only part of the principal sum of any Bond shal1 be cal1ed for redemption or prepaid, payment of the amount to be redeemed or prepaid shal1 be made only upon surrender of such Bond to the Bond Registrar. Upon surrender of such Bond, the Bond Registrar shal1 cause to be executed and deliver to the registered owner thereof at the principal office of the Bond Registrar, new duly executed Bonds, of authorized principal sums equal in aggregate principal amount to, and of the same maturity and interest rate as, the unredeemed portion of the Bond surrendered. Section 305. Effect of Calling for Redemption. On the date so designated for redemption, notice having been filed and mailed in the manner and under the conditions hereinabove provided, the Bonds so cal1ed for redemption shal1 become and be due and payable at the redemption price provided for redemption of such Bonds on such date, and, moneys for payment of the redemption price being held in separate accounts by the Finance Director or by the Bond Registrar in trust for the Holders of the Bonds to be redeemed, al1 as provided in this Resolution, interest on the Bonds so cal1ed for redemption shal1 cease to accrue, such Bonds shal1 cease to be entitled to any lien, benefit or security under this Resolution, and the Holders or registered owners of such Bonds shal1 have no rights in respect thereof except to receive payment of the redemption price thereof and accrued interest thereon. Section 306. Cancel1ation of Bonds. Al1 Bonds paid, redeemed or purchased, either at or before maturity, shal1 be delivered to the Bond Registrar when such payment, redemption or purchase is made and such Bonds shal1, except as provided by Section 304 hereof, thereupon be cancel1ed. The Bond Registrar shal1 certify to the City the details of al1 Bonds so cancel1ed. Al1 Bonds cancel1ed under any of the provisions of this Resolution either shal1 be delivered to the City or destroyed by the Bond Registrar, as the City directs. Upon destruction of any Bonds, the Bond Registrar shal1 execute a certificate in duplicate, describing the Bonds so destroyed, and one executed certificate shal1 be filed with the City and the other executed certificate shal1 be retained by the Bond Registrar. Section 307. Bonds Cal1ed for Redemption Deemed Not Outstanding. If (a) (1) Bonds shal1 have been duly cal1ed for redemption under the provisions of this Article or (2) irrevocable instructions have been given by the City to the Bond Registrar or to a bank, trust company or other appropriate fiduciary institution acting as escrow agent (the "escrow agent") to (i) cal1 Bonds for redemption under the provisions of this Article, (ii) pay Bonds at their maturity or maturities or (iii) both cal1 Bonds for redemption under the provisions of this Article and pay Bonds at their maturity or maturities in any combination (the Bonds described in clauses (a)(I) and (a)(2) are herein col1ectively cal1ed the "Bonds to be Paid"), and (b) cash or Sufficient 46 MWni,23074-00014;Doo;ummt#:5311vS Government Obligations (hereinafter defined) are held in separate accounts by the Bond Registrar or escrow agent solely for the holders of the Bonds to be Paid, then the Bonds to be Paid shal1 not be deemed to be outstanding under the provisions of this Resolution and shal1 cease to be entitled to any benefit or security under this Resolution other than to receive payment of principal, redemption premium, if any, and interest from such moneys. For purposes of this Section 307, "Sufficient Government Obligations" shal1 mean Government Obligations which are in such principal amounts, bear interest at such rate or rates and mature (without the option of prior redemption) on such date or dates so that the proceeds to be received upon payment of such Government Obligations at their maturity and the interest to be received thereon will provide sufficient amounts in cash on the dates required to pay the principal of and redemption premium, if any, and the interest on the Bonds to be Paid to the dates of their maturity or redemption. [END OF ARTICLE III] 47 MiIllli,131174-OOO14;DocImiellIJJ:S3IlvS ARTICLE IV CONSTRUCTION FUND Section 401. Construction Fund. A special fund to be maintained by the City is hereby created and designated "Stormwater Construction Fund" (herein sometimes cal1ed the "Construction Fund"). A special account within the Construction Fund is hereby created and designated "Series 2000 Construction Account", in which shal1 be deposited the amount required to be deposited therein pursuant to Section 208 of this Resolution. The moneys in the Construction Fund shal1 be held in trust and applied to the payment of a portion of the Costs of the Project and if Additional Bonds are issued under Section 209 of this Resolution to the Costs of constructing or acquiring Improvements and, pending such application, shal1 be subject to a lien and charge in favor of the Holders of the Series of Bonds issued under this Resolution the proceeds of which were deposited to the credit of the Construction Fund and for the further security of such Holders until paid out as herein provided. For each Series of Additional Bonds issued pursuant to Section 209 ofthis Resolution for the purpose of payment of the Cost of Improvements, the City shal1 create a separate special account within the Construction Fund, entitled "Series. . . Construction Account", to which shal1 be deposited the amounts provided from such Series of Additional Bonds for construction of Improvements. Section 402. Payments from Construction Fund. Payment of the Cost of the Project and any Improvements shal1 be made from the special accounts within the Construction Fund as herein provided. Al1 such payments shal1 be subject to the provisions and restrictions set forth in this Article and the City covenants that it will not cause or permit to be paid from the Construction Fund any sums except in accordance with such provisions and restrictions. Moneys in the Construction Fund shal1 be disbursed by check, voucher, order, draft, certificate or warrant signed by anyone or more officers or employees of the City having such duties under City rules and regulations or designated by resolution of the Commission from time to time, for such purpose or if the City shal1 so elect, by wire transfer. Section 403. Cost of Proiect and Improvements. For the purposes of this Article, the Cost of the Project and any Improvements to be constructed or acquired shal1 include, without intending thereby to limit or to restrict or to extend any proper definition of such Cost under the provisions of this Resolution, the fol1owing: (a) obligations incurred for labor and materials and to contractors, builders and materialmen in connection with the construction of enlargements, improvements and extensions, for machinery and equipment, and for the restoration of property damaged or destroyed in connection with such construction; (b) interest accruing upon any Bonds or upon any other Utility Debt of the City incurred to finance the Project or Improvements prior to the commencement of and during construction or for any additional period as may be authorized by law if so 48 Millllli;23074-00014,DocumcnIN:53l1vS provided, and subject to any limitation, in the Series Resolution providing for the issuance of such Bonds; (c) the cost of acquiring any privately owned stormwater management utility system now serving any portion of the City and territory adjacent thereto, or any part of such system, either within or without or partly within or partly without the corporate limits of the City; (d) the cost of acquiring by purchase, if such purchase shall be deemed expedient, and the amount of any award or final judgment in any proceeding to acquire by condemnation, such land, property rights, right-of-way, franchises, easements, and other interests in lands as may be deemed necessary or convenient in connection with such construction or with the operation of the Stormwater Utility, and the amount of any damages incident thereto; (e) expenses of administration properly chargeable to such construction or acquisition, legal, architectural and engineering expenses and fees, costs of audits and of preparing and issuing the Bonds, fees and expenses of consultants, financing charges, taxes or other governmental charges lawful1y assessed during construction, premiums on insurance in connection with construction, deposits to the Reserve Account and the Rate Stabilization Account, premiums for bond insurance, interest rate insurance or insurance assuring availability of the amounts required to be on deposit in the Reserve Account, initial set-up fees and annual fees for letters of credit, lines of credit, standby bond purchase agreements or other similar credit enhancement or liquidity enhancement devices and tender agent fees and fees payable for remarketing Bonds during the period of construction of the Project or any Improvements for which Bonds supported by such devices were issued and al1 other items of expense not elsewhere in this Section specified, incident to the financing, construction or acquisition of the Project and any Improvements and the placing of the same in operation; and (f) any obligation or expense heretofore or hereafter incurred by the City for any of the foregoing purposes, including the cost of materials, supplies or equipment furnished by the City in connection with the construction of the Project and any Improvements and paid for by the City out of funds other than moneys in the Construction Fund. Section 404. Title to Properties ACQuired. The City further covenants that the Project and any Improvements will be constructed on or under land which is owned or can be acquired by the City in fee simple or over or under which the City shal1 acquire or can acquire either by long term lease or by perpetual easements for the purposes of the Stormwater Utility, free from al1 liens, encumbrances and defects of title which have a material1y adverse effect upon the City's right to use such lands or properties for the purposes intended or which have been adequately guarded against by a bond or other form of indemnity, or lands, including public streets and highways, the right to use and occupy which for such purposes shal1 be vested in the City by law or by valid rights of way, easements, franchises, licenses or agreements. 49 MiIlni;2101-4-00014;Dol:wDmIN,$]lIvS Section 405. Disposition of Construction Fund Balance. When the construction of the Project or any Improvements for which a Series of Additional Bonds were issued shall have been completed (which fact shal1 be evidenced to the Finance Director by a certificate stating the Completion Date, approved by the Consulting Engineers), the balance in the special account or accounts of the Construction Fund not reserved by the City for the payment of any remaining part of the Cost of the Proj ect or such Improvements shal1 be transferred by the Finance Director, in the discretion of the City, to the credit of the Enterprise Fund or to the credit of the Debt Service Account for the payment of Bonds or retained in the Construction Fund and used to pay the Cost of a different Improvement or Improvements which have been approved by the Commission or applied to redeem Bonds in a manner permitted under this Resolution and the Mayor's Certificate or a Series Resolution, as applicable. Before undertaking any such transfer, the Finance Director shal1 procure an opinion of Bond Counsel to the effect that the proposed transfer will not adversely affect the exclusion of interest on any Bonds from gross income for federal income tax purposes. [END OF ARTICLE IV] 50 Miami; 13074-00014: Doo;v.menlN:SlllvS ARTICLE V REVENUES AND FUNDS Section 501. Stormwater Rates. The City covenants that the schedules of rates for stormwater management service by the Stormwater Utility will not be less than the rates required to enable the City to comply with the requirements of Section 502 hereof. So long as the City is in compliance with the requirements of Section 502 hereof, the City may from time to time revise the rates for stormwater management service by the Stormwater Utility. Section 502. Rate Covenant. The City further covenants that it wil1 fix, charge and col1ect reasonable rates and charges for the use of the services and facilities furnished by the Stormwater Utility and that from time to time, and as often as it shal1 appear necessary, it will adjust such rates and charges by increasing or decreasing the same or any selected categories of rates and charges so that the Net Revenues (excluding from the computation of Current Expenses for any Fiscal Year any amount received from any source other than Revenues and applied to the payment of Current Expenses in such Fiscal Year) will be sufficient to provide an amount in each Fiscal Year at least equal to one hundred ten per centum (110%) of the Principal and Interest Requirements for such Fiscal Year on account of the Bonds then Outstanding and one hundred per centum (100%) of al1 amounts required to be deposited or paid pursuant to clauses (c), (d) and (e) of Section 505 ofthis Resolution for such Fiscal Year. If the City has covenanted to levy Special Assessments or Impact Fees against property to be benefitted by any Improvements (which levy is done in accordance with law), and if, in the case of Special Assessments, the City has pledged such Special Assessments to the payment of Bonds or portions thereof as provided in Section 516 hereof and if, in the case of Impact Fees, such Impact Fees are legal1y available for application with respect to Bonds or portions thereof as permitted under clause "First" of Section 515, then the Net Revenues in any Fiscal Year for purposes of this Section 502 shal1 be increased by the amount which the Consulting Engineers estimate will be received from the levy of said Special Assessments or Impact Fees, as the case may be, during such Fiscal Year, said amount to be the instal1ment payments on the Special Assessments or Impact Fees, as the case may be, plus, in the case of Special Assessments, any interest payable on the unpaid portion of the Special Assessments during such Fiscal Year. If in any Fiscal Year the Net Revenues shal1 be less than the amount required under the preceding paragraphs of this Section, within 30 days of the receipt of the audit report for such Fiscal Year, the City shal1 either cause the Finance Director, or employ a Rate Consultant, to review and analyze the financial status and operations of the Stormwater Utility and to submit, within 60 days thereafter, a written report to the City recommending revisions of the rates, fees and charges of the Stormwater Utility and the methods of operation of the Stormwater Utility that will result in producing the amount so required in the fol1owing Fiscal Year. Promptly upon its receipt of such recommendations, the City shal1 transmit copies thereof to the City Manager and, if such recommendations were prepared by the Rate Consultant, the Finance Director and shal1 revise its rates, fees and charges, or alter its methods of operation and take such other action as shal1 conform with such recommendations. 51 Miami; 23074-00014; Docvm...I#, 53tlvS If the City shall fail to comply with the recommendations of the Finance Director or the Rate Consultant, as applicable, the registered owners of not less than ten per centum (10%) in principal amount of al1 Bonds then Outstanding may institute and prosecute an action or proceeding in any court or before any board or commission having jurisdiction to compel the City to comply with the recommendations and the requirements of the preceding paragraph of this Section. If the City shal1 comply with al1 recommendations of the Finance Director or the Rate Consultant, as applicable, in respect to its rates, fees, charges and methods of operation, the failure of Net Revenues to meet the requirements in the first paragraph of this Section shal1 not constitute an Event of Default so long as the Revenues, together with available moneys in the Funds and Accounts created in Article V of this Resolution, are sufficient to pay in cash the Current Expenses and to pay the Principal and Interest Requirements on al1 Outstanding Bonds and other Utility Debt for such Fiscal Year. Section 503. Annual Budget. The City covenants that not later than thirty (30) days before the end of each Fiscal Year it will prepare a preliminary budget covering Revenues, Current Expenses, Capital Expenditures and al1 deposits to Funds and Accounts required by Section 505 of this Resolution for the ensuing Fiscal Year. Copies of each such preliminary budget shal1 be filed with the Finance Director. The City further covenants that on or before the first day of each Fiscal Year it will final1y adopt the budget covering the above items for such Fiscal Year (herein sometimes called the "Annual Budget"). Copies of the Annual Budget shal1 be filed with the Finance Director and mailed by the City to al1 Bondholders who shal1 have filed their names and addresses with the Finance Director for such purpose. If for any reason the City shal1 not have adopted the Annual Budget before the first day of any Fiscal Year, the Annual Budget for the preceding Fiscal Year shal1, until the adoption of the Annual Budget, be deemed to be in force and shal1 be treated as the Annual Budget under the provisions of this Article. The City may at any time adopt an amended or supplemental Annual Budget for the remainder of the then current Fiscal Year and the Annual Budget so amended or supplemented shal1 be treated as the Annual Budget under the provisions of this Article. There shal1 be no limitation on the nature or amount covered by any such amendment to the Annual Budget. The City further covenants that the amount expended for Current Expenses in any Fiscal Year will not exceed the reasonable and necessary amount therefor, and that it will not expend any amount for maintenance, repair and operation of the Stormwater Utility in excess of the total amount provided for Current Expenses in the Annual Budget. Nothing in this Section contained shal1 limit the amount which the City may expend for Current Expenses in any Fiscal Year provided any amounts expended therefor in excess of the total amount provided in the Annual Budget shal1 be received by the City from some source other than the Revenues of the Stormwater Utility. 