HomeMy WebLinkAboutSeptember 22, 2010 City Council Agenda
Regular City Council Agenda September 22, 2010 Page 1 CITY OF MIAMI GARDENS CITY COUNCIL MEETING AGENDA Meeting Date: September 22, 2010 1515 NW 167th St., Bldg. 5, Suite 200 Miami Gardens,
Florida 33169 Next Regular Meeting Date: October 13, 2010 Phone: (305) 622-8000 Fax: (305) 622-8001 Website: www.miamigardens-fl.gov Time: 7:00 p.m. Mayor Shirley Gibson Vice Mayor Aaron
Campbell Jr. Councilwoman Lisa Davis Councilman André Williams Councilwoman Felicia Robinson Councilwoman Sharon Pritchett Councilman Oliver G. Gilbert III City Manager Dr. Danny O.
Crew City Attorney Sonja K. Dickens, Esq. City Clerk Ronetta Taylor, MMC City of Miami Gardens Ordinance No. 2007-09-115 requires all lobbyists before engaging in any lobbying activities
to register with the City Clerk and pay an annual fee of $250.00. This applies to all persons who are retained (whether paid or not) to represent a business entity or organization to
influence “City” action. “City” action is broadly described to include the ranking and selection of professional consultants, and virtually all-legislative, quasi-judicial and administrative
action. All not-for-profit organizations, local chamber and merchant groups, homeowner associations, or trade associations and unions must also register however an annual fee is not
required. (A) CALL TO ORDER/ROLL CALL (B) INVOCATION (C) PLEDGE OF ALLEGIANCE (D) APPROVAL OF MINUTES D-1) Special City Council Minutes – September 7, 2010 D-2) Special City Council
Minutes – September 8, 2010 (E) ORDER OF BUSINESS (Items to be pulled from Consent Agenda at this time) Page 1 of 565
Regular City Council Agenda September 22, 2010 Page 2 (F) SPECIAL PRESENTATIONS (5 minutes each) F-1) Councilman Gilbert -Miami Gardens Xpress Track Team F-2) Dr. Danny O. Crew, City
Manager – Employee 5 year Service Pins Presentation (G) PUBLIC COMMENTS (H) ORDINANCE(S) FOR FIRST READING: None (I) ORDINANCE(S) FOR SECOND READING/PUBLIC HEARING(S) I-1) AN ORDINANCE
OF THE CITY COUNCIL OF THE CITY OF MIAMI GARDENS, FLORIDA, CREATING THE MIAMI GARDENS SCHOLARSHIP PAGEANT COMMITTEE; PROVIDING FOR MEMBERSHIP; PROVIDING FOR TERMS OF OFFICE; PROVIDING
FOR ORGANIZATION; PROVIDING FOR RESPONSIBILITIES; PROVIDING FOR THE ADOPTION OF REPRESENTATIONS; REPEALING ALL ORDINANCES IN CONFLICT; PROVIDING A SEVERABILITY CLAUSE; PROVIDING FOR
INCLUSION IN CODE; PROVIDING FOR AN EFFECTIVE DATE. (1st Reading – July 28, 2010; 2nd Reading deferred from September 8, 2010) I-2) AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF MIAMI
GARDENS, FLORIDA, ADOPTING AND ENACTING A NEW CODE FOR THE CITY OF MIAMI GARDENS, FLORIDA; PROVIDING FOR THE REPEAL OF CERTAIN ORDINANCES NOT INCLUDED THEREIN; PROVIDING A PENALTY FOR
THE VIOLATION THEREOF; PROVIDING FOR THE MANNER OF AMENDING SUCH CODE; PROVIDING FOR CORRECTIONS OF SCRIVENER’S ERRORS; PROVIDING AN EFFECTIVE DATE. (SPONSORED BY THE CITY CLERK) (1st
Reading – September 8, 2010) I-3) AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF MIAMI GARDENS, FLORIDA, AMENDING ORDINANCE NO. 2005-10-48 (“PURCHASING ORDINANCE”) TO CREATE ARTICLE
IV TO PROVIDE FOR A BONUS FOR ENTITIES AWARDED CITY CAPITAL IMPROVEMENT CONTRACTS, THAT HIRE CITY RESIDENTS TO PERFORM SERVICES; PROVIDING FOR PURPOSE; PROVIDING FOR DEFINITIONS; PROVIDING
FOR BONUS STRUCTURE; PROVIDING FOR REPORTING AND COMPLIANCE REQUIREMENTS; Page 2 of 565
Regular City Council Agenda September 22, 2010 Page 3 PROVIDING FOR ADOPTION OF REPRESENTATIONS; REPEALING ALL ORDINANCES IN CONFLICT; PROVIDING A SEVERABILITY CLAUSE; PROVIDING FOR
INCLUSION IN CODE; PROVIDING AN EFFECTIVE DATE. (SPONSORED BY COUNCILMAN ANDRÉ WILLIAMS) (1st Reading – September 8, 2010) I-4) AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF MIAMI
GARDENS, FLORIDA, ESTABLISHING A LOCAL HIRING PROCESS FOR CITY RESIDENTS; ESTABLISHING PROCEDURES; ESTABLISHING REPORTING REQUIREMENTS; PROVIDING FOR DEFINITIONS; PROVIDING FOR EXCEPTIONS;
PROVIDING FOR ADOPTION OF REPRESENTATIONS; REPEALING ALL ORDINANCES IN CONFLICT; PROVIDING A SEVERABILITY CLAUSE; PROVIDING FOR INCLUSION IN CODE; PROVIDING AN EFFECTIVE DATE. (SPONSORED
BY COUNCILMAN OLIVER G. GILBERT III) (1st Reading – September 8, 2010) I-5) AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF MIAMI GARDENS, FLORIDA, CREATING THE PEOPLE WITH DISABILITIES
ADVISORY COMMITTEE; PROVIDING FOR MEMBERSHIP; PROVIDING FOR TERMS OF OFFICE; PROVIDING FOR ORGANIZATION; PROVIDING FOR RESPONSIBILITIES; PROVIDING FOR THE ADOPTION OF REPRESENTATIONS;
REPEALING ALL ORDINANCES IN CONFLICT; PROVIDING A SEVERABILITY CLAUSE; PROVIDING FOR INCLUSION IN CODE; PROVIDING FOR AN EFFECTIVE DATE. (SPONSORED BY COUNCILWOMAN SHARON PRITCHETT)
(1st Reading – September 8, 2010) (J) CONSENT AGENDA J-1) A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF MIAMI GARDENS, FLORIDA, AUTHORIZING THE CITY MANAGER AND THE CITY CLERK TO EXECUTE
AND ATTEST, RESPECTIVELY, THAT CERTAIN AGREEMENT WITH THE CHILDREN’S TRUST FOR THE ACCEPTANCE OF A GRANT AWARD IN THE AMOUNT OF SEVENTY-FIVE THOUSAND DOLLARS ($75,000.00) FOR THE EXPANDING
HORIZONS PROGRAM, A COPY OF WHICH IS ATTACHED HERETO AS EXHIBIT A; AUTHORIZING A MATCH OF FUNDS IN THE AMOUNT OF SEVENTY-FIVE THOUSAND DOLLARS ($75,000.00); PROVIDING FOR INSTRUCTIONS
TO THE CITY CLERK; PROVIDING FOR THE ADOPTION OF REPRESENTATIONS; PROVIDING AN EFFECTIVE DATE. Page 3 of 565
Regular City Council Agenda September 22, 2010 Page 4 (SPONSORED BY THE CITY MANAGER) J-2) A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF MIAMI GARDENS, FLORIDA, AUTHORIZING THE CITY
MANAGER AND THE CITY CLERK TO EXECUTE AND ATTEST, RESPECTIVELY, THAT CERTAIN AGREEMENT WITH THE STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION (FDOT) A COPY OF WHICH IS ATTACHED HERETO
AS EXHIBIT “A”, FOR THE REPLACEMENT OF THE BRIDGE LOCATED AT N.W. 42ND AVENUE IN THE AMOUNT OF NINE HUNDRED, THIRTY THOUSAND DOLLARS ($930,000.00); PROVIDING FOR INSTRUCTIONS TO THE
CITY CLERK; PROVIDING FOR THE ADOPTION OF REPRESENTATIONS; PROVIDING AN EFFECTIVE DATE. (SPONSORED BY THE CITY MANAGER) J-3) A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF MIAMI GARDENS,
FLORIDA, AUTHORIZING THE CITY MANAGER TO WAIVE THE REVIEW OF THE ART IN PUBLIC PLACES ADVISORY COMMITTEE (APPAC) FOR THE IMPLEMENTATION OF THE ART IN PUBLIC PLACES (AIPP) PROGRAM FOR
THE BETTY T. FERGUSON RECREATION COMPLEX AMPHITHEATRE CONSTRUCTION PROJECT; PROVIDING FOR THE ADOPTION OF REPRESENTATIONS; PROVIDING AN EFFECTIVE DATE. (SPONSORED BY THE CITY MANAGER)
J-4) A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF MIAMI GARDENS, FLORIDA, AUTHORIZING THE CITY MANAGER TO WAIVE THE REVIEW OF THE ART IN PUBLIC PLACES ADVISORY COMMITTEE (APPAC) FOR
THE IMPLEMENTATION OF THE ART IN PUBLIC PLACES (AIPP) PROGRAM FOR THE MIAMI CAROL CITY PARK RECREATION CONSTRUCTION PROJECT; PROVIDING FOR THE ADOPTION OF REPRESENTATIONS; PROVIDING
AN EFFECTIVE DATE. (SPONSORED BY THE CITY MANAGER) J-5) A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF MIAMI GARDENS, FLORIDA, AUTHORIZING THE CITY MANAGER TO NEGOTIATE AND EXECUTE
THAT CERTAIN AGREEMENT WITH CDW GOVERNMENT, LLC FOR THE PURCHASE OF COMPUTER SERVERS IN AN AMOUNT NOT TO EXCEED ONE HUNDRED TWENTY SIX THOUSAND, SEVEN HUNDRED DOLLARS ($126,700.00) FOR
PHASE ONE, ONE HUNDRED TWENTY SIX THOUSAND, SEVEN HUNDRED DOLLARS ($126,700.00) FOR PHASE TWO AND ONE HUNDRED Page 4 of 565
Regular City Council Agenda September 22, 2010 Page 5 FORTY THOUSAND, FOUR HUNDRED EIGHTY NINE AND 20/100 ($140,489.20) FOR PHASE THREE, RESPECTIVELY; PROVIDING FOR THE ADOPTION OF REPRESENTATIONS;
PROVIDING AN EFFECTIVE DATE. (SPONSORED BY THE CITY MANAGER) J-6) A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF MIAMI GARDENS, FLORIDA, AUTHORIZING THE CITY MANAGER AND THE CITY CLERK
TO EXECUTE AND ATTEST, RESPECTIVELY, THAT CERTAIN MEMORANDUM OF AGREEMENT WITH THE CITY OF MIRAMAR IN THE AMOUNT OF THREE HUNDRED EIGHTY-EIGHT THOUSAND, FOUR HUNDRED FIFTY DOLLARS ($388,450.00),
A COPY OF WHICH IS ATTACHED HERETO AS EXHIBIT “A”; PROVIDING FOR INSTRUCTIONS TO THE CITY CLERK; PROVIDING FOR THE ADOPTION OF REPRESENTATIONS; PROVIDING AN EFFECTIVE DATE. (SPONSORED
BY THE CITY MANAGER) J-7) A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF MIAMI GARDENS, FLORIDA, AUTHORIZING THE CITY MANAGER AND THE CITY CLERK TO EXECUTE AND ATTEST, RESPECTIVELY,
THAT CERTAIN AGREEMENT TO TERMINATE THE CONTRACTUAL SERVICES WITH CEMUSA MIAMI, LTD. FOR THE PROVISION OF BUS SHELTERS, A COPY OF WHICH IS ATTACHED HERETO AS EXHIBIT “A”,; PROVIDING
FOR INSTRUCTIONS TO THE CITY CLERK; PROVIDING FOR THE ADOPTION OF REPRESENTATIONS; PROVIDING AN EFFECTIVE DATE. (SPONSORED BY THE CITY MANAGER) (K) RESOLUTIONS K-1) A RESOLUTION OF THE
CITY COUNCIL OF THE CITY OF MIAMI GARDENS, SUPPORTING THE CHILDREN’S MOVEMENT OF FLORIDA; PROVIDING FOR INSTRUCTIONS TO THE CITY CLERK; PROVIDING FOR THE ADOPTION OF REPRESENTATIONS;
PROVIDING AN EFFECTIVE DATE. (SPONSORED BY COUNCILWOMAN SHARON PRITCHETT) K-2) RESOLUTION OF THE CITY OF MIAMI GARDENS, FLORIDA, AUTHORIZING THE FINANCING OF CERTAIN OF ITS CAPITAL NEEDS
THROUGH A MASTER LEASE PROGRAM AND IN CONNECTION THEREWITH AUTHORIZING EXECUTION OF A MASTER LEASE PURCHASE AGREEMENT Page 5 of 565
Regular City Council Agenda September 22, 2010 Page 6 AND APPROVING THE FORM OF A MASTER TRUST AGREEMENT AND APPOINTING A TRUSTEE THEREUNDER; AUTHORIZING the NEGOTIATED SALE OF CERTIFICATES
OF PARTICIPATION, SERIES 2010A IN AN AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $55,000,000, to BE ISSUED AS BUILD AMERICA BONDS or CONVENTIONAL TAXEXEMPT CERTIFICATES OR A COMBINATION
OF BUILD AMERICA BONDS AND CONVENTIONAL TAX-EXEMPT CERTIFICATES, AND AUTHORIZING EXECUTION AND DELIVERY OF A CERTIFICATE PURCHASE CONTRACT FOR the SERIES 2010A CERTIFICATES; AND IN CONNECTION
THEREWITH AUTHORIZING EXECUTION OF SCHEDULE 2010A TO THE MASTER LEASE PURCHASE AGREEMENT, a SERIES 2010A GROUND LEASE, AND A CONTINUING DISCLOSURE CERTIFICATE; APPROVING the FORM OF
A SERIES 2010A SUPPLEMENTAL TRUST AGREEMENT AND A SERIES 2010A ASSIGNMENT AGREEMENT; APPROVING THE FORM OF A PRELIMINARY OFFERING STATEMENT AND AUTHORIZING ITS DISTRIBUTION AND USE IN
CONNECTION WITH THE OFFERING FOR SALE OF THE SERIES 2010A CERTIFICATES; AUTHORIZING EXECUTION AND DELIVERY OF A FINAL OFFERING STATEMENT FOR THE SERIES 2010A CERTIFICATES; PROVIDING
CERTAIN COVENANTS AND OTHER REQUIREMENTS; AUTHORIZING THE ACCEPTANCE OF A COMMITMENT FOR THE ISSUANCE OF A MUNICIPAL BOND INSURANCE POLICY SECURING THE SERIES 2010A CERTIFICATES; AUTHORIZING
INCIDENTAL ACTIONS; AND PROVIDING FOR AN EFFECTIVE DATE. (SPONSORED BY CITY MANAGER) (L) RESOLUTION(S)/PUBLIC HEARING(S) L-1) A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF MIAMI GARDENS,
FLORIDA, AUTHORIZING A SUBSTANTIAL AMENDMENT TO THE COMMUNITY DEVELOPMENT BLOCK GRANT THIRD YEAR ACTION PLAN, ATTACHED HERETO AS EXHIBIT “A”; PROVIDING FOR THE ADOPTION OF REPRESENTATIONS;
PROVIDING AN EFFECTIVE DATE. (SPONSORED BY THE CITY MANAGER) (M) REPORTS OF CITY MANAGER/CITY ATTORNEY/CITY CLERK M-1) City Manager’s Monthly Report (N) REPORTS OF MAYOR AND COUNCIL
MEMBERS Page 6 of 565
Regular City Council Agenda September 22, 2010 Page 7 (O) WRITTEN REQUESTS, PETITIONS & OTHER WRITTEN COMMUNICATIONS FROM THE PUBLIC (P) ADJOURNMENT IN ACCORDANCE WITH THE AMERICAN WITH
DISABILITIES ACT OF 1990, ALL PERSONS WHO ARE DISABLED AND WHO NEED SPECIAL ACCOMMODATIONS TO PARTICIPATE IN THIS MEETING BECAUSE OF THAT DISABILITY SHOULD CONTACT RONETTA TAYLOR, MMC,
CITY CLERK (305) 622-8000 EXT./2750, NO LATER THAN 48 HOURS PRIOR TO SUCH PROCEEDINGS. TDD NUMBER 1-800-955-8771. ANYONE WISHING TO OBTAIN A COPY OF ANY AGENDA ITEM MAY CONTACT RONETTA
TAYLOR, MMC, CITY CLERK (305) 622-8000 EXT. 2750. THE ENTIRE AGENDA PACKET CAN ALSO BE FOUND ON THE CITY’S WEBSITE AT www.miamigardens-fl.gov. ANYONE WISHING TO APPEAL ANY DECISION MADE
BY THE CITY OF MIAMI GARDENS WITH RESPECT TO ANY MATTER CONSIDERED AT SUCH MEETING OR HEARING WILL NEED A RECORD OF THE PROCEEDINGS AND, FOR SUCH PURPOSE, MAY NEED TO ENSURE THAT A VERBATIM
RECORD OF THE PROCEEDINGS IS MADE, WHICH RECORD INCLUDES THE TESTIMONY AND EVIDENCE UPON WHICH THE APPEAL IS TO BE BASED. Page 7 of 565
1515 NW 167 Street, Building 5 Suite 200 Miami Gardens, Florida 33169 City of Miami Gardens Agenda Cover Memo Council Meeting Date: September 22, 2010 Item Type: (Enter X in box) Resolution
Ordinance Other X Fiscal Impact: (Enter X in box) Yes No Ordinance Reading: (Enter X in box) 1st Reading 2nd Reading x X Public Hearing: (Enter X in box) Yes No Yes No x Funding Source:
N/A Advertising Requirement: Yes No x Contract/P.O. Required: (Enter X in box) Yes No RFP/RFQ/Bid #: X (Enter #) Sponsor Name Department: Mayor and Council Short Title: AN ORDINANCE
OF THE CITY COUNCIL OF THE CITY OF MIAMI GARDENS, FLORIDA, CREATING THE MIAMI GARDENS SCHOLARSHIP PAGEANT COMMITTEE; PROVIDING FOR MEMBERSHIP; PROVIDING FOR TERMS OF OFFICE; PROVIDING
FOR ORGANIZATION; PROVIDING FOR RESPONSIBILITIES; PROVIDING FOR THE ADOPTION OF REPRESENTATIONS; REPEALING ALL ORDINANCES IN CONFLICT; PROVIDING A SEVERABILITY CLAUSE; PROVIDING FOR
INCLUSION IN CODE; PROVIDING FOR AN EFFECTIVE DATE. Staff Summary: Since 2007, the City of Miami Gardens has conducted the Miss Miami Gardens Scholarship Pageant. Recommending that the
City Council adopt an Ordinance to create a Committee to provide advice as to the production and cordination of the event, as well as assist with the preparation for the Miss Florida
Pageant. This item was deferred from September 8, 2010, in order to invite former Councilman Melvin L. Bratton to give further explanation as to why he originally sponsored this item.
Proposed Action: Recommending that the City Council adopt the attached Ordinance creating a Miss Miami Gardens Scholarship Pageant Committee. ITEM I-1) ORDINANCE SECOND READING/PUBLIC
HEARING Creating the Miami Gardens Scholarship Pageant Committee Page 8 of 565
1515 NW 167 Street, Building 5 Suite 200 Miami Gardens, Florida 33169 Attachment: None Page 9 of 565
1 1 ORDINANCE NO. 2010____ 2 3 AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF 4 MIAMI GARDENS, FLORIDA, CREATING THE MIAMI 5 GARDENS SCHOLARSHIP PAGEANT COMMITTEE; 6 PROVIDING FOR MEMBERSHIP;
PROVIDING FOR TERMS 7 OF OFFICE; PROVIDING FOR ORGANIZATION; PROVIDING 8 FOR RESPONSIBILITIES; PROVIDING FOR THE ADOPTION 9 OF REPRESENTATIONS; REPEALING ALL ORDINANCES IN 10 CONFLICT;
PROVIDING A SEVERABILITY CLAUSE; 11 PROVIDING FOR INCLUSION IN CODE; PROVIDING FOR AN 12 EFFECTIVE DATE. 13 14 WHEREAS, since 2007, the City of Miami Gardens has hosted the Miss 15 Miami
Gardens Scholarship Pageant (“Pageant”) in conjunction with the Miss 16 Florida Pageant Scholarship, Inc., and 17 WHEREAS, the City Council would like to host the Pageant on an annual
18 basis commencing in 2011, and would like to authorize the City Manager to take 19 all steps necessary to continue hosting the Pageant, and 20 WHEREAS, Councilman Melvin Bratton is
recommending that the City 21 utilize the services of a committee to assist with organizing the Pageant, 22 NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE 23 CITY OF MIAMI
GARDENS, FLORIDA, AS FOLLOWS: 24 Section 1. ADOPTION OF REPRESENTATIONS: The foregoing 25 Whereas paragraphs are hereby ratified and confirmed as being true, and the same 26 are hereby
made a specific part of this Ordinance. 27 Section 2. ESTABLISHMENT OF COMMITTEE: The City Council of the 28 City of Miami Gardens hereby establishes the Miami Gardens Scholarship Pageant
29 Committee. Page 10 of 565
2 a. Creation/Composition: The Committee 1 shall consist of seven (7) 2 members all of whom shall have experience with pageant organization, 3 performances, and/or talent coordination.
4 5 b. Appointment and Terms of Members. The Mayor and each member of 6 the City Council shall appoint one (1) member to the Committee. 7 8 c. Terms of Office. In order that the terms
of office of all members of the 9 Committee shall not expire at the same time, the initial appointment of 10 the Mayor and the Council members serving at large seats shall serve a 11
three (3) year term. The appointees of Council members serving in 12 seats 1, 2, 3, and 4 shall serve a two (2) year term. Thereafter, all 13 Committee Members shall serve for a period
of three (3) years, or until a 14 successor is appointed, whichever occurs first. 15 16 d. Duties of the Committee. The Committee shall serve in an advisory 17 capacity for the coordination
of the Miss Miami Gardens Scholarship 18 Pageant and the Miss Florida Pageant. 19 20 e. Organizational Meetings of Committee. The Committee shall determine 21 the number of meetings,
and the time and place for the meetings to be 22 held. 23 24 Section 3. CONFLICT: All ordinances or code provisions in conflict 25 herewith are hereby repealed. 26 Section 4. SEVERABILITY:
If any section, subsection, sentence, 27 clause, phrase or portion of this Ordinance is for any reason held invalid or 28 unconstitutional by any court of competent jurisdiction, such
portion shall be 29 deemed a separate, distinct and independent provision and such holding shall 30 not affect the validity of the remaining portions of this Ordinance. 31 Section 5.
INCLUSION IN CODE: It is the intention of the City Council 32 of the City of Miami Gardens that the provisions of this Ordinance shall become 33 and be made a part of the Code of Ordinances
of the City of Miami Gardens and 34 that the sections of this Ordinance may be renumbered or relettered and the 35 word “Ordinance” may be changed to “Chapter,” “Section,” “Article”
or such such other Page 11 of 565
3 appropriate word or phrase, the use of which shall 1 accomplish the intentions 2 herein expressed; provided, however, that Section 1 hereof or the provisions 3 contemplated thereby
shall not be codified. 4 Section 6. EFFECTIVE DATE: This Ordinance shall become effective 5 immediately upon its final passage. 6 PASSED ON FIRST READING ON THE 28th DAY OF JULY, 2010.
7 PASSED ON SECOND READING ON THE _____ DAY OF 8 ______________, 2010. 9 ADOPTED AND PASSED BY THE CITY COUNCIL OF THE CITY OF 10 MIAMI GARDENS AT ITS REGULAR MEETING HELD ON THE ________
DAY 11 OF __________________, 2010. 12 13 ________________________________ 14 SHIRLEY GIBSON, MAYOR 15 16 17 18 19 20 ATTEST: 21 22 23 _________________________________ 24 RONETTA TAYLOR,
MMC, CITY CLERK 25 26 27 PREPARED BY: SONJA K. DICKENS, CITY ATTORNEY 28 29 SPONSORED BY: 30 31 Moved by: __________________ 32 Second by: _________________ 33 34 35 Page 12 of 565
4 1 VOTE: _________ 2 3 Mayor Shirley Gibson ____ (Yes) ____(No) 4 Vice Mayor Aaron Campbell ____ (Yes) ____(No) 5 Councilwoman Felicia Robinson ____(Yes) ____(No) 6 Councilman Oliver
Gilbert III ____ (Yes) ____(No) 7 Councilman Andre’ Williams ____(Yes) ____(No) 8 Councilwoman Sharon Pritchett ____ (Yes) ____(No) 9 Councilwoman Lisa C. Davis ____ (Yes) ____(No) Page
13 of 565
1515 NW 167 Street, Building 5 Suite 200 Miami Gardens, Florida 33169 City of Miami Gardens Agenda Cover Memo Council Meeting Date: September 22, 2010 Item Type: (Enter X in box) Resolution
Ordinance Other X Fiscal Impact: (Enter X in box) Yes No Ordinance Reading: (Enter X in box) 1st Reading 2nd Reading X X Public Hearing: (Enter X in box) Yes No Yes No X Funding Source:
N/A Advertising Requirement: (Enter X in box) Yes No X Contract/P.O. Required: (Enter X in box) Yes No RFP/RFQ/Bid #: X Sponsor Name Ronetta Taylor, MMC City Clerk Department: Office
of the City Clerk Short Title: AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF MIAMI GARDENS, FLORIDA, ADOPTING AND ENACTING A NEW CODE FOR THE CITY OF MIAMI GARDENS, FLORIDA; PROVIDING
FOR THE REPEAL OF CERTAIN ORDINANCES NOT INCLUDED THEREIN; PROVIDING A PENALTY FOR THE VIOLATION THEREOF; PROVIDING FOR THE MANNER OF AMENDING SUCH CODE; PROVIDING FOR CORRECTIONS OF
SCRIVENER’S ERRORS; PROVIDING AN EFFECTIVE DATE. Staff Summary: On December 13, 2006, the City City Council by adoption of Resolution No. 2006-154-500 initiated the process to codify
the City of Miami Gardens Ordinances. That task has finally been completed. The attached ordinance officially adopts The Code entitled "Code of Ordinances, City of Miami Gardens, Florida,"
published by Municipal Code Corporation, consisting of Chapters 1 through 34. This Code of Ordinance is inclusive of the Land Development Code. All subsequent ordinances adopted amending
sections of this “Code”, will be codified. Individuals wishing to view or purchase this “Code” can do so through the Municipal Code website: www.municode.com. The following Codification
Team Members are to be acknowledged for their hard work, due diligence, assistance and input: City Attorney Sonja K. Dickens, City Manager Dr. Danny ITEM I-2) ORDINANCE SECOND READING/PUBLIC
HEARING City of Miami Gardens Code Book Page 14 of 565
1515 NW 167 Street, Building 5 Suite 200 Miami Gardens, Florida 33169 O. Crew. Deputy City Manager Renee Crichton, Assistant City Manager Daniel Rosemond, Assistant City Manager Vernita
Nelson, and Deputy City Clerk Mario Bataille, providing technical assistance. Proposed Action: The City Clerk recommends that the City Council adopt this ordinance on first reading,
with second reading and public hearing to take place, September 22, 2010. Attachment: None Page 15 of 565
1 ORDINANCE NO. 2010 ____ 2 3 AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF MIAMI 4 GARDENS, FLORIDA, ADOPTING AND ENACTING A NEW CODE 5 FOR THE CITY OF MIAMI GARDENS, FLORIDA; PROVIDING
6 FOR THE REPEAL OF CERTAIN ORDINANCES NOT INCLUDED 7 THEREIN; PROVIDING A PENALTY FOR THE VIOLATION 8 THEREOF; PROVIDING FOR THE MANNER OF AMENDING 9 SUCH CODE; PROVIDING FOR CORRECTIONS
OF 10 SCRIVENER’S ERRORS; PROVIDING AN EFFECTIVE DATE. 11 12 WHEREAS, on December 13, 2006, the City Council by adoption of 13 Resolution No. 2006-154-500, initiated the process to codify
the City of Miami 14 Gardens Ordinances, and 15 WHEREAS, as a result of numerous reviews by city staff, and rewrites by 16 Municipal Code Corporation the task of codifying City of Miami
Gardens adopted 17 ordinance into a municipal code has been completed, and 18 WHEREAS, the attached ordinance officially adopts the Code entitled 19 "Code of Ordinances, City of Miami
Gardens, Florida," published by Municipal 20 Code Corporation, consisting of Chapters 1 1 through 34, 21 NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF 22 THE CITY OF MIAMI GARDENS,
FLORIDA, AS FOLLOWS: 23 Section 1. ADOPTION OF REPRESENTATIONS: The foregoing 24 Whereas paragraphs are hereby ratified and confirmed as being true, and the same 25 are hereby made a
specific part of this Ordinance. 26 Section 2. ADOPTION OF CODE: The Code entitled "Code of 27 Ordinances, City of Miami Gardens, Florida," published by Municipal Code 28 Corporation,
consisting of chapters 1 through 34, each inclusive, is adopted. Page 16 of 565
Section 3. GENERAL PENALTY PROVISION: 1 Unless another penalty is 2 expressly provided, every person convicted of a violation of any provision of the 3 Code or any ordinance, rule or
regulation adopted or issued in pursuance thereof 4 shall be punished by a not exceeding $500.00 or imprisonment for a term not 5 exceeding 60 days, or by both such fine and imprisonment
in the discretion of the 6 court. Each act of violation and each day upon which any such violation shall 7 continue or occur shall constitute a separate offense. The penalty provided
by 8 this section, unless another penalty is expressly provided, shall apply to the 9 amendment of any Code section, whether or not such penalty is reenacted in the 10 amendatory ordinance.
In addition to the penalty prescribed above, the city may 11 pursue other remedies such as abatement of nuisances, administrative 12 adjudication, injunctive relief and revocation of
licenses or permits. 13 Section 4. ADDITIONS/AMENDMENTS: Additions or amendments 14 to the Code when passed in such form as to indicate the intention of the city to 15 make the same
a part of the Code shall be deemed to be incorporated in the 16 Code, so that reference to the Code includes the additions and amendments. 17 Ordinances adopted after June 9, 2010, which
amend or refer to ordinances that 18 have been codified in the Code shall be construed as if they amend or refer to 19 like provisions of the Code. 20 Section 5. CORRECTIONS OF SCRIVENERS’
ERRORS: The City 21 Attorney and City Clerk are hereby authorized to correct scriveners errors 22 contained in the Code. Page 17 of 565
Section 6. CONFLICT: All ordinances 1 of a general and permanent 2 nature enacted on or before June 9, 2010, and not included in the Code or 3 recognized and continued in force by reference
therein, are repealed. The repeal 4 provided herein shall not be construed to revive any ordinance or part thereof 5 that has been repealed by a subsequent ordinance that is repealed
by this 6 ordinance. 7 Section 7. SEVERABILITY: If any section, subsection, sentence, 8 clause, phrase or portion of this Ordinance is for any reason held invalid or 9 unconstitutional
by any court of competent jurisdiction, such portion shall be 10 deemed a separate, distinct and independent provision and such holding shall 11 not affect the validity of the remaining
portions of this Ordinance. 12 Section 8. INCLUSION IN CODE: It is the intention of the City 13 Council of the City of Miami Gardens that the provisions of this Ordinance shall 14 become
and be made a part of the Code of Ordinances of the City of Miami 15 Gardens and that the section of this Ordinance may be renumbered or relettered 16 and the word “Ordinance” may be
changed to “Chapter,” “Section,” “Article” or 17 such other appropriate word or phrase, the use of which shall accomplish the 18 intentions herein expressed. 19 Section 9. EFFECTIVE
DATE: This Ordinance shall become effective 20 immediately upon its final passage. 21 PASSED ON FIRST READING ON THE _____ DAY OF __________, 22 2010. Page 18 of 565
PASSED ON SECOND READING ON 1 THE ____ DAY OF _________, 2 2010. 3 4 ADOPTED AND PASSED BY THE CITY COUNCIL OF THE CITY OF 5 MIAMI GARDENS AT ITS REGULAR MEETING HELD ON THE _____ DAY
OF 6 ______________, 2010. 7 8 ________________________________ 9 SHIRLEY GIBSON, MAYOR 10 11 12 13 ATTEST: 14 15 16 _________________________________ 17 RONETTA TAYLOR, MMC, CITY CLERK
18 19 Prepared by SONJA KNIGHTON DICKENS, ESQ. 20 City Attorney 21 22 SPONSORED BY: RONETTA TAYLOR, CITY CLERK 23 24 25 Moved by: __________________ 26 Second by: _________________ 27
28 VOTE: _________ 29 30 Mayor Shirley Gibson ____ (Yes) ____(No) 31 Vice Mayor Aaron Campbell ____, (Yes) ____ (No) 32 Councilwoman Lisa Davis ____ (Yes) ____ (No) 33 Councilman Oliver
Gilbert III ____ (Yes) ____ (No) 34 Councilman Andre’ Williams ____(Yes) ____(No) 35 Councilwoman Sharon Pritchett ____ (Yes) ____(No) 36 Councilwoman Felicia Robinson ____ (Yes) ____
(No) 37 Page 19 of 565
1515 NW 167 Street, Building 5 Suite 200 Miami Gardens, Florida 33169 City of Miami Gardens Agenda Cover Memo Council Meeting Date: September 22, 2010 Item Type: (Enter X in box) Resolution
Ordinance Other X Fiscal Impact: (Enter X in box) Yes No Ordinance Reading: (Enter X in box) 1st Reading 2nd Reading X X Public Hearing: (Enter X in box) Yes No Yes No X Funding Source:
Various Funds Advertising Requirement: (Enter X in box) Yes No X Contract/P.O. Required: (Enter X in box) Yes No RFP/RFQ/Bid #: X N/A Sponsor Name Councilman Andre´ Williams Department:
Mayor and City Council Short Title: AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF MIAMI GARDENS, FLORIDA, AMENDING ORDINANCE NO. 2005-10-48 (“PURCHASING ORDINANCE”) TO CREATE ARTICLE
IV TO PROVIDE FOR A BONUS FOR ENTITIES AWARDED CITY CAPITAL IMPROVEMENT CONTRACTS, THAT HIRE CITY RESIDENTS TO PERFORM SERVICES; PROVIDING FOR PURPOSE; PROVIDING FOR DEFINITIONS; PROVIDING
FOR BONUS STRUCTURE; PROVIDING FOR REPORTING AND COMPLIANCE REQUIREMENTS; PROVIDING FOR ADOPTION OF REPRESENTATIONS; REPEALING ALL ORDINANCES IN CONFLICT; PROVIDING A SEVERABILITY CLAUSE;
PROVIDING FOR INCLUSION IN CODE; PROVIDING AN EFFECTIVE DATE. Staff Summary: Councilman Andre´ Williams proposes a bonus program for entities awarded capital improvement contracts that
employ City residents. The voluntary program will assist in alleviating the high unemployment rate that currently plagues the City. The City and interested contractors will enter into
a Participation Agreement which incorporates a Workforce Plan. The Workforce Plan must delineate the number and category of administrative, construction trades and labor personnel necessary
to perform the work under the capital improvement project for which a bonus is sought. A bonus equal to ten percent (10%) of the salary paid to any new hire who meets the residency requirement
under the Ordinance, will be awarded to participating contractors and subcontractors, subject
to the availability of funds. ITEM I-3) ORDINANCE SECOND READING/PUBLIC HEARING Amedning the Purchasing Ordinance Page 20 of 565
1515 NW 167 Street, Building 5 Suite 200 Miami Gardens, Florida 33169 Proposed Action: Councilman Andre´ Williams recommends that the City Council adopts the attached Ordinance. Attachment:
None. Page 21 of 565
ORDINANCE NO. 2010 ____ AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF MIAMI GARDENS, FLORIDA, AMENDING ORDINANCE NO. 2005-10-48 (“PURCHASING ORDINANCE”) TO CREATE ARTICLE IV TO PROVIDE
FOR A BONUS FOR ENTITIES AWARDED CITY CAPITAL IMPROVEMENT CONTRACTS, THAT HIRE CITY RESIDENTS TO PERFORM SERVICES; PROVIDING FOR PURPOSE; PROVIDING FOR DEFINITIONS; PROVIDING FOR BONUS
STRUCTURE; PROVIDING FOR REPORTING AND COMPLIANCE REQUIREMENTS; PROVIDING FOR ADOPTION OF REPRESENTATIONS; REPEALING ALL ORDINANCES IN CONFLICT; PROVIDING A SEVERABILITY CLAUSE; PROVIDING
FOR INCLUSION IN CODE; PROVIDING AN EFFECTIVE DATE. WHEREAS, Councilman Andre´ Williams is recommending that the City Council adopt an Ordinance to establish a bonus process for entities
that employ City residents to perform construction trades work or labor under Capital Construction Contracts, and WHEREAS, in accordance with the proposed Ordinance, contractors who
are awarded capital improvement contracts by the City will receive a financial incentive when when they hire City residents to perform services on these projects, and WHEREAS, the bonus
process will help to alleviate the high unemployment rate that currently plagues the City, NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF MIAMI GARDENS, FLORIDA, AS
FOLLOWS: Section 1. ADOPTION OF REPRESENTATIONS: The foregoing Whereas paragraphs are hereby ratified and confirmed as being true, and the same are hereby made a specific part of this
Ordinance. Page 22 of 565
Section 2. AMENDMENT: Ordinance No. 2005-10-48 is hereby amended to create Article IV establishing a residential hiring bonus process as follows: Section 33: Purpose. The purpose of
this Ordinance is to provide a financial incentive to those entities that are awarded capital improvement contracts, as well as their subcontractors, to hire city residents to provide
labor. Unless, otherwise prohibited by federal, state or local law. In accordance with this Ordinance, entities who meet certain requirements for hiring city residents will receive a
bonus, so long as certain requirements are met. Section 34: Definitions. For purposes of this section the following definitions shall apply: 1. Capital Construction Contract means the
building and or improvement of a specific fixed asset as approved by the City Council and based upon an open and competitive process. 2. Contract means a contract for Capital Construction.
3. Job means a specific trade such as painting, electrical, plumbing, etc., in which a person hired by the contractor or subcontractor, and which the length of the job may aggregate
to less than 120 days due to the nature of the job. Jobs that will be less than 30 days for completion may not be considered towards compliance with this ordinance. 4. New Hire means
any individual meeting the requirements for residency, as defined below, employed by the contractor or subcontractor and on the contractor's or subcontractor's payroll, pursuant to the
City’s approval of the Workforce Plan by the contractor (or subcontractor) to perform any construction trades work or labor under a contract, and who remains employed by the contractor/subcontractor
and performs the job as listed and approved on the contractor's or subcontractor's Workforce plan to include any approved revisions to the Workforce plan, for a minimum duration of one
hundred twenty (120) days or the length of the capital improvement project, whichever is less. 5. Resident. Resident means a person who has resided in Miami Gardens within the past year
(12 12 months), and who has presented Page 23 of 565
documents proof. Said person shall be required to remain a City of Miami Gardens resident for the duration of the job in order for a bonus to be paid. 6. Review Committee means the committee
established by the City Manager to review Workforce Plans. All Workforce Plans shall require the final approval of the City Manager. 7. Scope of Services or Scope of Work means the work
to be performed under a Contract for which a workforce bonus has been sought. 8. Subcontractor means any person, firm, entity, or organization at any tier, other than the employees of
the contractor, performing construction trade work and labor under a contract to for which a workforce bonus has been sought. 9. Work means the construction and services required by
the contract including all labor, materials, equipment and services to be provided by the contractor to fulfill the contractor's obligations. The work may constitute the whole or a part
of the contract. 10. Workforce Plan or Plan means a plan delineating the number and category of administrative, construction trades and labor personnel necessary to perform the work
under a Capital Construction Contract for which the workforce bonus has been sought. The Plan shall be organized by trade and indicate the number and category of positions already filled
and the number and category of positions that require recruitment; the anticipated date that the hiring process will be initiated; the deadline for referrals; the anticipated position
commencement date; and the duration of the position. Said Plan shall also include the following: a. A description of the type of capital improvements to be performed; b. The legal description
and address for the physical site of the property where the work will be performed; c. The name and address of all owners, equity holders, or major participants in the proposed project,
and if applicable the corporation, partnership (of any kind), or other. d. The number of jobs to be created, the per annum salary with itemized employer/employee paid fringes e. Method(s)
to be utilized for the solicitation of employees; f. Listing by job title and associated job description for all employees Page 24 of 565
11. Work Order means issuance of specific work based on an open work contract with fixed unit prices. Section 35: Bonus Structure. 1. Subject to the availability of funds, and upon the
approval of a Workforce Plan by the City Manager, the City Manager shall set aside a bonus payment to be paid to those entities in accordance with this Ordinance. 2. Upon approval of
a Workforce Plan and approval of bonus, any Contract between the parties shall enter into a Participation Agreement that incorporates the Workforce Plan and bonus structure. 3. The City
will agree to pay a bonus equal to ten percent (10%) of the salary (not including benefits) of any new hire who meets the residency requirement of this Ordinance, with a maximum amount
to be determined on a per award basis, taking into consideration the nature of the project. In no event shall the City Manager approve a bonus that exceeds five percent (5%) of the total
project cost, without City Council approval. Total project cost shall not include any contingency amounts. 4. The City shall not be responsible for payment of any administrative costs
associated with the Contractor or Subcontractor’s participation in the bonus process. 5. Nothing contained in this Ordinance shall be construed to be a guarantee or entitlement to approval
of a Workforce Plan, regardless of the applicants’ conformity to these guidelines, the city’s financial condition, or the amount of money budged for financial bonus. Section 36: Reporting
and Compliance Requirements. 1. The contract and all subcontractors performing work on a contract in accordance with a Workforce plan, shall maintain, and make readily available, all
records pertaining to employment by the contractor and subcontractors on the contract. 2. The contractor shall submit monthly reports itemizing, by trade, all new hires performing work
under the plan including, but not limited to the trade, the time period the work was performed and the permanent residence information. Page 25 of 565
3. The City will only pay a bonus to a contractor upon the hiring of all required jobs and acceptance and approval by the City of the Workforce Plan. Failure of an awardee to create
the number of jobs agreed upon in the Workforce plan shall result in the award being reduced based upon the final number of jobs created. No funds shall be provided if the business fails
to meet minimum requirements. 4. Money received in accordance with the bonus process must be utilized for the purpose outlined in the Plan. Failure of the contractor to demonstrate proper
use of the funds awarded shall obligate the contractor to repay the city for all funds expended for unauthorized purposes. 5. Awardees shall agree that the City shall be permitted to
audit any and all documents relating to compliance with the Workforce Plan. Section 37: Monitoring. The City shall maintain staff for the purpose of monitoring compliance with this ordinance.
Assigned individuals will be on site quarterly to review the progress towards meeting the requirements of the approved Workforce Plan. Section 3. CONFLICT: All ordinances or Code provisions
in conflict herewith are hereby repealed. Section 4. SEVERABILITY: If any section, subsection, sentence, clause, phrase or portion of this Ordinance is for any reason held invalid or
unconstitutional by any court of competent jurisdiction, such portion shall be deemed a separate, distinct and independent provision and such holding shall not affect the validity of
the remaining portions of this Ordinance. Section 5. INCLUSION IN CODE: It is the intention of the City Council of the City of Miami Gardens that the provisions of this Ordinance shall
become and be made a part of the Code of Ordinances of the City of Miami Gardens and that the section of this Ordinance may be renumbered or relettered Page 26 of 565
and the word “Ordinance” may be changed to “Chapter,” “Section,” “Article” or such other appropriate word or phrase, the use of which shall accomplish the intentions herein expressed.
Section 6. EFFECTIVE DATE: This Ordinance shall become effective immediately upon its final passage. PASSED ON FIRST READING ON THE _____ DAY OF __________, 2010. PASSED ON SECOND READING
ON THE ____ DAY OF _________, 2010. ADOPTED AND PASSED BY THE CITY COUNCIL OF THE CITY OF MIAMI GARDENS AT ITS REGULAR MEETING HELD ON THE _____ DAY OF ______________, 2010. _________________________
_______ SHIRLEY GIBSON, MAYOR ATTEST: _________________________________ RONETTA TAYLOR, MMC, CITY CLERK Prepared by SONJA KNIGHTON DICKENS, ESQ. City Attorney SPONSORED BY: Councilman
Andre’ Williams Moved by: __________________ Second by: _________________ Page 27 of 565
VOTE: _________ Mayor Shirley Gibson ____ (Yes) ____ (No) Vice Mayor Oliver Gilbert, III ____ (Yes) ____ (No) Councilwoman Lisa Davis ____ (Yes) ____ (No) Councilman Aaron Campbell ____
(Yes) ____ (No) Councilman Andre’ Williams ____ (Yes) ____ (No) Councilwoman Sharon Pritchett ____ (Yes) ____ (No) Councilwoman Felicia Robinson ____ (Yes) ____ (No) Page 28 of 565
1515 NW 167 Street, Building 5 Suite 200 Miami Gardens, Florida 33169 City of Miami Gardens Agenda Cover Memo Council Meeting Date: September 22, 2010 Item Type: (Enter X in box) Resolution
Ordinance Other X Fiscal Impact: (Enter X in box) Yes No Ordinance Reading: (Enter X in box) 1st Reading 2nd Reading X X Public Hearing: (Enter X in box) Yes No Yes No X Funding Source:
N/A Advertising Requirement: (Enter X in box) Yes No X Contract/P.O. Required: (Enter X in box) Yes No RFP/RFQ/Bid #: N/A X Sponsor Name Councilman Oliver Gilbert, III Department: Mayor
and City Council Short Title: AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF MIAMI GARDENS, FLORIDA, ESTABLISHING A LOCAL HIRING PROCESS FOR CITY RESIDENTS; ESTABLISHING PROCEDURES;
ESTABLISHING REPORTING REQUIREMENTS; PROVIDING FOR DEFINITIONS; PROVIDING FOR EXCEPTIONS; PROVIDING FOR ADOPTION OF REPRESENTATIONS; REPEALING ALL ORDINANCES IN CONFLICT; PROVIDING A
SEVERABILITY CLAUSE; PROVIDING FOR INCLUSION IN CODE; PROVIDING AN EFFECTIVE DATE. Summary: Councilman Gilbert desires to establish a local hiring process for City residents. Pursuant
to the City’s Charter, the City Council is encouraged to hire residents. Section 7.3 of the Charter provides, “the City shall make all efforts to encourage the hiring of City residents
and to encourage all employees to reside within the municipal boundaries.” ITEM I-4) ORDINANCE SECOND READING/PUBLIC HEARING Local Hiring Process for City Residents Page 29 of 565
1515 NW 167 Street, Building 5 Suite 200 Miami Gardens, Florida 33169 The establishment of a local hiring process will increase job opportunities for residents of Miami Gardens. City
residents have a greater personal knowledge of the City and a personal stake in the community making them ideal candidates for City employment. In accordance with the Ordinance, the
City Manager will establish a process whereby applicants, who have resided in the City for at least six (6) months prior to making an application for employment, will receive five (5)
preference points over non-resident applicants. The City Manager will be required to make quarterly reports to the City Council on the number of residents who submit applications for
employment; the number of interviews afforded to residents; and the number of residents hired for employment within the City. The City Manager, City Attorney and City Clerk are Charter
Officers, and are exempt from the local hiring process because they are hired in accordance with procedures outlined in the City’s Charter. Proposed Action: Councilman Oliver Gilbert
recommends that the City Council approve this Ordinance establishing a local hiring process for City residents. Attachment: None. Page 30 of 565
1 1 ORDINANCE NO. 2010 ____ 2 3 AN ORDINANCE OF THE CITY COUNCIL OF THE CITY 4 OF MIAMI GARDENS, FLORIDA, ESTABLISHING A 5 LOCAL HIRING PROCESS FOR CITY RESIDENTS; 6 ESTABLISHING PROCEDURES;
ESTABLISHING 7 REPORTING REQUIREMENTS; PROVIDING FOR 8 DEFINITIONS; PROVIDING FOR EXCEPTIONS; 9 PROVIDING FOR ADOPTION OF REPRESENTATIONS; 10 REPEALING ALL ORDINANCES IN CONFLICT; 11
PROVIDING A SEVERABILITY CLAUSE; PROVIDING FOR 12 INCLUSION IN CODE; PROVIDING AN EFFECTIVE DATE. 13 14 WHEREAS, Councilman Gilbert desires to establish a local hiring process 15 whereby
City residents will be entitled to a five point preference over non16 resident job applicants, and 17 WHEREAS, the establishment of a local hiring process will increase job 18 opportunities
and curtail residential flight to other cities in search of employment, 19 and 20 WHEREAS, residents have a greater personal knowledge of the City and 21 a personal stake in the community
making them ideal candidates for City 22 employment, 23 NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE 24 CITY OF MIAMI GARDENS, FLORIDA, AS FOLLOWS: 25 Section 1. ADOPTION
OF REPRESENTATIONS: The foregoing 26 Whereas paragraphs are hereby ratified and confirmed as being true, and the same 27 are hereby made a specific part of this Ordinance. 28 Section
2. ADOPTION OF ORDINANCE: The City Council of the City 29 of Miami Gardens hereby adopts an Ordinance establishing a preferential hiring 30 program for City residents. Page 31 of 565
2 Section 3. PURPOSE: The purpose of 1 this Ordinance is to encourage 2 the hiring of City residents. 3 Section 4. DEFINITIONS: The following words, terms and phrases, 4 when used in
this Ordinance, shall have the meanings ascribed to them in this 5 section, except when the context clearly indicates a different meaning: 6 A. Applicant means a person who has filed
an application for 7 employment in a particular position with the Department of Human 8 Resources. 9 10 B. Position shall mean a specific job approved in the City budget, or 11 otherwise
authorized by the City Manager. 12 13 C. Resident shall mean any person whose usual place of domicile is 14 located within the municipal boundaries of the City as established by 15 the
City’s Charter. 16 17 Section 5. ESTABLISHMENT OF LOCAL HIRING PROCESS: 18 Except where federal or state law mandates to the contrary, any and all 19 residents of the City making applications
for initial employment, who shall have 20 resided in the City six (6) months prior to making making an application, shall be entitled 21 to a five (5) point preference in hiring. 22
Section 6. ESTABLISHMENT OF PROCEDURES FOR APPLYING 23 LOCAL PREFERENCE POINTS: The City Manager shall establish a process 24 whereby the five (5) point residential preference is provided
to all applicants for 25 positions with the City, except as listed in Section 8 herein. 26 Section 7. ESTABLISHMENT OF REPORTING REQUIREMENTS: The 27 City Manager shall submit quarterly
reports to the Mayor and City Council 28 outlining the following statistical data: 29 A. The number of completed job applications submitted by City residents; Page 32 of 565
3 B. The number of interviews afforded 1 to residents; and 2 C. The number of residents hired for employment within the City. 3 Section 8. EXCEPTIONS: This Ordinance shall not apply
to the 4 following employment positions: 5 A. The City Manager; 6 7 B. The City Attorney; and 8 9 C. The City Clerk. 10 11 Section 9. CONFLICT: All ordinances or Code provisions in conflict
12 herewith are hereby repealed. 13 Section 10. SEVERABILITY: If any section, subsection, sentence, 14 clause, phrase or portion of this Ordinance is for any reason held invalid or 15
unconstitutional by any court of competent jurisdiction, such portion shall be 16 deemed a separate, distinct and independent provision and such holding shall 17 not affect the validity
of the remaining portions of this Ordinance. 18 Section 11. INCLUSION IN CODE: It is the intention of the City 19 Council of the City of Miami Gardens that the provisions of this Ordinance
shall 20 become and be made a part of the Code of Ordinances of the City of Miami 21 Gardens and that the section of this Ordinance may be renumbered or relettered 22 and the word “Ordinance”
may be changed to “Chapter,” “Section,” “Article” or 23 such other appropriate word or phrase, the use of which shall accomplish the 24 intentions herein expressed. 25 Section 12. EFFECTIVE
DATE: This Ordinance shall become effective 26 immediately upon its final passage. Page 33 of 565
4 PASSED ON FIRST READING ON THE _____ 1 DAY OF __________, 2 2010. 3 PASSED ON SECOND READING ON THE ____ DAY OF _________, 4 2010. 5 6 ADOPTED AND PASSED BY THE CITY COUNCIL OF THE
CITY OF 7 MIAMI GARDENS AT ITS REGULAR MEETING HELD ON THE _____ DAY OF 8 ______________, 2010. 9 10 ________________________________ 11 SHIRLEY GIBSON, MAYOR 12 13 14 15 ATTEST: 16
17 18 _________________________________ 19 RONETTA TAYLOR, MMC, CITY CLERK 20 21 PREPARED BY: SONJA K. DICKENS, ESQ., CITY ATTORNEY 22 23 SPONSORED BY: COUNCILMAN OLIVER GILBERT, III
24 25 Moved by: __________________ 26 27 Second by: _________________ 28 29 VOTE: _________ 30 31 Mayor Shirley Gibson ____ (Yes) ____(No) 32 Vice Mayor Aaron Campbell ____ (Yes) ____(No)
33 Councilman Oliver Gilbert, III ____ (Yes) ____(No) 34 Councilwoman Felicia Robinson ____(Yes) ____(No) 35 Councilman Andre’ Williams ____(Yes) ____(No) 36 Councilwoman Sharon Pritchett
____ (Yes) ____(No) 37 Councilwoman Lisa C. Davis ____ (Yes) ____(No) 38 Page 34 of 565
1515 NW 167 Street, Building 5 Suite 200 Miami Gardens, Florida 33169 City of Miami Gardens Agenda Cover Memo Council Meeting Date: September 22, 2010 Item Type: (Enter X in box) Resolution
Ordinance Other X Fiscal Impact: (Enter X in box) Yes No Ordinance Reading: (Enter X in box) 1st Reading 2nd Reading X X Public Hearing: (Enter X in box) Yes No Yes No X Funding Source:
N/A Advertising Requirement: (Enter X in box) Yes No X Contract/P.O. Required: (Enter X in box) Yes No RFP/RFQ/Bid #: N/A X Sponsor Name Councilwoman Sharon Pritchett Department: Mayor
and City Council Short Title: AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF MIAMI GARDENS, FLORIDA, CREATING THE PEOPLE WITH DISABILITIES ADVISORY COMMITTEE; PROVIDING FOR MEMBERSHIP;
PROVIDING FOR TERMS OF OFFICE; PROVIDING FOR ORGANIZATION; PROVIDING FOR RESPONSIBILITIES; PROVIDING FOR THE ADOPTION OF REPRESENTATIONS; REPEALING ALL ORDINANCES IN CONFLICT; PROVIDING
A SEVERABILITY CLAUSE; PROVIDING FOR INCLUSION IN CODE; PROVIDING FOR AN EFFECTIVE DATE. Summary: Councilwoman Sharon Pritchett desires to establish a committee to address the concerns
of disabled citizens. The Committee will serve in an advisory capacity, and will make recommendations to the Mayor and City Council on all issues affecting people with disabilities.
It is envisioned that the Committee will work to remove physical and attitudinal barriers that impede the full participation of persons with disabilities in all aspects of life throughout
the City. Proposed Action: Councilwoman Sharon Pritchett recommends that the City Council approve this Ordinance establishing a People with Disabilities Advisory Committee. Attachment:
None. ITEM I-5) ORDINANCE SECOND READING/PUBLIC HEARING Creating The People with Disabilities Advisory Committee Page 35 of 565
1 1 ORDINANCE NO. 2010 ____ 2 3 AN ORDINANCE OF THE CITY COUNCIL OF THE CITY 4 OF MIAMI GARDENS, FLORIDA, CREATING THE PEOPLE 5 WITH DISABILITIES ADVISORY COMMITTEE; 6 PROVIDING FOR
MEMBERSHIP; PROVIDING FOR 7 TERMS OF OFFICE; PROVIDING FOR ORGANIZATION; 8 PROVIDING FOR RESPONSIBILITIES; PROVIDING FOR 9 THE ADOPTION OF REPRESENTATIONS; REPEALING 10 ALL ORDINANCES
IN CONFLICT; PROVIDING A 11 SEVERABILITY CLAUSE; PROVIDING FOR INCLUSION IN 12 CODE; PROVIDING FOR AN EFFECTIVE DATE. 13 14 WHEREAS, the Americans With Disabilities Act (“ADA”) was signed
into 15 law to prohibit discrimination and ensure equal opportunity and access to 16 persons with disabilities, and 17 WHEREAS, on July 23, 2010, United States Attorney General Eric
Holder 18 signed final revisions to the ADA regulations, and 19 WHEREAS, there are over three million people with disabilities residing in 20 the State of Florida, many of whom reside
in the City of Miami Gardens, and 21 WHEREAS, the ADA is the most comprehensive federal civil rights law 22 ever adopted by Congress, and 23 WHEREAS, the ADA covers all of the businesses
in the City of Miami 24 Gardens regardless of size and number of employees, as well as all programs 25 and services provided by the City, and 26 WHEREAS, it is important that the City
promote the inclusion and full 27 participation of people with disabilities in all facets of economic, social and 28 community life in Miami Gardens, and Page 36 of 565
2 WHEREAS, Councilwoman Pritchett is 1 recommending that the City 2 Council establish a Committee to address the concerns of citizens with 3 disabilities, within the City of Miami Gardens
(“Committee”), and 4 WHEREAS, the Committee will serve in an advisory capacity and will 5 make recommendations to the City Council to improve the quality of life for the 6 City’s residents
with disabilities, and 7 WHEREAS, it is envisioned that the Committee will work to remove 8 barriers that impede the full participation of persons with disabilities in all aspects 9
of life in the City, realizing that the ADA is far more comprehensive and 10 addresses more than just architectural barriers; but it also addresses 11 communication barriers, effective
communication obligations, such as language, 12 sign language interpreters and Braille, as well as policy barriers (reasonable 13 policy modifications such as requiring the admission
of service dogs), and 14 WHEREAS, the Americans With Disabilities Committee will work to 15 remove architectural, communication, policy and attitudinal barriers for full 16 participation
of the City’s residents with disabilities and will create and foster 17 alliances with individual and organizations enhancing the lives of persons with 18 disabilities, 19 NOW, THEREFORE,
BE IT ORDAINED BY THE CITY COUNCIL OF THE 20 CITY OF MIAMI GARDENS, FLORIDA, AS FOLLOWS: 21 Section 1. ADOPTION OF REPRESENTATIONS: The foregoing 22 Whereas paragraphs are hereby ratified
and confirmed as being true, and the same 23 are hereby made a specific part of this Ordinance. Page 37 of 565
3 Section 2. ESTABLISHMENT OF COMMITTEE: 1 The City Council of 2 the City of Miami Gardens hereby establishes the People with Disabilities Advisory 3 Committee as follows: 4 a. Creation/Composition.
The Committee shall consist of seven (7) 5 members all of whom have demonstrated their dedication to 6 issues affecting persons with disabilities. Each Committee 7 member shall commit
to meet no less than once per month. 8 9 b. Appointment and Terms of Members. The Mayor and each 10 member of the City Council shall appoint one (1) member to the 11 Committee. 12 13
c. Terms of Office. To ensure that the terms of office of all members 14 of the Committee shall not expire at the same time, the initial 15 appointment of the Mayor and the Council members
serving at 16 large seats shall serve a three (3) year term. The appointment of 17 Council members serving in seats 1, 2, 3, and 4 shall serve a two 18 (2) year term. Thereafter, all
Committee members shall serve for 19 a period of three (3) years, or until a successor is appointed, 20 whichever occurs first. 21 22 d. Duties of the Committee. The Committee shall:
23 24 1) Serve in an advisory capacity with respect to all matters 25 pertaining to the status of persons with disabilities, including 26 but not limited to discrimination against persons
with 27 disabilities, employment of persons with disabilities, vocational 28 training for persons with disabilities, establishment of 29 residential facilities in the community for persons
with 30 disabilities, transportation needs of persons with disabilities, 31 perceptions towards persons with disabilities within the City of 32 Miami Gardens, and to make reports and
recommendations to 33 the City Council with respect to such matters; 34 35 36 2) Adopt Bylaws as guiding principles of nondiscrimination, 37 barrier removal and full community inclusion
for persons with 38 disabilities and/or as it deems best to govern its actions; and 39 40 5) Perform any other duties assigned to it by the City Council. 41 Page 38 of 565
4 e. All provisions of Ordinance 1 No. 2005-02-40 (“Boards and 2 Committees Ordinance”) as amended, and which are not in 3 conflict herewith, shall apply. 4 5 Section 3. CONFLICT: All
ordinances or code provisions in conflict 6 7 herewith are hereby repealed. 8 9 Section 4. SEVERABILITY: If any section, subsection, sentence, 10 clause, phrase or portion of this Ordinance
is for any reason held invalid or 11 unconstitutional by any court of competent jurisdiction, such portion shall be 12 deemed a separate, distinct and independent provision and such
holding shall 13 not affect the validity of the remaining portions of this Ordinance. 14 Section 5. INCLUSION IN CODE: It is the intention of the City 15 Council of the City of Miami
Gardens that the provisions of this Ordinance shall 16 become and be made a part of the Code of Ordinances of the City of Miami 17 Gardens and that the section of this Ordinance may
be renumbered or re-lettered 18 and the word “Ordinance” may be changed to “Chapter,” “Section,” “Article” or 19 such other appropriate word or phrase, the use of which shall accomplish
the 20 intentions herein expressed; provided, however, that Section 1 hereof or the 21 provisions contemplated thereby shall not be codified. 22 Section 6. EFFECTIVE DATE: This Ordinance
shall become effective 23 immediately upon its final passage. 24 PASSED ON FIRST READING ON THE _____ DAY OF _________, 25 2010. 26 PASSED ON SECOND READING ON THE ____ DAY OF _________,
27 2010. Page 39 of 565
5 ADOPTED AND PASSED BY 1 THE CITY COUNCIL OF THE CITY OF 2 MIAMI GARDENS AT ITS REGULAR MEETING HELD ON THE _____ DAY OF 3 ______________, 2010. 4 5 6 7 8 ________________________________
9 SHIRLEY GIBSON, MAYOR 10 11 12 13 14 15 16 17 ATTEST: 18 19 20 _________________________________ 21 RONETTA TAYLOR, MMC, CITY CLERK 22 23 24 PREPARED BY: SONJA K. DICKENS, ESQ., CITY
ATTORNEY 25 26 27 SPONSORED BY: COUNCILWOMAN SHARON PRITCHETT 28 29 Moved by: __________________ 30 31 Second by: _________________ 32 33 34 VOTE: _________ 35 36 Mayor Shirley Gibson
(Yes) ___(No) 37 Vice Mayor Aaron Campbell (Yes) ___ (No) 38 Councilwoman Lisa Davis ___ (Yes) ___ (No) 39 Councilman Oliver Gilbert, III (Yes) ___ (No) 40 Councilwoman Sharon Pritchett
(Yes) ___ (No) 41 Councilwoman Felicia Robinson ___ (Yes) ____ (No) 42 Councilman André Williams (Yes) ___ (No)
43 Page 40 of 565
1515 NW 167 Street, Building 5 Suite 200 Miami Gardens, Florida 33169 City of Miami Gardens Agenda Cover Memo Council Meeting Date: September 22, 2010 Item Type: (Enter X in box) Resolution
Ordinance Other X Fiscal Impact: (Enter X in box) Yes No Ordinance Reading: (Enter X in box) 1st Reading 2nd Reading X Public Hearing: (Enter X in box) Yes No Yes No Funding Source:
General Fund-Parks & Recreation Advertising Requirement: (Enter X in box) Yes No X Contract/P.O. Required: (Enter X in box) Yes No RFP/RFQ/Bid #: X Sponsor Name Dr. Danny Crew, City
Manager Department: Parks and Recreation Department Short Title: A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF MIAMI GARDENS, FLORIDA, AUTHORIZING THE CITY MANAGER AND THE CITY CLERK
TO EXECUTE AND ATTEST, RESPECTIVELY, THAT CERTAIN AGREEMENT WITH THE CHILDREN’S TRUST FOR THE ACCEPTANCE OF A GRANT AWARD IN THE AMOUNT OF SEVENTYFIVE THOUSAND DOLLARS ($75,000.00) FOR
THE EXPANDING HORIZONS PROGRAM, A COPY OF WHICH IS ATTACHED HERETO AS EXHIBIT A; AUTHORIZING A MATCH OF FUNDS IN THE AMOUNT OF SEVENTY-FIVE THOUSAND DOLLARS ($75,000.00); PROVIDING FOR
INSTRUCTIONS TO THE CITY CLERK; PROVIDING FOR THE ADOPTION OF REPRESENTATIONS; PROVIDING AN EFFECTIVE DATE. Staff Summary: Background In the past, the City has received funding from
the Children’s Trust. Those funds have come in the form of two separate grants: • Promotion and Prevention Programs grant – which has been to support teen programming designed to teach
youth about careers, life skills, and community service ITEM J-1) CONSENT AGENDA RESOLUTION Agreement with the Children's Trust Page 41 of 565
1515 NW 167 Street, Building 5 Suite 200 Miami Gardens, Florida 33169 • Child Murder and Youth Violence grant-which has been to support the Youth Violence Prevention Coalition; a coalition
between Miami Gardens and Opa-Locka, which is committed to fighting violence in the community. The City of Miami Gardens has a large number of teens who would like to give back to their
community as well as broaden their life skills. In March 2006, the Parks and Recreation Department implemented programming geared towards the teenage population in our community by hiring
a full-time Teen Coordinator to research funding opportunities, develop, implement, and monitor programs for teens. Initially, the program participants met three times per week and benefited
from field trips, special guests, tutoring, and socializing activities. The Parks Department applied for and was awarded funding from The Children’s Trust in the amount of $75,000 in
both FY 08-09 and FY 09-10 under the Promotion and Preventions Program Grant. The grant requires a match contribution, which is being complied with thru the provision of a dedicated
Parks Staff person, the Teen Coordinator, and additional Parks support staff. The Expanding Horizons program is offered on a daily basis after school via dedicated subject specific learning
tracks. The program is multi-pronged, covering needed life skills such as substance abuse prevention and financial literacy while allowing participants to explore and engage in a variety
of career fields through field trips, hands on experience and structured learning. The aim is to broaden participants’ often narrow perceptions of accessible current and future success
opportunities. The primary outcome that has been addressed by the program is improved capacity for economic self-sufficiency by improving the participants’ financial literacy knowledge
and skills. Current Situation The first two (2) years of the funded program were a success, and The Children’s Trust has once again allocated $75,000 for the 2010-11 school year to ensure
the continuation and evolution of the teen program in the City of Miami Gardens. The program this year will expand to offer a trip to Tallahassee and a college tour. The $75,000 grant
covers staffing costs for three (3) Life Coaches and one (1) Certified Teacher. In addition, it covers costs for field trips (entrance fee and travel costs), office supplies for the
participants and staff, guest speaker fees, advertising, curriculum and recreational supplies. The City has received formal notification of funding from the Children’s Trust. A resolution
is required authorizing the City Manager to receive the funding, and execute the required agreement for such. Proposed Action That the City Council approve the receipt of the funds from
the Children’s Trust in the amount of $75,000 and authorize the City Manager to execute a contract for the administration of the Expanding Horizons teen program. Attachment: Attachment
A –The Children’s Trust contract No. 1026-5940 Attachment B-Expanding Horizons budget Page 42 of 565
1 1 RESOLUTION No. 2010-2 3 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF 4 MIAMI GARDENS, FLORIDA, AUTHORIZING THE CITY 5 MANAGER AND THE CITY CLERK TO EXECUTE AND ATTEST, 6 RESPECTIVELY,
THAT CERTAIN AGREEMENT WITH THE 7 CHILDREN’S TRUST FOR THE ACCEPTANCE OF A GRANT 8 AWARD IN THE AMOUNT OF SEVENTY-FIVE THOUSAND 9 DOLLARS ($75,000.00) FOR THE EXPANDING HORIZONS 10 PROGRAM,
A COPY OF WHICH IS ATTACHED HERETO AS 11 EXHIBIT A; AUTHORIZING A MATCH OF FUNDS IN THE 12 AMOUNT OF SEVENTY-FIVE THOUSAND DOLLARS 13 ($75,000.00); PROVIDING FOR INSTRUCTIONS TO THE
CITY 14 CLERK; PROVIDING FOR THE ADOPTION OF 15 REPRESENTATIONS; PROVIDING AN EFFECTIVE DATE. 16 17 WHEREAS, the City of Miami Gardens Parks and Recreation Department 18 developed the
Expanding Horizons program to promote financial literacy and advocate 19 substance abuse prevention, and 20 WHEREAS, the Parks And Recreation Department applied for and was awarded 21
program funding in the amount of Seventy-Five Thousand Dollars ($75,000.00) through 22 The Children’s Trust, and 23 WHEREAS, the grant award requires the City to provide an in-kind match
24 contribution in the amount of Seventy-Five Thousand Dollars ($75,000.00), which is 25 being complied with through the provision of a dedicated Parks employee, who serves 26 as a teen
coordinator, 27 NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY 28 OF MIAMI GARDENS, FLORIDA, AS FOLLOWS: Page 43 of 565
2 Section 1. ADOPTION OF REPRESENTATIONS: 1 The foregoing Whereas 2 paragraphs are hereby ratified and confirmed as being true, and the same are hereby 3 made a specific part of this
Resolution. 4 Section 2. AUTHORIZATION: The City Council of the City of Miami Gardens, 5 Florida hereby authorizes the City Manager and the City Clerk to execute and attest, 6 respectively,
that certain Agreement with The Children’s Trust for the acceptance of a 7 grant award in the amount of Seventy-Five Thousand Dollars ($75,000.00) for the 8 Expanding Horizons program,
a copy of which is attached hereto as Exhibit “A”. The 9 City Council further authorizes a match of funds in the amount of Seventy-Five 10 Thousand Dollars ($75,000.00). 11 Section 3.
INSTRUCTIONS TO THE CITY CLERK: The City Clerk is hereby 12 authorized to obtain two (2) fully executed copies of the subject Agreement with one to 13 be maintained by the City, and
one to be delivered to The Children’s Trust. 14 Section 4. EFFECTIVE DATE: This Resolution shall take effect immediately 15 upon its final passage. 16 PASSED AND ADOPTED BY THE CITY
COUNCIL OF THE CITY OF MIAMI GARDENS 17 AT ITS REGULAR MEETING HELD ON___________________. 18 19 20 _________________________________ 21 SHIRLEY GIBSON, MAYOR 22 ATTEST: 23 24 25 26
_________________________________ 27 RONETTA TAYLOR, MMC, CITY CLERK 28 29 Page 44 of 565
3 PREPARED BY: SONJA K 1 . DICKENS, CITY ATTORNEY 2 3 4 SPONSORED BY: DR. DANNY CREW, CITY MANAGER 5 6 7 8 MOVED BY:_____________________ 9 10 11 12 VOTE: _____ 13 14 Mayor Shirley Gibson
(Yes) ___(No) 15 Vice Mayor Aaron Campbell (Yes) ___(No) 16 Councilwoman Felicia Robinson (Yes) ___(No) 17 Councilman Oliver Gilbert, III (Yes) ___(No) 18 Councilwoman Lisa Davis (Yes)
___(No) 19 Councilwoman Sharon Pritchett (Yes) ___(No) 20 Councilman André Williams (Yes) ___(No) 21 22 23 Page 45 of 565
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1515 NW 167 Street, Building 5 Suite 200 Miami Gardens, Florida 33169 City of Miami Gardens Agenda Cover Memo Council Meeting Date: September 22, 2010 Item Type: Resolution Ordinance
Other X Fiscal Impact: Yes No Ordinance Reading: 1st Reading 2nd Reading X Public Hearing: Yes No Yes No X Funding Source: America Recovery Reinvestment Act (ARRA)/CMG Stormwater Funds
Advertising Requirement: Yes No x Contract/P.O. Required: Yes No RFP/RFQ/Bid #: X Sponsor Name Dr. Danny Crew, City Manager Department: Public Works Department Short Title: A RESOLUTION
OF THE CITY COUNCIL OF THE CITY OF MIAMI GARDENS, FLORIDA, AUTHORIZING THE CITY MANAGER AND THE CITY CLERK TO EXECUTE AND ATTEST, RESPECTIVELY, THAT CERTAIN AGREEMENT WITH THE STATE
OF FLORIDA DEPARTMENT OF TRANSPORTATION (FDOT) A COPY OF WHICH IS ATTACHED HERETO AS EXHIBIT “A”, FOR THE REALLOCATION OF FUNDING IN ORDER TO COMPLETE THE REPLACEMENT OF THE BRIDGE LOCATED
AT N.W. 42ND AVENUE IN THE AMOUNT OF NINE HUNDRED, THIRTY THOUSAND DOLLARS ($930,000.00); PROVIDING FOR INSTRUCTIONS TO THE CITY CLERK; PROVIDING FOR THE ADOPTION OF REPRESENTATIONS;
PROVIDING AN EFFECTIVE DATE. Staff Summary: The City of Miami Gardens received $2,516,740 in American Recovery and Reinvestment (ARRA) stimulus funds through the Florida Department of
Transportation for the City’s roads that are designated by Federal Highway Administration (FHWA). These roads are also designated as emergency roads (ER) by the US Department of Transprotation;
therefore, the funding can only be used for these FHWA-ER roads. During the February 24, and April 28, 2010, meetings, City Council approved three (3) road ITEM J-2) CONSENT AGENDA RESOLUTION
Agreement with FDOT Page 86 of 565
1515 NW 167 Street, Building 5 Suite 200 Miami Gardens, Florida 33169 projects (Attachment B). These projects included road resurfacing, sidewalk repairs/installation, and guardrail
repairs. After the detailed scope of work was completed by our consultant for all three projects and the project was bidded out, the cost of all the projects were below the budgeted
amount of designated under the ARRA Stimulus grant of $2,516,740. The savings realized as a result of low bids total $835,150. Staff subsequently requested the reallocation of these
project savings to replace the NW 42 Avenue (cross streets: NW 178 Drive and NW 179 Street) Bridge to include the bridge sidewalks, re-alignment of the road, guardrail, street lighting
(bridge construction area), and any drainage issues. The existing bridge has had safety issues for children walking to school and vehicles constantly hitting the guardrail because of
road mis-alignment, lighting issues, and the bridge being too steep for crossing visibility. In order to complete this project the City is required to fund an extra $94,850 (Stormwater
Fund) towards the project to complete a Design-Build Criteria Package and the Construction Engineering Inspections (CEI) during construction. The purpose of the design-build criteria
package is to furnish sufficient information for design-build firms to prepare qualitative proposals and price proposals. Breakdown of Project Reacllocation: Total from Stimulus to the
City: $ 2,516,740 Total of all three approved projects (A,B,C): $ 1,681,590 Total project savings from A,B,C: $ 835,150 Proposed NW 42 Avenue Bridge Replacement (ARRA): $ 835,150 Proposed
NW 42 Avenue Bridge Desing Build package and CEI (Stormwater Funding): $ 94,850 Total amount of the Bridge Repalcement: $ 930,000 Proposed Action: That the City Council approve the attached
resolution authorizing the City Manager to execute the Local Agency Program (LAP) Agreement for the NW 42 Avenue Bridge Replacement for the total amount of $930,000 with FDOT. Attachment:
EXHIBIT A – LAP Agreement EXHIBIT B – LAP Agreement, Exhibit A EXHIBIT C – LAP Agreement, Exhibit B EXHIBIT D – LAP Agreement, Exhibit S EXHIBIT E – LAP Agreement, Exhibit X Page 87
of 565
1 1 RESOLUTION No. 2010-2 3 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF 4 MIAMI GARDENS, FLORIDA, AUTHORIZING THE CITY 5 MANAGER AND THE CITY CLERK TO EXECUTE AND ATTEST, 6 RESPECTIVELY,
THAT CERTAIN AGREEMENT WITH THE 7 STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION 8 (FDOT) A COPY OF WHICH IS ATTACHED HERETO AS 9 EXHIBIT “A”, FOR THE REALLOCATION OF FUNDING IN 10 ORDER
TO COMPLETE THE REPLACEMENT OF THE BRIDGE 11 LOCATED AT N.W. 42ND AVENUE IN THE AMOUNT OF NINE 12 HUNDRED, THIRTY THOUSAND DOLLARS ($930,000.00); 13 PROVIDING FOR INSTRUCTIONS TO THE
CITY CLERK; 14 PROVIDING FOR THE ADOPTION OF REPRESENTATIONS; 15 PROVIDING AN EFFECTIVE DATE. 16 17 WHEREAS, the City of Miami Gardens received Two Million, Five Hundred 18 Sixteen Thousand,
Seven Hundred and Forty Dollars ($2,516,740.00) in American 19 Recovery and Reinvestment (ARRA) stimulus funds from the Florida Department of 20 Transportation (FDOT), and 21 WHEREAS,
the funds may only be utilized for roads which are designated as 22 emergencies by the United States Department of Transportation, and 23 WHEREAS, on February 24, 2010 and April 28,
2010 respectively, the City 24 Council approved three (3) road projects, and 25 WHEREAS, the cost for all projects were below the City’s share of the ARRA 26 stimulus funds, and 27 WHEREAS,
City staff proposes utilizing the remaining balance, which is Eight 28 Hundred Thirty-Five Thousand, One Hundred and Fifty Dollars ($835,150.00), to 29 replace the bridge located at
N.W. 42nd Avenue, and Page 88 of 565
2 WHEREAS, the existing bridge poses numerous safety 1 issues for children 2 walking to school and for vehicles due to misaligned roads and inadequate lighting, and 3 WHEREAS, the anticipated
total cost of the construction project is Nine Hundred, 4 Thirty Thousand Dollars ($930,000.00), and 5 WHEREAS, the City is required to allocate the remaining balance of Ninety-Four
6 Thousand, Eight Hundred Fifty Dollars ($94,850.00) from the Stormwater Fund, 7 NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY 8 OF MIAMI GARDENS, FLORIDA, AS FOLLOWS:
9 Section 1. ADOPTION OF REPRESENTATIONS: The foregoing Whereas 10 paragraphs are hereby ratified and confirmed as being true, and the same are hereby 11 made a specific part of this
Resolution. 12 Section 2. AUTHORIZATION: The City Council of the City of Miami Gardens 13 hereby authorizes the City Manager and the City Clerk to execute and attest 14 respectively,
that certain Agreement with the Florida Department of Transportation 15 (FDOT) to replace the bridge located at N.W. 42nd Avenue in the amount of Nine 16 Hundred, Thirty Thousand Dollars
($930,000.00). 17 Section 3. INSTRUCTIONS TO THE CITY CLERK: The City Clerk is hereby 18 authorized to obtain two (2) fully executed copies of the subject Agreement with one to 19 be
maintained by the City, and one to be delivered to the Florida Department of 20 Transportation (FDOT). 21 Section 4. EFFECTIVE DATE: This Resolution shall take effect immediately 22
upon its final passage. 23 PASSED AND ADOPTED BY THE CITY COUNCIL OF THE CITY OF MIAMI GARDENS 24 AT ITS REGULAR MEETING HELD ON___________________. Page 89 of 565
3 1 2 3 _________________________________ 4 SHIRLEY GIBSON, MAYOR 5 ATTEST: 6 7 8 9 _________________________________ 10 RONETTA TAYLOR, MMC, CITY CLERK 11 12 13 PREPARED BY: SONJA K.
DICKENS, CITY ATTORNEY 14 15 16 SPONSORED BY: DR. DANNY CREW, CITY MANAGER 17 18 19 20 MOVED BY:_____________________ 21 22 23 24 VOTE: _____ 25 26 Mayor Shirley Gibson (Yes) ___(No)
27 Vice Mayor Aaron Campbell (Yes) ___(No) 28 Councilwoman Felicia S. Robinson (Yes) ___(No) 29 Councilman Oliver Gilbert, III (Yes) ___(No) 30 Councilwoman Lisa Davis (Yes) ___(No)
31 Councilwoman Sharon Pritchett (Yes) ___(No) 32 Councilman André Williams (Yes) ___(No) 33 34 35 Page 90 of 565
STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION LOCAL AGENCY PROGRAM AGREEMENT 525-010-40 PRODUCTION SUPPORT 02/09 Page 1 FPN: Fund: FLAIR Approp: Federal No: ARRA XXX Org Code: FLAIR
Obj: FPN: 428648-1-58-01 Fund: FLAIR Approp: Federal No: Org Code: FLAIR Obj: FPN: Fund: FLAIR Approp: Federal No: Org Code: FLAIR Obj: FPN: Fund: FLAIR Approp: Federal No: Org Code:
FLAIR Obj: County No:Miami-Dade Contract No: Vendor No: Data Universal Number System (DUNS) No: 80-939-7102 Catalog of Federal Domestic Assistance (CFDA): 20.205 Highway Planning and
Construction THIS AGREEMENT, made and entered into this day of , by and between the STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION, an agency of the State of Florida, hereinafter called
the Department, and hereinafter called the Agency. W I T N E S S E T H: WHEREAS, the Agency has the authority to enter into this Agreement and to undertake the project hereinafter described,
and the Department has been granted the authority to function adequately in all areas of appropriate jurisdiction including the implementation of an integrated and balanced transportation
system and is authorized under Section 339.12, Florida Statutes, to enter into this Agreement; NOW, THEREFORE, in consideration of the mutual covenants, promises and representations
herein, the parties agree as follows: 1.00 Purpose of Agreement: The purpose of this Agreement is to provide for the Department’s participation in bridge replacement at NW 42 Ave and
NW 178th Drive/NW 179th Street and as further described in Exhibit "A" attached hereto and by this reference made a part hereof, hereinafter called the “project,” and to provide Department
financial assistance to the Agency and state the terms and conditions upon which such assistance will be provided and the understandings as to the manner in which the project will be
undertaken and completed. 1.01 Attachments: Exhibit(s) "A", "B", "S", & "X" are attached and made a part hereof. 2.01 General Requirements: The Agency shall complete the project as described
in Exhibit "A" with all practical dispatch, in a sound, economical, and efficient manner, and in accordance with the provisions herein, and all applicable laws. The project will be performed
in accordance with all applicable Department procedures, guidelines, manuals, standards, and directives as described in the Department's Local Agency Program Manual, which by this reference
is made a part hereof as if fully set forth herein. Time is of the essence as to each and every obligation under this Agreement. A full time employee of the Agency, qualified to ensure
that the work being pursued is complete, accurate, and consistent with the terms, conditions, and specifications of this Agreement shall be in charge of each project. Removal of Any
Unbilled Funds If Agency fails to timely perform its obligations in submitting invoices and documents necessary for the close out of the project, and said failure results in a loss of
the remaining unbilled funding either by Federal withdrawal of funds or loss of State appropriation authority (which may include both federal funds and state funds, if any state funds
are on the project), Agency will be responsible for the remaining unbilled funds on the project. No other funds will be provided by the Department. Agency waives the right to contest
such removal of funds by the Department, if said removal is directly related to Federal (FHWA) withdrawal of funds or loss of State appropriation authority due to Local Agency’s failure
or nonperformance. In addition to loss of funding, the Department will consider de-certification of said Agency for future LAP projects. Page 91 of 565
STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION LOCAL AGENCY PROGRAM AGREEMENT 525-010-40 PRODUCTION SUPPORT 02/09 Page 2 Removal of All Funds If all funds are removed from the project,
including amounts previously billed to the Department and reimbursed to the Agency, and the project is off the state highway system, then the department will have to request repayment
for the previously billed amounts from the Local Agency. No state funds can be used on off-system projects. 2.02 Expiration of Agreement: The Agency agrees to complete the project on
or before March 1, 2012. If the Agency does not complete the project within this time period, this Agreement will expire on the last day of the scheduled completion as provided in this
paragraph unless an extension of the time period is requested by the Agency and granted in writing by the Department prior to the expiration of this Agreement. Expiration of this Agreement
will be considered termination of the project. The cost of any work performed after the expiration date of this Agreement will not be reimbursed by the Department. 2.03 Pursuant to Federal,
State, and Local Laws: In the event that any election, referendum, approval, permit, notice or other proceeding or authorization is requisite under applicable law to enable the Agency
to enter into this Agreement or to undertake the project hereunder or to observe, assume or carry out any of the provisions of the Agreement, the Agency will initiate and consummate,
as provided by law, all actions necessary with respect to any such matters so requisite. 2.04 Agency Funds: The Agency shall initiate and prosecute to completion all proceedings necessary,
including federal-aid requirements, to enable the Agency to provide the necessary funds for completion of the project. 2.05 Submission of Proceedings, Contracts, and Other Documents:
The Agency shall submit to the Department such data, reports, records, contracts, and other documents relating to the project as the Department and the Federal Highway Administration
(FHWA) may require. 3.00 Project Cost: 3.01 Total Cost: The total cost of the project is $ $930,000 . This amount is based upon the schedule of funding in Exhibit "B." The Agency agrees
to bear all expenses in excess of the total cost of the project and any deficits involved. The schedule of funding may be modified by mutual agreement as provided for in paragraph 4.00.
3.02 Department Participation: The Department agrees to participate, including contingencies, in the project cost to the extent provided in Exhibit "B." This amount includes federal-aid
funds which are limited to the actual amount of federalaid participation. 3.03 Limits on Department Funds: Project costs eligible for Department participation will be allowed only from
the date of this Agreement. It is understood that Department participation in eligible project costs is subject to: a) Legislative approval of the Department's appropriation request
in the work program year that the project is scheduled to be committed; b) Availability of funds as stated stated in paragraphs 3.04 and 3.05 of this Agreement; c) Approval of all plans,
specifications, contracts or other obligating documents and all other terms of this Agreement; and d) Department approval of the project scope and budget at the time appropriation authority
becomes available. 3.04 Appropriation of Funds: The Department’s performance and obligation to pay under this Agreement is contingent upon an annual appropriation by the Legislature.