52 Millllli;23074-00014;DocImiIlDIN:S31IvS Section 504. Enterprise Fund. A special fund is maintained by the City and designated the "Stormwater Utility Fund" (herein cal1ed the "Enterprise Fund"). Except as provided in Article VI of this Resolution with respect to investment income on certain Funds and Accounts, the City covenants that al1 Revenues will be col1ected by the City and deposited as received to the credit of the Enterprise Fund. Al1 moneys in the Enterprise Fund and the Accounts and Subaccounts therein shal1 be held by the City in trust and applied as provided in this Article. Section 505. Debt Service Account and Other Accounts. A special account is hereby created within the Enterprise Fund and designated "Stormwater Revenue Bonds Debt Service Account" (herein cal1ed the "Debt Service Account"). There are hereby created in the Debt Service Account two separate subaccounts designated "Bond Service Subaccount" and "Redemption Subaccount". Three additional special accounts are hereby created within the Enterprise Fund and designated "Stormwater Revenue Bonds Reserve Account" (herein cal1ed the "Reserve Account"), "Stormwater Rate Stabilization Account" (hereinafter cal1ed the "Rate Stabilization Account"), and "Stormwater Subordinated Indebtedness Account" (herein called the "Subordinated Indebtedness Account"). If required by the terms of any Series of Additional Bonds issued pursuant to Sections 209 or 211 of this Resolution or any Series of Refunding Bonds issued pursuant to Section 210 of this Resolution, the City hereby covenants to establish and maintain, pursuant to the Series Resolution for such Additional Bonds and Refunding Bonds, a separate Debt Service Account to provide for the payment of the principal of, redemption premium, if any, and interest on such Series of Bonds or to provide within the Debt Service Account and the sub accounts therein separate sub accounts as required by the terms of such Bonds. To the extent required in the applicable Series Resolution, the City hereby further covenants to establish and maintain a separate subaccount in the Reserve Account to be maintained solely for the benefit of the Holders of such Series of Bonds; otherwise, al1 Bonds outstanding shal1 be secured by amounts on deposit to the credit of the Reserve Account. If any separate Debt Service Accounts or separate subaccounts within the Account or the subaccounts therein or if any separate sub accounts within the Reserve Account are created pursuant to this paragraph, such Debt Service Accounts or separate sub accounts shal1 be funded in the manner and at the times required by the applicable Series Resolution and shal1 be held by the Finance Director separate and apart from the Debt Service Accounts or the Reserve Account or other separate subaccounts therein with respect to any other Series of Bonds issued under this Resolution, and shal1 be held solely for the benefit and security of the Series of Bonds with respect to which such separate Debt Service Account or separate subaccounts were created. Each such separate Debt Service Account or separate subaccounts therein with respect to a Series shal1 be designated "Series _ Debt Service Account" or "Series _ Subaccount," as the case may be, and each such separate subaccount within the Reserve Account shal1 be designated "Series _ Reserve Subaccount" (inserting an identifying Series year, and if more than one Series is to be issued in a single calendar year, an identifying Series letter). The moneys in each of said Funds and Accounts shal1 be held in trust and applied as hereinafter provided with regard to each such Fund and Account and, pending such application, said Funds and Accounts, other than the Subordinated Indebtedness Account, shal1 be subject to a lien and charge in favor of the Holders of the Bonds issued and Outstanding under this 53 Miami; 23074-00014. Documenl#:S311vS Resolution and for the further security of such Holders until paid out or transferred as herein provided. The City shal1, on or before the 20th day of the month next succeeding the month in which Bonds are issued under the provisions of Section 208 of this Resolution and not later than the 20th day of each month thereafter, withdraw from amounts on deposit in the Enterprise Fund, after retaining therein an amount (to be held in the Enterprise Fund for the payment of Current Expenses) equal to the amount shown by the Annual Budget to be necessary for Current Expenses during the next ensuing two (2) months, the amounts required to make the deposits described below (or if the available amounts on deposit in the Enterprise Fund are less than the required amounts, the entire balance (other than the amount required to be retained therein for the payment of Current Expenses)) and deposit the amounts so withdrawn to the credit of the fol1owing Accounts or Subaccounts in the fol1owing order: (a) To the credit of the Bond Service Subaccount of the Debt Service Account, an amount which, together with any amounts concurrently deposited therein from Impact Fees pursuant to Section 515 hereof and from Special Assessments pursuant to Section 516 hereof, will equal one-sixth (116) of the amount of interest payable on the Bonds of each Series on the next succeeding Interest Payment Date and one-twelfth (1112) or, if principal is payable semi-annual1y, one-sixth (1/6), of the next maturing installment of principal on al1 Serial Bonds then Outstanding; provided, however, that in each month intervening between the date of delivery of Bonds pursuant to Sections 208, 209, 210 or 211 of this Resolution (beginning with the month fol1owing the month in which such delivery takes place) and the next succeeding Interest Payment Date and the next succeeding principal payment date, respectively, the amount specified in this subparagraph shal1 be that amount which when multiplied by the number of deposits to the credit of the Bond Service Subaccount required to be made during such respective periods as provided above will equal the amounts required (taking into account any amounts received as accrued interest or capitalized interest from the proceeds of such Bonds) for such next succeeding interest payment and next maturing instal1ment of principal, respectively; and, provided further, that in the event the City has issued Variable Rate Bonds or entered into any Interest Rate Swaps pursuant to the provisions of this Resolution, amounts shal1 be deposited in the Bond Service Subaccount at such other times and/or in such other amounts or transferred to such other parties as necessary to pay the interest becoming due on the Variable Rate Bonds or the payments due under the Interest Rate Swaps on a parity with interest due on the Bonds, al1 in the manner provided in the applicable Series Resolutions. (b) To the credit of the Redemption Subaccount of the Debt Service Account, an amount which, together with any amounts concurrently deposited therein from Impact Fees pursuant to Section 515 hereof and from Special Assessments pursuant to Section 516 hereof, will equal one-twelfth (1/12) or, if any Bonds are required to be retired semi- annual1y in satisfaction of the Amortization Requirements therefor, one-sixth (116), of the principal amount of Term Bonds of each Series then Outstanding required to be retired in satisfaction ofthe Amortization Requirements, if any, for such Fiscal Year. 54 Millllll; 23074-00014, Documeu.IN, 5311vS (c) To the credit of the Reserve Account, such amount, if any, of any balance remaining after making the deposits under clauses (a) and (b) above (or the entire balance ifless than the required amount) as may be required to make the amount deposited to the credit of the Reserve Account in such month equal to the Reserve Account Deposit Requirement for such month; provided, however, that if the Reserve Account Deposit Requirement is being satisfied by the restoration of any amounts drawn or paid under a Reserve Account Insurance Policy or a Reserve Account Letter of Credit, there shal1 be paid to the provider thereof such amount, if any, of any balance remaining after making the deposits under clauses (a) and (b) above (or the entire balance ifless than the required amount), as may be required to cause the Reserve Account Deposit Requirement to be satisfied. (d) To the credit of the Rate Stabilization Account such amounts after making the deposits under clauses (a), (b) and (c) above (or the entire balance if less than the required amount) as shal1 be determined from time to time by the Commission for crediting thereto. (e) To the credit of the Subordinated Indebtedness Account, an amount, if any, of any balance remaining after making the deposits under clauses (a), (b), (c) and (d) above (or the entire balance if less than the required amount) equal to the sum of one- twelfth (1/12) of the principal of, redemption premium, if any, and interest coming due on any Subordinated Indebtedness during the next succeeding twelve month period and the amount, if any, required to be deposited in any special reserve subaccount established within the Subordinated Indebtedness Account as provided in Section 511 hereof. The amount of the Impact Fees shal1 be deposited as received directly to the credit of the Impact Fee Account and applied as set forth in Section 515 of this Resolution. The amount of the Special Assessments shal1 be deposited as received to the credit of the Special Assessment Account and applied as set forth in Section 516 of this Resolution. If the amount deposited in any month to the credit of any of the Accounts or subaccounts shal1 be less than the amount required to be deposited under the foregoing provisions of this Section, the requirement therefor shal1 nevertheless be cumulative and the amount of any deficiency in any month shal1 be added to the amount otherwise required to be deposited in each month thereafter until such time as al1 such deficiencies have been made up. Section 506. Pavrnent of Current Expenses. The Current Expenses shal1 be paid from the Enterprise Fund as the same become due and payable. Payments therefor from the Enterprise Fund shal1 be made in accordance with procedures established by the City from time to time, the Annual Budget and the covenants in Section 503 of this Article. Section 507. Application of Monevs in Bond Service Subaccount. Except as otherwise provided in Article XII hereof or in a resolution supplemental hereto, the City shal1 on or before the business day irnmediately preceding each Interest Payment Date withdraw from the Bond Service Subaccount and deposit in trust with the Bond Registrar to enable the Bond Registrar to remit by mail or otherwise as provided in this Resolution to each registered owner of Bonds the 55 Miw;23074-00014;Docv.mIllll#'S31IvS amount required for paying the interest on such Bonds as such interest becomes due and payable. The Bond Registrar shal1 be permitted to transfer by wire to owners of at least $1,000,000 principal amount of the Bonds the amounts required for paying the interest on such Bonds as such interest becomes due and payable. Except as otherwise provided in Article XII hereof or in a resolution supplemental hereto, the City shal1 on or before the business day immediately preceding a date on which principal is due on Serial Bonds withdraw from the Bond Service Subaccount and deposit in trust with the Bond Registrar the amounts required for paying the principal of al1 Serial Bonds as such principal becomes due and payable. The City, in its discretion, may make the deposits required in this Section with the Bond Registrar by wire transfer. In addition, amounts on deposit in the Bond Service Subaccount shal1 be applied as provided in the second paragraph of Section 514 hereof. Section 508. Application of Monevs in Redemption Subaccount. Moneys held for the credit of the Redemption Subaccount shal1 be applied to the retirement of the Bonds issued under the provisions of this Resolution as fol1ows: (a) Subject to the provisions of paragraph (c) of this Section, the City may endeavor to purchase any Bonds secured hereby and then Outstanding, whether or not such Bonds shal1 then be subject to redemption, such purchase to be on the most advantageous terms obtainable with reasonable diligence and at a price not to exceed the principal of such Bonds plus the amount of the redemption premium, if any, which might on the next redemption date be paid to the holders of such Bonds under the provisions of Article III of this Resolution if such Bonds should be cal1ed for redemption on such date from moneys in the Debt Service Account. The City shal1 pay the interest accrued on such Bonds to date of settlement therefor from the Bond Service Subaccount and the purchase price from the Redemption Subaccount, but no such purchase shal1 be made by the City within the period of forty-five (45) days next preceding any Interest Payment Date on which such Bonds are subject to cal1 for redemption under the provisions of this Resolution, except from moneys other than moneys set aside or deposited for the redemption of Bonds. (b) Subject to the provisions of Article III of this Resolution and paragraph (c) of this Section, the City may cal1 for redemption on each Interest Payment Date on which Bonds are subject to redemption such amount of such Bonds as, with the redemption premium, if any, will exhaust the moneys which will be held for the credit of the Redemption Subaccount on said Interest Payment Date as nearly as may be; provided, however, that not less than Fifty Thousand Dol1ars ($50,000) principal amount of Bonds shal1 be cal1ed for redemption at anyone time unless a lesser amount shal1 be required to satisfy the Amortization Requirement for any Fiscal Year. Such redemption shal1 be made pursuant to the provisions of Article III of this Resolution. Except as otherwise provided in Article XII hereof or in a resolution supplemental hereto, the City shal1 during the period of five (5) business days prior to the Redemption Date withdraw from the Bond Service Subaccount and the Redemption Subaccount and set aside in separate accounts or deposit with the Bond Registrar the respective amounts required for paying the interest on, and the principal and redemption premium of, the Bonds so cal1ed for redemption. 56 Miami;23074-00014;DDtumtDlII:~311~ (c) Moneys held in the Redemption Subaccount shal1 be applied by the City each Fiscal Year to the retirement of Bonds of each Series then Outstanding in the fol1owing order: First: the Term Bonds of each such Series to the extent of the Amortization Requirement, if any, for such Fiscal Year for such Term Bonds, plus the applicable premium, if any, and any deficiency in any preceding Fiscal Years in the purchase or redemption of such Term Bonds under the provisions of this subdivision and, if the amount available in such Fiscal Year shall not be sufficient therefor, then in proportion to the Amortization Requirement, if any, for such Fiscal Year for the Term Bonds of each such Series then Outstanding, plus the applicable premium, if any, and any such deficiency; Second: Term Bonds of each Series, if any, in proportion (as nearly as practicable) to the aggregate principal amount of the Bonds of each such Series originally issued; and Third: after the retirement of all Term Bonds, if any, Serial Bonds issued under the provisions ofthis Resolution in the inverse order of their maturities and, to the extent that Serial Bonds of different Series mature on the same date, in proportion (as nearly as practicable) to the principal amount of Bonds of each Series maturing on such date. Upon the retirement of any Bonds by purchase or redemption there shall be filed with the Finance Director a statement briefly describing such Bonds and setting forth the date of their purchase or redemption, the amount of the purchase price or the redemption price of such Bonds and the amount paid as interest thereon. The expenses in connection with the purchase or redemption of any Bonds shall be paid by the City from the Enterprise Fund. Section 509. Application of Monevs in Reserve Account. Moneys held for the credit of the Reserve Account shall first be used for the purpose of paying the interest on and the principal of the Bonds whenever and to the extent that the moneys held for the credit of the Bond Service Subaccount (after any transfers thereto from the Rate Stabilization Account as provided in Section 510 hereof) shall be insufficient for such purpose and thereafter for the purpose of making deposits to the credit of the Redemption Subaccount in respect of such Bonds pursuant to the requirements of clause (b) of Section 505 of this Resolution whenever and to the extent that withdrawals from the Enterprise Fund (including transfers from the Rate Stabilization Fund as provided in Section 510 hereof) are insufficient for such purposes; provided, however, that moneys held for the credit of a separate subaccount in the Reserve Account shal1 be applied to the foregoing purposes and in the foregoing manner, but only for the benefit of the Series of Bonds for which such separate subaccount was established and such Series of Bonds shall only have a claim upon such separate subaccount and not upon any other moneys on deposit in the Reserve Account. If at any time the moneys held for the credit of the Reserve Account shal1 exceed the Reserve Account Requirement, such excess shall be withdrawn and deposited to the credit of the Enterprise Fund; provided, however, that the Commission, pursuant to