If the Department's funding for this project is in multiple fiscal years, funds approval from the Department's Comptroller must be received each fiscal year prior to costs being incurred.
See Exhibit “B” for funding levels by fiscal year. Project costs utilizing these fiscal year funds are not eligible for reimbursement if incurred prior to funds approval being received.
The Department will notify the Agency, in writing, when funds are available. 3.05 Multi-Year Commitment: In the event this Agreement is in excess of $25,000 and has a term for a period
of more Page 92 of 565
STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION LOCAL AGENCY PROGRAM AGREEMENT 525-010-40 PRODUCTION SUPPORT 02/09 Page 3 than one year, the provisions of Section 339.135(6)(a), Florida
Statutes, are hereby incorporated: "(a) The department, during any fiscal year, shall not expend money, incur any liability, or enter into any contract which, by its terms, involves
the expenditure of money in excess of the amounts budgeted as available for expenditure during such fiscal year. Any contract, verbal or written, made in violation of this subsection
is null and void, and no money may be paid on such contract. The department shall require a statement from the comptroller of the Department that funds are available prior to entering
into any such contract or other binding commitment of funds. Nothing herein contained shall prevent the making of contracts for periods exceeding 1 year, but any contract so made shall
be executory only for the value of the services to be rendered or agreed to be paid for in succeeding fiscal years, and this paragraph shall be incorporated verbatim in all contracts
of the Department which are for an amount in excess of $25,000 and which have a term for a period of more than 1 year." 3.06 Notice-to-Proceed: No cost may be incurred under this Agreement
until the Agency has received a written Noticeto-Proceed from the Department. 3.07 Limits on Federal Participation: Federal-aid funds shall not participate in any cost which is not incurred
in conformity with applicable Federal and State laws, the regulations in 23 Code of Federal Regulations (C.F.R.) and 49 C.F.R., and policies and procedures prescribed by the Division
Administrator of FHWA. Federal funds shall not be paid on account of any cost incurred prior to authorization by the FHWA to the Department to proceed with the project or part thereof
involving such cost (23 C.F.R. 1.9 (a)). If FHWA or the Department determines that any amount claimed is not eligible, federal participation may be approved in the amount determined
to be adequately adequately supported and the Department shall notify the Agency in writing citing the reasons why items and amounts are not eligible for federal participation. Where
correctable non-compliance with provisions of law or FHWA requirements exists, Federal funds may be withheld until compliance is obtained. Where non-compliance is not correctable, FHWA
or the Department may deny participation in parcel or project costs in part or in total. For any amounts determined to be ineligible for federal reimbursement for which the Department
has advanced payment, the Agency shall promptly reimburse the Department for all such amounts within 90 days of written notice. 4.00 Project Estimate and Disbursement Schedule: Prior
to the execution of this Agreement, a project schedule of funding shall be prepared by the Agency and approved by the Department. The Agency shall maintain said schedule of funding,
carry out the project, and shall incur obligations against and make disbursements of project funds only in conformity with with the latest approved schedule of funding for the project.
The schedule of funding may be revised by mutual written agreement between the Department and the Agency. If revised, a copy of the revision should be forwarded to the Department's Comptroller
and to the Department's Federal-aid Program Office. No increase or decrease shall be effective unless it complies with fund participation requirements of this Agreement and is approved
by the Department’s Comptroller. 5.00 Records: 5.01 Establishment and Maintenance of Accounting Records: Records of costs incurred under the terms of this Agreement shall be maintained
and made available upon request to the Department at all times during the period of this Agreement and for 5 years after the final payment is made. Copies of these documents and records
shall be furnished to the Department upon request. Records of costs incurred include the Agency's general accounting records and the project records, together with supporting documents
and records of the Agency and all subcontractors performing work on the project and all other records of the Agency and subcontractors considered necessary by the Department for a proper
audit of costs. If any litigation, claim or audit is started before the expiration of the 5-year period, the records shall be retained until all litigation, claims or audit findings
involving the records have been resolved. 5.02 Costs Incurred for Project: The Agency shall charge
to the project account all eligible costs of the project except costs agreed to be borne by the Agency or its contractors and subcontractors. Costs in excess of the programmed funding
or attributable to actions which have not received the required approval of the Department shall not be considered eligible costs. 5.03 Documentation of Project Costs: All costs charged
to the project, including any approved services contributed by the Agency or others, shall be supported by properly executed payrolls, time records, invoices, contracts or vouchers Page
93 of 565
STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION LOCAL AGENCY PROGRAM AGREEMENT 525-010-40 PRODUCTION SUPPORT 02/09 Page 4 evidencing in proper detail the nature and propriety of the charges.
5.04 Audit Reports: Recipients of federal and state funds are to have audits done annually using the following criteria: The administration of resources awarded by the Department to
the Agency may be subject to audits and/or monitoring by the Department, as described in this section. Monitoring: In addition to reviews of audits conducted in accordance with OMB Circular
A-133 and Section 215.97, Florida Statutes, as revised (see “Audits” below), monitoring procedures may include, but not be limited to, on-site visits by Department staff, limited scope
audits as defined by OMB Circular A-133, as revised, and/or other procedures. By entering into this Agreement, the recipient agrees to comply and cooperate fully with any monitoring
procedures/processes deemed appropriate by the Department. In the event the Department determines that a limited scope audit of the recipient is appropriate, the recipient agrees to
comply with any additional instructions provided by the Department staff to the Agency regarding such audit. The Agency further agrees to comply and cooperate with any inspections, reviews,
investigations or audits deemed necessary by the FDOT’s Office of Inspector General (OIG), and the Chief Financial Officer (CFO) or Auditor General. Audits Part I -Federally Funded:
Recipients of federal funds (i.e., state, local government or non-profit organizations as defined in OMB Circular A-133, as revised) are to have audits done annually using the following
criteria: 1. In the event that the recipient expends $500,000 or more in federal awards in its fiscal year, the recipient must have a single or program-specific audit conducted in accordance
with the provisions of OMB Circular A-133, as revised. Exhibit “1” of this Agreement indicates federal resources awarded through the Department by this Agreement. In determining the
federal awards expended in its fiscal year, the recipient shall consider all sources of federal awards, including federal resources received from the Department. The determination of
amounts of federal awards expended should be in accordance with the guidelines established by OMB Circular A-133, as revised. An audit of the recipient conducted by the Auditor General
in accordance with the provisions OMB Circular A-133, as revised, will meet the requirements of this part. 2. In connection with the audit requirements addressed in Part I, paragraph
1 the recipient shall fulfill the requirements relative to auditee responsibilities as provided in Subpart C of OMB Circular A-133, as revised. 3. If the recipient expends less than
$500,000 in federal awards in its fiscal year, an audit conducted in accordance with the provisions of OMB Circular A-133, as revised, is not required. However, if the recipient elects
to have an audit conducted in accordance with the provisions of OMB Circular A-133, as revised, the cost of the audit must be paid from non-federal resources (i.e., the cost of such
an audit must be paid from recipient resources obtained from other than federal entities). 4. Federal awards are to be identified using the Catalog of Federal Domestic Assistance (CFDA)
title and number, award number and year, and name of the awarding federal agency. Part II -State Funded: Recipients of state funds (i.e., a non-state entity as defined by Section 215.97(2)
(l), Florida Statutes) are to have audits done annually using the following criteria: 1. In the event that the recipient expends a total amount of state financial assistance equal to
or in excess of $500,000 in any fiscal year of such recipient, the recipient must have a state single or project-specific audit for such fiscal year in accordance with Section 215.97,
Florida Statutes, applicable rules of the Executive Office of the Governor and the CFO, and Chapters 10.550 (local governmental entities) or 10.650 (nonprofit and for-profit organizations),
Rules of the Auditor General. Exhibit “1” to this Agreement indicates state financial assistance awarded through the Department by this Agreement. In determining the state financial
assistance expended in its fiscal year, the recipient shall consider all sources of state financial assistance, including state financial assistance received from the Department, other
state agencies, and other non-state entities. State financial assistance does not include federal direct or pass-through awards and resources received by a non-state entity for federal
program matching requirements. Page 94 of 565
STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION LOCAL AGENCY PROGRAM AGREEMENT 525-010-40 PRODUCTION SUPPORT 02/09 Page 5 2. In connection with the audit requirements addressed in Part
II, paragraph 1, the recipient shall ensure that the audit complies with the requirements of Section 215.97(7), Florida Statutes. This includes submission of a financial reporting package
as defined by Section 215.97(2) (d), Florida Statutes, and Chapters 10.550 (local governmental entities) or 10.650 (nonprofit and for-profit organizations), Rules of the Auditor General.
3. If the recipient expends less than $500,000 in state financial assistance in its fiscal year, an audit conducted in accordance with the provisions of Section 215.97, Florida Statutes,
is not required. However, if the recipient elects to have audit conducted in accordance with the provisions of Section 215.97, Florida Statutes, the cost of the audit must be paid from
the non-state entity’s resources (i.e., the cost of such an audit must be paid from the recipient’s resources obtained from other than State entities). 4. State awards are to be identified
using the Catalog of State Financial Assistance (CSFA) title and number, award number and year, and name of the state agency awarding it. Part III -Other Audit Requirements: The recipient
shall follow up and take corrective action on audit findings. Preparation of a Summary Schedule of Prior Year Audit Findings, including corrective action and current status of the audit
findings is required. Current year audit findings require corrective action and status of findings. Records related to unresolved audit findings, appeals or litigation shall be retained
until the action is completed or the dispute is resolved. Access to project records and audit work papers shall be given to the Department, the Department of Financial Services, and
the Auditor General. This section does not limit the authority of the Department to conduct or arrange for the conduct of additional audits or evaluations of state financial assistance
assistance or limit the authority of any other state official. Part IV -Report Submission: 1. Copies of financial reporting packages for audits conducted in accordance with OMB Circular
A-133, as revised, and required by Part I of this Agreement shall be submitted, when required by Section .320 (d), OMB Circular A-133, as revised, by or on behalf of the recipient directly
to each of the following: a) The Department at each of the following address(es): Florida Department of Transportation 1000 NW 111 Avenue, Room 6202-B Miami Florida 33172 Att: Michelle
L. Meaux b) The Federal Audit Clearinghouse designated in OMB Circular A-133, as revised (the number of copies required by Sections .320 (d)(1) and (2), OMB Circular A-133, as revised),
at the following address: Federal Audit Clearinghouse Bureau of the Census 1201 East 10th Street Jeffersonville, IN 47132 c) Other federal agencies and pass-through entities in accordance
with Sections .320 (e) and (f), OMB Circular A-133, as revised. 2. In the event that a copy of the financial reporting package required by Part I of this Agreement and conducted in accordance
with OMB Circular A-133, as revised, is not required to be submitted to the Department for reasons pursuant to Section .320 (e)(2), OMB Circular A-133, as revised, the recipient shall
submit the required written notification pursuant to Section .320 (e)(2) and a copy of the recipient’s audited Schedule of Expenditures of Federal Awards directly to each of the following:
(Florida Department of Transportation 1000 NW 111 Avenue, Room 6202-B Miami Florida 33172 Page 95 of 565
STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION LOCAL AGENCY PROGRAM AGREEMENT 525-010-40 PRODUCTION SUPPORT 02/09 Page 6 Att: Michelle L. Meaux In addition, pursuant to Section .320 (f),
OMB Circular A-133, as revised, the recipient shall submit a copy of the financial reporting package described in Section .320 (c), OMB Circular A-133, as revised, and any Management
Letters issued by the auditor, to the Department at each of the following addresses: Florida Department of Transportation 1000 NW 111 Avenue, Room 6202-B Miami Florida 33172 Att: Michelle
L. Meaux 3. Copies of the financial reporting package required by Part II of this Agreement shall be submitted by or on behalf of the recipient directly to each of the following: a)
The Department at each of the following address(es): (Florida Department of Transportation 1000 NW 111 Avenue, Room 6202-B Miami Florida 33172 Att: Michelle L. Meaux b) The Auditor General’s
Office at the following address: Auditor General’s Office Room 401, Pepper Building 111 West West Madison Street Tallahassee, Florida 32399-1450 4. Copies of reports or the Management
Letter required by Part III of this Agreement shall be submitted by or on behalf of the recipient directly to: a) The Department at each of the following address(es): (Florida Department
of Transportation 1000 NW 111 Avenue, Room 6202-B Miami Florida 33172 Att: Michelle L. Meaux 5. Any reports, Management Letters, or other information required to be submitted to the
Department pursuant to this Agreement shall be submitted in a timely manner in accordance with OMB Circular A-133, as revised, Florida Statutes, and Chapters 10.550 (local governmental
entities) or 10.650 (nonprofit and for-profit organizations), Rules of the Auditor General, as applicable. 6. Recipients, when submitting financial reporting packages to the Department
for audits done in accordance with OMB Circular A-133, as revised, or Chapters 10.550 (local governmental entities) or 10.650 (nonprofit and forprofit organizations), Rules of the Auditor
General, should indicate the date that the financial reporting package was delivered to the recipient in correspondence accompanying the financial reporting package. Part V -Record Retention:
The recipient shall retain sufficient records demonstrating its compliance with the terms of this Agreement for a period of at least 5 years from the date the audit report is issued
and shall allow the Department or its designee, the state CFO or Auditor General access to such records upon request. The recipient shall ensure that the independent audit documentation
is made available to the Department, or its designee, the state CFO or Auditor General upon request for a period of at least 5 years from the date the audit report is issued, unless
extended in writing by the Department. 5.05 Inspection: The Agency shall permit, and shall require its contractors to permit, the Department's authorized representatives and authorized
agents of FHWA to inspect all work, workmanship, materials, payrolls, and records and to Page 96 of 5
65STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION LOCAL AGENCY PROGRAM AGREEMENT 525-010-40 PRODUCTION SUPPORT 02/09 Page 7 audit the books, records, and accounts pertaining to the financing
and development of the project. The Department reserves the right to unilaterally cancel this Agreement for refusal by the Agency or any contractor, subcontractor or materials vendor
to allow public access to all documents, papers, letters or other material subject to the provisions of Chapter 119, Florida Statutes, and made or received in conjunction with this Agreement
(Section 287.058(1) (c), Florida Statutes). 5.06 Uniform Relocation Assistance and Real Property Statistical Report: For any project requiring additional rightof-way, the Agency must
submit to the Department an annual report of its real property acquisition and relocation assistance activities on the project. Activities shall be reported on a federal fiscal year
basis, from October 1 through September 30. The report must be prepared using the format prescribed in 49 C.F.R. Part 24, Appendix B, and be submitted to the Department no later than
October 15 of each year. 6.00 Requisitions and Payments: Requests for reimbursement for fees or other compensation for services or expenses incurred shall be submitted in detail sufficient
for a proper pre-audit and post-audit thereof (Section 287.058(1)(a), Florida Statutes). All recipients of funds from this Agreement, including those contracted by the Agency, must submit
bills for any travel expenses, when authorized by the terms of this Agreement, in accordance with Section 112.061, Florida Statutes, and Chapter 3-“Travel“ of the Department’s Disbursement
Operations Manual, Topic 350-030-400 (Section 287.058(1)(b), Florida Statutes). If, after project completion, any claim is made by the Department resulting from an audit or for work
or services performed pursuant to this Agreement, the Department may offset such amount from payments due for work or services done under any agreement which it has with the Agency owing
owing such amount if, upon demand, payment of the amount is not made within 60 days to the Department. Offsetting any amount pursuant to this paragraph shall not be considered a breach
of contract by the Department. 7.00 Department Obligations: Subject to other provisions hereof, the Department will honor requests for reimbursement to the Agency in amounts and at times
deemed by the Department to be proper to ensure the carrying out of the project and payment of the eligible costs. However, notwithstanding any other provision of this Agreement, the
Department may elect by notice in writing not to make a payment if: 7.01 Misrepresentation: The Agency shall have made misrepresentation of a material nature in its application, or any
supplement thereto or amendment thereof or in or with respect to any document of data furnished therewith or pursuant hereto; 7.02 Litigation: There is then pending litigation with respect
to the performance by the Agency of any of its duties or obligations which may jeopardize or adversely affect the project, the Agreement or payments to the project; 7.03 Approval by
Department: The Agency shall have taken any action pertaining to the project which, under this Agreement, requires the approval of the Department or has made related expenditure or incurred
related obligations without having been advised by the Department that same are approved; 7.04 Conflict of Interests: There has been any violation of the conflict of interest provisions
contained here in paragraph 12.07. 7.05 Default: The Agency has been determined by the Department to be in default under any of the provisions of the Agreement. 7.06 Federal Participation:
The Department may suspend or terminate payment for that portion of the project which the FHWA, or the Department acting in lieu of FHWA, may designate as ineligible for federal-aid.
7.07 Disallowed Costs: In determining the amount of the payment, the Department will exclude all projects costs incurred by the Agency prior to the effective date of this Agreement or
the date of authorization, costs incurred after the expiration of the Agreement, costs which are not provided for in the latest approved schedule of funding in Exhibit “B” for the project,
costs agreed to be borne by the Agency or its contractors and subcontractors for not meeting the project Page 97 of 565
STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION LOCAL AGENCY PROGRAM AGREEMENT 525-010-40 PRODUCTION SUPPORT 02/09 Page 8 commencement and final invoice time lines, and costs attributable
to goods or services received under a contract or other arrangements which have not been approved in writing by the Department. 7.08 Final Invoices: The Agency must submit the final
invoice on the project to the Department within 120 days after the completion of the project. Invoices submitted after the 120-day time period may not be paid. 8.00 Termination or Suspension
of Project: 8.01 Termination or Suspension Generally: The Department may, by written notice to the Agency, suspend any or all of its obligations under this Agreement until such time
as the event or condition resulting in such suspension has ceased or been corrected or the Department may terminate this Agreement in whole or in part at any time the interest of the
Department requires such termination. (a) If the Department determines that the performance of the the Agency is not satisfactory, the Department shall notify the Agency of the deficiency
in writing with a requirement that the deficiency be corrected within thirty (30) days of such notice. Such notice shall provide reasonable specificity to the Agency of the deficiency
that requires correction. If the deficiency is not corrected within such time period, the Department may either (1) immediately terminate the Agreement as set forth in paragraph 8.(b)
below, or (2) take whatever action is deemed appropriate by the Department to correct the deficiency. In the event the Department chooses to take action and not terminate the Agreement,
the Agency shall, upon demand, promptly reimburse the Department for any and all costs and expenses incurred by the Department in correcting the deficiency. (b) If the Department terminates
the Agreement, the Department shall notify the Agency of such termination in writing, with instructions to the effective date of termination or specify the stage of work at which the
Agreement is to be terminated. (c) If the Agreement is terminated before the project is completed, the Agency shall be paid only for the percentage of the project satisfactorily performed
for which costs can be substantiated. Such payment, however, shall not exceed the equivalent percentage of the contract price. All work in progress will become the property of the Department
and will be turned over promptly by the Agency. 8.02 Action Subsequent to Notice-of-Termination or Suspension: Upon receipt of any final termination or suspension notice under this paragraph,
the Agency shall proceed promptly to carry out the actions required therein which may include any or all of the following: (a) necessary action to terminate or suspend, as the case may
be, project activities and contracts and such other action as may be required or desirable to keep to a minimum the costs upon the basis of which the financing is to be computed; (b)
furnish a statement of the project activities and contracts and other undertakings the cost of which are otherwise includable as project costs. The termination or suspension shall be
carried out in conformity with the latest schedule, plan, and cost as approved by the Department or upon the basis of terms and conditions imposed by the Department upon the failure
of the Agency to furnish the schedule, plan, and estimate within a reasonable time. The closing out of federal financial participation in the project shall not constitute a waiver of
any claim which the Department may otherwise have arising out of this Agreement. 9.00 Contracts of Agency: 9.01 Third Party Agreements: Except as otherwise authorized in writing by the
Department, the Agency shall not execute any contract or obligate itself in any manner requiring the disbursement of Department funds, including consultant or construction contracts
or amendments thereto, with any third party with respect to the project without the written approval of the Department. Failure to obtain such approval shall be sufficient cause for
nonpayment by the Department. The Department specifically reserves unto itself the right to review the qualifications of any consultant or contractor and to approve or disapprove the
employment of the same. 9.02 Compliance with Consultants' Competitive Negotiation Act: It is understood and agreed by the parties hereto that participation by the Department in a project
with the Agency, where said project involves a consultant contract for engineering, architecture or surveying services, is contingent on the Agency’s complying in full with provisions
of Section 287.055, Florida Statutes, Consultants’ Competitive Negotiation Act. At the discretion of the Department, the Agency will involve the Department in the consultant selection
process for all projects. In all cases, the Agency's attorney shall certify to the Department that selection has been accomplished in compliance with the Consultants’ Competitive Negotiation
Act. Page 98 of 565
STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION LOCAL AGENCY PROGRAM AGREEMENT 525-010-40 PRODUCTION SUPPORT 02/09 Page 9 10.00 Disadvantaged Business Enterprise (DBE) Policy and Obligation:
It is the policy of the Department that DBE’s, as defined in 49 C.F.R. Part 26, as amended, shall have the opportunity to participate in the performance of contracts financed in whole
or in part with Department funds under this Agreement. The DBE requirements of applicable federal and state laws and regulations apply to this Agreement. The Agency and its contractors
agree to ensure that DBE’s have the opportunity to participate in the performance of this Agreement. In this regard, all recipients and contractors shall take all necessary and reasonable
steps in accordance with applicable federal and state laws and regulations to ensure that the DBE’s have the opportunity to compete for and perform contracts. The Agency and its contractors
and subcontractors shall not discriminate on the basis of race, color, national origin origin or sex in the award and performance of contracts, entered pursuant to this Agreement. Furthermore,
the Agency agrees that: (a) Each financial assistance agreement signed with a US-DOT operating administration (or a primary recipient) must include the following assurance: “The recipient
shall not discriminate on the basis of race, color, national origin, or sex in the award and performance of any DOT-assisted contract or in the administration of its DBE program or the
requirements of 49 C.F.R. Part 26. The recipient shall take all necessary and reasonable steps under 49 C.F.R. Part 26 to ensure nondiscrimination in the award and administration of
DOT-assisted contracts. The recipient's DBE program, as required by 49 C.F.R. Part 26 and as approved by Department, is incorporated by reference in this Agreement. Implementation of
this program is a legal obligation and failure to carry out its terms shall be treated as a violation of this Agreement. Upon notification to the recipient of its failure to carry out
its approved program, the Department may impose sanctions as provided for under 49 C.F.R. Part 26 and may, in appropriate cases, refer the matter for enforcement under 18 U.S.C. 1001
and/or the Program Fraud Civil Remedies Act of 1986 (31 U.S.C. 3801 et seq.).” (b) Each contract signed with a contractor (and each subcontract the prime contractor signs with a subcontractor)
must include the following assurance: “The contractor, subrecipient or subcontractor shall not discriminate on the basis of race, color, national origin, or sex in the performance of
this contract. The contractor shall carry out applicable requirements of 49 C.F.R. Part 26 in the award and administration of DOT-assisted contracts. Failure by the contractor to carry
out these requirements is a material breach of this contract, which may result in the termination of this contract or such other remedy as the recipient deems appropriate.” 11.00 Compliance
with Conditions and Laws: The Agency shall comply and require its contractors and subcontractors to comply with all terms and conditions of this Agreement and all federal, state, and
local laws and regulations applicable to this project. Execution of this Agreement constitutes a certification that the Agency is in compliance with, and will require its contractors
and subcontractors to comply with, all requirements imposed by applicable federal, state, and local laws and regulations, including the “Certification Regarding Debarment, Suspension,
Ineligibility and Voluntary Exclusion – Lower Tier Covered Transactions,” in 49 C.F.R. Part 29, when applicable. 12.00 Restrictions, Prohibitions, Controls, and Labor Provisions: 12.01
Equal Employment Opportunity: In connection with the carrying out of any project, the Agency shall not discriminate against any employee or applicant for employment because of race,
age, religion, color, sex, national origin, disability or marital status. The Agency will take affirmative action to ensure that applicants are employed and that employees are treated
during employment without regard to their race, age, religion, color, gender, national origin, disability or marital status. Such action shall include, but not be limited to, the following:
employment upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including
apprenticeship. The Agency shall insert the foregoing provision modified only to show the particular contractual relationship in all its contracts in connection with the development
of operation of the project, except contracts for the standard commercial supplies or raw materials, and shall require all such contractors to insert a similar provision in all subcontracts,
except subcontracts for standard commercial supplies or raw materials. When the project involves installation, construction, demolition, removal, site improvement or similar work, the
Agency shall post, in Page 99 of 565
STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION LOCAL AGENCY PROGRAM AGREEMENT 525-010-40 PRODUCTION SUPPORT 02/09 Page 10 conspicuous places available to employees and applicants for
employment for project work, notices to be provided by the Department setting forth the provisions of the nondiscrimination clause. 12.02 Title VI – Civil Rights Act of 1964: The Agency
will comply with all the requirements imposed by Title VI of the Civil Rights Act of 1964, the regulations of the U.S. Department of Transportation issued thereunder, and the assurance
by the Agency pursuant thereto. The Agency shall include provisions in all contracts with third parties that ensure compliance with Title VI of the Civil Rights Act of 1964, 49 C.F.R.
Part 21, and related statutes and regulations. 12.03 Americans with Disabilities Act of 1990 (ADA): The Agency will comply with all the requirements as imposed by the ADA, the regulations
of the Federal government issued thereunder, and assurance by the Agency pursuant thereto. 12.04 Public Entity Crime: A person or affiliate who has been placed on the convicted vendor
list following a conviction for a public entity crime may not submit a bid on a contract to provide any goods or services to a public entity; may not submit a bid on a contract with
a public entity for the construction or repair of a public building or public work; may not submit bids on leases of real property to a public entity; may not be awarded or perform work
as a contractor, supplier, subcontractor or consultant under a contract with any public entity; and may not transact business with any public entity in excess of the threshold amount
provided in Section 287.017, Florida Statutes, for CATEGORY TWO for a period of 36 months from the date of being placed on the convicted vendor list. 12.05 Discrimination: In accordance
with Section 287.134, Florida Statutes, an entity or affiliate who has been placed on the Discriminatory Vendor List, kept by the Florida Department of Management Services, may not submit
a bid on a contract to provide goods or services to a public entity; may not submit a bid on a contract with a public entity for the construction or repair of a public building or public
work; may not submit bids on leases of real property to a public entity; may not be
awarded or perform work as a contractor, supplier, subcontractor or consultant under a contract with any public entity; and may not transact business with any public entity. 12.06 Suspension,
Revocation, Denial of Qualification or Determination of Contractor Non-Responsibility: An entity or affiliate who has had its Certificate of Qualification suspended, revoked, denied
or have further been determined by the Department to be a non-responsible contractor may not submit a bid or perform work for the construction or repair of a public building or public
work on a contract with the Agency. 12.07 Prohibited Interests: Neither the Agency nor any of its contractors or their subcontractors shall enter into any contract, subcontract or arrangement
in connection connection with the project or any property included or planned to be included in the project in which any member, officer or employee of the Agency or the locality during
tenure or for 2 years thereafter has any interest, direct or indirect. If any such present or former member, officer or employee involuntarily acquires or had acquired prior to the beginning
of tenure any such interest, and if such interest is immediately disclosed to the Agency, the Agency, with prior approval of the Department, may waive the prohibition contained in this
paragraph provided that any such present member, officer or employee shall not participate in any action by the Agency or the locality relating to such contract, subcontract or arrangement.
The Agency shall insert in all contracts entered into in connection with the project or any property included or planned to be included in any project, and shall require its contractors
to insert in each of their subcontracts, the following provision: "No member, officer or employee of the Agency or of the locality during his tenure or for 2 years thereafter shall have
any interest, direct or indirect, in this contract or the proceeds thereof." The provisions of this paragraph shall not be applicable to any agreement between the Agency and its fiscal
depositories or to any agreement for utility services the rates for which are fixed or controlled by a governmental agency. 12.08 Interest of Members of, or Delegates to, Congress: No
member or delegate to the Congress of the United States shall be admitted to any share or part of this Agreement or any benefit arising therefrom. 13.00 Miscellaneous Provisions: 13.01
Environmental Regulations: The Agency will be solely responsible for compliance with all the applicable Page 100 of 565
STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION LOCAL AGENCY PROGRAM AGREEMENT 525-010-40 PRODUCTION SUPPORT 02/09 Page 11 environmental regulations, for any liability arising from non-compliance
with these regulations, and will reimburse the Department for any loss incurred in connection therewith. The Agency will be responsible for securing any applicable permits. 13.02 Department
Not Obligated to Third Parties: The Department shall not be obligated or liable hereunder to any individual or entity not a party to this Agreement. 13.03 When Rights and Remedies Not
Waived: In no event shall the making by the Department of any payment to the Agency constitute or be construed as a waiver by the Department of any breach of covenant or any default
which may then exist on the part of the Agency and the making of such payment by the Department, while any such breach or default shall exist, shall in no way impair or prejudice any
right or remedy available to the Department with respect to such breach or default. 13.04 13.04 How Agreement Is Affected by Provisions Being Held Invalid: If any provision of this Agreement
is held invalid, the remainder of this Agreement shall not be affected. In such an instance, the remainder would then continue to conform to the terms and requirements of applicable
law. 13.05 Bonus or Commission: By execution of the Agreement, the Agency represents that it has not paid and, also agrees not to pay, any bonus or commission for the purpose of obtaining
an approval of its application for the financing hereunder. 13.06 State Law: Nothing in the Agreement shall require the Agency to observe or enforce compliance with any provision or
perform any act or do any other thing in contravention of any applicable state law. If any of the provisions of the Agreement violate any applicable state law, the Agency will at once
notify the Department in writing in order that appropriate changes and modifications may be made by the Department and the Agency to the end that the Agency may proceed as soon as possible
with the project. 13.07 Plans and Specifications: In the event that this Agreement involves constructing and equipping of facilities on the State Highway System, the Agency shall submit
to the Department for approval all appropriate plans and specifications covering the project. The Department will review all plans and specifications and will issue to the Agency a written
approval with any approved portions of the project and comments or recommendations covering any remainder of the project deemed appropriate. After resolution of these comments and recommendations
to the Department's satisfaction, the Department will issue to the Agency a written approval with said remainder of the project. Failure to obtain this written approval shall be sufficient
cause of nonpayment by the Department. The Agency will physically include Form FHWA-1273 in all its contracts and subcontracts. 13.08 Right-of-Way Certification: Upon completion of right-of-way
activities on the project, the Agency must certify compliance with all applicable federal and state requirements. Certification is required prior to advertisement for or solicitation
of bids for construction of the project, including those projects for which no right-of-way is required. 13.09 Agency Certification: The Agency will certify in writing, prior to project
closeout that the project was completed in accordance with applicable plans and specifications, is in place on the Agency’s facility, adequate title is in the Agency’s name, and the
project is accepted by the Agency as suitable for the intended purpose. 13.10 Agreement Format: All words used herein in the singular form shall extend to and include the plural. All
words used in the plural form shall extend to and include the singular. All words used in any gender shall extend to and include all genders. 13.11 Execution of Agreement: This Agreement
may be simultaneously executed in a minimum of two counterparts, each of which so executed shall be deemed to be an original, and such counterparts together shall constitute one in the
same instrument. 13.12 Restrictions on Lobbying: Federal: The Agency agrees that no federally-appropriated funds have been paid, or will be paid by or on behalf of the Agency, to any
person for influencing or attempting to influence any officer or employee of any federal agency, a Member of Congress, an officer or employee of Congress or an employee of a Member of
Congress in connection with the Page 101 of 565
STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION LOCAL AGENCY PROGRAM AGREEMENT 525-010-40 PRODUCTION SUPPORT 02/09 Page 12 awarding of any federal contract, the making of any federal grant,
the making of any federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment or modification of any federal contract, grant, loan
or cooperative agreement. If any funds other than federally-appropriated funds have been paid by the Agency to any person for influencing or attempting to influence an officer or employee
of any federal agency, a Member of Congress, an officer or employee of Congress or an employee of a Member of Congress in connection with this Agreement, the undersigned shall complete
and submit Standard Form-LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions. The Agency shall require that the language of this paragraph be included in the
award documents for all subawards at all tiers (including subcontracts, subgrants, and contracts under grants, loans, and cooperative agreements) and that all subrecipients shall certify
and disclose accordingly. State: No funds received pursuant to this contract may be expended for lobbying the Legislature, the judicial branch or a state agency. 13.13 Maintenance: The
Agency agrees to maintain any project not on the State Highway System constructed under this Agreement. If the Agency constructs any improvement on Department right-of-way, the Agency
will will not maintain the improvements made for their useful life. 13.14 Vendors Rights: Vendors (in this document identified as the Agency) providing goods and services to the Department
should be aware of the following time frames. Upon receipt, the Department has 5 working days to inspect and approve the goods and services unless the bid specifications, purchase order
or contract specifies otherwise. The Department has 20 days to deliver a request for payment (voucher) to the Department of Financial Services. The 20 days are measured from the latter
of the date the invoice is received or the goods or services are received, inspected, and approved. If a payment is not available within 40 days after receipt of the invoice and the
receipt, inspection, and approval of goods and services, a separate interest penalty in accordance with Section 215.422(3)(b), Florida Statutes, will be due and payable in addition to
the invoice amount to the Agency. Interest penalties of less than one $1 will not be enforced unless the Agency requests payment. Invoices which have to be returned to the Agency because
of Agency preparation errors will result in a delay in the payment. The invoice payment requirements do not start until a properly completed invoice is provided to the Department. A
Vendor Ombudsman has been established within the Department of Financial Services. The duties of this individual include acting as an advocate for Agencies who may be experiencing problems
in obtaining timely payment(s) from the Department. The Vendor Ombudsman may be contacted at 850-413-5516 or by calling the State Comptroller's Hotline, 877-693-5236. 13.15 Reimbursement
of Federal Funds: The Agency shall comply with all applicable federal guidelines, procedures, and regulations. If at any time a review conducted by FHWA reveals that the applicable federal
guidelines, procedures, and regulations were not followed by the Agency and FHWA requires reimbursement of the funds, the Agency will be responsible for repayment to the Department of
all funds awarded under the terms of this Agreement. Federal Economic Stimulus awards do not exempt the Agency from adherence to federal guidelines, procedures, and regulations. Page
102 of 565
STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION LOCAL AGENCY PROGRAM AGREEMENT 525-010-40 PRODUCTION SUPPORT 02/09 Page 13 IN WITNESS WHEREOF, the parties have caused these presents to
be executed the day and year first above written. AGENCY City of Miami Gardens STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION By: By: Name: Dr. Danny Crew Name: Title: City Manager Title:
Attest: Attest: Title: City Clerk Title: As to form: Legal Review: _______________________________________ Attorney Office of the General Counsel See attached Encumbrance Form for date
of funding approval by Comptroller. Page 103 of 565
STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION LOCAL AGENCY PROGRAM AGREEMENT EXHIBIT “A” PROJECT DESCRIPTION AND RESPONSIBILITIES 525-010-40 PRODUCTION SUPPORT 08/06 Page 14 FPN: 428648-1-58-01
This exhibit forms an integral part of the Agreement between the State of Florida, Department of Transportation and The City of Miami Gardens Dated 8-25-2010 PROJECT LOCATION: The project
is X is not on the National Highway System. The project is X is not on the State Highway System. PROJECT DESCRIPTION: Bridge replacement at NW 42 Ave and NW 178th Drive/NW 179th Street
SPECIAL CONSIDERATIONS BY AGENCY: The audit report(s) required in the Agreement shall include a Schedule of Project Assistance that will reflect the Department’s contract number, the
Financial Project Number (FPN), the Federal Authorization Number (FAN), where applicable, the amount of state funding action (receipt and disbursement of funds), any federal or local
funding action, and the funding action from any other source with respect to the project. project. The Agency is required to provide a copy of the design plans for the Department’s review
and approval to coordinate permitting with the Department, and notify the Department prior to commencement of any right-of-way activities. The Agency shall commence the project’s activities
subsequent to the execution of this Agreement and shall perform in accordance with the following schedule: a) Study to be completed by N/A . b) Design to be completed by N/A . c) Right-of-Way
requirements identified and provided to the Department by N/A . d) Right-of-Way to be certified by N/A . e) Construction contract to be let by 10-1-2011 . f) Construction to be completed
by 3-1-2012 . If this schedule cannot be met, the Agency will notify the Department in writing with a revised schedule or the project is subject to the withdrawal of federal funding.
SPECIAL CONSIDERATIONS BY DEPARTMENT: Page 104 of 565
STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION LOCAL AGENCY PROGRAM AGREEMENT EXHIBIT “B” SCHEDULE OF FUNDING 525-010-40 PROJECT MANAGEMENT OFFICE 08/06 Page 15 AGENCY NAME & BILLING
ADDRESS City of Miami Gardens 1515 NW 167 ST Bldg 5, Ste 200 Miami Gardens, FL 33169 FPN: 428648-1-58-01 PROJECT DESCRIPTION Name: Bridge replacement at NW 42 Ave and NW 178th Drive/NW
179th Street Length: Termini: TYPE OF WORK By Fiscal Year FUNDING (1) TOTAL PROJECT FUNDS (2) AGENCY FUNDS (3) STATE & FEDERAL FUNDS Planning 2006-2007 2007-2008 2008-2009 Total Planning
Cost Project Development & Environment (PD&E) 2006-2007 2007-2008 2008-2009 Total PD&E Cost Design 2006-2007 2007-2008 2010-2011 Total Design Cost Right-of-Way 2006-2007 2007-2008 2008-2009
Total Right-of-Way Cost Construction 2006-2007 2007-2008 2008-2009 2011-2012 $850,000 $14,850 $835,150 Total Construction Cost $850,000 $14,850 $835,150 Construction Engineering and
Inspection (CEI) 2006-2007 2007-2008 2008-2009 2011-2012 $80,000 $80,000 Total CEI Cost $80,000 $$80,000 Total Construction and CEI Costs $930,000 $94,850 $835,150 TOTAL COST OF THE
PROJECT $930,000 $94,850 $835,150, The Department's fiscal year begins on July 1. For this project, funds are not projected to be available until after the 1st of July of each fiscal
year. The Department will notify the Agency, in writing, when funds are available. Page 105 of 565
STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION LOCAL AGENCY PROGRAM AGREEMENT EXHIBIT “S” 2009 AMERICAN RECOVERY AND REINVESTMENT ACT (ARRA) JOB REPORTING 525-010-40 PRODUCTION SUPPORT
03/09 Page 16 FPN: 428648-1-58-01 This exhibit forms an integral part of the Agreement between the State of Florida, Department of Transportation (Department) and The City of Miami Gardens
Dated 10-25-2010 SPECIAL CONSIDERATIONS BY AGENCY: Compliance with the 2009 American Recovery and Reinvestment Act (ARRA) This project is subject to the criteria and conditions of the
2009 American Recovery and Reinvestment Act (ARRA). The Agency will satisfy the Federal reporting requirements for the project(s), such as the monthly employment report, for both the
Contractor and Subcontractor. The Agency will provide the required information on form(s) provided by the Department in the timeframe indicated in the instructions. The Agency will ensure
that the reporting requirements are included in all ARRA contracts and subcontracts. The Agency will withhold the Contractor’s progress payments, project acceptance, and final payment
for failure to comply with the requirements of the 2009 ARRA. Authority of the U.S. Comptroller General Section 902 of the 2009 ARRA provides the U.S. Comptroller General and his representatives
the authority: 1. To examine any records of the Contractor or any of its Subcontractors, or any State or Local Agency administering such contract, that directly pertain to, and involve
transactions relating to, the contract or subcontract; and 2. To interview any officer or employee of the Contractor or any of its Subcontractors, or of any State or Local Agency administering
the contract, regarding such transactions. Accordingly, the U.S. Comptroller General and his representatives shall have the authority and rights as provided under Section 902 of the
2009 ARRA with respect to this contract, which is funded with funds made available under the 2009 ARRA. Section 902 further states that nothing in this Section shall be interpreted to
limit or restrict, in any way, any existing authority of the U.S. Comptroller General. Authority of the U.S. Inspector General Section 1515(a) of the 2009 ARRA provides authority for
any representatives of the Inspector General to examine any records or interview any employee or officers working on this contract. The Contractor is advised that representatives of
the U.S. Inspector General have the authority to examine any record and interview any employee or officer of the Contractor, its Subcontractors or other firms working on this contract.
Section 1515(b) further provides that nothing in this Section shall be interpreted to limit or restrict, in any way, any existing authority of the Inspector General. Page 106 of 565
STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION LOCAL AGENCY PROGRAM AGREEMENT EXHIBIT “X” PROJECT ESTIMATE AND DISBURSEMENT SCHEDULE 525-010-40 PRODUCTION SUPPORT 05/09 Page 17 FPN: 428648-1-58-01
This exhibit forms an integral part of the Agreement between the State of Florida, Department of Transportation (Department) and The City of Miami Gardens Dated 10-25-2010 SPECIAL CONSIDERATIONS
BY AGENCY: The following paragraph replaces Section 4.00 Project Estimate and Disbursement Schedule of the Local Agency Program Agreement executed between the Department and Dated Prior
to the execution of this Agreement, a project schedule of funding shall be prepared by the Agency and approved by the Department. The Agency shall maintain said schedule of funding,
carry out the project, and shall incur obligations against and make disbursements of project funds only in conformity with the latest approved schedule of funding for the project. The
schedule of funding may be revised by execution of a LAP Supplemental Agreement Agreement between the Department and the Agency. The Agency acknowledges and agrees that funding for this
project or any American Recovery and Reinvestment Act (ARRA) project shall/may be reduced upon determination of the award amount and execution of a LAP Supplemental Agreement. If a LAP
Supplemental Agreement is executed, a copy of the LAP Supplemental should be forwarded to the Department’s Federal-Aid Management Office. Page 107 of 565
1515 NW 167 Street, Building 5 Suite 200 Miami Gardens, Florida 33169 City of Miami Gardens Agenda Cover Memo Council Meeting Date: September 22, 2010 Item Type: (Enter X in box) Resolution
Ordinance Other X Fiscal Impact: (Enter X in box) Yes No Ordinance Reading: (Enter X in box) 1st Reading 2nd Reading X Public Hearing: (Enter X in box) Yes No Yes No X Funding Source:
N/A Advertising Requirement: (Enter X in box) Yes No X Contract/P.O. Required: (Enter X in box) Yes No RFP/RFQ/Bid #: X N/A Sponsor Name Dr. Danny O. Crew, City Manager Department: Capital
Improvements Short Title: A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF MIAMI GARDENS, FLORIDA, AUTHORIZING THE CITY MANAGER TO WAIVE THE REVIEW OF THE ART IN PUBLIC PLACES ADVISORY
COMMITTEE (APPAC) FOR THE IMPLEMENTATION OF THE ART IN PUBLIC PLACES (AIPP) PROGRAM FOR THE BETTY T. FERGUSON RECREATION COMPLEX AMPHITHEATRE CONSTRUCTION PROJECT; PROVIDING FOR THE
ADOPTION OF REPRESENTATIONS; PROVIDING AN EFFECTIVE DATE. Staff Summary: Background In accordance with Section 2-11.15 Art in Public Places of the Miami-Dade County Code of Ordinances,
each municipality within Miami-Dade County shall provide for the acquisition of works of art equivalent to not less than one and one-half (1 ½) percent of the construction cost of new
public buildings. The reimbursement of any grant funding provided by Miami-Dade County is contingent upon meeting the requirements of the aforementioned County ordinance. In order to
obtain contracted grant funds, the Art in Public Places requirement must be met at the time of the construction project’s completion. City Ordinance 2010-22-230 was passed on September
8, 2010, establishing the City of Miami Gardens Art in Public Places (AIPP) Program. ITEM J-3) CONSENT AGENDA RESOLUTION Waive the reveiw of APPAC regarding the Betty T. Ferguson Recreation
Complex Page 108 of 565
1515 NW 167 Street, Building 5 Suite 200 Miami Gardens, Florida 33169 Current Situation At the of the adoption of City Ordinance 2010-22-230 on September 8, 2010, compared to the scheduled
date of completion for the AIPP program implementation at the Betty T. Ferguson Recreation Complex (formally known as Miami Gardens Community Center) Phase II – Amphitheatre, does not
allow an adequate timeframe to properly form the Art in Public Places Advisory Committee (APPAC) as outlined by the guidelines of the city’s ordinance. All other aspects of the City’s
AAIP process outlined in the Ordinance will be followed, including Council’s approval. In order to meet the above noted Miami-Dade County requirement to obtain reimbursement from the
Safe Neighborhood Parks and Building Better Communities (GOB) county grant funding, the City must move forward with the implementation of AIPP program without the formation of the Art
in Public Places Advisory Committee (APPAC). Any delay in the commencement of AIPP implementation for the Betty T. Ferguson Recreation Complex (formally known as Miami Gardens Community
Center) Phase II – Amphitheatre project would mean that the City would not meet the necessary time constraints; hence the project would not be in compliance with County requirements
for reimbursement of grant funding when the project achieves construction substantial completion. Proposed Action: In order to meet necessary time constraints to draw down on County-allocated
grant funds, it is recommended that City Council authorize the City Manager to waive the requirement of the Art in Public Places Advisory Committee (APPAC) review for the implementation
of Art in Public Places (AIPP) program for the Betty T. Ferguson Recreation Complex (formally known as Miami Gardens Community Center) Phase II – Amphitheatre project. Attachment: None.
Page 109 of 565
1 1 RESOLUTION No. 2010-2 3 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF 4 MIAMI GARDENS, FLORIDA, AUTHORIZING THE CITY 5 MANAGER TO WAIVE THE REVIEW OF THE ART IN PUBLIC 6 PLACES
ADVISORY COMMITTEE (APPAC) FOR THE 7 IMPLEMENTATION OF THE ART IN PUBLIC PLACES (AIPP) 8 PROGRAM FOR THE BETTY T. FERGUSON RECREATION 9 COMPLEX AMPHITHEATRE CONSTRUCTION PROJECT; 10
PROVIDING FOR THE ADOPTION OF REPRESENTATIONS; 11 PROVIDING AN EFFECTIVE DATE. 12 13 WHEREAS, Section 2-11.15, Miami-Dade County Code of Ordinances requires 14 each municipality within
Miami-Dade County to provide funds, for the acquisition of works 15 of arts, equivalent to not less than one and one-half (1 1/2) percent of the construction cost 16 of a new public
building, and 17 WHEREAS, on September 8, 2010, the City adopted Ordinance No. 2010-22-230 18 to implement its own Art in Public Places (AIPP) program to obtain control of the allocation
19 of funds and the selection of artwork, and 20 WHEREAS, the City’s Ordinance established an Art in Public Places Advisory 21 Committee (APPAC) to review and make recommendations for
the acquisition of works of 22 art, and 23 WHEREAS, pursuant to Section D(5) of Ordinance No. 2010-22-230, the City 24 Council “may” consider the recommendation of the APPAC prior to
making the required 25 appropriation for a City construction project, and 26 WHEREAS, the scheduled construction completion date of the amphitheatre at the 27 Betty T. Ferguson Recreation
Complex does not provide an adequate timeframe for the 28 formation of the APPAC to make recommendations on works of art, and Page 110 of 565
2 WHEREAS, in order to meet the requirements of Ordinance 1 No. 2010-22-230, the 2 City must move forward with the implementation of an AIPP program without the formation 3 of an APPAC,
4 NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY 5 OF MIAMI GARDENS, FLORIDA, AS FOLLOWS: 6 Section 1. ADOPTION OF REPRESENTATIONS: The foregoing Whereas 7 paragraphs
are hereby ratified and confirmed as being true, and the same are hereby 8 made a specific part of this Resolution. 9 Section 2. AUTHORIZATION: The City Council of the City of Miami
Gardens, 10 Florida hereby authorizes the City Manager to waive the review of the Art in Public 11 Places Committee (APPAC) for the implementation of the Art in Public Places (AIPP)
12 program for the Betty T. Ferguson Recreation Complex Amphitheatre construction 13 project. 14 Section 3. EFFECTIVE DATE: This Resolution shall take effect immediately 15 upon its
final passage. 16 PASSED AND ADOPTED BY THE CITY COUNCIL OF THE CITY OF MIAMI GARDENS 17 AT ITS REGULAR MEETING HELD ON___________________. 18 19 20 _________________________________
21 SHIRLEY GIBSON, MAYOR 22 ATTEST: 23 24 25 26 _________________________________ 27 RONETTA TAYLOR, MMC, CITY CLERK 28 29 Page 111 of 565
3 PREPARED BY: SONJA K. 1 DICKENS, CITY ATTORNEY 2 3 4 SPONSORED BY: DR. DANNY O. CREW, CITY MANAGER 5 6 7 8 MOVED BY:_____________________ 9 10 11 12 VOTE: _____ 13 14 Mayor Shirley
Gibson (Yes) ___(No) 15 Vice Mayor Aaron Campbell (Yes) ___(No) 16 Councilwoman Felicia Robinson (Yes) ___(No) 17 Councilman Oliver Gilbert, III (Yes) ___(No) 18 Councilwoman Lisa Davis
(Yes) ___(No) 19 Councilwoman Sharon Pritchett (Yes) ___(No) 20 Councilman André Williams (Yes) ___(No) 21 22 23 24 25 Page 112 of 565
1515 NW 167 Street, Building 5 Suite 200 Miami Gardens, Florida 33169 City of Miami Gardens Agenda Cover Memo Council Meeting Date: September 22, 2010 Item Type: (Enter X in box) Resolution
Ordinance Other X Fiscal Impact: (Enter X in box) Yes No Ordinance Reading: (Enter X in box) 1st Reading 2nd Reading X Public Hearing: (Enter X in box) Yes No Yes No X Funding Source:
N/A Advertising Requirement: (Enter X in box) Yes No X Contract/P.O. Required: (Enter X in box) Yes No RFP/RFQ/Bid #: X N/A Sponsor Name Dr. Danny O. Crew, City Manager Department: Capital
Improvements Short Title: A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF MIAMI GARDENS, FLORIDA, AUTHORIZING THE CITY MANAGER TO WAIVE THE REVIEW OF THE ART IN PUBLIC PLACES ADVISORY
COMMITTEE (APPAC) FOR THE IMPLEMENTATION OF THE ART IN PUBLIC PLACES (AIPP) PROGRAM FOR THE MIAMI CAROL CITY PARK RECREATION CONSTRUCTION PROJECT; PROVIDING FOR THE ADOPTION OF REPRESENTATIONS;
PROVIDING AN EFFECTIVE DATE. Staff Summary: Background In accordance with Section Section 2-11.15 Art in Public Places of the Miami-Dade County Code of Ordinances, each municipality
within Miami-Dade County shall provide for the acquisition of works of art equivalent to not less than one and one-half (1 ½) percent of the construction cost of new public buildings.
The reimbursement of any grant funding provided by Miami-Dade County is contingent upon meeting the requirements of the aforementioned County ordinance. In order to obtain contracted
grant funds, the Art in Public Places requirement must be met at the time of the construction project’s completion. City Ordinance 2010-22-230 was passed on September 8, 2010, establishing
the City of Miami Gardens Art in Public Places (AIPP) Program. ITEM J-4) CONSENT AGENDA RESOLUTION Waive the review of APPAC regarding the Miami Carol City Park Recreation Construction
Project Page 113 of 565
1515 NW 167 Street, Building 5 Suite 200 Miami Gardens, Florida 33169 Current Situation At the time from the adoption of City Ordinance 2010-22-230 on September 8, 2010 and compared
to the scheduled date of completion for the AIPP program implementation at the Miami Carol City Park Recreation Building project in November, does not allow an adequate timeframe to
properly form the Art in Public Places Advisory Committee (APPAC) as outlined by the guidelines of the city’s ordinance. All other aspects of the City’s AAIP process outlined in the
Ordinance will be followed, including Council’s approval. In order to meet the above noted Miami-Dade County ordinance requirement to obtain reimbursement from the Building Better Communities
(GOB) county grant funding, the City
must move forward with the implementation of AIPP program without the formation of the Art in Public Places Advisory Committee (APPAC). Any delay in the commencement of AIPP implementation
for the Miami Carol City Park Recreation Building project would mean that the City would not meet the necessary time constraints; hence the project would not be in compliance with County
requirements for reimbursement of grant funding when the project achieves construction substantial completion. Proposed Action: In order to meet necessary time constraints to draw down
on County-allocated grant funds, it is recommended that City Council authorize the City Manager to waive the requirement of the Art in Public Places Advisory Committee (APPAC) review
for the implementation of Art in Public Places (AIPP) program for the Miami Carol City Park Recreation Building project. Attachment: None. Page 114 of 565
1 1 RESOLUTION No. 2010-2 3 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF 4 MIAMI GARDENS, FLORIDA, AUTHORIZING THE CITY 5 MANAGER TO WAIVE THE REVIEW OF THE ART IN PUBLIC 6 PLACES
ADVISORY COMMITTEE (APPAC) FOR THE 7 IMPLEMENTATION OF THE ART IN PUBLIC PLACES (AIPP) 8 PROGRAM FOR THE MIAMI CAROL CITY PARK RECREATION 9 CONSTRUCTION PROJECT; PROVIDING FOR THE ADOPTION
10 OF REPRESENTATIONS; PROVIDING AN EFFECTIVE DATE. 11 12 WHEREAS, Section 2-11.15, Miami-Dade County Code of Ordinances requires 13 each municipality within Miami-Dade County to provide
funds, for the acquisition of works 14 of arts, equivalent to not less than one and one-half (1 1/2) percent of the construction cost 15 of a new public building, and 16 WHEREAS, on
September 8, 2010, the City adopted Ordinance No. 2010-22-230 17 to implement its own Art in Public Places (AIPP) program to obtain control of the allocation 18 of funds and the selection
of artwork, and 19 WHEREAS, the City’s Ordinance established an Art in Public Places Advisory Advisory 20 Committee (APPAC) to review and make recommendations for the acquisition of
works of 21 art, and 22 WHEREAS, pursuant to Section D(5) of Ordinance No. 2010-22-230, the City 23 Council “may” consider the recommendation of the APPAC prior to making the required
24 appropriation for a City construction project, and 25 WHEREAS, the scheduled construction completion date of Miami Carol City Park’s 26 recreation building does not provide an adequate
timeframe for the formation of the 27 APPAC to make recommendations on works of art, and Page 115 of 565
2 WHEREAS, in order to meet the requirements of 1 Ordinance No. 2010-22-230, City 2 staff is requesting that the City move forward with the implementation of an AIPP program 3 without
the formation of an APPAC, 4 NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY 5 OF MIAMI GARDENS, FLORIDA, AS FOLLOWS: 6 Section 1. ADOPTION OF REPRESENTATIONS: The foregoing
Whereas 7 paragraphs are hereby ratified and confirmed as being true, and the same are hereby 8 made a specific part of this Resolution. 9 Section 2. AUTHORIZATION: The City Council
of the City of Miami Gardens, 10 Florida hereby authorizes the City Manager to waive the review of the Art in Public 11 Places Committee (APPAC) for the implementation of the Art in
Public Places (AIPP) 12 program for the Miami Carol City Park Recreation construction project. 13 Section 3. EFFECTIVE DATE: This Resolution shall take effect immediately 14 upon its
final passage. 15 PASSED AND ADOPTED BY THE CITY COUNCIL OF THE CITY OF MIAMI GARDENS 16 AT ITS REGULAR REGULAR MEETING HELD ON___________________. 17 18 19 _________________________________
20 SHIRLEY GIBSON, MAYOR 21 ATTEST: 22 23 24 25 _________________________________ 26 RONETTA TAYLOR, MMC, CITY CLERK 27 28 29 PREPARED BY: SONJA K. DICKENS, CITY ATTORNEY 30 Page 116
of 565
3 1 2 SPONSORED BY: DR. DANNY O. CREW, CITY MANAGER 3 4 5 6 MOVED BY:_____________________ 7 8 9 10 VOTE: _____ 11 12 Mayor Shirley Gibson (Yes) ___(No) 13 Vice Mayor Aaron Campbell
(Yes) ___(No) 14 Councilwoman Felicia Robinson (Yes) ___(No) 15 Councilman Oliver Gilbert, III (Yes) ___(No) 16 Councilwoman Lisa Davis (Yes) ___(No) 17 Councilwoman Sharon Pritchett
(Yes) ___(No) 18 Councilman André Williams (Yes) ___(No) 19 20 21 Page 117 of 565
1515 NW 167 Street, Building 5 Suite 200 Miami Gardens, Florida 33169 City of Miami Gardens Agenda Cover Memo Council Meeting Date: September 22, 2010 Item Type: (Enter X in box) Resolution
Ordinance Other X Fiscal Impact: (Enter X in box) Yes No Ordinance Reading: (Enter X in box) 1st Reading 2nd Reading X Public Hearing: (Enter X in box) Yes No Yes No X X Funding Source:
General Funds – Information Tech. Advertising Requirement: (Enter X in box) Yes No X Contract/P.O. Required: (Enter X in box) Yes No RFP/RFQ/Bid #: ITN# -09-10-072 Server and Virtualization
Consolidation X Sponsor Name Dr. Danny O. Crew, City Manager Department: Information Technology Short Title: A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF MIAMI GARDENS, FLORIDA, AUTHORIZING
THE CITY MANAGER TO NEGOTIATE AND EXECUTE THAT CERTAIN AGREEMENT WITH CDW GOVERNMENT, LLC FOR THE PURCHASE OF COMPUTER SERVERS IN AN AMOUNT NOT TO EXCEED ONE HUNDRED TWENTY SIX THOUSAND,
SEVEN HUNDRED DOLLARS ($126,700.00) FOR PHASE ONE, ONE HUNDRED TWENTY SIX THOUSAND, SEVEN HUNDRED DOLLARS ($126,700.00) FOR PHASE TWO AND ONE HUNDRED FORTY THOUSAND, FOUR HUNDRED EIGHTY
NINE AND 20/100 ($140,489.20) FOR PHASE THREE, RESPECTIVELY; PROVIDING FOR THE ADOPTION OF REPRESENTATIONS; PROVIDING AN EFFECTIVE DATE. Staff Summary: Background: As the City of Miami
Gardens and the Police Department operations have grown, so too has the amount of data that must be stored on the City’s network. Currently, storage is primarily on site at City Hall
and is kept on several individual servers. As the data on each server is specific to its function, it creates many “single points of failure.” The Information Technology Department implemented
systems to back up and ITEM J-5) CONSENT AGENDA RESOLUTION Agreement with CDW Government Page 118 of 565
1515 NW 167 Street, Building 5 Suite 200 Miami Gardens, Florida 33169 duplicate many of the critical servers, but if the primary server goes down, it takes manual intervention to restore
service, which (in many cases) has caused long periods of outages. Technology has improved, now servers can be “virtualized” so that more than one kind of data can be stored on a single
server. This created a inherent backup system so that if one server goes out, the backup server automatically kicks in, making the outage transparent to the user and ensuring less productivity
loss due to technology outages. In an effort to tackle both the storage issue for keeping more data, and the redundancy issue to assure that data is up and available 99.9% of the time,
the City issued a solicitation for Virtualization and Storage. The specification issued was for one bidder to provide the services and equipment for a 3-phase deployment. The first phase
is to implement the solution at the Police Department, the second phase is to implement the solution at the City Hall and the third phase is to implement the solution at a Disaster Recovery
site. The ITN #09-10-072 broadcast on June 29, 2010, with notices sent to 951 vendors. Thirty-seven (37) proposal packages were requested. A mandatory pre-proposal meeting was held on
July 12, 2010, (7) seven vendors attended. The proposals were opened July 30, 2010. Two (2) proposals were received and publicly read for Server Virtualization & Storage Consolidation.
A copy of the proposal documents and submittals are available at the Assistant to the Mayor and Council’s office for review. The selection/evaluation committee consisted of: Ronald McKenzie,
Information Technology Director; Ricardo Castillo, Application Systems Manager; Tristan Lattibeaudiere, Application Systems Manager; and Min Wang, City Consultant. Each committee member
was provided the evaluation ranking sheet, proposals, copy of the solicitation and instructions as to the ranking process. The ranking sheets were returned to procurement on August 6,
2010. At which time the scores, excluding cost, were combined and totaled. A committee meeting was held on August 17, 2010 to tabulate and discuss the proposers cost estimates, reference
questions, and to determine if meetings with the vendors were needed. The committee held meetings with the companies on August 31, 2010. Upon conclusion of the meetings the evaluation
committee independently ranked the companies and submitted the forms to Procurement for the final tabulation. The proposals received were: Company CDW Government, LLC United Data Technologies
The total price for phase one will not exceed $126,700, the total price for phase two will not exceed $126,700 and the total price for the third phase will not exceed $140,489.20. The
prices are fixed. Phase one will begin in FY 10 and the other two phases will be implemented one at a time in FY 11 and FY 12 based on Council approval of the budget. Page 119 of 565
1515 NW 167 Street, Building 5 Suite 200 Miami Gardens, Florida 33169 Proposed Action: It is recommend that the Council approve the resolution authorizing the City Manager and City Attorney
to negotiate and execute an agreement for the expenditure of the following amounts not to exceed $126,700 in FY 10 for phase one, $126,700 for phase two and $140,489.20 for phase three
for Virtualization and Server Consolidation via SAN storage to CDW Government, LLC located in Vernon Hills, IL. Attachment: Attachment A – Evaluation Ranking Sheet Page 120 of 565
1 1 RESOLUTION No. 2010-2 3 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF 4 MIAMI GARDENS, FLORIDA, AUTHORIZING THE CITY 5 MANAGER TO NEGOTIATE AND EXECUTE THAT CERTAIN 6 AGREEMENT
WITH CDW GOVERNMENT, LLC FOR THE 7 PURCHASE OF COMPUTER SERVERS IN AN AMOUNT NOT 8 TO EXCEED ONE HUNDRED TWENTY SIX THOUSAND, 9 SEVEN HUNDRED DOLLARS ($126,700.00) FOR PHASE ONE, 10
ONE HUNDRED TWENTY SIX THOUSAND, SEVEN HUNDRED 11 DOLLARS ($126,700.00) FOR PHASE TWO AND ONE 12 HUNDRED FORTY THOUSAND, FOUR HUNDRED EIGHTY 13 NINE AND 20/100 ($140,489.20) FOR PHASE
THREE, 14 RESPECTIVELY; PROVIDING FOR THE ADOPTION OF 15 REPRESENTATIONS; PROVIDING AN EFFECTIVE DATE. 16 WHEREAS, the City of Miami Gardens City Hall and Police Department are in 17
need of new computer servers to accommodate its growth and technological advances, 18 and 19 WHEREAS, staff prepared specifications for new servers and ITN #09-10-072 20 was publicly
advertised and two (2) proposals were received and publicly read, and 21 WHEREAS, staff identified CDW Government, LLC, located in Vernon Hills, IL, 22 as the apparent lowest bidder,
and 23 WHEREAS, the proposed project will be completed in phases over the next three 24 fiscal years, subject to the availability of funds, and 25 WHEREAS, the proposed Agreement will
be in an amount not to exceed One 26 Hundred Twenty-Six Thousand, Seven Hundred Dollars ($126,700.00) during fiscal 27 years 2010 and 2011 and in an amount not to exceed One Hundred
Forty Thousand, 28 Four Hundred Eighty-Nine Dollars and 20/100 ($140,489.20) during fiscal year 2012, 29 NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY 30 OF MIAMI GARDENS,
FLORIDA, AS FOLLOWS: Page 121 of 565
2 Section 1. ADOPTION OF REPRESENTATIONS: 1 The foregoing Whereas 2 paragraphs are hereby ratified and confirmed as being true, and the same are hereby 3 made a specific part of this
Resolution. 4 Section 2. AUTHORIZATION: The City Council of the City of Miami Gardens 5 hereby authorizes the City Manager to negotiate and execute that certain Agreement 6 with CDW
Government, LLC, for the purchase of computer servers in an amount not to 7 exceed One Hundred Twenty-Six Thousand, Seven Hundred Dollars ($126,700.00) for 8 phase one, One Hundred Twenty-Six
Thousand, Seven Hundred Dollars ($126,700.00) 9 for phase two and One Hundred Forty Thousand, Four Hundred Eighty-Nine Dollars 10 and 20/100 ($140,489.20) for phase three, respectively.
11 Section 3. EFFECTIVE DATE: This Resolution shall take effect immediately 12 upon its final passage. 13 PASSED AND ADOPTED BY THE CITY COUNCIL OF THE CITY OF MIAMI GARDENS 14 AT ITS
REGULAR MEETING HELD ON___________________. 15 16 17 _________________________________ 18 SHIRLEY GIBSON, MAYOR 19 ATTEST: 20 21 22 23 _________________________________ 24 RONETTA TAYLOR,
MMC, CITY CLERK 25 26 27 PREPARED BY: SONJA K. DICKENS, CITY ATTORNEY 28 29 30 SPONSORED BY: DR. DANNY O. CREW, CITY MANAGER 31 32 Page 122 of 565
3 1 2 MOVED BY:_____________________ 3 4 5 6 VOTE: _____ 7 8 Mayor Shirley Gibson (Yes) ___(No) 9 Vice Mayor Aaron Campbell (Yes) ___(No) 10 Councilwoman Felicia Robinson (Yes) ___(No)
11 Councilman Oliver Gilbert, III (Yes) ___(No) 12 Councilwoman Lisa Davis (Yes) ___(No) 13 Councilwoman Sharon Pritchett (Yes) ___(No) 14 Councilman André Williams (Yes) ___(No) 15
16 17 Page 123 of 565
CITY OF MIAMI GARDENS PROCUREMENT DEPARTMENT EVALUATION RANKING SHEET ITN# 09-10-072 SERER VIRTUALIZATION & STORAGE CONSOLIDATION July 30, 2010 By signing this form as an Evaluator,
I certify that I have no conflict of interest Signed______________________________ Dated:_____________________ Company Proposer addresses requirements in Sec 4 &Sec 3 (max 120 pts) Statistical
data & pertinent information relative to repairs, mean time to failure, DOA, lifespan of hardware & platform flexibility (max 100 pts) Total Price (max 100 pts) Background & experience
of personnel assigned to City project (max 40 pts) Firm(s) located in CMG (max 20 pts.) Firm donate local schools (max. 20 pts) Total (max. 400 pts.) CDW.G, Vernon Hills, IL 111 97 87
39 0 0 334 UDT, Doral , FL 79 76 100 24 0 0 279 Comments: No Bid was received from DSM, Lakeland, FL Page 124 of 565
1515 NW 167 Street, Building 5 Suite 200 Miami Gardens, Florida 33169 City of Miami Gardens Agenda Cover Memo Council Meeting Date: September 22, 2010 Item Type: (Enter X in box) Resolution
Ordinance Other X Fiscal Impact: (Enter X in box) Yes No Ordinance Reading: (Enter X in box) 1st Reading 2nd Reading X Public Hearing: (Enter X in box) Yes No Yes No X X Funding Source:
Urban Area Security Initiative Grant Advertising Requirement: (Enter X in box) Yes No X Contract/P.O. Required: (Enter X in box) Yes No RFP/RFQ/Bid #: X Sponsor Name Dr. Danny O. Crew,
City Manager Department: City Manager’s Office Short Title: A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF MIAMI GARDENS, FLORIDA, AUTHORIZING THE CITY MANAGER AND THE CITY CLERK TO
EXECUTE AND ATTEST, RESPECTIVELY, THAT CERTAIN MEMORANDUM OF AGREEMENT WITH THE CITY OF MIRAMAR IN THE AMOUNT OF THREE HUNDRED EIGHTY-EIGHT THOUSAND, FOUR HUNDRED FIFTY DOLLARS ($388,450.00),
A COPY OF WHICH IS ATTACHED HERETO AS EXHIBIT “A”; PROVIDING FOR INSTRUCTIONS TO THE CITY CLERK; PROVIDING FOR THE ADOPTION OF REPRESENTATIONS; PROVIDING AN EFFECTIVE DATE. Staff Summary:
Background: The City of Miami Gardens has been identified by the Federal Department of Homeland Security as eligible to receive funding from the Urban Area Security Initiative (UASI)
Grant Program as a member of the Fort Lauderdale UASI. The City was awarded $388,450.00 under the 2009 UASI Grant for the purchase of Remote Incident Management Communications Devices
to improve the City’s ability to conduct remote site public safety operations. The 2009 grant guidance mandated that all named agencies dedicate at least twenty-five (25%) percent of
its allocation to training. This mandate was made in an effort to increase local agencies’ ability to ITEM J-6) CONSENT AGENDA RESOLUTION UASI Agreement Page 125 of 565
1515 NW 167 Street, Building 5 Suite 200 Miami Gardens, Florida 33169 respond immediately to natural or man-made disasters within the region. As such, the 2009 award includes funding
for Critical Incident Response Training Exercises for the Miami Gardens Police Department. The City of Miramar acts as the lead agency for the Fort Lauderdale UASI , and as such, the
City of Miami Gardens is a sub-granting agency of the City of Miramar in the Fort Lauderdale UASI. As the sub-granting agency the City Council must also approve and execute the attached
Memorandum of Agreement for participating Fort Lauderdale UASI agencies in order to utilize the grant funding listed above. Proposed Action: It is recommended that the City Council approve
the attached resolution authorizing the City Manager to execute the 2009 Memorandum of Agreement for Participating Fort Lauderdale UASI Agencies. Attachment: Attachment A – Memorandum
of Agreement Page 126 of 565
1 1 RESOLUTION No. 2010-2 3 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF 4 MIAMI GARDENS, FLORIDA, AUTHORIZING THE CITY 5 MANAGER AND THE CITY CLERK TO EXECUTE AND ATTEST, 6 RESPECTIVELY,
THAT CERTAIN MEMORANDUM OF 7 AGREEMENT WITH THE CITY OF MIRAMAR IN THE AMOUNT 8 OF THREE HUNDRED EIGHTY-EIGHT THOUSAND, FOUR 9 HUNDRED FIFTY DOLLARS ($388,450.00), A COPY OF WHICH 10
IS ATTACHED HERETO AS EXHIBIT “A”; PROVIDING FOR 11 INSTRUCTIONS TO THE CITY CLERK; PROVIDING FOR THE 12 ADOPTION OF REPRESENTATIONS; PROVIDING AN 13 EFFECTIVE DATE. 14 15 WHEREAS, the
City of Miami Gardens has been identified by the United States 16 Department of Homeland Security as being eligible to receive funding through the 2009 17 Urban Area Security Initiative
(“UASI”) Grant Program as a member of the Fort 18 Lauderdale UASI, and 19 WHEREAS, the City was awarded Three Hundred Eighty-Eight Thousand, Four 20 Hundred Fifty Dollars ($388,450.00)
for the purchase of remote incident management 21 communications devices to improve the City’s ability to communicate remote site public 22 safety operations, and 23 WHEREAS, pursuant
to the grant terms, all named agencies are required to 24 dedicate at least 25% of its allocated funding towards training, and 25 WHEREAS, as such, a portion of grant funds will be utilized
for critical incident 26 response training exercises for the Miami Gardens Police Department, and 27 WHEREAS, the City of Miramar acts as the lead agent for the Fort Lauderdale 28 UASI,
and the City of Miami Gardens is the sub-granting agency of the City of Miramar 29 in the Fort Lauderdale UASI, and Page 127 of 565
2 WHEREAS, as the sub-granting agency, the 1 City Council must approve the 2 attached Memorandum of Agreement for participating Fort Lauderdale UASI agencies in 3 order to utilize the
grant funding, 4 NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY 5 OF MIAMI GARDENS, FLORIDA, AS FOLLOWS: 6 Section 1. ADOPTION OF REPRESENTATIONS: The foregoing Whereas
7 paragraphs are hereby ratified and confirmed as being true, and the same are hereby 8 made a specific part of this Resolution. 9 Section 2. AUTHORIZATION: The City Council of the City
of Miami Gardens, 10 Florida hereby authorizes the City Manager and the City Clerk to execute and attest, 11 respectively, that certain Memorandum of Agreement with the City of Miramar
in the 12 amount of Three Hundred Eighty-Eight Thousand, Four Hundred Fifty Dollars 13 ($388,450.00), a copy of which is attached hereto as Exhibit “A”. 14 Section 3. INSTRUCTIONS TO
THE CITY CLERK: The City Clerk is hereby 15 authorized to obtain two (2) fully executed copies of the subject Agreement with one to 16 be maintained by the City, and one to be delivered
to the City of Miramar. 17 Section 4. EFFECTIVE DATE: This Resolution shall take effect immediately 18 upon its final passage. 19 PASSED AND ADOPTED BY THE CITY COUNCIL OF THE CITY OF
MIAMI GARDENS 20 AT ITS REGULAR MEETING HELD ON___________________. 21 22 23 _________________________________ 24 SHIRLEY GIBSON, MAYOR 25 ATTEST: 26 Page 128 of 565
3 1 2 3 _________________________________ 4 RONETTA TAYLOR, MMC, CITY CLERK 5 6 7 PREPARED BY: SONJA K. DICKENS, CITY ATTORNEY 8 9 10 SPONSORED BY: DR. DANNY CREW, CITY MANAGER 11 12
13 14 MOVED BY:_____________________ 15 16 17 18 VOTE: _____ 19 20 Mayor Shirley Gibson (Yes) ___(No) 21 Vice Mayor Aaron Campbell (Yes) ___(No) 22 Councilwoman Felicia S. Robinson (Yes)
___(No) 23 Councilman Oliver Gilbert, III (Yes) ___(No) 24 Councilwoman Lisa Davis (Yes) ___(No) 25 Councilwoman Sharon Pritchett (Yes) ___(No) 26 Councilman André Williams (Yes) ___(No)
27 28 29 Page 129 of 565
Page 1 of NUMPAGES 11 MEMORANDUM OF AGREEMENT EXHIBIT B FOR PARTICIPATING FORT LAUDERDALE UASI AGENCIES This Agreement is entered into this ______ day of ________________, 20__, by and
between the City of Miramar, a municipal corporation of the State of Florida (the “Sponsoring Agency”) and The City of Miami Gardens (the “Participating Agency”). RECITALS WHEREAS, The
United States Department of Homeland Security (DHS), through the Office of Grants and Training (OG&T), is providing financial assistance to the Fort Lauderdale Urban Area through the
FY 2009 Urban Area Security Initiative (UASI) Grant Program in the amount $5,881,547; and WHEREAS, the Sponsoring Agency is the coordinating agent for the Fort Lauderdale FY 2009 UASI
Grant Program; and WHEREAS, the OG&T requires that the urban areas selected for funding take a regional metropolitan area approach to the development and implementation of the FY 2009
UASI Grant Program and involve core cities, core counties, contiguous jurisdictions, mutual aid partners and State agencies; and WHEREAS, the Fort Lauderdale Urban Area has been defined
as the City of Miramar, City of Miami Gardens, City of Fort Lauderdale, City of Hollywood, City of Pembroke Pines, City of Coral Springs, City of Sunrise, Broward County and Palm Beach
County; and the Fort Lauderdale Urban Area Working Group includes the foregoing agencies as well as the Broward Sheriff’s Office, the Palm Beach County Sheriff’s Office, the Miami-Dade
County Police Department and the State Administrative Agency, represented by the Florida Department of Law Enforcement; and WHEREAS, the City of Miramar anticipates that it will be subgranting
a portion of the funds to the cities and counties listed above, as well as to the Broward Sheriff’s Page 130 of 565
Page 2 of NUMPAGES 11 Office and the Palm Beach County Sheriff’s Office, as members of the Fort Lauderdale UASI in accordance with the FY 2009 UASI Grant Program; and WHEREAS, the City
Commission of the City of Miramar, by Resolution No. 10-74, adopted on January 27, 2010, has approved the execution of the Federally-Funded Subgrant Agreement with the State of Florida,
and has authorized the City Manager to enter into this Agreement with each Participating Agency on behalf of the City of Miramar; and WHEREAS, the Sponsoring Agency wishes to work with
the Participating Agencies through the Urban Area Working Group process to enhance the ability of Miramar and its surrounding jurisdictions to respond to a terrorist threat or act. NOW
THEREFORE, in consideration of the foregoing, the parties hereto agree as follows: I. PURPOSE A. This Agreement delineates responsibilities of the Sponsoring Agency and the Participating
Agencies for activities under the FY 2009 Urban Areas Security Initiative (UASI) Grant Program Program which was made available by the U.S. Department of Homeland Security (DHS), through
the Office of Grants and Training (OG&T) and through the State of Florida Division of Emergency Management (DEM). B. This Agreement serves as the Scope of Work between a Participating
Agency and the Sponsoring Agency. II. SCOPE A. The provisions of this Agreement apply to FY 2009 UASI activities to be performed at the request of the Federal government, provided at
the option of the Sponsoring Agency, and in conjunction with, in preparation for or in anticipation of, a major disaster or emergency related to terrorism and/or weapons of mass destruction.
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Page 3 of NUMPAGES 11 B. No provision of this Agreement limits the activities of the Urban Area Working Group or its Sponsoring Agency in performing local and state functions. III. DEFINITIONS
A. Critical Infrastructure. Any system or asset that if attacked would result in catastrophic loss of life and/or catastrophic economic loss. B. The U.S. Department of Homeland Security
(DHS), Office of Grants and Training, Urban Areas Security Initiative (UASI) Grant Program (FY 2009). This program reflects the intent of Congress and the Administration to enhance and
quantify the preparedness of the nation to combat terrorism. The UASI Grant Program is being provided to address the unique equipment, training, planning, operational and exercise needs
of large high threat urban areas, and program activities must involve coordination by the named cities and counties, and any which are identified by the Urban Area Working Group and
the respective State Administrative Agency. Funding for the FY 2009 UASI Grant Program was was appropriated by the U.S. Congress and is authorized by Public Law 108-11, the Emergency
Wartime Supplemental Appropriations Act of 2003. The funding will provide assistance to build an enhanced and sustainable capacity to prevent, respond to and recover from threats or
acts of terrorism for the selected urban areas. C. National Incident Management System (NIMS). This system will provide a consistent nationwide approach for Federal, State, and local
governments to work effectively and efficiently together to prepare for, respond to and recover from domestic incidents, regardless of cause, size or complexity. To provide for interoperability
and compatibility among Federal, State and local capabilities, the NIMS will include a core set of concepts, principles, terminology and technologies covering the incident command system;
multi-agency coordination systems; unified command; training; and identification. According to current Homeland Security Grant Program Guidance, awardees must meet the NIMS compliance
compliance requirements in order to receive preparedness funding. State, Territory, Tribal and local governments are considered to be in full NIMS compliance if they have Page 132 of
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Page 4 of NUMPAGES 11 adopted and/or have implemented the FY 2005 and FY 2006 compliance activities, as described by the Federal Emergency Management Agency. D. Urban Area Working Group
(UAWG). The State Administrative Agency (SAA) Point of Contact (POC) must work through the Mayor/CEOs from all other jurisdictions within the defined urban area to identify POCs from
these jurisdictions to serve on the Urban Area Working Group. The Urban Area Working Group will be responsible for coordinating development and implementation of all program elements,
including the urban area assessment, strategy development and any direct services that are delivered by OG&T. E. Urban Area. An urban area is limited to inclusion of jurisdictions contiguous
to the named cities and counties, or with which the named cities and counties have established formal mutual aid agreements. IV. SPONSORING AGENCY SHALL BE RESPONSIBLE FOR: A. Providing
an administrative department, which shall be the City of Miramar Police Department, authorized to carry out the herein agreed upon responsibilities of the Sponsoring Agency. B. Coordinating
with named cities and counties, with the respective State Administrative Agency and with the OG&T. C. Conducting a comprehensive Urban Area Assessment, which in turn will guide development
of an Urban Area Homeland Security Strategy. D. Ensuring the participation of the following critical players in the assessment and strategy development process: law enforcement, emergency
medical services, emergency management, the fire service, hazardous materials, public works, governmental administrative, public safety communications, healthcare and public health.
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Page 5 of NUMPAGES 11 E. Developing a comprehensive Urban Area Homeland Security Strategy to be submitted to the SAA POC. F. Complying with the requirements or statutory objectives of
federal law. G. Ensuring satisfactory progress toward the goals or objectives set forth in the grant application. H. Following grant agreement requirements and/or special conditions,
including the terms, conditions, certifications and other requirements contained in the Federally-Funded Subgrant Agreement between the State of Florida, Division of Emergency Management,
and the City of Miramar, attached hereto as Exhibit “1” and hereby incorporated by reference. I. Submitting required reports. V. THE PARTICIPATING AGENCIES SHALL BE RESPONSIBLE FOR:
A. Providing an administrative department, which shall be the main liaison and partner with the City of Miramar Police Department, authorized to carry out the herein agreed upon responsibilities
of the Participating Agency. B. Developing subgrants for municipalities within each county county in accordance with UASI Grant Program FY 2009 requirements. Participating
Agencies and subgrantees must and hereby agree to comply with the requirements of the UASI Grant Program FY 2007 and the terms, conditions, certifications and other requirements contained
in the Federally-Funded Subgrant Agreement between the State of Florida, Division of Emergency Management, and the City of Miramar, attached hereto as Exhibit “1”, including but not
limited to budget authorizations, required accounting and reporting on fund usage, use of funds only for the intended purpose and tracking of federally funded assets. C. Submitting budget
detail worksheets for direct purchases of equipment or services. Page 134 of 565
Page 6 of NUMPAGES 11 D. Participating as a member of the Urban Area Working Group to include coordinating with and assisting the City of Miramar in conducting a comprehensive Urban
Area Assessment, which in turn will guide development of an Urban Area Homeland Security Strategy. E. Ensuring the participation of the following critical players in the assessment and
strategy development process: law enforcement, emergency medical services, emergency management, the fire service, hazardous materials, public works, governmental administrative, public
safety communications, healthcare and public health. F. Assisting the City of Miramar in development of a comprehensive Urban Area Homeland Security Strategy. G. Complying with the requirements
or statutory objectives of federal law. H. Ensuring satisfactory progress toward the goals or objectives set forth in the grant application. I. Submitting required reports. VI. THE SPONSORING
AGENCY AND THE PARTICIPATING AGENCY AGREE: A. That funding acquired and identified for the Urban Areas Security Initiative will be administered solely by the Sponsoring Agency. B. The
Participating Agencies will provide financial and performance reports to City of Miramar in a timely fashion. The City of Miramar will prepare consolidated reports for submission to
the State of Florida. C. The Sponsoring Agency is not responsible for personnel salaries, benefits, workers compensation or time related issues of the Participating Agency personnel.
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Page 7 of NUMPAGES 11 D. Sponsoring Agency and Participating Agency are subdivisions as defined in Chapter 768.28, Florida Statutes, and each party agrees to be fully responsible for
the respective acts and omissions of its agents or employees to the extent permitted by law. Nothing herein is intended to serve as a waiver of sovereign immunity by any party to which
sovereign immunity may be applicable. Nothing herein shall be construed as consent by a state agency or subdivision of the State of Florida to be sued by third parties in any manner
arising out of this Agreement or any other contract. E. The Participating Agency has been allocated $388,450 to be expended and reimbursed pursuant to the terms of this Agreement. VII.
FINANCIAL AGREEMENTS A. Financial and Compliance Audit Report: Recipients that expend $500,000 or more of Federal funds during their fiscal year are required to submit an organizationwide
financial and compliance audit report. The audit must be performed in accordance with the U.S. General Accounting Office Government Auditing Standards and OMB Circular A-133. B. The
Secretary of Homeland Security and the Comptroller General of the United States shall have access to any books, documents, and records of recipients of FY 2009 UASI Homeland Security
Grant Program assistance for audit and examination purposes, provided that, in the opinion of the Secretary of Homeland Security or the Comptroller General, these documents are related
to the receipt or use of such assistance. The grantee will also give the sponsoring agency or the Comptroller General, through any authorized representative, access to and the right
to examine all records, books, papers or documents related to the grant. C. Financial Status Reports are due within 45 days after the end of each calendar quarter. A report must be submitted
for every quarter that the award is active, Page 136 of 565
Page 8 of NUMPAGES 11 including partial calendar quarters, as well as for periods where no grant activity occurs. D. Categorical Assistance Progress Reports by the Sponsoring Agency,
the Participating Agency or by Subgrantees must be submitted to describe progress to date in implementing the grant and its impact on homeland security in the state. E. All financial
commitments herein are made subject to the availability of funds and the continued mutual agreements of the parties. VIII. CONDITIONS, AMENDMENTS, AND TERMINATION A. The Participating
Agency will not illegally discriminate against any employee or applicant for employment on the grounds of race, color, religion, sex, age, or national origin in fulfilling any and all
obligations under this Agreement. B. Any provision of this Agreement later found to be in conflict with Federal law or regulation, or invalidated by a court of competent jurisdiction,
shall be considered inoperable and/or superseded by that law or regulation. Any provision found inoperable is severable from this Agreement, and the remainder of the Agreement shall
remain in full force and effect. C. This Agreement may be modified or amended only with the written agreement of each of the parties. D. This Agreement may be terminated by either party
on thirty (30) days written notice to the other party. E. This Agreement shall be considered the full and complete agreement between the undersigned parties, and shall supersede any
prior Memorandum of Agreement among the parties regarding the subject of this Agreement, written or oral, except for any executory obligations that have not been fulfilled. Page 137
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Page 9 of NUMPAGES 11 F. This Agreement may be executed in several parts, each of which shall be considered a valid Agreement, provided that each of the parties to the Agreement has
executed at least one (1) original copy of the Agreement and has transmitted copy of the signature page hereof to the other parties. G. This Agreement will end on April, 30, 2012, unless
otherwise extended, at which time the parties may agree to renew the association. Renewal will be based on evaluation of the Sponsoring Agency’s ability to conform with procedures, training
and equipment standards as prescribed by the OG&T. H. Per Section (21), entitled “Lobbying Prohibition”, of the Federally-Funded State Grant Agreement, attached hereto as Exhibit “1”,
no funds or other resources received from the Division in connection with this Agreement may be used directly or indirectly to influence legislation or any other official action by the
Florida legislature or any state agency. The recipient certifies, by its signature to this Agreement, that to the best of his or her knowledge and belief: (1) no federal appropriated
funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress,
an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal Contract, the making of any Federal grant, the making of any
Federal loan, the entering into of any cooperative agreement and the extension, continuation, renewal, amendment or modification of any Federal contract, grant, loan or cooperative agreement;
and (2) if any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency,
a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this federal contract, grant, loan or cooperative agreement, the undersigned
shall complete Standard Form-LLL, “Disclosure Form to Report Lobbying”, in accordance with its instructions. The undersigned shall require that the language of this certification be
included in the award documents for all subawards at all tiers (including subcontracts, subgrants and contracts under grants, loans and cooperative agreements) and that all Page 138
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Page 10 of NUMPAGES 11 subrecipients shall certify and disclose accordingly. This certification is a material representation of fact upon which reliance was placed when this transaction
was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by Section 1352, Title 31, U.S. Code. Any person who
fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. SPONSORING AGENCY THE CITY OF
MIRAMAR, a municipal ATTEST: corporation of the State of Florida _____________________________ BY: __________________________ Yvette McLeary Robert A. Payton City Clerk City Manager
Approved as to form and legal sufficiency for the use of and reliance by the City of Miramar only: _____________________________ City Attorney Weiss Serota Helfman Pastoriza Cole & Boniske,
P.L., PARTICIPATING AGENCY __________________________ __________________________ ATTEST: _____________________________ BY: ___________________________ Name: Name: Title: Title: Page
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Page 11 of NUMPAGES 11 APPROVED AS TO FORM AND CORRECTNESS: _______________________________ Participating Agency Attorney Page 140 of 565
1515 NW 167 Street, Building 5 Suite 200 Miami Gardens, Florida 33169 City of Miami Gardens Agenda Cover Memo Council Meeting Date: September 8, 2010 Item Type: (Enter X in box) Resolution
Ordinance Other x Fiscal Impact: (Enter X in box) Yes No Ordinance Reading: (Enter X in box) 1st Reading 2nd Reading x Public Hearing: (Enter X in box) Yes No Yes No x Funding Source:
n/a Advertising Requirement: (Enter X in box) Yes No x Contract/P.O. Required: (Enter X in box) Yes No RFP/RFQ/Bid #: x n/a Sponsor Name Danny Crew City Manager Department: City Manager
Short Title: A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF MIAMI GARDENS, FLORIDA, AUTHORIZING THE CITY MANAGER AND THE CITY CLERK TO EXECUTE AND ATTEST, RESPECTIVELY, THAT CERTAIN
AGREEMENT TO TERMINATE THE CONTRACTUAL SERVICES WITH CEMUSA MIAMI, LTD. FOR THE PROVISION OF BUS SHELTERS, A COPY OF WHICH IS ATTACHED HERETO AS EXHIBIT “A”,; PROVIDING FOR INSTRUCTIONS
TO THE CITY CLERK; PROVIDING FOR THE ADOPTION OF REPRESENTATIONS; PROVIDING AN EFFECTIVE DATE. DATE. Staff Summary: In 2003, the County entered into an agreement with CEMUSA to supply
bus shelters in the City. The County later realized that the agreement should have been with the City. The City Council subsequently approved its own Agreement with Cemusa, which called
for CEMUSA to build shelters in return for selling advertising. The City also received 10 non-advertising shelters. CEMUSA has indicated that it is leaving the Florida market and will
be trying to find a replacement contractor. The attached agreement will transfer the ownership of the shelters, at no cost, to the City immediately, instead of in 2013 when the contract
expires. Cemusa is in the process of attempting to find a replacement contractor to service the shelters until such time they can sell their contract for the remainder of the term. ITEM
J-7) CONSENT AGENDA RESOLUTION Terminating the agreement with CEMUSA Miami LTD. Page 141 of 565
1515 NW 167 Street, Building 5 Suite 200 Miami Gardens, Florida 33169 Recommendation: RECOMMENDATION: To adopt the resolution and termination contract. Attachment: Exhibit “A” -Termination
Agreement Page 142 of 565
1 1 RESOLUTION No. 2010-2 3 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF 4 MIAMI GARDENS, FLORIDA, AUTHORIZING THE CITY 5 MANAGER AND THE CITY CLERK TO EXECUTE AND ATTEST, 6 RESPECTIVELY,
THAT CERTAIN AGREEMENT TO 7 TERMINATE THE CONTRACTUAL SERVICES WITH CEMUSA 8 MIAMI, LTD. FOR THE PROVISION OF BUS SHELTERS, A 9 COPY OF WHICH IS ATTACHED HERETO AS EXHIBIT “A”,; 10 PROVIDING
FOR INSTRUCTIONS TO THE CITY CLERK; 11 PROVIDING FOR THE ADOPTION OF REPRESENTATIONS; 12 PROVIDING AN EFFECTIVE DATE. 13 14 WHEREAS, in 2003, Miami-Dade County entered into an Agreement
with 15 Cemusa Miami, LTD (CEMUSA), to supply bus shelters throughout the City, and 16 WHEREAS, the Agreement was subsequently adopted and approved by the City 17 of Miami Gardens, and
18 WHEREAS, CEMUSA has indicated that it no longer desires to conduct business 19 in Florida, and 20 WHEREAS, the attached Agreement will immediately transfer ownership of the 21 bus
shelters to the City at no cost, 22 NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY 23 OF MIAMI GARDENS, FLORIDA, AS FOLLOWS: 24 Section 1. ADOPTION OF REPRESENTATIONS:
The foregoing Whereas 25 paragraphs are hereby ratified and confirmed as being true, and the same are hereby 26 made a specific part of this Resolution. 27 Section 2. AUTHORIZATION:
The City Council of the City of Miami Gardens, 28 Florida hereby authorizes the City Manager and the City Clerk to execute and attest, 29 respectively, that certain Agreement to terminate
the contractual services with Cemusa Page 143 of 565
2 Miami, LTD for the provision of bus shelters, a copy of 1 which is attached hereto as 2 Exhibit “A”. 3 Section 3. INSTRUCTIONS TO THE CITY CLERK: The City Clerk is hereby 4 authorized
to obtain two (2) fully executed copies of the subject Agreement with one to 5 be maintained by the City, and one to be delivered to Cemusa Miami, LTD. 6 Section 4. EFFECTIVE DATE: This
Resolution shall take effect immediately 7 upon its final passage. 8 PASSED AND ADOPTED BY THE CITY COUNCIL OF THE CITY OF MIAMI GARDENS 9 AT ITS REGULAR MEETING HELD ON___________________.
10 11 12 _________________________________ 13 SHIRLEY GIBSON, MAYOR 14 ATTEST: 15 16 17 18 _________________________________ 19 RONETTA TAYLOR, MMC, CITY CLERK 20 21 22 PREPARED BY:
SONJA K. DICKENS, CITY ATTORNEY 23 24 25 SPONSORED BY: DR. DANNY CREW, CITY MANAGER 26 27 28 29 MOVED BY:_____________________ 30 31 32 33 VOTE: _____ 34 35 Mayor Shirley Gibson (Yes)
___(No) 36 Vice Mayor Aaron Campbell (Yes) ___(No) 37 Councilwoman Felicia S. Robinson (Yes) ___(No) Page 144 of 565
3 Councilman Oliver Gilbert, 1 III (Yes) ___(No) 2 Councilwoman Lisa Davis (Yes) ___(No) 3 Councilwoman Sharon Pritchett (Yes) ___(No) 4 Councilman André Williams (Yes) ___(No) Page
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1515 NW 167 Street, Building 5 Suite 200 Miami Gardens, Florida 33169 1 City of Miami Gardens Agenda Cover Memo Council Meeting Date: September 22, 2010 Item Type: (Enter X in box) Resolution
Ordinance Other X Fiscal Impact: (Enter X in box) Yes No Ordinance Reading: (Enter X in box) 1st Reading 2nd Reading X Public Hearing: (Enter X in box) Yes No Yes No X Funding Source:
N/A Advertising Requirement: (Enter X in box) Yes No X Contract/P.O. Required: (Enter X in box) Yes No RFP/RFQ/Bid #: N/A X Sponsor Name Councilwoman Sharon Pritchett Department: Mayor
and City Council Short Title: A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF MIAMI GARDENS, SUPPORTING THE CHILDREN’S MOVEMENT OF FLORIDA; PROVIDING FOR INSTRUCTIONS TO THE CITY CLERK;
PROVIDING FOR THE ADOPTION OF REPRESENTATIONS; PROVIDING AN EFFECTIVE DATE. Staff Summary: In August 2008, Miami-Dade County voters approved a tax to authorize The Children’s Trust by
an overwhelming 85.4% vote. Through that tax, approximately One Hundred Million Dollars ($100,000,000.00) is raised annually for hundreds of early intervention and prevention programs
serving Miami-Dade County children. The reauthorization campaign was led by David Lawrence, Jr., a nationally known journalist and former publisher of the Miami Herald. Working alongside
Mr. Lawrence was Sergio Bendixen of Bendixen & Armandi, a public opinion research ITEM K-1) RESOLUTION Supporting the Children's Movement of Florida Page 179 of 565
1515 NW 167 Street, Building 5 Suite 200 Miami Gardens, Florida 33169 2 and communications consulting firm. After the successful reauthorization campaign for The Children’s Trust, Mr.
Bendixen sensed the need to develop a statewide movement to focus on children’s issues. As a result, The Children’s Movement of Florida was conceived. The Children’s Movement focuses
on the accessibility of healthcare, early childhood screening, quality child programs and education for Florida’s children. The Children’s Movement of Florida hosts “Milk Party” rallies
throughout the State to address it initiatives concerning quality healthcare, pre-kindergarten programs, mentoring and parent education. Proposed Action: Councilwoman Sharon Pritchett
recommends that the City Council offer a resolution of support to The Children’s Movement of Florida and of its efforts in helping Florida’s children. Attachment: None. Page 180 of 565
1 1 RESOLUTION No. 2010-2 3 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF 4 MIAMI GARDENS, SUPPORTING THE CHILDREN’S 5 MOVEMENT OF FLORIDA PROVIDING FOR INSTRUCTIONS 6 TO THE CITY
CLERK; PROVIDING FOR THE ADOPTION OF 7 REPRESENTATIONS; PROVIDING AN EFFECTIVE DATE. 8 9 WHEREAS, in August 2008, the voters of Miami-Dade County approved a tax 10 that authorized the
Children’s Trust by an overwhelming 85.4% vote, and 11 WHEREAS, through that tax, approximately One Hundred Million Dollars 12 ($100,000,000.00) is raised annually for hundreds of early
intervention and prevention 13 programs serving Miami-Dade County’s children, and 14 WHEREAS, the reauthorization campaign for the Children’s Initiative was lead by 15 David Lawrence,
Jr., a nationally known journalist and former publisher of the Miami 16 Herald, who has devoted himself to children’s issues, and who has emerged as a leader 17 in children’s issues,
and 18 WHEREAS, Sergio Bendixen of Bendixen & Amandi, who is also a champion of 19 early childhood issues, sensed a need for a statewide movement to focus on children’s 20 issues, and
21 WHEREAS, this collaboration created the Children’s Movement of Florida, also 22 known as the Florida’s Children’s Movement, and 23 WHEREAS, the Children’s Movement of Florida does
not advocate for new taxes 24 or an increase in existing taxes, but instead focuses on the belief that children must be 25 the State’s highest priority and that they should receive a
full and fair share of the 26 State’s resources, and Page 181 of 565
2 WHEREAS, Florida has the second highest number 1 of uninsured children in the 2 nation, the Florida child abuse rate is more than double the national average and for two 3 years in
a row, Florida is the only state to decrease funding for pre-K programs, 4 WHEREAS, this small grassroots movement hosted groups of Florida citizens 5 and business and community leaders,
to develop policy issues and initiatives to address 6 the health and safety of Florida’s children, and 7 WHEREAS, as the result of additional focus groups attended by the members of
8 the Governor’s cabinet and members of the House of Representatives, various initiative 9 were developed, and 10 WHEREAS, the number one initiative was healthcare to ensure that , every
child 11 in the State would have access to health insurance and to ongoing relationships with a 12 pediatrician, well-child visits, immunizations, other preventative measures, and 13
treatment of illnesses, and 14 WHEREAS, Initiative 2 focus on early intervention which involves screening 15 every child at birth and at ages 2, 4 and 6 to assess any special needs and
access to 16 speech, physical or behavior therapy, and 17 WHEREAS, initiatives 3-6 were also developed to lengthen the school year and 18 day, create quality child programs and kindergarten
programs throughout the State, that 19 would be using on research-based curricula, and strengthen parenting skills for every 20 new parent, including teen parents, and 21 WHEREAS, in
August of 2009, Bendixen & Amandi with others conducted a 22 scientific survey of Florida voters to determine the most important issues affecting 23 Florida’s children, and Page 182
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3 WHEREAS, as a result of that poll, it was determined t 1 hat the main priority for 2 Florida’s children is health insurance for all of Florida’s children, and second most was 3 accessible
and affordable screening being made available to parents during the early 4 years of a child, and 5 WHEREAS, the top educational issue involved improving the quality of Florida’s 6 voluntary
universal Pre-Kindergarten Program, and 7 WHEREAS, the Children’s Movement of Florida continues to strive towards 8 meeting all of the initiatives through a twenty seven member non-partisan
steering 9 committee, and 10 WHEREAS, The Children’s Movement has organized “Milk Parties”, and 11 WHEREAS, Milk Parties are rallies hosted by the Florida Children’s Movement 12 throughout
the State, whereby initiatives of the Florida Children’s Movement are 13 addressed including quality health care, pre-kindergarten programs, mentoring 14 programs and parent education,
and 15 WHEREAS, these rallies are scheduled to take place across the state including 16 Miami-Dade county, and 17 WHEREAS, Councilwoman Sharon Pritchett is recommending that the City
18 Council offer a resolution of support to the Florida Children’s Movement and of its efforts 19 in helping Florida’s children, 20 NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL
OF THE CITY 21 OF MIAMI GARDENS, FLORIDA, AS FOLLOWS: Page 183 of 565
4 Section 1. ADOPTION OF REPRESENTATIONS: 1 The foregoing Whereas 2 paragraphs are hereby ratified and confirmed as being true, and the same are hereby 3 made a specific part of this
Resolution. 4 Section 2. EXPRESSION OF SUPPORT: The City Manager and the City 5 Council of Miami Gardens, hereby support the efforts of the Florida Children’s 6 Movement in helping Florida’s
children. 7 Section 3. INSTRUCTIONS TO THE CITY CLERK: The City Clerk is hereby 8 directed to send certified copies of this Resolution to Governor Charlie Crist, David 9 Lawrence, Jr.
and Sergio Bendixen of The Children’s Movement of Florida. 10 Section 4. EFFECTIVE DATE: This Resolution shall take effect immediately 11 upon its final passage. 12 PASSED AND ADOPTED
BY THE CITY COUNCIL OF THE CITY OF MIAMI GARDENS 13 AT ITS REGULAR MEETING HELD ON___________________. 14 15 16 _________________________________ 17 SHIRLEY GIBSON, MAYOR 18 ATTEST:
19 20 21 22 _________________________________ 23 RONETTA TAYLOR, MMC, CITY CLERK 24 25 26 PREPARED PREPARED BY: SONJA K. DICKENS, CITY ATTORNEY 27 28 29 SPONSORED BY: SHARON PRITCHETT,
COUNCILWOMAN 30 31 32 33 MOVED BY:_____________________ Page 184 of 565
5 1 2 3 4 VOTE: _____ 5 6 Mayor Shirley Gibson (Yes) ___(No) 7 Vice Mayor Aaron Campbell (Yes) ___(No) 8 Councilwoman Felicia Robinson (Yes) ___(No) 9 Councilman Oliver Gilbert, III
(Yes) ___(No) 10 Councilwoman Lisa Davis (Yes) ___(No) 11 Councilwoman Sharon Pritchett (Yes) ___(No) 12 Councilman André Williams (Yes) ___(No) 13 14 15 16 Page 185 of 565
1515 NW 167 Street, Building 5 Suite 200 Miami Gardens, Florida 33169 City of Miami Gardens Agenda Cover Memo Council Meeting Date: September 22, 2010 Item Type: (Enter X in box) Resolution
Ordinance Other x Fiscal Impact: (Enter X in box) Yes No Ordinance Reading: (Enter X in box) 1st Reading 2nd Reading x Public Hearing: (Enter X in box) Yes No Yes No Funding Source:
This is the funding source for City Hall Advertising Requirement: (Enter X in box) Yes No Contract/P.O. Required: (Enter X in box) Yes No RFP/RFQ/Bid #: x Sponsor Name Danny Crew Department:
City Manager Short Title: A RESOLUTION OF THE CITY OF MIAMI GARDENS, FLORIDA, AUTHORIZING THE FINANCING OF CERTAIN OF ITS CAPITAL NEEDS THROUGH A MASTER LEASE PROGRAM AND IN CONNECTION
THEREWITH AUTHORIZING EXECUTION OF A MASTER LEASE PURCHASE AGREEMENT AND APPROVING THE FORM OF A MASTER TRUST AGREEMENT AND APPOINTING A TRUSTEE THEREUNDER; AUTHORIZING THE NEGOTIATED
SALE OF CERTIFICATES OF PARTICIPATION, SERIES 2010A IN AN AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $55,000,000, TO BE ISSUED AS BUILD AMERICA BONDS OR CONVENTIONAL TAX-EXEMPT CERTIFICATES
OR A COMBINATION OF BUILD AMERICA BONDS AND CONVENTIONAL TAX-EXEMPT CERTIFICATES, AND AUTHORIZING EXECUTION AND DELIVERY OF A CERTIFICATE PURCHASE CONTRACT FOR THE SERIES 2010A CERTIFICATES;
AND IN CONNECTION THEREWITH AUTHORIZING EXECUTION OF SCHEDULE 2010A TO THE MASTER LEASE PURCHASE AGREEMENT, A SERIES 2010A GROUND LEASE, AND A CONTINUING DISCLOSURE CERTIFICATE; APPROVING
THE FORM OF A SERIES 2010A SUPPLEMENTAL TRUST AGREEMENT AND A SERIES 2010A ASSIGNMENT AGREEMENT; APPROVING THE FORM OF A PRELIMINARY OFFERING STATEMENT AND AUTHORIZING ITS DISTRIBUTION
AND USE IN CONNECTION WITH THE OFFERING FOR SALE OF THE SERIES 2010A CERTIFICATES; AUTHORIZING EXECUTION AND DELIVERY OF A FINAL OFFERING STATEMENT FOR THE SERIES 2010A CERTIFICATES;
PROVIDING CERTAIN COVENANTS AND OTHER REQUIREMENTS; AUTHORIZING THE ACCEPTANCE OF A COMMITMENT FOR THE ISSUANCE OF A MUNICIPAL BOND INSURANCE POLICY SECURING THE SERIES 2010A CERTIFICATES;
AUTHORIZING INCIDENTAL ACTIONS; AND PROVIDING FOR AN EFFECTIVE DATE. ITEM K-2) RESOLUTION New City Hall Project Item Page 186 of 565
1515 NW 167 Street, Building 5 Suite 200 Miami Gardens, Florida 33169 Staff Summary: Attached is the City’s master lease purchase agreement establishing the terms and conditions for
the city hall and its associated financing. Terms are still as we discussed using of $55 million in certificates-of-participation, either traditional or Build America Bonds or a combination
based on the City’s lowest borrowing rate as of the date of sale. Recommendation: That City Council approve the resolution and authorize the financing go forward. . Attachment: Master
Lease and its attachments Page 187 of 565
RESOLUTION NO. 2010-A RESOLUTION OF THE CITY OF MIAMI GARDENS, FLORIDA, AUTHORIZING THE FINANCING OF CERTAIN OF ITS CAPITAL NEEDS THROUGH A MASTER LEASE PROGRAM AND IN CONNECTION THEREWITH
AUTHORIZING EXECUTION OF A MASTER LEASE PURCHASE AGREEMENT AND APPROVING THE FORM OF A MASTER TRUST AGREEMENT AND APPOINTING A TRUSTEE THEREUNDER; AUTHORIZING THE NEGOTIATED SALE OF
CERTIFICATES OF PARTICIPATION, SERIES 2010A IN AN AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $55,000,000, TO BE ISSUED AS BUILD AMERICA BONDS OR CONVENTIONAL TAX-EXEMPT CERTIFICATES OR
A COMBINATION OF BUILD AMERICA BONDS AND CONVENTIONAL TAX-EXEMPT CERTIFICATES, AND AUTHORIZING EXECUTION AND DELIVERY OF A CERTIFICATE PURCHASE CONTRACT FOR THE SERIES 2010A CERTIFICATES;
AND IN CONNECTION THEREWITH AUTHORIZING EXECUTION OF SCHEDULE 2010A TO THE MASTER LEASE PURCHASE AGREEMENT, A SERIES 2010A GROUND LEASE, AND A CONTINUING DISCLOSURE CERTIFICATE; APPROVING
THE FORM OF A SERIES 2010A SUPPLEMENTAL TRUST AGREEMENT AND A SERIES 2010A ASSIGNMENT AGREEMENT; APPROVING THE FORM OF A PRELIMINARY OFFERING STATEMENT AND AUTHORIZING ITS DISTRIBUTION
AND USE IN CONNECTION WITH THE OFFERING FOR SALE OF THE SERIES 2010A CERTIFICATES; AUTHORIZING EXECUTION AND DELIVERY OF A FINAL OFFERING STATEMENT FOR THE SERIES 2010A CERTIFICATES;
PROVIDING CERTAIN COVENANTS AND OTHER REQUIREMENTS; AUTHORIZING THE ACCEPTANCE OF A COMMITMENT FOR THE ISSUANCE OF A MUNICIPAL BOND INSURANCE POLICY SECURING THE SERIES 2010A CERTIFICATES;
AUTHORIZING INCIDENTAL ACTIONS; AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the City of Miami Gardens, Florida (the “City”) has determined to finance and refinance certain of its capital
needs through a master lease purchase agreement, and WHEREAS, the City has the power pursuant to the Charter of the City, the Constitution of the State of Florida, Chapter 166, Florida
Statutes, as amended, and other applicable provisions of law (collectively, the “Act”) to receive, purchase, acquire, lease, sell, hold, transmit and convey title to real and personal
property for municipal purposes, and to enter into leases or lease purchase agreements for necessary grounds and facilities for municipal purposes, and Page 188 of 565
-2 -WHEREAS, the Miami Gardens Leasing Corporation (the “Corporation”), a not-for-profit corporation organized solely to benefit the City pursuant to Chapter 617, Florida Statutes, and
a not-for-profit corporation duly organized and existing under the laws of the State of Florida, has been formed to lease purchase certain real property,
municipal facilities and equipment to the City, and WHEREAS, the Corporation and the City will provide for the lease purchase financing of certain real property, buildings and improvements,
and the equipment, fixtures and furnishings built or to be built, installed or established therein (the “Facilities”) from time to time by entering into a Master Lease Purchase Agreement,
as the same may be supplemented and amended from time to time (the “Master Lease”), and related agreements, and WHEREAS, the Facilities to be leased from time to time are identified
on separate Schedules (each a “Schedule”) attached to the Master Lease, and WHEREAS, the City and the Corporation have determined to execute Schedule 2010A for the lease-purchase financing
of the Series 2010A Facilities to be specified therein (the “Series 2010A Facilities”) (the Master Lease together with Schedule 2010A, the “Series 2010A Lease”), and WHEREAS, the City,
as ground lessor, will ground lease certain real property and improvements constituting the Series 2010A Facility Sites thereon (the “Series 2010A Facility Sites”) to the Corporation,
as ground lessee, and the Corporation will take and lease certain real property and improvements from the City, pursuant to a Series 2010A Ground Lease (the “Series 2010A Ground Lease”),
which may be amended from time to time without further action by the City upon addition or deletion of portions of the Series 2010A Facility Site or upon correction of a description
of a Series 2010A Facility Site, and WHEREAS, in accordance with the provisions of the Act including, without limitation, Section 4.3 of the Charter of the City, and after due notice
as required by law, the City Council Council of the City of Miami Gardens, Florida (the “City Council”) enacted Ordinance No. 2010-20-228 on July 28, 2010 authorizing the ground leasing
of the Series 2010A Facility Sites to the Corporation pursuant to, and approving the execution and delivery of, the Series 2010A Ground Lease between the City and the Corporation, and
WHEREAS, the Corporation has determined to enter into a Master Trust Agreement with the trustee designated therein (the “Trustee”), providing for the issuance of series of certificates
of participation to the public from time to time, representing undivided proportionate interests in the principal portion and interest portion of the basic lease payments to be made
by the City under the Master Lease and the Schedule or Schedules relating to such series of certificates, and WHEREAS, to accomplish the lease-purchase financing of the Series 2010A
Facilities the City wishes to approve the issuance by the Trustee of a series of certificates of participation in an aggregate principal amount not to exceed $55,000,000, Page 189 of
565
-3 -Certificates of Participation, Series 2010A (the “Series 2010A Certificates”), representing undivided proportionate interests in the principal portion and interest portion of the
basic lease payments to be made by the City under the Series 2010A Lease, and WHEREAS, the Corporation and the Trustee will enter into a Series 2010A Supplemental Trust Agreement (the
“Series 2010A Supplemental Trust Agreement”), pursuant to which the Series 2010A Certificates will be issued, and WHEREAS, the Corporation and the Trustee will enter into a Series 2010A
Assignment Agreement (the “Series 2010A Assignment Agreement”) pursuant to which the Corporation will unconditionally and irrevocably assign, without recourse, all of its right, title
and interest as lessee of the Series 2010A Facility Sites under the Series 2010A Ground Lease and as sublessor of such Series 2010A Facility Sites and as lessor of the related Series
2010A Facilities under the Series 2010A Lease, except for certain rights to indemnification and to receive notices and to hold title to certain Series 2010A Facilities, to the Trustee
for the benefit of the holders of Series 2010A Certificates and any refunding certificates representing an undivided proportionate interest in the Basic Lease Payments payable under
the Series 2010A Lease, and WHEREAS, if deemed to be in the best interest of the City, payments represented by all or a portion of the Series 2010A Certificates may be insured by an
insurance policy (the “Series 2010A Policy”) to be issued by a municipal bond insurance company approved by the City Manager (the “Series 2010A Insurer”), and WHEREAS, the capital markets
have experienced unprecedented disruptions and a general contraction of available credit, and WHEREAS, on February 17, 2009, the American Recovery and Reinvestment Act of 2009 (“ARRA”)
was enacted to provide a stimulus to the economy, including provisions for alternative forms of financing capital expenditures by state and local governments, and WHEREAS, Section 1531
of ARRA added § 54AA to the Internal Revenue Code of 1986, as amended (the “Code”), authorizing state and local governments, at their option, to issue taxable obligations to finance
capital expenditures called Build America Bonds (Direct Payment) (as such term is further described in IRS Notice 2009-26 published in Internal Revenue Bulletin 2009-16 dated April 20,
2009, “Build America Bonds (Direct Payment)”), and WHEREAS, the issuer of such Build America Bonds (Direct Payment) is entitled to receive, on each interest payment date, cash subsidy
payments from the United States Department of the Treasury (the “Treasury”) in an amount equal to 35% of the interest payable by the issuer on such interest payment date on any obligations
issued as Build America Bonds (Direct Payment) (such cash subsidy payments are referred to herein collectively as the “Federal Subsidy Payments”), and Page 190 of 565
-4 -WHEREAS, in order to preserve flexibility for the City with respect to changes in the financial market which may occur prior to the sale of the Series 2010A Certificates and which,
if deemed to be in the best interest of the City, may make it advantageous to designate all or a portion of the Series 2010A Lease as Build America Bonds (Direct Payment) (as evidenced
by certificates of participation, “BAB (Direct Payment) Certificates”) or traditional tax-exempt lease obligations (as evidenced by certificates of participation, “Tax-Exempt Certificates”),
the City wishes to approve the issuance of the Series 2010A Certificates as BAB (Direct Payment) Certificates, Tax-Exempt Certificates or a combination of BAB (Direct Payment) Certificates
and Tax-Exempt Certificates. NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF MIAMI GARDENS, FLORIDA, AS FOLLOWS: SECTION 1. The City Council hereby determines that it
is in the best interest of the City to finance certain of its capital needs through a master lease purchase agreement pursuant to the Act and the Master Lease Purchase Agreement attached
hereto as Exhibit A between the City and the Corporation, and to accomplish the leasepurchase financing of the such capital needs the City Council hereby approves the issuance by the
Trustee of certificates of participation pursuant to the Master Trust Agreement attached hereto as Exhibit D (the “Master Trust Agreement”), between the Corporation and the Trustee.
SECTION 2. The Master Lease substantially in the form submitted to this meeting and attached hereto as Exhibit A is hereby approved, with such insertions, modifications and changes as
may be approved by the Mayor and, upon such approval by the Mayor, the Mayor or Vice Mayor and the City Clerk or Deputy City Clerk are hereby authorized and directed to execute the Master
Lease with any insertions, modifications and changes so approved by the Mayor. The execution of the Master Lease by the Mayor or Vice Mayor and the City Clerk or Deputy City Clerk shall
constitute conclusive evidence of the approval thereof. SECTION 3. Schedule 2010A, which together with the Master Lease constitutes the Series 2010A Lease, substantially in the form
submitted to this meeting and attached hereto as Exhibit B, is hereby approved, with such insertions, modifications and changes as may be approved by the Mayor including, without limitation,
such insertions, modifications and changes as may be necessary to provide details with respect to Tax-Exempt Certificates and/or BAB (Direct Payment) Certificates. The Mayor or Vice
Mayor and the City Clerk or Deputy City Clerk, upon such approval by the Mayor, are hereby authorized and directed to execute Schedule 2010A with any insertions, modifications and changes
so approved by the Mayor. The execution of a Schedule 2010A by the Mayor or Vice Mayor and the City Clerk or Deputy City Clerk shall constitute conclusive evidence of the approval thereof.
The City also authorizes the execution and delivery of a memorandum of lease with respect to to the Series 2010A Lease and the recording thereof in the Official Public Records of Miami-Dade
County, Florida. Page 191 of 565
-5 -SECTION 4. In order to preserve flexibility for the City with respect to and be prepared for changes in the financial market which may occur prior to the sale of the Series 2010A
Certificates which would make it in the best interests of the City to issue Tax-Exempt Certificates, BAB (Direct Payment) Certificates or a combination of BAB (Direct Payment) Certificates
and Tax-Exempt Certificates, the City Council hereby authorizes the designation of all or a portion of the Series 2010A Lease as Build America Bonds (Direct Payment) and the Certificates
representing such Basic Lease Payments as BAB (Direct Payment) Certificates, with the portion of the Series 2010A Lease not designated as Build America Bonds (Direct Payment) being a
traditional taxexempt lease obligation (“Tax-Exempt Obligations”) and the Certificates representing such Basic Lease Payments being Tax-Exempt Certificates. The designation of all or
a portion of the Series 2010A Lease as Build America Bonds (Direct Payment) and the Certificates representing such Basic Lease Payments as BAB (Direct Payment) Certificates shall be
determined by the City Manager, after consultation with the Finance Director, City Attorney and Greenberg Traurig, P.A. (“Bond Counsel”), as he shall deem to be in the best interest
of the City based on the then prevailing market conditions. SECTION 5. The Series 2010A Ground Lease between the City and the Corporation substantially in the form submitted to this
meeting and attached hereto as Exhibit C, providing for the ground leasing of the Series 2010A Facility Sites to the Corporation, is hereby approved, with such insertions, modifications
and changes as may be approved by the Mayor, and the Mayor or Vice Mayor and the City Clerk or Deputy City Clerk, upon such approval by the Mayor, are hereby authorized and directed
to execute the Series 2010A Ground Lease. The execution and delivery of the Series 2010A Ground Lease by the Mayor or Vice Mayor and the City Clerk or Deputy City Clerk shall constitute
conclusive evidence of the approval thereof. The City Council also authorizes the execution and delivery of a memorandum of ground lease with respect to the Series 2010A Ground Lease
and the recording thereof in the Official Public Records of Miami-Dade County, Florida. SECTION 6. The form of Master Trust Agreement between the Corporation and the Trustee (the “Master
Trust Agreement”) submitted to this meeting and attached hereto as Exhibit D, is hereby approved, with such insertions, modifications and changes as may be approved by the Mayor. The
execution and delivery of the Master Trust Agreement by the Corporation and the Trustee shall constitute conclusive evidence of the approval thereof. SECTION 7. The form of Series 2010A
Supplemental Trust Agreement between the Corporation and the Trustee and acknowledged and agreed to by the City submitted to this meeting and attached hereto as Exhibit E is hereby approved,
with such insertions, modifications and changes as may be approved by the Mayor, and the Mayor or Vice Mayor, upon such approval by the Mayor, are hereby authorized and directed to execute
the Series 2010A Series 2010A Supplemental Trust Agreement. The execution and delivery of the Series 2010A Supplemental Trust Agreement by the City shall constitute conclusive evidence
of its approval thereof. Page 192 of 565
-6 -SECTION 8. The City Council hereby appoints Wells Fargo Bank, N.A., as Trustee under the Trust Agreement. The Trustee shall also serve as the Paying Agent, Registrar and Authenticating
Agent under the Master Trust Agreement. SECTION 9. The form of Series 2010A Assignment Agreement between the Corporation and the Trustee submitted to this meeting and attached hereto
as Exhibit F is hereby approved, with such insertions, modifications and changes as may be approved by the Mayor. The execution and delivery of the Series 2010A Assignment Agreement
by the Corporation and the Trustee shall constitute conclusive evidence of the approval thereof. The City Council hereby authorizes the recording thereof in the Official Public Records
of Miami-Dade County, Florida. SECTION 10. (a) It is hereby found and declared that a negotiated sale of the Series 2010A Certificates is in the best interest of the City and is found
to be necessary on the basis of the following reasons, as to which specific findings are hereby made: (i) Due to the volatility of the municipal market, including the market for “annual
appropriation” securities such as the Series 2010A Lease as evidenced by the Series 2010A Certificates, and the need to access either or both the tax-exempt market and the taxable market,
the City must be able to enter the market at the most advantageous time, rather than at specific advertised date, thereby permitting the City to obtain the best possible price and interest
rate to be represented by the Series 2010A Certificates; (ii) The nature of the financing of the Series 2010A Lease is a complex transaction which requires the assistance of an underwriter
to deal with prospective investors and to undertake extensive pre-marketing efforts in order to achieve more effective pricing results; (iii) The Underwriter (as defined below) has participated
in structuring the issuance of the Series 2010A Certificates and can assist the City in obtaining the most attractive financing for the City; and (iv) The City will not be adversely
affected if the Series 2010A Certificates are not sold pursuant to a competitive sale. (b) Loop Capital Markets LLC (the “Underwriter”) is hereby appointed as the underwriter for the
sale of the Series 2010A Certificates. (c) The form of the Certificate Purchase Contract for the Series 2010A Certificates (the “Purchase Contract”) among the Underwriter, the Corporation
and the City submitted to this meeting and attached hereto as Exhibit G, and the sale of the Series 2010A Certificates by the Corporation and the Trustee upon the terms and conditions
set forth therein, are hereby approved, with such insertions, modifications and changes as may be approved by the City Manager, after consultation with the Finance Director, City Attorney
and Bond Counsel, and any of the Mayor, Vice Mayor or Page 193 of 565
-7 -City Manager, upon such approval by the City Manager, are each hereby authorized and directed to execute the Purchase Contract; provided, however, that: (i) the principal amount
of the Series 2010A Certificates shall not exceed $55,000,000; (ii) the final maturity of the Series 2010A Certificates shall be no later than approximately thirty (30) years after the
dated date of the Series 2010A Certificates; (iii) the price at which the Series 2010A Certificates shall be sold to the Underwriter shall not be less than 96% of the face amount thereof,
exclusive of original issue discount and/or original issue premium, if any, on the Series 2010A Certificates; and (iv) the true interest cost rate (the “TIC”) represented by (A) Tax-Exempt
Certificates shall not exceed the lesser of 6.0% per annum or the maximum legal rate and (B) BAB (Direct Payment) Certificates shall not exceed 8.0% per annum; provided that with respect
to BAB (Direct Payment) Certificates the TIC shall be calculated net of the projected Federal Subsidy Payments. The execution and delivery of the Purchase Contract by any of the Mayor,
Vice Mayor or City Manager shall constitute conclusive evidence of the approval thereof. (d) The City Manager is hereby authorized to select and engage a firm experienced in matters
relating to pricing, sale and issuance of municipal securities to serve as pricing agent/financial advisor (the “Pricing Advisor”) to the City in connection with the sale and issuance
of the Series 2010A Certificates; provided that the Pricing Advisor’s fee shall not exceed $25,000. The Pricing Advisor shall, among other things, advise the City with regard to pricing
considerations, structure and timing; negotiate pricing considerations and provide award recommendations; and assist the City with the monitoring and review of the publicly available
trading activity of the Series 2010A Certificates between the sale date and the issue date of the Series 2010A Certificates as such activity may relate to, inter alia, whether a bona
fide initial public offering was made on the sale date of all Series 2010A Certificates. Upon approval of the Pricing Advisor by the City Manager, the Mayor, Vice Mayor, City Clerk,
Deputy City Clerk, City Manager and Finance Director are each hereby authorized to take such actions and to execute such commitments, agreements, and documents as shall be necessary
or desirable to engage the Pricing Advisor. SECTION 11. The form of Preliminary Offering Statement for the Series 2010A Certificates (the “Preliminary Offering Statement”) submitted
to this meeting and attached hereto as Exhibit H is hereby approved, and the City Council hereby authorizes the distribution and use of the Preliminary Offering Statement by the Underwriter
in connection with the public offering for sale of the Series 2010A Certificates. If between the date hereof and the mailing of the Preliminary Offering Statement it is necessary to
make insertions, modifications and changes in the Page 194 of 565
-8 -Preliminary Offering Statement including, without limitation, such insertions, modifications and changes as may be necessary to provide details with respect to Tax-Exempt Certificates
and/or BAB (Direct Payment) Certificates, the City Manager and the Finance Director, acting alone or with one another, is each hereby authorized to approve such insertions, changes and
modifications. Any of the Mayor, the Vice Mayor, the City Manager or the Finance Director is further authorized to deem the Preliminary Offering Statement “final” within the meaning
of Rule 15c2-12 of the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended (the “Rule”), in the form as mailed, and in furtherance thereof to execute
a certificate evidencing the same substantially in the form attached hereto as Exhibit I. SECTION 12. The City Manager is hereby authorized to have prepared and the Mayor, Vice Mayor
and/or the City Manager are hereby authorized to execute a final Offering Statement for the Series 2010A Certificates (the “Offering Statement”) to be dated the date of the execution
and delivery of the Purchase Contract and, upon such execution, to deliver the same to the Underwriter for use thereby in connection with the sale and distribution of the Series 2010A
Certificates. The Offering Statement shall be substantially in the form of the Preliminary Offering Statement, with such changes as shall be approved by the City Manager and/or the Finance
Director, acting alone or with one another, as necessary to conform the details of such series of Series 2010A Certificates and the requirements of the Purchase Contract and such other
insertions, modifications and changes as may be approved by the City Manager and/or the Finance Director. The execution and delivery of the Offering Statement by the Mayor, Vice Mayor
and/or the City Manager shall constitute conclusive evidence of the approval thereof. SECTION 13. The City Council hereby covenants and agrees that, in order to provide for compliance
by the City City with the secondary market disclosure requirements of the Rule, it will comply with and carry out all of the provisions of the Continuing Disclosure Certificate for the
Series 2010A Certificates (the “Disclosure Certificate”) to be executed by the City and dated the date of delivery of the Series 2010A Certificates, as it may be amended from time to
time in accordance with the terms thereof. The Disclosure Certificate shall be substantially in the form attached hereto as Exhibit J with such changes, amendments, modifications, omissions
and additions as shall be approved by the Mayor. The Mayor or Vice Mayor, upon such approval by the Mayor, is hereby authorized and directed to execute and deliver the Disclosure Certificate
with any changes, amendments, modifications, omissions and additions so approved by the Mayor. Notwithstanding any other provision of this Resolution, the Series 2010A Lease or the Series
2010A Supplemental Trust Agreement, failure of the City to comply with the Disclosure Certificate Certificate shall not be considered an event of default under the Series 2010A Lease
or Series 2010A Supplemental Trust Agreement; provided, however, any Series 2010A Certificate holder may take such actions as may be necessary and appropriate, including seeking mandate
or specific performance by court order, to cause the City to comply with its obligations under this Section 13 and the Disclosure Certificate. Page 195 of 565
-9 -SECTION 14. (a) The City covenants to take the actions required of it for the interest portion of Basic Lease Payments represented by the Tax-Exempt Certificates to be and to remain
excludable from gross income of the Holders for federal income tax purposes, and not to take any actions that would affect that excludability. In furtherance of the foregoing covenant,
the City agrees that it will comply with the provisions of the Tax Certificate (defined in clause (c) below) delivered with respect to the Tax-Exempt Certificates. Any of the Mayor,
Vice Mayor, City Manager or Finance Director is authorized to execute and deliver such Tax Certificate. Notwithstanding anything in this Resolution to the contrary, the requirement of
the City to rebate any amounts due to the United States pursuant to Section 148 of the Code shall survive the termination of the Tax-Exempt Obligations and payment or provision for payment
of the Basic Lease Payments represented by the Tax-Exempt Certificates or any portion thereof. (b) The Code imposes requirements on the portion of the Series 2010A Lease designated as
Build America Bonds (Direct Payment) and the Basic Lease Payments represented by BAB (Direct Payment) Certificates that the City must continue to meet after the execution and delivery
of the Series 2010A Lease and the issuance of the BAB (Direct Payment) Certificates in order to receive Federal Subsidy Payments from the Treasury. The City covenants to comply with
the requirements of the Code with respect to any portion of the Series 2010A Lease designated as Build America Bonds (Direct Payment) and the Basic Lease Payments represented by BAB
(Direct Payment) Certificates so that the City may receive Federal Subsidy Payments from the Treasury. In furtherance of the foregoing covenant, the City agrees that it will comply with
the provisions of the Tax Certificate delivered with respect to the BAB (Direct Payment) Certificates. Any of the Mayor, Vice Mayor or City Manager is authorized to execute and deliver,
and the Finance Finance Director is authorized to acknowledge, such Tax Certificate. Notwithstanding anything in this Resolution to the contrary, the requirement of the City to rebate
any amounts due to the United States pursuant to Section 148 of the Code shall survive the termination of the portion of the Series 2010A Lease designated as Build America Bonds (Direct
Payment) and payment or provision for payment of the Basic Lease Payments represented by the BAB (Direct Payment) Certificates or any portion thereof. (c) For purposes of this Section
14, “Tax Certificate” shall mean one or more Arbitrage and Tax Certificates prepared by Bond Counsel, dated the date of the original issuance and delivery of the Series 2010A Certificates,
and executed by any of the Mayor, Vice Mayor or City Manager and acknowledged by the Finance Director, regarding, among other things, restrictions related to rebate of arbitrage earnings
to the United States of America and (i) with respect to the Tax-Exempt Obligations and the Tax-Exempt Certificates, the restrictions prescribed by the Code in order for the interest
portion of Basic Lease Payments represented by the Tax-Exempt Certificates to remain excludable from gross income for federal income tax purposes, and (ii) with respect to the portion
of the Series 2010A Lease designated as Build America Bonds (Direct Page 196 of 565
-10 -Payment) and the Basic Lease Payments represented by the BAB (Direct Payment) Certificates, the restrictions prescribed by the Code in order for the City to receive the Federal
Subsidy Payments. SECTION 15. Upon approval of the Series 2010A Insurer by the City Manager, the Mayor, Vice Mayor, City Clerk, Deputy City Clerk, City Manager and Finance Director are
each hereby authorized to take such actions (including, without limitation, approval of changes to the documents herein approved) and to execute such commitments, agreements, certificates,
instruments and opinions as shall be necessary or desirable to procure the issuance of the Series 2010A Policy by the Series 2010A Insurer. SECTION 16. The Mayor, the Vice Mayor, the
City Clerk, the Deputy City Clerk, the City Manager, the Finance Director and the City Attorney are each authorized and directed to execute and deliver all additional documents, contracts,
instruments, certificates and questionnaires including, without limitation, documents relating relating to the issuance by the Series 2010A Insurer of the Series 2010A Insurance Policy,
documents relating to obtaining one or more underlying ratings on the Series 2010A Certificates, if appropriate, documents relating to the implementation of a book-entry only system
of registration of the Series 2010A Certificates and documents, questionnaires and procedures relating to the preservation of the status of the Series 2010A Lease as a Tax-Exempt Obligation
and/or a Build America Bond (Direct Payment), and to take all actions and steps including, without limitation, to change the series designation of the Series 2010A Certificates or the
dated date of any and all documents in the event of a delay in the issuance of the Series 2010A Certificates, on behalf of the City, which are necessary or desirable in connection with
the issuance of the Series 2010A Certificates, the execution and delivery and compliance with the provisions of the Series 2010A Lease, Series 2010A Ground Lease, Master Trust Agreement,
Series 2010A Supplemental Trust Agreement, Series 2010A Assignment Agreement, Purchase Contract, and Disclosure Certificate, or the acquisition, construction, installation and financing
of the Series 2010A Facilities, and which are not inconsistent with the terms and provisions of this Resolution. SECTION 17. It is hereby found and determined that all formal actions
of the City Council concerning and relating to the adoption of this Resolution and the consummation of the transactions contemplated by this Resolution were adopted in open meetings
of the City Council, and that all deliberations of the City Council that resulted in such formal action were in meetings open to the public, in compliance with all legal requirements.
SECTION 18. If any section, paragraph, clause or provision of this Resolution shall be held invalid by any court of competent jurisdiction, such holding shall not affect any other section,
paragraph, clause or provision of this Resolution. SECTION 19. All resolutions or portions thereof previously adopted by the City Council which are inconsistent with the provisions of
this Resolution are hereby repealed to the extent of such inconsistency. Page 197 of 565
-11 -SECTION 20. This Resolution shall take effect immediately upon its adoption. Page 198 of 565
-12 -PASSED AND ADOPTED BY THE CITY COUNCIL OF THE CITY OF MIAMI GARDENS AT ITS REGULAR MEETING HELD ON ______________, 2010. ATTEST: RONETTA TAYLOR, MMC, CITY CLERK SHIRLEY GIBSON,
MAYOR Reviewed by: SONJA K. DICKENS, ESQ. City Attorney SPONSORED BY: DANNY O. CREW, City Manager MOVED BY: SECONDED BY: VOTE: VOTE: Mayor Shirley Gibson
__(Yes) __(No) Vice Mayor Oliver Gilbert III __(Yes) __(No) Councilwoman Lisa C. Davis __(Yes) __(No) Councilwoman Felicia Robinson __(Yes) __(No) Councilman Andre Williams __(Yes) __(No)
Councilwoman Sharon Pritchett __(Yes) __(No) Councilman Aaron Campbell Jr. __(Yes) __(No) Page 199 of 565
EXHIBIT A FORM OF MASTER LEASE PURCHASE AGREEMENT Page 200 of 565
MASTER LEASE PURCHASE AGREEMENT Between MIAMI GARDENS LEASING CORPORATION, as Lessor AND THE CITY OF MIAMI GARDENS, FLORIDA, as Lessee Dated as of [November 1, 2010] Page 201 of 565
(i) TABLE OF CONTENTS Page Article I DEFINITIONS AND EXHIBITS ..................................................................................................2 SECTION 1.1. Definitions.............
......................................................................................................2 SECTION 1.2. Rules of Construction.............................................................
...................................10 Article II LEASE AND SUBLEASE OF FACILITIES AND FACILITY SITES.....................................11 SECTION 2.1. Lease and Sublease of Facilities
and Facility Sites...................................................11 SECTION 2.2. Lease Term........................................................................................................
........11 SECTION 2.3. Acquisition of Facilities ............................................................................................11 SECTION 2.4. City’s Liability ........................
..................................................................................12 SECTION 2.5. Possession and Enjoyment ............................................................................
............12 SECTION 2.6. Trustee Access to Facilities.......................................................................................12 SECTION 2.7. Disclaimer of Warranties
..........................................................................................12 SECTION 2.8. Warranties of the Facilities ................................................................
.......................13 SECTION 2.9. Compliance with Law...............................................................................................13 SECTION 2.10. Representations,
Covenants and Warranties of the City...........................................13 SECTION 2.11. Representations, Covenants and Warranties of Corporation ....................................14
Article III LEASE PAYMENTS.................................................................................................................15 SECTION 3.1. Payment of Lease Payments...................
...................................................................15 SECTION 3.2. Credits to Lease Payments ........................................................................................16
SECTION 3.3. Basic Lease Payment Components ...........................................................................17 SECTION 3.4. Lease Payments to be Unconditional .............................
...........................................17 SECTION 3.5. Non-Appropriation....................................................................................................17 SECTION
3.6. Surrender of Facilities...............................................................................................18 Article IV TERMINATION...................................................
....................................................................19 SECTION 4.1. Termination of Lease Term.......................................................................................19
SECTION 4.2. Effect of Termination................................................................................................20 Article V COVENANTS OF CITY.......................................
.....................................................................20 SECTION 5.1. Maintenance of the Facilities by the City .................................................................20
SECTION 5.2. Taxes, Other Governmental Charges and Utility Charges........................................20 SECTION 5.3. Provisions Regarding Insurance...............................................
.................................20 SECTION 5.4. Damage, Destruction or Condemnation....................................................................22 SECTION 5.5. Insufficiency
of Net Proceeds ...................................................................................23 SECTION 5.6. Advances............................................................................
.......................................23 SECTION 5.7. Release and Indemnification.....................................................................................23 SECTION 5.8.
Payment and Performance Bonds and other Guaranty..............................................23 SECTION 5.9. Essential Governmental Functions.........................................................
...................23 SECTION 5.10. Tax Exemption; Rebates ...........................................................................................24 SECTION 5.11. Preparation of
Budget; Sufficiency of Available Revenues for Lease Payments. ....24 SECTION 5.12. Compliance with Law, Regulations, Etc...................................................................24
SECTION 5.13. Environmental Compliance.......................................................................................26 SECTION 5.14. Prosecution and Defense of Suits.........................
.....................................................27 SECTION 5.15. Waiver of Laws.........................................................................................................28
Page 202 of 565
(ii) ARTICLE VI TITLE .................................................................................................................................28 SECTION 6.1. Title to Facility
Sites and Facilities...........................................................................28 SECTION 6.2. Liens...................................................................................
.......................................29 SECTION 6.3. Use of the Facilities and Facility Sites......................................................................30 SECTION 6.4. Substitution
of Facilities ...........................................................................................30 ARTICLE VII ASSIGNMENT, OPTION TO PURCHASE, AND PREPAYMENT ...............................3
1 SECTION 7.1. Assignments; Subleasing. .........................................................................................31 SECTION 7.2. Prepayment............................................
....................................................................31 SECTION 7.3. Prepayment Deposit ................................................................................................
..33 SECTION 7.4. Refunding Certificates ..............................................................................................33 ARTICLE VIII EVENTS OF DEFAULT AND REMEDIES..................
..................................................34 SECTION 8.1. Events of Default Defined.........................................................................................34
SECTION 8.2. Remedies on Default .................................................................................................35 SECTION 8.3. No Remedy Exclusive..................................
.............................................................35 ARTICLE IX MISCELLANEOUS ............................................................................................................35
SECTION 9.1. Notices ......................................................................................................................35 SECTION 9.2. Binding Effect .............................
..............................................................................36 SECTION 9.3. Severability ............................................................................................
...................36 SECTION 9.4. Amendments .............................................................................................................36 SECTION 9.5. Execution in
Counterparts.........................................................................................36 SECTION 9.6. Captions .........................................................................
...........................................37 SECTION 9.7. Interest.......................................................................................................................37
SECTION 9.8. Compliance with Trust Agreement ...........................................................................37 SECTION 9.9. Memorandum of Lease ...........................................
..................................................37 SECTION 9.10. Radon Gas .................................................................................................................37
SECTION 9.11. Applicable Law.........................................................................................................37 SECTION 9.12. Waiver of Choice of Remedies ....................
.............................................................37 EXHIBIT A -FORM OF SCHEDULE EXHIBIT B -FORM OF CITY’S CERTIFICATE Page 203 of 565
THIS MASTER LEASE PURCHASE AGREEMENT dated as of [November 1, 2010] (this “Master Lease”), between the City of Miami Gardens, Florida, a municipal corporation of the State of Florida,
as lessee (the “City”), and Miami Gardens Leasing Corporation, a not-for-profit corporation duly organized and existing under the laws of the State of Florida, as lessor (the “Corporation”).
W I T N E S S E T H WHEREAS, the City has the power pursuant to the Charter of the City, the Constitution of the State of Florida, Chapter 166, Florida Statutes, as amended, and other
applicable provisions of law (collectively, the “Act”) to receive, purchase, acquire, lease, sell, hold, transmit and convey title to real and personal property for municipal purposes,
and to enter into leases or lease purchase agreements for necessary grounds and facilities for municipal purposes; and WHEREAS, the Corporation is a not-for-profit corporation duly organized
and existing under the laws of the State of Florida, and is authorized to lease and otherwise dispose of property, and to take such other actions contemplated to be taken by the Corporation
under this Master Lease; and WHEREAS, the City is or shall be the owner of certain real property located in the City (which, together with all buildings, structures and improvements
now or hereafter erected or situated thereon, any easements or other rights or privileges in adjoining property inuring to the fee simple owner of such land by reason of ownership of
such land, and all fixtures, additions, alterations or replacements thereto, now or hereafter located in, on or used in connection with or attached or made to such land, to the extent
title thereto may vest in the City, is hereinafter referred to as a “Facility Site”); and WHEREAS, the City has determined that it is in the best interest of the City to enter into and
execute this Master Lease and certain related documents thereto for the purpose of lease purchasing certain real property, buildings and improvements, and the equipment, fixtures and
furnishings built or to be built, installed or established therein (“Facilities”) from the Corporation from time to time; and WHEREAS, Facilities may be lease-purchased from time to
time pursuant to Schedules substantially in the form of Exhibit A hereto (individually, a “Schedule”), each such Schedule upon execution and delivery by the City and the Corporation
together with the provisions of the Master Lease to constitute a separate lease agreement (individually, a “Lease” and collectively, the “Leases”); and WHEREAS, the City and the Corporation
may enter into one or more ground leases from time to time with respect to one or more Facility Sites (individually, a “Ground Lease” and collectively, the “Ground Leases”) pursuant
to which the City, as ground lessor, will ground lease certain real property and improvements to the Corporation and the Corporation, as ground lessee, will take and lease certain real
property and improvements from the City; and WHEREAS, the ground leasing of a Facility Site, the subleasing of a Facility Site back to the City and the lease-purchase financing or refinancing
of the Facilities set forth on a particular Schedule, are herein collectively referred to as a “Project”; and WHEREAS, at the direction of the City, the Corporation will provide for
the payment or refinancing of the cost of acquiring, constructing and installing Facilities from time to time by entering into a Master Trust Agreement dated as of [November 1, 2010]
(as the same may be amended or supplemented from time to time, the “Trust Agreement”) with Wells Fargo Bank, N.A., Orlando, Florida, as trustee (the “Trustee”) pursuant to which the
Corporation shall (a) establish a trust and assign to the Trustee all of said Corporation’s right, title and interest in and to this Master Lease and all Schedules Page 204 of 565
2 hereto, (b) direct the Trustee to execute and deliver to the public from time to time, Series of Certificates of Participation representing undivided proportionate interests in the
right to receive the Basic Lease Payments to be made by the City pursuant to each Lease relating thereto and (c) deposit the proceeds of each Series of Certificates with the Trustee
and direct the Trustee to hold the proceeds of the sale of such Certificates in trust subject to application only to pay or refinance the costs of acquisition, construction and installation
of the Facilities to be financed or refinanced under the Lease relating thereto and identified on a Schedule and related costs including, without limitation, capitalized interest, accrued
interest and costs of issuance and to make lease payments; and WHEREAS, each Certificate of a Series shall represent an undivided proportionate interest in the principal portion of the
Basic Lease Payments due and payable under one or more particular Leases relating to such Series on the maturity date or earlier prepayment date of such Certificate and in the interest
portion of such Basic Lease Payments due and payable semiannually, to and including such maturity date or earlier prepayment date; and WHEREAS, the relationship between the Corporation
and the City under this Master Lease shall be a continuing one and Facilities may, from time to time, be added to or deleted from this Master Lease in accordance with the terms hereof
and of the Schedule describing such Facilities; and WHEREAS, the City intends for this Master Lease to remain in full force and effect until the last Lease Payment Date for any Project,
unless sooner terminated in accordance with the terms provided herein; and WHEREAS, the City intends that its obligations under this Master Lease shall not constitute a debt, liability
or obligation of the City, the State of Florida or any political subdivision or agency thereof within the meaning of any applicable provisions of the Act, nor a pledge of the faith and
credit of the City, the State of Florida or any political subdivision or agency thereof, all as further provided in this Master Lease, and particularly Section 3.1 hereof. NOW, THEREFORE,
in consideration of the mutual agreements and covenants herein contained and for other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties
hereto mutually agree as follows: ARTICLE I DEFINITIONS AND EXHIBITS SECTION 1.1. Definitions. The terms set forth in this Section shall have the meanings ascribed to them for all purposes
of this Master Lease unless the context clearly indicates some other meaning, or unless otherwise provided in a particular Schedule. Terms used herein and not otherwise defined shall
have the meaning given to them in the Trust Agreement. “Acquisition Account” shall mean any Acquisition Account established pursuant to Section 401 of the Trust Agreement and in any
Supplemental Trust Agreement. “Additional Lease Payment” shall mean any amounts payable by the City under the terms of this Master Lease other than a Basic Lease Payment or a Supplemental
Payment, as set forth in a Schedule to this Master Lease and so designated. Page 205 of 565
3 “Assignment Agreement” shall mean any assignment agreement pursuant to which the Corporation shall have assigned to the Trustee all of its right, title and interest in and to a Ground
Lease and the Lease or Leases created by one or more particular Schedules, including its right to receive Lease Payments under such Lease or Leases. “Authorized City Representative”
shall mean any of the Mayor, Vice Mayor or City Manager of the City, or any other officer or employee of the City designated by the City and authorized to act on behalf of the City by
a written certificate delivered to the Trustee signed on behalf of the City by the Mayor or Vice Mayor or City Manager containing the specimen signature of the officer or employee of
the City so designated to act on the City’s behalf. “Authorized Corporation Representative” shall mean any of the President, Vice President, Secretary or Treasurer of the Corporation,
or any other officer or employee of the Corporation who is designated by the Corporation and authorized authorized to act on behalf of the Corporation by a written certificate delivered
to the Trustee signed on behalf of the Corporation by the President or Vice President of the Corporation containing the specimen signature of the officer or employee of the Corporation
so designated to act on the Corporation’s behalf. “Basic Lease Payment” shall mean, with respect to each Lease, or each Facility financed or refinanced under such Lease, as of each Lease
Payment Date, the amount set forth in a Schedule to this Master Lease corresponding to such Lease Payment Date and designated as a Basic Lease Payment in such Schedule. “Budget” shall
mean the annual budget of the City adopted by the City Council for each Fiscal Year pursuant to the Charter of the City and in accordance with applicable law. “Business Day” shall mean
a day other than Saturday, Sunday or day on which banks in the State of New York or State of Florida are authorized or required to be closed, or a day on which the New York Stock Exchange
is closed. ““Certificate” or “Certificates” shall mean the Certificates of Participation executed and delivered from time to time by the Trustee pursuant to the Trust Agreement and any
Supplemental Trust Agreement. Each Series of Certificates issued under the Trust Agreement and any Supplemental Trust Agreement shall bear a Series designation to identify such Series
of Certificates to a particular Schedule to this Master Lease. “Certificate holder” or “Holder of Certificates” shall mean the registered owner of any Certificate or Certificates. “Certificate
of Acceptance” shall mean the certificate of the City substantially in the form of Exhibit B to this Master Lease to be delivered pursuant to the provisions of Section 2.3 hereof. “City”
shall mean the City of Miami Gardens, Florida. “City Council” shall mean the City Council of the City of Miami Gardens, Florida. “Code” means the Internal Revenue Code of 1986, as amended,
and the applicable regulations thereunder and under the Internal Revenue Code of 1954. Page 206 of 565
4 “Commencement Date” shall mean the date set forth in each Schedule hereto which is the effective date of such Schedule. “Completion Date” shall mean, with respect to the Facilities
described in a particular Schedule, the date specified by the City in a Certificate of Acceptance as the date of completion of acquisition, construction and installation of such Facilities.
“Contractor” shall mean the person, firm, corporation or joint venture authorized to do business in Florida with whom a contract has been made directly with the City for the performance
of the work with respect to any Facilities in accordance with City policy. “Corporation” shall mean Miami Gardens Leasing Corporation, a Florida not-for-profit corporation, its successors
and assigns. “Cost” shall mean costs and expenses related to the acquisition, construction and installation of any Facilities including, but not limited to (i) costs and expenses of
the acquisition of the title to or other interest in real property, including leasehold interests, easements, rights-of-way and licenses, including, without limitation, lease payments
to be made by the Corporation under the terms of a Ground Lease until the expected acceptance of the Facilities related thereto as described herein, (ii) costs and expenses incurred
for labor and materials and payments to contractors, builders, materialmen and vendors, for the acquisition, construction and installation of the Facilities, (iii) the cost of surety
bonds and insurance of all kinds, including premiums and other charges in connection with obtaining title insurance, that may be advisable or necessary prior to completion of any of
the Facilities which is not paid by a contractor or otherwise provided for, (iv) the costs and expenses for design, test borings, surveys, estimates, plans and specifications and preliminary
investigations therefor, and for supervising construction and installation of Facilities, (v) costs and expenses required for the acquisition and installation of equipment or machinery
that comprise part of the Facilities, (vi) all costs which the City shall be required to pay for or in connection with additions to, and expansions of Facilities, (vii) all costs which
the City shall be required to pay to provide improvements, including offsite improvements, necessary for the use and occupancy of Facilities, including roads, walkways, water, sewer,
electric, fire alarms and other utilities, (viii) any sums required to reimburse the City for advances made by it for any of the above items or for other costs incurred and for work
done by it in connection with Facilities, (ix) deposits into any Reserve Account established pursuant to Section 401 of the Trust Agreement and any Supplemental Trust Agreement and any
recurring amounts payable to a provider of a Reserve Account Letter of Credit/Insurance Policy, (x) fees, expenses and liabilities of the City, if any, incurred in connection with the
acquisition, construction and installation of Facilities, (xi) Costs of Issuance, and (xii) interest during construction and for a reasonable period of time up to six (6) months thereafter.
“Costs of Issuance” shall mean the items of expense incurred in connection with the authorization, sale and delivery of each Series of Certificates, which items of expense shall include,
but not be limited to, document printing and reproduction costs, filing and recording fees, costs of credit ratings, initial fees and charges of the Trustee, any Credit Facility Issuer
and any provider of a Reserve Account Letter of Credit/Insurance Policy, legal fees and charges, professional consultants’ fees, fees and charges for execution, delivery, transportation
and safekeeping of Certificates, premiums, costs and expenses of refunding Certificates and other costs, charges and fees, including those of the Corporation, in connection with the
foregoing. “Costs of Issuance Subaccount” shall mean a Costs of Issuance Subaccount within an Acquisition Account established pursuant to Section 401 of the Trust Agreement and in any
Supplemental Trust Agreement in connection with the issuance of a Series of Certificates. Page 207 of 565
5 “Counterparty” means a party entering into a Hedge Agreement with the City. “Credit Facility” shall mean, with respect to a Series of Certificates or any portion thereof, a letter
of credit, insurance policy, guaranty, surety bond or other irrevocable security device, if any, supporting the obligations of the City to make Basic Lease Payments relating to such
Series of Certificates or portion thereof. “Credit Facility Issuer” shall mean, with respect to a Series of Certificates or any portion thereof, the issuer of a Credit Facility, if any,
for such Series of Certificates or portion thereof. “Event of Extraordinary Prepayment” shall mean one or more of the events so designated in Section 7.2 hereof. “Excess Earnings” shall
mean, with respect to each Series of Certificates, the amount by which the earnings on the Gross Proceeds of such Certificates exceeds the amount which would have been earned thereon
if such Gross Proceeds were invested at a yield equal to the yield on the interest portion of the Basic Basic Lease Payments represented by such Certificates, as such yield is determined
in accordance with the Code and amounts earned on the investment of earnings on the Gross Proceeds of such Certificates. “Facility” or “Facilities” shall mean the real property, buildings
and improvements, and the equipment, fixtures and furnishings built or to be built, installed or established therein, from the proceeds of a Series of Certificates, all as set forth
on a Schedule or Schedules from time to time. “Facility Site” shall mean the real property (together with all buildings, structures and improvements erected or situated thereon, any
easements or other rights or privileges in adjoining property inuring to the fee simple owner of or the holder of a Permitted Leasehold Interest in such land by reason of ownership of
or Permitted Leasehold Interest in such land, and all fixtures, additions, alterations or replacements located on, or used in connection with, or attached or made to, such land) either
(i) owned in fee simple or held as a Permitted Leasehold Interest by the City at the time of the issuance of a Series of Certificates to finance or refinance Facilities relating thereto
or (ii) to be acquired by the City subsequent thereto but not paid for out of the proceeds of such Series of Certificates, upon which a Facility is to be located within the City and
more particularly described in a Ground Lease. “Favorable Opinion” means a written opinion of Special Counsel addressed to the City to the effect that the action proposed to be taken
will not adversely affect, as applicable, (i) with respect to Tax-Exempt Certificates, the excludability from gross income for federal income tax purposes of the interest portion of
Basic Lease Payments represented by any Certificate (subject to the inclusion of any exception provided under the Code), (ii) the availability to the City of any federal subsidy or credit
based on the issuance of any Certificate including, without limitation, Federal Subsidy Payments with respect to Certificates issued as Build America Bonds, or (iii) the availability
of federal tax credits to owners of any Certificate issued as a qualified tax credit bond (as defined in Section 54A of the Code). “Fiscal Year” shall mean the twelve month fiscal period
of the City which under current law commences on October 1 in every year and ends on September 30 of the succeeding year. “Government Obligations” shall mean any obligations which as
to both principal and interest constitute non-callable direct obligations of, or non-callable obligations fully and unconditionally guaranteed by, the full faith and credit of the United
States of America, including bonds or other evidences of indebtedness issued or guaranteed by any agency or corporation which has been or may Page 208 of 565
6 hereafter be created pursuant to an act of Congress as an agency or instrumentality of the United States of America to the extent unconditionally guaranteed by the full faith and credit
of the United States of America. “Gross Proceeds” shall mean, with respect to each Series of Certificates, unless inconsistent with the provisions of the Code, in which case as provided
in the Code, (i) amounts received by or on behalf of the Corporation from the sale of such Certificates; (ii) amounts received as a result of investments of amounts described in (i);
(iii) amounts treated as transferred proceeds of such Certificates in accordance with the Code; (iv) amounts treated as proceeds under the provisions of the Code relating to invested
sinking funds; (v) securities or obligations pledged, if any, as security for payment of Basic Lease Payments under the Master Lease; (vi) amounts received with respect to obligations
acquired with Gross Proceeds; (vii) amounts used to pay the principal and interest portions of Basic Lease Payments
represented by such Certificates; (viii) amounts in any Reserve Account established pursuant to the Trust Agreement and a Supplemental Trust Agreement; and (ix) amounts received as a
result of the investment of Gross Proceeds not described in (i) above. “Ground Lease” shall mean one or more ground leases, between the City and the Corporation, as amended and supplemented
from time to time, pursuant to which the City shall ground lease or sublease one or more Facility Sites to the Corporation. “Hedge Agreement” shall mean an interest rate exchange agreement,
an interest rate swap agreement, a forward purchase contract, a put option contract, a call option contract, or any other financial product which is used by the City as a hedging device
with respect to its obligation to pay the interest portion of Basic Lease Payments under a Lease, entered into between the City and a Counterparty, for the purpose of (i) reducing or
otherwise managing the City’s risk of interest rate changes, or (ii) effectively converting the City’s interest rate exposure, in whole or in part, from a fixed rate exposure to a variable
rate exposure, or from a variable rate exposure to a fixed rate exposure; provided that such arrangement shall be specifically designated in a certificate of an Authorized City Representative
as a “Hedge Agreement”. “Insurance Consultant” shall mean a nationally recognized independent insurance company or broker, or representative of the Florida Municipal Insurance Trust
or other entity sponsored by the Florida League of Cities, selected by the City, that has actuarial personnel experienced in the area of insurance for which the City is to be self-insured.
“Lease” shall mean each separate Schedule to this Master Lease executed and delivered by the City and the Corporation, together with the terms and provisions of this Master Lease. “Lease
Payment Account” shall mean any Lease Payment Account established pursuant to Section 401 of the Trust Agreement and in any Supplemental Trust Agreement. “Lease Payment Date” shall mean,
with respect to a Lease, each date set forth on the corresponding Schedule designated as a Lease Payment Date for such Lease. “Lease Payments” shall mean, with respect to each Lease,
all amounts payable by the City pursuant to the terms of a Lease, including Basic Lease Payments, Additional Lease Payments and Supplemental Payments. “Lease Term” shall mean, with respect
to each Lease, the period from the Commencement Date of the Lease through the end of the then current Fiscal Year plus each annual or lesser renewal period Page 209 of 565
7 thereafter during which such Lease is maintained in effect in accordance therewith, with the maximum number of renewals being specified in the Schedule corresponding to such Lease.
“Master Lease” shall mean this Master Lease Purchase Agreement dated as of [November 1, 2010], between the Corporation and the City and any and all modifications, alterations, amendments
and supplements hereto. “Mayor” shall mean the Mayor of the City. “Net Proceeds” shall mean, with respect to one or more Facilities financed or refinanced under a Lease, proceeds from
any insurance, condemnation, performance bond, Federal or State flood disaster assistance, or any other financial guaranty (other than a Credit Facility Issuer) paid with respect to
such Facilities remaining after payment therefrom of all expenses, including attorneys’ fees, incurred in the collection thereof; and, with respect to insurance, to the extent that the
City elects to self-insure under Section 5.3 hereof, any moneys payable from any appropriation made by the City in connection with such self-insurance. “Non-Scheduled Payments” shall
mean any payments under a Hedge Agreement that are not Regularly Scheduled Payments, including, without limitation, payments due in connection with the designation of an “Early Termination
Date” under the terms of a Hedge Agreement, other than “Unpaid Amounts” under such Hedge Agreement. “Opinion of Counsel” shall mean an opinion signed by an attorney or firm of attorneys
of recognized standing and who are qualified to pass on the legality of the particular matter (who may be counsel to the City or Special Counsel) selected by the City. “Outstanding”
when used with reference to the Certificates, shall mean, as of any date, Certificates theretofore or thereupon being executed and delivered under the Trust Agreement except: (i) Certificates
canceled by, or duly surrendered for cancellation to, the Trustee at or prior to such date; (ii) Certificates (or portions of Certificates) for the payment or prepayment of which moneys,
equal equal to the principal portion or Prepayment Price thereof, as the case may be, with interest to the date of maturity or Prepayment Date, shall be held in trust under the Trust
Agreement and set aside for such payment or prepayment, (whether at or prior to the maturity or Prepayment Date), provided that if such Certificates (or portions of Certificates) are
to be prepaid, notice of such prepayment shall have been given as provided in Article III of the Trust Agreement; (iii) Certificates in lieu of or in substitution for which other Certificates
shall have been executed and delivered pursuant to Article III of the Trust Agreement; and (iv) Certificates deemed to have been paid as provided in subsection (b) of Section 801 of
the Trust Agreement. “Payment Date” shall mean a date on which the principal portion or the interest portion of Basic Lease Payments is payable to Certificate holders pursuant to the
terms of such Certificates. “Permitted Encumbrances” shall mean in regard to a Facility Site: Page 210 of of 565
8 (i) the Lease relating thereto and any liens and encumbrances created or permitted thereby; (ii) the Assignment Agreement relating thereto and any liens and encumbrances created or
permitted thereby; (iii) the Trust Agreement and liens and encumbrances created or permitted thereby; (iv) any Ground Lease applicable thereto and any liens and encumbrances created
or permitted thereby; (v) subject to the provisions of Section 6.2 of the Master Lease, any mechanic’s, laborer’s, materialman’s, supplier’s or vendor’s lien or right in respect thereof
if payment is not yet due under the contract in question or if such lien is being contested in accordance with the provisions of the Master Lease. (vi) (a) rights reserved to or vested
in any municipality or public authority by the terms of any right, power, franchise, grant, license, permit or provision of law; (b) any liens for taxes, assessments, levies, fees, water
and sewer rents or charges and other government and similar charges, which are not due and payable or which are not delinquent or the amount or validity of which are being contested
and execution thereon is stayed; (c) easements, rights-ofway, servitudes, restrictions, oil, gas or other mineral reservations and other minor defects, encumbrances and irregularities
in the title to any property which, in the opinion of the City, do not materially impair the use of such property or materially and adversely affect the value thereof; and (d) rights
reserved to or vested in any municipality or public authority to control or regulate any property or to use such property in any manner that do not in the Opinion of Counsel, materially
affect the use of the Facility Site for municipal purposes or the benefits enjoyed by any Permitted Transferee in the Facility Site under the Ground Lease, the Assignment Agreement and
the Trust Agreement; and (vii) any other liens or encumbrances permitted by the Schedule relating to such Facility Site, provided such lien or encumbrance shall not, as expressed in
an Opinion of Counsel, materially adversely affect the intended use of such Facility Site by the City for municipal purposes or the benefits enjoyed by any Permitted Transferee in the
Facility Site under the Ground Lease, the Assignment Agreement and the Trust Agreement, and, if applicable, such liens and encumbrances are approved by the Credit Facility Issuer for
the Series of Certificates relating to such Facility Site. “Permitted Leasehold Interest” shall mean a leasehold interest in land for a period of not less than the life expectancy of
the Facilities to be constructed thereon. “Prepayment Account” shall mean any Prepayment Account established pursuant to Section 401 of the Trust Agreement and in any Supplemental Trust
Agreement. “Prepayment Date” shall mean the date on which optional prepayment, extraordinary prepayment or mandatory sinking fund prepayment of Basic Lease Payments represented by a
Series of Certificates Outstanding shall be made pursuant to the Trust Agreement and any Supplemental Trust Agreement. Page 211 of 565
9 “Prepayment Price” shall mean, with respect to any Certificate, the principal amount of Basic Lease Payments represented thereby together with the premium, if any, applicable upon
an optional prepayment, payable upon prepayment thereof pursuant to such Certificate and the Trust Agreement or any Supplemental Trust Agreement, together with accrued interest represented
by such Certificate to the Prepayment Date. “Project” shall mean the lease-purchase financing and construction or refinancing of the Facilities set forth on a particular Schedule and,
if all or a portion of such Facilities shall be comprised of real property, the ground leasing of the related Facility Site by the City to the Corporation and the subleasing of such
Facility Site back to the City. “Project Fund” shall mean the trust fund designated as the “Project Fund” created and established in Section 401 of the Trust Agreement. “Purchase Option
Price” shall mean, with respect to any Facility financed or refinanced under a Lease, as of each Lease Payment Date, the portion of the Basic Lease Payment then due plus the portion
of the remaining principal portion of the Purchase Option Price allocable to such Facility based on the portion of the original principal amount of the related Certificates allocable
to the financing of such Facility, minus any credits pursuant to the provisions of Section 3.2 hereof, plus, an amount equal to the interest to accrue with respect to the Certificates
to be prepaid as a result of the release of such Facility from the Lease, from such Lease Payment Date to the next available date for prepaying such Certificates, unless such prepayment
shall occur on such Lease Payment Date, plus an amount equal to a pro rata portion of any Additional Lease Payments and Supplemental Payments then due and owing under the Lease relating
to such Facility, including any prepayment premiums payable on the Certificates prepaid. “Qualified Financial Institution” shall mean a bank, trust company, national banking association
or a corporation subject to registration with the Board of Governors of the Federal Reserve System under the Bank Holding Company Act of 1956 or the Federal National Mortgage Association
or any insurance company or other corporation (i) whose unsecured obligations or uncollateralized long term debt obligations have been assigned a rating by a Rating Agency which is not
lower than “A” by S&P and “A” by Moody’s, or which has issued a letter of credit, contract, agreement or surety bond in support of debt obligations which have been so rated; or (ii)
which collateralizes its obligations at all times at levels in compliance with the requirements of the Rating Agencies for ratings not lower than “A” by S&P and “A” by Moody’s. “Regularly
Scheduled Payments” shall mean any regularly scheduled payment required to be paid under the terms of a Hedge Agreement (excluding any fees, expenses or default interest payable as the
result of a delay or failure to make a required payment under the Hedge Agreement), but in no event shall include payments due in connection with the designation of an “Early Termination
Date” under the terms of a Hedge Agreement, except for “Unpaid Amounts” under such Hedge Agreement. “Reimbursement Agreement” shall mean, with respect to each Lease, any reimbursement
agreement among the Corporation, the City and any Credit Facility Issuer. “Reserve Account” shall mean any Reserve Account established pursuant to Section 405 of the Trust Agreement
and in any Supplemental Trust Agreement. “Reserve Account Letter of Credit/Insurance Policy” shall mean the irrevocable letter or line of credit, insurance policy, surety bond or guarantee
agreement issued by a Qualified Financial Institution Page 212 of 565
10 in favor of the Trustee which is to be deposited into a Reserve Account in order to fulfill the Reserve Account Requirement relating thereto. “Reserve Account Requirement” shall mean,
in regard to a Reserve Account to secure a Series of Certificates, such amounts, if any, as shall be provided in the Supplemental Trust Agreement authorizing the issuance of such Series
and in the Schedule relating thereto, provided that if the interest portion of Basic Lease Payments is intended to be excludable from gross income for federal income tax purposes, such
Reserve Account Requirement shall not exceed the least of (i) the maximum annual amount of Basic Lease Payments represented by Certificates of the Series secured by such Reserve Account
in the current or any subsequent Fiscal Year, (ii) 125% of the average annual amount of Basic Lease Payments represented by Certificates of the Series secured by such Reserve Account
in the current or any subsequent Fiscal Years, and (iii) 10% of the stated principal amount (or or issue price net of accrued interest if the issue has more than a de minimis amount
of original issue discount or premium) of such Series of Certificates. “Schedule” shall mean a schedule, as amended and supplemented from time to time, to this Master Lease to be executed
and delivered by the City and the Corporation for each Project, substantially in the form of Exhibit A hereto. “Series” or “Series of Certificates” shall mean the aggregate amount of
each series of Certificates evidencing an undivided proportionate interest of the owners thereof in a particular Lease and the Basic Lease Payments thereunder, issued pursuant to the
Trust Agreement or a Supplemental Trust Agreement. “Special Counsel” shall mean Greenberg, Traurig, P.A., Miami, Florida, or any other attorney at law or firm of attorneys of nationally
recognized standing and experience in matters pertaining to municipal securities, and specifically the tax aspects of obligations issued by states and political subdivisions. “State”
shall mean the State of Florida. “Supplemental Payments” shall mean all amounts due under a Lease other than Basic Lease Payments and Additional Lease Payments. “Supplemental Trust Agreement”
shall mean any agreement supplemental or amendatory of the Trust Agreement. “Trust Agreement” shall mean the Master Trust Agreement dated as of [November 1, 2010] entered into by and
between the Corporation and the Trustee, and any Supplemental Trust Agreement. “Trustee” shall mean Wells Fargo Bank, N.A., Orlando, Florida and its successors or assigns which may at
any time be substituted in its place pursuant to the provisions of the Trust Agreement. SECTION 1.2. Rules of Construction. Unless the context shall otherwise indicate, words importing
the singular number shall include the plural number and vice versa, and words importing persons shall include firms, associations and corporations, including public bodies as well as
natural persons. The terms “hereby”, “hereof”, “hereto”, “herein”, “hereunder”, and any similar terms, as used in this Master Lease, refer to this Master Lease. Page 213 of 565
11 ARTICLE II LEASE AND SUBLEASE OF FACILITIES AND FACILITY SITES SECTION 2.1. Lease and Sublease of Facilities and Facility Sites. The Corporation hereby agrees to demise, lease and
sublease to the City, and the City hereby agrees to hire, take, lease and sublease from the Corporation, the right, title and interest of the Corporation in and to the Facilities and
Facility Sites, listed on each Schedule hereto, on the terms and conditions set forth in this Master Lease. For purposes of each Lease, all materials and services in respect of which
amounts are paid by the Trustee for the acquisition, construction and installation of a Facility (including monies disbursed for Costs of Issuance) shall be deemed accepted by the City
hereunder upon execution of a requisition by the City directing payment therefor under Section 402 of the Trust Agreement. The City hereby agrees that it has received valuable consideration
for the portion of Basic Lease Payments representing Costs of Issuance and will pay the Lease Payments in respect of same, subject to the provisions hereof. SECTION 2.2. Lease Term.
This Master Lease shall be for an original Term commencing on the date hereof through and including September 30, 2010, and automatically renewable annually thereafter through the last
date set forth on any Schedule hereto unless sooner terminated in accordance with the provisions hereof, including in particular Sections 3.5 and 4.1 hereof. Upon expiration or termination
of the Lease Term, other than pursuant to Section 4.1(b) or (c) hereof, the Trustee, the City and the Corporation, at the expense of the City, shall execute and deliver such documents,
if any, as shall be necessary to evidence such termination. The useful life of the Facilities shall extend beyond the last date set forth on the particular Schedule relating to such
Facilities. SECTION 2.3. Acquisition of Facilities. The City shall be responsible for acquisition, construction and installation of the Facilities, as agent for the Corporation, pursuant
to the specifications of the City, including the letting of all contracts for the acquisition, construction and installation of the Facilities and for supervising the acquisition, construction
and installation of the Facilities. Contracts in connection with the acquisition, construction and installation of the Facilities shall be let in accordance with applicable law and City
policies. Moneys deposited in the Acquisition Account established with respect to particular Facilities shall be disbursed from time to time to pay the Costs of such Facilities, all
as provided in Section 402 of the Trust Agreement and the applicable provisions of a Supplemental Trust Agreement. The City agrees that it will deliver to the Trustee completed requisitions
in the form attached to the Trust Agreement as Exhibit B, and upon completion of acquisition, construction and installation of the Facilities, the City will deliver a Certificate of
Acceptance in the form attached hereto as Exhibit B in order for the Trustee to make the final advances therefor in accordance with the provisions of the Trust Agreement. The City further
agrees to deliver the items described in Section 402 of the Trust Agreement with respect to the acquisition of each portion of a Facility constituting land or an interest therein, to
be financed hereunder. The City shall be responsible for, and shall use its best efforts to effect the completion of acquisition, construction and installation of the Facilities, whether
or not amounts in the Acquisition Account relating to such Facilities are sufficient to pay the Costs thereof. If moneys are improperly drawn from the Acquisition Account, the City upon
proper notification thereof shall deposit an amount sufficient to restore the balance therein with the Trustee, no later than thirty (30) days following receipt of such notification.
Upon determination by the City prior to delivery of a Certificate of Acceptance that amounts on deposit in the Acquisition Account for particular Facilities will exceed the actual costs
of such Facilities, Page 214 of 565
12 the City may amend the related Lease and Ground Lease for the purpose of financing additional Facilities or portions of Facilities from such funds on deposit in such Acquisition Account.
The City may determine not to acquire, construct or install one or more of the Facilities relating to a particular Lease, or may determine to substitute one or more of the Facilities
relating to a particular Lease for other approved Facilities. Upon determination by the City not to acquire, construct or install one or more of the Facilities relating to a particular
Lease, or to substitute one or more of the Facilities relating to a particular Lease, the City may amend the related Lease and Ground Lease for the purpose of deleting or substituting
such Facilities. SECTION 2.4. City’s Liability. As between the Corporation and the City, the City assumes liability for all risks of loss with respect to the Facilities. The City shall
maintain in force during the entire acquisition, construction and installation period of any Facilities, property damage insurance as required by Section 5.3 hereof and (for the benefit
of Certificate holders), as assignee of the Corporation, the Trustee shall be named as an additional insured and loss payee thereon. In the event the City or Corporation receives any
damages or other moneys from any contractor, manufacturer or supplier of any portion of the Facilities or its surety pursuant to this Section 2.4 or Section 5.3, such moneys shall be
paid to the Trustee for disposition in accordance with Section 5.4 hereof. SECTION 2.5. Possession and Enjoyment. From and after the acceptance by the City of any Facilities in accordance
with the terms of this Master Lease, the Corporation agrees that it will not interfere with the quiet use and enjoyment of the Facilities by the City during the Lease Term relating to
such Facilities and that the City shall during such Lease Term peaceably and quietly have and hold and enjoy such Facilities, without hindrance or molestation from the Corporation, except
as expressly set forth herein. At the request of the City and at the City’s cost, the Corporation shall join in any legal action in which the City asserts its right to such possession
and enjoyment to the extent the Corporation lawfully may do so. Upon expiration or termination of the Lease Term other than as a result of nonappropriation or default, the City shall
enjoy full right, title and interest in and to the Facilities, unless the Facilities are otherwise disposed of in accordance with the terms of this Master Lease. SECTION 2.6. Trustee
Access to Facilities. During the Lease Term of each Lease the City agrees that the Trustee, as assignee of the Corporation or its agents, shall have the right during the City’s normal
working hours on the City’s normal working days to examine and inspect the Facilities for the purpose of assuring that the Facilities are being properly maintained, preserved, and kept
in good repair and condition. SECTION 2.7. Disclaimer of Warranties. The City acknowledges that each of the Corporation, the Trustee, the Certificate holders and any Credit Facility
Issuer or issuer of a Reserve Account Letter of Credit/Insurance Policy MAKES NO WARRANTY OR REPRESENTATION, EITHER EXPRESS OR IMPLIED, AS TO THE TITLE TO, VALUE, DESIGN, CONDITION,
HABITABILITY, MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE OR FITNESS FOR USE OF ANY FACILITIES OR ANY PORTION THEREOF, OR AS TO THE QUALITY OR CAPACITY OF THE MATERIAL OR WORKMANSHIP
IN SUCH FACILITIES OR ANY WARRANTY THAT SUCH FACILITIES WILL SATISFY THE REQUIREMENTS OF ANY LAW, RULE, SPECIFICATIONS OR CONTRACT WHICH PROVIDES FOR SPECIFIC MACHINERY, OPERATORS OR
SPECIAL METHODS OR ANY OTHER WARRANTY OF ANY KIND WHATSOEVER. In no event shall the Corporation, the Trustee, the Certificate holders or any Credit Facility Issuer or issuer of a Reserve
Account Letter of Credit/Insurance Policy be liable for any incidental, indirect, special or consequential damage in connection with or arising out of this Master Page 215 of 565
13 Lease or the existence, furnishing, functioning or City’s use of the Facilities, or any item, product or service provided for in this Master Lease. SECTION 2.8. Warranties of the
Facilities. The Corporation hereby appoints the City its agent and attorney-in-fact during the Lease Term to assert from time to time whatever claims and rights, including warranties
of the Facilities, which the Corporation or the City may have against the contractor, manufacturer or supplier of any Facilities or portion thereof. SECTION 2.9. Compliance with Law.