the Series 57 Millllli; 2307 40000 14~ Documml ., 53 II vS Resolution for any Series of Bonds hereunder may provide for a different disposition of any such excesses which relate to such Series of Bonds. Notwithstanding the foregoing, the City may cause to be deposited to the credit of the Reserve Account (or the applicable subaccount therein) a Reserve Account Insurance Policy or Reserve Account Letter of Credit for the benefit of the Holders of the Bonds, either in substitution for all or a portion of the amount then on deposit therein, or in an amount equal to the difference between the amount required to be deposited in such Reserve Account and the sum, if any, then on deposit in such Reserve Account (or the applicable subaccount therein), which Reserve Account Insurance Policy or Reserve Account Letter of Credit shall be payable (upon the giving of notice as required thereunder) on any Interest Payment Date or principal payment date on which a deficiency exists for the Bonds or the Series of Bonds for which such Reserve Account Insurance Policy or Reserve Account Letter of Credit was issued, which cannot be cured by moneys in the Reserve Account or any other Fund, Account or Subaccount held pursuant to this Resolution and available for such purpose. In connection with the issuance of the Series 2000 Bonds, the City shal1 satisfy the Reserve Account Requirement by the deposit of the 2000 Reserve Account Insurance Policy to the credit of the Reserve Account. If any Reserve Account Insurance Policy or Reserve Account Letter of Credit is substituted for moneys on deposit in the Reserve Account (or the applicable subaccount therein), the excess moneys in the Reserve Account shal1 be applied to satisfy any such deficiency in any of the Funds, Accounts or Subaccounts under this Resolution, and any remaining balance shall be deemed surplus, shall be released from the lien of this Resolution and may be used by the City for any lawful purpose. If a disbursement is made from a Reserve Account Insurance Policy or Reserve Account Letter of Credit, the City shall be obligated, as provided in Section 505(c), to either reinstate the maximum limits of such Reserve Account Insurance Policy or Reserve Account Letter of Credit following such disbursement or deposit into such Reserve Account funds in the amount of the disbursement made under such Reserve Account Insurance Policy or Reserve Account Letter of Credit, or to undertake a combination of such alternatives. In the event that upon the occurrence of any deficiency in the Debt Service Account, the Reserve Account is then funded with one or more Reserve Account Insurance Policies and/or Reserve Account Letters of Credit, the City or the Bond Registrar, as applicable, shall, on the Interest Payment Date or principal payment date to which such deficiency relates, draw upon or cause to be paid under such facilities, on a pro-rata basis thereunder, an amount sufficient to remedy such deficiency, in accordance with the terms and provisions of such facilities and any corresponding reimbursement or other agreement governing such facilities; provided however, that if at the time of such deficiency the Reserve Account is only partially funded with one or more Reserve Account Insurance Policies and/or Reserve Account Letters of Credit, prior to drawing on such facilities or causing payments to be made thereunder, there shall first be applied any cash and securities on deposit in the Reserve Account to remedy the deficiency and, if after such application a deficiency still exists, the City or the Bond Registrar, as applicable, shal1 make up the balance of the deficiency by drawing on such facilities or causing payments to be made thereunder, as provided in this paragraph. Amounts drawn or paid under a Reserve Account Insurance Policy or Reserve Account Letter of Credit shal1 be applied as set forth in the first paragraph of this Section 509. Any amounts drawn or paid under a Reserve Account Insurance Policy or Reserve Account Letter of 58 Miomi,2307<MlOO14,Ool;luDmt#:5311v5 Credit shal1 be reimbursed to the issuer thereof in accordance with the terms and provisions of the reimbursement or other agreement governing such facility, including with respect to the 2000 Reserve Account Insurance Policy, the Reserve Account Policy Agreement. In the event that all or a portion of the Reserve Account Requirement shall be provided by a Reserve Account Insurance Policy or Reserve Account Letter of Credit, the City shall do all things necessary to receive, or have the Bond Registrar receive, in a timely fashion from the provider of such Reserve Account Insurance Policy or Reserve Account Letter of Credit amounts required to be expended pursuant to this Section. Section 510. Application of Monevs in Rate Stabilization Account. Moneys held for the credit of the Rate Stabilization Account shall be disbursed, upon the written direction of the Finance Director, for transfer to the Enterprise Fund, at such times and in such amounts as the Finance Director shall determine, and may be used to pay Current Expenses and for the following additional purposes. If at any time the moneys held for the credit of the Bond Service Subaccount shall be insufficient for the purpose of paying the interest on and the principal of the Bonds as such interest and principal become due and payable, then the City shal1 withdraw from any moneys held for the credit of the Rate Stabilization Account and deposit to the credit of the Bond Service Subaccount an amount sufficient to make up any such deficiency. If at any time the Net Revenues shall be insufficient for making the deposits to the credit of the Redemption Subaccount required by clause (b) of Section 505 of this Article, then the City shall withdraw from any moneys held for the credit of the Rate Stabilization Account and deposit to the credit of the Redemption Subaccount an amount sufficient to make up any such deficiency; provided, however, that no such transfer shall be made unless the moneys then held for the credit of the Bond Service Subaccount are at least equal to the maximum requirement therefor under clause (a) of said Section 505. Section 511. Application of Monevs in Subordinated Indebtedness Account. The City shall on the business day immediately preceding the date on which any payment in respect of principal of, redemption premium, if any, or interest on any Subordinated Indebtedness shall become due withdraw from the Subordinated Indebtedness Account and deposit in trust with the paying agent for such Subordinated Indebtedness to enable such paying agent to pay to the holders of such Subordinated Indebtedness the amount required to pay such principal, redemption premium or interest becoming due and payable, all as provided in the ordinance, resolution or other instrument pursuant to which such Subordinated Indebtedness has been incurred (the "Subordinated Indebtedness Instrument"). The City may, pursuant to the Subordinated Indebtedness Instrument relating to any Subordinated Indebtedness, establish within the Subordinated Indebtedness Account a special reserve subaccount for such Subordinated Indebtedness. Moneys deposited to the credit of the Subordinated Indebtedness Account with respect to any reserve subaccount deposit requirement established in a Subordinated Indebtedness Instrument shall be deposited in said subaccount and held as a reserve for the corresponding Subordinated Indebtedness, as shall be more fully set forth in such Subordinated Indebtedness Instrument. Section 512. Reserved. 59 Mi.ami;23074-00014;00l:ame0t#:S31IvS Section 513. Application of Moneys Remaining in Enterprise Fund. Moneys held for the credit of the Enterprise Fund after the applications under Section 505 hereof, other than moneys held therein in respect of Current Expenses, may at the election of the City be applied: (a) to make up deficiencies in any of the Funds and Accounts created by this Resolution, (b) to pay the Cost of Improvements, (c) to purchase or redeem Bonds, (d) to pay the Cost of any required renewals and replacements to, or maintenance of, the Stormwater Utility, (e) to make payments required under Interest Rate Swap arrangements which are not payable as Current Expenses or from amounts deposited therefor pursuant to Section 505(a) hereof, and (f) for any other lawful purpose of the City, including payment of additional Current Expenses. Section 514. Application ofMonevs in Debt Service Account. Subject to the terms and conditions set forth in this Resolution, moneys held for the credit of the Debt Service Account shal1 be held in trust and disbursed for (a) the payment of interest on the Bonds issued under the provisions of Sections 208, 209, 210 and 211 of this Resolution as such interest becomes due and payable, or (b) the payment of the principal of such Bonds at their maturities, or (c) the payment of the purchase or redemption price of such Bonds before their maturity and such moneys are hereby pledged to and charged with the payments mentioned in this Section. Notwithstanding the foregoing or any other provision herein to the contrary, including Sections 507 and 508, (i) if principal of and premium, if any, and interest on the Bonds that would have been paid from a subaccount in the Debt Service Account, is paid instead under a Credit Facility or a Liquidity Facility, amounts deposited in such relevant subaccount may be paid, to the extent required, to the issuer of the Credit Facility or Liquidity Facility having therefore made said corresponding payment and (ii) amounts deposited in the Bond Service Subaccount of the Debt Service Account may, to the extent provided in a Series Resolution, be applied to payments due under an Interest Rate Swap on a parity with interest due on the Bonds. Section 515. Impact Fee Account. A special account is hereby created within the Enterprise Fund and designated "Stormwater Impact Fee Account" (herein cal1ed the "Impact Fee Account"). To the extent permitted by law and imposed by the City, for so long as there are any Bonds Outstanding which are secured by this Resolution, there shall be deposited into the Impact Fee Account all Impact Fees, if any, charged and collected by the City with respect to Improvements relating to the Stormwater Utility. The moneys, if any, on deposit in the Impact 60 Milllli~ 23074-000'4. Docummt #: 5311vS Fee Account, together with investment eamings thereon, shal1 be used by the City, to the extent permitted by State law, in the fol1owing manner and order of priority: FIRST, for deposit into the Bond Service Subaccount and the Redemption Subaccount of the Debt Service Account in order to make payments of principal of, redemption premium, if any, and interest on Bonds issued to finance the Costs of Improvements in respect of which the Impact Fees have been imposed; and SECOND, to pay the Costs of expanding, oversizing, separating or constructing Improvements in respect of which the Impact Fees have been imposed. Moneys on deposit in the Impact Fee Account may also be pledged to the payment of principal of, redemption premium, if any, and interest on Subordinated Indebtedness but only to the extent permitted by law and only on a basis of such pledge being subordinate and junior to the pledge made hereunder to the Bonds. Section 516. Special Assessment Account. A special account is hereby created within the Enterprise Fund and designated "Stormwater Special Assessment Account" (herein cal1ed the "Special Assessment Account"). To the extent permitted by law, levied by the City and pledged by the City pursuant to a resolution supplemental hereto, including a Series Resolution, to secure Bonds or portions thereof hereunder, for so long as there are any Bonds Outstanding which are secured by such Special Assessments, there shall be deposited into the Special Assessment Account al1 Special Assessments, if any, levied and collected by or on behalf of the City which are pledged to secure Bonds or portions thereof hereunder. The moneys, if any, on deposit in the Special Assessment Account, together with investment earnings thereon, shall be used by the City, to the extent permitted by State law, in the following manner and order of priority: FIRST, for deposit into the Bond Service Subaccount and the Redemption Subaccount of the Debt Service Account in order to make payments of principal of, redemption premium, if any, and interest on the Bonds or portions thereof secured by such Special Assessments levied; and SECOND, to pay the Costs of Improvements in respect of which the Special Assessments have been levied. Moneys on deposit in the Special Assessment Account may also be pledged to the payment of principal of, redemption premium, if any, and interest on Subordinated Indebtedness but only to the extent permitted by law and only on a basis of such pledge being subordinate and junior to any pledge made hereunder. Section 517. Monev Held in Trust. All moneys which the City shal1 have withdrawn from the Debt Service Account or shal1 have received from any other source and deposited with the Bond Registrar, for the purpose of paying any of the Bonds hereby secured, either at the maturity thereof or upon cal1 for redemption, or for the purpose of paying any interest on any of the Bonds hereby secured, shall be held in trust for the respective Holders of such Bonds. But any moneys which shall be so set aside or deposited and which shal1 remain unclaimed by the 61 Miami; 23074-0001"~ DocwIlllllllI, 53 II v$ Holders of such Bonds for the period of six (6) years after the date on which such Bonds or the interest thereon shal1 have become due and payable shal1 upon request in writing be paid to the City or to such officer, board or body as may then be entitled by law to receive the same, and thereafter the Holders of such Bonds shall look only to the City or to such officer, board or body, as the case may be, for the payment and then only to the extent of the amounts so received without any interest thereon, and the Bond Registrar shall have no responsibility with respect to such moneys. Section 518. Cancellation of Bonds. All Bonds, paid, redeemed or purchased either at or before maturity shall be cancel1ed upon the payment, redemption or purchase of such Bonds and shall be delivered to the City when such payment, redemption or purchase is made. Al1 bonds cancel1ed under any of the provisions of this Resolution shall be destroyed by the City, which shal1 execute a certificate in duplicate describing the Bonds so destroyed, and one executed certificate shall be filed with the Finance Director and the other executed certificate shall be retained by the City. [END OF ARTICLE V] 62 Miuni;23074-00014;Doclum:DIII,S31IvS ARTICLE VI DEPOSITARIES OF MONEYS, SECURITY FOR DEPOSITS AND INVESTMENT OF FUNDS Section 601. Securitv for Deposits. Al1 moneys received by the City under the provisions of this Resolution shall be held either in accordance herewith or shal1 be deposited with a Depositary or Depositaries, shall be held in trust, shall be applied only in accordance with the provisions of this Resolution and shal1 not be subj ect to lien or attachment by any creditor of the City. Al1 moneys held by the City or deposited with any Depositary hereunder in excess of the amount guaranteed by the Federal Deposit Insurance Corporation or other Federal agency shal1 be continuously secured for the benefit of the City and the Holders of the Bonds, either (a) by lodging with a bank or trust company approved by the City as custodian, or, if then permitted by law, by setting aside under control of the trust department of the bank holding such deposit as collateral security, Government Obligations, or, with the approval of the City, other marketable securities eligible as security for the deposit of trust funds under applicable regulations of the Comptroller of the Currency of the United States or applicable State of Florida laws or regulations, having a market value (exclusive of accrued interest) not less than the amount of such deposit, or, if the furnishing of security as provided in (a) of this Section is not permitted by applicable law, (b) in such other manner as may then be required or permitted by applicable State of Florida or Federal laws or regulations regarding the security for, or granting a preference in the case of, the deposit of trust funds; provided, however, that it shall not be necessary for the Bond Registrar to give security for the deposits of any moneys with them for the payment of the principal of or the redemption premium or the interest on any Bonds issued hereunder, or for the City to give security for any moneys which shal1 be represented by obligations purchased under the provisions of this Article as an investment of such moneys. All moneys held by the City and deposited with each Depositary shall be credited to the particular Fund or Account to which such moneys belong. Section 602. Investment of Monevs. Moneys held for the credit of the Construction Fund, the Enterprise Fund, the Debt Service Account, the Bond Service Subaccount, the Redemption Subaccount, the Reserve Account, the Rate Stabilization Account, the Impact Fee Account and the Special Assessment Account and any subaccounts therein shall, as nearly as may be practicable, be continuously invested and reinvested in Investment Obligations which shall mature, or which shall be subject to redemption by the holder thereof at the option of such holder, not later than the respective dates when moneys held for the credit of said Funds, Accounts and Sub accounts will be required for the purposes intended; provided, however, that amounts on deposit in the Reserve Account shal1 be invested in Investment Obligations which mature not later than the final maturity date of Bonds Outstanding under this Resolution. Investment Obligations so purchased as an investment of moneys in any such Fund or Account shall be deemed at all times to be part of such Fund or Account. The interest accruing thereon and any profit realized from such investment shal1 be credited to such Fund or Account and any loss resulting from such investment shall be charged to such Fund or Account. 