The City and the Corporation each represents, warrants and covenants that it has complied and will comply throughout the Lease Term of each Lease with the requirements of Section 286.011,
Florida Statutes, as amended, as well as Chapter 119, Florida Statutes, as amended, relating to public access to its records and the openness of its meetings to the public. SECTION 2.10.
Representations, Covenants and Warranties of the City. The City represents, covenants and warrants as follows: (a) The City is a duly created municipal corporation existing under the
laws of the State, has power to enter into this Master Lease and each Schedule hereto and has duly authorized and taken the necessary acts required prior to (including all required approvals)
the execution and delivery of this Master Lease. The City warrants that this Master Lease, upon the execution and delivery hereof, is a valid, legal and binding limited obligation of
the City, payable from current or other funds authorized by law and appropriated for such purpose as provided in Section 3.1 hereof. (b) Neither the execution and delivery of this Master
Lease nor of any Schedule nor the consummation of the transactions contemplated hereby and thereby, nor the fulfillment of or compliance with the terms and conditions hereof and thereof
conflicts with or results in a breach of the terms, conditions, or provisions of any restriction or any agreement or instrument to which the City is now a party or by which the City
is bound or constitutes a default under any of the foregoing, nor conflicts with or results in a violation of any provision of law governing the City and no representation, covenant
and warranty herein is false, misleading or erroneous in any material respect. (c) During the Lease Term the City will use the Facilities only to perform essential municipal functions
and/or to render essential municipal services pursuant to the powers granted by the Act. (d) There is no action, suit, proceeding, inquiry or investigation, at law or in equity, before
or by any court, public board or body, known to be pending or threatened against or affecting the City nor to the best of the knowledge of the City is there any basis therefor, wherein
an unfavorable decision, ruling, or finding would materially and adversely affect the transactions contemplated by the City or which would adversely affect, in any way, the validity
or enforceability of this Master Lease or any material agreement or instrument to which the City is a party, used or contemplated for use in the consummation of the transactions contemplated
hereby. The City shall give the Trustee prompt written notice of any material litigation or proceedings concerning the City or the Facilities and of any dispute concerning the City or
the Facilities, if the dispute may substantially interfere with the timely acquisition, construction and installation of the Facilities or the City’s utilization thereof or with the
City’s ability to meet its obligations under this Master Lease. Page 216 of 565
14 (e) The estimated Cost of the Facilities shall not be less than the amount set forth on each Schedule relating to such Facilities (as such Schedule may be amended). The Facilities
will be designed and constructed so as to comply with all applicable building and zoning ordinances and regulations, if any, and any and all applicable judicial and state standards and
requirements relating to the Facilities and Facility Sites. (f) The moneys in each Acquisition Account and any investment earnings thereon will be used only for payment of Cost of the
Facilities, including payment of Basic Lease Payments. (g) The award or negotiation of contracts relating to the acquisition, construction and installation of the Facilities will be
in accordance with applicable provisions of the Act including, without limitation, Section 3.10 of the Charter of the City. (h) The City shall have fee simple title to, or be the holder
of a Permitted Leasehold Interest in, all Facility Sites, subject only to Permitted Encumbrances, prior to entering into any Ground Lease with respect to such Facility Sites or amending
any Ground Lease to add Facility Sites. (i) In its use of the Facilities, the City shall comply with all applicable Federal, State and local governmental laws, regulations, ordinances,
rules, orders, standards
and codes and with all hazard insurance underwriters’ standards applicable to the Facilities. (j) Adequate water, sanitary sewer and storm sewer utilities, electric power, telephone
and other utilities are available to the Facilities. (k) The City intends, and will intend upon execution and delivery of each Schedule, that this Master Lease shall remain in full force
and effect until the last Lease Payment Date for any Facility hereunder. (l) The City shall comply with all continuing disclosure requirements which may be applicable to it from time
to time. SECTION 2.11. Representations, Covenants and Warranties of Corporation. The Corporation represents, covenants and warrants as follows: (a) The Corporation is a Florida not-for-profit
corporation duly created, existing and in good standing under the laws of the State, is duly qualified to do business in the State, has all necessary power to enter into this Master
Lease and each Schedule hereto, is possessed of full power to own, lease and hold real and personal property and to lease and sell the same as lessor, and has duly authorized the execution
and delivery of this Master Lease and this Master Lease, upon execution and delivery hereof, is a valid, legal and binding non-recourse obligation of the Corporation. (b) Neither the
execution and delivery hereof nor of any Schedule hereto, nor the fulfillment of or compliance with the terms and conditions hereof or thereof, nor the consummation of the transactions
contemplated hereby or thereby, conflicts with or results in a breach of the terms, conditions and provisions of any restriction or any agreement or instrument to which the Corporation
is now a party or by which the Corporation is bound, or constitutes a default under any of the foregoing. Page 217 of 565
15 (c) To the knowledge of the Corporation, there is no litigation or proceeding pending or threatened against the Corporation or any other person affecting the right of the Corporation
to execute or deliver this Master Lease or to comply with its obligations under this Master Lease. Neither the execution and delivery of this Master Lease by the Corporation, nor compliance
by the Corporation with its obligations under this Master Lease, require the approval of any regulatory body, any parent company, or any other entity, which approval has not been obtained.
ARTICLE III LEASE PAYMENTS SECTION 3.1. Payment of Lease Payments. Subject to the conditions stated herein, the City agrees to pay the Basic Lease Payments stated on each particular
Schedule hereto and agrees to pay and discharge Additional Lease Payments and Supplemental Payments, including all other amounts, liabilities and obligations which the City assumes or
agrees to pay to the Corporation or to others as provided herein and on each Schedule hereto, together with interest on any overdue amount; PROVIDED HOWEVER, THAT NONE OF THE CITY, THE
STATE, OR ANY POLITICAL SUBDIVISION OR AGENCY THEREOF SHALL BE OBLIGATED TO PAY, EXCEPT FROM AVAILABLE REVENUES APPROPRIATED BY THE CITY, ANY SUMS DUE HEREUNDER FROM ANY SOURCE OF TAXATION
AND THE FULL FAITH AND CREDIT OF NEITHER THE CITY, THE STATE NOR ANY POLITICAL SUBDIVISION OR AGENCY THEREOF IS PLEDGED FOR PAYMENT OF SUCH SUMS DUE HEREUNDER AND SUCH SUMS DO NOT CONSTITUTE
AN INDEBTEDNESS OF THE CITY OR THE STATE OR ANY POLITICAL SUBDIVISION OR AGENCY THEREOF WITHIN THE MEANING OF ANY CONSTITUTIONAL OR STATUTORY PROVISION OR LIMITATION. NONE OF THE CORPORATION,
THE TRUSTEE, OR ANY CERTIFICATE HOLDER MAY COMPEL THE LEVY OF ANY AD VALOREM TAXES BY THE CITY TO PAY THE LEASE PAYMENTS HEREUNDER. All Basic Lease Payments, Additional Lease Payments
and all Supplemental Payments shall be made from current or other funds authorized by law and appropriated for such purpose by the City. On each Lease Payment Date, the City City shall
pay to the Trustee, in lawful money of the United States of America, the Basic Lease Payments for such Lease Payment Date, less any credits as contemplated by Section 3.2 hereof, and
less any reductions as contemplated by Section 4.2 hereof. The City agrees to deposit such amounts with the Trustee on each Lease Payment Date in order to assure that sufficient moneys
will be available to the Trustee to make timely distribution thereof to the Certificate holders, or to reimburse any Credit Facility Issuer as provided in the following paragraph, all
in accordance with the Trust Agreement. In the event that the Trustee has not received such Basic Lease Payments on such Lease Payment Date, the Trustee shall notify the City on the
Business Day following the day payment was due that such Basic Lease Payments have not been received; provided, however, that such notice is for the purpose of convenience only and the
City’s obligation to make such payments shall in no way be conditioned by the giving or receipt of such notice. The City shall also pay, when due, directly to or upon the order of the
party entitled thereto, Additional Lease Payments and Supplemental Payments in accordance with the terms of this Master Lease and each Schedule hereto and the Trust Agreement. Additional
Lease Payments for each separate Lease entered into under this Master Lease include, without limitation, optional prepayment premiums, Trustee fees and expenses, Corporation expenses,
Credit Facility Issuer fees and expenses, if any, and all other amounts due the Trustee under the Trust Agreement or this Master Lease, a Credit Facility Issuer under any Reimbursement
Agreement and a Counterparty under a Hedge Agreement, all as set forth on a particular Schedule hereto. Supplemental Payments for each separate Lease hereunder include, without Page
218 of 565
16 limitation, amounts required to be paid under Sections 5.1, 5.2, 5.6, 5.10 and 6.2 hereof, and amounts necessary to restore the balance in the Reserve Account for a particular Series
of Certificates to the Reserve Account Requirement for such Series as provided in Section 405(b) of the Trust Agreement, or recurring amounts payable to a provider of a Reserve Account
Letter of Credit/Insurance Policy. THE CITY MAY NOT BUDGET AND APPROPRIATE FUNDS TO MAKE LEASE PAYMENTS SELECTIVELY ON A LEASE BY LEASE BASIS, BUT MUST APPROPRIATE FUNDS FOR ALL LEASES
OR NONE OF THEM. The City hereby authorizes the Trustee, as assignee of the Corporation, (i) to create a Reserve Account to be held by the Trustee under the Trust Agreement for each
Series of Certificates if provided by the Schedule relating thereto, (ii) to deposit in each Reserve Account a portion of the proceeds from the sale of the Series of Certificates relating
thereto, or in lieu thereof, or in substitution for the full amounts then on deposit therein or in an amount equal to the difference between the amount required to be deposited and the
sum, if any, on deposit in a Reserve Account, to provide a Reserve Account Letter of Credit/Insurance Policy equal to the Reserve Account Requirement relating to such Series, or combination
of a portion of the proceeds from the sale of a Series of Certificates and a Reserve Account Letter of Credit/Insurance Policy, and (iii) to use such amounts or amounts drawn on the
Reserve Account Letter of Credit/Insurance Policy deposited in each sub-account of the Reserve Account as set forth in Section 405 of the Trust Agreement. In the event the aggregate
amount of any cash, the value of any Investment Securities and the stated amount of any Reserve Account Letter of Credit/Insurance Policy in a Reserve Account shall be less than the
Reserve Account Requirement provided therefor, the City shall pay to the Trustee from moneys budgeted and appropriated as Basic Lease Payments during the current Fiscal Year as Supplemental
Payments Payments an amount equal to such deficiency within thirty (30) days of receipt of notice of the deficiency from the Trustee. In the event the Trustee makes a draw on a Reserve
Account Letter of Credit/Insurance Policy to pay amounts equal to Basic Lease Payments represented by a Series of Certificates, the City shall cause the amount which the Trustee can
draw upon such Reserve Account Letter of Credit/Insurance Policy (or its original stated amount, if the City shall have deposited into the related Reserve Account a Letter of Credit/Insurance
Policy pursuant to this Section) to be reinstated. In the event a Reserve Account Letter of Credit/Insurance Policy on deposit in a Reserve Account expires or is terminated, the City
shall, simultaneously with such expiration or termination, either replace such Letter of Credit/Insurance Policy with a subsequent Reserve Account Letter of Credit/Insurance Policy with
a stated amount equal to the Reserve Account Requirement or transfer to the Trustee, for deposit in such Reserve Account in which such Policy had been deposited, an amount of cash equal
to the Reserve Account Requirement. SECTION 3.2. Credits to Lease Payments. The Lease Payments due hereunder shall be reduced when applicable by the amounts credited as follows: (a)
The Trustee shall deposit into the Lease Payment Account established with respect to each Lease, interest income in accordance with the Trust Agreement, amounts in excess of the Reserve
Account Requirement transferred to the Lease Payment Account pursuant to Section 405(d) of the Trust Agreement and amounts transferred from the Capitalized Interest Account to the Lease
Payment Account pursuant to Section 403 of the Trust Agreement, and apply such amounts as provided therein. (b) Upon the completion of acquisition and construction of the Facilities
financed under a particular Lease and payment of all Costs of such Facilities amounts, if any, transferred to the Lease Payment Account for such Series, to be applied to Basic Lease
Payments next coming due under the Lease in accordance with Section 402(e) of the Trust Agreement. Page 219 of 565
17 (c) There shall be deposited in the Lease Payment Account or the Acquisition Account for a Series of Certificates, Net Proceeds realized in the event of damage, destruction or condemnation
to be applied to Basic Lease Payments or the costs of Facilities under the related Lease, respectively, in accordance with Section 5.4(b) of the Master Lease. SECTION 3.3. Basic Lease
Payment Components. A portion of each Basic Lease Payment is paid as and represents the payment of interest and the balance of each Basic Lease Payment is paid as and represents the
payment of principal. Each Schedule hereto shall set forth such components of each Basic Lease Payment for the Facilities financed hereunder. Unless otherwise provided in a Schedule
with respect to a Series, the interest portion of each Basic Lease Payment shall be calculated on the basis of a 360 day year consisting of twelve 30 day months. SECTION 3.4. Lease Payments
to be Unconditional. Subject to Sections 3.1 and 3.5 hereof the obligations of the City to make Lease Payments and to pay all other amounts provided for herein and in each Schedule and
to perform its obligations under this Master Lease and each Schedule, shall be absolute and unconditional, and such Lease Payments and other amounts shall be payable without abatement
or any rights of set-off, recoupment or counterclaim the City might have against any supplier, contractor, the Corporation, the Trustee or any other person and whether or not the Facilities
are accepted for use or used by the City or available for use by the City, whether as a result of damage, destruction, condemnation, defect in title or failure of consideration or otherwise.
This Master Lease shall be deemed and construed to be a “net lease”. SECTION 3.5. Non-Appropriation. Notwithstanding anything in this Master Lease to the contrary, the cost and expense
of the performance by the City of its obligations under this Master Lease and each Schedule hereto and the incurrence of any liabilities of the City hereunder and under each Schedule
hereto including, without limitation, the payment of all Lease Payments and all other amounts required to be paid by the City under this Master Lease and each Schedule hereto, shall
be subject to and dependent upon appropriations being duly made from time to time by the City for such purposes. Under no circumstances shall the failure of the City to appropriate sufficient
funds constitute a default or require payment of a penalty, or in any way limit the right of the City to purchase or utilize buildings, facilities or equipment similar in function to
those leased hereunder. Unless the City, no later than its last City Council meeting in the month of July of the then current Fiscal Year, shall give notice of its intent not to appropriate
the funds necessary to make all Lease Payments coming due in the following Fiscal Year under this Master Lease and each Schedule hereto, the City Manager shall include in the budget
recommendation for the following Fiscal Year submitted to the City Council in accordance with the Act, the funds necessary to make such Lease Payments, and the Lease Term of all Leases
shall be automatically renewed on September 30 of the current Fiscal Year, to commence on October 1 of the following Fiscal Year, subject to appropriation being made by the City in its
annual Budget. If Lease Payments are due hereunder during the period prior to the adoption of the City’s annual Budget for an ensuing Fiscal Year, the Lease Term of all Leases shall
be deemed extended only if the tentative budget or extension of the prior budget (whether by City Council action or operation of law) makes available to the City monies which may be
legally used to make the Lease Payments due hereunder during such period. If no such appropriation is made by the City in its final annual Budget, or if no official budget is adopted
as of the last day upon which a final budget is required to have been adopted under the Act, the Lease Term of all Leases shall terminate as of the date of adoption of the final annual
Budget, or the last day upon which a final budget is required to have been adopted under the Act, whichever is earlier. Page 220 of 565
18 If the City declares its intent at such public meeting prior to the end of the then current Fiscal Year not to appropriate the funds necessary to make all Lease Payments coming due
in the following Fiscal Year under this Master Lease and each Schedule hereto, the Lease Term of all Leases shall not be automatically renewed for the following Fiscal Year, but shall
terminate on September 30th of the current Fiscal Year. The final Lease Term may be for a period which is less than a full Fiscal Year. The City hereby agrees that, within three (3)
Business Days after the adoption or approval of the final annual Budget which does not appropriate the funds necessary to make all Lease Payments coming due in the following Fiscal Year
under this Master Lease and each Schedule hereto, it shall provide written notice of that fact to the Trustee, any Credit Facility Issuer, any issuer of a Reserve Account Letter of Credit/Insurance
Policy and any Counterparty. THE CITY MAY NOT BUDGET AND APPROPRIATE FUNDS TO MAKE LEASE LEASE PAYMENTS SELECTIVELY ON A LEASE BY LEASE BASIS, BUT MUST APPROPRIATE FUNDS FOR ALL LEASES
OR NONE OF THEM. SECTION 3.6. Surrender of Facilities. (A) Upon the termination of the Lease Term of all Leases prior to the payment of all Lease Payments scheduled therefor or without
the payment of the then applicable Purchase Option Price of the Facilities financed under such Lease, or (B) as provided in Section 8.2 hereof upon the occurrence of an event of default,
the City shall immediately surrender and deliver possession of all the Facilities financed under this Master Lease and all Schedules hereto to the Trustee as assignee of the Corporation
or any person designated by it, in the condition, state of repair and appearance required under this Master Lease, in accordance with the instructions of the Corporation. Upon such surrender,
the transferee shall sell or lease its interest in the Facilities if then practicable in such manner and to such person or persons for any lawful purpose or purposes, as it shall, in
its sole discretion, determine to be appropriate. The proceeds derived by such transferee from any such sale or lease of its interest in the Facilities shall be applied first to the
payment in full of the Series of Certificates relating to such Facilities (including all amounts owing under the applicable Lease) and then to the payment of any accrued but unpaid obligations
of the Corporation under Section 3 of the Ground Lease relating to such Facilities. Any excess after all such payments shall be paid to the City. If the City shall refuse or fail to
voluntarily deliver possession of the Facilities to the Corporation or its assignee as above provided, the Corporation or its assignee may enter into and upon the Facilities, or any
part thereof, and repossess the same and thereby restore the Corporation or its assignee to its former possessory estate as lessee under the related Ground Lease and lessor hereunder
and expel the City and remove its effects forcefully, if necessary, without being taken or deemed to be guilty in any manner of trespass in order that the Corporation or its assignee
may sell or re-let the leasehold interest in the Facilities, subject to Permitted Encumbrances, for any lawful purpose or purposes, for the remainder of the term of the related Ground
Lease, if applicable, and the City shall have no further possessory right whatsoever in the Facilities, for the remainder of the term of the respective Ground Lease; the Corporation
or its assignee may exercise all available remedies at law or in equity to evict the City and to enjoy its possessory rights to all Facility Sites under one or more related Ground Leases;
and the City shall be responsible for the payment of damages in an amount equal to the Lease Payments which would have accrued hereunder, calculated on a daily basis, for any period
during which the City fails to surrender the Facilities or for any other loss suffered by the Corporation or its assignee as a result of the City’s failure to surrender the Facilities,
all without prejudice to any remedy which might otherwise be available to the Corporation or its assignee for arrears of Lease Payments or for any breach of the City’s covenants herein
contained. Page 221 of 565
19 Upon the termination of the Lease Term of all Leases as a result of a default by the City, the Corporation or its assignee shall have, in addition to the rights and remedies described
above, the right to sue for compensatory damages, including upon failure of the City to surrender possession of the Facilities to the Corporation or its assignee, damages for any loss
suffered by the Corporation or its assignee as a result of the City’s failure to take such actions as required, including reasonable legal fees. The City, as owner of the Facility Sites,
may voluntarily and in cooperation with the Corporation or its assignee as owner of the Facilities, sell the Facility Sites and the Facilities, the proceeds of such sale to be applied
by the Trustee in the manner described above in this section. The sale of any particular Facility Site and Facility thereon shall require the consent of the Credit Facility Issuer, if
any, insuring the Series of Certificates relating to such Facility Site and Facility thereon. If If applicable, such sale shall be conducted in accordance with the applicable provisions
of the Act including, without limitation, Sections 1.4(B) and 4.3(A)(7) of the Charter of the City. ARTICLE IV TERMINATION SECTION 4.1. Termination of Lease Term. The Lease Term will
terminate upon the earliest of any of the following events: (a) with respect to all Leases, on the latest Lease Payment Date set forth in any Schedule attached to this Master Lease;
(b) with respect to all Leases, in the event of nonappropriation of funds for payment of Lease Payments as provided in Sections 3.1, 3.4 and 3.5 of this Master Lease; (c) with respect
to all Leases, upon a default by the City with respect to any Lease and the termination of the Lease Term of all Leases by the Trustee pursuant to Section 8.2(a) of this Master Lease;
(d) with respect to a particular Lease, upon payment by the City of the Purchase Option Price of the particular Facilities leased under such Lease, or upon provision for such payment
pursuant to Section 7.3 hereof, provided, however, that upon such provision for payment the obligation to make Lease Payments under such Lease shall continue to be payable solely from
such provision for payment. Page 222 of 565
20 SECTION 4.2. Effect of Termination. (a) Upon the termination of the Lease Term for the reason referred to in Section 4.1(b) or (c) hereof, the provisions of Section 3.6 shall be applicable.
Upon such termination for the reason referred to in Section 4.1(c) hereof, the provisions of Sections 8.2 and 8.3 shall also be applicable. (b) In the event of termination of the Lease
Term for the reason referred to in Section 4.1(d) hereof, there shall be applied solely from the amounts deposited pursuant to Section 7.3 hereof as a reduction against such Basic Lease
Payments to become due after such termination an amount equal to the Basic Lease Payments applicable to the Facilities. (c) Notwithstanding the termination of the Lease Term pursuant
to Section 4.1 hereof, the representations of the City set forth in Section 2.10 hereof and the provisions of Sections 5.7 and 5.10 hereof shall survive such termination. ARTICLE V COVENANTS
OF CITY SECTION 5.1. Maintenance of the Facilities by the City. The City agrees that that at all times during each Lease Term, the City will, at the City’s own cost and expense, maintain,
preserve and keep the Facilities in good repair and condition, and that the City will from time to time make or cause to be made all necessary and proper repairs, replacements and renewals,
interior and exterior, thereto. The Corporation shall have no obligation in any of these matters, or for the making of repairs, improvements or additions to the Facilities. If the City
fails to perform such obligations the Trustee may perform the City’s obligations or perform work resulting from the City’s actions or omissions and the cost thereof (together with interest
until reimbursed) shall be immediately due and payable as Supplemental Payments. SECTION 5.2. Taxes, Other Governmental Charges and Utility Charges. In the event that the ownership,
leasing, use, possession or acquisition of the Facilities or Facility Sites are found to be subject to taxation in any form, the City will pay during each Lease Term, as the the same
come due, all taxes and governmental charges of any kind whatsoever that may at any time be lawfully assessed or levied against or with respect to the Facilities or Facility Sites and
any facilities or other property acquired by the City as permitted under this Master Lease in substitution for, as a renewal or replacement of, or a modification, improvement or addition
to the Facilities or Facility Sites, as well as all utility and other charges incurred in the operation, maintenance, use, occupancy and upkeep of the Facilities and Facility Sites;
provided that, with respect to any governmental charges that may lawfully be paid in installments over a period of years, the City shall be obligated to pay only such installments as
have accrued during the time the Lease Term is in effect. If the City fails to perform such obligations the Trustee may perform the City’s obligations and the cost thereof together with
interest at a rate equal to the lesser of (i) the prime rate of the Trustee (or if the Trustee does not set a prime rate, the prime rate of the Trustee’s affiliated bank) plus two percent
(2%) or (ii) the highest amount then allowed by law) until reimbursed, shall be immediately due and payable as Supplemental Payments. SECTION 5.3. Provisions Regarding Insurance. During
acquisition, construction and installation of the Facilities the City shall require any contractor to provide workers’ compensation, comprehensive general liability insurance, property
insurance, property coverage for contractor’s equipment, professional liability insurance, builders risk insurance, automobile liability insurance, and other insurance required by the
City. Contractors shall be required to provide builders’ all risk property Page 223 of 565
21 damage insurance in an amount not less than the full value of all work in place and materials and equipment provided or delivered by each supplier. The Trustee and the Corporation
shall be named as additional insureds and loss payees wherever the City is to be so named, and shall be entitled to prompt written notice of cancellation to the same extent as the City.
The City shall, during the Lease Term, purchase and maintain property insurance coverage against such risks and in such amounts as are customarily insured against in connection with
the operation of facilities comparable in size and scope to the Facilities, and the City will carry and maintain or cause to be carried and maintained and pay, or cause to be paid, the
premiums for at least the following insurance with respect to the Facilities, to the extent such insurance is available at commercially reasonable costs, covering the replacement cost
of its property including the Facilities insuring against the perils of FIRE, LIGHTNING, WINDSTORM, HAIL, HURRICANE, WINDBLOWN RAIN, DAMAGE FROM WATER, EXPLOSION, AIRCRAFT, VEHICLES,
SMOKE, VANDALISM AND MALICIOUS MISCHIEF, TRANSPORTATION HAZARDS, THEFT AND BURGLARY. The adequacy of the City’s property insurance coverage shall be reviewed annually by the Insurance
Consultant, and the City shall follow the recommendations of the Insurance Consultant so long as the recommended insurance is available through the Florida Municipal Insurance Trust,
or otherwise at commercially reasonable costs and otherwise satisfies the criteria set forth herein. The City shall maintain eligibility for assistance by the Federal Emergency Management
Agency. The City may elect to self-insure for any such damage or liability, as provided above, upon the following terms and conditions: (a) the self-insurance program shall be approved
by the Insurance Consultant; (b) The self-insurance program shall include a sound claims reserve fund out of which each self-insured claim shall be paid; the adequacy of such fund shall
be evaluated at least annually by the Insurance Consultant; and any deficiencies in the fund shall be remedied in accordance with the recommendations of the Insurance Consultant; (c)
The self-insurance claims reserve fund shall be held in a bank account created for the purpose of maintaining such self-insurance funds, which bank account may be under the control of
the City and may not be commingled with other City moneys; and (d) In the event the self-insurance program shall be discontinued, the actuarial soundness of its claims reserve fund shall
be maintained. The City will cause the adequacy of its self-insurance reserve fund to be reviewed by the Insurance Consultant on an annual basis. Flood insurance shall be separately
maintained for its property, including any of the Facilities, located in a federally designated flood plain, in such amounts per occurrence recommended by the Insurance Consultant as
being available at commercially reasonable costs and in minimum amounts necessary to qualify for the Federal disaster relief programs. If such minimum amounts are not available at commercially
reasonable costs in the opinion of the Insurance Consultant, the City shall self-insure for such amounts as will qualify for the Federal disaster relief program. Page 224 of 565
22 The sufficiency of the City’s flood insurance coverage shall be reviewed at least annually by the Insurance Consultant, and the City shall follow the recommendations of the Insurance
Consultant so long as the recommended insurance meets the criteria set forth in the preceding paragraph. Any insurance policy issued pursuant to this Section 5.3 shall provide that the
Corporation and the Trustee shall be notified in writing of any proposed cancellation of such policy thirty (30) days prior to the date set for cancellation. Any policy of all risk property
insurance must be obtained from a commercial insurance company or companies rated in the A category by A.M. Best Company or in one of the two highest rating categories of Moody’s and
S&P, or otherwise approved by the Insurance Consultant. The City and the Trustee shall be named as insureds and loss payees. If required by Florida law, the City shall carry or cause
to be carried worker’s compensation insurance
covering all employees on, in, near or about the Facilities, and upon request, shall furnish or cause to be furnished to the Corporation and the Trustee certificates evidencing such
coverage. In the event of any loss, damage, injury, accident, theft or condemnation involving the Facilities, the City shall promptly provide or cause to be provided to the Corporation
and the Trustee written notice thereof, and make available or cause to be made available to the Corporation and the Trustee all information and documentation relating thereto. Any insurance
policy maintained pursuant to this Section 5.3 shall be so written or endorsed to provide that the Trustee (on behalf of the Certificate holders), and the Corporation are named as additional
insureds, and the Trustee, the Corporation and the City are named as loss payees as their interests may appear and the Net Proceeds of any appropriation made in connection with a self-insurance
election shall be payable to the City, the Corporation and the Trustee (on behalf of the Certificate holders) as their respective interests may appear. The Net Proceeds of the insurance
required in this Section 5.3 or the Net Proceeds of any appropriation in connection with a self-insurance election shall be applied as provided in Section 5.4(a) and Section 5.4(b) hereof.
SECTION 5.4. Damage, Destruction or Condemnation. If prior to the termination of the Lease Term under a particular Lease, the Facilities financed under such Lease or any portion thereof
are destroyed or are damaged by fire or other casualty, or title to, or the temporary use of such Facilities or any portion thereof shall be taken under the exercise of the power of
eminent domain, the City shall, within sixty (60) days after such damage, destruction or condemnation elect one of the following two options by written notice from an Authorized City
Representative of such election to the Corporation and the Trustee: (a) Option A -Repair, Restoration or Replacement. Except as provided below, the City will cause the Net Proceeds of
any insurance or the Net Proceeds of any appropriation made in connection with a self-insurance election, or the Net Proceeds of any claim or condemnation award to be applied to the
prompt repair, restoration, or replacement (in which case such replacement shall become subject to the provisions of the related Lease as fully as if it were the originally leased Facilities)
of such Facilities. Any such Net Proceeds received by the Trustee shall be deposited in the related Acquisition Account and be applied by the Trustee toward the payment of the Cost of
such repair, restoration or replacement, utilizing the same requisition process set forth in the Trust Agreement for the payment of the Cost of the Facilities from such Acquisition Account.
(b) Option B -Partial Prepayment. If the City has determined that its operations have not been materially affected and that it is not in the best interest of the City to repair, restore
Page 225 of 565
23 or replace that portion of the Facilities as damaged, destroyed or condemned, then the City shall not be required to comply with the provisions of subparagraph (a) set forth above.
In such event, the Net Proceeds, at the option of the City, shall be (i) if Basic Lease Payments are coming due in the next 12 months, deposited in the Lease Payment Account for the
Series of Certificates relating to such Facilities to be credited against Basic Lease Payments or (ii) deposited in the Acquisition Account for the Series of Certificates relating to
such Facilities and applied to pay the Costs of other Facilities, in which case such other Facilities shall become subject to the provisions of the related Lease as fully as if they
were the originally leased Facilities. SECTION 5.5. Insufficiency of Net Proceeds. If the City elects to repair, restore or replace the Facilities under the terms of Section 5.4(a) hereof
and the Net Proceeds therefor are insufficient to pay in full the Cost of such repair, restoration or replacement, the City shall complete the work and pay any Cost in excess of the
amount of the Net Proceeds, and the City agrees that, if by reason of any such insufficiency of the Net Proceeds the City shall make any payments pursuant to the provisions of this Section,
the City shall not be entitled to any reimbursement therefor from the Corporation or the Trustee nor shall the City be entitled to any diminution of the amounts payable under the related
Lease. SECTION 5.6. Advances. In the event the City shall not elect to self-insure any risk that would otherwise require the maintenance of insurance coverage hereunder, and shall fail
to maintain the full insurance coverage required hereunder, the Corporation may, but shall be under no obligation to, purchase the required policies of insurance and pay the premiums
on the same, or if the City shall fail to keep the Facilities in good repair and operating condition, the Corporation may, but shall be under no obligation to, make such repairs or replacements
as are necessary and provide for payment thereof; and all amounts so advanced therefor by the Corporation shall become immediately due and payable as a Supplemental Payment under the
Lease relating to such Facilities which amounts, together with interest thereon (at an annual interest rate equal to the interest portion of the Basic Lease Payments, expressed as an
annual interest rate) until paid, the City agrees to pay. SECTION 5.7. Release and Indemnification. To the extent permitted by Florida law, including the provisions of Section 768.28
Florida Statutes, the City shall indemnify and save the Corporation and the Trustee harmless from and against any and all liability, obligations, claims and damages, including consequential
damages and reasonable legal fees, costs and expenses, arising out of, or in connection with, the transactions contemplated by this Master Lease, all Schedules hereto, any Ground Lease,
any Assignment Agreement and the Trust Agreement including, without limitation, the issuance of Certificates, except in the case of liability, obligations, claims and damages arising
out of their own negligence or willful misconduct. The indemnifications provided to the Trustee hereunder shall survive the termination of this Master Lease and the Master Trust Agreement
or the sooner resignation or removal of the Trustee and shall inure to the benefit of the successors and assigns of the entity then serving as Trustee. SECTION 5.8. Payment and Performance
Bonds and other Guaranty. The City agrees to cause any contractor to provide performance, payment and guarantee and any additional bonds or surety bonds, if and when required pursuant
to applicable provisions of Florida Law. Such bonds or other surety shall be in dual obligee form, naming the City and the Trustee as dual obligees. SECTION 5.9. Essential Governmental
Functions. The City represents and warrants that the services to be provided by or from the Facilities are essential to the City’s performance of its municipal functions and/or delivery
of its municipal services, and covenants that during the Lease Term it will use the Facilities to perform essential municipal functions and/or render essential municipal services. The
City represents and covenants that it has an immediate need for the Facilities, that it does not expect such Page 226 of 565
24 need to diminish during the Lease Term and that it intends to use the Facilities for municipal purposes throughout each Lease Term. SECTION 5.10. Tax Exemption; Rebates. The City
shall comply with the provisions of the Code applicable to this Master Lease and each Schedule thereto and each Series of Certificates issued under the Trust Agreement, including without
limitation the applicable provisions of the Code relating to the computation of the yield on investments of the Gross Proceeds of each Series of Certificates, reporting of earnings on
the Gross Proceeds of each Series of Certificates, and with respect to Tax-Exempt Certificates, rebating Excess Earnings to the Department of the Treasury of the United States of America.
In furtherance of the foregoing, the City shall comply with the arbitrage rebate covenants as to compliance with the Code with respect to each Lease and each Series of Certificates,
to be delivered by Special Counsel at the time each Series of Certificates is issued, as such letter may be amended from time to time, as a source of guidance for achieving compliance
with the Code. In the event that the City shall fail to rebate such Excess Earnings when due, the Corporation or its assignee may, but shall be under no obligation to, pay amounts due
to the Treasury; and all amounts so advanced by the Corporation or its assignee shall become immediately due and payable as a Supplemental Payment under the Lease relating to such Series
of Certificates which amounts, together with interest thereon (at an annual interest rate equal to the interest portion of the Basic Lease Payments relating thereto expressed as a annual
interest rate) until paid, the City agrees to pay. The City shall not take any action or fail to take any action which (a) would cause a Lease and the Series of Certificates relating
thereto to be “arbitrage bonds” within the meaning of Section 148(a) of the Code or, (b) in the case of tax-credit obligations, would result in the failure to qualify for or maintain
eligibility for the tax credits, or (c) in the case of a Lease represented by a Series of Tax-Exempt Certificates, would cause the portion of Basic Lease Payments under such Lease representing
the payment of interest as set forth in Section 3.3 hereof to be included in the gross income of the Certificate holders, (d) in the case of a Lease represented by a Series of Certificates
issued as Build America Bonds, would impair the ability of the City to receive Federal Subsidy Payments or diminish the amount thereof or (e) in the case of Certificates which qualify
for a credit directly to the City, would impair the ability to receive such direct credit or diminish the amount thereof. SECTION 5.11. Preparation of Budget; Sufficiency of Available
Revenues for Lease Payments. The City covenants to prepare and approve a Budget for each Fiscal Year in accordance with the Act. Subject to the right of non-appropriation set forth in
Sections 3.1 and 3.5 hereof, the City expects that its legally available revenues will be sufficient to to meet its Lease Payment obligations under the Master Lease in each Fiscal Year,
and the City intends to make Lease Payments for each Fiscal Year from legally available revenues of the City budgeted and appropriated for such purpose. SECTION 5.12. Compliance with
Law, Regulations, Etc. (a) The City has, after due inquiry, no knowledge and has not given or received any written notice indicating that its Facilities and Facility Sites or the past
or present use thereof or any practice, procedure or policy employed by it in the conduct of its business materially violates any applicable law, regulation, code, order, rule, judgment
or consent agreement, including, without limitation, those relating to zoning, building, use and occupancy, fire safety, health, sanitation, air pollution, ecological matters, environmental
protection hazardous or toxic materials, substances or wastes, conservation, parking, architectural barriers to the handicapped, or restrictive covenants or other agreements affecting
title to the Facilities (collectively, “Laws and Regulations”). Without limiting the generality of the foregoing, neither the City nor to the best of its knowledge, after due inquiry,
any prior or present owner, tenant or subtenant of any of Page 227 of 565
25 the Facilities and Facility Sites has, other than as set forth in subsections (a) and (b) of this Section or as may have been remediated in accordance with Laws and Regulations, (i)
used, treated, stored, transported or disposed of any material amount of flammable explosives, polychlorinated biphenyl compounds, heavy metals, chlorinated solvents, cyanide, radon,
petroleum products, asbestos or any Asbestos Containing Materials, methane, radioactive materials, pollutants, hazardous materials, hazardous wastes, hazardous, toxic, or regulated substances
or related materials, as described in any Environmental Regulation (as such term is defined in subsection (e)), applicable to the City, any of the Facilities or Facility Sites or the
business operations conducted by the City thereon (collectively, “Hazardous Materials”) on, from or beneath its Facilities or Facility Sites, (ii) pumped, spilled, leaked, disposed of,
emptied, discharged or released (hereinafter collectively referred to as “Release”) any material amount of Hazardous Materials on, from or beneath its Facilities or Facility Sites, or
(iii) stored any material amount of petroleum products at its Facility Sites in underground storage tanks. (b) Excluded from the representations and warranties in subsection (a) hereof
with respect to Hazardous Materials are those amounts ordinarily found in the inventory of or used in the maintenance of municipal facilities, the use, treatment, storage, transportation
and disposal of which has been and shall be in compliance with all Laws and Regulations. (c) No Facilities or Facility Sites located in an area of high potential incidence of radon has
an unventilated basement or subsurface portion which is occupied or used for any purpose other than the corporation or support of the improvements to the Facilities. (d) The City has
not received any notice from any insurance company which has issued a policy with respect to the Facilities or Facility Sites or from the applicable state or local government agency
responsible responsible for insurance standards (or any other body exercising similar functions) requiring the performance of any repairs, alterations or other work, which repairs, alterations
or other work have not been completed at the Facilities or Facility Sites. The City has not received any notice of default or breach which has not been cured under any covenant, condition,
restriction, right-of-way, reciprocal easement agreement or other easement affecting its Facilities or Facility Sites which is to be performed or complied with by it. (e) For purposes
of this Section and Section 5.13 hereafter, the following terms shall have the following meanings: “Asbestos Containing Materials” shall mean material in friable form containing more
than one percent (1%) of the asbestiform varieties of (a) chrysotile (serpentine); (b) crocidolite (ricbeckite); (c) amosite (cummington-itegrinerite); (d) anthophyllite; (e) tremolite;
and (f) actinolite. “Environmental Regulations” shall mean all Laws and Regulations, now or hereafter in effect, with respect to Hazardous Materials, including all federal, state or
local laws, rules, orders or regulations governing protection of the environment, (whether under common law, statute, rule, regulation or otherwise), requirements under permits or other
authorizations issued with respect thereto, and other orders, decrees, judgments, directives or other requirements of any governmental authority relating to or imposing liability or
standards of conduct (including disclosure or notification) concerning protection of human health or the environment or Hazardous Materials, including, without limitation, the Comprehensive
Environmental Response, Compensation, and Liability Act, as amended (42 U.S.C. Section 9601, et seq..), including amendments by the Superfund Amendments and Reauthorization Act, the
Emergency Planning and Community Right-to-Know Act (together with the regulations promulgated thereunder, “CERCLA”), the Resource Conservation and Recovery Act, as amended (42 U.S.C.
Section Page 228 of 565
26 6901, et seq..), including amendment by the Hazardous and Solid Waste Amendments of 1984 (together with the regulations promulgated thereunder, “RCRA”), the Emergency Planning and
Community Rightto-Know Act, as amended (42 U.S.C. Section 11001, et seq.) (together with the regulations promulgated thereunder, “Title III”), the Clean Water Act, as amended (33 U.S.C.
Section 1251, et seq.) including amendment by the Water Quality Act of 1987 (together with the regulations promulgated thereunder, “CWA”), the Clean Air Act, as amended (42 U.S.C. Section
7401, et seq.) (together with the regulations promulgated thereunder, “CAA”), the Toxic Substances Control Act, as amended (915 U.S.C. Section 2601 et seq.) (together with the regulations
promulgated thereunder, “TSCA”), the Oil Pollution Act of 1990, 33 U.S.C. Section 2702 et seq.; the Marine Protection, Research, and Sanctuaries Act, 33 U.S.C. Section 1401 et seq.;
the National Environmental Policy Act, 42 U.S.C. Section 4321 et seq.; the Noise Control Act, 42. U.S.C. Section 4901 et seq.; the Occupational Safety and Health Act, 29 U.S.C. Section
651 et seq.; the Safe Drinking Water Act, 42 U.S.C. Section 300f et seq.; the Hazardous Materials Transportation Act, 49 U.S.C. Section 1801 et seq.; the Atomic Energy Act, 42 U.S.C.
Section 2011 et seq.; the Nuclear Waste Policy Act of 1982, 42 U.S.C. Section 10101 et seq.; the Endangered Species Act, 16 U.S.C. Section 1531 et seq.; the Florida Radiation Protection
Act, as amended, Section 404.011, et. seq., Florida Statutes (together with all regulations promulgated thereunder, “FRPA”); the Florida Resource Recovery and Management Act, Section
403.702, et. seq., Florida Statutes; the Florida Water Quality Assurance Act of 1983, Section 376.302, et. seq., Florida Statutes; the Florida Air and Water Pollution Control Act, Section
403.011, et. seq., Florida Statutes; the Florida Safe Drinking Water Act, Section 403.850, et. seq., Florida Statutes; and the Florida Pollutant Discharge Prevention and Control Act;
Section 376.011, et. seq., Florida Statutes; as any of the foregoing now exist or may be modified or amended or come into effect in the future, and any state or local similar laws and
regulations and any socalled local, state or federal “superfund” or “superlien” law, and other guidelines, rules, regulations or requirements of the Environmental Protection Agency (“EPA”)
and all applicable judicial, administrative and regulatory decrees and judgments relating to the protection of public health or safety or the environment, and the regulations implementing
such statutes. SECTION 5.13. Environmental Compliance. (a) The City shall not use or permit the Facilities or Facility Sites or any part thereof to be used to generate, manufacture,
refine, treat, store, handle, transport or dispose of, transfer, produce or process Hazardous Materials, except, and only to the extent, if necessary to maintain the improvements on
the Facilities or Facility Sites and then, only in compliance with all Environmental Regulations, and any state equivalent laws and regulations, nor shall it permit, as a result of any
intentional or unintentional act or omission on its part or by any tenant, subtenant, licensee, guest, invitee, contractor, employee and agent, the storage, transportation, disposal
or use of Hazardous Materials or the Release or threat of Release of Hazardous Materials on, from or beneath the Facilities or Facility Sites or onto any other property excluding, however,
those Hazardous Materials in those amounts ordinarily found in the inventory of or used in the maintenance of municipal facilities, the use, storage, treatment, transportation and disposal
of which shall be in compliance with all Environmental Regulations. Upon the occurrence of any Release or threat of Release of Hazardous Materials, the City shall promptly commence and
perform, or cause to be commenced and performed promptly, without cost to the Corporation all investigations, studies, sampling and testing, and all remedial, removal and other actions
necessary to clean up and remove all Hazardous Materials, so released, on, from or beneath the Facilities or other property, in compliance with all Environmental Regulations. Notwithstanding
anything to the contrary contained herein, underground storage tanks shall only be permitted subject to compliance with subsection (d) of this Section and only to the extent necessary
to maintain the improvements on the Facilities or Facility Sites. Page 229 of 565
27 (b) The City shall comply with, and shall cause its tenants, subtenants, licensees, guests, invitees, contractors, employees and agents to comply with, all Environmental Regulations,
and shall keep the Facility Sites free and clear of any liens imposed pursuant thereto (provided, however, that any such liens, if not discharged, may be bonded). The City shall cause
each tenant under any lease, and use its best efforts to cause all of such tenant’s subtenants, agents, licensees, employees, contractors, guests and invitees and the guests and invitees
of all of the foregoing to comply with all Environmental Regulations with respect to the Facilities and Facility Sites; provided, however, that notwithstanding that a portion of this
covenant is limited to the City’s use of its best efforts, the City shall remain solely responsible for ensuring such compliance and such limitation shall not diminish or affect in any
way the City’s obligations contained in subsection (c) hereof as provided in subsection (c) hereof. Upon receipt of any notice from any Person with regard to the Release of Hazardous
Materials on, from or beneath the Facilities and Facility Sites, the City shall give prompt written notice thereof to the Trustee, the Corporation and the Credit Facility Issuer (and,
in any event, prior to the expiration of any period in which to respond to such notice under any Environmental Regulations). (c) Irrespective of whether any representation or warranty
contained in Section 5.12 is not true or correct, the City shall defend, indemnify and hold harmless the Corporation, the Trustee and the Credit Facility Issuer, its partners, depositors
and each of its and their employees, agents, officers, directors, trustees, successors and assigns, from and against any claims, demands, penalties, fines, attorneys’ fees (including,
without limitation, attorneys’ fees incurred to enforce the indemnification contained in this Section 5.13), consultants’ fees, investigation and laboratory fees, liabilities, settlements
(ten (10) Business Days’ prior notice of which the Corporation, the Trustee or the Credit Facility Issuer, as appropriate, shall have delivered to the City), court costs, damages, losses,
costs or expenses of whatever kind or nature, known or unknown, contingent or otherwise, occurring in whole or in part, arising out of, or in any way related to, (i) the presence, disposal,
Release, threat of Release, removal, discharge, storage or transportation of any Hazardous Materials on, from or beneath the Facilities or Facility Sites, (ii) any personal injury (including
wrongful death) or property damage (real or personal) arising out of or related to such Hazardous Materials, (iii) any lawsuit brought or threatened, settlement reached (five (5) Business
Days’ prior notice of which the Corporation, the Trustee or the Credit Facility Issuer, as appropriate, shall have delivered to the City) or governmental order relating to Hazardous
Materials on, from or beneath any of the Facilities or Facility Sites, (iv) any violation of Environmental Regulations or subsection (a) or (b) hereof by it or any of its agents, tenants,
employees, contractors, licensees, guests, subtenants or invitees, and (v) the imposition of any governmental lien for the recovery of environmental cleanup or removal costs. To the
extent that the City is strictly liable under any Environmental Regulation, its obligation to the Corporation, the Trustee and the Credit Facility Issuer and the other indemnitees under
the foregoing indemnification shall likewise be without regard to fault on its part with respect to the violation of any Environmental Regulation which results in liability to any indemnitee.
The City’s obligations and liabilities under this Section 5.13(c) shall survive the termination of this Master Lease. (d) The City shall conform to and carry out a reasonable program
of maintenance and inspection of all underground storage tanks, and shall maintain, repair, and replace such tanks only in accordance with Laws and Regulations, including but not limited
limited to Environmental Regulations. SECTION 5.14. Prosecution and Defense of Suits. Page 230 of 565
28 (a) The City shall promptly from time to time take or cause to be taken such action as may be necessary or proper to remedy or cure any defect in or cloud upon the title to any Facility
Site or Facilities comprising a Project, or any portion thereof, and shall prosecute all such suits, actions and other proceedings as may be appropriate for such purpose and shall, to
the extent permitted and limited by applicable law and only from moneys legally available for such purpose, indemnify or cause to be indemnified the Corporation for all loss, cost, damage
and expense, which the Corporation may incur by reason of any such defect, cloud, suit, action or proceedings. (b) The City shall defend, or cause to be defended against every suit,
action or proceeding at any time brought against the Corporation, or its directors, officers and employees upon any claim arising out of the receipt, application or disbursement of any
moneys held by the Trustee or arising out of the construction of Facilities comprising any Project and involving the rights of the Corporation, or its directors, officers and employees
under this Master Lease or any act or omission of the directors, officers and employees done or omitted to be done within the scope of their respective office or employment, other than
an act or omission which is the result of misconduct or negligence by such parties; provided, that the Corporation, at its election, may appear in and defend any such suit, action or
proceeding. To the extent permitted and limited by applicable law and only from moneys legally available for such purpose, the City shall indemnify or cause to be indemnified the Corporation,
against any and all claims, demands, costs or liability claimed or asserted by any person, arising out of such receipt, application or disbursement. SECTION 5.15. Waiver of Laws. The
City shall not at any time insist upon or plead in any manner whatsoever, or claim or suffer or take the benefit or advantage of any stay or extension law now or at any time hereafter
in force which may adversely affect the covenants and agreements contained in this Master Lease and the benefit and advantage of any such law or laws is hereby expressly waived by the
City to the extent that the City may legally make such waiver. ARTICLE VI TITLE SECTION 6.1. Title to Facility Sites and Facilities. Throughout the term of each Ground Lease, fee title
to, or a Permitted Leasehold Interest in, the Facility Sites described therein shall be in the name of the City, subject to Permitted Encumbrances. Until the earlier of the date on which
payment in full, or provision for payment of all Lease Payments under a particular Lease or payment of the then applicable Purchase Option Price of one or more Facilities financed under
such Lease, as provided in Sections 7.2 or 7.3 hereof, has been made, or until substitution of comparable Facilities for Facilities financed under a Lease as provided in Section 6.4
hereof, title to such Facilities shall remain vested in the Corporation (except as otherwise provided in in the related Schedule), subject to Permitted Encumbrances. At such time as
payment, or provision for payment as provided in Section 7.2 or 7.3 hereof, of all Lease Payments or the then applicable Purchase Option Price of one or more Facilities has been made
in full, the City shall be deemed to have exercised an option to purchase such Facilities and fee simple title to such Facilities free and clear of all encumbrances, except Permitted
Encumbrances, shall vest in the City. Upon substitution of other Facilities for Facilities financed under a Lease as herein provided, fee simple title to the Facilities for which substitution
has been made, shall vest in the City free and clear of all encumbrances except Permitted Encumbrances. The Corporation hereby appoints the City as its agent to prepare and file or record
in appropriate offices such documents as may be necessary to cause record title to such Facilities to vest in the City. The Corporation agrees to immediately execute a warranty deed
for the Facilities and a written surrender and release and an assignment without recourse or warranty of all its Page 231
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29 right, title, and interest under the related Lease and Ground Lease to the City, or shall execute amendments to the Lease Schedule, if appropriate in the case of the purchase of portions
of the Facilities financed under a Lease, as well as all other instruments necessary to vest good and marketable fee simple title to such Facilities in the City and relinquish the Corporation’s
interest therein, subject only to Permitted Encumbrances. The related Ground Lease shall then be terminated, or modified, as provided therein. The Corporation shall request the execution
of such instruments by the Trustee as necessary to effect the conveyances described herein. There shall be no merger of a Lease or of the leasehold estate thereby created in any Facilities
or Facility Sites with the fee estate in such Facilities or Facility Sites by reason of the fact that the same person may acquire or hold, directly or indirectly, a Lease or leasehold
estate therein created or any interest therein, and the fee estate in the Facilities or Facility Sites relating to such Lease or any interest in such fee estate. If required by a Credit
Facility Issuer the City shall provide one or more policies of title insurance naming the City, the Corporation and the Trustee as insureds, as their interests may appear, in amounts
as required by such Credit Facility Issuer. Proceeds of any payment under a title insurance policy shall be paid to the Trustee and held for application (at the direction of the City
prior to the occurrence of an Event of Default or a nonappropriation hereunder) first, to cure any defect in title, and second, in accordance with the priorities set forth in Section
504(a) of the Trust Agreement. The execution of each Ground Lease and each amendment thereto adding or modifying a Facility Site shall be subject to the approval of the related Credit
Facility Issuer (no approval shall be required to add or correct a legal description and/or the permitted encumbrances for a Facility Site which has already been designated in such Ground
Lease), if any, and at the time of such execution there shall be delivered by the City to the Trustee an Opinion of Counsel with respect to each Facility Site to the effect that there
are no liens or encumbrances thereon that are not Permitted Encumbrances under the Master Lease, and that there shall be no merger of the fee estate of the City in the Facility Sites
with the leasehold estates created therein by a Ground Lease or this Master Lease, notwithstanding the fact that the same person may hold one or more leasehold estates and such fee estate.
SECTION 6.2. Liens. Except as permitted under this Master Lease, during the Lease Term each of the Corporation and the City shall not, directly or indirectly, create, incur, assume or
suffer to exist any security interest, pledge, lien, charge, encumbrance or claim on any of the Facilities or Facility Sites or leasehold interests therein, other than the respective
rights of the Trustee, the Corporation and the City as herein provided. If such security interest, pledge, lien, charge, encumbrance or claim on any of the Facilities or Facility Sites
or leasehold interests therein shall exist, it shall be the duty of the City, within ninety (90) days after the City shall have been given written notice of such security interest, pledge,
lien, charge, encumbrance, or claim being filed, to cause the Facilities or Facility Sites to be released from such security interest, pledge, lien, charge, encumbrance, or claim either
by payment or by posting of a bond or by the payment into a court of competent jurisdiction of the amount necessary to relieve and release the Facilities or Facility Sites from such
security interest, pledge, lien, charge, encumbrance, or claim or in any other manner which, as a matter of law, will result within such period of ninety (90) days in releasing the Corporation
and the City and the title of the Corporation and the City from such security interest, pledge, lien, charge, encumbrance or claim; provided, however, that if such security interest,
interest, pledge, lien, charge, encumbrance or claim cannot, with due diligence, be discharged or removed within such ninety (90) day period and the City has diligently commenced to
discharge or remove such security interest, pledge, lien, charge, encumbrance or claim within such period, the City shall have a reasonable period of time to discharge or remove such
security interest, pledge, lien, charge, encumbrance or claim. The City shall reimburse the Corporation or the Trustee for any expense (including reasonable attorney’s fees, cost and
expenses) incurred by the Corporation or the Trustee in order to discharge or remove any Page 232 of 565
30 such security interest, pledge, lien, charge, encumbrance or claim, provided, however, that neither the Corporation nor the Trustee is under any obligation to incur such expense without
having been provided, in advance, with any amounts needed to pay such expense. SECTION 6.3. Use of the Facilities and Facility Sites. The City will not use, or maintain the Facilities
or Facility Sites improperly, carelessly, in violation of any applicable law or in a manner contrary to their use as municipal facilities as contemplated by this Master Lease. The City
shall provide all permits and licenses, if any, necessary for the acquisition, construction and installation of the Facilities and Facility Sites. In addition, the City agrees to comply
in all respects (including, without limitation, with respect to the use and maintenance of the Facilities and Facility Sites) with all applicable laws of the jurisdictions in which the
Facilities and Facility Sites are located and with all applicable regulations, orders and decrees of any legislative, executive, administrative or judicial body exercising any power
or jurisdiction over the Facilities and Facility Sites; provided, however, that the City may contest in good faith the validity or application of any such law or rule in any reasonable
manner which does not adversely affect the interest or rights of the Corporation or the Trustee under this Master Lease. SECTION 6.4. Substitution of Facilities. To the extent permitted
by law, on or after the Completion Date the City may substitute for any Facilities other facilities owned by the City, provided such substituted facilities (a) have the same or a greater
remaining useful life, (b) have a fair market value equal to or greater than the Facilities for which they are substituted, (c) are of substantially equal utility (as determined by the
City in its sole discretion) as the Facilities to be replaced and meet the requirement of Section 5.9 hereof, (d) are free and clear of all liens and encumbrances, except Permitted Encumbrances
and (e) constitute “Facilities” under this Master Lease and the Schedule from which the Facilities are to be substituted. In addition, to the extent permitted by law, prior to the Completion
Date the City may release and/or substitute for any Facilities to be acquired, constructed and installed under a particular Schedule other facilities to be acquired, constructed and
installed, provided that (1) any substituted facilities satisfy the requirements of clauses (a), (c), (d) and (e) above and (2) following such substitution and/or release, the sum of
(x) with respect to Facilities for which a Certificate of Acceptance has not been delivered, the Cost of the acquisition, construction and installation of the Facilities plus (y) with
respect to Facilities for which a Certificate of Acceptance has been delivered, the fair market value of the Facilities, financed under the Schedule from which the Facilities are to
be substituted and/or released is greater than or equal to the remaining principal portion of Basic Lease Payments due under such Schedule. In order to effect such substitution, the
Facilities to be replaced shall be released from the encumbrance of the related Lease and Ground Lease by appropriate instrument executed by the City and the Corporation (or Trustee
as assignee of the Corporation) in form sufficient to leave good and marketable fee simple title to such Facilities in the City subject only to Permitted Encumbrances, and the Facilities
to be substituted shall likewise be incorporated in the appropriate Lease and Ground Lease modifications. The related Schedule shall be appropriately amended, and the related Ground
Lease shall be amended or canceled and replaced, to reflect such substitution. There shall also be delivered at the time of substitution an Opinion of Counsel as described in Section
6.1 hereof with respect to the substitute Facility Site. For purposes hereof, “fair market value” shall be determined on the basis of an MAI appraisal performed by an appraiser selected
by the City and acceptable to the Trustee. Page 233 of 565
31 ARTICLE VII ASSIGNMENT, OPTION TO PURCHASE, AND PREPAYMENT SECTION 7.1. Assignments; Subleasing. (A) It is understood that substantially all right, title and interest of the Corporation
in and to each Lease including the right to receive Basic Lease Payments thereunder, is to be assigned by the Corporation to the Trustee for the benefit of the holders of the Series
of Certificates relating thereto, pursuant to the Assignment Agreement relating to such Lease. The City consents to such assignment and agrees that upon such assignment the Trustee shall
have all of the rights of the Corporation thereunder, and shall be deemed to be the Corporation for all purposes of such Lease and the City agrees to pay to the Trustee at its designated
corporate trust office all payments payable by the City to the Corporation pursuant to such Lease, notwithstanding any claim, defense, setoff or counterclaim whatsoever (whether arising
from a breach of the Lease or otherwise) that the City may from time to time have against the Corporation or any person or entity associated or affiliated therewith. (B) This Master
Lease and each Schedule hereto may not be assigned by the City for any reason. However, Facilities may be subleased, as a whole or in part, by the City, without the necessity of obtaining
the consent of the Corporation or its assignee, subject, however, to each of the following conditions: (i) Upon delivery to the City of a Favorable Opinion, such Facilities may be subleased
for governmental purposes, in whole or in part, only to an agency or department or political subdivision of the State, or to another entity or entities; (ii) This Master Lease, and the
obligations of the City hereunder and under each Schedule hereto, shall, at all times during each Lease Term, remain obligations of the City, and the City shall maintain its direct relationships
with the Corporation and its assignee, notwithstanding any sublease; (iii) The City shall furnish or cause to be furnished to the Corporation and its assignee a copy of any sublease
agreement; (iv) No sublease by the City shall cause the Facilities to be used for any purpose which would (a) adversely affect (i) with respect to Tax-Exempt Certificates, the excludability
from gross income for federal income tax purposes of the interest portion of Basic Lease Payments represented by any Certificate (subject to the inclusion of any exception provided under
the Code), (ii) the availability to the City of any federal subsidy or credit based on the issuance of any Certificate including, without limitation, Federal Subsidy Payments with respect
to Certificates issued as Build America Bonds, or (iii) the availability of federal tax credits to owners of any Certificate issued as a qualified tax credit bond (as defined in Section
54A of the Code), or (b) violate the Act; and (v) The term of any sublease cannot extend beyond the end of the then current Lease Term, and shall be subject to immediate cancellation
upon the occurrence of a nonappropriation or event of default hereunder. SECTION 7.2. Prepayment. Page 234 of 565
32 (A) Optional. The principal portion of the Basic Lease Payments due under a particular Lease represented by a Series of Certificates shall be subject to prepayment at the option of
the City, in the manner and at the times set forth in the Schedule to this Master Lease relating to such Series. (B) Extraordinary. In the event that: (a) there shall remain in the Acquisition
Account relating to a particular Series of Certificates upon delivery by the City of a Certificate of Acceptance indicating completion of the acquisition, construction, installation
and payment of all costs of the Facilities financed under a Lease relating to such Series of Certificates (including the failure of the City to acquire any component of such Facilities)
an amount greater than the amount of Basic Lease Payments coming due in the immediately following Fiscal Year under such Lease, or (b) there are Net Proceeds equal to or greater than
ten percent (10%) of the remaining principal portion of the Basic Lease Payments relating to Facilities financed under a particular Lease, as a result of damage to or destruction or
condemnation of any portion of such Facilities, and an election is made by the City in accordance with Section 5.4(b) hereof to apply the amount to the prepayment in part of the principal
portions of Basic Lease Payments relating to such Facilities, or (c) the Lease Term is terminated for the reasons referred to in Sections 4.1(b) or 4.1(c) hereof; then, in each case,
same shall constitute an “Event of Extraordinary Prepayment”. Each Event of Extraordinary Prepayment shall result in the following action, respectively: (i) With respect to (a) and (b)
above, the Corporation and the City shall pay such remaining Acquisition Account monies and Net Proceeds to the Trustee, and the Trustee shall deposit such funds in the respective Prepayment
Accounts applicable to each Series of Certificates relating to such Leases to be used to prepay such Series of Certificates in the manner provided in the Trust Agreement; and (ii) With
respect to (c) above, at the election of a Credit Facility Issuer the Purchase Option Price of all Facilities shall become immediately due and payable, and the Trustee shall credit the
balance remaining in all Funds and Accounts for each Series of Certificates to the Prepayment Account for such Series, and upon receipt of the Purchase Option Price of all Facilities,
shall deposit such moneys to the credit of the related Prepayment Account for the Series relating to each such Facilities, to be used to prepay such Series of Certificates in the manner
provided in the Trust Agreement. In the event of prepayment in part under a particular Lease, the City will provide the Trustee a revised Schedule of Lease Payments reflecting said partial
prepayment. In the event of a payment in full of the Purchase Option Price of all Facilities financed hereunder, all covenants, agreements and other obligations of the City under this
Master Lease shall cease, terminate and become void and be discharged and satisfied except as otherwise provided in Section 4.1(d) hereof. In such event the Trustee and the Corporation
shall execute and deliver to the City all such instruments in recordable form at the City’s expense as may be desirable to evidence such discharge and satisfaction. Page 235 of 565
33 SECTION 7.3. Prepayment Deposit. Notwithstanding any other provision of this Master Lease, the City may on any date secure the payment of all or a portion of the Purchase Option Price
of all Facilities under a particular Schedule hereto and the related Series of Certificates, or with the prior consent of the Credit Facility Issuer, if any, for the Series of Certificates
from which the Facilities in question were originally financed, the Purchase Option Price under a Schedule relating to all or a portion of one or more particular Facilities set forth
on such Schedule and a corresponding amount of Certificates of the Series relating thereto, by a deposit with the Trustee as escrow holder under an escrow deposit agreement of amounts
as set forth in Section 801 of the Trust Agreement. In such event all covenants, agreements and other obligations of the City under the related Lease, or with respect to a portion of
the Purchase Option Price of all Facilities under such Lease, or with respect to one or more particular Facilities financed under such Lease, shall cease, terminate and become void and
be discharged and satisfied in accordance with the provisions of Section 4.1(d) hereof (or, in the case of a deposit for a portion of a Facility, modified accordingly), except the obligation
of the City to make or cause to be made, Basic Lease Payments and any Additional Lease Payments under such Lease from the deposit made by the City pursuant to this Section, and except
as provided in Section 4.2(c) hereof. In such event, the Trustee shall provide statements for such period or periods as shall be requested by the City to be prepared and filed with the
City and, upon the request of the City, the Corporation or the Trustee, as appropriate, shall execute and deliver to the City all such instruments in recordable form at the City’s expense
as may be desirable to evidence such discharge and satisfaction. SECTION 7.4. Refunding Certificates. The Corporation shall direct the Trustee in writing, when directed to do so by the
City, to issue one or more Series of refunding Certificates under a Supplemental Trust Agreement for the purpose of providing for the payment of all or a portion of Outstanding Series
of Certificates, the funding of a Reserve Account, if any, and the payment of the costs of issuance in connection with such Series of refunding Certificates. Simultaneously with the
issuance and delivery of such Series of refunding Certificates the applicable proceeds thereof shall be deposited with the Trustee as escrow holder under an escrow deposit agreement
in such amount as set forth in Section 801 of the Trust Agreement. Upon the deposit as aforesaid, the Trustee and the City shall enter into an amendment to the related Lease Schedule
at the City’s expense, in order to adjust the Lease Payments to be made under such Lease to an amount sufficient to pay, as and when the same mature and become due, the principal and
interest portions of the Basic Lease Payments represented by the Series of refunding Certificates and by the original Series of Certificates to the extent that such Series has not been
refunded (except to such extent as the same may be payable out of moneys or Government Obligations deposited pursuant to Section 7.3 hereof). Page 236 of 565
34 ARTICLE VIII EVENTS OF DEFAULT AND REMEDIES SECTION 8.1. Events of Default Defined. The following shall be “events of default” under this Master Lease and the terms “event of default”
and “default” shall mean, whenever they are used in this Master Lease, any one or more of the following events: (a) Failure by the City to pay in full any Basic Lease Payment with respect
to any Lease at the time and in the manner specified herein; (b) Failure by the City to pay in full any Additional Lease Payment or Supplemental Payment with respect to any Lease at
the time and in the manner specified herein, and such failure shall continue for a period of thirty (30) days after written notice specifying such failure and requesting that it be remedied
is given to the City by the Corporation, the Trustee or the related Credit Facility Issuer, if any, provided, however, that if the Authorized City Representative certifies to the Corporation,
the Trustee or the related Credit Facility Issuer, if any, in writing that such default cannot with due diligence be cured within such thirty (30) day period and that the City has diligently
commenced to cure such default within such period, the City shall have a reasonable period not exceeding sixty (60) days after written notice (unless further extended by the Credit Facility
Issuer, or if there be none, the Trustee) to cure such default; (c) Failure by the City to observe and perform any covenant, condition or agreement on its part to be observed or performed
hereunder, other than as referred to in Section 8.1(a) or (b) for a period of sixty (60) days after written notice specifying such failure and requesting that it be remedied is given
to the City by the Corporation, the Trustee or the related Credit Facility Issuer, or any representation of the City in this Lease Purchase Agreement shall have been untrue when made;
provided, however, that if the Authorized City Representative certifies to the Corporation, the Trustee or the related Credit Facility Issuer, in writing that such default cannot with
due diligence be cured within such sixty (60) day period and that the City has diligently commenced to cure such default within such period, the City shall have a reasonable period to
cure such default; or (d) the filing of a petition in bankruptcy (or any other commencement of a bankruptcy or similar proceeding by or against the City under any applicable bankruptcy,
insolvency, reorganization or similar law, now or hereafter in effect, and, in the case of involuntary proceedings, the failure of the same to be dismissed within one hundred eighty
(180) days of the filing thereof. If by reason of force majeure the City is unable in whole or in part to carry out the agreements on its part herein contained, other than the obligations
on the part of the City contained in Article III hereof, the City shall not be deemed in default during the continuance of such inability. The Term “force majeure” as used herein shall
mean, without limitation, the following: acts of God, strikes, lockouts or other industrial disturbances; acts of public enemies, orders or restraints of any kind of the government of
the United States of America or any of its departments, agencies or officials, or any civil or military authority; insurrections; riots; landslides; earthquakes; hurricanes; fires; storms;
droughts; floods; or explosions. Notwithstanding anything contained in this Section 8.1 to the contrary, a failure by the City to pay when due any payment required to be made under this
Master Lease and any Schedule hereto or a Page 237 of 565
35 failure by the City to observe and perform any covenant, condition or agreement on its part to be observed or performed under this Master Lease, resulting from a failure by the City
to appropriate moneys as contemplated by Sections 3.5 and 5.11 hereof, shall not constitute an event of default under this Section 8.1. SECTION 8.2. Remedies on Default. Whenever any
event of default referred to in Section 8.1 shall have happened and be continuing, the Corporation shall have the right, without any further demand or notice except as hereinafter provided,
to take one or any combination of the following remedial steps: (a) upon written notice to the City, terminate the Lease Term of all Leases and, whether or not the Lease Term is terminated,
exercise all available remedies at law or in equity as described in Section 3.6 hereof; or (b) take whatever action at law or in equity as may appear necessary or desirable to collect
all Lease Payments or other payments then due and thereafter to become due for the remainder of the then current Lease Term, or the Purchase Option Price then due, or to enforce performance
and observance of any obligation, agreement or covenant of the City under this Master Lease. SECTION 8.3. No Remedy Exclusive. No remedy herein conferred upon or reserved to the Corporation
is intended to be exclusive and every such remedy shall be cumulative and shall be in addition to every other remedy given under this Master Lease or now or hereafter existing at law
or in equity, subject to any limitations set forth in Section 3.6 hereof. ARTICLE IX MISCELLANEOUS SECTION 9.1. Notices. All notices, certificates, requests or other communications (other
than payments by the City) hereunder shall be in writing and shall be sufficiently given and shall be deemed given when delivered or three (3) Business Days after being mailed by first
class mail, postage prepaid, to the parties at their respective places of business as follows (or to such other address as shall be designated by any party in writing to all other parties):
Corporation: Miami Gardens Leasing Corporation c/o City of Miami Gardens 1515 NW 167th Street Building 5, Suite 200 Miami Gardens, Florida 33169 Attention: President City: City of Miami
Gardens, Florida City of Miami Gardens 1515 NW 167th Street Building 5, Suite 200 Miami Gardens, Florida 33169 Attention: Mayor Trustee: Wells Fargo Bank, N.A. 301 East Pine Street,
Suite 1150 Page 238 of 565
36 Orlando, Florida 32801 Attention: Corporate Trust Division Copies of any notices shall be provided to all Credit Facility Issuers at the addresses provided in one or more Schedules.
Notice shall also be given by the City to the Rating Agencies of the occurrence of any one or more of the following: (i) the appointment of a Successor Trustee, (ii) the expiration or
termination of a Credit Facility, (iii) the prepayment or defeasance of any of the Outstanding Certificates in accordance with Section 801 or 802 of the Trust Agreement or (iv) a material
modification of or amendment to the Trust Agreement, this Master Lease, any Ground Lease, any Assignment Agreement, any Lease Schedule or any Credit Facility. SECTION 9.2. Binding Effect.
This Master Lease shall inure to the benefit of and shall be binding upon the Corporation and the City and their respective successors and assigns, including without limitation the Trustee
pursuant to the Assignment Agreement. SECTION 9.3. Severability. In the event any provision of this Master Lease shall be held invalid or unenforceable by any court of competent jurisdiction,
such holding shall not invalidate or render unenforceable any other provision hereof. SECTION 9.4. Amendments. The terms of this Master Lease and any Schedule shall not be waived, altered,
modified, supplemented or amended in any manner whatsoever except by written instrument signed by the Corporation and the City and, if required under the terms of the Trust Agreement,
by the Trustee with the consent of the Credit Facility Issuer, if any. In the event that the consent of a Credit Facility Issuer is required and there is no Credit Facility Issuer, except
as otherwise provided herein, the consent of the Holders of at least a majority in principal amount of the Certificates Outstanding who are affected by such waiver, alteration, modification,
supplement or amendment shall be required; provided that the consent of the Holders of Certificates shall not be required (1) to cure any ambiguity, supply any omission, or cure or correct
any defect or inconsistent provision in this Master Lease and any Schedule, or (2) to insert such provisions clarifying matters which they deem necessary or desirable and which are not
contrary to or inconsistent with this Master Lease and any Schedule as theretofore in effect, or (3) to issue one or more Series of Certificates pursuant to the Trust Agreement and to
make any change affecting only such Series of Certificates, or (4) to facilitate compliance with modifications to the continuing disclosure requirements currently reflected in Rule 15c
2-12(b)(5) promulgated by the Securities and Exchange Commission, (5) to facilitate the issuance of variable rate Certificates or to convert variable rate Certificates to fixed rate
Certificates, (6) to make any other modification or amendment that in the judgment of the Trustee (upon the advice of counsel, if requested) will not have a material adverse effect on
the interests of any of the Certificate holders. Notwithstanding the foregoing, a a Schedule may be amended without obtaining the consent of the Credit Facility Issuer, if any, or of
Holders of the affected Certificates, for the purpose of (1) adding or correcting a legal description or the permitted encumbrances for a Facility Site which has already been designated
in such Schedule, (2) adding additional Facilities to be financed under such Schedule, (3) substituting Facilities in accordance with Section 6.4 hereof or (4) releasing a Facility or
portion thereof if such Facility or portion thereof has been released from the lien of the Lease in accordance with the provisions thereof. SECTION 9.5. Execution in Counterparts. This
Master Lease may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. Page 239 of 565
37 SECTION 9.6. Captions. The captions or headings in this Master Lease are for convenience only and in no way define, limit or describe the scope or intent of any provisions
or sections of this Master Lease. SECTION 9.7. Interest. All interest calculations hereunder shall be made on the basis of a 360-day year consisting of twelve 30-day months (unless otherwise
provided on a Schedule hereto). SECTION 9.8. Compliance with Trust Agreement. The City hereby approves and agrees to the provisions of the Trust Agreement. The Corporation hereby agrees
not to amend or modify the Trust Agreement in any way without the written consent of the City so long as this Master Lease shall be in effect. The City agrees to do all things within
its power in order to enable the Corporation to comply with all requirements and to fulfill all covenants of the Trust Agreement which require the Corporation to comply with requests
or obligations so that the Corporation will not be in default in the performance of any covenant, condition, agreement or provision of the Trust Agreement, and the City further agrees
to comply with and perform any obligations to be complied with or performed by the City pursuant to the Trust Agreement. SECTION 9.9. Memorandum of Lease. Simultaneously with the execution
of this Master Lease and each Schedule hereto, and thereafter simultaneously with the execution of any Schedule, the City and the Corporation shall each execute, acknowledge and deliver
a Memorandum of Lease with respect to the Master Lease and such Schedule. Said Memorandum of Lease shall not in any circumstances be deemed to change or otherwise to affect any of the
obligations or provisions of such instrument. SECTION 9.10. Radon Gas. Pursuant to Section 404.056, Florida Statutes, the following notification is hereby given: “RADON GAS: Radon is
a naturally occurring radioactive gas that, when it has accumulated in a building in sufficient quantities, may present health risks to persons who are exposed to it over time. Levels
of radon that exceed federal and state guidelines have been found in buildings in Florida. Additional information regarding radon and radon testing may be obtained from your county health
department.” SECTION 9.11. Applicable Law. This Master Lease shall be governed by and construed in accordance with the laws of the State of Florida, without regard to conflict of law
principles. SECTION 9.12. Waiver of Choice of Remedies. The City hereby waives any right it may have to cause the Corporation to choose any remedy and pursue such remedy to fruition,
and agrees and consents that the Corporation may simultaneously and contemporaneously pursue two or more of the several remedies available to the Corporation, all of which are agreed
to be concurrent and not alternative in any way, to the end that the Corporation may exercise any self help remedy under this Master Lease as to any Lease and may file and pursue to
final judgment and final collection, actions (i) to eject the City and reclaim possession of any and all of the Projects, Projects, and (ii) against the City for money damages and (iii)
against the City for performance of any covenants, all at the same time, in any combination, in one action and in several actions, and any of them, all at the Corporation’s sole discretion,
provided only that the Corporation may not ultimately recover more than the total amount provided herein plus such expenses and reimbursements as provided herein for preserving, maintaining
and realizing on this Master Lease and the Leases. [Remainder of Page Intentionally Left Blank] Page 240 of 565
38 IN WITNESS WHEREOF, the Corporation has caused this Master Lease to be executed in its corporate name by its duly authorized officers, and the City has caused this Master Lease to
be executed in its name by its duly authorized officers on the date set forth below their respective signatures and all as of the day and year first written above. [SEAL] Attest: By:
Ronetta Taylor, MMC Secretary MIAMI GARDENS LEASING CORPORATION By: Shirley Gibson President [SEAL] Attest: By: Ronetta Taylor, MMC City Clerk CITY OF MIAMI GARDENS, FLORIDA By: Shirley
Gibson Mayor Page 241 of 565
39 STATE OF FLORIDA ) ) SS: COUNTY OF MIAMI-DADE ) The undersigned, a Notary Public in and for the said County in the State aforesaid, do hereby certify that Shirley Gibson and Ronetta
Taylor, MMC, personally known to me to be the same persons whose names are, respectively, as President and Secretary of MIAMI GARDENS LEASING CORPORATION, a Florida not-for-profit corporation,
subscribed to the foregoing instrument, appeared before me this day in person and severally acknowledged that they, being thereunto duly authorized, signed, sealed with the seal of said
corporation, and delivered the said instrument as the free and voluntary act of said corporation and as their own free and voluntary act, for the uses and purposes therein set forth.
GIVEN under my hand and notarial seal this ____ day of November, 2010. NOTARY PUBLIC, STATE OF FLORIDA NOTARY PUBLIC SEAL OF OFFICE: (Name of Notary Public, Print, Stamp or Type as Commissioned.)
Personally known to me, or Produced identification ______________________________ (Type of Identification Produced) Page 242 of 565
40 STATE OF FLORIDA ) ) SS: COUNTY OF MIAMI-DADE ) The undersigned, a Notary Public in and for the said County in the State aforesaid, do hereby certify that Shirley Gibson and Ronetta
Taylor, MMC, personally known to me to be the same persons whose names are, respectively, as Mayor and City Clerk, respectively, of the CITY OF MIAMI GARDENS, FLORIDA, subscribed to
the foregoing instrument, appeared before me this day in person and severally acknowledged that they, being thereunto duly authorized, signed, sealed with the seal of said City, and
delivered the said instrument as the free and voluntary act of said City and as their own free and voluntary act, for the uses and purposes therein set forth. GIVEN under my hand and
notarial seal this ____ day of November, 2010. NOTARY PUBLIC, STATE OF FLORIDA NOTARY PUBLIC SEAL OF OFFICE: (Name of Notary Public, Print, Stamp or Type as Commissioned.) Personally
known to me, or Produced identification ______________________________ (Type of Identification Produced) Page 243 of 565
A-1 EXHIBIT A FORM OF SCHEDULE TO MASTER LEASE PURCHASE AGREEMENT SCHEDULE _______ dated ______________ to Master Lease Purchase Agreement dated as of [November 1, 2010] between Miami
Gardens Leasing Corporation, as Lessor (the “Corporation”) and The City of Miami Gardens, Florida as Lessee (the “City”) THIS SCHEDULE (the “Schedule”) is hereby entered into under and
pursuant to that certain Master Lease Purchase Agreement dated as of [November 1, 2010] (the “Master Lease”), pursuant to which the Corporation has agreed to lease-purchase unto the
City and the City has agreed to leasepurchase from the Corporation, subject to the terms and conditions of the Master Lease incorporated herein, the Series [ ] Facilities herein described
(the “Series [ ] Facilities”). The Corporation hereby demises, leases and subleases to the City, and City hereby hires, takes, leases and subleases from the Corporation, the Series ___
Facilities and the Series ___ Facility Sites described herein, together with the rights described in clauses (i), (ii) and (iii) of Section 1 in the Series [ ] Ground Lease (hereinafter
defined). The Master Lease with respect to this Schedule and as amended, modified and supplemented hereby, is referred to herein as the “Series [ ] Lease”. All terms not otherwise defined
herein shall have the respective meanings set forth in the Master Lease, or in the Trust Agreement, including the Series [ ] Supplemental Trust Agreement. All terms and conditions contained
in the Master Lease, unless otherwise amended or superseded hereby are incorporated herein by reference. Section 1. Definitions. For purposes of the Series [ ] Lease the following terms
have the meaning set forth below. “Assignment Agreement” shall mean the Series [ ] Assignment Agreement dated as of _____________, ____, between the Corporation and the Trustee. “Certificates”
or Series of Certificates” shall mean the $_______ Certificates of Participation, Series [ ] dated as of ___________, issued under the Trust Agreement and evidencing undivided proportionate
interests of the owners thereof in Basic Lease Payments to be made by the City pursuant to the Master Lease. “Commencement Date” for the Series [ ] Lease is _______. “Continuing Disclosure
Certificate” shall mean that certain Continuing Disclosure Certificate, dated __________, executed and delivered by the City in connection with the issuance of the Series _____ Certificates.
“Participating Underwriter” shall mean any of the original underwriters of the Series _____ Certificates required to comply with the Rule in connection with the offering of the Series
_____ Certificates. Page 244 of 565
A-2 “Rule” shall mean Rule 15c2-12(b)(5) adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as the same may be amended from time to time. “Series
[ ] Credit Facility” shall mean _________________________. “Series [ ] Credit Facility Issuer” shall mean __________________. “Series [ ] Facilities” shall mean the Facilities described
in this Schedule ________. “Series [ ] Facility Sites” shall mean the Facility Sites described in this Schedule [ ] , to be ground leased by the City to the Corporation, as the same
may be amended or supplemented from time to time. “Series [ ] Ground Lease” shall mean the Series [ ] Ground Lease dated as of __________, ____ between the City as Lessor and the Corporation
as Lessee, as amended or supplemented from time to time. “Series [ ] Supplemental Trust Agreement” shall mean the Series [ ] Supplemental Trust Agreement dated as of ____________, ____
between the Corporation and the Trustee. SECTION 2. Lease Term. The total of all Lease Terms of the Lease are expected to be approximately _______________ years consisting of an “Original
Term” of approximately _____________ (___) months from ____________, through and including September 30,__ and _______ (_ ) Renewal Terms of twelve (12) months, each from October 1 through
and including September 30 of the next succeeding calendar year, commencing October 1, ____, and ending on September 30, ____. Each Lease Term shall be subject to annual renewal pursuant
to the provisions of Article III of the Master Lease. SECTION 3. Series [ ] Facilities to be Lease Purchased. A general description of the Series [ ] Facilities and the estimated costs
of the Series [ ] Facilities to be lease-purchased under the Series [ ] Lease are described in Exhibit A hereto. The City reserves the right to substitute other facilities for the facilities
set forth herein, in accordance with the requirements of the Master Lease. SECTION 4. Series [ ] Facility Site(s) to be Ground Leased to the Corporation and Permitted Encumbrances. The
legal descriptions of the Series [ ] Facility Sites to be ground leased to the Corporation and Permitted Encumbrances (in addition to those specified in the Master Lease) are described
in Exhibit B hereto. Substitutions may be made in accordance with the requirements of the Master Lease and the Series [ ] Ground Lease. SECTION 5. Application of Certain Proceeds of
Series ________ Certificates. The Trustee shall deposit the following sums in the following accounts from the proceeds of the Series [ ] Certificates: Amount Account $___________ Series
[ ] Acquisition Account $___________ Series [ ] Cost of Issuance Subaccount $___________ Series [ ] Reserve Account $___________* Series [ ] Lease Payment Account ____________________
*Represents accrued interest. Page 245 of 565
A-3 SECTION 6. Basic Lease Payments. The principal portion and the interest portion of the Basic Lease Payments, the Lease Payment Dates (each [ ] and [ ], commencing [ ]) and the remaining
principal portion with respect to the Series [ ] Facilities to be lease purchased are set forth in Exhibit C hereto. If, upon delivery of the Certificate of Acceptance indicating completion
of the acquisition, construction, installation and payment of all costs of the Series [ ] Facilities, or if the City determines not to acquire, construct or install one or more components
of the Series [ ] Facilities, it is determined that the cost of, and consequently the actual amount of Basic Lease Payments for, a Series [ ] Facility is different from the amount set
forth herein, Exhibit C shall be revised as necessary to reflect the adjusted Schedule of Basic Lease Payments for all Series [ ] Facilities to be lease-purchased. The aggregate of Basic
Lease Payments set forth on Exhibit C shall be no less than the principal and interest payments with respect to the Series [ ] Certificates and shall only be amended in the event of
a prepayment or a prepayment deposit of the principal portion of Basic Lease Payments represented by such portion of the Series [ ] Certificates pursuant to Section 7.2 or 7.3 of the
Master Lease, and prepayment or defeasance of a portion of [ ] Certificates pursuant to Article III of the Series [ ] Supplemental Trust Agreement or Section 801 of the Master Trust
Agreement. The interest portion of the Basic Lease Payments represented by the Series [ ] Certificates, expressed as an annual interest rate, is exempt from the limitations on interest
rates set forth in Section 215.84, Florida Statutes, since the Series [ ] Certificates are rated within the three highest rating categories by a nationally recognized rating service.
SECTION 7. Additional Lease Payments. Additional Lease Payments with respect to the Series [ ] Certificates consist of the following: 1. Trustee Fees: 2. Trustee Expenses: SECTION 8.
Prepayment Provisions. In addition to [or in lieu of] the prepayment provisions of Section 7.2 of the Master Lease, the principal portion of the Basic Lease Payments due as provided
in Section 6 of this Schedule are subject to the following prepayment provisions: A. Optional Prepayment B. Extraordinary Prepayment SECTION 9. Other Special Provisions. A. Representations.
The City hereby confirms its representations, covenants and warranties set forth in Section 2.10 of the Master Lease, except that all references therein to the Master Lease shall be
deemed to refer to the Master Lease as supplemented by this Schedule [ ], and except as otherwise provided below. The Corporation hereby confirms its representations, covenants and warranties
set forth in Section 2.11 of the Master Lease, except that all references therein to the Master Lease shall be deemed to refer to the Master Lease as supplemented by this Schedule [
] , and except Page 246 of 565
A-4 as otherwise provided below. The Corporation hereby represents that the Master Lease is in effect and that to its knowledge there are no defaults on the date of execution of this
Schedule [ ] under any Lease, Ground Lease or the Trust Agreement. B. Notices. Copies of all matters required to be given to a Credit Facility Issuer pursuant to the Master Lease shall
be given to the Series [ ] Credit Facility Issuer at the following address: C. Continuing Disclosure. For purposes of the Series [ ] Lease, the City hereby covenants and agrees that
it will comply with and carry out all of the provisions of the Continuing Disclosure Certificate. Notwithstanding any other provision of the Series [ ] Lease, failure of the City to
comply with the Continuing Disclosure Certificate shall not be considered an Event of Default; however, the Trustee may (and, at the request of any participating underwriter or the Holders
of at least 25% aggregate principal amount in Outstanding Series [ ] Certificates, shall) or any Holder of the Series [ ] Certificates or Beneficial Owner may take such actions as may
be necessary and appropriate, including seeking specific performance by court order, to cause the City to comply with its obligations under this Section 9.C. For purposes of this Section,
“Beneficial Owner” means any person who (a) has the power, directly or indirectly, to vote or consent with respect to, or to dispose of ownership of, any Series [ ] Certificates (including
persons holding Series [ ] Certificates through nominees, depositories or other intermediaries), or (b) is treated as the owner of any Series [ ] Certificates for federal income tax
purposes. [Remainder of Page Intentionally Left Blank] Page 247 of 565
A-5 IN WITNESS WHEREOF, the Corporation has caused this Schedule [ ] to be executed in its corporate name by its duly authorized officers, and the City has caused this Schedule [ ] to
be executed in its name by its duly authorized officers on the date set forth below their respective signatures and all of the day and year first written above. [SEAL] Attest: By: MIAMI
GARDENS LEASING CORPORATION By: [SEAL] Attest: By: THE CITY OF MIAMI GARDENS, FLORIDA By: Page 248 of 565
A-6 EXHIBIT A TO SCHEDULE ______ Series _____ Facilities to be Lease Purchased A. General Description of the Series ____ Facilities to be Lease Purchased: B. Estimated Costs of the Series
_____ Facilities: Facility Facility Site Acquisition/Construction Project Cost Page 249 of 565
A-7 EXHIBIT B TO SCHEDULE ______ Series ____ Facility Sites to be Ground Lease A. DESCRIPTION OF REAL ESTATE B. PERMITTED ENCUMBRANCES Page 250 of 565
A-1 EXHIBIT C TO SCHEDULE ________ Lease Payment Schedule SERIES ___________ FACILITIES (COMPOSITE) PAYMENT DATE BASIC LEASE PAYMENT PRINCIPAL PORTION INTEREST PORTION REMAINING PRINCIPAL
Page 251 of 565
B-1 EXHIBIT B CITY’S CERTIFICATE I, the undersigned Authorized City Representative of the City of Miami Gardens, Florida (the “City”), do hereby certify pursuant to the terms of the
Master Lease Purchase Agreement between the City and Miami Gardens Leasing Corporation (the “Corporation”) dated as of [November 1, 2010] and Schedule _____ thereto dated ____________
(collectively, the “Lease”), as follows: 1. The City has, as agent for the Corporation, acquired the Series ________ Facilities described in Schedule _____ 2. Such Series ________ Facilities
meet the City’s specifications therefor, and have been acquired to the City’s satisfaction. This certificate constitutes the acceptance certificate for such Series ________ Facilities
required by Section 2.3 of the Master Lease and Section 402 of the Master Trust Agreement dated as of [November 1, 2010] between the Corporation and ____________________________ Florida,
as Trustee. 3. The actual cost of such Series ________ Facilities is as follows: 4. The Completion Date for such Series ________ Facilities is: 5. Terms defined in the Master Lease and
Schedule _____ thereto and used in this certificate have the same meanings in this certificate as are ascribed to such terms in the Master Lease and Schedule ________ thereto. CITY OF
MIAMI GARDENS, FLORIDA By: Name: Title: Authorized City Representative Date: MIAMI GARDENS LEASING CORPORATION By: Name: Title: Authorized Corporation Representative Date: MIA 181,270,459v3122872.010
100 Page 252 of 565
EXHIBIT B FORM OF SCHEDULE 2010A Page 253 of 565
1 SCHEDULE 2010A dated as of [November 1, 2010] to the Master Lease Purchase Agreement dated as of [November 1, 2010], between Miami Gardens Leasing Corporation as Lessor (the “Corporation”)
and City of Miami Gardens, Florida, as Lessee (the “City”) THIS SCHEDULE 2010A (the “Schedule 2010A”) is hereby entered into under and pursuant to that certain Master Lease Purchase
Agreement dated as of [November 1, 2010] (the “Master Lease”), pursuant to which the Corporation has agreed to finance and lease purchase unto the City and the City has agreed to lease
purchase from the Corporation, subject to the terms and conditions of the Master Lease incorporated herein, the Series 2010A Facilities herein described. The Corporation hereby demises,
leases and subleases to the City, and the City hereby hires, takes, leases and subleases from the Corporation, the Series 2010A Facilities and the Series 2010A Facility Sites described
herein, together with the rights described in clauses (i), (ii), (iii) and (iv) of Section 1 in the Series 2010A Ground Lease (hereinafter defined). The Master Lease with respect to
this Schedule and as modified and supplemented hereby, is referred to herein as the “Series 2010A Lease.” All terms and conditions contained in the Master Lease, unless otherwise amended
or superseded hereby are incorporated herein by reference. Section 1. Definitions. For purposes of the Series 2010A Lease the following terms have the meanings set forth below. All terms
not otherwise defined herein shall have the respective meanings set forth in the Master Lease, or in the Trust Agreement, including the Series 2010A Supplemental Trust Agreement, as
appropriate. “Assignment Agreement” shall mean the Series 2010A Assignment Agreement dated as of [November 1, 2010], between the Corporation and the Trustee. “Certificates” or “Series
of Certificates” shall mean the $[Par Amount] Certificates of Participation, Series 2010A dated as of the Closing Date, issued under the Trust Agreement and evidencing undivided proportionate
interests of the owners thereof in Basic Lease Payments to be made by the City pursuant to the Master Lease. “Closing Date” means the date of delivery of the Series 2010A Certificates
to the respective Series 2010A Underwriter against payment therefor. “Commencement Date” for the Series 2010A Lease is the Closing Date. “Series 2010A Credit Facility” shall mean the
municipal bond insurance policy issued by the Series 2010A Credit Facility Issuer on [Closing Date], insuring payment of the principal portions and interest portions of Basic Lease Payments
represented by the Series 2010A Certificates when due. “Series 2010A Credit Facility Issuer” shall mean [Insurer], or any successor thereto or assignee thereof. Page 254 of 565
2 “Series 2010A Facilities” shall mean the Facilities described in this Schedule 2010A, as this Schedule 2010A may be amended or supplemented from time to time. “Series 2010A Facility
Sites” shall mean the Facility Sites described in this Schedule 2010A to be ground leased by the City to the Corporation, as the same may be amended or supplemented from time to time.
“Series 2010A Ground Lease” shall mean the Series 2010A Ground Lease dated as of [November 1, 2010], between the City, as Lessor, and the Corporation, as Lessee, as the same may be amended
or supplemented from time to time. “Series 2010A Supplemental Trust Agreement” shall mean the Series 2010A Supplemental Trust Agreement dated as of [November 1, 2010], between the Corporation
and the Trustee. “Series 2010A Underwriter” means Loop Capital Markets LLC. Section 2. Lease Term. The total of all Lease Terms of the Series 2010A Lease are expected to be approximately
twenty-nine (29) years and seven (7) months consisting of an “Original Term” from the Commencement Date through and including September 30, 2011, twenty-eight (28) Renewal Terms of twelve
(12) months, each from October 1 through and including September 30 of the next succeeding calendar year, commencing October 1, 2011 and ending September 30, 2039, and a final Renewal
Term of eight (8) months commencing October 1, 2039 and ending June 1, 2040, provided that on such date no Series 2010A Certificates are “Outstanding” under the Trust Agreement. Each
Lease Term shall be subject to annual renewal pursuant to the provisions of Article II of the Master Lease. Section 3. Series 2010A Facilities to be Lease Purchased. A general description
of the Series 2010A Facilities and the estimated costs of the Series 2010A Facilities to be lease-purchased under the Series 2010A Lease are set forth in Exhibit A hereto. The City reserves
the right to substitute other facilities for the facilities set forth herein, in accordance with the requirements of the Master Lease. Section 4. Series 2010A Facility Sites to to be
Ground Leased to the Corporation and Permitted Encumbrances. The legal descriptions of the Series 2010A Facility Sites to be ground leased to the Corporation and Permitted Encumbrances
(in addition to those specified in the Master Lease) are set forth in Exhibit B hereto. Substitutions may be made in accordance with the requirements of the Master Lease and the Series
2010A Ground Lease. Section 5. Application of Certain Proceeds of Series 2010A Certificates. Pursuant to the provisions of Section 402 of the Series 2010A Supplemental Trust Agreement
the Trustee will deposit the following sums attributable to the Series 2010A Facilities to be lease purchased hereunder in the following accounts from the proceeds of the Series 2010A
Certificates: Amount Account $[__________] Series 2010A Acquisition Account [_________] Series 2010A Cost of Issuance Subaccount [_________] Series 2010A Capitalized Interest Subaccount
Section 6. Basic Lease Payments; Sinking Fund Payments. The principal portion and the interest portion of the Basic Lease Payments, the Lease Payment Dates (May 15 and November 15) and
the remaining principal portion with respect to the Series 2010A Facilities to be lease purchased and the Page 255 of 565
3 Series 2010A Certificates attributable to such Series 2010A Facilities are set forth in Exhibit C. If, upon delivery of the Certificate of Acceptance indicating completion of the acquisition,
construction, installation and payment of all costs of the Series 2010A Facilities, or if the City determines not to acquire, construct or install one or more components of the Series
2010A Facilities, it is determined that the cost of, and consequently the actual amount of Basic Lease Payments for, a Series 2010A Facility is different from the amount set forth herein,
Exhibit C shall be revised as necessary to reflect the adjusted Schedule of Basic Lease Payments for all Series 2010A Facilities to be lease-purchased. The Composite Schedule of Basic
Lease Payments shall be no less than the principal portion and the interest portion of the Basic Lease Payments represented by the Series 2010A Certificates and shall only be amended
in the event of a prepayment or a prepayment deposit of the principal portion of Basic Lease Payments represented by the Series 2010A Certificates pursuant to Section 7.2 or 7.3 of the
Master Lease, and prepayment or defeasance of a portion of Series 2010A Certificates pursuant to Article III of the Series 2010A Supplemental Trust Agreement or Section 801 of the Master
Trust Agreement. The interest portion of the Basic Lease Payments represented by the Series 2010A Certificates, expressed as an annual interest rate, is exempt from the limitations on
interest rates set forth in Section 215.84, Florida Statutes, since the Series 2010A Certificates are rated within the three highest rating categories by a nationally recognized rating
service. Section 7. Additional Lease Payments. Additional Lease Payments with respect to the Series 2010A Lease consist of the following: 1. Trustee Fees: Annual administration fee of
$[_____], payable annually in advance. 2. Trustee Expenses: Expenses to be billed at cost. Legal fee for Trustee counsel at closing of $[_____]. Thereafter, reasonable costs and expenses
pursuant to the Master Lease or Trust Agreement. 3. Credit Facility Issuer Payment: $[________] to be paid to the Series 2010A Credit Facility Issuer upon issuance of the Series 2010A
Certificates with respect to the Series 2010A Credit Facility [and any amounts owed to the Series 2010A Credit Facility Issuer pursuant to Section [___] of the Series 2010A Supplemental
Trust Agreement]. Section 8. Prepayment Provisions. In addition to or in lieu of the prepayment provisions of Section 7.2 of the Master Lease, the principal portion of the Basic Lease
Payments due as provided in Section 8 of this Schedule 2010A is subject to the following prepayment provisions: A. Optional Prepayment. (1) Make Whole Prepayment. The principal portion
of Basic Lease Payments due prior to May 15, 20[__] and represented by the Series 2010A-2 Certificates is subject to prepayment at the option of the City in whole or in part on any Business
Day at a Prepayment Price equal to the greater of (a) 100% of the principal portion of Basic Lease Payments to be prepaid and (b) the sum of the present value of the remaining scheduled
payments of Basic Lease Payments to be prepaid, not including any portion of those payments of the interest portion of such Basic Lease Payments accrued and unpaid as of the Prepayment
Date, discounted to the date on which the Series 2010A-2 Certificates are to be prepaid on a semiannual basis, assuming a 360-day year consisting of twelve 30-day months, at the Treasury
Rate plus [__] basis points, plus, in each case, the accrued and unpaid interest portion of Basic
Lease Payments represented by the Series 2010A-2 Certificates to be prepaid on the Prepayment Date. Page 256 of 565
4 (2) Prepayment at Par. The principal portion of Basic Lease Payments due on or after May 15, 20[__], shall be subject to prepayment in whole or in part on any Business Day on or after
May 15 1, 20[__], if the City elects to prepay the principal portion of Basic Lease Payments due under the Series 2010A Lease and if in part, in such order of maturity of Series 2010A
Certificates corresponding to the due dates of the principal portion of the Basic Lease Payments under the Series 2010A Lease as shall be designated by the City to be prepaid, and by
lot within a maturity in such manner as the Trustee may determine, at a Prepayment Price equal to the principal portion of Basic Lease Payments to be prepaid, plus the interest accrued
to the Prepayment Date. B. Extraordinary Prepayment. (1) The extraordinary prepayment provisions set forth in Section 7.2(B) and Section 5.4(b) of the Master Lease shall not apply to
the Series 2010A Lease. (2) Extraordinary Optional Prepayment Due to the Occurrence of an Extraordinary Event. The principal portion of Basic Lease Payments represented by the Series
2010A-2 Certificates is subject to extraordinary mandatory prepayment in Authorized Denominations, in whole or in part, on a date designated by the City upon the occurrence of an Extraordinary
Event, at a Prepayment Price equal to the greater of: (1) 100% of the principal portion of Basic Lease Payments to be prepaid; and (2) the sum of the present value of the remaining scheduled
payments of Basic Lease Payments related to the principal portion of Basic Lease Payments to be prepaid to the Maturity Date, not including any portion of those payments of interest
accrued and unpaid as of the Prepayment Date, discounted to the Prepayment Date on a semiannual basis, assuming a 360-day year consisting of twelve 30-day months, at the Treasury Rate
plus 100 basis points, plus in each case, the accrued interest portion of the Basic Lease Payments related to the principal portion to be prepaid to the Prepayment Date. Section 9. Disposition
of Federal Subsidy Payments. The City covenants and agrees to deposit, or cause to be deposited, all Federal Subsidy Payment revenues received by the City in connection with the Series
2010A-2 Certificates with the Trustee promptly upon receipt thereof. Such Federal Subsidy Payment revenues shall be deposited by the Trustee in the Series 2010A Lease Payment Account
pursuant to Section 403 of the Series 2010A Supplemental Trust Agreement. The amount of Basic Lease Payments due on each Lease Payment Date under the Series 2010A Lease shall be reduced
by the amount of Federal Subsidy Payment revenues on deposit in the Series 2010A Lease Payment Account. Section 10. Other Special Provisions A. Representations. (1) The City hereby confirms
its representations, covenants and warranties set forth in Sections 2.10, 5.12 and 5.13 of the Master Lease, except that all references therein to the Master Lease shall be deemed to
refer to the Master Lease as supplemented by this Schedule 2010A and all references therein to to the Facilities shall include the Series 2010A Facilities, and except as otherwise provided
below. The Corporation hereby confirms its representations, covenants and warranties set forth in Section 2.11 of the Master Lease, except that all references therein to the Master Lease
shall be deemed to refer to the Master Lease as supplemented by this Schedule 2010A and all references Page 257 of 565
5 therein to the Facilities shall include the Series 2010A Facilities, and except as otherwise provided below. (2) The City and the Corporation hereby represent that the Master Lease
is in effect and that to their knowledge there are no defaults on the date of execution of this Schedule 2010A under any Lease, Ground Lease or the Trust Agreement. (3) The City hereby
represents, covenants and warrants that adequate water, sanitary sewer and storm sewer utilities, electric power, telephone and other utilities are available to the 2010A Facilities,
or the cost of making them available is included in the City’s acquisition and construction budget for the Series 2010A Facilities. B. Notices. Copies of all notices required to be given
to a Credit Facility Issuer pursuant to the Master Lease shall be given to the Series 2010A Credit Facility Issuer at the following address: [Insurer] [Insurer Address] C. Continuing
Disclosure. For purposes of the Series 2010A Lease, the City hereby covenants and agrees that it will will comply with and carry out all of the provisions of the Disclosure Agreement.
Notwithstanding any other provision of the Series 2010A Lease, failure of the City to comply with the Disclosure Agreement shall not be considered an Event of Default; however, provided
it has been satisfactorily indemnified in accordance with Section 602 of the Master Trust Agreement as if it were proceeding under Section 602 of the Master Trust Agreement, the Trustee
may (and, at the request of any Participating Underwriter or the Holders of at least 25% aggregate principal amount in Outstanding Series 2010A Certificates, shall) or any Holder of
the Series 2010A Certificates or Beneficial Owner may take such actions as may be necessary and appropriate, including seeking specific performance by court order, to cause the City
to comply with its obligations under this Section 10.C. For purposes of this Section, “Beneficial Owner” means any person who (a) has the power, directly or indirectly, to vote or consent
with respect to, to, or to dispose of ownership of, any Series 2010A Certificates (including persons holding Series 2010A Certificates through nominees, depositories or other intermediaries),
or (b) is treated as the owner of any Series 2010A Certificates for federal income tax purposes. D. Build America Bonds. (1) The City hereby irrevocably elects to have Section 54AA of
the Code apply to the portion of the Series 2010A Lease represented by the Series 2010A-2 Certificates and the Series 2010A-2 Certificates and, pursuant to Sections 54AA(g) and 6431
of the Code, irrevocably elects to receive the Federal Subsidy Payments. (2) The City covenants that (i) no more than two percent (2%) of the proceeds of the Series 2010A-2 Certificates
shall be expended for costs of issuance of the Series 2010A-2 Certificates; (ii) 100% of the available project proceeds (as defined in Section 54A of the Code) of the Series 2010A-2
Certificates shall be used for qualified purposes and (iii) it will comply with rules relating to arbitrage in accordance with the Code. Page 258 of 565
6 (3) The City hereby agrees to file Form 8038-CP no earlier than the ninetieth (90th) day and no later than the forty-fifth (45th) day prior to each Interest Payment Date identifying
the amount of the interest portion of Basic Lease Payments represented by the Series 2010A-2 Certificates to be paid on the Interest Payment Date. (4) The City covenants that it will
not take or fail to take any action which could result in the loss or diminishment of the Federal Subsidy Payments. [Remainder of Page Intentionally Left Blank] Page 259 of 565
7 IN WITNESS WHEREOF, the Corporation has caused this Schedule 2010A to be executed in its corporate name by its duly authorized officers, and the City has caused this Schedule 2010A
to be executed in its name by its duly authorized members or officers all as of the day and year first written above. [SEAL] Attest: By: Ronetta Taylor, MMC Secretary MIAMI GARDENS LEASING
CORPORATION By: Shirley Gibson President [SEAL] Attest: By: Ronetta Taylor, MMC City Clerk CITY OF MIAMI GARDENS, FLORIDA By: Shirley Gibson Mayor Page 260 of 565
A-1 EXHIBIT A TO SCHEDULE 2010A A. General Description of the Series 2010A Facilities to be Lease Purchased: [A new approximately [_______] spare foot town center facility containing
a city hall and police station and attached parking garage with approximately [____] parking spaces.] B. Estimated Costs of the Series 2010A Facilities to be Lease Purchased: The following
reflects current expectations of the City as to the cost of the Series 2010A Facilities and is subject to change and amendment. Description Estimated Costs Town Center facility containing
a city hall, police station and parking garage $[_________] Total: $[_________] Page 261 of 565
B-1 EXHIBIT B TO SCHEDULE 2010A Series 2010A Facility Sites to be Ground Leased A. DESCRIPTION OF REAL ESTATE Tract "A", of CITIZENS NATIONAL TRACT, according to the Plat thereof, as
recorded in Plat Book 84, at Page(s) 8, of the Public Records of Miami-Dade County, Florida. B. PERMITTED ENCUMBRANCES 1. Restrictions (deleting therefrom any restrictions indicating
any preference, limitation or discrimination based on race, color, religion, sex, handicap, familial status or national origin), covenants, easement(s), setback(s), if any, as may be
shown on the Plat recorded in Plat Book 2, Page(s) 96, of the Public Records of Miami-Dade County, Florida. 2. Restrictions (deleting therefrom any restrictions indicating any preference,
limitation or discrimination based on race, color, religion, sex, handicap, familial status or national origin), covenants, easement(s), setback(s), if any, as may be shown on the Plat
recorded in Plat Book 66, Page(s) 110, of the Public Records of Miami-Dade County, Florida. 3. Restrictions (deleting therefrom any restrictions indicating any preference, limitation
or discrimination based on race, color, religion, sex, handicap, familial status or national origin), covenants, easement(s), setback(s), if any, as may be shown on the Plat recorded
in Plat Book 84, Page(s) 8, of the Public Records of Miami-Dade County, Florida. 4. Covenants, conditions and restrictions (but omitting any covenants or restrictions, if any, based
upon race, color, religion, sex, sexual orientation, familial status, marital status, disability, handicap, national origin, ancestry, or source of income , as set forth in applicable
state or federal laws, except to the extent that said covenant or restriction is permitted by applicable law) as set forth in the document recorded on June 16, 1958, in 58R-92738, of
the Public Records of Miami-Dade County, Florida. 5. Easement(s) for the purpose(s) as may be shown below and rights incidental thereto as set forth in a document for the purpose of
water and sewer service, recorded on April 18, 1978, in O.R. Book 10007, Page 1809, of the Public Records of Miami-Dade County, Florida. 6. Any rights or interests as indicated by that
certain instrument Unity of Title, recorded on February 20, 1963, in Clerk's File No. 63R-29933, of the Public Records of Miami-Dade County, Florida. 7. Any rights or interests as indicated
by that certain instrument Agreement, recorded on January 16, 1964 recorded Clerk's File No. 64R-9544, of the Public Records of Miami-Dade County, Florida. 8. Notice of Violations recorded
August 18, 2003 in Official Records Book 21546, Page 2173, of the Public Records of Miami-Dade County, Florida. 9. [Matters shown by that certain survey prepared by Caulfield & Wheeler,
Inc. Survey No. 2822-1, revised January 8, 2008.] Page 262 of 565
C-1 EXHIBIT C TO SCHEDULE 2010A Lease Payment Date Principal Portion Interest Portion Total Lease Payment Remaining Principal MIA 181,420,149v3122872.010100 Page 263 of 565
EXHIBIT C FORM OF SERIES 2010A GROUND LEASE Page 264 of 565
Series 2010A GROUND LEASE Dated as of [November 1, 2010] between CITY OF MIAMI GARDENS, FLORIDA, as Lessor and MIAMI GARDENS LEASING CORPORATION, as Lessee (Series 2010A Facility Sites)
Page 265 of 565
TABLE OF CONTENTS Page Section 1. Lease of Series 2010A Facility Sites......................................................................................... 3 Section 2. Ground Lease
Term; Option to Renew ..................................................................................... 5 Section 3. Rent .........................................................................
................................................................. 5 Section 4. Title to Series 2010A Facility Sites; Possession .......................................................................
6 Section 5. Use of Series 2010A Facility Sites; Assignments and Subleases.............................................. 7 Section 6. Right of Entry...................................................
........................................................................ 8 Section 7. Default .........................................................................................................
............................. 8 Section Section 8. Quiet Enjoyment.......................................................................................................................
8 Section 9. Liens ......................................................................................................................................... 8 Section 10. Condemnation
........................................................................................................................... 9 Section 11. Estoppel Certificates........................................
.......................................................................... 9 Section 12. Amendments....................................................................................................
......................... 9 Section 13. Binding Effect ......................................................................................................................... 10 Section
14. No Merger of Leasehold Estate............................................................................................... 10 Section 15. Notices................................................
.................................................................................... 10 Section 16. Severability.......................................................................................
...................................... 10 Section 17. Applicable Law .......................................................................................................................
10 Section 18. Execution in Counterparts ....................................................................................................... 10 Section 19. Memorandum of Ground Lease
.............................................................................................. 11 Section 20. No Personal Liability....................................................................
........................................... 11 Section 21. Third Party Beneficiary...........................................................................................................
11 Section 22. Radon ..................................................................................................................................... 11 EXHIBIT A -SERIES 2010A
FACILITY SITES (Description of Real Estate and Permitted Encumbrances) Page 266 of 565
1 SERIES 2010A GROUND LEASE (Series 2010A Facility Sites) THIS SERIES 2010A GROUND LEASE, dated as of [November 1, 2010], between the CITY OF MIAMI GARDENS, FLORIDA (the “City”), a municipal
corporation of the State of Florida, as Lessor, and MIAMI GARDENS LEASING CORPORATION (the “Corporation”), a not-for-profit corporation duly organized and existing under and pursuant
to Chapter 617, Florida Statutes, as amended, as Lessee. Capitalized terms used, but not defined, herein shall have the meanings assigned thereto in the hereinafter described Trust Agreement.
W I T N E S S E T H: WHEREAS, the City has the power pursuant to the Charter of the City, the Constitution of the State of Florida, Chapter 166, Florida Statutes, as amended, and other
applicable provisions of law (collectively, the “Act”) to receive, purchase, acquire, lease, sell, hold, transmit and convey title to real and personal property for municipal purposes,
and to enter into leases or lease purchase agreements for necessary grounds and facilities for municipal purposes; and WHEREAS, the Corporation is a not-for-profit corporation duly organized
and existing under the laws of the State of Florida, and is authorized to lease and otherwise dispose of property, and to take such other actions contemplated to be taken by the Corporation
under this Series 2010A Ground Lease; and WHEREAS, pursuant to Section 4.3 of the Charter of the City, on July 28, 2010, the City Council of the City of Miami Gardens, Florida enacted
Ordinance No. 2010-20-228, at a public meeting duly noticed as required by law, authorizing and approving the execution and delivery of this Series 2010A Ground Lease, a copy of which
in substantially final form was made available for inspection and review by the public, and the ground leasing by the City of certain real property and improvements constituting the
Series 2010A Facility Sites (as hereinafter defined) to the Corporation; and WHEREAS, in order to facilitate the lease purchasing of certain real property, buildings and improvements,
and the equipment, fixtures and furnishings built or to be built, installed or established therein, the City and the Corporation have entered into a Master Lease Purchase Agreement dated
as of [November 1, 2010] (as the same may be amended and supplemented from time to time, the “Master Lease”); and WHEREAS, the City owns certain real property located in the City within
Miami-Dade County, Florida and described in Exhibit A attached hereto, as the same may be amended from time to time by the addition of parcels of land to be acquired by the City in the
future pursuant to one or more supplements thereto (which real property, together with all buildings, structures and improvements now or hereafter erected or situated thereon, any easements
or other rights or privileges in adjoining property inuring to the fee simple owner by reason of ownership of such land, and all fixtures, additions, alterations or replacements thereto,
now or hereafter located in, on or used in connection with or attached or made to such land to the extent title thereto may vest in the City is hereinafter referred to as a “Series 2010A
Facility Site” or, in the case of separate parcels, such parcels are herein collectively referred to as the “Series 2010A Facility Sites”); and Page 267 of 565
2 WHEREAS, the City desires to lease-purchase a new town center facility containing a city hall, police station and parking garage to be located on the Series 2010A Facility Sites, and
desires to lease-purchase certain other municipal facilities and sites (individually and collectively, the “Series 2010A Facilities”), pursuant to Schedule 2010A to the Master Lease
(which schedule, upon being executed and delivered by the City and the Corporation, together with the terms and provisions of the Master Lease, constitutes a separate lease, as the same
may be amended or supplemented from time to time, the “Series 2010A Lease”); and WHEREAS, it is possible that a portion of the Series 2010A Facilities may be attached to one or more
existing structures of the City adjacent to the Series 2010A Facility Sites; may be dependent upon adjacent property of the City for pedestrian and vehicular ingress, egress and access
to and from and between the Series 2010A Facility Sites and the public roads adjoining the adjacent property of the City (“Access”); and may further be dependent upon the City’s adjacent
property for utility and other services which would be necessary for the full use and enjoyment of the Series 2010A Facility Sites including, but not limited to, drainage, sewer and
water service, electric, telephone and gas service and parking of vehicles (collectively, the “Services”); and WHEREAS, the Corporation desires to acquire from the City, pursuant to
this Series 2010A Ground Lease, and the City is willing to grant to the Corporation, the right to utilize the adjacent property of the City to the extent reasonably necessary for Access
and for the Services, and the Corporation and the City desire to provide for the structural attachment of certain of the Series 2010A Facilities to the adjacent property of the City;
and WHEREAS, provisions for the payment of the cost of acquiring and constructing the Series 2010A Facilities have been made by (a) establishing a trust pursuant to the Master Trust
Agreement dated as of [November 1, 2010], as supplemented and amended by a Series 2010A Supplemental Trust Agreement dated as of [November 1, 2010] (as the same may be further supplemented
or amended from time to time, the “Trust Agreement”), between the Corporation and Wells Fargo Bank, N.A., as trustee (the “Trustee”), and irrevocably assigning to the Trustee without
recourse all of the Corporation’s right, title and interest in and to this Series 2010A Ground Lease, the Series 2010A Lease, except for certain rights to indemnification, to receive
notices and to hold title to the Series 2010A Facility Sites, (b) directing the Trustee for such trust to execute and deliver to the public Certificates of Participation, Series 2010A
(the “Series 2010A Certificates”) evidencing undivided proportionate interests of the Owners thereof in the right to receive Basic Lease Payments to be made by the City, as lessee, pursuant
to the Series 2010A Lease and (c) directing the Trustee to hold the proceeds of sale of the Series 2010A Certificates Certificates in trust subject to application only to pay the costs
of acquisition and construction of the Series 2010A Facilities; and WHEREAS, each Series 2010A Certificate and any refunding Certificate that may be issued to refinance all or a portion
of the costs of acquisition and construction of the Series 2010A Facilities (the Series 2010A Certificates and any refunding Certificates issued pursuant to the Master Trust Agreement
and a Supplemental Trust Agreement which represent an undivided proportionate interest in a portion of the Basic Lease Payments payable under the Series 2010A Lease are referred to herein
collectively as the “Certificates”) represents an undivided proportionate interest in the principal portion of the Basic Lease Payments set forth in the Series 2010A Lease due and payable
on the maturity date or earlier prepayment date of the Certificates and in the interest portion of the Basic Lease Payments set forth in the Series 2010A Lease due and payable semiannually,
to and including such maturity date or earlier prepayment date; and Page 268 of 565
3 WHEREAS, the Corporation will assign to the Trustee all of its right, title and interest in and to this Series 2010A Ground Lease, the Series 2010A Lease, and the Series 2010A Lease
Payments (except for certain indemnification rights and the right of the Corporation to hold title to the Series 2010A Facilities and to receive notices), pursuant to the Series 2010A
Assignment Agreement dated as of [November 1, 2010] (as the same may be amended from time to time, the “Series 2010A Assignment Agreement”), for the benefit of holders of the Certificates,
as their interests may appear; and WHEREAS, the City intends for the Series 2010A Lease to remain in full force and effect until after the last Lease Payment Date for the Series 2010A
Facilities and the payment to holders of the Certificates of the last principal and interest portions of Basic Lease Payments due under the Series 2010A Lease and represented by the
Certificates, unless sooner terminated in accordance with the terms provided therein; and WHEREAS, the City intends for this Series 2010A Ground Lease to remain in full force and effect
until the termination of the Lease Term, as provided below. NOW, THEREFORE, the City and the Corporation accordingly hereby covenant and agree as follows: Section 1. Lease of Series
2010A Facility Sites. Subject to Permitted Encumbrances (as described in Exhibit A attached hereto and made a part hereof), the City hereby demises and leases the Series 2010A Facility
Sites, more particularly described in Exhibit A, as the same may be amended from time to time pursuant to one or more supplements thereto, to the Corporation, and the Corporation hereby
hires, takes and leases the Series 2010A Facility Sites from the City, for the term, at the rental and on the conditions herein set forth. Such demising and leasing shall include the
following rights: (i) The right to utilize the adjacent property of the City for Access and for the Services reasonably necessary to the full use and enjoyment of the Series 2010A Facility
Sites; provided that the locations on the adjacent property of the City utilized for such purposes shall be reasonably agreed upon by the Corporation and the City; and provided, further,
that the rights shall include, but not necessarily be limited to, the right to utilize for such purposes any portion of the adjacent property of the City (e.g., the rights shall include,
but not necessarily be limited to, the right to utilize for appropriate purposes, any drives, parking areas, drainage facilities or sewer, water, gas, electric or telephone lines from
time to time located upon the adjacent property of the City, together with the right to “tie-in” or “connect” thereto). If the Lease Term of the Series 2010A Lease terminates prior to
the termination of the term of this Series 2010A Ground Lease, the City and the Corporation shall each have the right to install such meters or submeters as may be reasonably appropriate
to the end that the Corporation is charged for consumption of such utilities on the Series 2010A Facility Facility Sites. (ii) The adjacent property of the City and the Series 2010A
Facility Sites may contain certain elements, features or parts which are structural elements of both the adjacent property of the City and the Series 2010A Facility Sites. Such structural
elements include, but are not necessarily limited to, the following: (A) All utility lines, ducts, conduits, pipes and other utility fixtures and appurtenances which are located on or
within either the Series 2010A Facility Sites or Series 2010A Facilities on the one hand or the adjacent property of the City on the other hand and which, directly or indirectly, in
any way, service the other. Page 269 of 565
4 (B) All division walls (hereinafter referred to as “Party Walls”) between the Series 2010A Facility Sites and the adjacent property of the City upon the common line between the Series
2010A Facility Sites and the adjacent property of the City (hereinafter referred to as the “Lot Line”) provided that the mere fact that such a division wall is found not to be on the
Lot Line shall not preclude that division wall from being a Party Wall. (C) The roof and all roof support structures and any and all appurtenances to such roof and roof support structures
including, without limitation, the roof covering, roof trim and roof drainage fixtures (collectively referred to as “Roofing”) to the extent interrelated between the Series 2010A Facility
Sites and the adjacent property of the City. Should the Roofing of any Series 2010A Facilities extend beyond the Lot Line, the right therefor is hereby granted and should the Roofing
of the adjacent property of the City extend beyond the Lot Line onto the Series 2010A Facility Facility Sites, the right therefor is hereby reserved. (D) The entire concrete floor slab
or wood floor system if utilized in lieu thereof and all foundational and support structures and appurtenances thereto to the extent interrelated between the Series 2010A Facilities
and the adjacent property of the City (collectively referred to as “Flooring”). Should the Flooring of the Series 2010A Facilities extend beyond the Lot Line, the right therefor is hereby
granted and should the Flooring of the adjacent property of the City extend beyond the Lot Line onto the Series 2010A Facility Sites, the right therefor is hereby reserved. (iii) The
Series 2010A Facility Sites rights further include the right of the Series 2010A Facilities to encroach upon the adjacent property of the City as a result of minor inaccuracies in survey,
construction or reconstruction or due to settlement or movement. The encroaching Series 2010A Facilities shall remain undisturbed for as long as same exist and, for so long as such encroachment
exists, that portion of the adjacent property of the City on which same exists shall be deemed to be a part of the Series 2010A Facility Sites. In addition, the Series 2010A Facility
Sites rights include the right to utilize that portion of the adjacent property of the City as may be reasonably necessary in order to maintain and repair the Series 2010A Facilities.
The Series 2010A Facility
Sites rights further include cross rights of support and use over, upon, across, under, through and into the common structural elements in favor of the Corporation (and like rights are
hereby reserved unto the City) for the continued use, benefit and enjoyment and continued support, service, maintenance and repair of all such common structural elements. The City, at
its sole expense, shall bring or cause to be brought to the Series 2010A Facility Sites adequate connections for water, electrical power, telephone, storm sewerage and sewerage, and
shall arrange with the appropriate utility companies for furnishing such services and shall provide to the Series 2010A Facility Sites water services and capacity sufficient for the
contemplated operation of the Series 2010A Facilities thereon; including, but not limited to, heating, ventilation and air conditioning equipment. Either the City or the Corporation
shall have the right, at its own expense, to request and receive telephone and communication services from the utility companies furnishing such services subject to the customary rules
and regulations of said utility companies whether the companies deliver such services directly through their own conduits or pipes, or through conduits and pipes owned by the City. The
City agrees to grant such utility companies rights of access over, under and across the remaining property of the City adjoining the Series 2010A Facility Sites, if any, as shall be
necessary and convenient Page 270 of 565
5 for the efficient operation of the Series 2010A Facilities, and which do not materially impair the present and future uses of such remaining property of the City, if any. Section 2.
Ground Lease Term; Option to Renew. The initial Lease Term for the Series 2010A Facility Sites shall commence on the commencement date of the Series 2010A Lease (the “Commencement Date”)
and shall end on [November 1, 2045]. If, upon the termination of the Lease Term as a result of non-appropriation or default pursuant to Section 4.1(b) or 4.1(c) of the Master Lease,
the Corporation or the Trustee as the assignee of the Corporation excludes the City from possession of the Series 2010A Facility Sites and Series 2010A Facilities, the City grants to
the Corporation the right and option to renew this Series 2010A Ground Lease for an additional term not to exceed five (5) years, at a fair market rental to be determined, adjusted and
paid in the manner set forth in Section 3 of this Series 2010A Ground Lease. Notwithstanding the foregoing, this Series 2010A Ground Lease may be terminated by the City on any date prior
to the end of the initial term or any renewal term hereof, which date is at least one (1) day after the date of termination of the Series 2010A Lease, upon not less than ten (10) days
prior written notice to the Corporation, (a) upon payment of the Purchase Option Price, pursuant to Section 7.2 of the Master Lease, with respect to the Series 2010A Facilities, and
full performance and satisfaction of the City’s obligations under the Series 2010A Lease, or (b) upon the provision for payment of all Lease Payments under the Series 2010A Lease pursuant
to Section 7.3 of the Master Lease, together in each case with payment of the sum of $1.00. This Series 2010A Ground Lease may likewise be modified at the request of the City at any
time, upon similar notice and modification of the Series 2010A Lease (a) to reflect the substitution of all or a portion of the Series 2010A Facilities and Series 2010A Facility Sites
in accordance with Section 6.4 of the Master Lease, or (b) upon payment or provision for payment of the Purchase Option Price of all or a portion of one or more particular Series 2010A
Facilities pursuant to Section 7.3 of the Master Lease, to reflect the release of one or more portions of the Series 2010A Facility Sites from this Series 2010A Ground Lease. Section
3. Rent. (a) So long as the Lease Term has not been terminated as a result of non-appropriation or default pursuant to Section 4.1(b) or 4.1(c) of the Master Lease, the Corporation shall
pay to the City as and for rental for the Series 2010A Facility Sites the sum of one dollar ($1.00) per annum, which sum shall be due in advance on the Commencement Date (pro rated)
and annually thereafter on the first day of each renewal Lease Term. At the option of the Corporation, the Corporation may prepay all or a portion of the ground rent payable hereunder
for the entire initial lease term hereof from the proceeds of sale of the Series 2010A Certificates or otherwise. (b) From and after the date on which the Lease Term shall have been
terminated as a result of non-appropriation or default pursuant to Section 4.1(b) or 4.1(c) of the Master Lease, the Corporation shall pay as and for rental for the Series 2010A Facility
Sites an amount determined by an M.A.I. appraisal to be the fair market rental for the Series 2010A Facility Sites (the “Appraisal”), which Appraisal shall be prepared by an appraiser
selected by the Trustee as assignee of the Corporation (the cost of such Appraisal to be paid by the Trustee and reimbursed as provided in Article VI of the Trust Agreement); provided,
however, that such fair market rental and the payment thereof shall be subject to the following adjustments and conditions: Page 271 of 565
6 (i) if the Lease Term shall have been terminated on a date other than September 30 of any year, the fair market rental determined pursuant to the Appraisal shall be pro rated for the
number of days between the date of termination and the next succeeding September 30; (ii) for each twelve month period beginning on the October 1 next succeeding the date on which such
termination occurs and beginning on each succeeding October 1, the amount of the fair market rental determined by the Appraisal shall be adjusted by the percentage (positive or negative)
which is equal to the Implicit Price Deflator of the Consumer Price Index published by the United States Department of Commerce for the region of the United States where Florida is located
or for the United States as a whole if not so published for such region; (iii) the fair market rental due in any year shall be paid in the current year only to the extent that the moneys
received by the Trustee as assignee of the Corporation from the exercise of the remedies permitted under the Series 2010A Lease during the preceding twelve months prior to such October
1 exceeded the principal and interest portion of Basic Lease Payments under the Series 2010A Lease payable for such preceding twelve months and other amounts described in Section 504
of the Trust Agreement; provided, however, that any portion of such fair market rental not paid in any year due to the provisions of this clause (iii) shall remain due and payable and
shall accumulate from year to year and shall be paid in any future year to the extent that moneys received in such year from the exercise of the remedies permitted by the Series 2010A
Lease exceed the principal and interest portion of Basic Lease Payments under the Series 2010A Lease and other amounts described in Section 504 of the Trust Agreement and the fair market
rental due in such years; and (iv) the failure to pay any portion of the fair market rental in any year due to insufficiencies of moneys realized from the exercise of the remedies permitted
permitted under the Series 2010A Lease (1) shall not give rise to any obligation to pay interest on such unpaid fair market rental and (2) shall not constitute a default under this Series
2010A Ground Lease by the Corporation or the Trustee as the assignee of the Corporation. Section 4. Title to Series 2010A Facility Sites; Possession. (a) Upon the Commencement Date and
throughout the term of this Series 2010A Ground Lease, fee title to the Series 2010A Facility Sites shall be in the name of the City, subject to Permitted Encumbrances; title to the
Series 2010A Facilities constructed on the Series 2010A Facility Sites shall be in the name of the Corporation and shall remain severed from title to the Series 2010A Facility Sites
until the earlier of (i) payment in full, or provision for payment, of all Lease Payments under the Series 2010A Lease or payment of the then applicable Purchase Option Price of the
Series 2010A Facilities, in accordance with Sections 7.2 or 7.3 of the Master Lease and Section 2 hereof, or (ii) the end of the term of this Series 2010A Ground Lease. (b) The Corporation
shall at all times during the term of this Series 2010A Ground Lease have a leasehold estate in the Series 2010A Facility Sites with full right to vest the use, enjoyment and possession
of such leasehold estate therein in a Permitted Transferee (as defined herein). (c) Possession and use of the Series 2010A Facility Sites, together with all improvements thereon, shall,
upon the last day of the term of this Series 2010A Ground Lease or earlier termination of this Series 2010A Ground Lease pursuant to Section 2 hereof, automatically revert to the City
free and clear of liens and encumbrances other than Permitted Encumbrances without necessity of Page 272 of 565
7 any act by the Corporation or any Permitted Transferee. Upon such termination of this Series 2010A Ground Lease, the Corporation shall peaceably and quietly surrender to the City the
Series 2010A Facility Sites together with any improvements located in or upon the Series 2010A Facility Sites. Upon such surrender of the Series 2010A Facility Sites, the Corporation
or any Permitted Transferee, at the reasonable request of the City, shall execute an instrument in recordable form evidencing such surrender and shall deliver to the City all books,
records, construction plans, surveys, permits and other documents relating to, and necessary or convenient for, the operation of the Series 2010A Facility Sites in the possession of
the Corporation or any Permitted Transferee. (d) Any personal property of the Corporation, any Permitted Transferee or any Person which shall remain on the Series 2010A Facility Sites
after expiration or earlier termination of the term of this Series 2010A Ground Lease and for thirty (30) days after request by the City for removal, shall, at the option of the City,
be deemed to have been abandoned and may be retained by the City and the same may be disposed of, without accountability, in such manner as the City may see fit. (e) If the Corporation
or any Permitted Transferee holds over or refuses to surrender possession of the Series 2010A Facility Sites after expiration or earlier termination of this Series 2010A Ground Lease,
the Corporation or any Permitted Transferee shall be a tenant at sufferance and shall pay rent equal to the fair market rental of the Series 2010A Facility Sites determined in the manner
provided in Section 3(b) hereof. Section 5. Use of Series 2010A Facility Sites; Assignments and Subleases. The Corporation may use the Series 2010A Facility Sites for any lawful purpose;
however, the parties agree that unless the Series 2010A Lease shall have been terminated as a result of non-appropriation or default pursuant to Section 4.1(b) or 4.1(c) of the Master
Lease, the Series 2010A Facility Sites shall be used solely for municipal purposes. Unless the Series 2010A Lease shall have been so terminated, no assignment of this Series 2010A Ground
Lease or subletting of the Series 2010A Facility Sites may be made except as provided in the Series 2010A Assignment Agreement, the Series 2010A Lease, the Trust Agreement and in any
agreement with a Credit Facility Issuer, if any, without the prior written consent of the City. In the event that the Series 2010A Lease shall be terminated pursuant to Section 4.1(b)
or 4.1(c) of the Master Lease, then the Corporation’s interest in this Series 2010A Ground Lease may be assigned by the Trustee to any third party, including a Credit Facility Issuer
(a “Permitted Transferee”), who may alter, modify, add to or delete from the Series 2010A Facilities existing from time to time on the Series 2010A Facility Sites. The City represents
and covenants that the Series 2010A Facility Sites are presently zoned to allow government use, and that the City shall take no action with respect to zoning or other land use regulation
applicable to the Series 2010A Facility Sites except as directed by the Corporation. The City shall do everything in its power to assist the Corporation in obtaining such building permits,
subdivision approvals, or zoning changes or variances as the Corporation may deem necessary or desirable or such other permits, licenses, approvals or other actions which the Corporation
deems necessary or desirable in order to enable the Corporation to use the Series 2010A Facility Sites for such purposes as the Corporation shall determine, provided, however, that neither
the Corporation nor any Permitted Transferee shall use or permit the Series 2010A Facility Sites to be used in violation of any valid present or future laws, ordinances, rules or regulations
of any public or governmental authority at any time applicable thereto. It is understood that all right, title and interest of the Corporation in and to this Series 2010A Ground Lease
is to be irrevocably assigned by the Corporation to the Trustee pursuant to the Series Page 273 of 565
8 2010A Assignment Agreement, except that the Corporation shall continue to hold title to the Series 2010A Facilities as described in Section 4 hereof and in the Series 2010A Lease.
The City agrees that upon such assignment the Trustee shall have all of the rights of the Corporation hereunder assigned to the Trustee, notwithstanding any claim, defense, setoff or
counterclaim whatsoever (whether arising from a breach of this Series 2010A Ground Lease or otherwise) that the City may from time to time have against the Corporation or any person
or entity associated or affiliated therewith. The City acknowledges that the Trustee is acting on behalf of the holders of the Certificates, as their interest may appear, and may, under
certain circumstances assign this Series 2010A Ground Lease to a Permitted Transferee. Notwithstanding anything to the contrary herein or in any exhibit, instrument, document or paper
relating to this Series 2010A Ground Lease or any of the transactions contemplated hereby, the parties hereto acknowledge and agree that upon the assignment by the Corporation of its
rights hereunder to the Trustee pursuant to the Series 2010A Assignment Agreement, the Corporation shall have no further obligation, liability or responsibility hereunder and no party
hereto nor its successors or assigns shall look to the Corporation for any damages, expenses, fees, charges or claims with respect to the failure of any obligations hereunder to be performed.
Section 6. Right of Entry. Unless the Series 2010A Lease shall have been terminated as a result of non-appropriation or default pursuant to Section 4.1(b) or 4.1(c) of the Master Lease,
the City shall have the right for any of its duly authorized representatives to enter upon the Series 2010A Facility Sites at any reasonable time to inspect the same or to make any repairs,
improvements or changes necessary for the preservation thereof. Section 7. Default. In the event the Corporation shall be in default in the performance of any obligation on its part
to be performed under the terms of this Series 2010A Ground Lease, which default continues for sixty (60) days following notice and demand for correction thereof to the Corporation,
the City may exercise any and all remedies granted by law; provided, however, that so long as any Certificates representing an undivided proportionate interest in a portion of the Basic
Lease Payments payable under the Series 2010A Lease are outstanding and except as provided in Section 2 herein, this Series 2010A Ground Lease shall not be terminated. The City shall
have recourse solely against the leasehold estate of the Corporation in the Series 2010A Facility Sites, and any proceeds thereof, for the payment of any liabilities of the Corporation
hereunder. The rights of the City under this Section 7 shall be subordinate in all respects to the rights of the holders of the Certificates. Section 8. Quiet Enjoyment. The Corporation
at all times during the term of this Series 2010A Ground Lease shall peacefully and quietly have, hold and enjoy enjoy the Series 2010A Facility Sites, without hindrance or molestation
subject to the provisions hereof and of the Series 2010A Lease, the Series 2010A Assignment Agreement and the Trust Agreement. Section 9. Liens. Unless the Series 2010A Lease shall have
been terminated as a result of non-appropriation or default pursuant to Section 4.1(b) or 4.1(c) of the Master Lease, neither the City nor the Corporation shall, directly or indirectly,
create, incur, assume or suffer to exist any mortgage, pledge, lien, charge, encumbrance or claim on or with respect to such Series 2010A Facility Sites, other than Permitted Encumbrances.
The City shall reimburse the Trustee for any expense incurred by the Trustee in order to discharge or remove any such mortgage, pledge, lien, charge, encumbrance or claim. Upon termination
of the Series 2010A Lease as provided above, the Corporation, the Trustee and any Permitted Transferee may enter into a mortgage or other encumbrance of its leasehold estate in the Series
2010A Facility Sites, provided, however, that the City’s title to the Series 2010A Facility Sites shall not be Page 274 of 565
9 subject to or encumbered by any such mortgage or other encumbrance, including without limitation any mechanic’s or materialman’s liens. Section 10. Condemnation. In the event that
any person, public or private, shall by virtue of eminent domain or condemnation proceedings, or by purchase in lieu thereof, at any time during the Ground Lease Term acquire title to
the Series 2010A Facility Sites: (a) So long as the Series 2010A Lease is in effect, the Net Proceeds resulting therefrom shall be applied pursuant to the Master Lease. (b) After the
end of the Lease Term of the Series 2010A Lease, (i) if such person acquires title to such a substantial portion of the Series 2010A Facility Sites that the Corporation determines that
it cannot economically make use of the residue thereof for the lawful purposes intended or permitted by this Series 2010A Ground Lease, such acquisition of title or payment of such claim
shall terminate the Ground Lease Term, effective as of the date on which the condemning party takes possession thereof or on the date of payment of such claim, as applicable, and the
Net Proceeds resulting therefrom shall be paid to the City and the Corporation, as their respective interests may appear; and (ii) if such person acquires title to a portion of the Series
2010A Facility Sites such that the Corporation determines that it can economically make beneficial use of the residue thereof for the purposes intended by this Series 2010A Ground Lease,
then this Series 2010A Ground Lease shall continue in full force and effect and the Net Proceeds resulting therefrom shall be paid to the City and the Corporation, as their respective
interests appear. (c) Any taking of any portion of the Series 2010A Facility Sites shall be deemed substantial hereunder. (d) It is understood that the foregoing provisions of this Section
10 shall not in any way restrict the right of the City or the Corporation to appeal the award made by any court or other public agency in any condemnation proceeding. Section 11. Estoppel
Certificates. The City, at any time and from time to time, upon not less than thirty (30) days prior written notice from the Corporation, will execute, acknowledge and deliver to the
Corporation, or to whomsoever it may direct, a certificate of the City certifying that this Series 2010A Ground Lease is unmodified (or, if there have been any modifications, identifying
the same), that this Series 2010A Ground Lease is in full force and effect and that there is no default hereunder (or, if so, specifying the default). It is intended that any such certificate
may be relied upon by any Person. Section 12. Amendments. Other than amendments in connection with the acquisition of the Series 2010A Facility Sites, no amendment may be made to this
Series 2010A Ground Lease without the prior written consent of the Trustee and each Credit Facility Issuer securing a Series of Certificates representing an undivided proportionate interest
in a portion of the Basic Lease Payments payable under the Series 2010A Lease. In the event that there is no Credit Facility Issuer, except as otherwise provided herein, the consent
of the Holders of at least a majority in principal amount of the Certificates Outstanding who are affected by such amendment shall be required. Notwithstanding the foregoing, this Series
2010A Ground Lease may be amended without the prior written consent of the Trustee and the Credit Facility Issuer, if any, or the consent of the Holders of Certificates if the purpose
for such amendment does not require consent pursuant to Section 9.4 of the Series 2010A Lease. Copies of all amendments hereto shall be provided to each Rating Agency, whether effected
pursuant to Section 702 or Section 703 of the Trust Agreement. Page 275 of 565
10 Section 13. Binding Effect. This Series 2010A Ground Lease shall inure to the benefit of and shall be binding upon the Corporation and the City and their respective successors and
assigns, provided, however, that the Trustee is entitled to the benefits of the provisions hereof. Section 14. No Merger of Leasehold Estate. There shall be no merger of this Series
2010A Ground Lease or of the leasehold estate hereby created with the fee estate in the Series 2010A Facility Sites by reason of the fact that, through the exercise of remedies hereunder
or otherwise, the same person may acquire or hold, directly or indirectly, this Series 2010A Ground Lease or leasehold estate hereby created or any interest herein or therein, and the
fee estate in the Series 2010A Facility Sites or any interest in such fee estate. There shall be no merger of this Series 2010A Ground Lease with the Series 2010A Lease by reason of
the fact that the City is the owner of the fee title to the Series 2010A Facility Sites and the leasehold estate in the Series 2010A Facilities created under the Series 2010A Lease or
by reason of the fact that the Corporation is the owner of the leasehold estate in the Series 2010A Facility Sites created hereby and is the owner of the fee title in the Series 2010A
Facilities as provided in the Series 2010A Lease. Section 15. Notices. All notices, certificates, requests or other communications hereunder shall be in writing and shall be sufficiently
given and shall be deemed given when delivered or mailed by certified mail, postage prepaid to the following addresses, or to such other address or addresses as shall be designated by
the parties in writing: Corporation: Miami Gardens Leasing Corporation c/o City of Miami Gardens, Florida 1515 NW 167th Street Building 5, Suite 200 Miami Gardens, Florida 33169 Attention:
President City: City of Miami Gardens, Florida 1515 NW 167th Street Building 5, Suite 200 Miami Gardens, Florida 33169 Attention: City Manager Trustee: Wells Fargo Bank, N.A. 301 East
Pine Street, Suite 1150 Orlando, Florida 32801 Attention: Corporate Trust Department Section 16. Severability. In the event any provision of this Series 2010A Ground Lease shall be held
invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision hereof. Section 17. Applicable Law. This
Series 2010A Ground Lease shall be governed by and construed in accordance with the laws of the State of Florida. Section 18. Execution in Counterparts. This Series 2010A Ground Lease
may be executed in several counterparts, each of which shall be an original and all of which constitute but one and the same instrument. Page 276 of 565
11 Section 19. Memorandum of Ground Lease. Simultaneously with the execution of this Series 2010A Ground Lease, the City and the Corporation shall each execute, acknowledge and deliver
a Memorandum of Ground Lease with respect to this Series 2010A Ground Lease. Said Memorandum of Ground Lease shall not in any circumstances be deemed to change or otherwise to affect
any of the obligations or provisions of this Series 2010A Ground Lease. Upon the modification of this Series 2010A Ground Lease as provided in Section 2 hereof, the Memorandum of Ground
Lease shall be appropriately amended. Section 20. No Personal Liability. No covenant or agreement contained in this Series 2010A Ground Lease shall be deemed to be the covenant or agreement
of any official of the City or the Corporation or any officer, employee or agent of the City or the Corporation, or of any successor thereto, in an individual capacity, and neither the
members of the City or the Corporation executing this Series 2010A Ground Lease nor any officer, employee, agent of the City or the Corporation shall be personally liable or accountable
by reason of the execution or delivery hereof. Section 21. Third Party Beneficiary. Each Credit Facility Issuer securing the Certificates shall be deemed to be a third party beneficiary
of this Series 2010A Ground Lease. Section 22. Radon Gas. Pursuant to Section 404.056, Florida Statutes, the following notification is hereby given: “RADON GAS: Radon is a naturally
occurring radioactive gas that, when it has accumulated in a building in sufficient quantities, may present health risks to persons who are exposed to it over time. Levels of radon that
exceed federal and state guidelines have been found in buildings in Florida. Additional information regarding radon and radon testing may be obtained from your county health department.”
[Remainder of Page Intentionally Left Blank] Page 277 of 565
12 IN WITNESS WHEREOF, the Corporation has caused this Series 2010A Ground Lease to be executed in its corporate name and its corporate seal to be hereunto affixed and attested by its
duly authorized officers and the City has caused this Series 2010A Ground Lease to be executed in its name and its seal to be hereunto affixed by its duly authorized officials, all as
of the date first above written. [SEAL] Attest: By: Ronetta Taylor, MMC City Clerk CITY OF MIAMI GARDENS, FLORIDA By: Shirley Gibson Mayor [SEAL] Attest: By: Ronetta Taylor, MMC Secretary
MIAMI GARDENS LEASING CORPORATION By: Shirley Gibson President Page 278 of 565
13 STATE OF FLORIDA ) ) SS: COUNTY OF MIAMI-DADE ) The undersigned, a Notary Public in and for the said County in the State aforesaid, do hereby certify that Shirley Gibson and Ronetta
Taylor, MMC, personally known to me to be the same persons whose names are, respectively, as Mayor and City Clerk, respectively, of the CITY OF MIAMI GARDENS, FLORIDA, subscribed to
the foregoing instrument, appeared before me this day in person and severally acknowledged that they, being thereunto duly authorized, signed, sealed with the seal of said City, and
delivered the said instrument as the free and voluntary act of said City and as their own free and voluntary act, for the uses and purposes therein set forth. GIVEN under my hand and
notarial seal this ____ day of November, 2010. NOTARY PUBLIC, STATE OF FLORIDA NOTARY PUBLIC SEAL OF OFFICE: (Name of Notary Public, Print, Stamp or Type as Commissioned.) Personally
known to me, or Produced identification ______________________________ (Type of Identification Produced) Page 279 of 565
14 STATE OF FLORIDA ) ) SS: COUNTY OF MIAMI-DADE ) The undersigned, a Notary Public in and for the said County in the State aforesaid, do hereby certify that Shirley Gibson and Ronetta
Taylor, MMC, personally known to me to be the same persons whose names are, respectively, as President and Secretary of MIAMI GARDENS LEASING CORPORATION, a Florida not-for-profit corporation,
subscribed to the foregoing instrument, appeared before me this day in person and severally acknowledged that they, being thereunto duly authorized, signed, sealed with the seal of said
corporation, and delivered the said instrument as the free and voluntary act of said corporation and as their own free and voluntary act, for the uses and purposes therein set forth.
GIVEN under my hand and notarial seal this ____ day of November, 2010. NOTARY PUBLIC, STATE OF FLORIDA NOTARY PUBLIC SEAL OF OFFICE: (Name of Notary Public, Print, Stamp or Type as Commissioned.)
Personally known to me, or Produced identification ______________________________ (Type of Identification Produced) Page 280 of 565
A-1 EXHIBIT
A SERIES 2010A FACILITY SITES A. Description of Real Estate Tract "A", of CITIZENS NATIONAL TRACT, according to the Plat thereof, as recorded in Plat Book 84, at Page(s) 8, of the Public
Records of Miami-Dade County, Florida. B. Permitted Encumbrances 1. Restrictions (deleting therefrom any restrictions indicating any preference, limitation or discrimination based on
race, color, religion, sex, handicap, familial status or national origin), covenants, easement(s), setback(s), if any, as may be shown on the Plat recorded in Plat Book 2, Page(s) 96,
of the Public Records of Miami-Dade County, Florida. 2. Restrictions (deleting therefrom any restrictions indicating any preference, limitation or discrimination based on race, color,
religion, sex, handicap, familial status or national origin), covenants, easement(s), setback(s), if any, as may be shown on the Plat recorded in Plat Book 66, Page(s) 110, of the Public
Records of Miami-Dade County, Florida. 3. Restrictions (deleting therefrom any restrictions indicating any preference, limitation or discrimination based on race, color, religion, sex,
handicap, familial status or national origin), covenants, easement(s), setback(s), if any, as may be shown on the Plat recorded in Plat Book 84, Page(s) 8, of the Public Records of Miami-Dade
County, Florida. 4. Covenants, conditions and restrictions (but omitting any covenants or restrictions, if any, based upon race, color, religion, sex, sexual orientation, familial status,
marital status, disability, handicap, national origin, ancestry, or source of income , as set forth in applicable state or federal laws, except to the extent that said covenant or restriction
is permitted by applicable law) as set forth in the document recorded on June 16, 1958, in 58R-92738, of the Public Records of Miami-Dade County, Florida. 5. Easement(s) for the purpose(s)
as may be shown below and rights incidental thereto as set forth in a document for the purpose of water and sewer service, recorded on April 18, 1978, in O.R. Book 10007, Page 1809,
of the Public Records of Miami-Dade County, Florida. 6. Any rights or interests as indicated by that certain instrument Unity of Title, recorded on February 20, 1963, in Clerk's File
No. 63R-29933, of the Public Records of Miami-Dade County, Florida. 7. Any rights or interests as indicated by that certain instrument Agreement, recorded on January 16, 1964 recorded
Clerk's File No. 64R-9544, of the Public Records of Miami-Dade County, Florida. 8. Notice of Violations recorded August 18, 2003 in Official Records Book 21546, Page 2173, of the Public
Records of Miami-Dade County, Florida. 9. [Matters shown by that certain survey prepared by Caulfield & Wheeler, Inc. Survey No. 2822-1, revised January 8, 2008.] MIA 181,270,466v5122872.010100
Page 281 of 565
EXHIBIT D FORM OF MASTER TRUST AGREEMENT Page 282 of 565
MASTER TRUST AGREEMENT by and between MIAMI GARDENS LEASING CORPORATION and WELLS FARGO BANK, N.A., as Trustee Dated as of [November 1, 2010] Page 283 of 565
TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND RULES OF CONSTRUCTION ............................................................2 101. Definitions .................................................
.................................................................................2 102. Rules of Construction..........................................................................................
......................13 103. Exhibits.....................................................................................................................................13 ARTICLE
II ASSIGNMENT; DECLARATION OF TRUST; REPRESENTATIONS............................14 201. Assignment Agreements..........................................................................................
..................14 202. Declaration of Trust by Trustee.................................................................................................14 203. Representations .....................
....................................................................................................14 204. Description and Estimated Costs of the Facilities .........................................
............................14 205. Conditions Precedent Satisfied..................................................................................................14 ARTICLE III CERTIFICATES;
TERMS AND PROVISIONS ................................................................14 301. Authorization of Certificates. ...........................................................................
.........................14 302. Execution and Delivery of Certificates .....................................................................................15 303. Terms of Series of
Certificates ..................................................................................................15 304. Conditions Precedent to Delivery of a Series of Certificates ...................
.................................16 305. Payments from Trust Estate Only; Distribution of Trust Estate................................................17 306. Execution................................
..................................................................................................18 307. Negotiability, Transfer and Registration. ...................................................
...............................18 308. Regulations With Respect to Exchanges and Transfers ............................................................19 309. Certificates, Mutilated,
Destroyed, Stolen or Lost ....................................................................19 310. Temporary Certificates...........................................................................
...................................19 311. Privilege of Prepayment and Prepayment Price ........................................................................19 312. Prepayment ....................
...........................................................................................................19 313. Selection of Certificates to be Prepaid ............................................
..........................................19 314. Notice of Prepayment ................................................................................................................20
315. Payment of Prepaid Certificates ................................................................................................20 316. Cancellation of Certificates .............................
..........................................................................21 317. Book Entry ..........................................................................................................
.....................21 ARTICLE IV ESTABLISHMENT AND ADMINISTRATION OF FUNDS AND ACCOUNTS; PREPAYMENT OF CERTIFICATES..................................................................................
........22 401. Establishment of Project Fund...................................................................................................22 402. Acquisition Account............................
......................................................................................22 403. Capitalized Interest Accounts............................................................................
........................24 404. Lease Payment Accounts...........................................................................................................24 405. Reserve Accounts.
.....................................................................................................................24 406. Prepayment Accounts.......................................................
.........................................................26 407. Deposits of Money. ...................................................................................................................
27 408. Investment of Certain Accounts. ...............................................................................................27 409. Valuation and Sale of Investments ......................
......................................................................28 ARTICLE V COVENANTS, DEFAULT AND LIMITATIONS OF LIABILITY ...................................29 501. Trustee
to Perform each Lease ..................................................................................................29 502. Notice of Nonpayment ..................................................
............................................................29 503. Events of Default..................................................................................................................
.....29 504. Remedies on Default or Non-Appropriation .............................................................................29 505. Account and Reports. .......................................
.........................................................................30 506. Liability to Certificate Holders for Payment .........................................................................
....31 507. Possession and Enjoyment ........................................................................................................31 508. Warranties .......................................
.........................................................................................31 Page 284 of 565
(ii) ARTICLE VI CONCERNING THE TRUSTEE........................................................................................31 601. Employment of Trustee ...........................................
..................................................................31 602. Trustee Acceptance of Duties.................................................................................................
...32 603. Evidence on Which Trustee May Act........................................................................................33 604. Compensation to Trustee....................................
.......................................................................35 605. Resignation of Trustee..................................................................................................
.............35 606. Removal of Trustee ...................................................................................................................35 607. Appointment of Successor
Trustee............................................................................................35 608. Transfer of Rights in Property to Successor Trustee.........................................
........................36 609. Merger or Consolidation............................................................................................................36 610. Addition of
Authorized Signature .............................................................................................36 611. Indemnification to Trustee ..................................................
......................................................37 612. Obligation to Act on Defaults....................................................................................................37
613. Intervention by Trustee..............................................................................................................37 614. Third Party Beneficiaries............................
...............................................................................37 ARTICLE VII AMENDMENTS...............................................................................................
.................37 701. Mailing .....................................................................................................................................37 702. Power of
Amendment................................................................................................................37 703. Consent of Certificate Holders .......................................
...........................................................38 704. Modifications by Unanimous Consent ......................................................................................39
705. Exclusion of Certificates ...........................................................................................................39 706. Notation on Certificates.............................
................................................................................39 707. Credit Facility Issuers Deemed Certificate Holders ............................................................
......40 ARTICLE VIII MISCELLANEOUS..........................................................................................................40 801. Defeasance........................................
........................................................................................40 802. Evidence of Signatures of Certificate Holders and Ownership of Certificates. ........................42
803. Moneys Held for Particular Certificates....................................................................................43 804. Preservation and Inspection of Documents ......................
.........................................................43 805. Parties Interest Herein ..............................................................................................................
.43 806. Severability...............................................................................................................................43 807. Recording and Filing ......................
...........................................................................................43 808. Notices.............................................................................................
.........................................43 809. Applicable Law .........................................................................................................................45
810. Binding on Successors...............................................................................................................45 811. Captions..............................................
......................................................................................45 812. Legal Holidays ..........................................................................................
................................45 813. Execution in Counterparts .........................................................................................................46 EXHIBIT
A: FORM OF CERTIFICATE OF PARTICIPATION EXHIBIT B: FORM OF REQUISITION (COSTS OF FACILITIES) EXHIBIT C: FORM OF REQUISITION (COSTS OF ISSUANCE) Page 285 of 565
1 MASTER TRUST AGREEMENT THIS MASTER TRUST AGREEMENT is dated as of [November 1, 2010] (as amended or supplemented from time to time, this “Master Trust Agreement” and as the same may
be amended or supplemented from time to time in connection with a Series of Certificates, the “Trust Agreement”), and is between WELLS FARGO BANK, N.A., a national banking association
with its designated corporate trust office in Orlando, Florida (the “Trustee”), and MIAMI GARDENS LEASING CORPORATION, a not-for-profit corporation duly organized and existing under
the laws of the State of Florida, as lessor under the within mentioned Master Lease (the “Corporation”); W I T N E S S E T H: WHEREAS, the City of Miami Gardens, Florida (the “City”)
desires to lease-purchase certain real property, buildings and improvements and the equipment, fixtures and furnishings to be built, installed or established therein for municipal purposes
(“Facilities”) by entering into a Master Lease Purchase Agreement dated as of [November 1, 2010] (as as the same may be amended or supplemented from time to time, the “Master Lease”),
between the Corporation, as lessor, and the City, as lessee; and WHEREAS, pursuant to Section 2.1 of the Master Lease, the City may from time to time, by execution of a Schedule to the
Master Lease (each hereinafter referred to as a “Schedule”), direct the Corporation to acquire and lease-purchase to the City the Facilities described in such Schedule to the Master
Lease; and WHEREAS, Facilities may be added to the Master Lease by execution of Schedules thereto from time to time; and WHEREAS, the Master Lease and the terms and conditions thereof
with respect to the particular Facilities described on a Schedule are sometimes referred to herein as a “Lease” and the Schedule describing such Facilities is sometimes referred to as
“Schedule ____”; and WHEREAS, certain of the Facilities are or will be located on certain real property located within the City (each such location, or all locations on a single Schedule,
together with all buildings, structures and improvements erected or situated thereon, any easements or other rights or privileges in adjoining property inuring to the fee simple owner
of such land by reason of ownership of such land, and all fixtures, additions, alterations or replacements thereto, on or used in connection with or attached or made to such land, a
“Facility Site”) to be leased by the City to the Corporation pursuant to a ground lease; and WHEREAS, the relationship between the Corporation and City under the Master Lease is to be
a continuing one and Facilities may be added to or deleted from the Master Lease from time to time in accordance with the terms thereof and of the Schedule describing such Facilities;
and WHEREAS, pursuant to Section 7.1 of the Master Lease, the Corporation, with the consent of the City, has the right to assign all of its right, title and interest in and to a particular
Lease (except for its right to indemnification under Section 5.7 of the Master Lease, its right to hold title to the the Facilities under Section 6.1 of the Master Lease and its right
to receive notices under the Master Lease) to the Trustee including the rights to receive Basic Lease Payments (as hereinafter defined) due under such Lease; and WHEREAS, the Corporation
has requested the Trustee to issue from time to time separate series of Certificates of Participation substantially in the form of Exhibit A hereto (the “Certificates”) to third parties
to whom such Certificates are sold and for whose benefit and for the benefit of any corresponding Credit Facility Issuer (as hereinafter defined) an Assignment Agreement (as hereinafter
defined) will be executed and delivered to the Trustee, each such Certificate of a particular Series (as hereinafter defined) Page 286 of 565
2 evidencing an undivided proportionate interest of the registered owner thereof in the Basic Lease Payments to be made under one or more Leases created by one or more particular Schedules
and certain rights of the Corporation under such Lease or Leases; and WHEREAS, upon receipt by the Trustee from the Corporation of the corresponding Assignment Agreement and satisfaction
of the conditions set forth in Section 304 hereof, the Trustee shall issue a Series of Certificates that shall correspond to the Lease or Leases created by a particular Schedule or Schedules;
and WHEREAS, the Trustee has agreed to hold the proceeds corresponding to such Series of Certificates and to disburse such proceeds in accordance herewith and with the Master Lease,
and to receive Basic Lease Payments due under the Lease or Leases created by a particular Schedule or Schedules and apply and disburse same in accordance herewith; and WHEREAS, by this
Trust Agreement, the Corporation agrees to direct the City to forward the Basic Lease Payments due under the Lease created by a particular Schedule to the Trustee from and after the
execution of the corresponding Assignment Agreement by the Corporation; NOW, THEREFORE, in consideration of the mutual agreements and covenants herein contained and for other valuable
consideration, the parties hereto agree as follows: ARTICLE I DEFINITIONS AND RULES OF CONSTRUCTION 101. Definitions. The terms set forth in this section shall have the meanings ascribed
to them for all purposes of a Trust Agreement unless the context clearly indicates some other meaning, or unless otherwise provided in a Supplemental Trust Agreement. Terms used herein
and not otherwise defined shall have the meaning given to them in the Master Lease. “Acquisition Account” shall mean any Acquisition Account established pursuant to Section 401 hereof
and in any Supplemental Trust Agreement. “Act” shall mean, collectively, the Constitution of the State of Florida, Chapter 166, Florida Statutes, as amended, the Charter of the City,
and other applicable provisions of law. “Additional Lease Payment” shall mean any amount payable by the City under the terms of the Master Lease, other than a Basic Lease Payment or
a Supplemental Payment, as set forth in a Schedule to the Master Lease and so designated. “Assignment Agreement” shall mean any assignment agreement pursuant to which the Corporation
shall have assigned to the Trustee substantially all of its right, title and interest in and to a Ground Lease and the Lease or Leases created by one or more particular Schedules, including
its right to receive Lease Payments under such Lease or Leases. “Authorized City Representative” shall mean any of the Mayor, Vice Mayor or City Manager of the City, or any other officer
or employee of the City designated by the City and authorized to act on behalf of the City by a written certificate delivered to the Trustee signed on behalf of the City by the Mayor
or Vice Mayor or City Manager containing the specimen signature of the officer or employee of the City so designated to act on the City’s behalf. “Authorized Corporation Representative”
shall mean any of the President, Vice President, Secretary or Treasurer of the Corporation, or any other officer or employee of the Corporation who is designated by the Corporation and
authorized to act on behalf of the Corporation by a written certificate Page 287 of 565
3 delivered to the Trustee signed on behalf of the Corporation by the President or Vice President of the Corporation containing the specimen signature of the officer or employee of the
Corporation so designated to act on the Corporation’s behalf. “Authorized Denomination” shall mean $5,000 or any integral multiple of $5,000, unless otherwise provided in a Supplemental
Trust Agreement. “Basic Lease Payment” shall mean, with respect to each Lease or each Facility financed or refinanced under such Lease, as of each Lease Payment Date, the amount set
forth on the appropriate Schedule of the Master Lease corresponding to such Lease Payment Date and designated as a Basic Lease Payment in such Schedule. “Build America Bonds” shall mean
Build America Bonds (Direct Payment) authorized under Section 54AA of the Code, as further described in IRS Notice 2009-26 published in Internal Revenue Bulletin 2009-16 dated April
20, 2009. “Business Day” shall mean a day other than a Saturday, Sunday or day on which banks in the State of New York or the State of Florida are authorized or required to be closed,
or a day on which the New York Stock Exchange is closed. “Capitalized Interest Account” shall mean any Capitalized Interest Account established pursuant to Section 401 hereof and in
any Supplemental Trust Agreement. “Certificate” or “Certificates” shall mean the certificates of participation, executed and delivered from time to time by the Trustee pursuant to this
Master Trust Agreement and any Supplemental Trust Agreement. Each Series of Certificates issued under this Master Trust Agreement and any Supplemental Trust Agreement shall bear a Series
designation to identify such Series of Certificates to a particular Schedule to the Master Lease. “Certificate holder” or “Holder of Certificates” shall mean the registered owner of
any Certificate or Certificates. “Certificate of Acceptance” shall mean the certificate of the City substantially in the form of Exhibit B to the Master Lease. “City” shall mean the
City of Miami Gardens, Gardens, Florida. “Code” means the Internal Revenue Code of 1986, as amended, and the applicable regulations thereunder and under the Internal Revenue Code of
1954. “Contractor” shall mean the person, firm, corporation or joint venture authorized to do business in Florida with whom a contract has been made directly with the City for the performance
of the work with respect to any Facilities in accordance with City policy. “Corporation” shall mean Miami Gardens Leasing Corporation, a Florida not-for-profit corporation, its successors
and assigns. “Cost” shall mean costs and expenses related to the acquisition, construction and installation of any Facilities including, but not limited to, (i) costs and expenses of
the acquisition of the title to or other interest in real property, including leasehold interests, easements, rights-of-way and licenses, including, without limitation, lease payments
to be made by the Corporation under the terms of a Ground Lease until the expected acceptance of the Facilities related thereto as described herein, (ii) cost and expenses incurred for
labor and materials and payments to contractors, builders, materialmen and vendors for the Page 288 of 565
4 acquisition, construction and installation of the Facilities, (iii) the cost of surety bonds and insurance of all kinds, including premiums and other charges in connection with obtaining
title insurance, that may be advisable or necessary prior to completion of any of the Facilities, which is not paid by a contractor or otherwise provided for, (iv) the costs and expenses
for design, test borings, surveys, estimates, plans and specifications and preliminary investigations therefor, and for supervising construction and installation of Facilities, (v) costs
and expenses required for the acquisition and installation of equipment or machinery that comprise part of the Facilities, (vi) all costs which the City shall be required to pay for
or in connection with additions to, and expansions of Facilities, (vii) all costs which the City shall be required to pay to provide improvements, including offsite improvements, necessary
for the use and occupancy of Facilities, including road, walkways, water, sewer, electric, fire alarms and other utilities, (viii) any sums required to reimburse the City for advances
made by it for any of the above items or for other costs incurred and for work done by it in connection with Facilities, (ix) deposits into any Reserve Account established pursuant to
Section 401 of this Master Trust Agreement and in a Supplemental Trust Agreement and any recurring amounts payable to a provider of a Reserve Account Letter of Credit/Insurance Policy,
(x) fees, expenses and liabilities of the City, if any, incurred in connection with the acquisition, construction and installation of Facilities (xi) Costs of Issuance and (xii) interest
during construction and for a reasonable period of time up to six (6) months thereafter. “Costs of Issuance” shall mean the items of expense incurred in connection with the authorization,
sale and delivery of a Series of Certificates, which items of expense shall include, but not be limited to, document printing and reproduction costs, filing and recording fees, costs
of credit ratings, initial fees and charges of the Trustee and any Credit Facility Issuer or any provider of a Reserve Account Letter of Credit/Insurance Policy, legal fees and charges,
professional consultants’ fees, fees and charges for execution, delivery, transportation and safekeeping of Certificates, premiums, costs and expenses of refunding Certificates and other
costs, charges and fees, including those of the Corporation, in connection with the foregoing. “Costs of Issuance Subaccount” shall mean a Costs of Issuance Subaccount within an Acquisition
Account established under Section 401 hereof and in any Supplemental Trust Agreement in connection with the issuance of a Series of Certificates. “Credit Facility” shall mean, with respect
to a Series of Certificates, the letter of credit, insurance policy, guaranty, surety bond or other irrevocable security device, if any, supporting the obligations of the City to make
Basic Lease Payments relating to such Certificates. “Credit Facility Issuer” shall mean, with respect to a Series of Certificates, the issuer of the Credit Facility, if any, for such
Series of Certificates. “Defeasance Securities” shall mean cash or Government Obligations. “Event of Extraordinary Prepayment” shall mean one or more of the events so designated in Section
7.2 of the Master Lease. “Excess Earnings” shall mean, with respect to each Series of Certificates, the amount by which the earnings on the Gross Proceeds of such Certificates exceeds
the amount which would have been earned thereon if such Gross Proceeds were invested at a yield equal to the yield on the interest portion of the Basic Lease Payments represented by
such Certificates, as such yield is determined in accordance with the Code and amounts earned on the investment of earnings on the Gross Proceeds of such Certificates. Page 289 of 565
5 “Facility” or “Facilities” shall mean the real property, buildings and improvements, and the equipment, fixtures and furnishings built or to be built, installed or established therein,
from the proceeds of a Series of Certificates, all as set forth on a Schedule or Schedules from time to time. “Facility Site” shall mean the real property (together with all buildings,
structures and improvements erected or situated thereon, any easements or other rights or privileges in adjoining property inuring to the fee simple owner of or the holder of a Permitted
Leasehold Interest in such land by reason of ownership of or Permitted Leasehold Interest in such land, and all fixtures, additions, alterations or replacements located on, or used in
connection with, or attached or made to, such land) either (i) owned in fee simple or held as a Permitted Leasehold Interest by the City at the time of the issuance of a Series of Certificates
to finance or refinance Facilities relating thereto or (ii) to be acquired by the City City subsequent thereto but not paid for out of the proceeds of such Series of Certificates, upon
which a Facility is to be located within the City and more particularly described in a Ground Lease. “Favorable Opinion” means a written opinion of Special Counsel addressed to the City
and the Trustee to the effect that the action proposed to be taken will not adversely affect, as applicable, (i) with respect to Tax-Exempt Certificates, the excludability from gross
income for federal income tax purposes of the interest portion of Basic Lease Payments represented by any Certificate (subject to the inclusion of any exception provided under the Code),
(ii) the availability to the City of any federal subsidy or credit based on the issuance of any Certificate including, without limitation, Federal Subsidy Payments with respect to Certificates
issued as Build America Bonds, or (iii) the availability of federal tax credits to owners of any Certificate issued as a qualified tax credit bond (as defined in Section 54A of the Code).
“Federal Subsidy Payments” shall mean, with respect to a Lease, the amounts payable by the United States Department of the Treasury pursuant to Section 6431 of the Code on each date
on which the interest portion of Basic Lease Payments represented by a Series of Certificates issued as Build America Bonds is payable as set forth in the Schedule corresponding to such
Lease, in an amount equal to thirtyfive percent (35%) of the interest portion of Basic Lease Payments so payable under such Schedule with respect to Certificates issued as Build America
Bonds. “Fiscal Year” shall mean the twelve month fiscal period of the City which under current law commences on October 1 in every year and ends on September 30 of the succeeding year.