63 Miami: 2307>4-00014; DotwDent#: 5311\1 Investment earnings on moneys on deposit to the credit of the following Funds and Accounts shall be applied as follows: (a) Investment eamings on moneys on deposit to the credit of the Bond Service Subaccount and the Redemption Subaccount may, at the option of the City, be retained in said Accounts if the amounts are required for paying interest on the Bonds on the next Interest Payment Date and principal of Serial Bonds or the Amortization Requirements for Term Bonds when due, and to the extent that earnings are so retained, the City shal1 receive a credit against the amounts required to be deposited to said Accounts pursuant to Section 505 of this Resolution or the City may withdraw such earnings and deposit them to the credit ofthe Enterprise Fund. (b) Investment earnings on money on deposit in the Reserve Account or a subaccount therein shall be retained in said Reserve Account or subaccount, as applicable, at any time that the amounts on deposit to the credit of said Reserve Account or subaccount are less than the applicable Reserve Account Requirement, or if moneys on deposit therein are sufficient for such purpose, then such eamings shall be withdrawn and deposited to the credit of the Enterprise Fund. (c) Investment earnings on moneys on deposit to the credit of the Rate Stabilization Account may, at the option of the City, be retained in said Account or withdrawn and deposited to the credit of the Enterprise Fund. (d) Investment earnings on moneys on deposit to the credit of the Enterprise Fund shall be retained therein and applied in the same manner as other moneys on deposit therein. ( e) Investment earnings on moneys on deposit to the credit of the Construction Fund may, at the option of the City, be retained in said Fund or, if deemed to be surplus to the requirements of the Construction Fund, withdrawn and deposited to the credit of the Enterprise Fund. Anything in this clause (e) to the contrary notwithstanding, no transfer of investment earnings to the Enterprise Fund as permitted herein shall affect the definition of Revenues contained in this Resolution. (f) Investment earnings on moneys on deposit to the credit of the Impact Fee Account and the Special Assessment Account, including the sub accounts created thereunder, shall be retained therein until applied pursuant to Section 515 and Section 516, respectively, ofthis Resolution. The City shall sel1 or present for payment or redemption any Investment Obligations so acquired whenever it shal1 be necessary so to do in order to provide moneys to meet any payment from such Fund or Account. Neither the City nor any agent thereof shal1 be liable or responsible for any loss resulting from any investment. 64 Miami~ 23074-00014; Dol:umtDI f, S311~ Moneys held for the credit of the Subordinated Indebtedness Account and any subaccounts therein shal1 be invested in accordance with the provisions of, and the investment earnings thereon shall be credited as provided in, the applicable Subordinated Indebtedness Instrument. Section 603. Valuation of Investment Obligations. In computing the amount in any Fund and Accounts created pursuant to the provisions of this Resolution, obligations purchased as an investment of moneys therein shall be valued at the lower of (i) par, or amortized value if purchased at other than par, or (ii) market value, plus, in each case, accrued interest. Amortized value, when used with respect to an obligation purchased at a premium above or a discount below par, means the value as of any given time obtained by dividing the total premium or discount at which such obligation was purchased by the number of days remaining to maturity on such obligation at the date of such purchase and by multiplying the amount thus calculated by the number of days having passed since such purchase, and (1) in the case of an obligation purchased at a premium by deducting the product thus obtained from the purchase price, and (2) in the case of an obligation purchased at a discount by adding the product thus obtained to the purchase price. The computation of the amount on deposit in or credited to the Funds and Accounts created under this Resolution and the valuation of the investments of such amount shall be performed by the City on the last day of each Fiscal Year, and such computation and valuation shall not be required to be performed at other times. Section 604. Accounting for Funds. For the purposes of this Resolution, each Fund created hereunder shall be a series of self-balancing accounts within the book of accounts of the Stormwater Utility and shall connote a segregation of accounts, which will support special purpose disclosure reports, not to be construed as a separate set of books of accounts. For the purpose of investing or reinvesting, the City may commingle moneys in the Funds and Accounts created and established hereunder in order to achieve greater investment income; provided that the City shall separately account for the amounts so commingled. The amounts required to be accounted for in each of the Funds and Accounts designated herein may be deposited in a single bank account for the Stormwater Utility provided that adequate accounting procedures are maintained to reflect and control the restricted allocations of the amounts on deposit therein for the various purposes of such Funds and Accounts as herein provided. The designation and establishment of funds and accounts in and by this Resolution shall not be construed to require the establishment of any completely independent funds and accounts but rather is intended solely to constitute an allocation of certain revenues and assets of the Stormwater Utility for certain purposes and to establish such certain priorities for application of certain revenues and assets as herein provided. Section 605. Tax Covenants. The City covenants and agrees that so long as any Bonds remain Outstanding, it shall comply with the requirements of the Code, including any arbitrage rebate covenants in connection with the issuance of any Series of Bonds, except to the extent that to not so comply would, in the opinion of Bond Counsel, not result in the interest payable on such Bonds being included in gross income for federal income tax purposes to the Holders thereof under the Code. Notwithstanding anything to the contrary contained herein or otherwise, the City shal1 not be required to comply with the covenants herein contained to the extent that 65 Miami; 23074-0001<4; DxumCDtIl: S3Uv5 interest on any Bonds issued hereunder shal1 be intended by the City, on the date of issuance of such Bonds, to be included in gross income for federal income tax purposes to the Holders thereof under the Code. In connection with the issuance of the Series 2000 Bonds and for the purpose of complying with the arbitrage rebate covenants relating thereto, there is hereby created a special fund designated "Series 2000 Arbitrage Rebate Fund" which shall be held by the City and constitute an Arbitrage Rebate Fund under this Resolution. [END OF ARTICLE VI] 66 MiIllDi;23074-00014;Dol;umml#'~311rl ARTICLE VII PARTICULAR COVENANTS Section 701. Pavrnent of Principal. Interest and Premium: Pledge of Net Revenues. The City covenants that it will promptly pay the principal of and the interest on each and every Bond and all other Utility Debt issued under the provisions of this Resolution at the places, on the dates and in the manner specified herein and in said Bonds and any premium required for the retirement of said Bonds and Utility Debt by purchase or redemption, according to the true intent and meaning thereof. Such principal, interest and premium will be payable solely from the Net Revenues and, to the extent provided herein, from Impact Fees and Special Assessments and said Net Revenues, Impact Fees and Special Assessments and the Funds and Accounts created hereunder, other than the Subordinated Indebtedness Account and the Arbitrage Rebate Fund, are hereby pledged to the payment thereof in the manner and to the extent particularly specified in this Resolution. Bonds and other Utility Debt issued under the provisions of this Resolution shall not be deemed to constitute a debt of the City or a pledge of the faith and credit of the City, but such Bonds and other Utility Debt shall be payable solely from the Funds and Accounts provided therefor from Net Revenues and, to the extent provided herein, from Impact Fees and Special Assessments and the Bonds and other Utility Debt shall not directly or indirectly or contingently obligate the City to levy or to pledge any form of taxation whatever therefor, nor shall any such Bonds and other Utility Debt constitute a charge, lien or encumbrance, legal or equitable, upon any property ofthe City. Section 702. Construction of Proiect and Improvements: OPeration of Stormwater Utilitv. The City further covenants that it will construct the Project and al1 Improvements for the construction or acquisition of which Bonds or other Utility Debt shall be issued under the provisions of this Resolution, or for which moneys repayable from the proceeds of Bonds or other Utility Debt issued under the provisions of this Resolution shall have been advanced to the City, in accordance with the plans theretofore approved by the Consulting Engineers and that upon the completion of the Project and such Improvements it will operate and maintain the same as a part of the Stormwater Utility. The City further covenants that any contract with any person for the construction of all or a portion of the Project or any Improvements shall provide for such performance and payment bonds or security in lieu thereof and for such ratings as shal1 be in compliance with the laws of the State of Florida and the normally established practices of the City from time to time in effect. The City further covenants that it will establish and enforce reasonable rules and regulations governing the use of the Stormwater Utility and the operations thereof, that all compensation, salaries, fees and wages paid by it in connection with the maintenance, repair and operation of the Stormwater Utility will be reasonable, that it will operate the Stormwater Utility in an efficient and economical manner, that it will at all times maintain the Stormwater Utility or any part thereof in good repair and in sound operating condition and will make al1 necessary repairs, renewals and replacements, that it will duly observe and comply with all valid requirements of any municipal or governmental authority relative to the Stormwater Utility, that it will not create or suffer to be created any lien or charge upon the Stormwater Utility or any 67 Miomi;23074-00014;~l:DIjj,5JIlv5 part thereof or upon the Net Revenues and, to the extent Bonds are payable therefrom, Impact Fees and Special Assessments ranking equal1y with or prior to the Bonds, and that, out of the Revenues and, to the extent permitted by law, Impact Fees and Special Assessments, it will pay or cause to be discharged, within sixty (60) days after the same shall accrue, all lawful claims and demands for labor, materials, supplies or other objects which, if unpaid, might by law become a lien upon the Stormwater Utility or any part thereof or upon such Revenues, Impact Fees or Special Assessments; provided, however, that nothing contained in this Section shall require the City to payor cause to be discharged, or make provision for, any such lien or charge so long as the validity thereof shall be contested in good faith and by appropriate legal proceedings. Section 703. Consulting Engineers. The City covenants and agrees that so long as any Bonds are Outstanding under this Resolution, it wil1 retain an independent engineer or engineering firm or corporation having a favorable reputation for skill and experience in the construction and operation of stormwater management utility systems. Except for any fees and expenses incurred under the provisions of Section 403 of this Resolution, the cost of employing Consulting Engineers shall be treated as a part of the cost of operation and maintenance of the Stormwater Utility. Upon request of the City, it shall be the duty of the Consulting Engineers to prepare and file with the City a report setting forth such advice and recommendations with respect to the Stormwater Utility as they may deem desirable. The City further covenants that the Consulting Engineers shal1 at all times have free access to all properties of the Stormwater Utility and every part thereof for the purposes of inspection and examination and that its books, records and accounts may be examined by the Consulting Engineers at all reasonable times. Section 704. Accountant. The City covenants and agrees that it will for the purpose of performing and carrying out the duties imposed on the Accountant by this Resolution retain an independent certified public accountant or firm of independent certified public accountants of suitable experience and responsibility, having a favorable reputation for skill and experience in the auditing of publicly owned utility systems. Section 705. Insurance. The City covenants that it will at al1 times carry insurance, with a responsible insurance company or companies authorized and qualified under the laws of the State of Florida to assume the risk thereof, covering such properties belonging to the Stormwater Utility as are customarily insured, and against loss or damage from such causes as are customarily insured, against by governmental entities operating similar utilities. All such policies shall be for the benefit of the City, shal1 be made payable to the City and shall be deposited with the City, and the City shall have the sole right to receive the proceeds of such policies and to collection and receipt for claims thereunder. The proceeds of any and al1 such insurance shal1 be deposited in the name of the City. 68 MiamI;23074-00014;Doc:um<::nt#:S3t1vS The City covenants that, irnmediately after any loss or damage to any properties of the Stormwater Utility resulting from any cause, whether or not such loss or damage shall be covered by insurance, it will cause its engineers to prepare plans and specifications for repairing, replacing or reconstructing (either in accordance with the original or a different design) the damaged or destroyed property, and that it will forthwith commence and diligently prosecute the repair, replacement or reconstruction of the damaged or destroyed property unless it shall determine that the repair, replacement or reconstruction of such property is not essential to the efficient or economic operation of the Stormwater Utility. In the event that the City shall determine that the repair or replacement of such damaged or destroyed property is not essential to the efficient or economic operation of the Stormwater Utility, the proceeds of such insurance received by the City shal1 be deposited to the credit of the Enterprise Fund. The proceeds of all insurance referred to in this Section shall be available for and shall, to the extent necessary, be applied to the repair, replacement or reconstruction of the damaged or destroyed property, and shall be paid out in the manner hereinabove provided for payments from the Construction Fund. If such proceeds are more than sufficient for such purpose, the balance remaining shall be deposited to the credit of the Enterprise Fund. All insurance policies shall be open to the inspection of the Bondholders and their representatives at all reasonable times. The Finance Director is hereby authorized in the name of the City to demand, collect, sue and receipt for the insurance money which may become due and payable under any policies payable to it. Any appraisement or adjustment of any loss or damage and any settlement or payment of indemnity therefor which may be agreed upon between the City and any insurer shall be evidenced to the Finance Director by a certificate signed by the officer or officers ofthe City responsible for managing the Stormwater Utility. Notwithstanding the foregoing provisions of this Section, the City may institute self- insurance programs with regard to such risks as shall be consistent with the practices of municipally-owned utilities operating in a manner similar to the Stormwater Utility. Section 706. Use of Revenues. The City covenants and agrees that, so long as any of the Bonds secured hereby shall be outstanding, none of the Revenues will be used for any purpose other than as provided in this Resolution, and that no contract or contracts will be entered into or any action taken by which the rights of Holders of the Bonds might be impaired or diminished. Section 707. Records. Accounts and Audits. The City covenants that it will keep the funds and accounts of the Stormwater Utility separate from al1 other funds and accounts of the City or any of its departments, and that it will keep accurate records and accounts of all items of costs and of all expenditures relating to the Stormwater Utility and of the Revenues, Impact Fees and Special Assessments collected and the application of such Revenues, Impact Fees and Special Assessments and of the number of users of the Stormwater Utility in each classification. Such records and accounts shall be open to the inspection of all interested persons. The City further covenants that within six months after the close of each Fiscal Year it will cause an audit to be made of its books and accounts pertaining to the Stormwater Utility by 69 Miami;23070t-00014;DDtv.mI:Dl"S31IvS the Accountant. Within a reasonable time thereafter the resulting Financial Statements shall be filed with the Cornmission and the Finance Director, and copies of such Financial Statements shall be mailed to any Bondholder who shal1 have filed