“Fitch” means Fitch Ratings. “Government Obligations” shall mean any obligations which as to principal and interest, constitute non-callable direct obligations of, or non-callable obligations
fully and unconditionally guaranteed by the full faith and credit of, the United States of America, including bonds or other evidences of indebtedness issued or guaranteed by any agency
or corporation which has been or may hereafter be created pursuant to an Act of Congress as an agency or instrumentality of the United States of America, to the extent unconditionally
guaranteed by the full faith and credit of the United States of America. “Gross Proceeds” shall mean, with respect to each Series of Certificates, unless inconsistent with the provisions
of the Code, in which case as provided in the Code, (i) amounts received by or on behalf of the Corporation from the sale of such Certificates; (ii) amounts received as a result of investments
of amounts described in (i); (iii) amounts treated as transferred proceeds of such Certificates in accordance with the Code; (iv) amounts treated as proceeds under the provisions of
the Code relating to invested sinking funds; (v) securities or obligations pledged, if any, as security for payment of Basic Lease Payments under the Master Lease; (vi) amounts received
with respect to obligations acquired with Gross Proceeds; (vii) amounts used to pay the principal and interest portions of Basic Lease Payments represented by such Certificates; (viii)
amounts in any Reserve Account established pursuant to Section Page 290 of 565
6 401 of this Master Trust Agreement and a Supplemental Trust Agreement; and (ix) amounts received as a result of the investment of Gross Proceeds not described in (i) above. “Ground
Lease” shall mean one or more ground leases between the City and the Corporation, as amended and supplemented from time to time, pursuant to which the City shall ground lease one or
more Facility Sites to the Corporation. “Investment Agreement” shall mean an agreement for the investment of moneys entered into by the Trustee at the written direction of the City with
a Qualified Financial Institution whether such agreement is in the form of an interest-bearing time deposit, repurchase agreement or any similar arrangement and any note delivered by
a Qualified Financial Institution pursuant to such agreement, which agreement shall have been approved by the Credit Facility Issuer insuring the Series of Certificates relating to the
moneys invested or if there is no Credit Facility Issuer, which such agreement includes the following restrictions: (a) the invested funds are available for withdrawal without penalty
or premium, at any time that (i) the Trustee is required to pay moneys from the Fund(s) established under this Master Trust Agreement to which the agreement is applicable, or (ii) any
Rating Agency indicates that it will lower or actually lowers, suspends or withdraws the rating on the Bonds on account of the rating of the Qualified Financial Institution providing,
guaranteeing or insuring, as applicable, the agreement; (b) the agreement, and if applicable the guarantee or insurance, is an unconditional and general obligation of the provider and,
if applicable, the guarantor or insurer of the agreement, and ranks pari passu with all other unsecured unsubordinated obligations of the provider, and if applicable, the guarantor or
insurer of the agreement; (c) the Trustee receives an Opinion of Counsel, which may be subject to customary qualifications, that such agreement is legal, valid, binding and enforceable
upon the provider in in accordance with its terms and, if applicable, an Opinion of Counsel that any guaranty or insurance policy provided by a guarantor or insurer is legal, valid,
binding and enforceable upon the guarantor or insurer in accordance with its terms; and (d) the agreement provides that if during its term the rating of the Qualified Financial Institution
providing, guaranteeing or insuring, as applicable, the agreement, is withdrawn, suspended by any Rating Agency or falls below “A-” by S&P or “A3” by Moody’s, the provider must, within
10 days, either: (i) collateralize the agreement (if the agreement is not already collateralized) with Investment Securities described in paragraph (a) or (b) by depositing collateral
with the Trustee or a third party custodian, such collateralization to be effected in a manner and in an amount sufficient to maintain the then current rating of the related Series of
Certificates, or, if the agreement is already collateralized, increase the collateral with Investment Securities described in paragraph (a) or (b) by depositing collateral with the Trustee
or a third party custodian, so as to maintain the then current rating of the Bonds, (ii) at the request of the Trustee or the Credit Facility Issuer insuring the Series of Certificates
relating to the moneys invested, if any, repay the principal of and accrued but unpaid interest on the investment, in either case with no penalty or premium unless required by law or
(iii) transfer the agreement, guarantee or insurance, as applicable, to a replacement provider, guarantor or insurer, as applicable, then meeting the requirements of a Qualified Financial
Institution; the agreement may provide that the downgraded provider may elect which of the remedies to the downgrade (other than the remedy set out in (ii)) to perform. “Investment Securities”
except as otherwise provided in a Supplemental Trust Agreement, shall mean any of the following securities, if and to the extent the same are at the time legal under State law and City
policy for investment of the City’s funds: Page 291 of 565
7 (a) Cash (insured at all times by the Federal Deposit Insurance Corporation or otherwise collateralized with obligations described in paragraph (b) below); (b) Direct obligations of
(including obligations issued or held in book entry form on the books of) the Department of the Treasury of the United States of America; (c) Obligations fully and unconditionally guaranteed
as to timely payment of principal and interest by the United States of America; (d) Obligations fully and unconditionally guaranteed as to timely payment of principal and interest by
any agency or instrumentality of the United States of America when such obligations are backed by the full faith and credit of the United States of America; (e) Any of the following
listed obligations of government-sponsored agencies which are not backed by the full faith and credit of the United States of America: (1) Federal Home Loan Mortgage Corporation (“FHLMC”)
senior debt obligations and Participation certificates (excluded are stripped mortgage securities which are purchased at prices exceeding their principal amounts); (2) Farm Credit System
(formerly Federal Land Banks, Federal Intermediate Credit Banks and Banks for Cooperatives) consolidated system-wide bonds and notes; (3) Federal Home Loan Banks consolidated debt obligations;
and (4) Federal National Mortgage Association (“FNMA”) senior debt obligations and mortgage-backed securities (excluded are stripped mortgage securities which are purchased at prices
exceeding their principal amounts) (f) Federal Housing Administration debentures (g) U.S. dollar denominated deposit accounts, federal funds and banker’s acceptances with domestic commercial
banks (including the Trustee and any of its affiliates) which have a rating on their short-term certificates of deposit on the date of purchase of “A-1” or “A-1+” by S&P and “P-1” by
Moody’s and maturing no more than 360 days after the date of purchase. (Ratings on holding companies are not considered as the rating of the bank.) (h) Commercial paper which is rated
at the time of purchase rated “A-1+” by S&P and “Prime-1” by Moody’s and which matures not more than 270 days after the date of purchase. (i) Investments in a money market fund rated
“AAAm” or “AAAm-G” or better by S&P and, if rated by Moody’s, rated “Aa2” or better, including those of the Trustee. (j) Pre-refunded Municipal Obligations defined as follows: Any bonds
or other obligations of any state of the United States of America or of any agency, instrumentality or local governmental unit of any such state which are not callable at the option
of the obligor prior to maturity or as to which irrevocable instructions have been given by the obligor to call on the date specified in the notice; and (1) which are rated, based on
an irrevocable escrow account or fund (the “escrow”), in the highest rating category of S&P and Moody’s; or Page 292 of 565
8 (2) (x) which are fully secured as to principal and interest and redemption premium, if any, by an escrow consisting only of cash or obligations described in paragraph (b) above, which
escrow may be applied only to the payment of such principal of and interest and redemption premium, if any, on such bonds or other obligations on the maturity date or dates thereof or
the specified redemption date of dates pursuant to such irrevocable instructions, as appropriate, and (y) which escrow is sufficient, as verified by a nationally recognized independent
certified public accountant, to pay principal of and interest and redemption premium, if any, on the bonds or other obligations described in this paragraph on the maturity date or dates
specified in the irrevocable instructions referred to above, as appropriate; Pre-refunded Municipal Obligations meeting the requirements of this subsection (2) hereof may not be used
as Investment Securities without prior written approval of the Rating Agency. (k) An Investment Agreement; (l) Repurchase agreements between the City or Trustee and (A) any domestic
bank, or domestic branch of a foreign bank, the long term debt of which is rated at least “A-” by S&P and “A3” Moody’s; or (B) any broker-dealer with “retail customers” or a related
affiliate thereof which broker-dealer has, or the parent company (which guarantees the provider) of which has, long-term debt rated at least “A-” by S&P and “A3” by Moody’s, which broker-dealer
falls under the jurisdiction of the Securities Investors Protection Corporation; or (C) any other entity rated at least “A-” by S&P and “A3” Moody’s and acceptable to the Credit Facility
Issuer insuring the Series of Certificates relating to the moneys invested (each an “Eligible Provider”); provided that: (1) permitted collateral shall include (A) obligations described
in paragraph (a) above, (B) obligations described in paragraph (b) above and (C) senior debt obligations of Government National Mortgage Association (“GNMA”), FNMA or FHLMC (no collateralized
mortgage obligations shall be permitted for these providers), and collateral levels must be at least 103% of the total principal when the collateral type is obligations described in
the immediately preceding clauses (A) or (B) and 104% of the total principal when the collateral type is obligations described in the immediately preceding clause (C) (“Eligible Collateral”);
(2) the trustee or a third party acting solely as agent therefor (the “Custodian”) has possession of the collateral or the collateral has been transferred to the Custodian in accordance
with applicable state and federal laws (other than by means of entries on the transferor’s books) and such collateral shall be marked to market; (3) the repurchase agreement shall state
and an opinion of counsel shall be rendered at the time such collateral is delivered that the Custodian has a perfected first priority security interest in the collateral, any substituted
collateral and all proceeds thereof; (4) the repurchase agreement shall provide that if during its term the provider’s rating by either Moody’s or S&P is withdrawn or suspended or falls
below “A-” by S&P or “A3” by Moody’s, as appropriate, the provider must notify the issuer, the trustee and the Credit Facility Issuer insuring the Series of Certificates relating to
the moneys invested within five (5) days of receipt of such notice. Within ten (10) days of receipt of such notice, the provider shall either: (I) provide a written guarantee acceptable
o the City, the Trustee and the Credit Facility Issuer insuring the Series of Certificates relating to the moneys invested, (II) post Eligible Collateral, or (III) assign the agreement
to an Eligible Provider. If the provider does not perform a remedy within ten (10) Page 293 of 565
9 business days, the provider shall, at the direction of the Trustee (who shall give such direction if so directed by the Credit Facility Issuer insuring the Series of Certificates relating
to the moneys invested) repurchase all collateral and terminate the repurchase agreement, with no penalty or premium to the Trustee; (5) the collateral shall be marked to market on a
daily basis and the provider or Custodian shall send monthly reports to the Trustee and the City setting forth the type of collateral, the collateral percentage required for that collateral
type, the market value of the collateral on the valuation date and the name of the Custodian holding the collateral; and (6) the repurchase agreement (or guaranty, if applicable) may
not be assigned or amended without the prior written consent of the City. (m) Any other investment agreed to in writing by the Credit Facility Issuer insuring the Series of Certificates
relating to the moneys invested or if there is no Credit Facility Issuer, such investment is within the guidelines of the Rating Agency for similar obligations with the then-current
rating on the related Certificates, in both cases with advance notice to the Rating Agency. “Lease” shall mean each separate Schedule to the Master Lease executed and delivered by the
City and the Corporation, together with the terms and provisions of the Master Lease. “Lease Payment Account” shall mean any Lease Payment Account established pursuant to Section 401
hereof and in any Supplemental Trust Agreement. “Lease Payment Date” shall mean, with respect to a Lease, each date set forth on the corresponding Schedule designated as a Lease Payment
Date for such Lease. “Lease Payments” shall mean, with respect to each Lease, all amounts payable by the City pursuant to the terms of a Lease including Basic Lease Payments, Additional
Lease Payments and Supplemental Payments. “Lease Term” shall mean, with respect to each Lease, the period from the date of a Lease through the end of the then current Fiscal Year plus
each annual or lesser renewal period thereafter during which such Lease is maintained in effect in accordance therewith, with the maximum number of renewals being specified in the Schedule
corresponding to such Lease. “Liquidity Facility” means a line of credit, letter of credit, standby purchase agreement or similar liquidity facility issued by a commercial bank or other
financial institution which is rated by both S&P and Moody’s and is of sufficient strength to cause the short-term ratings for a Series of Certificates issued as variable rate obligations
to be at least “A-1+” by S&P or “VMIG-1” by Moody’s, delivered to or entered into and accepted by the Trustee. “Master Lease” shall mean the Master Lease Purchase Agreement dated as
of [November 1, 2010], between the Corporation and the City and any and all modifications, alterations, amendments and supplements thereto. “Mayor” shall mean the Mayor of the City.
“Moody’s” shall mean Moody’s Investors Service Inc., and its successors and assigns. Page 294 of 565
10 “Net Proceeds” shall mean, with respect to one or more Facilities financed or refinanced under a Lease, proceeds from any insurance, condemnation, performance bond, Federal or State
flood disaster assistance or any other financial guaranty (other than a Credit Facility Issuer) paid with respect to such Facilities remaining after payment therefrom of all expenses,
including attorneys’ fees, incurred in the collection thereof; and, with respect to insurance, to the extent that the City elects to self-insure under Section 5.3 of the Master Lease,
any moneys payable from any appropriation or self-insurance reserve made by the City in connection with such self-insurance. “Notice by Mail” shall mean a written notice meeting the
requirements of a Trust Agreement mailed by first-class mail to the Certificate holders, at the addresses shown on the register maintained by the Trustee. “Opinion of Counsel” shall
mean an opinion signed by an attorney or firm of attorneys of recognized standing and who are qualified to pass on the legality of the particular matter (who may be counsel to the City
or Special Counsel) selected by the City. “Outstanding” when used with reference to the Certificates, shall mean, as of any date, Certificates theretofore or thereupon being authenticated
and delivered under a Trust Agreement except: (i) Certificates cancelled by, or duly surrendered for cancellation to, the Trustee at or prior to such date; (ii) Certificates (or portions
of Certificates) for the payment or prepayment of which moneys, equal to the principal portion or Prepayment Price thereof, as the case may be, with interest to the date of maturity
or Prepayment Date, shall be held in trust under a Trust Agreement and set aside for such payment or prepayment, (whether at or prior to the maturity or Prepayment Date), provided that
if such Certificates (or portions of Certificates) are to be prepaid, notice of such prepayment shall have been given as provided in Article III of this Master Trust Agreement; (iii)
Certificates in lieu of or in substitution for which other Certificates shall have been executed and delivered pursuant to Article III hereof; and (iv) Certificates deemed to have been
paid as provided in subsection (b) of Section 801 hereof. “Payment Date” shall mean a date on which the principal portion or the interest portion of Basic Lease Payments is scheduled
to be paid to Certificate holders pursuant to the terms of such Certificates. “Prepayment Account” shall mean any Prepayment Account established pursuant to Section 401 hereof and in
any Supplemental Trust Agreement. “Prepayment Date” shall mean the date on which optional prepayment or extraordinary prepayment or mandatory sinking fund prepayment of Basic Lease Payments
represented by a Series of Certificates Outstanding shall be made pursuant to Section 312 hereof or pursuant to any Supplemental Trust Agreement. “Prepayment Price” shall mean, with
respect to any Certificate, the principal amount thereof (together with the premium, if any, applicable upon an optional prepayment) payable upon prepayment thereof pursuant to such
Certificate and the related Trust Agreement, together with accrued interest represented by such Certificate to the Prepayment Date. Page 295 of 565
11 “Project” shall mean the lease-purchase financing and construction or refinancing of the Facilities set forth on a particular Schedule and, if all or a portion of such Facilities
shall be comprised of real property, the ground leasing of the related Facility Site by the City to the Corporation and the subleasing of such Facility Site back to the City. “Project
Fund” shall mean the trust fund designated as the “Project Fund” created and established in Section 401 hereof. “Purchase Option Price” shall mean, with respect to any Facility financed
or refinanced under a Lease, as of each Lease Payment Date, the Basic Lease Payment then due plus the amount so designated and set forth on the Schedule for such Facility as the remaining
principal portion of the Purchase Option Price minus any credits pursuant to the provisions of Section 3.2 of the Master Lease, plus, an amount equal to the interest to accrue with respect
to the Certificates to be prepaid as a result of the release of such Facility from the Lease, Lease, from such Lease Payment Date to the next available date for prepaying such Certificates,
unless such prepayment shall occur on such Lease Payment Date, plus an amount equal to a pro-rata portion of any Additional Lease Payments and Supplemental Payments then due and owing
under the Lease relating to such Facility, including any prepayment premiums payable on the Certificates prepaid. “Qualified Financial Institution” shall mean a bank, trust company,
national banking association or a corporation subject to registration with the Board of Governors of the Federal Reserve System under the Bank Holding Company Act of 1956 or the Federal
National Mortgage Association or any insurance company or other corporation (i) whose unsecured obligations or uncollateralized long term debt obligations have been assigned a rating
by a Rating Agency which is not lower than “A” by S&P and “A” by Moody’s, or which has issued a letter of credit, contract, agreement or surety bond in support of debt obligations which
have been so rated; or (ii) which collateralizes its obligations at all times at levels in compliance with the requirements of the Rating Agencies for ratings not lower than “A” by S&P
and “A” by Moody’s. “Rating Agency” shall mean S&P, Moody’s, Fitch, and any other nationally recognized rating service which, at the request of the City, shall have provided a rating
on any Outstanding Certificates. “Reimbursement Agreement” shall mean, with respect to each Lease, any reimbursement agreement among the Corporation, the City and any Credit Facility
Issuer. “Reserve Account” shall mean any Reserve Account established pursuant to Section 401 of this Master Trust Agreement and in any Supplemental Trust Agreement. “Reserve Account
Letter of Credit/Insurance Policy” shall mean the irrevocable letter or line of credit, insurance policy, surety bond or guarantee agreement issued by a Qualified Financial Institution
in favor of the Trustee which is to be deposited into a Reserve Account in order to fulfill the Reserve Account Requirement relating thereto. “Reserve Account Requirement” shall mean,
in regard to a Reserve Account to secure a Series of Certificates, such amounts, if any, as shall be provided in the Supplemental Trust Agreement authorizing the issuance of such Series
and in the Schedule relating thereto, provided that with respect to Tax-Exempt Certificates, such Reserve Account Requirement shall not exceed the least of (i) the maximum annual amount
of Basic Lease Payments represented by Certificates of the Series secured by such Reserve Account in the current or any subsequent Fiscal Year, (ii) 125% of the average annual amount
of Basic Lease Payments represented by Certificates of the Series secured by such Reserve Account in the current or any subsequent Fiscal Years, and (iii) 10% of the stated principal
amount (or Page 296 of 565
12 issue price net of accrued interest if the issue has more than a de minimis amount of original issue discount or premium) of such Series of Certificates. “S&P” shall mean Standard
& Poor’s Rating Services, a division of the McGraw Hill Companies, Inc., and its successors and assigns. “Schedule” shall mean a schedule to the Master Lease to be executed and delivered
by the City and the Corporation for each Project, substantially in the form of Exhibit A to the Master Lease. “Series” or “Series of Certificates” shall mean the aggregate amount of
each series of Certificates evidencing an undivided proportionate interest of the owners thereof in a particular Lease and the Basic Lease Payments thereunder, issued pursuant to a Trust
Agreement. “Special Counsel” shall mean Greenberg, Traurig, P.A., Miami, Florida, or any other attorney at law or firm of attorneys of nationally recognized standing and experience in
matters pertaining to municipal securities, and specifically the tax aspects of obligations issued by states and political subdivisions. “State” shall mean the State of Florida. “Supplemental
Payments” shall mean all amounts due under a Lease other than Basic Lease Payments and Additional Lease Payments. “Supplemental Trust Agreement” shall mean any agreement supplemental
or amendatory of this Master Trust Agreement. “Tax-Exempt Certificates” means Certificates representing an undivided proportionate interest in Basic Lease Payments on which the interest
portion is intended on the date of issuance thereof to be excludable from gross income of the holders thereof for federal income tax purposes. “Taxable Certificates” means Certificates
representing an undivided proportionate interest in Basic Lease Payments on which the interest portion is intended on the date of issuance thereof to be included in gross income of the
holders thereof for federal income tax purposes. “Trust Agreement” shall mean this Master Trust Agreement dated as of [November 1, 2010], as amended or supplemented from time to time
(this “Master Trust Agreement”), and as the same may be amended or supplemented from time to time in connection with a Series of Certificates entered into by and between the Corporation
and the Trustee. “Trust Estate” shall mean all estate, right, title and interest of the Trustee in and to (a) the Basic Lease Payments, the Master Lease, the Leases and each Assignment
Agreement, and (b) (i) all amounts from time to time deposited in the funds and accounts created pursuant to a Trust Agreement in accordance with the provisions of the Master Lease,
the Leases and such Trust Agreement, including investment earnings thereon; and (ii) any and all monies received by the Trustee pursuant to the provisions hereof and not required to
be remitted to the City pursuant to the Master Lease or such Trust Agreement; provided that the Trust Estate shall not include
Federal Subsidy Payments collected by the Trustee for the City unless the Supplemental Trust Agreement relating to a Series of Certificates issued as Build America Bonds Bonds specifically
provides otherwise. “Trustee” shall mean Wells Fargo Bank, N.A., Orlando, Florida, and its successors or assigns which may at any time be substituted in its place pursuant to the provisions
hereof. Page 297 of 565
13 102. Rules of Construction. Unless the context shall otherwise indicate, words importing the singular number shall include the plural number and vice versa, and words importing persons
shall include firms, associations and corporations, including public bodies as well as natural persons. The terms “hereby”, “hereof”, “hereto”, “herein”, “hereunder” and any similar
terms, as used in this Master Trust Agreement, refer to this Master Trust Agreement. 103. Exhibits. The following Exhibits are attached hereto and by this reference made a part of this
Master Trust Agreement: EXHIBIT A: FORM OF CERTIFICATE OF PARTICIPATION EXHIBIT B: FORM OF REQUISITION (COSTS OF FACILITIES) EXHIBIT C: FORM OF REQUISITION (COSTS OF ISSUANCE) Page 298
of 565
14 ARTICLE II ASSIGNMENT; DECLARATION OF TRUST; REPRESENTATIONS 201. Assignment Agreements. The Corporation shall assign and transfer to the Trustee its rights under each Ground Lease
and each Lease pursuant to and to the extent described in the corresponding Assignment Agreement, and in consideration of such assignment and the execution of a Trust Agreement, the
Trustee shall execute and deliver each Series of Certificates, evidencing an undivided proportionate interest of the Certificate holders in Basic Lease Payments under the corresponding
Lease. 202. Declaration of Trust by Trustee. The Trustee hereby declares that it holds and will hold the Trust Estate conferred on it by the Corporation hereunder upon the trusts and
apply the amounts as hereinafter set forth for the use and benefit of the Certificate holders, as more particularly set forth in Section 305 hereof. 203. Representations. In the Master
Lease, the City has agreed to acquire, construct and install the Facilities as agent for the Corporation pursuant to specifications prepared by the City and that the City will be responsible
for the letting of contracts for the acquisition, construction and installation of the Facilities and supervising the acquisition, construction and installation of the Facilities. 204.
Description and Estimated Costs of the Facilities. The description of the Facilities to be acquired, constructed and installed and leased by the City from the Corporation pursuant to
the Master Lease and each Schedule and the estimated Costs of such Facilities shall be set forth in the related Schedule to the Master Lease. 205. Conditions Precedent Satisfied. Each
party hereto, represents with respect to itself that all acts, conditions and things required by law to exist, happen and be performed precedent to and in connection with the execution
and delivery of this Master Trust Agreement have happened and have been performed in regular and due time, form and manner as required by law, and the parties hereto each represents
as to itself that it is now duly empowered to execute and deliver this Master Trust Agreement. ARTICLE III CERTIFICATES; TERMS AND PROVISIONS 301. Authorization of Certificates. (a)
The number of Series of Certificates which may be created under this Master Trust Agreement is not limited. The aggregate principal amount of Certificates of each Series which may be
issued, authenticated and delivered under a Trust Agreement is not limited except as set forth in the Supplemental Trust Agreement creating such Series. (b) The Certificates issuable
under a Trust Agreement shall be issued in such Series and subseries as may from time to time be created in connection with one or more Leases. Each Series shall be designated “Certificates
of Participation, Series _____, Evidencing Undivided Proportionate Interests of the Owners thereof in Basic Lease Payments to be Made by the City of Miami Gardens, Florida, as Lessee,
Pursuant to a Master Lease Purchase Agreement with Miami Gardens Leasing Corporation, as Lessor”. The Certificates may, if and when authorized by a Trust Agreement, be designated with
such further appropriate particular designations added to or incorporated in such title for the Certificates of any particular Series and subseries as the Board may determine and as
may be necessary to distinguish such Certificates from the Certificates of any other Series or from any other subseries of such Series. Page 299 of 565
15 302. Execution and Delivery of Certificates. Each Series of Certificates shall be authorized by the Corporation at the written request of the City and executed and delivered by the
Trustee for the purpose of (a) financing or refinancing the cost of acquisition, construction and equipping of any Facilities, (b) financing or refinancing the cost of completing the
acquisition, construction, installation and equipping of any Facilities, (c) financing or refinancing the cost of increasing, improving, modifying, expanding or replacing any Facilities,
(d) paying or providing for the payment of the principal portion and interest portion of the Basic Lease Payments with respect to, or the Purchase Option Price of, all or a portion of
the Facilities financed or refinanced from the proceeds of any Series of Certificates theretofore executed and delivered, (e) funding a Reserve Account in an amount equal to the Reserve
Account Requirement applicable thereto, (f) capitalizing the interest portion of Basic Lease Payments during construction and (g) paying the Costs of Issuance applicable thereto. Each
Series of Certificates shall be substantially in the form set forth in Exhibit A hereto, with such appropriate variations, omissions and insertions as necessary to conform to the provisions
of the related Trust Agreement, including any use of a book-entry-only system as described in Section 317 hereof. All Certificates may have endorsed thereon such legends or text as may
be necessary or appropriate to conform to any applicable rule and regulations of any governmental authority or of any securities exchange on which the Certificates may be listed or any
usage or requirement of law with respect thereto. 303. Terms of Series of Certificates. Certificates may be executed and delivered at any time and from time to time in one or more Series
and subseries, upon such terms and conditions as may then be permitted by law and as shall be determined by the Corporation and provided in the respective Supplemental Trust Agreement
under which such Series of Certificates are authorized. Certificates of any Series: (a) shall be dated, shall represent interest at a rate not in excess of the maximum rate then permitted
by applicable law, and shall be payable and mature in such amounts and at such time or times, as may be provided in the Supplemental Trust Agreement creating such Series of Certificates;
(b) shall be payable, as to the principal portion, Prepayment Price, if any, and interest portion of such Series of Certificates, at such place or places in lawful money of the United
States of America and may have such registration privileges and such exchange privileges as may be provided in the Supplemental Trust Agreement creating such Series of Certificates and
allowable under then existing law; (c) shall have such particular designations added to their title, and shall be in such form and denominations, as provided in the Supplemental Trust
Agreement creating such Series of Certificates; (d) shall be limited as to the maximum principal amount thereof which may be delivered by the Trustee or which may be at any time Outstanding,
as provided in the Supplemental Trust Agreement creating such Series of Certificates; (e) may contain provisions for the prepayment thereof at such Prepayment Price or Prices, at such
time or times, upon such notice, in such manner, and upon such other terms and conditions, not inconsistent with the provisions hereof and the terms of the Master Lease, as may be provided
in the Supplemental Trust Agreement creating such Series of Certificates; (f) may have provisions requiring mandatory payments for the purchase and sinking fund prepayment of such Series
of Certificates, in such amounts, at such time or times, upon such notice, Page 300 of 565
16 in such manner, and upon such other terms and conditions, not inconsistent with the provisions hereof and the terms of the Master Lease as shall be set forth in such Supplemental
Trust Agreement; (g) may contain such other provisions and such other special terms and conditions, not contrary to the provisions hereof, as may be provided in such Supplemental Trust
Agreement; (h) shall be payable from and secured by the Trust Estate, but solely to the extent provided in and subject to the limitations of Section 305 hereof. 304. Conditions Precedent
to Delivery of a Series of Certificates. The Trustee shall execute and deliver one or more Series of Certificates for the purposes set forth in Section 302 hereof to the purchaser or
purchasers thereof as requested and authorized by the Corporation in accordance with the provisions of this Section 304. Prior to the delivery by the Trustee of any Series of Certificates
there shall have been received by the Trustee: (a) A Supplemental Trust Agreement providing for the terms and conditions upon which they shall be executed and delivered by the Trustee;
(b) An executed counterpart of a corresponding Schedule or Schedules to the Master Lease (or amended Schedule or Schedules in the case of Certificates issued for the purposes as described
in Section 302(b) and (d) above) effective on or before the date of execution and delivery of such Series of Certificates, providing for (i) Lease Payments payable under such Schedule
or Schedules at least equal to the principal portion of, Prepayment Price, if any, and interest portion represented by such Series of Certificates, and (ii) the disposition of the proceeds
of the sale of such Series of Certificates, including the acquisition, construction, equipping or improvement of the Facilities to be financed from the proceeds of such Series of Certificates
or the payment or refunding of the Series of Certificates to be paid or refunded; (c) An executed counterpart of an Assignment Agreement, effective on or before the date of execution
execution and delivery of such Series of Certificates, assigning and transferring to the Trustee substantially all of the rights of the Corporation under the Lease relating to such Series
of Certificates, except for the provisions with respect to release and indemnity of the Corporation and the right of the Corporation to hold title to various Facilities and to receive
notices under the Master Lease; (d) One or more opinions of Special Counsel to the effect that (i) the Certificates evidence undivided proportionate interests of the owners thereof in
Basic Lease Payments to be made by the City pursuant to the corresponding Lease and (ii) with respect to Tax-Exempt Certificates, the interest portion of the Basic Lease Payments represented
by the Series of Certificates or subseries being issued is excludable from gross income for federal income tax purposes, and, in the case of refunding Certificates, that the excludability
from gross income for federal income tax purposes of the interest portion of the Basic Lease Payments represented by the Certificates being refunded will not be adversely affected by
the issuance of the refunding Certificates being issued; (e) A written order to the Trustee by an Authorized Corporation Representative to execute and deliver the Series of Certificates
to the purchaser or purchasers therein identified upon payment to the Trustee of a specified sum; (f) Certified copies of resolutions of the Corporation and the City authorizing the
issuance of such Series of Certificates; Page 301 of 565
17 (g) Such other documents and opinions as may be provided for in the Supplemental Trust Agreement referred to in subparagraph (a) hereof, including one or more Ground Leases (or amended
Ground Leases in the case of Certificates issued for the purposes described in Section 302(b) above), or as may be required under Section 6.1 of the Master Lease; (h) One or more Opinions
of Counsel in form and substance satisfactory to each Credit Facility Issuer to the effect that the issuance of such Series of Certificates for the purposes set forth in Section 302
is authorized by law, and the execution and delivery thereof and of the other documents described in this Section have been duly authorized by the City and the Corporation, all conditions
precedent to the delivery thereof have been fulfilled and to the further effect that the execution of the Supplemental Trust Agreement is authorized or permitted hereunder; (i) A certificate
signed by an Authorized Corporation Representative to the effect that the Master Lease is in effect and to its knowledge there are no defaults at the time of issuance under any Lease,
Ground Lease or this Master Trust Agreement; and (j) A certificate signed by an Authorized City Representative representing and covenanting that the City has an immediate need for the
Facilities comprising the Project to be financed under the Lease relating to such Series of Certificates, that the City does not expect such need to diminish during the Lease Term of
the Lease relating to such Series of Certificates and that the City expects to make immediate use of the Facilities comprising the Project to be financed under the Lease relating to
such Series of Certificates. The proceeds of such Series of Certificates shall be held and disbursed as provided in the Supplemental Trust Agreement providing for such Series of Certificates.
The Trustee shall execute and deliver such Series of Certificates to the purchaser or purchasers thereof as directed and authorized in writing by an Authorized Corporation Representative.
305. Payments from Trust Estate Only; Distribution of Trust Estate. (a) Unless otherwise set forth in a Supplemental Trust Agreement, each Certificate within a Series of Certificates
executed and delivered pursuant to this Section shall rank pari passu and be equally and ratably secured under this Master Trust Agreement with each other Certificate of such Series,
but not with any Certificates of any other Series issued pursuant to this Master Trust Agreement and Outstanding, without preference, priority or distinction of any such Certificate
over any other such Certificate, except that to the extent that Basic Lease Payments available for payment to all Certificate holders are less than all amounts owed with respect to all
Series of Certificates on any Payment Date, such amounts available shall be applied on a pro-rata basis to Certificate holders of all Series in accordance with the ratio that the principal
balance due on each Series of Certificates Outstanding on such Payment Date bears to the total principal balance due on all Certificates Outstanding under this Master Trust Agreement
on such Payment Date. (b) Except as otherwise expressly provided in the immediately preceding paragraph and elsewhere herein, all amounts payable by the Trustee with respect to a Series
of Certificates or to any Credit Facility Issuer who shall have issued a Credit Facility, if any, securing such Series pursuant to the related Trust Agreement shall be paid only from
the portion of the Trust Estate derived from Basic Lease Payments made pursuant to the Schedule or Schedules corresponding to such Series and only to the extent that the Trustee shall
have actually received sufficient income or proceeds from such portion of the Trust Estate to make such payments. Each Certificate holder agrees, and each such Credit Facility Issuer,
by its execution and delivery of the Credit Facility shall be deemed to have agreed, except as otherwise expressly provided herein, to look solely to the income of and the proceeds from
such portion of the Trust Estate to the extent available for distribution to such holder and each such Credit Facility Issuer as herein Page 302 of 565
18 provided and that the Trustee is not personally liable to any Certificate holder or any such Credit Facility Issuer for any amounts payable under a Trust Agreement or subject to any
liability under a Trust Agreement except liability under a Trust Agreement as a result of negligence or willful misconduct by the Trustee. (c) So long as the Master Lease or related
Ground Leases shall be in effect, all amounts of Lease Payments, insurance proceeds, indemnity payments and other payments of any kind constituting a part of the Trust Estate payable
under a Trust Agreement or the Lease corresponding to such Series to the Trustee shall be paid directly to the Trustee for distribution, in accordance with Articles III, V, VI and VII
of this Master Trust Agreement and a Supplemental Trust Agreement pursuant to which such Certificates are issued to or for the related Certificate holders or the related Credit Facility
Issuer, as the case may be. 306. Execution. The Certificates shall be executed in the name of, and by, by, the Trustee, solely as trustee under a Trust Agreement and not in its individual
capacity, by the manual signature of any authorized signatory of the Trustee. 307. Negotiability, Transfer and Registration. (a) The Trustee shall maintain, at its designated corporate
trust office, a register of the names and addresses of all Certificate holders as of any particular time, and the Trustee shall, upon request of the City, furnish such information to
the City. (b) Each Certificate shall be transferable only upon the register maintained by the Trustee, by the Certificate holder in person or by his/her attorney duly authorized in writing,
upon surrender thereof together with a written instrument of transfer satisfactory to the Trustee duly executed by the Certificate holder or his/her attorney duly authorized in writing.
Upon the registration of transfer of any such Certificate, the Trustee shall deliver in the name of the transferee a new Certificate or Certificates of the same series, aggregate principal
amount and maturity as the surrendered Certificate. (c) The person in whose name any Certificate shall be registered upon the books of the Trustee shall be treated as the absolute owner
of such Certificate, whether such Certificate shall be overdue or not, for the purpose of receiving payment of, or on account of, the principal portion or Prepayment Price, if applicable,
and interest portion represented by such Certificate and for all other purposes, and all such payments so made to any such Certificate holder or upon his/her order shall be valid and
effectual to satisfy and discharge the liability upon such Certificate to the extent of the sum or sums so paid, and the Trustee, the Corporation and the City shall not be affected by
any notice to the contrary. (d) Certificates, upon surrender thereof at the designated corporate trust office of the Trustee, together with an assignment duly executed by the Certificate
holder or his attorney or legal representative in such form as shall be satisfactory to the Trustee, may, at the option of the Certificate holder thereof and upon payment by such Certificate
holder of any charges which the Trustee may make as provided in Section 308 hereof, be exchanged for an equal aggregate principal amount of Certificates of the same maturity and series,
of any denomination or denominations authorized by the related Trust Agreement, representing interest at the same rate, and in the same form as the Certificates surrendered for exchange.
(e) Upon the occurrence and continuance of an Event of Default which requires a Credit Facility Issuer to make payments under a Credit Facility, the Credit Facility Issuer and its designated
agent shall be provided with access to inspect and copy the register of the Series of Certificate holders insured by its Credit Facility. Page 303 of 565
19 308. Regulations With Respect to Exchanges and Transfers. In all cases in which the privilege of exchanging Certificates or registering the transfer of Certificates is exercised,
the Trustee shall execute and deliver Certificates in accordance with the provisions of the related Trust Agreement. All Certificates surrendered in any such exchanges or registrations
of transfer shall forthwith be cancelled by the Trustee. For every such exchange or registration of transfer of Certificates, whether temporary or definitive, the Trustee may make a
charge sufficient to reimburse it for any tax, fee or other governmental charge required to be paid with respect to such exchange or registration of transfer. The Trustee shall not be
required (a) to register the transfer or exchange of Certificates for a period of fifteen (15) days preceding any Payment Date until such Payment Date, or for a period of fifteen (15)
days preceding any selection of Certificates to be prepaid until after the mailing of any notice of prepayment; or (b) to register the transfer or exchange of any Certificates called
for prepayment. 309. Certificates, Mutilated, Destroyed, Stolen or Lost. In case any Certificates shall become mutilated or be destroyed, stolen or lost, the Trustee shall execute and
deliver a new Certificate of the same series and of like maturity and principal amount as the Certificate so mutilated, destroyed, stolen or lost, in exchange and substitution for such
mutilated Certificate, or in lieu of and substitution for the Certificate destroyed, stolen or lost, upon surrender of such mutilated Certificate or filing with the Trustee of evidence
satisfactory to the Trustee that such Certificate has been destroyed, stolen or lost and proof of ownership thereof, and upon furnishing the Trustee with indemnity satisfactory to the
Trustee and complying with such other reasonable regulations as the Trustee may prescribe and paying such expenses as the Trustee may incur. All Certificates so surrendered to the Trustee
shall be cancelled by it. Any such new Certificates executed and delivered pursuant to this Section in substitution for Certificates alleged to be destroyed, stolen or lost shall be
equally secured by and entitled to equal and proportionate benefits, with all other Certificates delivered under a Trust Agreement and Outstanding. 310. Temporary Certificates. Until
the definitive Certificates are prepared, the Trustee may execute and deliver, in the same manner as is provided in Section 306, in lieu of definitive Certificates, one or more temporary
Certificates of the same series and substantially of the tenor of the definitive Certificates in lieu of which such temporary Certificate or Certificates are issued, in denominations
of $5,000 or any multiples thereof, and with such omissions, insertions and variations as may be appropriate for temporary Certificates. The Trustee, at the expense and at the written
direction of the City, shall prepare and execute and, upon the surrender of such temporary Certificates, and the cancellation of such surrendered temporary Certificates, the Trustee
shall without charge to the Holder thereof, in exchange therefor, deliver definitive Certificates of the same series, of the same aggregate principal amount and maturity as the temporary
Certificates surrendered. Until so exchanged, the temporary Certificates shall in all respects be entitled to the same benefits and security as definitive Certificates of the same series
executed and delivered pursuant to the related Trust Agreement. 311. Privilege of Prepayment and Prepayment Price. Certificates subject to prepayment prior to maturity pursuant to a
Trust Agreement may be prepaid, upon notice given as provided in this Article III, at such times, at such Prepayment Prices and upon such terms as specified in this Article III or in
the Supplemental Trust Agreement authorizing the issuance of such Certificate. 312. Prepayment. Whenever by the terms of a Trust Agreement the Certificates are required to be prepaid,
the Trustee shall select the Certificates Certificates to be prepaid in accordance with the provisions of Section 313 hereof. The Trustee shall select a Prepayment Date, and immediately
give the notice of prepayment and pay the Prepayment Price thereof, plus interest accrued and unpaid to the Prepayment Date, in accordance with the terms of this Article III. 313. Selection
of Certificates to be Prepaid. If less than all of the Certificates of a Series shall be called for prepayment, the particular Certificates or portions of Certificates to be prepaid
shall be in multiples of $5,000 and, except as otherwise provided in a Supplemental Trust Agreement, such Page 304 of 565
20 Certificates or portions of Certificates shall be prepaid in such order of maturity as shall be designated by the City. If less than all of the Certificates of like maturity shall
be called for prepayment, the particular Certificates or portions thereof to be prepaid shall be selected by lot by the Trustee in such manner as the Trustee shall deem fair and appropriate.
The portion of any Certificate of a denomination of more than $5,000 to be prepaid shall be in the principal amount of $5,000 or an integral multiple thereof, and, in selecting portions
of such Certificates for prepayment, the Trustee shall treat each such Certificate as representing that number of Certificates of $5,000 denomination which is obtained by dividing the
principal amount of such Certificate to be prepaid in part by $5,000. 314. Notice of Prepayment. When prepayment of Certificates is required pursuant to Section 312 hereof, the Trustee
shall give notice of the prepayment of such Certificates, which notice shall specify the maturities of the Certificates to be prepaid, the CUSIP numbers (which shall be for informational
purposes only and shall not affect the validity of such notice), the prepayment date and the place or places where amounts due upon such prepayment will be payable and, if less than
all of the Certificates of a Series are to be prepaid, the letters and numbers or other distinguishing marks of such Certificates to be prepaid, and, in the case of Certificates to be
prepaid in part only, such notice shall also specify the respective portions of the principal amounts thereof to be prepaid. Such notice shall further state that on such date there shall
become due and payable with respect to each Certificate to be prepaid the Prepayment Price thereof, or the Prepayment Price of the specified portions of the principal thereof to be prepaid
in part only, together with interest accrued to the Prepayment Date, and that from and after such date interest thereon shall cease to accrue and be payable. The Trustee shall mail a
copy copy of such notice, postage prepaid, not less than 30 days before the Prepayment Date in the case of optional prepayment, extraordinary prepayment resulting from damage, destruction
or condemnation of Facilities, extraordinary prepayment from amounts transferred from the Acquisition Account to the Prepayment Account in accordance with Section 402(e) hereof or mandatory
sinking fund prepayment, and not less than 5 days nor more than 10 days before the Prepayment Date in the case of extraordinary prepayment resulting from termination of all Leases as
a result of nonappropriation or default by the City, to the Holders of any Certificates or portions of Certificates which are to be prepaid, at their last addresses appearing upon the
registry books, but any defect in the notice to a particular Certificate holder shall not affect the validity of the proceedings for the prepayment of other Certificates. Notwithstanding
anything in Section 314 to the contrary, prior to notice of any optional prepayment of Certificates given to the Owners of affected Certificates, either (i) there shall be deposited
with the Trustee an amount sufficient to pay the principal portion of the Basic Lease Payments represented by Certificates subject to prepayment, plus accrued interest to the Prepayment
Date, plus any premium applicable to such prepayment, or (ii) such notice shall state that the prepayment is conditioned on the receipt of moneys for such prepayment by the Trustee on
or prior to the Prepayment Date. In the event that a conditional notice of prepayment is given and such moneys are not timely received, the prepayment for which such notice was given
shall not be undertaken. Amounts deposited pursuant to this paragraph shall be kept by the Trustee in a trust account separate and segregated from all other moneys deposited under the
Trust Agreement and shall be held uninvested unless invested at the direction of an Authorized Officer only in Government Obligations that mature on or before the Prepayment Date. Notice
of such prepayment shall be provided to any depository not less than two days prior to mailing of such notice, to the extent available. 315. Payment of Prepaid Certificates. Notice having
been given in the manner provided in Section 314, the Prepayment Price of the Certificates or portions thereof so called for prepayment shall become due and payable on the Prepayment
Date so designated at the Prepayment Price, plus the interest portion accrued and unpaid to the Prepayment Date, and, upon presentation and surrender thereof at the office specified
in such notice such Prepayment Price of the Certificates, or portions thereof shall be paid. If there shall be selected for prepayment less than all of the Certificates, the Trustee
shall execute and deliver, upon the surrender of such Certificates, without charge to the owner thereof, for the aggregate balance of the principal amount of the Outstanding Certificates
so surrendered, at the option of the owner thereof, Certificates of like maturity in any of the authorized denominations. If, on the Prepayment Date, Page 305 of 565
21 moneys for the payment of the Prepayment Price of all the Certificates of a Series or portions thereof of any like maturity to be prepaid, shall be held by the Trustee so as to be
available therefor on the Prepayment Date and if notice of prepayment shall have been given as aforesaid, then, from and after the Prepayment Date the interest portion of the Certificates
or portions thereof of such maturity so called for prepayment shall cease to accrue and become payable. If said moneys shall not be so available on the Prepayment Date, the principal
portion represented by such Certificates or portions thereof shall continue to bear interest until paid at the same rate as would have accrued had it not been called for prepayment.
316. Cancellation of Certificates. All Certificates paid or prepaid, either at or before maturity, shall be delivered to the Trustee when such payment or prepayment is made, and such
Certificates shall thereupon be promptly cancelled and destroyed by the Trustee in its customary manner. Upon the cancellation and destruction of any Certificates by the Trustee, the
Trustee shall execute a certificate of cancellation in duplicate by the signature of one of its authorized officers describing the Certificates so cancelled, and executed certificates
shall be filed with the City and the Corporation and the other executed certificate shall be retained by the Trustee. 317. Book Entry. Unless otherwise provided in a Supplemental Trust
Agreement, the Trustee shall be authorized to enter into agreements with The Depository Trust Company, New York, New York (“DTC”) and other depository trust companies, including, but
not limited to, agreements necessary for wire transfers of the interest and principal portions of Basic Lease Payments represented by Certificates, utilization of electronic book-entry
data received from DTC, and other depository trust companies in place of actual delivery of Certificates and provision of notices with respect to Certificates registered by DTC and other
depository trust companies (or any of their designees identified to the Trustee) by overnight delivery, courier service, facsimile or other electronic means of communication. So long
as there shall be maintained a book-entry-only system with respect to the Certificates, the following provisions shall apply: The Certificates shall initially be registered in the name
of Cede & Co. as nominee for DTC, which will act initially as securities depository for the Certificates and so long as the Certificates are held in book-entry-only form, Cede & Co.
shall be considered the registered owner for all purposes hereof. On original issue, the Certificates shall be deposited with DTC, which shall be responsible for maintaining a book-entry-only
system for recording the ownership interest of its participants (“DTC Participants”) and other institutions that clear through or maintain a custodial relationship with a DTC Participant,
either directly or indirectly (“Indirect Participants”). The DTC Participants and Indirect Participants will be responsible for maintaining records with respect to the beneficial ownership
interests of individual purchasers of the Certificates (“Beneficial Owners”). The principal and interest portions of Basic Lease Payments represented by Certificates shall be payable
directly to Cede & Co. in care of DTC. Disbursal of such amounts to DTC Participants shall be the responsibility of DTC. Payments by DTC Participants to Indirect Participants, and by
DTC Participants and Indirect Participants to Beneficial Owners shall be the responsibility of DTC Participants and Indirect Participants and not of DTC, the Trustee, the Corporation
or the City. The Certificates shall initially be issued in the form of one fully registered Certificate for each maturity (and for each interest rate within a maturity) of each Series
and shall be held in such form until maturity. Individuals may purchase beneficial interests in Authorized Denominations in book-entry-only form, without certificated Certificates, through
DTC Participants and Indirect Participants. DURING THE PERIOD FOR WHICH CEDE & CO. IS REGISTERED OWNER OF THE CERTIFICATES, ANY NOTICE TO BE PROVIDED TO ANY REGISTERED OWNER WILL BE
PROVIDED TO CEDE & CO. DTC SHALL BE RESPONSIBLE FOR NOTICES TO DTC Page 306 of 565
22 PARTICIPANTS AND DTC PARTICIPANTS SHALL BE RESPONSIBLE FOR NOTICES TO INDIRECT PARTICIPANTS, AND DTC PARTICIPANTS AND INDIRECT PARTICIPANTS SHALL BE RESPONSIBLE FOR NOTICES TO BENEFICIAL
OWNERS. The City shall enter into a Blanket Issuer Letter of Representations with DTC providing for such book-entry-only system. Such agreement may be terminated at any time by either
DTC or the City. In the event of such termination, the City shall select another securities depository. If the City does not replace DTC, the Trustee will register and deliver to the
Beneficial Owners replacement Certificates in the form of fully registered Certificates in accordance with the instructions from Cede & Co. ARTICLE IV ESTABLISHMENT AND ADMINISTRATION
OF FUNDS AND ACCOUNTS; PREPAYMENT OF CERTIFICATES 401. Establishment of Project Fund. There is hereby established with the Trustee a special trust fund to be designated as the “Project
Fund”. The Trustee shall keep the Project Fund separate and apart from all other funds and moneys held by it. Within the Project Fund, the Trustee shall establish pursuant to each Supplemental
Trust Agreement, as necessary, the following accounts and subaccounts for each Series of Certificates: (a) an Acquisition Account and a Cost of Issuance Subaccount therein, more particularly
described in Section 402 hereof; (b) a Capitalized Interest Account more particularly described in Section 403 hereof; (c) a Lease Payment Account, more particularly described in Section
404 hereof; (d) a Reserve Account, more particularly described in Section 405 hereof; and (e) a Prepayment Account, more particularly described in Section 406 hereof. The Trustee shall
establish separate Acquisition Accounts, Cost of Issuance Subaccounts, Capitalized Interest Accounts, Lease Payment Accounts, Reserve Accounts and Prepayment Accounts for each Project
in the Supplemental Trust Agreement authorizing the issuance of the Series of Certificates corresponding to each such Project. The Trustee may create additional Accounts and Subaccounts
in any Supplemental Trust Agreement at the request of the City. Each such account and subaccount shall be designated by the Trustee with the Series of the Certificates to which they
relate. On the date of delivery of each Series of Certificates the Trustee shall deposit the proceeds thereof as provided in the Schedule or Schedules and the Supplemental Trust Agreement
authorizing such Series of Certificates. 402. Acquisition Account. (a) There shall be paid into each Acquisition Account the amounts required to be so paid by the provisions hereof or
by the provisions of the Supplemental Trust Agreement authorizing the issuance of the Series of Certificates to which such Acquisition Account relates and the Schedule or Schedules related
thereto. (b) Pursuant to an election by the City under Section 5.4(a) of the Master Lease, Net Proceeds with respect to any Facilities, may be deposited into the Acquisition Account
established under the Supplemental Trust Agreement authorizing the issuance of the Series of Certificates to which such Acquisition Account relates. (c) The Cost (other than the Costs
of Issuance) of the Facilities comprising each Project shall be paid from the amounts on deposit in the related Acquisition Account. Actual amounts paid for particular Facilities may
be more or less than the estimated amounts set forth initially in a Schedule, so long as the certifications provided below can be made. The Trustee shall make such payments upon receipt
of a requisition substantially in the form of Exhibit B hereto, signed by an Authorized City Representative certifying with respect to each payment to be made: (1) the requisition Page
307 of 565
23 number, (2) the name and address of the person, firm, corporation or agency to whom payment is due or has been made, (3) the amount to be paid, (4) that each obligation, item of cost
or expense mentioned therein has been properly incurred, is an item of Cost of the Facilities comprising the related Project and has not been the basis of any previous withdrawal, and
(5) that the payment of the Cost of the Facilities comprising such Project will not cause the balance remaining in such Acquisition Account after such payment to be less than the amount
necessary to pay the remaining estimated Costs to be paid from such account or that sufficient other moneys are available therefor. The Trustee shall not be responsible for investigation
of underlying facts and may conclusively rely on the representations contained in such requisition. Payments may be made from such Acquisition Account in order to reimburse the City
for payments previously made to pay the Costs of the Facilities comprising such Project. Before payment is made pursuant to a requisition for real estate improvements, regardless of
whether the underlying land was previously owned by the City or is being acquired with Certificate proceeds, there shall be provided to the Trustee items (i) through (v) below with respect
to the land underlying such real estate improvements, and in the case of underlying land previously owned by the City, there shall be provided to the Trustee a related Ground Lease or
amendment to the related Ground Lease adding such parcel of land thereto. Payments shall be made by the Trustee for Costs of land in accordance with the following: (i) Receipt by the
Trustee and the related Credit Facility Issuer of a title insurance policy, only if required by such related Credit Facility Issuer pursuant to Section 6.1 of the Master Lease (the Trustee
shall be notified in writing of such requirement); (ii) Receipt by the Trustee and the related Credit Facility Issuer of an Opinion of Counsel described in Section 6.1 of the Master
Lease; (iii) An executed Schedule or Schedules or Amendment to the related Schedule or Schedules describing the land and the cost thereof; (iv) A “Phase I” environmental audit prepared
by an independent engineer or other qualified consultant acceptable to the applicable Credit Facility Issuer and the City; (v) A copy of a recent survey plat of the land in questions
prepared, sealed and certified to the City, the Corporation and the Trustee by a licensed Florida surveyor, in form satisfactory to the City. (d) Costs of Issuance of Certificates shall
be paid from the related Cost of Issuance Subaccount in the related Acquisition Account upon receipt by the Trustee of a requisition substantially in the form of Exhibit C hereto, signed
by an Authorized City Representative stating with respect to each payment to be made: (1) the requisition number, (2) the name and address of the person, firm, corporation or agency
to whom payment is due, (3) the amount to be paid and (4) that such payment obligation has been properly incurred, is a Cost of Issuance for the related Project and has not been the
basis of a previous withdrawal. (e) The completion of the acquisition, construction and installation of the Facilities comprising each Project financed under a particular Lease shall
be evidenced by a Certificate of Acceptance of the City and the Corporation in the form attached as Exhibit B to the Master Lease, which Certificate of Acceptance shall be filed with
the Trustee upon completion of acquisition of such Facilities. Upon the completion of acquisition and construction of the Facilities financed under a particular Lease and payment of
all Costs of such Facilities the amounts, if any, on deposit in the Acquisition Account for the related Series of Certificates at the option of the City, shall be (i) transferred to
the Lease Payment Account for such Series, to be applied to Basic Lease Payments next coming due under the Lease; (ii) Page 308 of 565
24 retained in the Acquisition Account for the Series of Certificates relating to such Facilities and applied to pay the Costs of other Facilities, in which case such other Facilities
shall become subject to the provisions of the related Lease as fully as though they were the originally leased Facilities or (iii) transferred to the Prepayment Account for such Series
to be applied to the prepayment of Certificates of the related Series; provided however, that if, upon delivery by the City of a Certificate of Acceptance indicating completion of the
acquisition, construction, installation and payment of all costs of the Facilities financed under a particular Lease (including the failure of the City to acquire any component of such
Facilities), there shall remain in the related Acquisition Account an amount greater than the amount of Basic Lease Payments coming due in the immediately following Fiscal Year under
such Lease, at the direction of the City, the portion of such balance which is greater than the amount of Basic Lease Payments coming due in the immediately following Fiscal Year (i)
shall be retained in the Acquisition Account for the Series of Certificates relating to such Facilities and applied to pay the Costs of other Facilities, in which case such other Facilities
shall become subject to the provisions of the related Lease as fully as though they were the originally leased Facilities or (ii) transferred to the Prepayment Account for such Series
to be applied to the prepayment of Certificates of the related Series or (iii) upon delivery to the Trustee of a Favorable Opinion, deposited in the Lease Payment Account for the Series
of Certificates relating to such Facilities to be credited against Basic Lease Payments next coming due. (f) In the event that a Lease Term terminates under Section 4.1 of the Master
Lease prior to the completion of the acquisition, construction and installation of the Facilities comprising the related Project as evidenced by the delivery of a Certificate of Acceptance,
the Trustee shall transfer all amounts remaining in the related Acquisition Account to the Prepayment Account for such Series to be applied in accordance with Section 504 hereof. 403.
Capitalized Interest Accounts. Funds in each Capitalized Interest Account relating to a Series of Certificates shall be transferred to the related Lease Payment Account in an amount
necessary to pay the interest portion of Lease Payments coming due during construction represented by such Series of Certificates. Such transfer shall be made on the Business Day before
each Payment Date for such Series, until the amounts in such Capitalized Interest Account are exhausted. 404. Lease Payment Accounts. (a) In addition to the moneys required to be deposited
in a Lease Payment Account pursuant to Sections 401, 402 and 408 hereof and except as provided in Section 406(b) hereof, all Basic Lease Payments for the Facilities financed under a
Lease shall be deposited by the Trustee in the related Lease Payment Account immediately upon their receipt. receipt. The Trustee shall pay out of such Lease Payment Account, (i) on
each Payment Date, the amount required for the interest portion of the Basic Lease Payment for such Facilities payable on such date to the related Certificate holders, (ii) on each Payment
Date for principal the amount required for the principal portion of the Basic Lease Payments for such Facilities payable on such date to the related Certificate holders, and (iii) in
the event of the termination of the related Lease Term pursuant to Section 4.1(d) of the Master Lease for deposit in the related Prepayment Account to be applied to the prepayment of
the related Certificates pursuant to Section 315 hereof amounts on deposit in the related Lease Payment Account sufficient to pay the Prepayment Price of the related Certificates. (b)
Pursuant to an election by the City under Section 5.4(b) of the Master Lease, Net Proceeds realized in the event of damage, destruction or condemnation to be applied to Basic Lease Payments
under the related Lease in accordance with Sections 3.2(c) and 5.4(b) of the Master Lease. 405. Reserve Accounts. Page 309 of 565
25 Pursuant to the Supplemental Trust Agreement authorizing the issuance of any Series of Certificates, there may be established and maintained a separate Reserve Account to secure the
payment of the principal and/or interest portion of the Basic Lease Payments related to such Series of Certificates. Each such Reserve Account shall secure only the Series of Certificates
for which it has been established. (a) The Reserve Account shall be maintained by the Trustee at the Reserve Account Requirement until the Basic Lease Payments related to a Series of
Certificates for which it was established are paid in full pursuant to the terms of the Master Lease and the related Schedule, or the City has prepaid all such Basic Lease Payments in
accordance with Section 7.2 or Section 7.3 of the Master Lease, or the related Trust Agreement is terminated. The Trustee shall apply moneys in a Reserve Account as provided in this
Section 405 or as provided in a Supplemental Trust Agreement. (b) If on any Lease Payment Date (after taking into account Basic Lease Payments made to the Trustee on such Lease Payment
Date) immediately preceding a Payment Date the amount in any Lease Payment Account shall be less than the amount required to pay the interest portion and principal portion of the Basic
Lease Payments then due in relation to a Series of Certificates for which it was established, the Trustee shall transfer from the Reserve Account established in relation to such Series
of Certificates to such Lease Payment Account the amount necessary to make good the deficiency. Any amounts transferred from a Reserve Account pursuant to this subsection (b) shall,
to the extent of such transfer, be deemed to satisfy the City’s obligation to make such Basic Lease Payment. In the event of any such transfer, the Trustee shall, within five (5) days
after making such transfer, provide written notice to the City of the amount and date of such transfer and the City shall, if the deficiency in any Lease Payment Account is not the result
of a failure of the City to appropriate moneys as contemplated by Section 3.5 of the Master Lease, pay within thirty (30) days of receipt of notice of such transfer from the Trustee,
as Supplemental Payments, an amount necessary to restore the balance in such Reserve Account to the appropriate Reserve Account Requirement applicable thereto. In the event of any deficiency
in the value of the Reserve Account pursuant to Section 409 hereof, the Trustee shall, within five (5) days of such valuation, provide written notice to the City of such deficiency and
the City shall pay within thirty (30) days of receipt of notice of such deficiency from the Trustee, as Supplemental Payments, an amount necessary to restore the balance in such Reserve
Account to the appropriate Reserve Account Requirement applicable thereto. (c) Whenever the amount in any Reserve Account, together with the amount in the related Lease Payment Account,
is sufficient to pay in full the interest portion and principal portion of the Basic Lease Payments represented by all Outstanding Certificates of a Series in accordance with their terms,
the funds on deposit in such Reserve Account shall be transferred to the related Lease Payment Account. Any provision of the related Trust Agreement to the contrary notwithstanding,
so long as there shall be held in any Lease Payment Account an amount sufficient to pay in full the interest portion and principal portion of all Basic Lease Payments represented by
all Outstanding Certificates of a Series in accordance with their terms, no deposits shall be required to be made into the Reserve Account established in relation to such Series. (d)
Any amounts on deposit in a Reserve Account in excess of the related Reserve Account Requirement applicable thereto shall be transferred to the Lease Payment Account relating to the
Series of Certificates secured by such Reserve Account. (e) Any income or interest earned by, or increment to any Reserve Account due to the investment thereof paid into the applicable
Lease Payment Account established for the particular Series of Certificates secured by such Reserve Account pursuant to Section 408(b) hereof shall be credited toward the interest portion
of Basic Lease Payments represented by such Series next coming due, and the Trustee shall (to the extent reasonably ascertainable) notify the City thirty (30) days before each Lease
Payment Date of the funds to be available for such transfer. Page 310 of 565
26 (f) Notwithstanding the foregoing, in lieu of the required deposits into the related Reserve Account, the Trustee is hereby authorized to accept and the Issuer may cause to be deposited
into the Reserve Account pursuant to Section 3.1 of the Master Lease, a Reserve Account Letter of Credit/Insurance Policy either in lieu of any cash amount required to be deposited therein
in connection with the issuance of any Series of Certificates or in substitution for the full amounts then on deposit therein or in an amount equal to the difference between the amount
required to be deposited and the sum, if any, then on deposit in the Reserve Account, which Reserve Account Letter of Credit/Insurance Policy shall be payable (upon the giving of notice
as required thereunder) on any Payment Date on which a deficiency exists which cannot be remedied by moneys in any other fund or account held pursuant to the related Trust Agreement
and available for such purpose. If any such Reserve Account Letter of Credit/Insurance Policy is substituted for moneys on deposit in the Reserve Account, or if on a valuation date there
are excess moneys in the Reserve Account, the excess moneys in the Reserve Account shall be transferred to and deposited in the related Lease Payment Account. If a disbursement is made
from a Reserve Account Letter of Credit/Insurance Policy, the City shall be obligated to either reinstate the maximum limits of such Reserve Account Letter of Credit/Insurance Policy
immediately following such disbursement or to deposit into the Reserve Account, as provided in Section 3.1 of the Master Lease for restoration of withdrawals from the Reserve Account,
funds in the amount of the disbursement made under such Reserve Account Letter of Credit/Insurance Policy. In the event that upon the occurrence of any deficiency in a Lease Payment
Account, the Reserve Account is then funded with a Reserve Account Letter of Credit/Insurance Policy, the Trustee shall, on a Payment Date to which such deficiency relates, draw upon
or cause to be paid under the Account Letter of Credit/Insurance Policy an amount sufficient to remedy such deficiency, in accordance with the terms and provisions of the Reserve Account
Letter of Credit/Insurance Policy as applicable, and any corresponding reimbursement or other agreement governing the Reserve Account Letter of Credit/Insurance Policy; provided, however,
that if at the time of such deficiency the Reserve Account is only partially funded with a Reserve Account Letter of Credit/Insurance Policy, prior to drawing on the Reserve Account
Letter of Credit/Insurance Policy, as applicable, the Trustee shall first apply any cash and securities on deposit in the Reserve Account to remedy the deficiency in accordance with
Section 405(b) and, if after such application a deficiency still exists, the Trustee shall make up the balance of the deficiency by drawing on the Reserve Account Letter of Credit/Insurance
Policy, as provided in this sentence. Amounts drawn on the Reserve Account Letter of Credit/Insurance Policy shall be applied as set forth in Section 405(b). Any amounts drawn under
a Reserve Account Letter of Credit/Insurance Policy shall be reimbursed to the provider thereof in accordance with the terms and provisions of the reimbursement or other agreement governing
such Reserve Account Letter of Credit/Insurance Policy. 406. Prepayment Accounts. (a) Except as may be otherwise provided in the Supplemental Trust Agreement authorizing the issuance
of a Series of Certificates, the Trustee shall apply moneys in each Prepayment Account as provided in this Section 406. Amounts in a Prepayment Account shall be applied within 35 days
after deposit therein, to the prepayment of Certificates of the related Series. (b) The Trustee shall deposit in each Prepayment Account as received, all moneys, if any, paid to it for
such purpose by the City pursuant to provisions of Section 7.2 of the Master Lease. In the event of the occurrence of an Event of Mandatory Prepayment pursuant to an election under Section
5.4(b) of the Master Lease, the Trustee shall deposit in the related Prepayment Account Net Proceeds for such purpose. Also, in the event of the occurrence of an Event of Mandatory Prepayment
at the election of a Credit Facility Issuer as a result of termination of all Leases for the reasons referred to in Section 4.1(b) or 4.1(c) of the Master Lease, the Trustee shall deposit
in the related Prepayment Account moneys Page 311 of 565
27 paid by the City and the related Credit Facility Issuer for such purpose, and shall transfer to the related Prepayment Account moneys on hand in the related Lease Payment Account
and not needed to pay the principal portion and interest portion due or past due represented by the related Series of Certificates, sufficient to pay the Prepayment Price of such Series
of Certificates pursuant to Section 404 hereof. All of said moneys shall be set aside in the corresponding Prepayment Account for the purpose of prepaying a principal amount of the related
Series of Certificates corresponding to the principal portion of Basic Lease Payments prepaid or to the principal portion of the Purchase Option Price of all or a portion of the related
Facilities, and shall be applied on or after the Prepayment Date to the payment of such principal amount of the related Series of Certificates, together with the accrued interest relating
thereto, upon presentation and surrender of such Certificates. 407. Deposits of Money. (a) All moneys deposited under the provisions of a Trust Agreement with the Trustee shall be held
in trust and applied only in accordance with the provisions of such Trust Agreement, and the Project Fund established by such Trust Agreement shall be a trust fund for the purposes thereof.
(b) All moneys held under a Trust Agreement by the Trustee shall be invested in accordance with Section 408 hereof, provided, however, that it shall not be necessary for the Trustee
to give or obtain security for the deposit of any moneys held in trust and set aside by it for the payment of the principal portion or Prepayment Price of or interest portion of the
Basic Lease Payments represented by any Certificates, or to give security for any moneys which shall be represented by Investment Securities purchased as an investment of such moneys.
(c) All moneys deposited with the Trustee shall be credited to the particular account to which such moneys belong. 408. Investment of Certain Accounts. (a) Moneys held in each Acquisition
Account, Capitalized Interest Account, Lease Payment Account, Reserve Account and Prepayment Account shall be invested and reinvested by the
Trustee, solely as directed in writing by an Authorized City Representative, to the fullest extent practicable in Investment Securities which mature not later than such times as shall
be necessary to provide moneys when needed for payments to be made from such Accounts, provided that moneys in each Acquisition Account shall not be invested in Investment Securities
maturing more than three (3) years after the date of investment, and provided, further, that moneys in each Reserve Account shall be invested in Investment Securities with maturities
not longer than five (5) years. The Trustee shall make all such investments of moneys held by it only as directed in accordance with written instructions (which may be standing instructions),
received from an Authorized City Representative and the Trustee may conclusively rely upon such written instructions and shall have no responsibility for determining whether Investment
Securities are legal under State law for investment of the City’s funds. Ratings of investments shall be determined at the time of purchase of such investments and without regard to
ratings subcategories. The Trustee shall have no responsibility to monitor the ratings of investments after the initial purchase of such investments. Unless otherwise directed in writing,
the Trustee may make any and all such investments through its own investment department or that of its affiliates or subsidiaries. In the absence of written investment instructions from
the City, the Trustee shall not be responsible or liable for keeping the moneys held by it hereunder fully invested in investments. Although the City recognizes that it may obtain a
broker confirmation or written statement containing comparable information at no additional cost, the City hereby agrees that confirmations of investments are not required to be issued
by the Trustee for each month in which a monthly statement statement is rendered. Page 312 of 565
28 (b) Subject to the first sentence of Section 409, interest (net of that which represents a return of accrued interest paid in connection with the purchase of any investments and net
of amounts deemed Excess Earnings) earned on any moneys or investments in an Acquisition Account shall be either (i) at the direction of an Authorized City Representative retained in
such account until delivery of a Certificate of Acceptance, or (ii) automatically transferred to the related Lease Payment Account without need for any requisition or other direction
and, together with interest earnings on investments in such Lease Payment Account (which shall be retained therein), applied on the next occurring Lease Payment Date as a credit against
the Basic Lease Payment then due on such date under the related Lease and deemed to be payment of the interest portion thereof. Interest earned on any moneys or investments in each Cost
of Issuance Subaccount shall be deposited in the related Acquisition Account. Interest and other income received by the Trustee from investments of moneys on deposit in each Reserve
Account (net of amounts deemed by the City to be Excess Earnings) and the related Capitalized Interest Account, if any, shall, prior to delivery of a Certificate of Acceptance, be deposited
in the Acquisition Account, and after such date, be deposited in the related Lease Payment Account; provided, however, that all interest and other income received by the Trustee on investment
of a Reserve Account shall be retained therein in the event that amounts on deposit in such Reserve Account are less than the Reserve Account Requirement applicable thereto. Interest
earned on moneys and investments in a Prepayment Account shall be applied on the next ensuing Prepayment Date toward payment of amounts due to the related Certificate holders, in accordance
with the provisions of Article III hereof. The City shall give written notice to the Trustee after each calculation period of amounts deemed by the City to be Excess Earnings and the
Trustee may rely conclusively on such notice for purposes of determining the Excess Earnings amount hereunder. (c) Nothing in a Trust Agreement shall prevent any Investment Securities
acquired as investments of funds held under such Trust Agreement from being issued or held in book-entry form on the books of the Department of the Treasury of the United States of America.
409. Valuation and Sale of Investments. Obligations purchased as an investment of moneys in any Account created under the provisions of a Trust Agreement shall be deemed at all times
to be a part of such Account and any profit realized from the liquidation of such investment shall be credited to, and any loss resulting from the liquidation of such investment shall
be charged to, the computation of net interest earned on the moneys and investments of such Account. In computing the amount in any Account created under the provisions of a Trust Agreement
for any purpose provided in such Trust Agreement, obligations purchased as an investment of moneys therein shall be valued at the amortized cost of such obligations plus accrued interest.
Such computation shall be determined as and when needed. Investments in the Reserve Account shall be valued annually. Except as otherwise provided in a Trust Agreement, the Trustee shall
sell at the best price reasonably obtainable or present for redemption or transfer as provided in the next sentence any obligation so purchased as an investment whenever it shall be
requested in writing by the Authorized City Representative so to do or whenever it shall be necessary in order to provide moneys to meet any payment or transfer from any Account or subaccount
held by it. In lieu of such sale or presentment for redemption, the Trustee may, in making the payment or transfer from any Account mentioned in the preceding sentence, transfer such
investment obligations or interest appertaining thereto if such investment obligations shall mature or be collectible at or prior to the time the proceeds thereof shall be needed and
such transfer of investment obligations may be made in book-entry form. The Trustee shall not be liable or responsible for making any such investment in the manner provided above. Page
313 of 565
29 ARTICLE V COVENANTS, DEFAULT AND LIMITATIONS OF LIABILITY 501. Trustee to Perform each Lease. The Trustee covenants and agrees with the Certificate holders and each Credit Facility
Issuer, if any, to perform or cause to be performed all obligations and duties imposed on it as assignee of the Corporation of each Lease, and to enforce each Lease against the City.
502. Notice of Nonpayment. In the event of delinquency in the payment when due of Basic Lease Payments by the City pursuant to a Lease, the Trustee shall give notice to the City on the
Business Day following the day payment was due, that such Basic Lease Payments have not been received. In the event of a delinquency in the payment when due of Additional Lease Payments
or Supplemental Payments by the City pursuant to a Lease, the Trustee shall give notice to the City on the Business Day following the day payment was due (if payment was due to the Trustee)
or on the Business Day following the date of receipt of notice of nonpayment from the party to to whom such Additional Lease Payment or Supplemental Payment was due (if payment was due
to a payee other than the Trustee). 503. Events of Default. Each of the following events is hereby declared to be an event of default hereunder: (a) Payment of any installment of interest
represented by any Certificate shall not be made when the same shall become due and payable; or (b) Payment of any principal, whether at maturity or upon call for redemption, or any
redemption premium with respect to any Certificate shall not be made when the same shall become due and payable; or (c) An “Event of Default” shall occur and be continuing under Section
8.1 of the Master Lease. 504. Remedies on Default or Non-Appropriation. Upon the occurrence of an event of default by the City with respect to any Lease under Section 8.1 of the Master
Lease, or upon termination of the Lease Term of all Leases as a result of nonappropriation, the Trustee shall be entitled to enforce the rights and exercise the remedies provided in
the Master Lease, as appropriate, and may, with the consent of the Credit Facility Issuer, if any, insuring a Series of Certificates, and shall, subject to receipt of indemnity, at the
direction of the Credit Facility Issuer, if any, insuring a Series of Certificates, or if there is no Credit Facility Issuer at the direction of a majority in aggregate principal amount
of the Outstanding Certificates affected by such remedies, pursue one or more of such remedies. When the Trustee incurs costs or expenses (including legal fees, costs and expenses) or
renders services after the occurrence of an Event of Default, such costs and expenses and the compensation for such services are intended to constitute expenses of administration under
any federal or state bankruptcy, insolvency, arrangement, moratorium, reorganization or other debtor relief law. Any amounts collected following an event of default or nonappropriation
shall be applied in accordance with the provisions of this Section and if all amounts due on the Certificates or otherwise hereunder have been fully paid (or provision for payment thereof
has been made), such amounts shall be paid to the City. (a) All such moneys collected in connection with a particular Lease shall be deposited into one or more special accounts established
by the Trustee for the Series of Certificates relating thereto and applied: Page 314 of 565
30 First: To the payment of the reasonable costs of the Trustee related to such Lease, including reasonable counsel fees, costs and expenses, any disbursements of the Trustee and its
reasonable compensation; provided, however, that no moneys obtained from a claim on a Liquidity Facility or a Credit Facility, proceeds from a remarketing or moneys held for the prepayment
of Certificates notice of which has been sent to the holders of such Certificates shall be used as provided in this clause; Second: To the payments related to such Lease, if any, required
to be paid to the Treasury Department of the United States under the Code; Third: To the payment to the persons entitled thereto of all installments of the interest then due represented
by all Series of Certificates related to such Lease in the order of such maturity of the installments of such interest portion, and, if the amount available shall not be sufficient to
pay in full any installment, then to the payment thereof ratably, according to the amounts due represented by such installment, to the persons entitled thereto, without any discrimination
or preference; Fourth: To the payment to the persons entitled thereto of the unpaid principal portion or Prepayment Price of all Series of Certificates related to such Lease which shall
have become due whether at maturity or by call for prepayment in the order of their due dates and, if the amount available shall not be sufficient to pay in full all Certificates due
on any date, then to the payment thereof ratably, according to the amount of principal portion, or Prepayment Price due on such date, to the persons entitled thereto, without any discrimination
or preference; Fifth: To the payment to the persons entitled thereto of the unpaid Additional Lease Payments related to such Lease which shall have become due and, if the amount available
shall not be sufficient to pay in full all such amounts, then to the payment thereof ratably, according to the amount due on such date, to the persons entitled thereto, without without
any discrimination or preference; and Sixth: To the payment of any ground rent or other amounts then due and payable under the corresponding Ground Lease, if any. (b) If, at the election
of a Credit Facility Issuer, an Event of Extraordinary Prepayment shall have occurred, the Trustee shall send notice of such extraordinary prepayment as required under Section 314 and
shall apply all such moneys in accordance herewith and with the applicable Supplemental Trust Agreement. Except as otherwise provided in Section 305(a) hereof, in the case of partial
payment of Basic Lease Payments, whenever moneys are to be applied by the Trustee pursuant to the provisions of this Section, such moneys shall be applied by the Trustee at such times,
and from time to time, as the Trustee in its sole discretion shall determine, having due regard for the amount of such moneys available for application and the likelihood of additional
moneys becoming available for such application in the future. Whenever the Trustee shall exercise such discretion in applying such moneys, it shall fix the date (which shall be on a
Lease Payment Date unless the Trustee shall deem another date more suitable) upon which such application is to be made, and upon such date interest on the amounts of principal to be
paid on such date shall cease to accrue. The Trustee shall give such notice as it may deem appropriate of the fixing of any such date. 505. Account and Reports. Page 315 of 565
31 (a) The Trustee shall keep a copy of this Master Trust Agreement and all Supplemental Trust Agreements and proper books of record and account in which complete and correct entries
shall be made of its transactions relating to each Project and each Account established under a Trust Agreement, which shall be subject to the inspection of the Corporation and the City
during normal business hours and upon reasonable notice and which shall be maintained by the Trustee at the expense of the City for a period of six (6) years following termination of
a Trust Agreement. (b) The Trustee shall advise the Corporation and the City promptly after the end of each month of its transactions during such month relating to each Account held
by it under a Trust Agreement. 506. Liability to Certificate Holders for Payment. Except as otherwise provided in the related Trust Agreement, the Trustee shall have no obligation or
liability to the Certificate holders with respect to the City’s obligation to pay Basic Lease Payments when due, or with respect to the performance by the City of any other covenants
made by it in the Master Lease. The Trustee shall not be liable or responsible because of the failure of the Corporation or the City or of any of its employees or agents to make any
collections or deposits or to perform any act herein required of the Corporation or the City or because of the loss of any money arising through the insolvency or the act or default
or omission of any depository. The Trustee shall not be responsible for the application of any of the proceeds of Certificates or any other money deposited with it and paid out, withdrawn
or transferred hereunder if such application, payment, withdrawal or transfer shall be made in accordance with the provisions of the related Trust Agreement. The immunities and exemption
from liability of the Trustee hereunder shall extend to its directors, officers, employees and agents. 507. Possession and Enjoyment. With respect to each Project, from and after the
acceptance by the City of the Facilities comprising such Project in accordance with the terms of the Master Lease, the Trustee hereby agrees that it will not interfere with the Lease
Terms and that the City shall, during such Lease Terms, peaceably and quietly have and hold and enjoy such Facilities, without suit, trouble or hindrance from the Trustee, except as
expressly set forth in such Leases. 508. Warranties. THE TRUSTEE, BY ACCEPTANCE OF THIS MASTER TRUST AGREEMENT, AND THE CORPORATION, BY DELIVERY OF THE LEASES, MAKE NO WARRANTY OR REPRESENTATION,
EITHER EXPRESSED OR IMPLIED, AS TO THE TITLE TO, VALUE, DESIGN, CONDITION, HABITABILITY, MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE OR FITNESS FOR USE OF ANY OF THE FACILITIES,
OR PORTION THEREOF, OR AS TO WHETHER THE QUALITY OR CAPACITY OF THE MATERIAL OR WORKMANSHIP IN SUCH FACILITIES OR ANY WARRANTY THAT SUCH FACILITIES WILL SATISFY THE REQUIREMENTS OF ANY
LAW, RULE, SPECIFICATIONS OR CONTRACT WHICH PROVIDES FOR SPECIFIC MACHINERY, OPERATORS OR SPECIAL METHODS OR ANY OTHER WARRANTY OF ANY KIND WHATSOEVER. In no event shall the Trustee
be liable for any incidental, indirect, special or consequential damage in connection with or arising out of any Lease or the existence, furnishing, functioning or the City’s use of
any item, product or service provided for in any Lease. ARTICLE VI CONCERNING THE TRUSTEE 601. Employment of Trustee. In consideration of the recitals hereinabove set forth and for other
valuable consideration, the Trustee hereby agrees to receive, hold, invest and disburse the moneys to be paid to it pursuant to the Master Lease for credit to the various funds and accounts
established by or pursuant to this Master Trust Agreement; to prepare, execute, deliver and deal with the Certificates; and to apply and disburse the Trust Estate and other moneys received
pursuant to the Master Lease to the Page 316 of 565
32 Certificate holders subject to the limitations set forth in the related Trust Agreement; and to perform certain other functions, all as expressly provided in and subject to the express
terms and conditions of, such Trust Agreement. Prior to the occurrence of any Event of Default hereunder and after the curing of all such Events of Default that may have occurred, the
Trustee shall perform only such duties of the Trustee as are specifically set forth in a Trust Agreement and no implied covenants or obligations shall be read into such Trust Agreement
against the Trustee. 602. Trustee Acceptance of Duties. (a) The Trustee shall signify its acceptance of the duties and obligations imposed upon it by this Master Trust Agreement by executing
and delivering this Master Trust Agreement, and by executing such acceptance the Trustee shall be deemed to have accepted such duties and obligations with respect to all the Certificates
thereafter to be delivered, but only, however, upon the express terms and conditions set forth herein. (b) At any and all reasonable times the Trustee, and its duly authorized agents,
attorneys, experts, engineers, accountants and representatives, shall have the right fully to inspect all books, papers and records of the City pertaining to each Project and each Lease,
and to take such memoranda from and with regard thereto as may be desired. (c) The Trustee shall not be required to give bond or surety in respect of the execution of said trusts powers
or otherwise in respect of this Master Trust Agreement. (d) Before taking any action relating to an Event of Default or in connection with its duties under a Trust Agreement other than
making payments of principal and interest on the Certificates as they become due, drawing on or making a claim against a Credit Facility or causing an acceleration of the Certificates
whenever required by the Trust Agreement, the Trustee may require that a satisfactory indemnity bond be furnished for the reimbursement of all expenses (including reasonable attorney’s
attorney’s fees, costs and expenses) to which it may be put and to protect it against all liability, including, but not limited to, any liability arising directly or indirectly under
any federal, state or local statute, rule, law or ordinance related to the protection of the environment or hazardous substances, except liability which is adjudicated to have resulted
from its failure to comply with the standard of care prescribed by Section 612 hereof or liability which is adjudicated to have resulted from its negligence or willful misconduct. Notwithstanding
any other provision contained herein, the Trustee shall be under no obligation to institute any suit or to undertake any remedial proceeding in the Event of a Default under this Master
Trust Agreement or to enter any appearance or in any way defend in any suit in which it may be made defendant, or to take any steps in the execution of any of the trusts hereby created
or in the enforcement of any rights and powers hereunder, including its acceptance or possession of the Facilities, until it shall be indemnified to its reasonable satisfaction against
any and all reasonable costs, expenses, outlays and reasonable counsel fees, costs and expenses and other reasonable disbursements, and against all liability, including any liability
in connection with any hazardous waste on any Facility Site. (e) The Trustee shall not be liable for any error of judgment made in good faith by any officer of the Trustee, unless it
shall be proved that the Trustee was negligent in ascertaining the pertinent facts. (f) The recitals, statements and representations in this Master Trust Agreement or in the Certificates,
save only the Trustee’s execution of the Certificates, have been made by the Corporation and not by the Trustee; and the Trustee shall be under no responsibility for the correctness
thereof. The Trustee shall not be responsible for the validity, priority, recording or filing of this Master Trust Agreement, the Master Lease, or the Assignment Agreements, or for insuring
the Facilities or collecting any insurance moneys, or for the validity of the execution by the Corporation of this Master Trust Page 317 of 565
33 Agreement or of any supplements hereto or instruments of further assurance, or for the sufficiency of the Trust Estate, or for the value or title of the Facilities or as to the maintenance
of the security hereof, except as otherwise expressly provided herein. (g) Except as to the acceptance of the trusts created hereunder, the Trustee shall have no responsibility in respect
of the due execution or acknowledgment of this Master Trust Agreement by the Corporation, the validity or sufficiency of this Master Trust Agreement, or the validity of the Certificates
or the issuance thereof. 603. Evidence on Which Trustee May Act. (a) The Trustee, upon receipt of any notice, resolution, request, consent, order, certificate, report, opinion, bond
or other paper or document furnished to it pursuant to any provision of this Master Trust Agreement or any supplement thereto, may conclusively rely thereon and shall be fully protected
in acting upon any such instrument reasonably believed by it to be genuine and to have been signed or presented by the proper party or parties. The Trustee may, but shall not be obligated
to, consult with recognized counsel in the field of commercial banking and corporate trust administration, who may or may not be counsel to the City, and the opinion of such counsel
shall be full and complete authorization and protection in respect of any action taken or suffered by it under this Master Trust Agreement and any supplement thereto in good faith and
in accordance herewith, and the City agrees to pay the reasonable fees and expenses of Trustee’s counsel. (b) Whenever the Trustee shall deem it necessary or desirable that a matter
be proved or established prior to taking or suffering any action under this Master Trust Agreement, such matter (unless other evidence in respect thereof be therein specifically prescribed)
may be deemed to be conclusively proved and established by a certificate of an Authorized City Representative, and such certificate shall be full warranty for any action taken or suffered
in good faith under the provisions of this Master Trust Agreement upon the faith thereof. But in its discretion the Trustee may in lieu thereof accept other evidence of such fact or
matter or may require such further or additional evidence as it may deem reasonable. (c) Except as otherwise expressly provided hereunder, any request, order, notice or other direction
required or permitted to be furnished pursuant to any provision hereof by the City to the Trustee shall be sufficiently executed in the name of the City by an Authorized City Representative.