his name and address with the Finance Director for such purpose. Such Financial Statements shall be open to the inspection of al1 interested persons. The City further covenants that it will cause any additional reports or audits relating to the Stormwater Utility to be made as required by law or by any applicable rules or regulations of any governmental authority or of any securities exchange on which the Bonds may be listed or traded. Such reports or audits may be extracted from the Financial Statements. The cost of such audits shall be treated as a part of the cost of operation. Section 708. Franchises. Except as provided in Section 710 hereof and to the extent permitted by law, the City will not grant a franchise to any person for the operation of a stormwater management utility system which would be in competition with the Stormwater Utility so long as any Bonds are Outstanding under this Resolution. Section 709. Supervisorv Personnel. The City in operating the Stormwater Utility wil1 employ or designate as manager one or more of its qualified employees who have demonstrated ability and experience in operating similar facilities, and will require al1 employees who may have possession of money derived from the operation of the Stormwater Utility to be covered by a fidelity bond, written by a responsible indemnity company in amounts fully adequate to protect the City from loss. Section 710. Separate Svstems. The Commission may by resolution determine to own and operate Separate Systems; provided, however, that prior to the adoption of any such resolution designating any facilities as a Separate System, there shall be delivered to the City Manager a certificate of the Finance Director containing its determination that the ownership and operation of such Separate System will not have a material adverse impact on the Net Revenues of the Stormwater Utility and stating his reasons for such determination. The City may incur Utility Debt to acquire or improve Separate Systems without compliance with any test or limit contained in the Resolution so long as such is payable solely from the revenues generated by such Separate System and the holders of such Utility Debt have no recourse and are in no way payable from the Revenues of the Stormwater Utility. The revenues, current expenses and debt service associated with such Separate System and any Utility Debt of the City incurred therefor shall not be included in Revenues, Current Expenses and Principal and Interest Requirements, each as defined in this Resolution. Any such Separate System may be consolidated with the Stormwater Utility upon demonstration of compliance with the tests for the incurrence of Additional Bonds contained in clause (c) of Section 209 of this Resolution. In determining compliance with the test mentioned above, the revenues and current expenses of the Sep<lrate System shal1 be included in computing Net Revenues and the debt service on any Utility Debt payable from revenues of such Separate System shal1 be included in Principal and Interest Requirements. Prior to any such consolidation, compliance with the tests set forth in clause (c) of Section 209 shall be 70 MiIllli;230704-Q0014; Doounml#' S311VS demonstrated regardless of whether there shal1 be any Utility Debt outstanding with respect to such Separate System. Section 711. No Free Service. To the extent permitted by law, the City will not render or cause to be rendered any free services of any nature by the facilities of the Stormwater Utility nor will any preferential rates be established for users of the same class, except that (i) fee reductions may be provided for properties meeting specified criteria established by City ordinance and (ii) the City, including its departments, agencies and instrumentalities, may avail itself of the facilities of the Stormwater Utility free of, or at different rates than the, fees or charges applicable to other customers receiving like services. Section 712. Failure to Pav for Services. To the extent permitted by law, upon failure of any user to pay for services rendered by the Stormwater Utility, the City shall discontinue such user's Stormwater Utility account and shal1 shut off the water supply from and to the premises of the user from whom such account is in arrears, in accordance with applicable City ordinances and resolutions, but within not later than ninety (90) days. This covenant shal1 not, however, prevent the City from causing any connection to be shut off sooner if permitted by law. Section 713. Enforcement of Col1ections. The City will diligently enforce and collect the rates, fees and other charges for the services of the Stormwater Utility; will take all steps, actions and proceedings for the enforcement and collection of such rates, fees and charges as shall become delinquent to the full extent permitted or authorized by law; and will maintain accurate records with respect thereto. All such rates, fees, charges and revenues herein pledged shall, as collected, be held in trust to be applied as provided in this Resolution and not otherwise. Section 714. Sale or Other Disposition ofthe Stormwater Utility. Except as provided in this Section, the City shall not sel1 or otherwise dispose of all or any part of the Stormwater Utility. (a) To the extent permitted by law the City, without restriction, may in any Fiscal Year sel1, lease or otherwise dispose of assets forming a part of the Stormwater Utility, the aggregate value of which in each such Fiscal Year does not exceed the greater of $1,000,000 or one half of one per centum (1/2 of 1%) of the book value of the net property, plant and equipment of the Stormwater Utility as shown on the Financial Statements for the latest Fiscal Year for which such Financial Statements are available. The proceeds of a sale pursuant to this clause (a) shall be applied as described in Section 505 of this Resolution or to the defeasance of Bonds pursuant to Section 1101 of this Resolution. (b) To the extent permitted by law the City may in any Fiscal Year sell, lease or otherwise dispose of assets forming a part of the Stormwater Utility in excess of the amount set forth in clause (a) of this Section, if, before any such transfer, there is delivered to the City Manager a report of the Consulting Engineers or Rate Consultant demonstrating that the sale, lease or other disposition of such property will not have an adverse impact on the Net Revenues and stating his reasons therefor. In determining whether to render such report, the Consulting Engineers or the Rate Consultant shal1 71 Miami: 2307<4-0001..: Doo;uoeat#:5311v5 consider the usefulness of the assets to be disposed ofto the operations of the Stormwater Utility, the uses to be made of any proceeds of a sale and the rental income to be received with respect to any lease thereof. The proceeds of a sale pursuant to this clause (b) shall be applied as described in Section 505 of this Resolution or to the defeasance of Bonds pursuant to Section 110 1 of this Resolution. (c) To the extent permitted by law the City may in any Fiscal Year sell, lease or otherwise dispose of any assets forming a part of the Stormwater Utility without regard to the limitations and conditions in paragraphs (a) and (b) above if the Commission by resolution declares that such assets are not needed or serve no useful purpose in connection with the maintenance and operation of the Stormwater Utility. The proceeds of a sale pursuant to this clause (c) shal1 be applied as described in Section 505 of this Resolution or to the defeasance of Bonds pursuant to Section 1101 of this Resolution. (d) To the extent permitted by law, the City may sell, lease or otherwise dispose of the assets of the entire Stormwater Utility, if, upon the application of the proceeds of any such sale as hereinafter required, there shal1 be no Bonds deemed to be Outstanding under the provisions of this Resolution and the City shal1 have paid or made full provision for the payment of all other obligations of the City payable from the Revenues of the Stormwater Utility, including but not limited to, Current Expenses then due and payable or to become due and payable, and all other Utility Debt payable in any way from the Revenues of the Stormwater Utility and all fees then due and owing or to become due in the future with respect to Credit Facilities. The proceeds of any sale, lease or other disposition permitted by this clause (d) shall be applied first to the payment or provision for payment of the obligations, including the Bonds, set forth above, and only after all such obligations shall have been paid or full provision for their payment been made, shall the City apply any of such proceeds to any other lawful purpose of the City. No sale or any other disposition of assets of the Stormwater Utility shal1 be consununated nor shall the proceeds of any such sale be applied unless prior to such consununation or application, there shall be delivered an opinion of Bond Counsel to the effect that such sale and the application of the proceeds as required herein will have no adverse impact on the exclusion of interest on any of the Bonds or other Utility Debt from gross income for Federal income purposes. Section 715. Covenants with Providers of Credit Facilities. Liquiditv Facilities. Reserve Account Insurance Policies or Reserve Account Letters of Credit. (a) Subject to the provisions of this Resolution and in addition to the covenants contained herein for the benefit of the Bond Insurer with respect to the Bond Insurance Policy, the City may make such covenants, including the granting of a parity or subordinate lien to the lien of Bonds hereunder, as the City may in its sole discretion determine to be appropriate with any provider that shall agree to insure or to provide for Bonds of anyone or more Series a Credit Facility or Liquidity Facility, which Credit Facility or Liquidity Facility shall enhance the security or the value of such Bonds and thereby reduce the Principal and Interest Requirements on such Bonds. Such covenants may be set forth in the applicable Series Resolution or in any agreement entered into with such provider and shall be binding on the City, the Bond Registrar and all the Holders of Bonds the same as if such 72 Milllli~ 23074-00014; DocwnClllt 1;, S311rl covenants were set forth in ful1 in this Resolution; provided, however, that no such covenant shal1 create any additional or expand any existing obligations, duties or responsibilities of the Bond Registrar hereunder or limit, waive or restrict any existing rights of the Bond Registrar hereunder, without the Bond Registrar's prior written consent. (b) In addition to the covenants contained herein or in the Reserve Account Policy Agreement for the benefit of the Bond Insurer with respect to the 2000 Reserve Account Insurance Policy, the City may make such covenants, including the granting of a subordinate lien to the lien of the Bonds hereunder, as it may in its sole discretion determine to be appropriate with any provider of a Reserve Account Insurance Policy or Reserve Account Letter of Credit deposited in the Reserve Account. Such covenants may be set forth in a resolution adopted by the City or in any agreement entered into with such provider and shal1 be binding on the City, the Bond Registrar and al1 the Holders of Bonds the same as if such covenants were set forth in ful1 in this Resolution; provided, however, that no such covenant shal1 create any additional or expand any existing obligations, duties or responsibilities of the Bond Registrar hereunder or limit, waive or restrict any existing rights of the Bond Registrar hereunder, without the Bond Registrar's prior written consent. (c) Al1 covenants for the benefit of a provider of a Credit Facility, Liquidity Facility, Reserve Account Letter of Credit or Reserve Account Insurance Policy shall remain in ful1 force and effect only for so long as such provider has not defaulted in its obligations under the applicable Credit Facility, Liquidity Facility, Reserve Account Letter of Credit or Reserve Account Insurance Policy. [END OF ARTICLE VII] 73 Miami;23<l74-00014;Doo;amenU:S311v5 ARTICLE VIII REMEDIES Section 801. Extension of Interest Payment. In case the time for the payment of any interest on any Bond shaH be extended, whether or not such extension be by or with the consent of the City, such interest so extended shaH not be entitled in case of default hereunder to the benefit or security of this Resolution except subject to the prior payment in fuH of the principal of aH Bonds then Outstanding and aH interests the time for the payment of which shaH not have been extended. Section 802. Events of Default. Each of the foHowing events is hereby declared an "Event of Default": (a) payment of the principal and of the redemption premium, if any, of any of the Bonds shaH not be made when the same shaH become due and payable, either at maturity or by proceedings for redemption or otherwise; or (b) payment of any installment of interest on any of the Bonds shaH not be made when the same shaH become due and payable; or (c) the City shal1 for any reason be rendered incapable of fulfiHing its obligations hereunder; or (d) final judgment for the payment of money shaH be rendered against the City as a result of the ownership, control or operation of the Stormwater Utility and any such judgment shaH not be discharged within sixty (60) days from the entry thereof or an appeal shaH not be taken therefrom or from the order, decree or process upon which or pursuant to which such judgment shaH have been granted or entered, in such manner as to stay the execution of or levy under such judgment, order, decree or process or the enforcement thereof; or (e) the City admits in writing its inability to pay its debts generaHy as they become due, or files a petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of a receiver or trustees for itself or for the whole or any part of the Stormwater Utility or a receiver or trustee for such purpose is appointed without the consent of the City; or (f) the City is adjudged insolvent by a court of competent jurisdiction, or is adjudged a bankrupt on a petition in bankruptcy filed against the City, or an order, judgment or decree is entered by a court of competent jurisdiction appointing, without the consent of the City, a receiver or trustee of the City or of the whole or any part of its property and any of the aforesaid adjudications, orders, judgments or decrees shal1 not be vacated or set aside or stayed within ninety (90) days from the date of entry thereof; or (g) the City shaH file a petition or answer seeking reorganization or any arrangement under the Federal bankruptcy laws or any other applicable law or statute of the United States of America or any state thereof; or 74 Millllli~ 23074-00014; Documl:llt ~, S311vS (h) under the provisions of any other law for the relief or aid of debtors, any court of competent jurisdiction shal1 assume custody or control of the City or of the whole or any substantial part of its property, and such custody or control shall not be terminated within ninety (90) days from the date of assumption of such custody or control; or (i) the City shall default in the due and punctual performance of any other of the covenants, conditions, agreements and provisions contained in the Bonds or in this Resolution on the part of the City to be performed and such default shall continue for thirty (30) days after written notice specifying such default and requiring the same to be remedied shal1 have been given to the City by the holders of not less than ten per centum (10%) in aggregate principal amount of the Bonds then Outstanding; provided, however, if the default specified in this clause (i) shall be of a type which cannot be remedied within thirty (30) days, its shall not constitute an event of default if the City shall begin to remedy such default within such thirty-day period. Section 803. Acceleration of Maturities. Upon the happening and continuance of any Event of Default specified in clauses (a) through (i) of Section 802 of this Article, then and in every such case the Holders of not less than a majority in aggregate principal amount of the Bonds then Outstanding may, by a notice in writing to the City, declare the principal of all of the Bonds then Outstanding (if not then due and payable) to be due and payable immediately, and upon such declaration the same shall become and be immediately due and payable, anything contained in the Bonds or in this Resolution to the contrary notwithstanding; provided, however, that if at any time after the principal of the Bonds shal1 have been so declared to be due and payable, and before the entry of final judgment of decree in any suit, action or proceeding instituted on account of such default, or before the completion of the enforcement of any other remedy under this Resolution, moneys shall have accumulated in the Debt Service Account sufficient to pay the principal of all matured Bonds and all arrears of interest, if any, upon all Bonds then Outstanding (except the principal of any Bonds not then due except by virtue of such declaration and the interest accrued on such Bonds since the last Interest Payment Date), and al1 amounts then payable by the City hereunder shall have been paid or a sum sufficient to pay the same have been deposited with the Bond Registrar, and every other default in the observance or performance of any covenant, condition, agreement or provision contained in the Bonds or in this Resolution (other than a default in the payment of the principal of such Bonds then due only because of a declaration under this Section) shal1 have been remedied, then and in every such case the Holders of not less than a majority in aggregate principal amount of the Bonds not then due except by virtue of such declaration and then Outstanding may, by written notice to the City, rescind and annul such declaration and its