(d) The Trustee shall not be deemed to have notice of any Event of Default hereunder except a default in the payment of Lease Payments, unless the Trustee shall have actual knowledge
thereof or be specifically notified thereof in writing. (e) The Trustee may buy, sell, own, hold and deal in any of the Certificates, and may join in any action which any Certificate
holder may be entitled to take with like effect as if the Trustee were not a party to this Master Trust Agreement. The Trustee, either as principal or agent, may also engage in or have
an interest in any financial or other transaction with the City or Corporation, and may act as depository, trustee, or agent for any committee or body of Certificate holders or other
obligations of the City as freely as if it were not Trustee hereunder. (f) The Trustee shall not be answerable or accountable except for the performance of its duties and obligations
as are specifically set forth in this Master Trust Agreement and any supplement thereto and except for its own willful misconduct or negligence. The permissive right of the Trustee to
do things enumerated in this Master Trust Agreement and any supplement thereto shall not be construed as a duty. Page 318 of 565
34 (g) No provision of this Master Trust Agreement and any supplement thereto shall be construed to relieve the Trustee from liability for its own negligent action, willful misconduct
or negligent failure to act. However, in no event shall the Trustee be liable to any party: (i) for any losses on investments made in accordance with Section 408 hereof; (ii) for special,
indirect or consequential damages including loss of profits or business, arising under or in connection with this Master Trust Agreement regardless of the form of action; (iii) for the
use of the proceeds of sale of any Certificates; (iv) for compliance by the City with any covenant regarding the yield on investments made in accordance with Section 408 hereof. (h)
The Trustee may exercise any powers hereunder and perform any duties required of it through attorneys, agents, receivers, officers or employees, and shall be entitled to advice of counsel
concerning its duties hereunder and all questions hereunder. Except as otherwise provided herein, the Trustee shall not be answerable for the exercise of any discretion or power hereunder
nor for any act or failure to act in connection with the trust hereunder, except only its own willful misconduct or negligence. (i) The Trustee shall not be accountable for the use or
application by the City or the Corporation of any of the Certificates or the proceeds thereof or for the use or application of any money paid over by the Trustee in accordance with the
provisions of this Mater Trust Agreement or any Supplemental Trust Agreement. (j) Notwithstanding the effective date of this Master Trust Agreement or anything to the contrary in this
Master Trust Agreement, the Trustee shall have no liability or responsibility for any act or event relating to this Master Trust Agreement which occurs prior to the date the Trustee
formally executes this Master Trust Agreement and commences acting as Trustee hereunder. (k) The Trustee shall have no responsibility with respect to any information, statement or recital
in any official statement, offering memorandum or any other disclosure material prepared or distributed with respect to the any Certificates and shall have no responsibility for compliance
with any state or federal securities laws in connection with any Certificates. (l) None of the provisions of this Master Trust Agreement or any subsequent Supplemental Trust Agreement
shall require the Trustee to expend or risk its own funds or otherwise to incur any liability, financial or otherwise, in the performance of any of its duties hereunder, or in the exercise
of any of its rights or powers if it shall have reasonable grounds for believing that repayment of such funds or indemnity satisfactory to it against such risk or liability is not assured
to it. (m) The Trustee shall not be responsible or liable for any failure or delay in the performance of its obligation under this Master Trust Agreement or any subsequent Supplemental
Trust Agreement arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including, without limitation, acts of God; earthquakes; fire; flood;
hurricanes or other storms; wars; terrorism; similar military disturbances; sabotage; epidemic; pandemic; riots; interruptions; loss or malfunctions of utilities; accidents; labor disputes;
acts of civil or military authority or governmental action; it being understood that the Trustee shall use commercially reasonable efforts which are consistent with accepted practices
in the banking industry to
resume performance as soon as reasonably practicable under the circumstances. (n) The Trustee agrees to accept and act upon instructions or directions pursuant to this Master Trust Agreement,
any subsequent Supplemental Trust Agreement, the Master Lease or any other document reasonably related to any Certificates sent by the City or the Corporation, as the case may be, by
unsecured e-mail, facsimile transmission or other similar unsecured electronic methods, provided, however, that the City and the Corporation, respectively, shall provide to the Trustee
an incumbency certificate listing designated persons with the authority to provide such instructions, which incumbency Page 319 of 565
35 certificate shall be amended whenever a person is to be added or deleted from the listing. If the City or the Corporation, as applicable, elects to give the Trustee e-mail or facsimile
instructions (or instructions by a similar electronic method) and the Trustee in its discretion elects to act upon such instructions, the Trustee’s reasonable understanding of such instructions
shall be deemed controlling. The Trustee shall not be liable for any losses, costs or expenses arising directly or indirectly from the Trustee’s reasonable reliance upon and compliance
with such instructions notwithstanding such instructions conflict or are inconsistent with a subsequent written instruction. The City and the Corporation, as applicable, agree to assume
all risks arising out of the use of such electronic methods to submit instructions and directions to the Trustee, including without limitation the risk of the Trustee acting on unauthorized
instructions, and the risk of interception and misuse by third parties 604. Compensation to Trustee. The City has agreed in the Master Lease to pay to the Trustee reasonable fees and
expenses as agreed to between the City and the Trustee. The Trustee shall have a first lien for the foregoing on the Trust Estate. 605. Resignation of Trustee. The Trustee may at any
time resign and be discharged of the duties and obligations created by this Master Trust Agreement by giving not less than 60 days written notice to the Corporation, the City and the
Holders of all Certificates Outstanding, specifying the date when such resignation shall take effect, and such resignation shall take effect upon the day specified in such notice unless
previously a successor shall have been appointed by the City or the Certificate holders as provided in Section 607, in which event such resignation shall take effect immediately on the
appointment of such successor provided, however, that in the event no successor has been appointed, the Trustee shall continue to serve until such appointment. If no successor Trustee
shall have been so appointed and accepted appointment within sixty (60) days of such resignation in the manner herein provided, the Trustee may, at the expense of the City, petition
any court of competent jurisdiction for the appointment of a successor Trustee until a successor shall have been appointed as above provided. 606. Removal of Trustee. Prior to the occurrence
of an event of default, or termination of the Lease Term of all Leases as a result of nonappropriation, the Trustee may be removed with or without cause at any time by an instrument
or concurrent instruments in writing appointing a successor, filed with the Trustee, and signed by the Corporation and the City or by the Holders of a majority in principal amount of
each Series of Certificates then Outstanding or their attorneys-in-fact duly authorized with or without cause, or by the Credit Facility Issuers insuring a majority in principal amount
of each Series of Certificates then Outstanding with cause. After the occurrence of an event of default, or termination of the Lease Term of all Leases as a result of nonappropriation,
the Trustee may be so removed with or without cause by the Holders of a majority in principal amount of each Series of Certificates then Outstanding or their attorneys-in-fact duly authorized,
or by the Credit Facility Issuers insuring a majority in principal amount of each Series of Certificates then Outstanding. 607. Appointment of Successor Trustee. (a) In case at any time
the Trustee shall resign or shall be removed or shall become incapable of acting, or shall be adjudged bankrupt or insolvent, or if a receiver, liquidator or conservator of the Trustee,
or of its property, shall be appointed, or if any public officer shall take charge or control of the Trustee or of its property or affairs, a successor may be appointed by the City,
as long as the City is not in default under the Master Lease and the Master Lease is in full force and effect. In the event that no appointment of a successor Trustee shall be made pursuant
pursuant to the foregoing provisions within 45 days after the Trustee shall have given to the City written notice as provided in Section 605 or after a vacancy in the office of the Trustee
shall have occurred by reason of its removal as provided in Section 606 or by reason of its inability to act, a successor Trustee may be appointed by the Holders of a majority in principal
amount of each Series of Certificates then Outstanding, excluding any Certificates held by or for the account of the City, by an instrument or concurrent instruments in writing signed
and acknowledged Page 320 of 565
36 by such Certificate holders or by their attorneys-in-fact duly authorized and delivered to such successor Trustee, notification thereof being given to the Corporation, the City and
the predecessor. For purposes of this Article VI, “appointment” of a successor Trustee shall be deemed to occur upon designation, acceptance and commencement of performance of duties
by the successor Trustee. (b) Any Trustee appointed under the provisions of this Section in succession to the Trustee shall be a bank or trust company or national banking association,
having capital stock and surplus aggregating at least $50,000,000 or at least $500,000,000 in trust assets under management, if there be such bank or trust company or national banking
association willing and able to accept the office on reasonable and customary terms and authorized by law to perform all the duties imposed upon it by Master Trust Agreement and any
supplement thereto. (c) Each Credit Facility Issuer shall be furnished with written notice of the resignation or removal of the Trustee, Paying Agent and Registrar and of the appointment
of, and acceptance of duties by, any successor thereto by the successor Trustee. 608. Transfer of Rights in Property to Successor Trustee. Any successor Trustee appointed under this
Master Trust Agreement shall execute, acknowledge and deliver to its predecessor Trustee, and also to the Corporation and the City an instrument accepting such appointment, and thereupon
such successor Trustee, without any further act, deed or conveyance, shall become fully vested with all moneys, estates, properties, rights, powers, duties and obligations of such predecessor
Trustee, with like effect as if originally named as Trustee; but the Trustee ceasing to act shall nevertheless, on the written request of the Corporation, the City or the successor Trustee
execute, acknowledge and deliver such instruments of conveyance and further assurance and do such other things as may reasonably be required for more fully and certainly vesting and
confirming in such successor Trustee all the right, title and interest of the predecessor Trustee in and to any property held by it under Master Trust Agreement and any supplement thereto
and shall pay over, assign and deliver to the successor Trustee any money or property subject to the trusts and conditions herein set forth together with any paid but unearned fees.
Should any deed, conveyance or instrument in writing from the City and the Corporation be required by such successor Trustee for more fully and certainly vesting in and confirming to
such successor Trustee any such estates, rights, power and duties, any and all such deeds, conveyances and instruments in writing shall, on request, and as far as may be authorized by
law, be executed, acknowledged and delivered by the City and the Corporation. 609. Merger or Consolidation. Any company into which the Trustee may be merged or converted or with which
it may be consolidated or any company resulting from any merger, conversion or consolidation to which it shall be a party or any company to which the Trustee may sell or transfer all
or substantially all of its corporate trust business, provided such company shall be a bank or trust company organized under the laws of a state of the United States or a national banking
association and shall be authorized by law to perform all the duties imposed upon it by Master Trust Agreement and any supplement thereto, shall be the successor to the Trustee without
the execution or filing of any paper or the performance of any further act. 610. Addition of Authorized Signature. In case any of the Certificates contemplated to be delivered under
this Master Trust Agreement shall have been executed but not delivered, any successor Trustee may adopt the authorized signature of any predecessor Trustee so executing such Certificates
and deliver such Certificates so executed; and in case any of the said Certificates shall not have been executed, any successor Trustee may execute such Certificates in the name of the
predecessor Trustee, or in the name of the successor Trustee, and in all such cases such certificate shall have the full force which it is anywhere in said Certificates or in this Master
Trust Agreement and any supplement thereto provided that the certificate of the Trustee shall have. Page 321 of 565
37 611. Indemnification to Trustee. The City has in Section 5.7 of the Master Lease agreed, to the extent permitted by law, including the provisions of Section 768.28 Florida Statutes,
to indemnify and save the Trustee harmless from and against all liabilities, including consequential damages and reasonable legal fees, costs and expenses arising out of the administration
of the trusts pursuant to Master Trust Agreement and any supplement thereto, and all matters concerning the Trustee’s duties and obligations with respect to the Leases and the Assignment
Agreements including the issuance of the Certificates, except in the case of liability, obligations and damages arising out of the Trustee’s negligence or willful misconduct. 612. Obligation
to Act on Defaults. If any Event of Default shall have occurred and be continuing, the Trustee shall, subject to the provisions of Section 501, exercise such of the rights and remedies
vested in it by this Master Trust Agreement and shall use the same degree of care in their exercise as a prudent man would exercise or use in the circumstances in the conduct of his
own affairs; provided that if in the opinion of the Trustee such action may tend to involve expense or liability, it shall not be obligated to take such action unless it is furnished
with indemnity satisfactory to it. 613. Intervention by Trustee. The Trustee may intervene, and upon the written request of Certificate holders of a majority in aggregate principal amount
of each Series of Certificates then Outstanding and receipt of indemnity shall intervene, on behalf of Certificate holders or the related Credit Facility Issuer in any judicial proceeding
to which the City or the Corporation is a party and which in the opinion of the Trustee and its attorneys has a substantial bearing on the interests of Certificate holders. The rights
and obligations of the Trustee under this Section are subject to the approval of a court of competent jurisdiction. 614. Third Party Beneficiaries. Each Credit Facility Issuer is hereby
expressly recognized as a third party beneficiary to this Master Trust Agreement and, so long as the Credit Facility issued by such Credit Facility Issuer is in effect and the Credit
Facility Issuer is properly honoring drawings thereunder, it shall be entitled to enforce the obligations to the Credit Facility Issuer hereunder of the Corporation and the Trustee and
of the City to the Credit Facility Issuer under the Master Lease. ARTICLE VII AMENDMENTS 701. Mailing. Any provision in this Article for the mailing of a notice or other paper to Certificate
holders of a Series of Certificates shall be fully complied with if it is mailed postage prepaid only (i) to each Holder of Certificates of such Series then Outstanding at his/her address,
if any, appearing upon the registry books of the Trustee, (ii) to the Credit Facility Issuer with respect to such Series of Certificates and (iii) to the Trustee. 702. Power of Amendment.
This Master Trust Agreement and any Supplemental Trust Agreement and the rights and obligations provided hereby may be modified or amended at any time by a Supplemental Trust Agreement,
entered into between the Trustee and the Corporation (with the written consent of the City so long as the Lease Term of the Master Lease shall remain in effect and no default shall have
occurred thereunder) without the consent of any Certificate holders, but only (1) to cure any ambiguity, supply any omission, or cure or correct any defect or inconsistent provision
in this Master Trust Agreement and any Supplemental Trust Agreement, or (2) to insert such provisions clarifying matters which they deem necessary or desirable and which are not contrary
to or inconsistent with this Master Trust Agreement and any Supplemental Trust Agreement as theretofore in effect, or (3) to issue one or more Series of Certificates pursuant to Article
III hereof, including any amendment or modification of this Master Trust Agreement and any Supplemental Trust Agreement which would affect only such Series of Certificates, or (4) to
permit a Series of Certificates to be issued in book-entry form with or without physical certificates, (5) to facilitate compliance with modifications to the continuing Page 322 of 565
38 disclosure requirements reflected in Rule 15c 2-12(b)(5) promulgated by the Securities and Exchange Commission, or (6) to make any other modification or amendment that in the judgment
of the Trustee (upon the advice of counsel, if requested) will not have a material adverse effect on the interests of any of the Certificate holders. Any other modification or amendment
of this Master Trust Agreement and any Supplemental Trust Agreement and of the rights and obligations of the Corporation and of the Holders of the Certificates hereunder, may be made
by a Supplemental Trust Agreement, entered into between the Trustee and the Corporation with the written consent given, as provided in Section 703 hereof but subject to Section 707 hereof,
of the Holders of at least a majority in principal amount of the Certificates Outstanding of each Series at the time such consent is given and who are affected by such modifications
or amendments and the written consent of the City so long as the Lease Term of the Master Lease Lease shall remain in effect and no default shall have occurred thereunder; provided,
however, that if any such modification or amendment will, by its terms, not take effect so long as any affected Certificates remain Outstanding, the consent of the Holders of such Certificates
shall not be required and such Certificates shall not be deemed to be Outstanding for the purpose of any calculation of Outstanding Certificates under this Section. No such modification
or amendment shall permit a change in the terms of prepayment or maturity of the principal portion of any Outstanding Certificates or of any installment of the interest portion thereon
or a reduction in the principal portion or the Prepayment Price thereof or in the interest portion thereon or in the consents required for such modifications or amendments without the
consent of the Holders of such Certificates, or shall change or modify any of the rights or obligations of the Trustee without its written assent thereto. The Trustee shall be entitled
to receive an opinion of counsel as to whether or not, in accordance with the foregoing powers of amendment, Certificates of any particular Series or maturity would be affected by any
modification or amendment of the Trust Agreement and any Supplemental Trust Agreement. Copies of all amendments hereto shall be provided to the Rating Agencies, whether effected pursuant
to Section 702 or Section 703 hereof. 703. Consent of Certificate Holders. The Trustee and the Corporation (at the direction of the City so long as the Lease Term of the Master Lease
shall remain in effect and no default shall have occurred thereunder) may at any time enter into a Supplemental Trust Agreement making a modification or amendment permitted by the provisions
of Section 702 to take effect when and as provided in this Section but subject to Section 707 hereof. A copy of such Supplemental Trust Agreement (or brief summary thereof or reference
thereto in form approved by the Trustee), together with a request to affected Certificate holders for their consent thereto in form satisfactory to the Trustee, shall be mailed by the
Trustee to such Certificate holders (but failure to mail such copy and request shall not affect the validity of the Supplemental Trust Agreement when consented to as provided in this
Section). Such Supplemental Trust Agreement shall not be effective unless and until (i) there shall have been filed with the Trustee (a) the written consents of Holders of the percentages
of Outstanding Certificates specified in Section 702 and (b) an Opinion of Counsel stating that such Supplemental Trust Agreement has been duly and lawfully entered into by the parties
thereto and filed with the City, the Trustee and the Corporation in accordance with the provisions of the related Trust Agreement, is authorized or permitted by such Trust Agreement,
and is valid and binding upon the parties thereto in accordance with its terms. Each such consent shall be effective only if accompanied by proof of the Holder, at the date of such consent,
of the the Certificates with respect to which such consent is given, which proof shall be such as is permitted by Section 802. A certificate or certificates executed by the Trustee and
filed with the City and the Corporation stating that it has examined such proof and that such proof is sufficient in accordance with Section 802 shall be conclusive that the consents
have been given by the Holders of the Certificates described in such certificate or certificates of the Trustee. Any such consent shall be binding upon the Holder of the Certificates
giving such consent and, anything in Section 802 to the contrary notwithstanding, upon any subsequent Holder of such Certificates and of any Certificates issued in exchange therefor
(whether or not such subsequent Holder thereof has notice thereof) unless such consent is revoked in writing by the Holder of such Certificates giving such consent or a subsequent Holder
thereof by filing such revocation with the Trustee, prior to the time when the written statement of the Trustee hereinafter in this Section 703 provided for is filed. The fact that a
consent has not been revoked Page 323 of 565
39 may likewise be proved by a certificate of the Trustee filed with the City and the Corporation to the effect that no revocation thereof is on file with the Trustee. At any time after
the Holders of the required percentages in principal amount of Certificates shall have filed their consents to the Supplemental Trust Agreement, the Trustee shall make and file with
the City and the Corporation a written statement that the Holders of such required percentages in principal amount of Certificates have filed such consent. Such written statements shall
be conclusive that such consents have been so filed. At any time thereafter notice, stating in substance that the Supplemental Trust Agreement (which may be referred to as a Supplemental
Trust Agreement entered into by the parties thereto on a stated date, a copy of which is on file with the Trustee) has been consented to by the Holders of the required percentages in
principal amount of Certificates and will be effective as provided in this Section 703, may be given to Certificate holders by the Trustee by mailing such notice to Certificate holders
(but failure to mail such notice shall not prevent such Supplemental Trust Agreement from becoming effective and binding as in this Section 703 provided). A record, consisting of the
certificates or statements required or permitted by this Section 703 to be made by the Trustee, shall be proof of the matters therein stated. Such Supplemental Trust Agreement making
such amendment or modification shall be deemed conclusively binding upon the City and the Corporation, the Trustee and the Holders of all Certificates affected by such Supplemental Trust
Agreement at the expiration of forty (40) days after the filing with the Trustee of the proof of the mailing of such last mentioned notice, except in the event of a final decree of a
court of competent jurisdiction setting aside such Supplemental Trust Agreement in a legal action or equitable proceeding for such purpose commenced within such forty (40) day period;
provided, however, that the Trustee, the City and the Corporation during such forty (40) day period and any such further period during which any such action or proceeding may be pending
shall be entitled in their absolute discretion to take such action, or to refrain from taking such action, with respect to such Supplemental Trust Agreement as they may deem expedient.
704. Modifications by Unanimous Consent. The terms and provisions of the Trust Agreement applicable to a Series of Certificates and the rights and obligations of the Trustee and the
Corporation and of the Holders of the Certificates of such Series hereunder may be modified or amended, with the written consent of the City in any respect upon entering into by the
parties thereto of a Supplemental Trust Agreement and the consent of the Holders of all the Certificates then Outstanding of such Series, such consent to be given as provided in Section
703 except that no notice to Certificate holders by mailing shall be required. 705. Exclusion of Certificates. Certificates owned or held by or for the account of the City shall not
be deemed Outstanding for the purpose of consent or other action or any calculation of Outstanding Certificates provided for in this Article VII, and the City shall not be entitled with
respect to such Certificates to give any consent or take any other action provided for in this Article. At the time of any consent or other action taken under this Article, the City
shall furnish the Trustee a certificate of an Authorized City Representative, upon which the Trustee may conclusively rely, describing all Certificates so to be excluded. 706. Notation
on Certificates. Certificates executed and delivered after the effective date of any action taken as in this Article VII provided may, and if the Trustee so determines shall, bear a
notation by endorsement or otherwise in form approved by the City, the Corporation and the Trustee as to such action, and in that case upon demand of the Holder of any Certificate Outstanding
at such effective date and presentation of his/her Certificate for the purpose at the designated corporate trust office of the Trustee or upon any transfer or exchange of any Certificate
Outstanding at such effective date, suitable notation shall be made on such Certificate or upon any Certificates issued upon any such transfer or exchange by the Trustee as to any such
action. If the City, the Corporation and the Trustee shall so determine, new Certificates so modified as in the opinion of the Trustee, the Corporation and the City to conform to such
action shall be prepared, executed and delivered, and upon demand of the Holder of any Page 324 of 565
40 Certificate then Outstanding shall be exchanged, without cost to such Certificate holder, for Certificates of the same maturity then Outstanding, upon surrender of such Certificates.
707. Credit Facility Issuers Deemed Certificate Holders. Notwithstanding any other provisions of a Trust Agreement, including without limitation this Article VII, whenever the consent
of a Certificate Holder shall be required under a Trust Agreement for any purpose except those modifications or amendments effecting (i) an extension of the maturity of the principal
portion or the interest portion represented by Certificates owned by such Certificate Holder, or (ii) a reduction in the principal portion represented by Certificates owned by such Certificate
Holder or the prepayment premium or the rate of the interest portion represented thereby, or (iii) a preference or priority of any Certificate over any other Certificate of the related
Series, except as provided herein, or (iv) a reduction in the aggregate principal portion of Certificates required for consent to such Supplemental Trust Agreement or that the consent
of the Holders of such Certificates is not required for such amendment or modification, any Certificate insured or guaranteed by a Credit Facility shall be deemed to be owned by the
Credit Facility Issuer issuing such Credit Facility, so long as such Credit Facility Issuer has not defaulted on the obligations under its Credit Facility. ARTICLE VIII MISCELLANEOUS
801. Defeasance. (a) If the principal portion or Prepayment Price of all Certificates, if applicable, and the interest portion due or to become due thereon, shall be paid at the times
and in the manner stipulated in such Certificates and in the related Trust Agreement, and all amounts owing to the Trustee under such Trust Agreement shall have been paid, then the pledge
of the Trust Estate and all covenants, agreements and other obligations of the City under such Trust Agreement in favor of such Certificates shall thereupon cease, terminate and become
void and and be discharged and satisfied. In such event, the Trustee shall cause statements for such period or periods as shall be requested by the City to be prepared and filed with
the City and, upon the request of the City, shall execute and deliver to the City all such instruments as may be desirable to evidence such discharge and satisfaction, and the Trustee
shall pay over or deliver to the City all moneys or securities held by it pursuant to such Trust Agreement which are not required for the payment of the principal portion or Prepayment
Price, if applicable, and interest portion due or to become due with respect to such Certificates not theretofore surrendered for such payment or prepayment or for the payment of amounts
owing to any Credit Facility Issuer under a Reimbursement Agreement or as ground rent under any Ground Lease. (b) Certificates for the payment or prepayment of which moneys shall have
been set aside sufficient to pay the principal portion, the Prepayment Price, if applicable, and interest portion to become due to maturity or earlier prepayment, shall be held in trust
by the Trustee as escrow holder (through deposit by the City of funds for such payment or prepayment of the Purchase Option Price of one or more Facilities pursuant to Section 7.3 of
the Master Lease or otherwise) shall be deemed to have been paid within the meaning and with the effect expressed in subsection (a) of this Section 801 except that the obligation of
the City to make, or cause to be made, Basic Lease Payments from such set-aside amounts shall continue. Any Outstanding Certificates shall, prior to the maturity or Prepayment Date thereof,
be deemed to have been paid within the meaning and with the effect expressed in subsection (a) of this Section 801 if the Trustee shall receive an Opinion of Counsel to that effect and
(a) in case any of said Certificates are to be prepaid on any date prior to their maturity, the City shall have given to the Trustee irrevocable instructions in writing from an Authorized
City Representative to mail as provided in Article III a notice of prepayment of such Certificates (other than Certificates which have been purchased by the Trustee at the direction
of the City or purchased or otherwise acquired by the City and delivered to the Trustee as hereinafter provided prior to the mailing of such notice of prepayment) on said date, (b) Page
325 of 565
41 there shall have been deposited with the Trustee as escrow holder moneys consisting of either cash in an amount which shall be sufficient, or Defeasance Securities the principal of
and the interest on which when due will provide moneys which, together with the moneys, if any, deposited with the Trustee as
escrow holder at the same time, shall be sufficient, to pay when due the principal portion or Prepayment Price, if applicable, and interest portion due and to become due with respect
to said Certificates on or prior to the prepayment date or maturity date thereof, as the case may be, as verified by a certificate delivered to the Trustee by a firm of independent certified
public accountants acceptable to the Trustee, and (c) in the event said Certificates are not by their terms subject to prepayment within the next succeeding 60 days, the City shall have
given the Trustee in form satisfactory to it, instructions to mail a notice to the Holders of such Certificates that the deposit required by (b) above has been made with the Trustee
as escrow holder and that said Certificates are deemed to have been paid in accordance with this Section 801 and stating such maturity or Prepayment Date upon which moneys are expected
to be available for the payment of the principal or Prepayment Price, if applicable, of said Certificates, other than Certificates which have been purchased by the Trustee at the direction
of the City or purchased or otherwise acquired by the City and delivered to the Trustee as hereinafter provided prior to the mailing of the notice of prepayment referred to in clause
(a) above. The Trustee shall, if so directed by the City (i) prior to the maturity date of Certificates deemed to have been paid in accordance with this Section 801 which are not to
be prepaid prior to their maturity date or (ii) prior to the mailing of the notice of prepayment referred to in clause (a) above with respect to any Certificates deemed to have been
paid in accordance with this Section 801 which are to be prepaid on any date prior to their maturity, apply moneys deposited with the Trustee as escrow holder in respect of such Certificates
or sell Defeasance Securities so deposited with the Trustee and apply the proceeds thereof to the purchase of such Certificates and the Trustee shall immediately thereafter cancel all
such Certificates so purchased; provided, however, that the moneys and Defeasance Securities remaining on deposit with the Trustee after the purchase and cancellation of such Certificates
shall be sufficient to pay when due the principal or Prepayment Price, if applicable, of, and interest portion due or to become due with respect to all Certificates, in respect of which
such moneys and Defeasance Securities are being held by the Trustee on or prior to the Prepayment Date or maturity date thereof, as the case may be. If, at any time (i) prior to the
maturity date of Certificates deemed to have been paid in accordance with this Section 801 which are not to be prepaid prior to their maturity date or (ii) prior to to the mailing of
the notice of prepayment referred to in clause (a) with respect to any Certificates deemed to have been paid in accordance with this Section 801 which are to be prepaid on any date prior
to their maturity, the City shall purchase or otherwise acquire any such Certificates and deliver such Certificates to the Trustee prior to their maturity date or Prepayment Date, as
the case may be, the Trustee shall immediately cancel all such Certificates so delivered; such delivery of Certificates to the Trustee shall be accompanied by directions from the City
to the Trustee as to the manner in which such Certificates are to be applied against the obligation to pay or prepay Certificates deemed paid in accordance with this Section 801. The
directions given by the City to the Trustee referred to in the preceding sentences shall also specify the portion, if any, of such Certificates so purchased or delivered and cancelled
to be applied against the obligation to pay Certificates deemed paid in accordance with this Section 801 upon their maturity date or dates and the portion, if any, of such Certificates
so purchased or delivered and cancelled to be applied against the obligation to prepay Certificates deemed paid in accordance with this Section 801 on any date or dates prior to their
maturity. In the event that on any date as a result of any purchases, acquisitions and cancellations of Certificates as provided in this Section 801 the total amount of moneys and Defeasance
Securities remaining on deposit with the Trustee under this Section 801 is in excess of the total amount which would have been required to be deposited with the Trustee on such date
in respect of the remaining Certificates in order to satisfy subclause (b) of this subsection of Section 801, the Trustee shall, if requested by the City, pay the amount of such excess
to the City free and clear of any trust, lien, pledge or assignment securing said Certificates or otherwise existing under the related Trust Agreement. Except as otherwise provided in
this subsection of Section 801, neither Defeasance Securities nor moneys deposited with the Trustee pursuant to this Section 801 nor principal or interest payments on any such Defeasance
Securities shall be withdrawn or used for any purpose other than, and shall be held in trust for, the payment of the principal portion or Prepayment Page 326 of 565
42 Price, if applicable, and interest portion represented by said Certificates; provided that any cash received from such principal or interest payments on such Defeasance Securities
deposited with the Trustee, (A) to the extent such cash will not be required at any time for such purpose, as verified by a certificate delivered to the Trustee by a firm of independent
certified public accountants acceptable to the Trustee, shall be paid over to the City as received by the Trustee, free and clear of any trust, lien or pledge securing said Certificates
or otherwise existing under the related Trust Agreement, and (B) to the extent such cash will be required for such purpose at a later date, shall, to the extent practicable, be reinvested
in Defeasance Securities maturing at times and in amounts sufficient to pay when due the principal or Prepayment Price, if applicable, and interest represented by said Certificates on
or prior to such prepayment date or maturity date thereof, as the case may be, and interest earned from such reinvestment shall be paid over to the City, as received by the Trustee,
free and clear of any trust, lien, pledge or assignment securing said Certificates or otherwise existing under the related Trust Agreement. (c) Anything in a Trust Agreement to the contrary
notwithstanding, any moneys held by the Trustee in trust for the payment of any of any Certificate which remains unclaimed for six (6) years after the date when such Certificate has
become due and payable, either at their stated maturity dates or by call for prepayment, if such moneys were held by the Trustee at such date, or for six (6) years after the date of
deposit of such moneys if deposited with the Trustee after the said date when such Certificate became due and payable, shall, at the written request of the City be repaid by the Trustee
to the City, as its absolute property and free from trust, and the Trustee and the Corporation shall thereupon be released and discharged with respect thereto and the Certificate holder
shall look look only to the City for the payment of such Certificate; provided, however, that before being required to make any such payment to the City, the Trustee shall, at the expense
of the City, mail to the person in whose name such Certificate is registered at its address as it appears on the Certificate register maintained by the Trustee a notice to the effect
that said moneys remain unclaimed and that, after a date named in said notice, which date shall not be less than seven (7) days after the date of said notice, the balance of such moneys
then unclaimed will be returned to the City. 802. Evidence of Signatures of Certificate Holders and Ownership of Certificates. (a) Except as otherwise provided in Section 707 hereof,
any request, consent, revocation of consent or other instrument which a Trust Agreement may require or permit to be signed and executed by the Certificate holders may be in one or more
instruments of similar tenor, and shall be signed or executed by such Certificate holders in person or by their attorneys appointed in writing. Proof of (i) the execution of any such
instrument, or of an instrument appointing any such attorney, or (ii) the holding by any person of the Certificates, shall be sufficient for any purpose of such Trust Agreement (except
as otherwise herein expressly provided) if made in the following manner, or in any other manner satisfactory to the Trustee, which may nevertheless in its discretion require further
or other proof in cases where it deems the same desirable: the fact and date of the execution by any Certificate holder or his/her attorney of such instruments may be proved by a guarantee
of the signature thereon by a bank or trust company or by the certificate of any notary public or other officer authorized to take acknowledgments of deeds, that the person signing such
request or other instrument acknowledged to him the execution thereof, or by an affidavit of a witness of such execution, duly sworn to before such notary public or other officer. Where
such execution is by by an officer of a corporation or association or a partner of a partnership, on behalf of such corporation, association or partnership, such signature guarantee,
certificate or affidavit shall also constitute sufficient proof of his/her authority. (b) The ownership of Certificates and the amount, numbers and other identification, and date of
holding the same shall be proved by the register maintained by the Trustee. Page 327 of 565
43 (c) Any request or consent by the Holder of any Certificate shall bind all future Holders of such Certificate or any Certificates issued in exchange therefor or in lieu thereof in
respect of anything done or suffered to be done by the City, the Corporation or the Trustee in accordance therewith. 803. Moneys Held for Particular Certificates. Subject to Section
801(c) hereof, the amounts held by the Trustee for the payment of the interest portion, principal portion or Prepayment Price due on any date with respect to particular Certificates
shall, on and after such date and pending such payment, be set aside on its books and held in trust by it for the Holders of the Certificates entitled thereto. 804. Preservation and
Inspection of Documents. All documents received by the Trustee under the provisions of a Trust Agreement shall be retained in its possession and shall be subject during normal business
hours and upon reasonable prior notice to the inspection of the City and the Corporation, and any Certificate holder and their agents and their representatives, any of whom may at their
own expense make copies thereof. 805. Parties Interest Herein. Subject to Section 614, nothing herein, expressed or implied, is intended or shall be construed to confer upon, or to give
to, any person or corporation, other than the Corporation, the Trustee and the Holders of the Certificates, remedies or claims under or by reason hereof or any covenant, condition or
stipulation thereof; provided that with respect to the provisions hereof which require the Trustee to give notice to the City, obtain the City’s consent, pay or deliver to the City any
moneys held by the Trustee hereunder or grant to the City any right or privilege whatsoever, such provisions shall also be for the benefit of the City and, upon the failure of the Trustee
to comply therewith, the City shall have such rights, remedies and claims as are provided hereunder or by reason hereof or by law. All covenants, stipulations, promises and agreements
herein contained by by and on behalf of the Corporation shall be for the sole and exclusive benefit of the City, the Corporation, the Trustee and the Holders of the Certificates. 806.
Severability. If any one or more of the covenants or agreements provided in a Trust Agreement on the part of the Corporation or the Trustee to be performed should be contrary to law,
then such covenant or covenants or agreement or agreements shall be deemed severable from the remaining covenants and agreements, and shall in no way affect the validity of the other
provisions of such Trust Agreement. 807. Recording and Filing. The City shall be responsible for the recording and filing of instruments or documents of further assurance, if any, as
may be required by law in order to effectively convey the interests contemplated by a Trust Agreement. 808. Notices. Unless otherwise specified herein, all notices, requests, demands
or other communications (other than payments by the City) to or upon the respective parties listed below shall be deemed to have been given when delivered to the addressee by hand or
on the third day after deposit in the mails, by first class mail, postage prepaid, return receipt requested, or duly transmitted by facsimile, addressed to them as follows or to such
other address as any of the parties may designate by written notice to the other party: Page 328 of 565
44 Corporation: Miami Gardens Leasing Corporation c/o City of Miami Gardens, Florida 1515 NW 167th Street Building 5, Suite 200 Miami Gardens, Florida 33169 Attention: President Telephone:
(305) [___]-[____] Facsimile: (305) [___]-[____] City: City of Miami Gardens, Florida 1515 NW 167th Street Building 5, Suite 200 Miami Gardens, Florida 33169 Attention: City Manager
Telephone: (305) [___]-[____] Facsimile: (305) [___]-[____] With a Copy to: City of Miami Gardens, Florida 1515 NW 167th Street Building 5, Suite 200 Miami Gardens, Florida 33169 Attention:
City Attorney Telephone: (305) [___]-[____] Facsimile: (305) [___]-[____] Trustee: Wells Fargo Bank, N.A. 301 East Pine Street, Suite 1150 Orlando, Florida 32801 Attention: Corporate
Trust Department Telephone: (407) 514-2568 Facsimile: (407) 514-2575 Page 329 of 565
45 Rating Agencies: Moody’s Investors Service 7 World Trade Center 250 Greenwich Street, 23rd Floor New York, New York 10007 Attention: Municipal Structured Products Group Telephone:
(212) 553-1619 Facsimile: (212) 267-1066 Email: MSPGSurveillance@moodys.com Standard & Poor’s Ratings Services State and Local Government Group 55 Water Street, 38th Floor New York,
New York 10041 Telephone: (212) 438-2000 Facsimile: (212) 438-2151 E-mail: pubfin_structured@sandp.com Fitch Ratings One State Street Plaza New York, New York 10004 Attention: U.S. Public
Finance Telephone: (212) 908-1796 Facsimile: (212) 558-2662 E-mail: [________________] Credit Facility Issuers: As set forth on the Schedule applicable to the Series of Certificates.
Notice shall also be given by the City to the Rating Agencies of the occurrence of any one or more of the following: (i) the appointment of a Successor Trustee, (ii) the expiration or
termination of a Credit Facility, (iii) the prepayment or defeasance of any of the Outstanding Certificates in accordance with Section 801 or 802 hereof or (iv) a material modification
of or amendment to a Trust Agreement, the Master Lease, any Ground Lease, any Assignment Agreement, any Lease Schedule or any Credit Facility. 809. Applicable Law. This Master Trust
Agreement shall be construed and governed in accordance with the laws of the State of Florida, without regard to conflict of law principles. 810. Binding on Successors. This Master Trust
Agreement shall be binding upon and inure to the benefit of the parties, the Certificate holders and each Credit Facility Issuer and their respective successors and assigns. 811. Captions.
Captions preceding the text of the several Articles and Sections hereof, and the table of contents, are solely for convenience of reference and shall not constitute a part of this Master
Trust Agreement or affect its meaning, construction or effect. 812. Legal Holidays. Unless otherwise provided herein or in any Supplemental Trust Agreement if the date for making any
payment or the last date for performance of any act or the exercising of any right, as provided in a Trust Agreement, is not a Business Day such payment may be made or act performed
or right exercised on the next succeeding Business Day with the same force and effect as if done on the nominal date provided herein, and no interest shall accrue on such payments for
the period after such date. Page 330 of 565
46 813. Execution in Counterparts. This Master Trust Agreement may be executed in several counterparts, each of which shall be deemed an original, and all of which shall constitute but
one and the same instrument. [Remainder of Page Intentionally Left Blank] Page 331 of 565
47 IN WITNESS WHEREOF, the parties have executed this Master Trust Agreement by their duly authorized officers as of the date and year first written above. [SEAL] Attest: By: Ronetta
Taylor, MMC Secretary MIAMI GARDENS LEASING CORPORATION By: Shirley Gibson President [SEAL] WELLS FARGO BANK, N.A., as Trustee By: [_______________] Vice President Page 332 of 565
48 STATE OF FLORIDA ) ) SS: COUNTY OF MIAMI-DADE ) The undersigned, a Notary Public in and for the said County in the State aforesaid, do hereby certify that Shirley Gibson and Ronetta
Taylor, MMC, personally known to me to be the same persons whose names are, respectively, as President and Secretary of MIAMI GARDENS LEASING CORPORATION, a Florida not-for-profit corporation,
subscribed to the foregoing instrument, appeared before me this day in person and severally acknowledged that they, being thereunto duly authorized, signed, sealed with the seal of said
corporation, and delivered the said instrument as the free and voluntary act of said corporation and as their own free and voluntary act, for the uses and purposes therein set forth.
GIVEN under my hand and notarial seal this ____ day of November, 2010. NOTARY PUBLIC, STATE OF FLORIDA NOTARY PUBLIC SEAL OF OFFICE: (Name of Notary Public, Print, Stamp or Type as Commissioned.)
Personally known to me, or Produced identification ______________________________ (Type of Identification Produced) Page 333 of 565
49 STATE OF FLORIDA ) ) SS: COUNTY OF MIAMI-DADE ) The undersigned, a Notary Public in and for the said County in the State aforesaid, do hereby certify that [_________________] personally
known to me to be the same person whose name is, as Vice President of Wells Fargo Bank, N.A., a national banking association, subscribed to the foregoing instrument, appeared before
me this day in person and severally acknowledged that she/he, being hereunto duly authorized, signed, sealed with the seal of said association, and delivered the said instrument as the
free and voluntary act of said association and as her/his own free and voluntary act, for the uses and purposes therein set forth. GIVEN under my hand and notarial seal this _____ day
of November, 2010. NOTARY PUBLIC, STATE OF FLORIDA NOTARY PUBLIC SEAL OF OFFICE: (Name of Notary Public, Print, Stamp or Type as Commissioned.) Personally known to me, or Produced identification
______________________________ (Type of Identification Produced) Page 334 of 565
A-1 EXHIBIT A FORM OF CERTIFICATE OF PARTICIPATION Front of Certificate REGISTERED REGISTERED NUMBER ______________ $________________ CERTIFICATE OF PARTICIPATION SERIES _____ Evidencing
an Undivided Proportionate Interest of the Owner Hereof in Basic Lease Payments to be Made by the CITY OF MIAMI GARDENS, FLORIDA as Lessee, Pursuant to a Master Lease Purchase Agreement
with Miami Gardens Leasing Corporation, as Lessor INTEREST RATE MATURITY DATE DATED DATE CUSIP NO. ___% REGISTERED OWNER: CEDE & CO. PRINCIPAL SUM: [__________________________________________________
_] DOLLARS THIS IS TO CERTIFY THAT the registered owner named above is the owner of this Certificate of Participation, Series ______ (this “Certificate”), evidencing an undivided proportionate
interest in Basic Lease Payments (as set forth in Schedule ____ to the hereinafter mentioned Master Lease Purchase Agreement (collectively, the “Series ______ Lease”)) to be made by
the City of Miami Garden, Florida (the “City”) pursuant to the Master Lease Lease Purchase Agreement, dated as of [November 1, 2010] (the “Master Lease”), between Miami Gardens Leasing
Corporation, a not-for-profit corporation duly organized and existing under the laws of the State of Florida, as lessor (the “Corporation”), and the City, as lessee. Under a Series ______
Assignment Agreement dated as of ____________, 20__ (the “Assignment Agreement”) entered into by and between the Corporation and Wells Fargo Bank, N.A., Orlando, Florida, as trustee
(such bank and any successor thereto hereinafter called the “Trustee”), the Corporation has transferred to the Trustee, for the benefit of the Certificate Holders, all of its rights
under the Series ______ Lease (except for its right to indemnification under Section 5.7 of the Master Lease, its right to hold title to the Series ______ Facilities under Section 6.1
of the Master Lease and its right to receive notices under the Master Lease) including its rights to receive Basic Lease Payments thereunder, with respect to the Series _______ Facilities
identified in said Schedule ______ (the “Series Facilities”). The registered owner of this Certificate (“Certificate Holder”) is entitled to receive, subject to the terms of the Master
Lease and the Trust Agreement (hereinafter defined), on the maturity date specified above (the “Maturity Date”), unless prepaid prior thereto as provided herein, the principal sum specified
above, representing the portion of the Basic Lease Payments designated as principal and coming due on the Maturity Date, and to receive on [________ 1] and [_________ 1] of each year,
commencing ______________, ____, to and including the final Maturity Date or the date of prepayment, whichever is earlier, the interest portion of the Basic Lease Payments payable to
Certificate Holders on such dates. Said amounts are payable in lawful money of the United States of America. Except as otherwise provided in connection with the maintenance of a book-entry-only
system of registration of the Series _____ Certificates, the amounts representing principal portion and Prepayment Price shall be payable at the designated corporate trust office of
the Trustee and the amounts representing interest portion shall be payable by check or draft of the Trustee mailed to the registered owner at the address of the registered owner as it
shall appear on the registration books maintained by the Trustee as of the 15th day of the Page 335 of 565
A-2 month next preceding the month in which such payment is due. Such interest portion may be paid by wire transfer to a bank within the United States for the registered owners of $1,000,000
or more upon their request in writing received at least 15 days prior to any Payment Date. The Basic Lease Payments are payable from funds appropriated by the City for such purpose from
revenues of the City legally available in any Fiscal Year to make Lease Payments. The City is not legally required to appropriate moneys for this purpose. NONE OF THE CITY, THE STATE
OF FLORIDA, OR ANY POLITICAL SUBDIVISION OR AGENCY THEREOF SHALL BE OBLIGATED TO PAY, EXCEPT FROM AVAILABLE REVENUES APPROPRIATED BY THE CITY, ANY SUMS DUE UNDER THE SERIES _______ LEASE
FROM ANY SOURCE OF TAXATION, AND THE FULL FAITH AND CREDIT OF NEITHER THE CITY, THE STATE NOR ANY POLITICAL SUBDIVISION OR AGENCY THEREOF IS PLEDGED FOR PAYMENT OF SUCH SUMS DUE THEREUNDER
AND SUCH SUMS DO NOT CONSTITUTE AN INDEBTEDNESS OF THE CITY OR THE STATE OR ANY POLITICAL SUBDIVISION OR AGENCY THEREOF WITHIN THE MEANING OF ANY CONSTITUTIONAL OR STATUTORY PROVISION
OR LIMITATION. THE TRUSTEE HAS NO OBLIGATION OR LIABILITY TO MAKE PAYMENTS WITH RESPECT TO THIS CERTIFICATE EXCEPT FROM FUNDS RECEIVED BY IT PURSUANT TO THE TRUST AGREEMENT (DEFINED
BELOW). Capitalized terms used herein but not otherwise defined herein shall have the meaning given to such terms in the Trust Agreement. All amounts payable by the Trustee with respect
to this Certificate shall be paid from (i) the Basic Lease Payments received by the Trustee from the City pursuant to the terms of the Series ____ Lease, (ii) all amounts from time to
time deposited in the funds and accounts created under the Master Trust Agreement dated as of [November 1, 2010] (as the same may be amended from time to time, the “Master Trust Agreement”
and as amended by the Series _____ Supplemental Trust Agreement, dated as of ____________, 20__, the “Trust Agreement”), between the Corporation and the Trustee, including investment
earnings; (iii) any proceeds received by the Trustee upon the sale, re-letting or other disposition of the Series ______ Facilities or the pursuit of any other remedy pursuant to the
Master Lease, and (iv) Net Proceeds resulting from any insurance or other financial guaranty claim or payment or any claim or condemnation award payable with respect to the Series ______
Facilities pursuant to the Master Lease and the Trust Agreement, but only to the extent that the Trustee shall have actually received sufficient income or proceeds from the Trust Estate
(defined in the Trust Agreement) to make such payments. It is provided in the Master Lease that the cost and expense of the performance by the City of its obligations thereunder including,
without limitation, the payment of all Basic Lease Payments and all other amounts required to be paid by the City thereunder, shall be subject to and dependent upon appropriations being
duly made from time to time by the City for such purposes or other amounts being lawfully available therefor. The payment of the principal portion and interest portion of the Basic Lease
Payments represented by the Certificates is not a liability or charge upon the credit of the Trustee or the Corporation, and neither the Trustee nor the Corporation has any obligation
to make such payments, other than the Trustee’s obligation to make such payments from the income from and proceeds of the sources described above. This Certificate has been executed
by the Trustee pursuant to the Trust Agreement. Copies of the Trust Agreement and the Series ______ Lease are on file at the designated corporate trust office of the Trustee, and reference
to the Trust Agreement and the Series ______ Lease and any and all supplements or amendments thereto is made for a description of the funds and accounts established under the Trust Agreement
for the purpose of securing the Certificates, the agreements and covenants of the City in the Series ______ Lease with respect to the Series _____ Project and Basic Lease Payments to
be made by Page 336 of 565
A-3 the City, the nature, extent and manner of enforcement of such agreements and covenants, the rights and remedies of the Certificate Holders with respect thereto, certain limitations
relating to the issuance of additional Series of Certificates under the Trust Agreement, the manner in which the terms of the Trust Agreement may be amended, and the other terms and
conditions upon which the Certificates are delivered thereunder. Reference is hereby made to the Trust Agreement and any and all supplements, modifications or amendments thereof for
a description of the pledge of the Trust Estate and assignment and covenants securing the Certificates, the nature, extent and manner of enforcement of such pledge, the rights and remedies
of the Holders of the Certificates with respect thereto, the terms and conditions upon which the Holders of the Certificates shall cease to be entitled to any lien, benefit or security
under the Trust Agreement and for the other terms and provisions thereof and the pledge of the Trust Estate and the terms and conditions upon which all covenants of the Trustee to the
Holders of such Certificates shall thereupon cease, terminate and become void and be discharged and satisfied. All covenants, agreements and obligations of the City under the Series
_____ Lease with respect to the Series _____ Facilities or a portion thereof may be discharged and satisfied prior to the maturity or prepayment of this Certificate if moneys or certain
specified securities have been deposited with the Trustee in the manner provided in the Trust Agreement. This Certificate shall be issued initially pursuant to a book-entry-only system
administered by The Depository Trust Company, New York, New York (“DTC”), which shall act as securities depository for the Certificates, with no physical distribution of certificates
to be made. Any provisions of the Trust Agreement or this Certificate requiring physical delivery of Certificates shall, under the book-entry-only system, be deemed to be satisfied by
a notation on the the records
maintained by DTC of ownership interests of its participants (“DTC Participants”) and other institutions that clear through or maintain a custodial relationship with a DTC Participant,
either directly or indirectly (“Indirect Participants”). DTC Participants and Indirect Participants will be responsible for maintaining records with respect to the beneficial ownership
interests of individual purchasers of the Certificates (“Beneficial Owners”). This Certificate shall initially be issued in the name of Cede & Co. as nominee for DTC, and so long as
this Certificate is held in book-entry-only form Cede & Co. shall be considered the registered owner for all purposes hereof, including the payment of principal and interest portions
of Basic Lease Payments represented by this Certificate. Payment to DTC Participants shall be the responsibility of DTC. Payments by DTC Participants to Indirect Participants, and by
DTC Participants and Indirect Participants to individual Beneficial Owners shall be the responsibility of DTC Participants and Indirect Participants and not of DTC, the Trustee, the
Corporation or the City. This Certificate shall be transferable upon the registration books of the Trustee, which shall be kept at the designated corporate trust office of the Trustee
upon payment of any charges required. Except when registration of the Certificates is being maintained by persons to a book-entry-only system, the Certificate Holder may transfer this
Certificate in person or by such Certificate Holder’s attorney duly authorized in writing, upon surrender hereof together with a written instrument of transfer satisfactory to the Trustee
duly executed by the Certificate Holder or such Certificate Holder’s duly authorized attorney. Upon the transfer of this Certificate, the Trustee shall deliver in the name of the transferee
a new Certificate or Certificates of the same aggregate principal amount and maturity as the surrendered Certificate. The Trustee may deem and treat the person in whose name this Certificate
is registered upon the register of the Trustee as the absolute owner hereof for all purposes, and all such payments so made to any such Certificate Holder or upon such Certificate Holder’s
order shall be valid and effectual to satisfy and discharge the liability upon such Certificate to the extent of the sum or sums so paid, and the Trustee shall not be affected by any
notice to the contrary. Page 337 of 565
A-4 The Certificates shall be delivered in registered form in the denominations of $5,000 or any integral multiple of $5,000. The Certificates, upon surrender thereof at the designated
corporate trust office of the Trustee with a written instruction satisfactory to the Trustee, duly executed by the Certificate Holder or such Certificate Holder’s attorney duly authorized
in writing, may, at the option of the Certificate Holder and upon payment by such Certificate Holder of any charges which the Trustee may make as provided in the Trust Agreement, be
exchanged for an equal aggregate principal amount of registered Certificates of the same maturity of any other authorized denominations. Optional Prepayment: Certificates maturing on
or after ___________, 20__, shall be subject to prepayment on or after ___________, 20__, if the City elects to prepay the principal portion of Basic Lease Payments due under the Series
_____ Lease in whole or in part at any time, and if in part, in such order of maturity of Certificates corresponding to the due dates of the principal portion of the Basic Lease Payments
under the Series _____ Lease as shall be designated by the City to be prepaid, and by lot within a maturity in such manner as the Trustee may determine, at the Prepayment Price expressed
as a percentage of the principal portion of Basic Lease Payments represented by the Certificates or portions thereof to be prepaid as set forth opposite such period in the following
table, plus the interest accrued to the Prepayment Date: Prepayment Period (Both Dates Inclusive) Prepayment Price _________, 20__, through _________, 20__ % _________, 20__, through
_________, 20__ _________, ____, and thereafter Extraordinary Prepayment: (i) Certificates shall be subject to prepayment in whole or in part at any time and if in part, in such order
of maturity of Certificates corresponding to the due dates of the principal portion of the Basic Lease Payments under the Series _____ Lease as shall be designated by the City to be
prepaid, and by lot within a maturity in such manner as the Trustee shall determine to be fair and appropriate, in an amount equal to the principal portion of Basic Lease Payments prepaid
under the Series _____ Lease, at a Prepayment Price of par plus the interest accrued to the Prepayment Date, if (A) there are Net Proceeds equal to or greater than ten percent (10%)
of the remaining principal portion of the Basic Lease Payments relating to the Series _____ Facilities as a result of damage, destruction or condemnation of any portion of the Series
_____ Facilities and an election is made by the City under Section 5.4(b) of the Master Lease to apply the amount to the prepayment in part of the principal portions of Basic Lease Payments
relating to the Series _____ Facilities and represented by the Certificates, or (B) upon delivery by the City of a Certificate of Acceptance indicating completion of the acquisition,
construction, installation and payment of all costs of the Series _____ Facilities, there shall remain in the Series _____ Acquisition Account an amount greater than the amount of Basic
Lease Payments coming due in the immediately following Fiscal Year under the Series _____ Lease, to the extent and in the amount which exceeds the amount of Basic Lease Payments coming
due in the immediately following Fiscal Year. (ii) At the election of the Series _____ Credit Facility Issuer, Certificates shall be subject to prepayment in whole at any time, at a
Prepayment Price of par plus the interest accrued to the Prepayment Date, if the Lease Term of all Leases is terminated for the reasons referred to in Section 4.1(b) or 4.1(c) of the
Master Lease. Mandatory Sinking Fund Prepayment: Certificates maturing on ___________, ____, are subject to mandatory prepayment prior to maturity in part, from payments of the principal
portion of Basic Lease Payments as set forth in the Series _____ Lease, through the operation of a sinking fund on each Page 338 of 565
A-5 ___________, in the years and in the following amounts set forth below at a Prepayment Price of par plus the interest accrued to the Prepayment Date. [ ] 1 of the Year Principal
Amount ____ $ ____ ____ ____ ____* ___________________ * Final Maturity. If less than all the Certificates of like maturity shall be called for prepayment, the particular Certificates
or portions thereof to be prepaid shall be selected by lot by the Trustee in such manner as the Trustee shall deem fair and appropriate. The portion of any Certificate of a denomination
of more than $5,000 to be prepaid shall be in the principal amount of $5,000 or an integral multiple thereof, and, in selecting portions of such Certificates for prepayment, the Trustee
shall treat each such Certificate as representing that number of Certificates in $5,000 denominations which is obtained by dividing the principal amount of such Certificate to be prepaid
in part by $5,000. Interest represented by Certificates so prepaid shall be paid from the amount then available to prepay Certificates. When prepayment of Certificates is required pursuant
to the Trust Agreement, the Trustee shall give notice of the prepayment of such Certificates, which notice shall specify the maturities of the Certificates to be prepaid, the CUSIP numbers
(which shall be for informational purposes only and shall not affect the validity of such notice) the prepayment date and the place or places where amounts due upon such prepayment will
be payable and, if less than all of the Certificates are to be prepaid, the letters and numbers or other distinguishing marks of such Certificates to be prepaid, and, in the case of
Certificates to be prepaid in part only, such notice shall also specify the respective portions of the principal amount thereof to be prepaid. Such notice shall further state that on
such date there shall become due and payable upon each Certificate to be prepaid the Prepayment Price thereof, or the Prepayment Price of the specified portions of the principal thereof
in the case of Certificates to be prepaid in part only, together with interest accrued to the prepayment date, and that from and after such date interest thereon shall cease to accrue
and be payable. The Trustee shall mail a copy of such notice, postage prepaid, not less than 30 days before the prepayment date in the case of optional prepayment, extraordinary prepayment
resulting from damage, destruction or condemnation of Facilities or mandatory sinking fund prepayment for the Certificates to be prepaid and not less than 5 days nor more than 10 days
before the Prepayment Date in the case of extraordinary prepayment resulting from termination of all Leases as a result of nonappropriation or default by the City, to the Certificate
Holders of any Certificates or portions thereof which are to be prepaid, at their last addresses appearing upon the registry books, but any defect in the notice to a particular Certificate
Holder shall not affect the validity of the proceedings for the prepayment of other Certificates Notice, to the extent available, of such prepayment shall be provided to any depository
not less than two days prior to mailing of such notice. THE OBLIGATION OF THE CITY TO MAKE BASIC LEASE PAYMENTS UNDER SCHEDULE _____ OF THE MASTER LEASE IS A LIMITED OBLIGATION, SUBJECT
TO ANNUAL APPROPRIATION BY THE CITY, AS HERETOFORE PROVIDED IN THIS CERTIFICATE. [Remainder of Page Intentionally Left Blank] Page 339 of 565
A-6 IT IS HEREBY CERTIFIED, RECITED AND DECLARED that all acts, conditions and things required by the Constitution and laws of the State of Florida and the Trust Agreement to exist,
to have happened and to have been performed precedent to and in connection with the execution and delivery of this Certificate have happened and have been performed in due time, form
and manner as required by law. IN WITNESS WHEREOF, this Certificate has been executed by the manual signature of an Authorized Signatory of the Trustee, not in its individual capacity,
but solely as Trustee under the Trust Agreement. WELLS FARGO BANK, N.A., as Trustee By: Date: _______________________ *************************************** Form of Opinion of Special
Counsel *************************************** Statement of Insurance *************************************** Page 340 of 565
A-7 ASSIGNMENT For value received _____________________ the undersigned does hereby sell, assign and transfer unto the within-mentioned Certificate and hereby irrevocably constitutes
and appoints ________________________ attorney, to transfer the same on the Certificate register of the Trustee with full power of substitution in the premises. Dated: ______________________________
Signature Guaranteed: _______________ NOTE: The signature on this Assignment must correspond with the name as written on the face of the within-mentioned Certificate in every particular
without alteration or enlargement or any change whatsoever Social Security or Other Identifying Number of Transferee: _______________ The following abbreviations, when used in the inscription
on the face of the within Certificate, shall be construed as though they were written out in full according to applicable laws or regulations. TEN COM -as tenants in common TEN ENT -as
tenants by the entireties JT TEN -as joint tenants with the rights 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. Page 341 of 565
B-1 EXHIBIT B FORM OF REQUISITION (COSTS OF FACILITIES) REQUISITION NO. _______ $______________ CERTIFICATES OF PARTICIPATION SERIES ______ Evidencing Undivided Proportionate Interest
of the Owners Thereof in Basic Payments to be Made by the CITY OF MIAMI GARDENS, FLORIDA As Lessee, Pursuant to a Master Lease Purchase Agreement with Miami Gardens Leasing Corporation,
as Lessor TO: Wells Fargo Bank, N.A., as Trustee under the Master Trust Agreement dated as of [November 1, 2010] (the “Master Trust Agreement”), as supplemented by a Series ______ Supplemental
Trust Agreement dated as of __________, 20__ (collectively the “Trust Agreement”), each by and between Miami Gardens Leasing Corporation and the Trustee This Requisition is made pursuant
to Section 402(c) of this Master Trust Agreement to pay Costs of the Series _______ Facilities. The Trustee is hereby directed to pay sums out of the Series ________ Acquisition Account
as follows: Name and Address of Payee Purpose of Payment Amount TOTAL: The undersigned undersigned hereby certifies that (a) each obligation, item of cost or expense herein has been
properly incurred, (b) each obligation, item of cost or expense herein is an item of the Cost of the Series _____ Facilities and has not been the basis of any previous withdrawal, and
(c) such payment will not cause the balance remaining in the Series Acquisition Account after such payment to be less than the amount necessary to pay the remaining estimated Costs to
be paid from the Series _____ Acquisition Account, or sufficient other moneys are available therefor. Dated: ________________________ By: ___________________________________ Authorized
City Representative Page 342 of 565
C-1 EXHIBIT C FORM OF REQUISITION (COSTS OF ISSUANCE) REQUISITION NO. _________ $______________ CERTIFICATES OF PARTICIPATION SERIES ______ Evidencing Undivided Proportionate Interests
of the Owners Thereof in Basic Lease Payments to be made by the CITY OF MIAMI GARDENS, FLORIDA As Lessee, Pursuant to a Master Lease Purchase Agreement with Miami Gardens Leasing Corporation,
as Lessor TO: Wells Fargo Bank, N.A., as Trustee under the Master Trust Agreement dated as of [November 1, 2010] (the “Master Trust Agreement”), as supplemented by a Series ______ Supplemental
Trust Agreement dated as of __________, 20__ (collectively the “Trust Agreement”), each by and between Miami Gardens Leasing Corporation and the Trustee This Requisition is made pursuant
to Section 402(d) of this Master Trust Agreement to pay Costs of Issuance of the Certificates. The Trustee is hereby directed to pay sums out of the Cost of Issuance Subaccount in the
Series ______ Acquisition Account as follows: Name and Address of Payee Purpose of Payment Amount TOTAL: The undersigned hereby certifies that each payment obligation has been properly
incurred, is a Cost of Issuance and has not been the basis of a previous withdrawal. Dated: ________________________ By: __________________________________ Authorized City Representative
MIA 181,270,460v5122872.010100 Page 343 of 565
EXHIBIT E FORM OF SERIES 2010A SUPPLEMENTAL TRUST AGREEMENT Page 344 of 565
SERIES 2010A SUPPLEMENTAL TRUST AGREEMENT by and between MIAMI GARDENS LEASING CORPORATION and WELLS FARGO BANK, N.A., as Trustee Dated as of [November 1, 2010] Page 345 of 565
TABLE OF CONTENTS PAGE ARTICLE I DEFINITIONS SECTION 101. DEFINITIONS..........................................................................................................................2
ARTICLE II THE SERIES 2010A CERTIFICATES SECTION 201. AUTHORIZATION OF SERIES 2010A CERTIFICATES ....................................................6 SECTION 202. ISSUANCE OF SERIES
2010A CERTIFICATES ...................................................9 SECTION 203. SERIES 2010A PROJECT........................................................................................10
ARTICLE III PREPAYMENTS SECTION 301. EXTRAORDINARY PREPAYMENT OF SERIES 2010A CERTIFICATES.......................................................................................................10
SECTION 302. OPTIONAL PREPAYMENT...................................................................................10 ARTICLE IV ESTABLISHMENT OF ACCOUNTS; APPLICATION OF SERIES 2010A
CERTIFICATE PROCEEDS SECTION 401. ESTABLISHMENT OF ACCOUNTS.....................................................................11 SECTION 402. APPLICATION OF PROCEEDS OF SERIES 2010A
CERTIFICATES.......................................................................................................11 SECTION 403. DISPOSITION OF FEDERAL SUBSIDY PAYMENTS ............................
...........11 ARTICLE V MISCELLANEOUS PROVISIONS RELATING TO SERIES 2010A CERTIFICATES SECTION 501. SERIES 2010A CREDIT FACILITY.......................................................................
12 SECTION 502. SUPPLEMENTAL PROVISIONS REQUIRED BY SERIES 2010A CREDIT FACILITY ISSUER......................................................................12 SECTION 503. CLAIMS UPON
THE SERIES 2010A CREDIT FACILITY. ................................12 SECTION 504. CONTINUING DISCLOSURE................................................................................12
SECTION 505. PROVISIONS OF TRUST AGREEMENT NOT OTHERWISE MODIFIED ...............................................................................................................13 SECTION
506. COUNTERPARTS ...................................................................................................13 SECTION 507. HEADINGS .........................................................
.....................................................13 SECTION 508. LAWS........................................................................................................................13
SECTION 509. NOTICES..................................................................................................................13 Page 346 of 565
1 THIS SERIES 2010A SUPPLEMENTAL TRUST AGREEMENT, dated as of [November 1, 2010] (the “Series 2010A Supplemental Trust Agreement”), supplementing the Master Trust Agreement, dated as
of [November 1, 2010] (the “Master Trust Agreement” and together with this Series 2010A Supplemental Trust Agreement, the “Trust Agreement”), each by and between MIAMI GARDENS LEASING
CORPORATION, a not-for-profit corporation, duly organized and existing under the laws of the State of Florida, as lessor under the within mentioned Master Lease, and WELLS FARGO BANK,
N.A., a national banking association with corporate trust powers qualified to accept trusts of the type set forth in the Trust Agreement, with its designated corporate trust office in
Orlando, Florida (the “Trustee”). W I T N E S S E T H: WHEREAS, the City of Miami Gardens, Florida (the “City”) has deemed it to be in its best interest to lease-purchase certain real
and personal property from time to time and has entered into a Master Lease Purchase Agreement, dated as of the date hereof (the “Master Lease”), between the Corporation, as lessor,
and the City, as lessee; and WHEREAS, pursuant to the Master Lease, the City may from time to time, by execution of a Schedule to the Master Lease, direct the Corporation to acquire,
construct and lease-purchase to the City the items of real or personal property described in such Schedule (which items of property are collectively referred to herein as “Facilities”);
and WHEREAS, provision for the payment of the cost of acquiring, constructing and installing such Facilities may be made by the issuance and sale from time to time of one or more Series
(as defined in the Trust Agreement) of certificates of participation issued under the Trust Agreement (the “Certificates”), which shall be secured by and be payable from Basic Lease
Payments to be made by the City pursuant to the Master Lease and related Schedules; and WHEREAS, the Trustee, at the direction of the Corporation, shall issue Series of Certificates
from time to time to provide funds for the lease purchase financing of certain Facilities and the refinancing of the lease-purchase of other Facilities; and WHEREAS, the Trustee, at
the request of the Corporation, has agreed to issue a Series of Certificates to provide funds for the lease purchase financing of Series 2010A Facilities (as hereinafter defined); and
WHEREAS, each Series of Certificates shall be secured independently from each other Series of Certificates, except as otherwise provided in the Trust Agreement; and WHEREAS, the City
and the Corporation have executed (i) the Series 2010A Ground Lease (the “Series 2010A Ground Lease”) and (ii) Schedule 2010A, dated as of the date hereof, to lease-purchase the Series
2010A Facilities (as hereinafter defined); and WHEREAS, the Corporation has assigned to the Trustee all of its right, title and interest in and to the Series 2010A Ground Lease and the
Series 2010A Lease (as hereinafter defined) and the Lease Payments (as defined in the Trust Agreement), other than its rights to indemnification and to receive notices and its right
to hold title to the Series 2010A Facilities, pursuant to the Series 2010A Assignment Agreement, dated as of [November 1, 2010] (the “Series 2010A Assignment Agreement”), between the
Corporation and the Trustee; and Page 347 of 565
2 WHEREAS, the Trustee has received an order from an Authorized Corporation Representative relating to the issuance of $[Par Amount] aggregate principal amount of Certificates of Participation,
Series 2010A Evidencing Undivided Proportionate Interests of the Owners thereof in Basic Lease Payments to be made by the City of Miami Gardens, Florida, as Lessee, pursuant to a Master
Lease Purchase Agreement with Miami Gardens Leasing Corporation, as Lessor (the “Series 2010A Certificates”), to be further designated (i) $[__________] Certificates of Participation,
Series 2010A-1 Evidencing Undivided Proportionate Interests of the Owners thereof in Basic Lease Payments to be made by the City of Miami Gardens, Florida, as Lessee, pursuant to a Master
Lease Purchase Agreement with Miami Gardens Leasing Corporation, as Lessor (the “Series 2010A-1 Certificates”) and (ii) $[__________] Certificates of Participation, Series 2010A-2 (Federally
Taxable -Build America Bonds -Direct Payment) Evidencing Undivided Proportionate Interests of the Owners thereof in Basic Lease Payments to be made by the City of Miami Gardens, Florida,
as Lessee, pursuant to a Master Lease Purchase Agreement with Miami Gardens Leasing Corporation, as Lessor (the “Series 2010A-2 Certificates”); and WHEREAS, the proceeds of the Series
2010A Certificates shall be used pursuant to the Trust Agreement, as supplemented hereby, to finance the acquisition, construction and installation of the Series 2010A Facilities and
to pay costs of issuance of the Series 2010A Certificates; and WHEREAS, the Series 2010A Certificates shall be secured in the manner provided in the Trust Agreement and shall have the
terms and provisions contained in this Series 2010A Supplemental Trust Agreement; and WHEREAS, all things necessary to make the Series 2010A Certificates, when executed by the Trustee
and issued as provided herein and in the Trust Agreement, the valid, binding and legal obligations according to the terms thereof, have been done and performed, and the creation, execution
and delivery of this Series 2010A Supplemental Trust Agreement, and the creation, execution and issuance of the Series 2010A Certificates subject to the terms thereof, have in all respects
been duly authorized; NOW, THEREFORE, THIS SERIES 2010A SUPPLEMENTAL TRUST AGREEMENT WITNESSETH: ARTICLE I DEFINITIONS SECTION 101. DEFINITIONS. Words and terms that are defined in the
Master Trust Agreement, shall have the same meanings ascribed to them when used herein, unless the context or use indicates a different meaning or intent. In addition to the words and
terms elsewhere defined in this Series 2010A Supplemental Trust Agreement, the following words and terms as used in this Series 2010A Supplemental Trust Agreement shall have the following
meaning unless the context or use indicates another or different meaning or intent: “Build America Bonds” shall have the meaning ascribed thereto in IRS Notice 2009-26 published in Internal
Revenue Bulletin 2009-16 dated April 20, 2009. “Business Day” means a day other than (a) a Saturday, Sunday or day on which banks in the State of New York or banks located in each of
the cities in which the designated corporate office of the Trustee and the Series 2010A Credit Facility Issuer is located are required or authorized by law or executive order to close
for business, and (b) a day on which The New York Stock Exchange is closed. Page 348 of 565
3 “Closing Date” means the date of delivery of the Series 2010A Certificates to the respective Series 2010A Underwriter against payment therefor. “Comparable Treasury Issue” shall mean,
with respect to any Prepayment Date for a particular Series 2010A-2 Certificate, the U.S. Treasury security or securities selected by the Designated Investment Banker which has an actual
or interpolated maturity comparable to the remaining average life, as of the Prepayment Date, of the Series 2010A-2 Certificates to be prepaid, and that would be utilized in accordance
with customary financial practice in pricing new issues of debt securities of comparable maturity to the remaining average life, as of the Prepayment Date, of the Series 2010A-2 Certificates
to be prepaid. “Comparable Treasury Price” shall mean, with respect to any Prepayment Date for a particular Series 2010A-2 Certificate, (a) if the Designated Investment Banker receives
at least four Reference Treasury Dealer Quotations, the average of such quotations for the date on which such Series 2010A-2 Certificates are to be prepaid, after excluding the highest
and the lowest Reference Treasury Dealer Quotations, or (b) if the Designated Investment Banker obtains fewer than four Reference Treasury Dealer Quotations, the average of all such
quotations. “Designated Investment Banker” shall mean one of the Reference Treasury Dealers designated by the City. “Disclosure Agreement” means that certain Continuing Disclosure Agreement
dated [Closing Date] executed and delivered by the City in connection with the issuance of the Series 2010A Certificates. “Extraordinary Event” will have occurred if (a) the City determines
that a material adverse change has occurred to Section 54AA and Section 6431 of the Code or other applicable provisions of the Code pursuant to which the Federal Subsidy Payments are
reduced or eliminated or (b) a determination is made by the Internal Revenue Service or the Department of Treasury or any court of competent jurisdiction, which determination is not
not the result of an act or omission by the City, pursuant to which the Federal Subsidy Payments are reduced or eliminated. “Favorable Opinion” means an opinion of Special Counsel, addressed
to the City and the Trustee to the effect that the action proposed to be taken is authorized or permitted by the Trust Agreement and will not adversely affect the excludability from
gross income for federal income tax purposes of the interest portion of Basic Lease Payments represented by any Series 2010A-1 Certificates. “Federal Subsidy Payments” means the cash
subsidy payments received by the City from the United States Department of the Treasury with respect to the portion of the Series 2010A Lease designated as Build America Bonds. “Financing
Documents” means collectively, the Series 2010A Lease, the Master Trust Agreement, this Series 2010A Supplemental Trust Agreement, the Series 2010A Ground Lease and the Series 2010A
Assignment Agreement, each as be amended from time to time. “Fitch” means Fitch Ratings. “Interest Payment Date” means (a) each June 1 and December 1, commencing [December 1, 2010],
(b) with respect to any Series 2010A Certificates which are to be prepaid, any date on which such prepayment is made, and (c) the applicable Maturity Date. “Maturity Date” means, as
applicable, June 1 of the years 20[__] through 20[__], inclusive. Page 349 of 565
4 “Moody’s” means Moody’s Investors Service, Inc. “Participating Underwriter” means any of the original underwriters of the Series 2010A Certificates required to comply with the Rule
in connection with the offering of the Series 2010A Certificates. “Rating Agency” means each of Moody’s, S&P, Fitch and any other nationally recognized rating service not unacceptable
to the Series 2010A Credit Facility Issuer which, at the request of the City, shall have provided
a rating on any Outstanding Series 2010A Certificates. “Record Date” means the fifteenth calendar day, whether or not a Business Day, of the month preceding an Interest Payment Date.
“Reference Treasury Dealer” shall mean a firm, specified by the City from time to time, that is a primary U.S. government securities dealers in the City of New York, New York; provided,
however, that if any such firm ceases to be such a primary treasury dealer, the City will substitute another primary treasury dealer for such firm. “Reference Treasury Dealer Quotations”
shall mean with respect to each Reference Treasury Dealer and any Prepayment Date for a particular Series 2010A-2 Certificate, the average, as determined by the Designated Investment
Banker, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount), quoted in writing to the Designated Investment
Banker by such Reference Treasury Dealer at 3:30 p.m., New York City time, on the third Business Day preceding the date on which the Series 2010A-2 Certificates are to be prepaid. “Rule”
means Rule 15c2-12(b)(5) adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as the same may be amended from time to time. “Series 2010A-1 Certificates”
means $[________] Certificates of Participation, Series 2010A-1 Evidencing Undivided Proportionate Interests of the Owners thereof in Basic Lease Payments to be made by the City of Miami
Gardens, Florida, as Lessee, pursuant to a Master Lease Purchase Agreement with Miami Gardens Leasing Corporation, as Lessor. “Series 2010A-2 Certificates” means the $[__________] Certificates
of Participation, Series 2010A-2 (Federally Taxable -Build America Bonds -Direct Payment) Evidencing Undivided Proportionate Interests of the Owners thereof in Basic Lease Payments to
be made by the City of Miami Gardens, Florida, as Lessee, pursuant to a Master Lease Purchase Agreement with Miami Gardens Leasing Corporation, as Lessor. “Series 2010A Acquisition Account”
means the Series 2010A Acquisition Account established in Section 401 hereof. “Series 2010A Assignment Agreement” means the Series 2010A Assignment Agreement dated as of [November 1,
2010] pursuant to which the Corporation has assigned to the Trustee all of its right, title and interest in and to the Series 2010A Ground Lease and the Series 2010A Lease, except as
otherwise provided therein. “Series 2010A Capitalized Interest Subaccount” means the Series 2010A Capitalized Interest Subaccount established in Section 401 hereof. Page 350 of 565
5 “Series 2010A Certificates” means the $[Par Amount] Certificates of Participation, Series 2010A Evidencing Undivided Proportionate Interests of the Owners thereof in Basic Lease Payments
to be made by the City of Miami Gardens, Florida, as Lessee, pursuant to a Master Lease Purchase Agreement with Miami Gardens Leasing Corporation, as Lessor, comprised of the Series
2010A-1 Certificates and Series 2010A-2 Certificates. “Series 2010A Cost of Issuance Subaccount” means the Series 2010A Cost of Issuance Subaccount within the Series 2010A Acquisition
Account established in Section 401 hereof. “Series 2010A Credit Facility” means the municipal bond new issue insurance policy issued by the Series 2010A Credit Facility Issuer on [Closing
Date], guaranteeing payment of the principal and interest portion of Basic Lease Payments represented by the Series 2010A Certificates when due. “Series 2010A Credit Facility Issuer”
means [Insurer], a [_______] insurance corporation, or any successor thereto. “Series 2010A Facilities” means the Facilities described in Schedule 2010A to the Master Lease. “Series
2010A Facility Sites” means the Facility Sites to be ground leased by the City to the Corporation pursuant to the Series 2010A Ground Lease, as the same may be amended or supplemented
from time to time. “Series 2010A Ground Lease” means the Series 2010A Ground Lease, dated as of [November 1, 2010], between the City and the Corporation, as the same may be amended or
supplemented from time to time with respect to the Series 2010A Facility Sites. “Series 2010A Lease Payment Account” means the Series 2010A Lease Payment Account established in Section
401 hereof. “Series 2010A Prepayment Account” means the Series 2010A Prepayment Account established in Section 401 hereof. “Series 2010A Project” means the lease purchase financing,
acquisition, construction and installation of the Series 2010A Facilities, the leasing of the Series 2010A Facility Sites by the City to the Corporation pursuant to the Series 2010A
Ground Lease and the the subleasing of the Series 2010A Facility Sites, and the leasing of the Series 2010A Facilities to, the City pursuant to the Series 2010A Lease. “Series 2010A
Lease” means the Master Lease, as supplemented by Schedule 2010A. “Series 2010A Underwriter” means Loop Capital Markets LLC. “S&P” means Standard & Poor’s Rating Services, a division
of the McGraw Hill Companies, Inc. “Tax Certificate” means one or more Arbitrage and Tax Certificates prepared by Special Counsel, dated the date of the original issuance and delivery
of the Series 2010A Certificates, executed by the Mayor, Vice Mayor or City Manager and acknowledged by the Finance Director, regarding, among other things, restrictions related to rebate
of arbitrage earnings to the United States of America and (i) with respect to the Tax-Exempt Obligations and the Series 2010A-1 Certificates, the restrictions prescribed by the Code
in order for the interest portion of Basic Lease Payments represented by the Tax-Exempt Certificates to remain excludable from gross income for federal income tax purposes, and (ii)
Page 351 of 565
6 with respect to the portion of the Series 2010A Lease designated as Build America Bonds and the Basic Lease Payments represented by the Series 2010A-2 Certificates, the restrictions
prescribed by the Code in order for the City to receive the Federal Subsidy Payments. “Treasury Rate” shall mean, as of any Prepayment Date, the rate per annum, expressed as a percentage
of the Principal Component of Series 2010A-2 Certificates to be prepaid, equal to the semiannual equivalent yield to maturity or interpolated maturity of the Comparable Treasury Issue,
assuming that the Comparable Treasury Issue is purchased on the Prepayment Date for a price equal to the Comparable Treasury Price, as calculated by the Designated Investment Banker.
ARTICLE II THE SERIES 2010A CERTIFICATES SECTION 201. AUTHORIZATION OF SERIES 2010A CERTIFICATES. (a) There is hereby created a Series of Certificates to be issued under the Trust Agreement
to be known as “Certificates of Participation, Series 2010A, Evidencing Undivided Proportionate Interests of the Owners thereof in Basic Lease Payments to be made by the City of Miami
Gardens, Florida, as Lessee, pursuant to a Master Lease Purchase Agreement with Miami Gardens Leasing Corporation, as Lessor”, to be further designated (i) “Certificates of Participation,
Series 2010A-1 Evidencing Undivided Proportionate Interests of the Owners thereof in Basic Lease Payments to be made by the City of Miami Gardens, Florida, as Lessee, pursuant to a Master
Lease Purchase Agreement with Miami Gardens Leasing Corporation, as Lessor”, and (ii) “Certificates of Participation, Series 2010A-2 (Federally Taxable -Build America Bonds -Direct Payment)
Evidencing Undivided Proportionate Interests of the Owners thereof in Basic Lease Payments to be made by the City of Miami Gardens, Florida, as Lessee, pursuant to a Master Lease Purchase
Agreement with Miami Gardens Leasing Corporation, as Lessor”. The Series 2010A-1 shall be issued as Tax-Exempt Certificates and the Series 2010A-2 Certificates shall be issued as as
Taxable Certificates. The Series 2010A Certificates shall be issued for the purpose of (i) financing the acquisition, construction, installation and equipping of the Series 2010A Facilities,
(ii) paying capitalized interest on the Series 2010A Certificates and (iii) paying Costs of Issuance of the Series 2010A Certificates. (b) The principal portion represented by the Series
2010A Certificates due at maturity or upon prepayment thereof shall represent undivided proportionate interests in the principal portion of the Basic Lease Payments due on each of the
Lease Payment Dates set forth on Schedule 2010A to the Master Lease. (c) The interest portion represented by the Series 2010A Certificates shall be payable on each Interest Payment Date
as set forth herein. Said interest shall represent an undivided proportionate interest in the interest portion of Basic Lease Payments due on each Lease Payment Date as set forth on
Schedule 2010A to the Master Lease, to and including the maturity or earlier prepayment date of each Series 2010A Certificate. (d) Unless the Corporation shall otherwise direct, the
Series 2010A Certificates shall be lettered and numbered in such manner as the Trustee shall deem adequate and appropriate. (e) The Series 2010A Certificates shall be dated as of the
Closing Date and shall also show the date of authentication thereof. The interest portion of Basic Lease Payments represented by the Series 2010A Certificates shall be payable from the
Interest Payment Date next preceding the date of execution and delivery to which payment has been made or provided for, unless a Series 2010A Certificate is issued prior to the Interest
Payment Date next succeeding the Closing Date, in which case such Series 2010A Certificate shall represent the right to receive interest from the Closing Date. The Series 2010A Page
352 of 565
7 Certificates shall initially be issued in the aggregate principal amount of $[Par Amount], comprised of $[_______] aggregate principal amount of Series 2010A-1 Certificates and $[_______]
aggregate principal amount of Series 2010A-2 Certificates. The Series 2010A-1 Certificates shall mature on June 1 in the years and in the principal amounts set forth below, and shall
represent the right to receive interest at the annual rates, calculated on the basis of a 360-day year comprised of twelve 30-day months, set forth opposite such years and amounts, respectively.
Maturity Date (June 1) Principal Amount Interest Rate Maturity Date (June 1) Principal Amount Interest Rate The Series 2010A-2 Certificates shall mature on June 1 in the years and in
the principal amounts set forth below, and shall represent the right to receive interest at the annual rates, calculated on the basis of a 360-day year comprised of twelve 30-day months,
set forth opposite such years and amounts, respectively. Maturity Date (June 1) Principal Amount Interest Rate Maturity Date (June 1) Principal Amount Interest Rate (f) The interest
portion of Basic Lease Payments represented by the Series 2010A Certificates shall be payable semiannually on June 1 and December 1 of each year to and including the date of maturity
or prepayment, whichever is earlier, commencing on [December 1, 2010]. (g) The Series 2010A Certificates shall be delivered in registered form in denominations of $5,000 or any integral
multiple of $5,000. Subject to the provisions of the Trust Agreement, the Series 2010A Certificates shall be substantially in the form set forth in Exhibit A of the Trust Agreement.
(h) The principal portion or Prepayment Price of the Series 2010A Certificates shall be payable at the designated corporate trust office of the Trustee. Except as otherwise provided
in connection with the maintenance of a book entry only system of registration of the Series 2010A Certificates, the interest portion represented by the Series 2010A Certificates shall
be payable by check or draft of the Trustee mailed to the Series 2010A Certificateholder thereof at the address of such Series 2010A Certificateholder shown on the registration records
maintained by the Trustee as of the Record Page 353 of 565
8 Date next preceding the Interest Payment Date. Such interest portion may be paid by wire transfer within the United States to the registered owners of $1,000,000 or more in aggregate
principal amount of Series 2010A Certificates upon their request in writing received no later than the Record Date next preceding any Interest Payment Date. The Trustee may charge the
Series 2010A Certificate holder a reasonable fee for the cost of the wire transfer. So long as there shall be maintained a book-entry-only system with respect to the Series 2010A Certificates,
the following provisions shall apply: The Series 2010A Certificates shall initially be issued in the name of Cede & Co. as nominee for The Depository Trust Company (“DTC”), which will
act initially as securities depository for the Series 2010A Certificates and so long as the Series 2010A Certificates are held in book-entry-only form, Cede & Co. shall be considered
the registered owner for all purposes hereof. On original issue, the Series 2010A Certificates shall be deposited with DTC, which shall be responsible for maintaining a book-entry-only
system for recording the ownership interest of its participants (“DTC Participants”) and other institutions that clear through or maintain a custodial relationship with DTC Participants,
either directly or indirectly (“Indirect Participants”). The DTC Participants and Indirect Participants will be responsible for maintaining records with respect to the beneficial ownership
interests of individual purchasers of the Series 2010A Certificates (“Beneficial Owners”). The principal and interest portions of Basic Lease Payments represented by the Series 2010A
Certificates shall be payable directly to Cede & Co. in care of DTC. Disbursal of such amounts to DTC Participants shall be the responsibility of DTC. Payments by DTC Participants to
Indirect Participants, and by DTC Participants and Indirect Participants to Beneficial Owners shall be the responsibility of DTC Participants and Indirect Participants and not of DTC,
the Trustee, the Corporation or the City. The Series 2010A Certificates shall initially be issued in the form of one fully registered Series 2010A Certificate for each maturity (and
for each interest rate within a maturity) and shall be held in such form until maturity. Individuals may purchase beneficial interests in the amount of $5,000 or integral multiples thereof
in book-entry-only form, without certificated Series 2010A Certificates, through DTC Participants and Indirect Participants. During the period for which Cede & Co. is registered owner
of the Series 2010A Certificates, any notice to be provided to any registered owner will be provided to Cede & Co. DTC shall be responsible for notice to DTC Participants and DTC Participants
shall be responsible for notice to Indirect Participants, and DTC Participants and Indirect Participants shall be responsible for notice to individual purchasers of beneficial interests.
(i) Neither the City, the Trustee nor any of their respective affiliates shall have any responsibility or obligation with respect to: (A) the accuracy of the records of DTC or any DTC
Participant with respect to any beneficial ownership interest in the Series 2010A Certificates; (B) the delivery to any DTC Participant, any beneficial owner of the Series 2010A Certificates
or any other Person, other than DTC, of any notice with respect to the Series 2010A Certificates; or (C) the payment to any DTC Participant, any beneficial owner of the Series 2010A
Certificates or any other Person, other than DTC, of any amount with respect to Page 354 of 565
9 the principal or interest portions of Basic Lease Payments represented by the Series 2010A Certificates. (ii) So long as the Series 2010A Certificates are issued pursuant to this subsection
(i), the City and the Trustee may treat DTC as, and deem DTC to be, the absolute owner of the Series 2010A Certificates for all purposes whatsoever, including without limitation: (A)
the payment of the principal and interest portions of Basic Lease Payments represented by the Series 2010A Certificates; (B) giving notices of prepayment and other matters with respect
to the Series 2010A Certificates; (C) registering transfer with respect to the Series 2010A Certificates; and (D) the selection of Series 2010A Certificates for prepayment. The City
has entered into a Blanket Issuer Letter of Representations with DTC providing for such book-entry-only system. Such agreement may be terminated at any time by either DTC or the City.
In the event of such termination, the City shall select another securities depository. If the City does not replace DTC, the Trustee will register and deliver to the Beneficial Owners
replacement Series 2010A Certificates in the form of fully registered Series 2010A Certificates in denominations of $5,000 or any integral multiple thereof, in accordance with instructions
from Cede & Co. Series 2010A Certificates will be issued directly to owners of the Series 2010A Certificates other than DTC, or its nominee, upon the occurrence of the following events
(subject, however, to operation of the two sentences following clause (3) below): (1) DTC determines not to continue to act as securities depository for the Series 2010A Certificates;
or (2) the City has advised DTC of its determination that DTC is incapable of discharging its duties; or (3) the City has determined that it is in the best interest of the Series 2010A
Certificate holders not to continue the book-entry system of transfer or that interests of the Beneficial Owners of the Series 2010A Certificates might be adversely affected if the book-entry
system of transfer is continued. Upon occurrence of the event described in (1) or (2) above the City shall attempt to locate another qualified Securities Depository. If the City fails
to locate another qualified Securities Depository to replace DTC, the Trustee, at the expense of the City, shall authenticate and deliver Series 2010A Certificates in certificated form.