consequences, but no such rescission or annulment shall extend to or affect any subsequent default or impair any right consequent thereon. Section 804. Enforcement of Remedies. Upon the happening and continuance of any Event of Default then and in every such case the Holders of not less than ten per centum (10%) in aggregate principal amount of the Bonds then Outstanding hereunder may proceed to protect and enforce the rights of the Bondholders under state law, or under this Resolution by such suits, actions or special proceedings in equity or at law, either for the specific performance of any covenant or agreement contained herein or in aid or execution of any power herein granted or for 75 Miami; 23074-00014; Dowmall II, '311vS the enforcement of any proper legal or equitable remedy, as such Bondholder shal1 deem most effectual to protect and enforce such rights. Such Holders of Bonds, or any trustee appointed to represent Bondholders as hereinafter provided, shall be entitled as of right to the appointment of a receiver of the Stormwater Utility in an appropriate judicial proceeding in a court of competent jurisdiction, whether or not such Holder or trustee is also seeking or shall have sought to enforce any other right or exercise any other remedy in connection with Bonds issued pursuant to this Resolution. The receiver so appointed shall forthwith, directly or by his agents and attorneys, enter into and upon and take possession of the Stormwater Utility, and each and every part thereof, and shal1 hold, operate and maintain, manage and control the Stormwater Utility, and each and every part thereof, and in the name of the City shall exercise all the rights and powers of the City with respect to the Stormwater Utility as the City itself might do. Such receiver shall collect and receive all Revenues and maintain and operate the Stormwater Utility in the manner provided in this Resolution and comply under the jurisdiction of the court appointing such receiver, with all of the provisions of this Resolution. Whenever all that is due upon the Bonds, and interest thereon, and under any covenants of this Resolution for the Funds and Accounts, and upon any other obligations and interest thereon having a charge, lien or encumbrance upon the Revenues of the Stormwater Utility, the Impact Fees and Special Assessments shal1 have been paid and made good, and all defaults under the provisions of this Resolution shall have been cured and made good, possession of the Stormwater Utility shal1 be surrendered to the City upon the entry of an order of the court to that effect. Upon any subsequent Event of Default, any Holder of Bonds issued pursuant to this Resolution, or any trustee appointed for Bondholders as hereinafter provided, shall have the right to secure the further appointment of a receiver. Such receiver shal1 in the performance of the powers hereinabove conferred upon him be under the direction and supervision of the court making such appointment, shall at all times be subject to the orders and decrees of such court and may be removed thereby and a successor receiver appointed in the discretion of such court. Nothing herein contained shal1limit or restrict the jurisdiction of such court to enter such other and further orders and decrees as such court may deem necessary or appropriate for the exercise by the receiver of any function not specifically set forth herein. Any receiver appointed as provided herein shall hold and operate the Stormwater Utility in the name of the City and for the joint protection and benefit of the City and the Holders of Bonds issued pursuant to this Resolution. Such receiver shall have no power to sel1, assign, mortgage or otherwise dispose of any assets of any kind or character belonging or pertaining to the Stormwater Utility, except as provided herein, but the authority of such receiver shal1 be limited to the possession, operation and maintenance of the Stormwater Utility for the sole purpose of the protection of both the City and the Bondholders. The Holder or Holders of Bonds in an aggregate principal amount of more than fifty per centum (50%) of the Bonds then Outstanding may by a duly executed certificate in writing appoint a trustee for Holders of Bonds issued pursuant to this Resolution with authority to 76 Miuni; 23074-00014~ DocwDl:Dt _: ~31lvS represent such Bondholders in any legal proceedings for the enforcement and protection of the rights of such Bondholders. Such certificate shal1 be executed by such Bondholders or their duly authorized attorneys or representatives, and shall be filed in the office of the City Clerk of the City. Notwithstanding anything in this Resolution to the contrary, so long as the issuer of a Credit Facility shal1 not be in default in its obligations under such Credit Facility, such issuer shall be deemed to be the holder of all Bonds having the benefit of such Credit Facility for all purposes of this Article VIII. Section 805. Pro Rata Application of Funds. Anything in this Resolution to the contrary notwithstanding, if at any time the moneys in the Debt Service Account shall not be sufficient to pay the principal of or the interest on the Bonds as the same become due and payable (either by their terms or by acceleration of maturities under the provisions of Section 803 of this Article), such moneys, together with any moneys then available for such purpose, whether through the exercise of the remedies provided for in this Article or otherwise, shall be applied as follows: (a) Unless the principal of all the Bonds shal1 have become due and payable or shall have been declared due and payable, all such moneys shall be applied: First: to the payment of the persons entitled thereto of all installments of interest then due and payable, in the order in which such installments become due and payable, and, if the amount available shall not be sufficient to pay in full, any particular installment, then to the payment ratably, according to the amounts due on such installment, to the persons entitled thereto, without any discrimination or preference except as to any difference in the respective rates of interest specified in the Bonds; Second: to the payment of the persons entitled thereto of the unpaid principal of any of the Bonds which shall have become due (other than Bonds called for redemption for the payment of which sufficient moneys are held pursuant to the provisions of this Resolution), in the order of their due dates, with interest upon such Bonds at the respective rates specified therein from the respective dates upon which they became due, and, if the amount available shall not be sufficient to pay in ful1 the principal of Bonds due on any particular date, together with such interest, then to the payment of such principal, ratably according to the amount of such principal due on such date, to the persons entitled thereto without any discrimination or preference except as to any difference in the respective rates of interest specified in the Bonds; and Third: to the payment of the interest on and the principal of the Bonds, to the purchase and retirement of Bonds and to the redemption of Bonds, al1 in accordance with the provisions of Article V of this Resolution. (b) If the principal of all the Bonds shall have become due and payable or shall have been declared due and payable, all such moneys shall be applied to the payment of the principal and interest then due and unpaid upon the Bonds, without preference or priority of 77 Miami;23074-00014;~e:aIIl,S31Irl principal over interest or of interest over principal or of any instal1ment of interest over any other installment of interest, or of any Bond over any other Bond, ratably, according to the amounts due respectively for principal and interest, to the persons entitled thereto without any discrimination or preference except as to any difference in the respective rates of interest specified in the Bonds. (c) If the principal of al1 the Bonds shal1 have been declared due and payable and if such declaration shal1 thereafter have been rescinded and annul1ed under the provisions of Section 803 of this Article, then, subject to the provisions of paragraph (b) of this Section in the event that the principal of al1 the Bonds shal1later become due or be declared due and payable, the moneys remaining in and thereafter accruing to the Debt Service Account shal1 be applied in accordance with the provisions of paragraph (a) of this Section. The provisions of this Section are in al1 respects subject to the provisions of Section 801 of this Article. Whenever moneys are to be applied by the City pursuant to the provisions of this Section, such moneys shal1 be applied by the City at such times, and from time to time, as the City in its sole discretion shall determine, having due regard to the amount of such moneys available for application and the likelihood of additional moneys becoming available for such application in the future; the deposit of such moneys with the Bond Registrar, or otherwise setting aside such moneys, in trust for the proper purpose, shall constitute proper application by the City; and the City shall incur no liability whatsoever to any Bondholder or to any other person for any delay in applying any such funds, so long as the City acts with reasonable diligence, having due regard to the circumstances, and ultimately applies the same in accordance with such provisions of this Resolution as may be applicable at the time of application. Whenever the City shall exercise such discretion in applying such funds, it shall fix the date upon which such application is to be made and upon such date interest on the amounts of principal to be paid on such date shall cease to accrue. The City shall give such notice as it may deem appropriate and as otherwise required herein of the fixing of any such date, and shall not be required to make payment to the Holder of any unpaid Bond until such Bond shall be surrendered to it for appropriate endorsement. Section 806. Effect of Discontinuance of Proceedings. In case any proceeding taken by any Bondholder on account of any default shall have been discontinued or abandoned for any reason, then and in every such case the City and the Bondholder shall be restored to their former positions and rights hereunder, respectively, and al1 rights and remedies of the Bondholders shall continue as though no such proceeding had been taken. Section 807. Restrictions on Individual Bondholder Actions. No Holder or Holders of any of the 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 al1 proceedings at law or in equity shall be instituted, had and maintained for the benefit of all Holders of such Bonds. Section 808. No Remedv Exclusive. No remedy herein conferred upon the Bondholders is intended to be exclusive of any other remedy or remedies herein provided, and 78 Millllli;23014-0001<4;OocIuncDtll:S311rl each and every such remedy shal1 be cumulative and shall be in addition to every other remedy given hereunder. Section 809. Delav Not a Waiver. No delay or omission of any Bondholder to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed to be a waiver of any such default or an acquiescence therein; and every power and remedy given by this Article to the Bondholder may be exercised from time to time and as often as may be deemed expedient. Section 810. Right to Enforce Payment of Bonds. Nothing in this Article shall affect or impair the right of any Bondholder to enforce the payment of the principal of and interest on his Bond, or the obligation of the City to pay the principal of and interest on each Bond to the Holder thereof at the time and place in said Bond expressed. [END OF ARTICLE VIII] 79 MiIIlli;23074-00014;DocIunOd.I:S31IvS ARTICLE IX EXECUTION OF INSTRUMENTS BY BONDHOLDERS AND PROOF OF OWNERSHIP OF BONDS Section 901. Execution of Instruments bv Bondholders and Proof of Ownership of Bonds. Any request, direction, consent or other instrument in writing required or permitted by this Resolution to be signed or executed by Bondholders may be in any number of concurrent instruments of similar tenor and may be signed or executed by such Bondholders or their attorneys or legal representatives. Proof of the execution of any such instrument and of the ownership of Bonds shal1 be sufficient for any purpose of this Resolution and shall be conclusive in favor of the City with regard to any action taken by it under such instrument if made in the following manner: (a) The fact and date of the execution by any person of any such instrument may be proved by the verification of any officer in any jurisdiction who, by the laws thereof, has power to take affidavits within such jurisdiction, to the effect that such instrument was subscribed and sworn to before him, or by an affidavit of a witness to such execution. Where such execution is on behalf of a person other than an individual such verification or affidavit shal1 also constitute sufficient proof of the authority of the signer thereof. (b) The fact of the ownership of Bonds shall be proved by the registration books required to be maintained pursuant to Article II of this Resolution. Nothing contained in this Article shal1 be construed as limiting the City to such proof, it being intended that the City may accept any other evidence of the matters herein stated which it may deem sufficient. Any request or consent of the Holder of any Bond shall bind every future Holder of the same Bond in respect of anything done by the City in pursuance of such request or consent. Notwithstanding any of the foregoing provisions of this Section, the City shall not be required to recognize any person as a Holder of any Bond or to take any action at his request unless such Bond shall be deposited with it. [END OF ARTICLE IX] 80 Miami; 23014-00014~ Docwnentll, 5JIIv5 ARTICLE X SUPPLEMENTAL RESOLUTIONS Section 1001. Supplemental Resolution without Bondholders' Consent. The Commission may, from time to time and at any time adopt such resolutions supplemental hereto as shall not be inconsistent with the terms and provisions hereof (which supplemental resolution shall thereafter form a part hereof): (a) to cure any ambiguity or formal defect or omission or to correct any inconsistent provisions in this Resolution or in any supplemental ordinance, or (b) to grant to or confer upon the Bondholders any additional rights, remedies, powers, authority or security that may lawfully be granted to or conferred upon the Bondholders, including a pledge of Special Assessments, or (c) to add to the conditions, limitations and restrictions on the issuance of Bonds under the provisions of this Resolution other conditions, limitations and restrictions thereafter to be observed, or (d) to add to the covenants and agreements of the City in this Resolution other covenants and agreements thereafter to be observed by the City or to surrender any right or power herein reserved to or conferred upon the City, or (e) to permit the issuance of Bonds in coupon form, if as a condition precedent to the adoption of such supplemental resolution, there shal1 be delivered to the City an opinion of Bond Counsel to the effect that the issuance of Bonds in coupon or bearer form are then permitted by law to be issued and that the interest on such Bonds would be exempt from Federal income taxation, or (f) to permit the City to issue Bonds the interest on which is not exempt from Federal incorne taxation, or (g) to qualify the Bonds or any of them for registration under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, or (h) to qualify this Resolution as an "indenture" under the Trust Indenture Act of 1939, as amended, or (i) to create additional Debt Service Accounts or subaccounts within the Reserve Account for Series of Bonds as permitted by Section 505 hereof, or G) to comply with requirements of entities providing Credit Facilities, Liquidity Facilities, Reserve Account Insurance Policies, Reserve Account Letters of Credit and Interest Rate Swaps. 81 Miuni;23074-00014;OoCIlmCllt#'53ItvS Section 1002. Supplemental Resolution with Bondholders' Consent. Subject to the terms and provisions contained in this Section, and not otherwise, the Holders of not less than a majority in aggregate principal amount of the Bonds then outstanding shal1 have the right, from time to time, anything contained in this Resolution to the contrary notwithstanding, to consent to and approve the adoption of such resolutions supplemental hereto as shall be deemed necessary or desirable by the City for the purpose of modifying, altering, amending, adding to or rescinding, in any particular, any of the terms or provisions contained in this Resolution or in any supplemental resolution; provided, however, that nothing herein contained shal1 permit, or be construed as permitting, (a) an extension ofthe maturity of the principal of or the interest on any Bond issued hereunder, or (b) a reduction in the principal amount of any Bond or the redemption premium or the rate of interest thereon, or (c) the creation of a superior or parity pledge or lien to the pledge and lien created under this Resolution other than as permitted by this Resolution, or (d) a preference or priority of any Bond or Bonds over any other Bond or Bonds, or (e) a reduction in the aggregate principal amount of the Bonds required for consent to such supplemental ordinance. Nothing herein contained, however, shall be construed as making necessary the approval by Bondholders of the adoption of any supplemental ordinance as authorized in Section 1001 of this Article. The consent of the Holders of any Series of Additional Bonds or Refunding Bonds to be issued hereunder shall be deemed given if the underwriters or initial purchasers for resale consent in writing to such supplemental resolution and the nature of the amendment effected by such supplemental resolution is disclosed in the official statement or other offering document pursuant to which such Series of Additional Bonds or Refunding Bonds is offered and sold to the public. If at any time the City shall determine that it is necessary or desirable to adopt any supplemental resolution for any of the purposes of this Section, the City shall cause notice of the proposed adoption of such supplemental resolution to be mailed, first class mail, postage prepaid, to all registered owners of Bonds then Outstanding at their addresses as they appear on the registration books and to the issuers of all Credit Facilities. Such notice shal1 briefly set forth the nature of the proposed supplemental resolution and shall state that the copies thereof are on file at the office of the City Clerk for inspection by all Bondholders. The City shall not, however, be subject to any liability to any Bondholder by reason of its failure to cause the notice required by this Section to be mailed and any such failure shall not affect the validity of such supplemental resolution when consented to and approved as provided in this Section. Whenever, after the date of mailing of such notice, the City shall deliver to the Finance Director an instrument or instruments in writing purporting to be executed by the Holders of not less than a majority in aggregate principal amount of the Bonds then Outstanding, which instrument or instruments shall refer to the proposed supplemental resolution described in such notice and shall specifically consent to and approve the adoption thereof in substantially the form of the copy thereof referred to in such notice, thereupon, but not otherwise, the Commission may adopt such supplemental resolution in substantially such form, without liability or responsibility to any holder of any Bond, whether or not such Holder shall have consented thereto. 82 Miami,23014-0001.t;OotaIncnt#:S311v5 If the Holders of not less than a majority in aggregate principal amount of the Bonds then Outstanding at the time of the adoption of such supplemental resolution shal1 have consented to and approved the adoption thereof as herein provided, no Holder of any Bond shal1 have any right to object to the adoption of such supplemental resolution, or to object to any of the terms and provisions contained therein or the operation thereof, or in any manner to question the propriety of the adoption thereof, or to enjoin or restrain the Commission from adopting the same or from taking any action pursuant to the provisions thereof. Upon the adoption of any supplemental resolution pursuant to the provisions of this Section, this Resolution shall be deemed to be modified and amended in accordance therewith, and the respective rights, duties and obligations under this Resolution of the City and all Holders of Bonds then Outstanding shal1 thereafter be determined, exercised and enforced in all respects under the provisions of this Resolution as so modified and amended. Notwithstanding anything to the contrary contained in this Resolution, so long as the issuer of a Credit Facility shall not be in default in its obligations under such Credit Facility, such issuer shall be deemed to be the holder of all Bonds having the benefit of such Credit Facility for purposes of this Section 1 002 (other than for purposes of the mailing of notice described in this Section 1002). Section 1003. Supplemental Resolutions Part of Resolution. Any supplemental resolution adopted in accordance with the provisions of this Article and approved as to legality by the City Attorney shall thereafter form a part of this Resolution, and all of the terms and conditions contained in any such supplemental resolution as to any provision authorized to be contained therein shall be and shal1 be deemed to be part of the terms and conditions of this Resolution for any and all purposes. In case of the adoption and approval of any supplemental resolution, express reference may be made thereof in the text of any Bonds issued thereafter, if deemed necessary or desirable by the City. [END OF ARTICLE X] 83 Miami; 23074-000'4; Docwnan#: S31lvS ARTICLE XI DEFEASANCE Section 1101. Cessation of Interests of Bondholders. If, when the Bonds secured hereby (a) shall have become due and payable in accordance with their terms or (b) shall have been duly cal1ed for redemption or (c) irrevocable instructions to cal1 the Bonds for redemption or to pay the Bonds at their respective maturities or combination of such payment and redemption shall have been given by the City, the whole amount of the principal and the interest and premium, if any, so due and payable upon all of the Bonds then Outstanding shal1 be paid or sufficient moneys, or Government Obligations the principal of and the interest on which when due will provide sufficient moneys, shal1 be held by the Bond Registrar or other bank, trust company or other appropriate financial institution, acting as escrow agent, for such purpose under the provisions of this Resolution, and provision shal1 also be made for paying all other sums payable hereunder by the City, then and in that case the right, title and interest of the Holders of the Bonds under this Resolution shall thereupon cease, determine and become void, the City shall have no obligation with respect to such Bonds except for the payment of the principal of, redemption premium, if any, and interest thereon solely from the moneys or Government Obligations deposited pursuant to this Section, and the Commission in such case, shall repeal and cancel this Resolution and may apply any surplus in any subaccount in the Debt Service Account and all balances remaining in any other Funds or Accounts other than moneys held for the redemption or payment of Bonds or the interest thereon to any lawful purpose of the City as the Commission shall determine; otherwise this Resolution shall be, continue and remain in full force and effect; provided, however, that in the event Government Obligations shall be deposited with and held by the Bond Registrar or other bank, trust company or other appropriate financial institution, acting as escrow agent, as hereinabove provided, and in addition to the requirements set forth in Article III of this Resolution, the City shall within thirty (30) days after such Government Obligations shall have been deposited with the Bond Registrar or other bank, trust company or other appropriate financial institution, acting as escrow agent, cause a notice to be (i) published in a Daily Newspaper of general circulation or a financial journal published in the Borough of Manhattan, City and State of New York, and (ii) mailed, by first class mail, postage prepaid, to the Holders of such Bonds, setting forth (a) the date, if any, designated for the redemption of the Bonds or if a portion of the Outstanding Bonds are not being redeemed prior to their maturities or mandatory redemption dates, a statement to the effect that such Bonds are being paid at maturity and any Term Bonds are being redeemed in amounts and at times which will satisfy the Amortization Requirements therefor, (b) a description of the Government Obligations so held by the Bond Registrar or other bank, trust company or other appropriate financial institution, acting as escrow agent, and (c) that this Resolution has been repealed and cancel1ed in accordance with the provisions ofthis Section. With respect to Variable Rate Bonds, the interest rate thereon shall be assumed to be the maximum interest rate permitted under the documents governing such Variable Rate Bonds. In addition, with respect to Variable Rate Bonds or Optional Tender Bonds, prior to the release of this Resolution, there shall be filed with the Finance Director, the fol1owing: (i) a resolution adopted by the Commission determining (which determination may be based upon opinions of Bond Counselor investment bankers) that the rights of the owners of such Variable Rate Bonds or Optional Tender Bonds to receive payment of interest at the Variable Rate as provided in the 84 MiIllli;23074-()(101";DocIImlllllt~:nllv5 documents pursuant to which such Bonds were issued and the right to receive payment of the purchase price of such Bonds upon tender for purchase, as provided in the documents pursuant to which such Bonds were issued, either pursuant to a Credit Facility provided therefor or otherwise will not be material1y adversely impaired by the release of this Resolution pursuant to this Article XI; (ii) a resolution, adopted by the Commission, which may be the same resolution specified in clause (i) above, specifying the uses to which any Current Excess Interest Earnings (as hereinafter defined) may be applied, which may include the financing of Improvements or Capital Expenditures, as defined in this Resolution, for the Stormwater Utility or Current Expenses of the Stormwater Utility or, if the City no longer owns the Stormwater Utility, capital expenditures for other lawful purposes of the City, in each event, such uses shall be for facilities the construction or acquisition of which would, but for the receipt of such Current Excess Interest Earnings, have been constructed or acquired using proceeds of unissued Bonds or other bonds of the City or paid from future revenues of the City; and (iii) there shall have been furnished to the City, as a condition of the release of this Resolution, an opinion of Bond Counsel to the effect that such release will not have an adverse effect on the Federal income tax exemption of interest on any of such Bonds as are then exempt from such taxation. For the purposes of this Section, "Current Excess Interest Earnings" shal1 mean for each period for which interest is received by the escrow agent on the Government Obligations held in escrow for the Holders of the outstanding Bonds, the excess, if any, of interest received on such Government Obligations over the amount of interest paid on the Variable Rate Bonds in such period. The agreement pursuant to which such Government Obligations are held by the escrow agent shall provide for withdrawal of such Current Excess Interest Earnings when received by the escrow agent and payment of such sums to the City for expenditure in the manner provided in the resolution mentioned in clause (ii) of the preceding paragraph. Al1 moneys and obligations held by the Bond Registrar or other bank, trust company or other appropriate financial institution, acting as escrow agent, pursuant to this Section shal1 be held in trust and the principal of and interest on said obligations when received, and said moneys, applied to the payment, when due, of the principal of, and the interest and the premium, if any, on the Bonds payable therefrom. [END OF ARTICLE XI] 85 Mi...u;2J074-00014;l)oQImcntll:S311rl ARTICLE XII PROVISIONS RELATING TO THE BOND INSURER Section 1201. Provisions Relating to the Bond Insurer. For so long as the Bond Insurance Policy is in effect, and with respect to clause (n) below, solely while the 2000 Reserve Account Insurance Policy is in effect, and the Bond Insurer has not defaulted in its obligations thereunder, and notwithstanding any provisions to the contrary contained in this Resolution, the City, the Bond Registrar and the Holders of the Bonds, as applicable, covenant and agree, but solely for the benefit of the Bond Insurer, as follows: (a) The Bond Insurer will be deemed the Holder of the Series 2000 Bonds under this Resolution, in lieu of the registered owners thereof, for purposes of (i) consenting to the adoption of any supplemental resolution pursuant to Section 1002 of this Resolution and (ii) exercising any rights and remedies granted to the Holders of the Series 2000 Bonds under this Resolution upon the occurrence of an Event of Default hereunder; provided, however, that the Bond Insurer shall not have the right to decrease the amount of principal or interest due and owing on the Series 2000 Bonds or extend the dates of payment of installments of principal of and interest on the Series 2000 Bonds. (b) Upon issuance of any Series of Bonds, there shal1 be deposited in the Reserve Account, on the date of issuance of such Series of Bonds, cash, a Reserve Account Insurance Policy and/or a Reserve Account Letter of Credit, or a combination of the foregoing, in an amount equal to the increase in the Reserve Account Requirement resulting from the issuance of such Series of Bonds. (c) Notice of any optional redemption of Series 2000 Bonds shall either (i) explicitly state that the proposed redemption is conditioned on there being on deposit in the applicable Fund, Account or Subaccount on the redemption date sufficient money to pay the full redemption price of the Series 2000 Bonds to be redeemed, or (ii) be sent only if sufficient money to pay the full redemption price of the Series 2000 Bonds to be redeemed is on deposit in the applicable Fund, Account or Subaccount. (d) To the extent there are no funds available in the other Funds, Accounts and Subaccounts established pursuant to this Resolution, the City shall use the remaining funds in the Construction Fund to pay principal of or interest on the Bonds in the event of a payment default. (e) In determining whether a payment default has occurred or whether a payment on the Series 2000 Bonds has been made under this Resolution, no effect shal1 be given to payments made under the Bond Insurance Policy. (f) The Bond Insurer shall receive inunediate notice of any payment default and notice of any other default known to the Bond Registrar or the City within 30 days of the Bond Registrar's or the City's knowledge thereof. (g) (i) The City shall, not later than the third business day preceding each payment date on the Series 2000 Bonds, transfer from the applicable Accounts and Subaccounts 86 Millmi~ 2307-4-.0001..; DocIun<DIII: S31l v5 to the Bond Registrar the amounts necessary to pay the principal of and interest on the Series 2000 Bonds. If, on the third day preceding any payment date for the Series 2000 Bonds there is not on deposit with the Bond Registrar sufficient moneys available to pay all principal of and interest on the Series 2000 Bonds due on such date, the Bond Registrar shall immediately notify the Bond Insurer and State Street Bank and Trust Company, N.A., New York, New York or its successor as its Fiscal Agent (the "Fiscal Agent") of the amount of such deficiency. If, by said payment date, the City has not provided the amount of such deficiency, the Bond Registrar shall simultaneously make available to the Bond Insurer and to the Fiscal Agent the registration books for the Series 2000 Bonds maintained by the Bond Registrar. In addition: (A) The Bond Registrar shal1 provide the Bond Insurer with a list of the Bondholders entitled to receive principal or interest payments from the Bond Insurer under the terms of the Bond Insurance Policy and shall make arrangements for the Bond Insurer and its Fiscal Agent (1) to mail checks or drafts to Bondholders entitled to receive full or partial interest payments from the Bond Insurer and (2) to pay principal of the Series 2000 Bonds surrendered to the Fiscal Agent by the Bondholders entitled to receive full or partial principal payments from the Bond Insurer; and (B) The Bond Registrar shal1, at the time it makes the registration books available to the Bond Insurer pursuant to (A) above, notify Bondholders entitled to receive the payment of principal of or interest on the Series 2000 Bonds from the Bond Insurer (1) as to the fact of such entitlement, (2) that the Bond Insurer will remit to them al1 or part of the interest payments coming due subject to the terms of the Bond Insurance Policy, (3) that, except as provided in paragraph (ii) below, in the event that any Bondholder is entitled to receive full payment of principal from the Bond Insurer, such Bondholder must tender his Series 2000 Bond with the instrument of transfer in the form provided on the Series 2000 Bond executed in the name of the Bond Insurer, and (4) that, except as provided in paragraph (ii) below, in the event that such Bondholder is entitled to receive partial payment of principal from the Bond Insurer, such Bondholder must tender his Bond for payment first to the Bond Registrar, which shal1 note on such Series 2000 Bond the portion of principal paid by the Bond Registrar, and then, with an acceptable form of assignment executed in the name of the Bond Insurer, to the Fiscal Agent, which will then pay the unpaid portion of principal to the Bondholder subject to the terms of the Bond Insurance Policy. (ii) In the event that the Bond Registrar has notice that any payment of principal of or interest on a Series 2000 Bond has been recovered from a Bondholder pursuant to the United States Bankruptcy Code by a trustee in bankruptcy in accordance with the final, nonappealable order of a court having competent jurisdiction, the Bond Registrar shall, at the time it provides notice to the Bond Insurer, notify all Bondholders that in the event that any Bondholder's payment is so recovered, such Bondholder will be entitled to payment from the Bond Insurer to the extent of such recovery, and the Bond Registrar shal1 furnish to the Bond Insurer its records evidencing the payments of principal of and interest on the Series 2000 Bonds which have been made by the Bond Registrar and subsequently recovered from Bondholders, and the dates on which such payments were made. 87 Miuni;2301<f..OOO14;Dotulnentll,SJllvS (iii) The Bond Insurer shal1, to the extent it makes payment of principal of or interest on the Series 2000 Bonds, become subrogated to the rights of the recipients of such payments in accordance with the terms of the Bond Insurance Policy and, to evidence such subrogation, (A) in the case of subrogation as to claims for past due interest, the Bond Registrar shall note the Bond Insurer's rights as subrogee on the registration books maintained by the Bond Registrar upon receipt from the Bond Insurer of proof of the payment of interest thereon to the Bondholders of such Series 2000 Bonds and (B) in the case of subrogation as to claims for past due principal, the Bond Registrar shal1 note the Bond Insurer's rights as subrogee on the registration books for the Series 2000 Bonds maintained by the Bond Registrar upon receipt of proof of the payment of principal thereof to the Bondholders of such Series 2000 Bonds. Notwithstanding anything in this Resolution or the Series 2000 Bonds to the contrary, the Bond Registrar shal1 make payment of such past due interest and past due principal directly to the Bond Insurer to the extent that the Bond Insurer is a subrogee with respect thereto. (h) The City shall send any rating agency rating the Series 2000 Bonds notice of each amendment to this Resolution and a copy thereof at least 15 days in advance of its adoption. The Bond Insurer shal1 be provided with a full transcript of all proceedings relating to the execution of any such amendment. (i) Only cash, direct non-cal1able obligations of the United States of America and securities fully and unconditionally guaranteed as to the timely payment of principal and interest by the United States of America, to which direct obligation or guarantee the full faith and credit of the United States of America has been pledged, Refcorp interest strips, CATS, TIGRS, STRPS, or defeased municipal bonds rated AAA by Standard & Poor's or Aaa by Moody's (or any combination of the foregoing) shall be used to effect defeasance of the Series 2000 Bonds unless the Bond Insurer otherwise approves. In the event of an advance refunding, the City shall cause to be delivered a verification report of an independent nationally recognized certified public accountant. If a forward supply contract is employed in connection with the refunding, (i) such verification report shall expressly state that the adequacy of the escrow to accomplish the refunding relies solely on the initial escrowed investments and the maturing principal thereof and interest income thereon and does not assume performance under or compliance with the forward supply contract, and (ii) the applicable escrow agreement shall provide that in the event of any discrepancy or difference between the terms of the forward supply contract and the escrow agreement (or this Resolution, if no separate escrow agreement is utilized), the terms of the escrow agreement or this Resolution, as applicable, shall be controlling. (j) For al1 purposes of this Resolution, indebtedness bearing a variable rate of interest, including Variable Rate Bonds ("Variable Rate Indebtedness"), shal1 be assumed to bear interest at the highest of: (i) the actual rate on the date of calculation, or if the Variable Rate Indebtedness is not yet outstanding, the initial rate (if established and binding), (ii) if the Variable Rate Indebtedness has been outstanding for at least twelve months, the average rate over the twelve months immediately preceding the date of calculation, and (iii) (A) if interest on the Variable Rate Indebtedness is excludable from gross income under the applicable provisions of the Code, the most recently published Bond Buyer "Revenue Bond Index" (or comparable index if no longer published) plus 50 basis points, or (B) if interest is not so excludable, the interest rate on direct U.S. Treasury Obligations with comparable maturities plus 50 basis 88 MiIlPi;23074-00014; Documenl.' 53l1vS points; provided, however, that for purposes of the third paragraph of Section 502 of this Resolution, Variable Rate Bonds shall be deemed to bear interest at the actual rate per annum applicable during such prior Fiscal Year. (k) Any Interest Rate Swap entered into in connection with the issuance or incurrence by the City of Variable Rate Indebtedness secured by Net Revenues on a parity with the Series 2000 Bonds shal1 meet the fol1owing guidelines and, for purposes of calculating "Principal and Interest Requirements" and establishing compliance with financial covenants under this Resolution shall be treated as follows: A. Long Dated Interest Rate Swaps - Term or Weighted Average Maturity of more than Ten Years. 1. The Counterparty must be rated at least A-/ A3 or better by Standard & Poor's and Moody's (the "Initial Rating Requirement"). 2. Assuming satisfaction of the Initial Rating Requirement, and thereafter as long as the long term indebtedness of the Counterparty or the claims paying ability of the Counterparty does not fall below Baa2 or BBB by either Standard & Poor's or Moody's (the "Minimum Rating Requirement"), al1 interest rate assumptions for purposes of establishing or demonstrating compliance with a financial covenant (e.g., rate covenant, reserve requirement, additional bonds test, asset transfer test, etc.) may be based upon the synthetic fixed interest rate under the Interest Rate Swap. Failure to maintain a Counterparty holding the Minimum Rating Requirement or, if the City elects, failure to replace any such Counterparty with another Counterparty which holds the Initial Rating Requirement within ten business days, will have the fol1owing effects: (1) compliance with the provisions of Section 502 of this Resolution for the preceding Fiscal Year will be based on the actual interest paid on the Variable Rate Bonds during such Fiscal Year without regard to the Interest Rate Swap; (2) in the case of the Reserve Account, the amount required to be on deposit therein wil1 be re-calculated based on the formula described in clause (j) above, as of the date of original issuance of the Variable Rate Bonds, and any resulting deficiency will be restored within twelve months in the same manner as other deficiencies in the Reserve Account are required to be restored under this Resolution; and (3) any "forward-looking" financial covenants under this Resolution based upon Principal and Interest Requirements or Maximum Principal and Interest Requirements will be based upon the formula described in clause (j) above, calculated as of the date the required calculation is made. 89 Mi..m; 23074-OOll14; DocIIIlIlIIIllI',SJllrl B. Short Dated Interest Rate Swaps - Term or Weighted Average Maturity of Ten Years or Less. The Counterparty must meet the Initial Rating Requirement. With respect to financial covenants, the synthetic fixed rate based on the Interest Rate Swap may be utilized for purposes of demonstrating or establishing compliance with the applicable covenant. Failure to maintain a Counterparty holding the Minimum Rating Requirement during the Interest Rate Swap period will require replacement of the Counterparty within ten business days. Failure to replace will require re-ca1culation of the applicable financial covenants in the manner outlined in A.2 above. (1) The City (as to clauses (i), (ii), (iii), (v) and (vi) below) and the Bond Registrar (as to clauses (iv) and (vi) below) shall provide to the Bond Insurer the following information: (i) Within 180 days after the end of each of the City's Fiscal Years, the budget for the succeeding Fiscal Year, the Financial Statements, a statement of the amount on deposit in the Reserve Account as of the last valuation, and, if not presented in the Financial Statements, a statement of the revenues pledged to payment of the Series 2000 Bonds in such Fiscal Year; (ii) The official statement or other disclosure document, if any, prepared in connection with the issuance of additional debt, whether or not on parity with the Series 2000 Bonds within 30 days after the sale thereof; (iii) Notice of any drawing upon or deficiency due to market fluctuation in the amount, if any, on deposit in the Reserve Account; (iv) Notice of the redemption, other than mandatory sinking fund redemption, of any of the Series 2000 Bonds, or of any advance refunding of the Series 2000 Bonds, including the principal amount, maturities and CUSIP numbers thereof; (v) Simultaneously with the delivery of the Financial Statements, a statement of: (A) The number of Stormwater Utility accounts as of the end of the Fiscal Year; (B) Notification of the withdrawal of any Stormwater Utility user comprising 5% or more of Stormwater Utility sales measured in terms of revenue dollars since the last reporting date; (C) Any significant Stormwater Utility asset retirements or expansions undertaken since the last reporting date; (D) Updated capital plans for Stormwater Utility expansIOn and improvement projects; and 90 Miami; 23074-00014; Ilof;umentll,S31lvS (E) Results of annual engineering inspections, if any, of the Stormwater Utility occurring at the end of the Fiscal Year; and (vi) Such additional information as the Bond Insurer may reasonably request from time to time. (m) The notice addresses for the Bond Insurer and the Fiscal Agent are: Financial Guaranty Insurance Company, 115 Broadway, New York, New York 10006, Attention: Risk Management; and State Street Bank and Trust Company, N.A., 61 Broadway, New York, New York 10006, Attention: Corporate Trust Department. (n) The provisions of the Reserve Account Policy Agreement shal1 be binding on the City, the Bond Registrar and the Holders of the Bonds the same as if they were set forth in full in this Resolution and to the extent of any inconsistencies between the provisions of this Resolution and the Reserve Account Policy Agreement, the provisions of the Reserve Account Policy Agreement shall control. 91 MiIlJli; 23Cl74-00014; Documlilll.' 53llvS ARTICLE XIII MISCELLANEOUS PROVISIONS Section 1301. 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 Commission and of each department and agency of the City to the ful1 extent authorized or permitted by law, and all such covenants, stipulations, obligations and agreements shal1 bind or inure to the benefit of the successor or successors thereof from time to time and any officer, board, body or commission to whom or to which any power or duty affecting such covenants, stipulations, obligations and agreements shall be transferred by or in accordance with law. Except as otherwise provided in this Resolution, all rights, powers and privileges conferred and duties and liabilities imposed upon the City or upon the Commission by the provisions of this Resolution shall be exercised or performed by the Commission, or by such other officers, board, body or commission as may be required by law to exercise such powers or to perform such duties. No covenant, stipulation, obligation or agreement herein contained shall be deemed to be a covenant, stipulation, obligation or agreement of any member, agent or employee of the Commission or the City in its individual capacity, and neither the members of the Commission nor any official executing the Bonds shall be liable personally on the Bonds or be subject to any personal liability or accountability by reason of the issuance thereof. Section 1302. Manner of Giving Notice. Any notice, demand, direction, request or other instrument authorized or required by this Resolution to be given to or filed with the City shall be deemed to have been sufficiently given or filed for al1 purposes of this Resolution if and when sent by registered mail, return receipt requested, to the City at City of Miami Beach 1700 Convention Center Drive Miami Beach, Florida 33139 Attention: Finance Director and City Attorney All documents received by the City and the Commission under the provisions of this Resolution shall be retained in their possession, subject at all reasonable times to the inspection of the City, any Bondholder, and the agents and representatives thereof. Section 1303. Successorship of Bond Registrar. Any bank or trust company with or into which the Bond Registrar may be merged or consolidated, or to which the assets and business of such Bond Registrar may be sold, shal1 be deemed the successor of such Bond Registrar for the purposes of this Resolution. If the position of the Bond Registrar shall become vacant for any reason, the Cornmission shal1, within thirty (30) days thereafter, appoint a bank or trust company located in the same city, as the Bond Registrar to fill such vacancy. The City shall have the right at any time to remove the Bond Registrar and to appoint a successor Bond Registrar; provided, 92 Miami; 23Cl7-4-00014: OocIImalt~' S311VS however, that no such removal and appointment shall cause a delay in the payment of principal of, redemption premium, if any, or interest on any Bond Outstanding under this Resolution. Section 1304. Successorship of City Officers. In the event that the offices of Mayor, Finance Director, City Manager, City Clerk or City Attorney shall be abolished or any two or more of such offices shall be merged or consolidated, or in the event of a vacancy in any such office by reason of death, resignation, removal from office or otherwise, or in the event any such officer shal1 become incapable of performing the duties of his office by reason of sickness, absence from the City or otherwise, al1 powers conferred and all obligations and duties imposed upon such officer shall be performed by the officer succeeding to the principal functions thereof or by the officer upon whom such powers, obligations and duties shal1 be imposed by law. Section 1305. Substitute Publication. If, because of the temporary or permanent suspension of publication of any Daily Newspaper or financial journal or for any other reason, the Finance Director or the City shall be unable to publish in a Daily Newspaper or financial journal any notice required to be published by any provision of this Resolution, the City shall give such notice in such other manner as in its judgment shall most effectively approximate such publication, and the giving of such notice in such manner for all purposes of this Resolution shall be deemed to be in compliance with the requirement for the publication thereof. Section 1306. Inconsistent Resolutions. Al1 resolutions and parts thereof which are inconsistent with any of the provisions of this Resolution are hereby declared to be inapplicable to the provisions of this Resolution. Section 1307. Further Acts. The officers and agents of this City are hereby authorized and directed to do all the acts and things required of them by the Bonds and this Resolution, for the full, punctual and complete performance of all of the terms, covenants, provisions and agreements contained in the Bonds and this Resolution. Section 1308. Headings Not Part of Resolution. Any headings preceding the texts of the several Articles and Sections hereof and any table of contents, marginal notes or footnotes appended to copies hereof shall be solely for convenience of reference, and shall not constitute a part of this Resolution, nor shal1 they effect its meaning, construction or effect. Section 1309. Beneficiaries under Resolution. Except as herein otherwise expressly provided, nothing in this Resolution, expressed or implied, is intended or shall be construed to confer upon any person, firm or corporation, other than the City, the Bond Registrar, the Holders of the Bonds issued under and secured by this Resolution, and the providers of any Credit Facility, Liquidity Facility, Reserve Account Insurance Policy and Reserve Account Letter of Credit, including the Bond Insurer, any right, remedy or claim, legal or equitable, under or by reason of the Resolution or any provisions hereof, this Resolution and all its provisions being intended to be and being for the sole and exclusive benefit of the City, the Bond Registrar, the Holders from time to time of the Bonds issued hereunder and the providers of any Credit Facility, Liquidity Facility, Reserve Account Insurance Policy and Reserve Account Letter of Credit, including the Bond Insurer. 93 MillDll; 23074-00014; Documllllltlt: S31Iv5 Section 1310. Effect of Partial Invalidity. In case anyone or more of the provisions of this Resolution or of any Bonds or coupons issued hereunder shal1 for any reason be held to be illegal or invalid, such illegality or invalidity shal1 not affect any other provision of this Resolution or of the Bonds or coupons, but this Resolution and the Bonds and coupons shall be construed and enforced as if such illegal or invalid provision had not been contained therein. The Bonds are issued and this Resolution is adopted with the intent that the laws of the State of Florida shall govern their construction. Section 1311. Pavrnents Due on Davs That Are Not Business Davs. In any case where the date of maturity of interest on or principal of the Bonds or the date fixed for redemption of Bonds shall not be business day, then payment of such interest or principal or redemption price need not be made by the Bond Registrar on such date but may be made on the next succeeding business day with the same force and effect as if made on the date of maturity or the date fixed for redemption, and no interest shall accrue for the period after such date of maturity or redemption. Section 1312. Resolution Effective. This Resolution shall take effect immediately upon its adoption. PASSED AND ADOPTED this 18th day of October ,2000. [SEAL] 1!Jij Mayor Attest: kr f14~ City Clerk APPROVED />S TO FORM & lANGUAGE & FOR EXECUTION ~ lO- \ 2~ Date 94 MionU;3074-00014;DocamenI#:S311rl EXHIBIT A THE PROJECT The Project consists of upgrades, improvements and the addition of new facilities to the Stormwater Utility, including the following: . establishing roadway grading patterns to direct stormwater into collection systems; . installing curbs and gutters to convey stormwater into col1ection systems; . installing additional catch basins to collect stormwater; . installing larger diameter pipes to provide storage and convey stormwater; . installing drainage wells, pumping equipment and exfiltration trenches to provide for on-site disposal requirement; . installing pollution control structures to reduce quantities of sediments, floating hydrocarbons and trash being discharged into Biscayne Bay. The Commission may approve by resolution other Improvements as part of the Project in addition to and/or in lieu of one or more of the Improvements described above. A-I Millllli; 23074-00014; DDcuml:lllll' 5311 vs