In the event the City makes the determination noted in (2) or (3) above, and has made provisions to notify the Beneficial Owners of the Series 2010A Certificates of the availability
of Series 2010A Certificates by mailing an appropriate notice to DTC, the City shall cause the Trustee to authenticate and deliver Series 2010A Certificates in certificated form, to
DTC’s Participants (as requested by DTC) in appropriate amounts. SECTION 202. ISSUANCE OF SERIES 2010A CERTIFICATES. The Series 2010A Certificates shall be issued upon delivery to the
Trustee of the documents referred to in Section 304 of the Trust Agreement and the payment of the purchase price therefor, and upon delivery of the following Page 355 of 565
10 additional documentsan Opinion of Counsel with respect to each Series 2010A Facility Site to the effect that there are no liens or encumbrances thereon that are not Permitted Encumbrances
under the Master Lease, and that there shall be no merger of the fee estate of the City in the Series 2010A Facility Sites with the leasehold estates created by the Series 2010A Ground
Lease or the Series 2010A Lease, notwithstanding the fact that the same person may hold one or more leasehold estates and such fee estate. To the extent that one or more Series 2010A
Facility Sites have not yet been acquired by the City at the time of execution hereof, the Series 2010A Ground Lease and Schedule 2010A shall be amended at the time of each acquisition
to insert the legal description of each Series 2010A Facility Site and Additional Permitted Encumbrances relating thereto, without the consent of the Series 2010A Credit Facility Issuer
or the Certificate holders. SECTION 203. SERIES 2010A PROJECT. Upon delivery of the Series 2010A Certificates, the Series 2010A Project shall be effectuated as provided in the Trust
Agreement and the Series 2010A Lease. ARTICLE III PREPAYMENTS SECTION 301. EXTRAORDINARY PREPAYMENT OF SERIES 2010A CERTIFICATES. The Series 2010A-2 Certificates shall be subject to
extraordinary prepayment as follows: Extraordinary Optional Prepayment Due to the Occurrence of an Extraordinary Event. The Series 2010A-2 Certificates are subject to extraordinary optional
prepayment in Authorized Denominations, in whole or in part, on a date designated by the City upon the occurrence of an Extraordinary Event, at a prepayment price equal to the greater
of: (1) 100% of the principal portion represented by the Series 2010A-2 Certificates to be prepaid; and (2) the sum of the present value of the remaining scheduled payments of Basic
Lease Payments allocable to the Series 2010A-2 Certificates to be prepaid to their Maturity Date, not including any portion of those payments of interest accrued and unpaid as of the
Prepayment Date, discounted to the Prepayment Date on a semiannual basis, assuming a 360-day year consisting of twelve 30-day months, at the Treasury Rate plus 100 basis points, plus
in each case, the accrued interest portion of the Basic Lease Payments represented by the Series 2010A-2 Certificates to be prepaid to the Prepayment Date. SECTION 302. OPTIONAL PREPAYMENT
OF SERIES 2010A CERTIFICATES. (a) Optional Prepayment With Make-Whole Payment. The Series 2010A-2 Certificates shall be subject to prepayment in whole or in part on any Business Day
prior to June 1, 20[__], if the City elects to prepay the principal portion of Basic Lease Payments due under the Series 2010A-2 Lease and if in part, by lot in such manner as the Trustee
may determine, at a Prepayment Price equal to the greater of (1) 100% of the principal portion of Basic Lease Payments represented by the Series 2010A-2 Certificates to be prepaid and
(2) the sum of the present value of the remaining scheduled payments of Basic Lease Payments on the Series 2010A-2 Certificates to be prepaid, not including any portion of those payments
of interest accrued and unpaid as of the date on which the Series 2010A-2 Certificates are to be prepaid, discounted to the date on which the Series 2010A-2 Certificates are to be prepaid
on a semiannual basis, assuming a 360-day year consisting of twelve 30-day months, at the Treasury Rate plus [__] basis points, plus, in each case, the accrued and unpaid interest portion
of Basic Lease Payments represented by the Series 2010A-2 Certificates to be prepaid on the prepayment date. Page 356 of 565
11 (b) Optional Prepayment at Par. The Series 2010A Certificates shall be subject to prepayment in whole or in part on any Business Day on or after June 1, 20[__], if the City elects
to prepay the principal portion of Basic Lease Payments due under the Series 2010A Lease and if in part, by lot in such manner as the Trustee may determine, at a Prepayment Price equal
to the principal portion of Basic Lease Payments represented by the Series 2010A Certificates or portions thereof to be prepaid, plus the interest accrued to the Prepayment Date. (c)
Series 2010A Certificates subject to prepayment pursuant to Section 3.01 and Section 3.02, may, in the sole discretion of the City, be prepaid pursuant to whichever applicable provision
it deems to be in its best interest. ARTICLE IV ESTABLISHMENT OF ACCOUNTS; APPLICATION OF SERIES 2010A CERTIFICATE PROCEEDS; DISBURSEMENTS SECTION 401. ESTABLISHMENT OF ACCOUNTS. (a)
There are hereby established within the Project Fund the following Accounts and Subaccount: (i) the Series 2010A Acquisition Account and the Series 2010A Cost of Issuance Subaccount
therein, more particularly described in Section 402 of the Master Trust Agreement; (ii) the Series 2010A Lease Payment Account and the Series 2010A Capitalized Interest Subaccount therein,
more particularly described in Sections 404 and 403, respectively, of the Master Trust Agreement; and (iii) the Series 2010A Prepayment Account, more particularly described in Section
406 of the Master Trust Agreement. (b) If on any Payment Date, the amount of all Basic Lease Payments represented by the Series 2010A Certificates due and payable exceeds the amount
on hand in the Series 2010A Lease Payment Account, except as provided in Section 404(b) of the Master Trust Agreement, the Trustee shall apply the moneys on hand therein in accordance
with the priorities set forth in Section 504 of the Master Trust Agreement. (c) Except as otherwise provided herein, the moneys on deposit in the Accounts and Subaccounts described herein
shall be disbursed by the Trustee in the manner and for the purposes described in the Trust Agreement. SECTION 402. APPLICATION OF PROCEEDS OF SERIES 2010A CERTIFICATES. The Trustee
shall deposit $[__________] in the Series 2010A Acquisition Account and $[__________] in the Series 2010A Cost of Issuance Subaccount therein. Capitalized interest on the Series 2010A
Certificates in the amount of $[_________] shall be deposited in the Series 2010A Capitalized Interest Subaccount from the proceeds of the sale of the Series 2010A Certificates. [The
sum of $[__________] representing the premium for the Series 2010A Credit Facility was wire transferred by the Series 2010A Underwriter to the Series 2010A Credit Facility Issuer.] SECTION
403. DISPOSITION OF FEDERAL SUBSIDY PAYMENTS. The Trustee shall deposit all Federal Subsidy Payments received by or on behalf of the City in connection with the Series 2010A-2 Certificates
in the Series 2010A Lease Payment Account promptly upon receipt thereof. The amount of Federal Subsidy Payment revenues on deposit in the Series 2010A Lease Payment Account shall be
applied as a credit against the amount of Basic Lease Payments due on each Lease Payment Date under the Series 2010A Lease. Page 357 of 565
12 ARTICLE V MISCELLANEOUS PROVISIONS RELATING TO SERIES 2010A CERTIFICATES SECTION 501. SERIES 2010A CREDIT FACILITY. The Series 2010A Certificates shall be further secured by a municipal
bond new issue insurance policy issued by the Series 2010A Credit Facility Issuer. The Series 2010A Credit Facility Issuer shall have all the rights provided to a Credit Facility Issuer
under the terms of the Trust Agreement. Anything provided herein or in the Master Trust Agreement to the contrary notwithstanding, the Series 2010A Credit Facility Issuer shall not be
entitled to any benefits of the Trust Agreement or any rights specifically granted to it thereunder to consent to, approve or participate in any actions proposed to be taken by the City,
the Corporation, a Series 2010A Certificate holder, or any of them pursuant to the Trust Agreement if: (a) the Series 2010A Credit Facility Issuer shall be in default in the due and
punctual performance of its payment obligations under the Series 2010A Credit Facility or if the Series 2010A Credit Facility for whatever reason is not then enforceable and in full
force and effect; or (b) the Series 2010A Credit Facility Issuer shall no longer insure any of the Series 2010A Certificates. SECTION 502. SUPPLEMENTAL PROVISIONS REQUIRED BY SERIES
2010A CREDIT FACILITY ISSUER. For purposes of the Series 2010A Certificates, subject to Section 501 hereof, the following provisions shall apply notwithstanding any provision to the
contrary contained in the Financing Documents, any such contrary provisions being deemed superseded hereby to the fullest extent permitted by law. [TO COME] SECTION 503. CLAIMS UPON
THE SERIES 2010A CREDIT FACILITY. This section shall apply so long as the Series 2010A Credit Facility is in full force and effect. [TO COME] SECTION 504. CONTINUING DISCLOSURE. Pursuant
to the Series 2010A Lease, the City has undertaken all responsibility for compliance with continuing disclosure requirements, and neither the Corporation nor the Trustee shall have liability
to the owners of the Series 2010A Certificates or any other person with respect to the Rule. Notwithstanding any other provision of the Trust Agreement, failure of the City to comply
with the Disclosure Agreement shall not be considered an Event of Default; however, the Trustee may (and, at the request of any Participating Underwriter or the Holders of at least 25%
aggregate principal amount of Outstanding Series 2010A Certificates and the delivery of indemnity satisfactory to the Trustee, shall) or any owner of the Series 2010A Certificates or
Beneficial Owner may take such actions as may be necessary and appropriate, including seeking mandate or specific performance by court order, to cause the City to comply with its obligations
under the Series 2010A Lease. For purposes of this Section, “Beneficial Owner” means any person which (a) has the power, directly or indirectly, to vote or consent with respect to, or
to dispose of ownership of, any Series 2010A Certificates (including persons holding Series 2010A Certificates through nominees, depositories or other intermediaries),
or (b) is treated as the owner of any Series 2010A Certificates for federal income tax purposes. Page 358 of 565
13 SECTION 505. PROVISIONS OF TRUST AGREEMENT NOT OTHERWISE MODIFIED. Except as expressly modified or amended hereby, the Trust Agreement shall remain in full force and effect. To the
extent of any conflict between the terms of the Trust Agreement and this Series 2010A Supplemental Trust Agreement, the terms hereof shall control. SECTION 506. COUNTERPARTS. This Series
2010A Supplemental Trust Agreement may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument.
SECTION 507. HEADINGS. Any heading preceding the text of the several Articles hereof, and any table of contents or marginal notes appended to copies hereof, shall be solely for convenience
of reference and shall not constitute a part of this Series 2010A Supplemental Trust Agreement, nor shall they affect its meaning, construction or effect. SECTION 508. LAWS. This Series
2010A Supplemental Trust Agreement shall be construed and governed in accordance with the laws of the State of Florida, without regard to conflict of law principles. SECTION 509. NOTICES.
Copies of all notices required to be given to a Credit Facility Issuer pursuant to the Trust Agreement shall be given to the Series 2010A Credit Facility Issuer at the following address:
Series 2010A Credit Facility Issuer: [Insurer] [Insurer Address] [Remainder of Page Intentionally Left Blank] Page 359 of 565
14 IN WITNESS WHEREOF, the parties have executed this Series 2010A Supplemental Trust Agreement by their duly authorized officers as of the date and year first written above. [SEAL]
Attest: By: Ronetta Taylor, MMC Secretary MIAMI GARDENS LEASING CORPORATION By: Shirley Gibson President [SEAL] WELLS FARGO BANK, N.A., as Trustee By: [_______________] Vice President
The City of Miami Gardens, Florida hereby consents to the execution of this Series 2010A Supplemental Trust Agreement by the parties hereto and agrees to abide by the terms applicable
to it herein. CITY OF MIAMI GARDENS, FLORIDA By: Shirley Gibson, Mayor Page 360 of 565
15 STATE OF FLORIDA ) ) SS: COUNTY OF MIAMI-DADE ) The undersigned, a Notary Public in and for the said County in the State aforesaid, do hereby certify that Shirley Gibson and Ronetta
Taylor, MMC, personally known to me to be the same persons whose names are, respectively, as President and Secretary of MIAMI GARDENS LEASING CORPORATION, a Florida not-for-profit corporation,
subscribed to the foregoing instrument, appeared before me this day in person and severally acknowledged that they, being thereunto duly authorized, signed, sealed with the seal of said
corporation, and delivered the said instrument as the free and voluntary act of said corporation and as their own free and voluntary act, for the uses and purposes therein set forth.
GIVEN under my hand and notarial seal this ____ day of November, 2010. NOTARY PUBLIC, STATE OF FLORIDA NOTARY PUBLIC SEAL OF OFFICE: (Name of Notary Public, Print, Stamp or Type as Commissioned.)
Personally known to me, or Produced identification ______________________________ (Type of Identification Produced) Page 361 of 565
16 STATE OF FLORIDA ) ) SS: COUNTY OF MIAMI-DADE ) The undersigned, a Notary Public in and for the said County in the State aforesaid, do hereby certify that [_________________] personally
known to me to be the same person whose name is, as Vice President of Wells Fargo Bank, N.A., a national banking association, subscribed to the foregoing instrument, appeared before
me this day in person and severally acknowledged that she/he, being hereunto duly authorized, signed, sealed with the seal of said association, and delivered the said instrument as the
free and voluntary act of said association and as her/his own free and voluntary act, for the uses and purposes therein set forth. GIVEN under my hand and notarial seal this _____ day
of November, 2010. NOTARY PUBLIC, STATE OF FLORIDA NOTARY PUBLIC SEAL OF OFFICE: (Name of Notary Public, Print, Stamp or Type as Commissioned.) Personally known to me, or Produced identification
______________________________ (Type of Identification Produced) MIA 181,421,671v3122872.010100 Page 362 of 565
EXHIBIT F FORM OF SERIES 2010A ASSIGNMENT AGREEMENT Page 363 of 565
This instrument was prepared by and when recorded should be returned to: Robert C. Gang, Esq. Greenberg Traurig, P.A. 1221 Brickell Avenue Miami, Florida 33131 (This space reserved for
Clerk) SERIES 2010A ASSIGNMENT AGREEMENT BETWEEN MIAMI GARDENS LEASING CORPORATION AND WELLS FARGO BANK, N.A., As Trustee Dated as of [November 1, 2010] Page 364 of 565
TABLE OF CONTENTS Page Section 1. Recitals............................................................................................................. 1 Section 2. Assignment .......................
............................................................................... 2 Section 3. Administrative Provisions................................................................................
4 Section 4. Non-Recourse................................................................................................... 5 EXHIBIT A -DESCRIPTION OF REAL ESTATE (Series 2010A Facility
Site) Page 365 of 565
1 SERIES 2010A ASSIGNMENT AGREEMENT THIS SERIES 2010A ASSIGNMENT AGREEMENT (this “Agreement”), made and entered into as of this 1st day of [November], 2010, by and between MIAMI GARDENS
LEASING CORPORATION, a not-for-profit corporation organized under the laws of the State of Florida (the “Corporation”), and WELLS FARGO BANK, N.A., a national banking association with
its designated corporate trust office in Orlando, Florida, as trustee (the “Trustee”); WITNESSETH THAT, in the joint and mutual exercise of their powers, and in consideration of $10.00
and other good and valuable consideration and the mutual covenants herein contained, the parties hereto recite and agree as follows: Section 1. -Recitals. 1.01 The City of Miami Gardens,
Florida (the “City”), and the Corporation have entered into a Master Lease Purchase Agreement dated as of [November 1, 2010] (as the same may be amended or supplemented from time to
time, the “Master Lease”), and have executed Schedule 2010A dated as of [November 1, 2010], which Master Lease together with each separate schedule constitutes a separate lease (the
“Series 2010A Lease”), with respect to certain new municipal facilities and sites and have entered into a Series 2010A Ground Lease dated as of [November 1, 2010] (as the same may be
amended or supplemented from time to time, the “Series 2010A Ground Lease”), with respect to the Series 2010A Facility Sites (hereinafter defined). 1.02 Pursuant to the Series 2010A
Lease, the City and the Corporation have agreed that there shall be acquired, constructed, installed and equipped for lease-purchase to the City certain municipal facilities as described
in Schedule 2010A to the Master Lease (the “Series 2010A Facilities”), such facilities being located on certain lands described in Exhibit A hereto (which, together with the improvements
thereon are hereinafter collectively referred to as the “Series 2010A Facility Sites”). Schedule 2010A sets forth Lease Payments (collectively, the “Series 2010A Lease Payments”) to
be paid by the City for the Series 2010A Facilities. The City has agreed to lease-purchase the Series 2010A Facilities from the Corporation. 1.03 The Corporation and the Trustee have
entered into a Master Trust Agreement dated as of [November 1, 2010], as supplemented by a Series 2010A Supplemental Trust Agreement dated as of [November 1, 2010] (as the same may be
further amended or supplemented from time to time, the “Trust Agreement”), which acknowledges and contemplates the execution of this Agreement in conjunction therewith. This Agreement
is made for the purpose of enabling the Trustee to act as lessor under the Series 2010A Lease. 1.04 The Corporation desires to sell, assign and convey all of its right, title and interest
as lessee of the Series 2010A Facility Sites under the Series 2010A Ground Lease, and as sublessor of the Series 2010A Facility Sites and lessor of the Series 2010A Facilities under
the Series 2010A Lease (except for its right to indemnification under Section 5.7 of the Master Lease, its right to hold hold title to certain of the Series 2010A Facilities under Section
6.1 of the Master Lease, and Section 4 of the Series 2010A Ground Lease and its right to receive notices under the Master Lease), to the Trustee for the benefit of the owners of an undivided
proportionate interest in the Basic Lease Payments payable under the Series 2010A Lease, as their interests may appear (collectively, the “Certificates”). 1.05 The Trustee is willing
to accept this assignment on the terms and conditions hereinafter provided. Page 366 of 565
2 1.06 Each of the parties has authority to enter into this Agreement and has taken all actions necessary to authorize its execution by the officers signing it. All terms capitalized
but not defined herein shall have the meanings given to them in the Trust Agreement and the Series 2010A Lease. Section 2. -Assignment. 2.01 The Corporation hereby absolutely and unconditionally
sells, assigns and conveys to the Trustee, without recourse, for the benefit of all of the owners of Certificates, as their interests may appear, all of its right, title and interest
under the Series 2010A Ground Lease and the Series 2010A Lease (except for its right to indemnification under Section 5.7 of the Master Lease, its right to hold title to certain of the
Series 2010A Facilities under Section 6.1 of the Master Lease, and Section 4 of the Series 2010A Ground Lease and its rights to receive notices under the Master Lease), including, without
limitation, all Series 2010A Lease Payments and other amounts required to be paid by the the City under the Series 2010A Lease. Said assignment is absolute and unconditional and the
Corporation shall have no right to receive or recover the right, title and interest herein assigned. Said assignment is not given as additional security and is not intended to be nor
shall it be construed to be a mortgage, or other security agreement of any nature whatsoever, and the Corporation will hereafter have no further right or interest or claims in and to
the right, title and interest herein assigned, or any part thereof, or the interest or profits and other proceeds that may be derived therefrom of any kind whatsoever. Accordingly, upon
execution of this Agreement, the Corporation shall deliver to the Trustee executed counterparts of the Series 2010A Ground Lease and the Series 2010A Lease. Delivery to the Trustee of
such documents shall make the sale, assignment and conveyance of the Series 2010A Ground Lease and the Series 2010A Lease herein made, complete and effective for all purposes. Title
to the Series 2010A Facility Sites shall remain vested in the City throughout their Lease Terms; title to the Series 2010A Facilities shall remain vested in the Corporation throughout
their Lease Term; provided, however, that upon termination of the Lease Terms as a result of nonappropriation or default pursuant to Section 4.1(b) or 4.1(c) of the Master Lease, the
Corporation shall, upon request of the Trustee, transfer title to such Series 2010A Facilities to the Trustee, or to any Permitted Transferee designated by the Trustee. 2.02 With respect
to the sale, assignment and conveyance of the rights and interests contemplated hereunder to the Trustee, the Corporation represents, warrants and covenants to and with the Trustee and
the owners of Certificates, that, upon the date of execution of this Agreement and the effective date of the sale, assignment and conveyance of the Corporation’s rights under the Series
2010A Ground Lease and the Series 2010A Lease, the facts stated below are and will be true and correct: A. The Corporation is a not-for-profit corporation duly organized, validly existing
and in good standing under the laws of the State of Florida, with corporate powers and authority to own its property and carry on its business as now being conducted, and is qualified
wherever necessary to perform its obligations under the Series 2010A Ground Lease, the Series 2010A Lease, the Trust Agreement and this Agreement. B. The Corporation has full power,
authority and legal right to enter into and perform its obligations under the Series 2010A Ground Lease, the Series 2010A Lease, the Trust Agreement and this Agreement; the execution,
delivery and performance of the Series 2010A Ground Lease, the Series 2010A Lease, the Trust Agreement and this Agreement by the Corporation have been duly authorized by all necessary
corporate actions on the part of the Corporation, and all required approvals and consents have heretofore been duly obtained; and the Series 2010A Ground Lease, the Series 2010A Lease,
this Agreement and the Trust Agreement are in full force and effect. Page 367 of 565
3 C. The execution, delivery and performance of the Series 2010A Ground Lease, the Series 2010A Lease, the Trust Agreement and this Agreement do not contravene any provision of the Articles
of Incorporation or Bylaws of the Corporation, and do not and will not conflict with, violate or result in any breach of or constitute a default under any agreement or instrument to
which the Corporation is a party or by which it or any of its property is bound or any constitutional or statutory provision, or order, rule, regulation, decree or ordinance of any Federal
or State court, government or governmental body having jurisdiction over the Corporation or any of its properties and by which the Corporation or any of its property is bound. D. The
Series 2010A Ground Lease, the Series 2010A Lease, this Agreement and the Trust Agreement are in full force and effect and the Corporation is not in default thereunder; the Series 2010A
Ground Lease, the Series 2010A Lease, this Agreement and the Trust Agreement are legal, valid and binding obligations of the Corporation, enforceable against the Corporation in accordance
with their respective terms, all such enforcement being subject to certain laws relating to bankruptcy, reorganization, moratorium and creditors’ rights generally, and to principles
of equity in the event that equitable remedies are sought. E. The Series 2010A Ground Lease and the Series 2010A Lease delivered to the Trustee are duly executed duplicate originals
and, together with all Exhibits thereto, comprise the entire writing, obligation and agreement between the Corporation and City respecting the Series 2010A Facility Sites and the Series
2010A Facilities. F. The Corporation has complied and will at all times hereafter comply with and duly perform its obligations under the Series 2010A Ground Lease, the Series 2010A Lease,
the Trust Agreement and this Agreement. G. Except as disclosed in the Offering Statement with respect to the Series 2010A Certificates and in any other disclosure document for any other
Series of Certificates, there is no pending or, to the knowledge of the Corporation, threatened action, suit, proceeding, inquiry or investigation, at law or in equity, before or by
any court or governmental agency in any way affecting the ability of the Corporation to perform its obligations under the Series 2010A Ground Lease, the Series 2010A Lease, the Trust
Agreement or this Agreement. H. The Series 2010A Ground Lease and the Series 2010A Lease being herein assigned are free and clear of all claims, liens, security interests and encumbrances
arising through any act or omission of the Corporation or any person claiming by, through or under it, except the rights of the City under the Series 2010A Lease and the Series 2010A
Ground Lease, including the fact that fee title to the Series 2010A Facility Sites is vested in the City. 2.03 Except as otherwise set forth in Section 2.01, from and after the date
of delivery to the Trustee of this Agreement, the Corporation shall have no further rights or interest under under the Series 2010A Ground Lease or the Series 2010A Lease or in any Series
2010A Lease Payments or other moneys due with respect thereto or to become due under the Series 2010A Lease. 2.04 The Corporation agrees to execute and deliver to the Trustee upon request
by the Trustee, any documents deemed necessary by the Trustee to further evidence or perfect the assignment and conveyance herein made with respect to the Series 2010A Ground Lease and
the Series 2010A Lease. 2.05 The Corporation hereby irrevocably constitutes and appoints the Trustee, its successors and assigns, as its lawful attorney, with full power of substitution
and resubstitution, to collect and to sue on behalf of the Corporation in the name of the Corporation or otherwise in any court for any Series Page 368 of 565
4 2010A Lease Payments or other amounts due under the Series 2010A Lease, or any part thereof, to withdraw or settle any claims, suits or proceedings pertaining to or arising out of
the Series 2010A Lease upon any terms, all without the assent of the Corporation; and, further, to take possession of and to endorse in the name of the Corporation any instrument for
the payment of moneys received on account of the Series 2010A Lease Payments or other amounts due under the Series 2010A Lease. 2.06 The Corporation agrees that it will authorize and
direct the City to pay to the Trustee, its successors and assigns, all Series 2010A Lease Payments and all other amounts coming due under the Series 2010A Lease. 2.07 Upon request of
the Trustee, the Corporation agrees to cooperate in the Trustee’s efforts to collect and cause to be remitted to the Trustee any Series 2010A Lease Payment or other amount. 2.08 In the
event the Corporation receives notice from the City that it will exercise its option under Section 7.2 of the Master Lease to prepay the Series 2010A Lease Payments to become due thereunder
or that the Series 2010A Lease will not be renewed as a result of any event of nonappropriation under the Leases, the Corporation shall notify the Trustee of this fact in writing no
later than five Business Days after such receipt provided, however, that failure to provide such notice shall not create any liability on the part of the Corporation. Section 3. Administrative
Provisions. 3.01 This Agreement shall be construed and governed in accordance with the laws of the State of Florida. 3.02 Any provision of this Agreement found to be prohibited by applicable
laws shall be ineffective only to the extent of such prohibition, and shall not invalidate the remainder of this Agreement. 3.03 This Agreement may not be amended without the prior written
consent of each Credit Facility Issuer securing a Series of Certificates representing an undivided proportionate interest in a portion of the Basic Lease Payments payable under the Series
2010A Lease. In the event that there is no Credit Facility Issuer, except as otherwise provided herein, the consent of the Holders of at least a majority in principal amount of the Certificates
Outstanding who are affected by such amendment shall be required. Notwithstanding the foregoing, this Agreement may be amended without the prior written consent of the Credit Facility
Issuer or the consent of the Holders of Certificates if the purpose for such amendment does not require consent pursuant to the Series 2010A Lease including, without limitation, Section
9.4 of Master Lease, and the Corporation is authorized to execute any such amendments from time to time and to record such amendments in the Official Public Records of Miami-Dade County,
Florida. Copies of all amendments hereto shall be provided to the Trustee and each Credit Facility Issuer securing a Series of Certificates representing an undivided proportionate interest
in a portion of the Basic Lease Payments payable under the Series 2010A Lease. 3.04 This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective
successors and assigns. 3.05 This Agreement may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the
same Agreement. Page 369 of 565
5 Section 4. Non-Recourse. 4.01 The assignment contained in this Agreement is agreed to be non-recourse with respect to the Corporation and the Corporation shall have no liability to
the Trustee, or any Certificate holders hereunder with respect to the occurrence of any event of default by the City under the Series 2010A Lease whether such default consists of failure
to pay moneys, breach of covenant or otherwise; provided, however, that nothing contained in this Section 4 shall excuse the Corporation from performance of its obligations under Section
2.04 through 2.08 hereof. All covenants, stipulations, promises, agreements and obligations of the parties hereto contained in this Agreement shall be deemed to be the covenants, stipulations,
promises, agreements and obligations of the parties hereto, respectively, and not of any member, officer, employee or agent of the parties hereto in an individual capacity, and no recourse
shall be had for the assignment effected by Section 2 hereof or for any claim based based thereon under this Agreement against any member, officer, employee or agent of the parties hereto.
[Remainder of Page Intentionally Left Blank] Page 370 of 565
6 IN WITNESS WHEREOF, the parties hereto have executed this Assignment Agreement on the date set forth below their respective signatures and as of the day and year first written above.
[SEAL] Attest: By: Ronetta Taylor, MMC Secretary MIAMI GARDENS LEASING CORPORATION By: Shirley Gibson President [SEAL] WELLS FARGO BANK, N.A., as Trustee By: [_______________] Vice President
Page 371 of 565
7 STATE OF FLORIDA ) ) SS: COUNTY OF MIAMI-DADE ) The undersigned, a Notary Public in and for the said County in the State aforesaid, do hereby certify that Shirley Gibson and Ronetta
Taylor, MMC, personally known to me to be the same persons whose names are, respectively, as President and Secretary of MIAMI GARDENS LEASING CORPORATION, a Florida not-for-profit corporation,
subscribed to the foregoing instrument, appeared before me this day in person and severally acknowledged that they, being thereunto duly authorized, signed, sealed with the seal of said
corporation, and delivered the said instrument as the free and voluntary act of said corporation and as their own free and voluntary act, for the uses and purposes therein set forth.
GIVEN under my hand and notarial seal this ____ day of [November], 2010. NOTARY PUBLIC, STATE OF FLORIDA NOTARY PUBLIC SEAL OF OFFICE: (Name of Notary Public, Print, Stamp or Type as
Commissioned.) Personally known to me, or Produced identification ______________________________ (Type of Identification Produced) Page 372 of 565
8 STATE OF FLORIDA ) ) SS: COUNTY OF MIAMI-DADE ) The undersigned, a Notary Public in and for the said County in the State aforesaid, do hereby certify that [_________________] personally
known to me to be the same person whose name is, as Vice President of Wells Fargo Bank, N.A., a national banking association, subscribed to the foregoing instrument, appeared before
me this day in person and severally acknowledged that she/he, being hereunto duly authorized, signed, sealed with the seal of said association, and delivered the said instrument as the
free and voluntary act of said association and as her/his own free and voluntary act, for the uses and purposes therein set forth. GIVEN under my hand and notarial seal this ____ day
of [November], 2010. NOTARY PUBLIC, STATE OF FLORIDA NOTARY PUBLIC SEAL OF OFFICE: (Name of Notary Public, Print, Stamp or Type as Commissioned.) Personally known to me, or Produced
identification ______________________________ (Type of Identification Produced) Page 373 of 565
A-1 EXHIBIT A DESCRIPTION OF REAL ESTATE (Series 2010A Facility Sites) Tract "A", of CITIZENS NATIONAL TRACT, according to the Plat thereof, as recorded in Plat Book 84, at Page(s) 8,
of the Public Records of Miami-Dade County, Florida. MIA 181,270,461v2122872.010100 Page 374 of 565
EXHIBIT G FORM OF PURCHASE CONTRACT Page 375 of 565
JACK_1870339.3 F&L Draft of 9/9/10 $___________ CERTIFICATES OF PARTICIPATION, SERIES 2010A-1 Evidencing Undivided Proportionate Interests of the Owners thereof in Basic Lease Payments
to be made by the CITY OF MIAMI GARDENS, FLORIDA As Lessee, Pursuant to a Master Lease Purchase Agreement with Miami Gardens Leasing Corporation, as Lessor, $___________ CERTIFICATES
OF PARTICIPATION, SERIES 2010A-2 (Federally Taxable-Build America Bonds-Direct Payment) Evidencing Undivided Proportionate Interests of the Owners thereof in Basic Lease Payments to
be made by the CITY OF MIAMI GARDENS, FLORIDA As Lessee, Pursuant to a Master Lease Purchase Agreement with Miami Gardens Leasing Corporation, as Lessor, CONTRACT OF PURCHASE October
__, 2010 City of Miami Gardens, Florida Building 5, Suite 200 1515 NW 167th Street Miami Gardens, Florida 33169 Miami Gardens Leasing Corporation c/o City of Miami Gardens Building 5,
Suite 200 1515 NW 167th Street Miami Gardens, Florida 33169 Ladies and Gentlemen: The undersigned, Loop Capital Markets LLC (the “Underwriter”), hereby offers to enter into this Contract
of Purchase (the “Contract of Purchase”) with the City of Miami Gardens, Florida (the “City”), which, upon acceptance of this offer by the City and approval by Miami Gardens Leasing
Corporation, a Florida not-for-profit corporation (the “Corporation”), will be binding upon the City, the Corporation and the Underwriter. This offer is made subject to acceptance by
the City and approval by the Corporation by execution of this Contract of Purchase prior to 11:00 a.m., New York City time, on the date Page 376 of 565
2 hereof, and, if not so accepted, will be subject to withdrawal by the Underwriter upon written notice to the City at any time prior to acceptance hereof by the City. The Underwriter
represents that it is authorized to enter into this Contract of Purchase and that it is authorized to execute this Contract of Purchase and to take any other actions which may be required
of it hereby. All capitalized terms not otherwise defined herein shall have the same meanings as set forth in the Offering Statement (as defined herein). 1. Purchase and Sale of Certificates
(a) Subject to the terms and conditions and upon the basis of the representations, warranties and covenants hereinafter set forth, the Underwriter hereby agrees to purchase from the
City, and the City hereby agrees to cause Wells Fargo Bank, N.A., as trustee (in such capacity, the “Trustee”) to issue and deliver to the Underwriter on the Closing Date (as defined
herein), all (but not less than all) of the (i) $___________ aggregate principal amount of Certificates of Participation, Series 2010A-1 Evidencing Undivided Proportionate Interests
of the Owners thereof in Basic Lease Payments to be made by the City of Miami Gardens, Florida, as Lessee, Pursuant to a Master Lease Purchase Agreement with Miami Gardens Leasing Corporation,
as Lessor (the “Series 2010A-1 Certificates”), at the aggregate purchase price of $_________, which reflects the original aggregate principal amount of the Series 2010A-1 Certificates,
being $___________ [plus/less] net original issue [premium/discount] of $_________ and less an Underwriter’s discount of $__________, and (ii) $___________ aggregate principal amount
of Certificates of Participation, Series 2010A-2 (Federally Taxable-Build America Bonds-Direct Payment) Evidencing Undivided Proportionate Interests of the Owners thereof in Basic Lease
Payments to be made by the City of Miami Gardens, Florida, as Lessee, Pursuant to a Master Lease Purchase Agreement with Miami Gardens Leasing Corporation, as Lessor (the “Series 2010A-2
Certificates”), at the aggregate purchase price of $_________, which reflects the original aggregate principal amount of the Series 2010A-1 Certificates, being $___________ [plus/less]
net original issue [premium/discount] of $_________ and less an Underwriter’s discount of $__________. The Series 2010A-1 Certificates and the Series 2010A-2 Certificates are hereinafter
referred to collectively as the “Series 2010A Certificates.” The Series 2010A Certificates shall bear interest at the rates, be sold to the public at the prices or yields, mature on
the dates, and be subject to prepayment, all as set forth in Schedule I attached hereto. The Offering Statement of the City relating to the Series 2010A Certificates,
dated October __, 2010, including the cover page, inside cover page, and Appendices thereto, is hereinafter referred to as the “Offering Statement.” The Underwriter agrees to make a
bona fide public offering of the Series 2010A Certificates, solely pursuant to the Offering Statement, at the initial offering prices set forth in the Offering Statement, reserving,
however, the right to change such initial offering prices as the Underwriter shall deem necessary in connection with the marketing of the Series 2010A Certificates and to offer and sell
the Series 2010A Certificates to certain dealers (including dealers depositing the Series 2010A Certificates into investment trusts) at concessions to be determined by the Underwriter.
The Underwriter also reserves the right to overallot or effect transactions that stabilize or maintain the market prices of the Series 2010A Certificates at levels above that which might
otherwise prevail in the open market and to discontinue such stabilizing, if commenced, at any time. Page 377 of 565
3 (b) The Series 2010A Certificates shall be executed and delivered pursuant to the authority of the Charter of the City, the Constitution of the State of Florida, Chapter 166, Florida
Statutes, as amended, and other applicable provisions of law (collectively, the “Enabling Legislation”), and pursuant to an ordinance adopted by the City on July 28, 2010 (the “Ordinance”),
a resolution adopted by the City on September __, 2010 (the “Resolution”) and a resolution adopted by the Corporation on September __, 2010 (the “Corporation Resolution”); and evidenced
and secured, as applicable, by the following documents (collectively, the “Financing Documents”): (i) a Master Trust Agreement, dated as of November 1, 2010 (the “Master Trust Agreement”),
by and between the Corporation and the Trustee; (ii) a Series 2010A Supplemental Trust Agreement, dated as of November 1, 2010 (the “Series 2010A Supplemental Trust Agreement” and, together
with the Master Trust Agreement, the “Trust Agreement”), by and between the Corporation and the Trustee; (iii) a Master Lease Purchase Agreement, dated as of November 1, 2010 (the “Master
Lease”), by and between the City and the Corporation, as supplemented by Schedule 2010A, dated as of November 1, 2010 (“Schedule 2010A” and collectively with the Master Lease, the “Series
2010A Lease”); (iv) the Series 2010A Ground Lease by and between the City and the Corporation dated as of November 1, 2010 (the “Ground Lease”); (v) the Series 2010A Assignment Agreement
by and between the Corporation and the Trustee dated as of November 1, 2010 (the “Assignment Agreement”); (vi) the Continuing Disclosure Certificate, executed and delivered by the City,
for the benefit of the holders of the Series 2010A Certificates (the “Continuing Disclosure Agreement”). Pursuant to the Assignment Agreement, the Corporation will irrevocably assign
to the Trustee for the benefit of the registered owners of the Series 2010A Certificates substantially all of the Corporation’s right, title and interest in and to the Ground Lease and
the Series 2010A Lease, respectively, including its right to receive Basic Lease Payments and all other amounts due under the Series 2010A Lease. The Underwriter has delivered to the
City a letter containing the further information required by Section 218.385(6) of the Florida Statutes, which letter is in the form attached hereto as Schedule II. (c) The Series 2010A
Certificates are being executed and delivered for the purpose of providing funds sufficient to: (i) finance and, in some cases, refinance a portion of the cost of acquisition and construction
of certain real property and improvements (as more particularly described in the Offering Statement, the “Series 2010A Facilities”), and (ii) paying costs associated with the issuance
of the Series 2010A Certificates[, including premium for the Page 378 of 565
4 financial guaranty insurance policy relating to the Series 2010A Certificates (the “Policy”)], all as more specifically described in the Offering Statement. The Series 2010A Certificates
will evidence undivided proportionate interests in the Basic Lease Payments to be made by the City under the Series 2010A Lease, as described in the Offering Statement. The Series 2010A
Certificates will be secured by and payable from the Trust Estate established under the Trust Agreement. (d) Prior to the date hereof, the City and the Corporation have provided to the
Underwriter for its review a Preliminary Offering Statement, dated October __, 2010 (the “Preliminary Offering Statement”) relating to the Series 2010A Certificates. The Preliminary
Offering Statement has been prepared for use in connection with the public offering, sale and distribution of the Series 2010A Certificates by the Underwriter. As of its date, the Preliminary
Offering Statement was “deemed final” (except for permitted omissions) by the City for purposes of Rule 15c2-12 under the Securities Exchange Act of 1934, as amended (“Rule 15c2-12”),
and the Underwriter was and is authorized to use the Preliminary Offering Statement in its marketing efforts. (e) On or before the Closing Date, the City shall deliver, or cause to be
delivered, to the Underwriter executed copies of the final Offering Statement, substantially in the form of the Preliminary Offering Statement, executed on behalf of the City by the
Mayor or Vice Mayor. The City shall deliver, or cause to be delivered, to the Underwriter the Offering Statement in sufficient quantity for the Underwriter to comply with the rules of
the Municipal Securities Rulemaking Board and Rule 15c2-12 no later than seven (7) business days after the execution of this Contract of Purchase and in sufficient time to accompany
any confirmation that requests payment from any customer of the Underwriter not later than three (3) business day prior to the Closing Date. Delivery of such copies of the printed Offering
Statement within such seven (7) business day period shall constitute the City’s representation that such printed Offering Statement is complete as of the date of its delivery. (f) The
City authorizes the Underwriter to use and distribute copies of the Offering Statement, the information contained therein, the Continuing Disclosure Agreement and copies of the Ordinance,
the Resolution, the Corporation Resolution and Financing Documents in connection with the public offering and sale of the Series 2010A Certificates. The City agrees not to supplement
or amend or cause to be supplemented or amended the Ordinance or the Resolution at any time prior to the Closing (as defined herein), without the consent of the Underwriter. The Corporation
agrees not to supplement or amend or cause to be supplemented or amended the Corporation Resolution at any time prior to the Closing (as defined herein), without the consent of the Underwriter.
(g) The City agrees to deliver or cause to be delivered to the Underwriter such reasonable reasonable quantities of each of the printed Preliminary Offering Statement and printed Offering
Statement and such reasonable quantities of the Ordinance, the Resolution, the Corporation Resolution and the Financing Documents as the Underwriter may request for use in connection
with the offering and sale of the Series 2010A Certificates. The City and the Corporation hereby authorize the Underwriter to use the forms or copies of the Offering Statement and the
information contained therein and the Ordinance, the Resolution, the Corporation Resolution and Page 379 of 565
5 the Financing Documents in connection with the public offering and sale of the Series 2010A Certificates, and the City ratifies and confirms its authorization of the distribution and
use by the Underwriter prior to the date hereof of the Preliminary Offering Statement in connection with such public offering and sale. (h) Upon receipt by the Underwriter of the Series
2010A Certificates, an executed copy of each of the Financing Documents, an executed copy of the Offering Statement, an executed copy of the Continuing Disclosure Agreement and an executed
copy of the Contract of Purchase, and subject to the other conditions set forth herein, the Underwriter agrees to purchase the Series 2010A Certificates at the Closing. (i) At or prior
to the Closing, the Underwriter will file, or cause to be filed, the Offering Statement with one or more nationally recognized municipal securities information repositories. 2. Good
Faith Check The City hereby acknowledges receipt from the Underwriter of a corporate check in the amount of $[1% of par amount of Series 2010A Certificates] (the “Good Faith Check”),
which is being delivered to the City as security for the performance by the Underwriter of its obligation to accept and pay for the Series 2010A Certificates. The City agrees not to
cash the Good Faith Check unless the Underwriter defaults on its obligations under this Contract of Purchase, for reasons other than as permitted by this Contract of Purchase. Upon compliance
by the Underwriter with its obligations under this Contract of Purchase, the Good Faith Check shall be returned to the Underwriter at the Closing. If the City does not accept this offer,
the Good Faith Check shall be immediately returned to the Underwriter. In the event of the City’s failure to deliver the Series 2010A Certificates at the Closing, or if the City or the
Corporation shall be unable at or prior to the Closing to satisfy the conditions to the obligations of the Underwriter contained herein, or if the obligations of the Underwriter shall
be terminated for any reason permitted by this Contract of Purchase, the Good Faith Check shall be immediately returned to the Underwriter. If the Underwriter fails other than for a
reason permitted hereunder to accept and pay for the Series 2010A Certificates, as herein provided, upon tender thereof by the City at the Closing, the City may cash the Good Faith Check
and retain the funds represented by such Good Faith Check as full liquidated damages, and not as a penalty, for such failure and for any and all defaults hereunder on the part of the
Underwriter, and the retention of such funds shall constitute a full release and discharge of all claims, rights and damages for such failure and for any and all such defaults, it being
understood by each of the City, the Corporation and the Underwriter that actual damages in such circumstances may be difficult or impossible to compute. 3. Closing The Closing will occur
before 11:00 a.m., New York City time, on November __, 2010 or at such other time or on such earlier or or later date as shall have been mutually agreed upon by the City and the Underwriter.
The Series 2010A Certificates shall be duly executed and delivered as fully registered certificates, with CUSIP numbers printed thereon, in the definitive form of one fully registered
Series 2010A Certificate for each stated maturity thereof and in the name(s) in Page 380 of 565
6 which The Depository Trust Company, New York, New York (“DTC”) requests that the Series 2010A Certificates be registered, and will be made available for inspection and checking by
the Underwriter at the offices of DTC, or at such other place as shall be mutually agreed upon, not later than 10:00 a.m., New York City time, on the business day prior to the Closing
Date. The Underwriter will accept such delivery and pay the purchase price of the Series 2010A Certificates in immediately available funds, payable to the City[, except that the premium
for the Policy shall be paid by the Underwriter directly to Assured Guaranty Corp. (the “Insurer”) in immediately available funds]. Payment for and delivery of the Series 2010A Certificates
as aforesaid shall be made at such place as shall be agreed upon between the City and the Underwriter. Such payment and delivery is herein called the “Closing” and the date of the Closing
is herein called the “Closing Date”. 4. Representations and Warranties of the City The City, City, by its acceptance hereof, represents, warrants and covenants to the Underwriter as
of the date hereof and as of the Closing that: (a) The City has, and on the Closing Date will have, the power under the Enabling Legislation to perform all functions required by it in
connection with the sale and delivery of the Series 2010A Certificates; (b) The City has and had, as the case may be, full legal right, power and authority: (i) to enact the Ordinance,
adopt the Resolution and to execute and deliver this Contract of Purchase, the Offering Statement, the Continuing Disclosure Agreement, the Financing Documents to which it is a party
and all other agreements contemplated thereby necessary for the sale, execution and delivery of the Series 2010A Certificates, (ii) to cause to be sold, executed and delivered the Series
2010A Certificates to the Underwriter as provided in this Contract of Purchase, (iii) to secure or cause to be secured the Series 2010A Certificates in the manner contemplated by the
Resolution and the Trust Agreement, and (iv) to carry out and consummate all other transactions contemplated by the aforesaid documents; and the City has complied as of the Closing Date
with all provisions of applicable law in all matters relating to such transactions; provided, however, that the City makes no representations as to the qualification of the Series 2010A
Certificates under the Blue Sky laws of the various jurisdictions of the United States or the legality of the Series 2010A Certificates for investment under the laws of the various jurisdictions
of the United States; (c) The City has duly enacted the Ordinance and adopted the Resolution and has duly authorized or ratified: (i) the execution and delivery of the Series 2010A Certificates
by the Trustee and the execution, delivery and due performance of this Contract of Purchase, (ii) the distribution and use of the Preliminary Offering Statement and execution, delivery
and distribution of the Offering Statement and (iii) the taking of any and all such action as may be required on the part of the City to carry out, give effect to and consummate the
transactions contemplated by such instruments. All consents or approvals necessary to be obtained by the City in connection with the foregoing have been received, and the consents or
approvals so received are still in full force and effect and will remain in effect until the Closing; provided, however, that this representation and warranty does not apply to such
approvals, consents and Page 381 of 565
7 orders as may be required under the Blue Sky or securities laws of any state in connection with the offering and sale of the Series 2010A Certificates; (d) This Contract of Purchase,
the Continuing Disclosure Agreement and the Financing Documents to which it is a party when executed and delivered (assuming due authorization, execution and delivery by the other parties
thereto), will constitute legal, valid and binding obligations of the City enforceable against the City in accordance with their respective terms, except as enforceability thereof may
be limited by bankruptcy, insolvency, moratorium or other laws affecting creditors’ rights generally or subject to the exercise of the state’s police power and to judicial discretion
in appropriate cases; (e) When delivered to the Underwriter, the Series 2010A Certificates will represent undivided proportionate interests in the Basic Lease Payments due under the
Series 2010A Lease; (f) The City has complied, or will be in compliance at Closing, in all respects with the Resolution and the Trust Agreement; (g) At the Closing (other than as described
in the Offering Statement), all approvals, consents and orders of and filings with any governmental authority or agency which would constitute a condition precedent to the issuance of
the Series 2010A Certificates or the execution and delivery of or the performance by the City of its obligations under this Contract of Purchase, the Financing Documents to which it
is a party, the Continuing Disclosure Agreement, the Series 2010A Certificates or the Resolution will have been obtained or made and any consents, approvals and orders so received or
filings so made will be in full force and effect; provided, however, that no representation is made concerning compliance with the federal securities laws or the securities or Blue Sky
laws of the various jurisdictions of the United States; (h) Other than as disclosed in the Offering Statement, the adoption or enactment, as the case may be, of and performance by the
City of the Resolution and the Ordinance and its obligations thereunder, and the authorization, execution, delivery and performance of this Contract of Purchase, the Continuing Disclosure
Agreement, the Financing Documents to which the City is a party and any other agreement or instrument to which the City is a party, used or contemplated for use in consummation of the
transactions contemplated hereby or by the Offering Statement, and, compliance with the provisions of each such instrument, do not and will not conflict with, or constitute or result
in (i) a violation of the Constitution of the State of Florida, or any existing state or federal law, administrative regulation, rule, decree or order, or (ii) a breach of or default
under a material provision of any agreement, indenture, mortgage, lease, note or other instrument to which the City, or its properties or any of the officers of the City is subject,
or (iii) the creation or imposition of any prohibited lien, charge or encumbrance of any nature whatsoever upon any of the revenues, credit, property or assets of the City under the
terms of the Constitution of the State of Florida or any law, instrument or agreement; (i) Between the time of the acceptance hereof by the City and the Closing, except as reflected
in or contemplated by the Offering Statement, the City will not have executed or issued any bonds or notes in a material amount or incurred any other material obligations or borrowed
money in a material amount, except as may be disclosed in the Offering Statement, or agreed to Page 382 of 565
8 by the Underwriter in writing, and there will not have been any adverse change of a material nature in the financial position of the City except as may be disclosed in the Offering
Statement; (j) The description of the Series 2010A Certificates in the Offering Statement conforms in all material respects to the Series 2010A Certificates; (k) The City will apply
or cause to be applied the proceeds of the Series 2010A Certificates in accordance with the Resolution and the Financing Documents and as contemplated by the Offering Statement; (l)
All proceedings of the City relating to the enactment of the Ordinance, the adoption of the Resolution, the approval and authorization of the execution and delivery of this Contract
of Purchase, the Continuing Disclosure Agreement, the Financing Documents and the Offering Statement, and the approval and authorization of the issuance and sale of the Series 2010A
Certificates were conducted at duly convened meetings of the City, with respect to which all notices were duly given to the public and at which quorums were at all material times present;
(m) The information relating to the City contained in the Offering Statement is, and as of the date of Closing such information in the Offering Statement will be, true and correct in
all material respects, and the Offering Statement does not and the Offering Statement will not contain any untrue or misleading statement of a material fact relating to the City or omit
to state any material fact relating to the City necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; (n) If, at any time
prior to the end of the Underwriting Period (as defined herein) any event occurs with respect to the City as a result of which the Preliminary Offering Statement or the Offering Statement
as then amended or supplemented might include an untrue statement of a material fact, or omit to state any material fact necessary to make the statements therein, in light of the circumstances
under which they were made, not misleading, the City shall promptly notify the Underwriter in writing of such event. Any information supplied by the City for inclusion in any amendments
or supplements to the Preliminary Offering Statement or the Offering Statement will not contain any untrue or misleading statement of a material fact relating to the City or omit to
state any material fact relating to the City necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; (o) Since September
30, 2009, the City has not been in default in the payment of principal of, premium, if any, or interest on, any material direct City indebtedness or other obligations in the nature of
material direct City indebtedness which the City has issued, assumed or guaranteed as to payment of principal, premium, if any, or interest, and the City has not entered into any contract
or arrangement of any kind which might give rise to any lien or encumbrances on the Basic Lease Payments to be be made pursuant to the Resolution and the Series 2010A Lease, other than
as described in the Offering Statement; (p) Except as is specifically disclosed in the Offering Statement, there is no action, suit, proceeding, inquiry or investigation, at law or in
equity, before or by any court, public City or body, pending or, to the best knowledge of the City, threatened against the City, which in any way questions the powers of the City to
approve and authorize the issuance and sale of the Series Page 383 of 565
9 2010A Certificates or the power of the Trustee to execute and deliver the Series 2010A Certificates, or the validity of any proceeding taken by the City in connection with the issuance
of the Series 2010A Certificates, or wherein an unfavorable decision, ruling or finding could materially adversely affect the transactions contemplated by this Contract of Purchase,
the Offering Statement, the Financing Documents or of any other document or instrument required or contemplated by the financing, or which, in any way, could adversely affect the validity
or enforceability of the Ordinance, the Resolution, the Financing Documents, the Continuing Disclosure Agreement, this Contract of Purchase or any other agreements as may be necessary
to complete the sale of the Series 2010A Certificates or, to the knowledge of the City, which in any way questions the tax-exempt status of the City or the status of the Series 2010A-2
Certificates as Build America Bonds (Direct Payment) within the meaning of Section 54AA of the Internal Revenue Code or the exclusion from gross income of the interest portion of the
Basic Lease Payments designated and paid as interest to the Series 2010A-1 Certificate holders or in any other way questions the status of the Series 2010A Certificates under federal
or state tax laws or regulations; (q) Any certificate signed by any official of the City and delivered to the Underwriter shall be deemed a representation and warranty by the City to
the Underwriter as to the truth of the statements therein contained; (r) The City will not take or omit to take any action, which action or omission will in any way cause the proceeds
from the sale of the Series 2010A Certificates to be applied in a manner other than as approved in the Resolution or Trust Agreement or which would cause a portion of the Basic Lease
Payments designated and paid as interest to the Series 2010A-1 Certificate holders to be includable in gross income for federal income tax purposes or which would cause the Series 2010A-2
Certificates to to lose their status as Build America Bonds (Direct Payment) or which would cause the Series 2010A-1 Certificates to lose their status; (s) The City will cooperate with
the Underwriter in qualifying the Series 2010A Certificates for offer and sale under the securities or Blue Sky laws of such jurisdictions of the United States as the Underwriter may
request; provided, however, that the City shall not be required to expend any funds, register as a broker or dealer, consent to suit or to service of process in any jurisdiction or comply
with any other requirement reasonably determined by the City to be unduly burdensome. The City consents to the use by the Underwriter, in the course of its compliance with the securities
or Blue Sky laws of the various jurisdictions of the United States, of the documents relating to the Series 2010A Certificates, subject to the right of the City to withdraw such consent
for cause by written notice to the Underwriter; and (t) The City has never failed to comply with any agreement to provide continuing disclosure information pursuant to Rule 15c2-12.
5. Representations and Warranties of the Corporation The Corporation, by its approval hereof, represents, warrants and covenants to the Underwriter as of the date hereof and as of date
of the Closing that: Page 384 of 565
10 (a) The Corporation is a not-for-profit corporation duly organized, incorporated, validly existing and in good standing under the laws of the State of Florida; (b) The Corporation
has full power and authority to adopt the Corporation Resolution and to enter into the Trust Agreement, the Assignment Agreement and this Contract of Purchase and to perform its obligations
thereunder and hereunder and to take all actions in carrying out and consummating the transactions contemplated thereby and by the Offering Statement and has taken any and all proceedings
and obtained, or will obtain prior to Closing, all consents and approvals required in connection therewith by any applicable law; provided, however, that this representation and warranty
does not apply to such approvals, consents and orders as may be required under the Blue Sky or securities laws of any state in connection with the offering and sale of the Series 2010A
Certificates; (c) The Corporation has duly adopted the Corporation Resolution and has authorized the execution and delivery of the Financing Documents to which it is a party and this
Contract of Purchase and all actions necessary or appropriate to carry out and consummate the transactions contemplated thereby and hereby, and, upon execution and delivery thereof by
the Corporation (and assuming due authorization, execution and delivery by the other parties thereto), the Financing Documents to which the Corporation is a party will constitute the
legal, valid and binding obligations of the Corporation enforceable in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization or other similar laws
affecting creditors’ rights and to equitable principles, and the making and performance by the Corporation of each such agreement and the taking of all actions by the Corporation in
carrying out and consummating the transactions contemplated thereby and by the Offering Statement will not, as of the date hereof and as of the date of Closing, conflict with or constitute
a breach breach of or default under any constitutional provision, applicable law or administrative rule or regulation of the State of Florida, the United States, or any department, division,
agency or instrumentality of any thereof, or any applicable court or administrative decree or order, or any loan agreement, note, resolution, indenture, contract, agreement or other
instrument to which the Corporation is a party or to which the Corporation or any of the property or assets of the Corporation are otherwise subject or bound; (d) To the best knowledge
of the Corporation, except as may be stated in the Offering Statement, there is no litigation, proceeding or investigation before or by any court, public City or body pending or threatened
against or affecting the Corporation, challenging the validity of, or in which an unfavorable decision, ruling or finding would materially adversely affect, the Financing Documents to
which the Corporation is a party, the offering of the Series 2010A Certificates as described in this this Contract of Purchase, any of the transactions contemplated by such instruments
and the Offering Statement, or the performance by the Corporation of any of its obligations thereunder or hereunder, or contesting the completeness or accuracy of the Offering Statement
or which would cause the portion of the Basic Lease Payments designated and paid as interest to the Series 2010A-1 Certificate holders to be includable in gross income for federal income
tax purposes or which would adversely affect the status of the Series 2010A-2 Certificates as Build
America Bonds (Direct Payment), nor to the best of the Corporation’s knowledge, is there any basis therefor; Page 385 of 565
11 (e) Nothing has come to the attention of the Corporation that would lead the Corporation to believe that the statements in the Offering Statement relating to the Corporation contain
an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading;
and (f) The Corporation shall cause the Trustee to execute and deliver the Series 2010A Certificates when ready for delivery. 6. Conditions of Closing The Underwriter has entered into
this Contract of Purchase in reliance on the representations and agreements of the City and the Corporation herein. The obligations of the Underwriter hereunder shall be subject to the
performance by the City and the Corporation of their obligations to be performed hereunder at or prior to the Closing, to the accuracy of and compliance with the representations, warranties
and covenants of the City and the Corporation herein, in each case as of the time of delivery of this Contract of Purchase and as of the Closing, and are also subject, in the discretion
of the Underwriter, to the following further conditions: (a) At the Closing, (i) the Ordinance, the Resolution, the Corporation Resolution, the Financing Documents, the Continuing Disclosure
Agreement and the Contract of Purchase shall be in full force and effect and shall not have been repealed, amended, modified or supplemented, except as may have been agreed to in writing
by the Underwriter, and the City or the Corporation, as the case may be, shall have executed and there shall be in full force and effect and there shall have been taken in connection
therewith and in connection with the issuance of the Series 2010A Certificates all such action as, in the opinion of Greenberg Traurig, P.A. (“Special Tax Counsel”) or Bryant Miller
and Olive P.A. (“Disclosure Counsel”) and Foley & Lardner LLP and KnoxSeaton (“Co-Counsel to the Underwriter”), shall be necessary in connection with the transactions contemplated hereby;
(ii) the Series 2010A Certificates shall have been duly authorized, executed and delivered; (iii) the Offering Statement shall not have been amended, modified or supplemented, except
as may have been agreed to in writing by the Underwriter; and (iv) the City and the Corporation shall perform or have performed all of their respective obligations under or specified
in this Contract of Purchase, the Offering Statement, the Resolution, the Corporation Resolution and the Financing Documents; (b) At or prior to the Closing Date, the Underwriter shall
have received the following: (1) the final approving opinion of Special Tax Counsel, dated the Closing Date, substantially in the form attached to the Offering Statement as Appendix
F thereto; (2) the supplemental opinion of Special Tax Counsel dated the Closing Date, in form and substance satisfactory to the Underwriter; (3) the opinion of Counsel to the City dated
the Closing Date, in form and substance satisfactory to the Underwriter; (4) the opinion of Counsel Counsel to the Corporation dated the Closing Date, in form and substance satisfactory
to the Underwriter; Page 386 of 565
12 (5) the opinion of Disclosure Counsel, dated the Closing Date, addressed to the City (with a reliance letter to the Underwriter), to the effect that prior to the termination of the
Series 2010A Lease, the Series 2010A Certificates are not subject to the registration requirements of the Securities Act of 1933, as amended, and the Resolution, the Corporation Resolution
and the Trust Agreement are exempt from qualification under the Trust Indenture Act of 1939, as amended. Such opinion shall also state that, based upon their participation in the preparation
of the Offering Statement as Disclosure Counsel and without having undertaken to determine independently the accuracy or completeness of the contents of the Offering Statement, nothing
has come to the attention of such counsel which has caused them to believe that the Offering Statement (except for the Appendices, [information provided by the Insurer or relating to
the Policy,] information relating to DTC and its book-entry only system and financial and statistical data included therein, as to which no opinion need be expressed) as of its date
contained, or as of the Closing Date contains, any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements made therein, in
light of the circumstances under which they were made, not misleading; (6) the opinion of Co-Counsel to the Underwriter, dated the Closing Date, addressed to the Underwriter, to the
effect that prior to the termination of the Series 2010A Lease, the Series 2010A Certificates are not subject to the registration requirements of the Securities Act of 1933, as amended,
and the Resolution, the Corporation Resolution and the Trust Agreement are exempt from qualification under the Trust Indenture Act of 1939, as amended. Such opinion shall also state
that, based upon their participation in the preparation of the Offering Statement as Co-Counsel to the Underwriter and without having undertaken to determine independently the accuracy
or completeness of the contents of the Offering Statement, nothing has come to the attention of such counsel which has caused them to believe that the Offering Statement (except for
the Appendices[, information provided by the Insurer or relating to the Policy], information relating to DTC and its book-entry only system and financial and statistical data included
therein, as to which no opinion need be expressed) as of its date contained, or as of the Closing Date contains, any untrue statement of a material fact or omits to state any material
fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading; (7) a certificate, dated the date of the Closing,
signed by each of the Mayor and the City Manager, to the effect that, to the best of his or her knowledge, information and belief: (i) the representations and warranties of the City
contained in the Contract of Purchase are true and correct in all material respects as of the date of the Closing as if made on the date thereof; (ii) the City has performed all obligations
to be performed hereunder as of the date of Closing; (iii) except as disclosed in the Preliminary Offering Statement and the Offering Statement, no litigation or other proceedings are
pending or to the best knowledge of the undersigned threatened against the City in any court or other tribunal, state or federal (1) restraining or enjoining or seeking to restrain or
enjoin the sale, execution or delivery of any of the Series 2010A Certificates, or (2) in any way questioning or affecting the validity of any provision of the Series 2010A Certificates,
the Ordinance, the Resolution, the Continuing Disclosure Agreement, the Financing Documents or the Contract of Purchase, or (3) in any way questioning or affecting the Page 387 of 565
13 validity of any of the proceedings or authority for the authorization, sale, execution or delivery of the Series 2010A Certificates, or of any provision, program or transaction made
or authorized for their payment, or (4) which may result in any material adverse change in the business, properties, assets or the financial condition of the City, or (5) asserting that
the Preliminary Offering Statement or the Offering Statement contains any untrue statement of a material fact or omits any material fact necessary to make the statements therein, in
light of the circumstances under which they were made, not misleading, or (6) questioning or affecting the organization, existence or powers of the City or the right of any of its officers
to their respective offices in a manner that affects the validity of the issuance of the Series 2010A Certificates (but in lieu of such certificate, the Underwriter may, in its sole
discretion, accept an opinion of Counsel to the City, acceptable to the Underwriter in form and substance, that in the opinion of such Counsel, the issues raised in any such pending
or threatened litigation are without substance or that the contentions of any plaintiffs therein are without merit); (iv) since September 30, 2009, no material adverse change has occurred
in the financial position or results of operations of the City except as set forth in or contemplated by the Offering Statement and the City has not incurred any material liabilities
other than in the ordinary course of business or as set forth in or contemplated by the Offering Statement; and (v) the Preliminary Offering Statement did not as of its date, and the
Offering Statement did not as of its date and does not as of the date of Closing, contain any untrue statement of a material fact or omit to state a material fact necessary in order
to make the statements therein, in light of the circumstances under which they were made, not misleading (provided that no opinion need be expressed with respect to the information contained
therein relating to [the Insurer, the Policy,] DTC and its book-entry only system); (8) a certificate, dated the date of the Closing, signed by the President or Vice President of the
Corporation, to the effect that, to the best of his or her knowledge, information and belief: (i) the representations and warranties of the Corporation contained in the Contract of Purchase
are true and correct in all material respects as of the date of the Closing as if made on the date thereof; (ii) the Corporation has performed all obligations to be performed hereunder
as of the date of Closing; (iii) except as disclosed in the Preliminary Offering Statement and the Offering Statement, no litigation or other proceedings are pending or to the best knowledge
of the undersigned threatened against the Corporation in any court or other tribunal, state or federal (1) restraining or enjoining or seeking to restrain or enjoin the sale, execution
or delivery of any of the Series 2010A Certificates, or (2) in any way questioning or affecting the validity of any provision of the Series 2010A Certificates, the Corporation Resolution,
the Continuing Disclosure Agreement, the Financing Documents or the Contract of Purchase, or (3) in any way questioning or affecting the validity of any of the proceedings or authority
for the authorization, sale, execution or delivery of the Series 2010A Certificates, or of any provision, program or transaction made or authorized for their payment, or (4) in any way
contesting the corporate existence or powers of the Corporation, or (5) asserting that the Preliminary Offering Statement or the Offering Statement contains any untrue statement of a
material fact or omits to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; and (v) with respect
to the information contained under the heading “THE CORPORATION”, the Preliminary Offering Statement did not as of its date, and the Offering Statement did Page 388 of 565
14 not as of its date and does not as of the date of Closing, contain any untrue statement of a material fact or omit to state a material fact which should be included therein for the
purpose for which the Preliminary Offering Statement and the Offering Statement are to be used, or which is necessary in order to make the statements therein, in light of the circumstances
under which they were made, not misleading; (9) copies of the Ordinance, the Resolution and the Corporation Resolution, certified by the City Clerk of the City and the Secretary of the
Corporation, as appropriate, as true and correct copies of the originals thereof, as currently in full force and effect and as not having been otherwise amended since their adoption
or enactment as the case may be, except as provided herein; (10) letters (which may be faxed copies at closing) from Moody’s Investors Service (“Moody’s”) and Standard & Poor’s Ratings
Services (“S&P”) confirming that they have [(i)] assigned underlying ratings of “___” and “___,” respectively, to the Series 2010A Certificates [and (ii) rated the Series 2010A Certificates
insured by the Policy “___” and “___”, respectively, on the basis of the Policy], and that such ratings are in effect on the Closing Date; (11) an opinion of counsel to Wells Fargo Bank,
N.A. (the “Bank”) dated the Closing Date and addressed to the Underwriter, the City and the Corporation to the effect that (i) the Bank is a national banking association duly organized,
validly existing and in good standing under the laws of the United States; (ii) the Bank has the corporate trust power and authority to execute and deliver, and to perform all of its
obligations under the Trust Agreement and the Assignment Agreement; (iii) the Trust Agreement and the Assignment Agreement have been duly executed and delivered by the Bank and, insofar
as the laws governing trust powers of the Bank are concerned and assuming due authorization, execution and delivery thereof by the Corporation, constitute the legal, valid and binding
agreement of the Bank, enforceable against the Bank in accordance with their respective terms, subject as to enforcement to applicable bankruptcy, reorganization, insolvency, moratorium
or other laws affecting the enforcement of creditors’ rights generally from time to time in effect and to general principles of equity; and (iv) the Series 2010A Certificates have been
executed and delivered by the Bank in accordance with the Trust Agreement; (12) executed counterparts of the Financing Documents; (13) an executed copy of the blanket letter of representations
between the City and DTC; (14) at least two copies of the Offering Statement executed by the Mayor or Vice Mayor of the City; [(15) evidence satisfactory to the Underwriter that the
Policy described in the Offering Statement has been issued by the Insurer and is in full force and effect;] [(16) an opinion of counsel to the Insurer, dated the Closing Date, addressed
to the City and the Underwriter, to the effect that: (i) the Insurer is a stock insurance Page 389 of 565
15 company duly incorporated and validly existing and in good standing under the laws of the State of New York and domiciled in the State of New York and subject to regulation by the
State of New York; (ii) the Policy has been duly executed and is a valid and binding obligation of the Insurer enforceable in accordance with its terms, subject, as to enforcement, to
bankruptcy, insolvency, reorganization, rehabilitation, and other similar laws of general applicability as to creditors rights; and (iii) the statements contained in the Preliminary
Offering Statement and Offering Statement under the caption “FINANCIAL GUARANTY INSURANCE” and in “APPENDIX F”, insofar as such statements constitute a description of the Insurer and
a summary of the Policy, accurately describe the Insurer and summarize the Policy;] (17) evidence that all necessary federal tax forms required in connection with the issuance of the
Series 2010A Certificates have been executed by the City for filing with the Internal Revenue Service; (18) 18) an executed counterpart of the Continuing Disclosure Agreement; (19) such
additional legal opinions, certificates (including such certificates as may be required by regulations of the Internal Revenue Service in order to establish the exclusion from gross
income, for federal income tax purposes, of the interest portion of the Basic Lease Payments paid to the owners of the Series 2010A-1 Certificates, which certificates shall be satisfactory
in form and substance to Special Tax Counsel) and other evidence as the Underwriter, Special Tax Counsel, Disclosure Counsel or Co-Counsel to the Underwriter may reasonably deem necessary.
(c) The representations and warranties of the City contained in Section 4 hereof and of the Corporation in Section 5 hereof shall be true on and as of the Closing Date with the same
effect as if such representations and warranties had been made on and as of the Closing Date and the City and the Corporation shall not be in default under the Contract of Purchase and
the Resolution, the Corporation Resolution, the Financing Documents, the Continuing Disclosure Agreement and the Offering Statement shall not have been amended or modified without the
consent of the Underwriter. The foregoing opinions, certificates and other evidence shall be in form and substance satisfactory to the Underwriter. If the City or the Corporation, as
the case may be, shall be unable to satisfy the conditions to the obligations of the Underwriter contained in the Contract of Purchase, or if the obligations of the Underwriter shall
be terminated for any reason permitted by the Contract of Purchase, the Contract of Purchase shall terminate and neither the Underwriter nor the City nor the Corporation shall be under
any further obligation hereunder, except as provided in Section 8 hereof and except that the Good Faith Check shall be returned to the Underwriter by the City. After the date of this
Contract of Purchase and for the period ending 25 days after the End of the Underwriting Period (but not later than 90 days after the Closing Date), (a) the City will not adopt any amendment
of, or supplement to, the Offering Statement that, after having been furnished with a copy, shall be reasonably disapproved by the Underwriter and, (b) if at any Page 390 of 565
16 time prior to Closing and within 25 days following the End of the Underwriting Period (as defined herein) any event known to the City relating to or affecting the City, the Corporation,
the City, the Resolution, the Ordinance, the Corporation Resolution, the Basic Lease Payments, the Financing Documents, the Continuing Disclosure Agreement or the Series 2010A Certificates
shall occur which might affect the correctness or completeness of any statement of a material fact contained in the Offering Statement, the City will promptly notify the Underwriter
in writing of the circumstances and details of such event. If, as a result of such event it is necessary, in the opinion of the Finance Director, the Counsel to the City, the City Manager
or his duly authorized designee, Special Tax Counsel, Disclosure Counsel, the Underwriter or Co-Counsel to the Underwriter, to amend or supplement the Offering Statement so that it does
not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made therein, in the light of the circumstances under which they
were made, not misleading, and if any such party shall have so advised the City, the City will forthwith prepare and furnish to the Underwriter a reasonable number of copies of an amendment
of or a supplement to such Offering Statement, in form and substance satisfactory to the Underwriter, which will so amend or supplement such Offering Statement so that, as amended or
supplemented, it will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the
circumstances under which they were made, not misleading. For purposes of this Contract of Purchase, the term “End of the Underwriting Period” for the Underwriter means the later of
the Closing Date or the date Underwriter does not retain directly an unsold balance of the Series 2010A Certificates for sale to the public. In the event that the End of the Underwriting
Period is a date other than the Closing Date, the Underwriter shall on the Closing Date so notify the City in writing of such fact, and thereafter shall notify the City on the date that
the underwriting period ends that such period has ended. 7. Termination of Contract of Purchase The Underwriter may terminate this Contract of Purchase, without liability therefor, by
written notification to the City, if at any time subsequent to the date of this Contract of Purchase and at or prior to the Closing: (a) The marketability of the Series 2010A Certificates
or the market price thereof, in the reasonable opinion of the Underwriter, has been materially adversely affected by an amendment to the Constitution of the United States or by any legislation
(other than any actions taken by either House of Congress on or prior to the date hereof) (i) enacted or adopted by the United States, (ii) recommended to the Congress or otherwise endorsed
for passage, by press release, other form of notice or otherwise, by the President of the United States, the Chairman or ranking minority member of the Committee on Finance of the United
States Senate or the Committee on Ways and Means of the United States House of Representatives, the Treasury Department of the United States or the Internal Revenue Service, or (iii)
favorably reported out of the appropriate Committee for passage to either House of the Congress by any full Committee of such House to which such legislation has been referred for consideration,
or by any decision of any court of the United States or by any order, rule or regulation (final, temporary or proposed) on behalf of the Treasury Department of the United States, the
Internal Revenue Service or any other authority or regulatory body of the United States, or by a release or announcement or communication issued or sent by the Treasury Department or
the Internal Page 391 of 565
17 Revenue Service of the United States, or any comparable legislative, judicial or administrative development affecting the federal tax status of the City, its property or income, obligations
of the general character of the Series 2010A Certificates, as contemplated hereby; or (b) Any legislation, rule, or regulations shall be introduced in, or be enacted or adopted by any
department or agency in the State of Florida, or a decision by any court of competent jurisdiction within the State of Florida shall be rendered which, in the reasonable opinion of the
Underwriter, materially adversely affects the market for the Series 2010A Certificates or the sale, at the contemplated offering prices, by the Underwriter of the Series 2010A Certificates;
or (c) Any amendment to the Offering Statement, the Resolution or the Financing Documents is proposed by the City or deemed necessary by Special Tax Counsel, or the Underwriter which,
in the reasonable opinion of the Underwriter, materially adversely affects the market for the Series 2010A Certificates or the sale, at the contemplated offering prices by the Underwriter
of the Series 2010A Certificates; or (d) A national or international calamity, crisis, an outbreak of war or national emergency, or an escalation of an ongoing or threatened hostility,
calamity, or crisis in which the United States is engaged or becomes engaged shall have occurred, which in the sole opinion of the Underwriter adversely affects the market for the Series
2010A Certificates or the sale, at the contemplated offering prices, by the Underwriter of the Series 2010A Certificates; or (e) Legislation shall be enacted or adopted, or any action
shall be taken by, or on behalf of, the Securities and Exchange Commission which, in the reasonable opinion of Co-Counsel to the Underwriter, has the effect of requiring the contemplated
distribution of the Series 2010A Certificates to be registered under the Securities Act of 1933, as amended, or the Resolution, the Corporation Resolution or the Trust Agreement to be
qualified under the Trust Indenture Act of 1939, as amended, and compliance therewith cannot be accomplished prior to the Closing; or (f) Legislation shall be introduced by amendment
or otherwise in or be enacted by, the House of Representatives or the Senate of the Congress of the United States, or a decision by a Court of the United States of America shall be rendered,
or a stop order, ruling, release, regulation, official statement or no-action letter by or on behalf of the Securities and Exchange Commission or any other governmental agency having
jurisdiction of the subject matter of the Series 2010A Certificates shall have been proposed, issued or made (which is beyond the control of the Underwriter or the City to prevent or
avoid) to the effect that the issuance, offering or sale of the Series 2010A Certificates, including all the underlying obligations as contemplated hereby or by the Offering Statement,
or any document relating to the issuance, offering or sale of the Series 2010A Certificates is or would be in violation of any of the federal securities laws at Closing, including the
Securities Act of 1933, as amended and then in effect, the Securities Exchange Act of 1934, as amended and then in effect, or the Trust Indenture Act of 1939, as amended and then in
effect, or with the purpose or effect of otherwise prohibiting the offering and sale of obligations of the general character of the Series 2010A Certificates, as contemplated hereby;
or Page 392 of 565
18 (g) There shall have occurred, after the signing hereof, either a financial crisis or a default with respect to the debt obligations of the City or proceedings under the federal or
State of Florida bankruptcy laws shall have been instituted by the City, in either case the effect of which, in the reasonable judgment of the Underwriter, is such as to materially and
adversely affect (i) the market price or the marketability of the Series 2010A Certificates, or (ii) the ability of the Underwriter to enforce contracts for the sale of the Series 2010A
Certificates; or (h) A general banking moratorium shall have been declared by the United States, New York or Florida authorities or a material disruption in commercial banking or securities
settlement or clearance services shall have occurred, which in the reasonable opinion of the Underwriter, materially adversely affects the market for the Series 2010A Certificates or
the sale, at the contemplated offering prices, by the Underwriter of the Series 2010A Certificates; or (i) Any national securities exchange, or any governmental authority, shall impose,
as to the Series 2010A Certificates or obligations of the general character of the Series 2010A Certificates any material restrictions not now in force, or increase materially those
now in force, with respect to the extension of credit by, or the charge to the net capital requirements of the Underwriter, or the establishment of material restrictions upon trading
of securities, including limited or minimum prices, by any governmental authority or by any national securities exchange; or (j) Legal action shall have been filed against the City or
the Corporation wherein an adverse ruling would adversely affect the transactions contemplated hereby or by the Offering Statement or the validity of the Series 2010A Certificates, the
Resolution, the Corporation Resolution, the Financing Documents, the Continuing Disclosure Agreement or this Contract of Purchase; provided, however, that as to any such litigation,
the City may request and the Underwriter may accept an opinion of Counsel to the City, Special Tax Counsel, or of other counsel acceptable to the Underwriter, that in such counsel’s
opinion the issues raised by any such litigation or proceeding are without substance or that the contentions of any plaintiffs therein are without merit; or (k) Either of the respective
[insured ratings on the Series 2010A Certificates shall have been downgraded below “___” by Moody’s or “___” by S&P or either of the respective underlying] ratings shall have been downgraded
below “___” by Moody’s or “___” by S&P or either of the ratings on the Series 2010A Certificates shall have been withdrawn, the effect of which in either case, in the opinion of the
Underwriter, is to affect materially and adversely the market prices of the Series 2010A Certificates; or trading in any securities of the City shall have been suspended on any national
securities exchange; or any proceeding shall be pending or threatened by the Securities and Exchange Commission Commission against the City; or a general suspension of trading on the
New York Stock Exchange or the American Stock Exchange or other national securities exchange shall have occurred; or (l) Any information shall have become known which, in the Underwriter’s
reasonable opinion, makes untrue, incorrect or misleading in any material respect any statement or information contained in the Offering Statement, as the information contained therein
has been supplemented or amended by other information, as of the date furnished or supplied
to the Underwriter and until the End of the Underwriting Period thereafter, or causes the Offering Page 393 of 565
19 Statement, as so supplemented or amended, to contain an untrue, incorrect or misleading statement of a material fact or to omit to state a material fact required or necessary to be
stated therein in order to make the statements made therein, in light of the circumstances under which they were made, not misleading and upon the receipt of notice of same by the City,
the City fails to promptly amend or supplement the Offering Statement in a manner which is reasonably acceptable in form and content to the Underwriter; or (m) An event occurs as a result
of which the Offering Statement, as then amended or supplemented, would include an untrue statement of a material fact or omit to state any material fact which is required or necessary
to be stated therein in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading which, in the reasonable opinion of the
Underwriter, requires an amendment or supplement to the Offering Statement and, in the reasonable opinion of the Underwriter, materially adversely affects the marketability of the Series
2010A Certificates or the contemplated offering prices thereof and upon the receipt of notice by the City, the City fails to promptly amend or supplement the Offering Statement in a
manner which is reasonably acceptable in form and content to the Underwriter. 8. Expenses (a) The City shall pay or cause to be paid all reasonable expenses incident to the performance
of its obligations under this Contract of Purchase, including, but not limited to, (i) the costs of printing or other reproduction (for distribution prior to, on or after the date of
acceptance of this Contract of Purchase) of copies of the Preliminary Offering Statement and the Offering Statement, (ii) fees and disbursements of Special Tax Counsel and Disclosure
Counsel, (iii) fees and expenses of the City’s accountants, (iv) any fees charged by investment rating agencies for the rating of the Series 2010A Certificates, (v) fees and expenses
of the Trustee, Trustee, (vi) bond insurance premiums, the expenses of travel, meals and lodging for City representatives to attend conferences with the rating agencies, investor meetings,
and pricing meetings relating to the issuance of the Series 2010A Certificates, and (vii) any fees for experts or consultants retained by the City. In the event this Contract of Purchase
shall terminate because of the default of the Underwriter, the City will, nevertheless, pay or cause to be paid, all of the expenses specified above, if liability exists therefor, and
shall accept the proceeds of the Good Faith Check as full and complete payment from the Underwriter for costs and damages incurred by the City. (b) The Underwriter shall pay all expenses
incident to their performance hereunder, including, but not limited to, (i) the fees and disbursements of Co-Counsel to the Underwriter and (ii) all other expenses incurred by them or
any of them in connection with their offering and distribution of the Series 2010A Certificates and for the the preparation, printing and separate distribution, if any, of the Blue Sky
memoranda and legal investment surveys. (c) In the event either the City or the Underwriter shall have paid obligations of the other as set forth in this Section, appropriate reimbursements
and adjustments shall be made. 9. Truth in Bonding Statement Page 394 of 565
20 The City is proposing to cause the Series 2010A Certificates to be executed and delivered for the purpose of: providing funds sufficient to (i) finance and, in some cases, refinance
a portion of the cost of acquisition and construction of certain real property and improvements (as described in the Offering Statement), and (ii) paying costs associated with the issuance
of the Series 2010A Certificates, including the premium for the Policy. This obligation is expected to be repaid over a period of approximately __ years. At a true interest cost of __%,
total interest paid over the life of the obligation will be $__________. The source of repayment or security for this proposal to execute and deliver the Series 2010A Certificates is
exclusively limited to certain Basic Lease Payments of the City. The authorization of this obligation will result in approximately $__________ (representing the average annual sinking
fund payments starting in fiscal year ____ with respect to the Series 2010A Certificates) of funds used to make Sinking Fund Payments being unavailable to the City to finance other projects
of the City each year during the term of the Series 2010A Lease or any extension thereof, subject to annual appropriation by the City. 10. Miscellaneous (a) All notices, demands, formal
actions or other communications hereunder shall be in writing and mailed, telecopied or delivered to: The City: City of Miami Gardens, Florida Attention: Finance Director Building 5,
Suite 200 1515 NW 167th Street Miami Gardens, Florida 33169 The Underwriter: Loop Capital Markets LLC Attn: Managing Director 212 S. Orange Avenue, Suite 1500 Orlando, Florida 32801
The Corporation: Miami Gardens Leasing Corporation Attention: President c/o City of Miami Gardens Building 5, Suite 200 1515 NW 167th Street Miami Gardens, Florida 33169 (or such other
addresses as may be designated in writing to the other party) (b) This Contract of Purchase will inure to the benefit of and be binding upon the parties and their successors and assigns,
and will not confer any rights upon any other person. The terms “successors” and “assigns” shall not include any purchaser of any of the Series 2010A Certificates from the Underwriter
merely because of such purchase. (c) All the representations, warranties, covenants and agreements of the City or the Corporation, as the case may be, in this Contract of Purchase shall
remain operative and in full force and effect as if made on the date hereof and the date of Closing, regardless of (i) any Page 395 of 565
21 investigation made by or on behalf of the Underwriter, or (ii) delivery of and any payment for the Series 2010A Certificates hereunder. (d) The agreements contained in Sections 2
and 8 hereof shall survive any termination of this Contract of Purchase. (e) Section headings have been inserted in this Contract of Purchase as a matter of convenience of reference
only, and it is agreed that such section headings are not a part of this Contract of Purchase and will not be used in the interpretation of any provisions of this Contract of Purchase.
(f) If any provision of this Contract of Purchase shall be held or deemed to be, or shall in fact be, invalid, inoperative or unenforceable as applied in any particular case in any jurisdiction
or jurisdictions because it conflicts with any provisions of any constitution, statute, or rule of public policy, or for any other reasons, such circumstances shall not have the effect
of rendering the provision in question invalid, inoperative or unenforceable in any other case case or circumstances, or of rendering any other provision or provisions of this Contract
of Purchase invalid, inoperative or unenforceable to any extent whatever. (g) This Contract of Purchase encompasses the entire agreement of the parties, and supersedes all previous understandings
and agreements between the parties hereto, whether oral or written. (h) This Contract of Purchase may be executed in several counterparts, each of which shall be regarded as an original
and all of which shall constitute one and the same document. (i) This Contract of Purchase shall be governed by and construed in accordance with the laws of the State of Florida. (j)
This Contract of Purchase shall become effective upon the execution and the acceptance hereof by the City through its Mayor and approval by the Corporation and shall be valid and enforceable
at the time of such acceptance and approval. Page 396 of 565
Very truly yours, LOOP CAPITAL MARKETS LLC By: Margaret Lezcano, Managing Director Accepted and agreed to as of the date first above written: CITY OF MIAMI GARDENS, FLORIDA By: Shirley
Gibson, Mayor Approved as of the date first above written: MIAMI GARDENS LEASING CORPORATION By: Shirley Gibson, President [Contract of Purchase -Series 2010A Certificates] Page 397
of 565
Schedule I-1 SCHEDULE I SERIES 2010A CERTIFICATE TERMS Aggregate principal amount: $___________ Dated: Date of Delivery Due: ____ 1, as shown below Series 2010A-1 Certificates MATURITIES,
AMOUNTS, INTEREST RATES, YIELDS AND PRICES $__________ Serial Series 2010-A-1 Certificates Maturity (______ 1) Principal Amount Interest Rate Yield Price $__________ ____% Series 2010A-1
Term Certificates maturing _______ 1, ___ Yield ____% -Price ________ $__________ ____% Series 2010A-1 Term Certificates maturing _______ 1, ___ Yield ____% -Price ________ Series 2010A-1
Prepayment Provisions Page 398 of 565
Schedule I-2 Series 2010A-2 Certificates MATURITIES, AMOUNTS, INTEREST RATES, YIELDS AND PRICES $__________ Serial Series 2010-A-2 Certificates Maturity (______ 1) Principal Amount Interest
Rate Yield Price $__________ ____% Series 2010A-2 Term Certificates maturing _______ 1, ___ Yield ____% -Price ________ $__________ ____% Series 2010A-2 Term Certificates maturing _______
1, ___ Yield ____% -Price ________ Series 2010A-2 Prepayment Provisions Page 399 of 565
Schedule II-1 SCHEDULE II DISCLOSURE LETTER October __, 2010 City of Miami Gardens, Florida Building 5, Suite 200 1515 NW 167th Street Miami Gardens, Florida 33169 Re: $___________ CERTIFICATES
OF PARTICIPATION, SERIES 2010A-1 Evidencing Undivided Proportionate Interests of the Owners thereof in Basic Lease Payments to be made by the CITY OF MIAMI GARDENS, FLORIDA As Lessee,
Pursuant to a Master Lease Purchase Agreement with Miami Gardens Leasing Corporation, as Lessor, $___________ CERTIFICATES OF PARTICIPATION, SERIES 2010A-2 (Federally Taxable-Build America
Bonds-Direct Payment) Evidencing Undivided Proportionate Interests of the Owners thereof in Basic Lease Payments to be made by the CITY OF MIAMI GARDENS, FLORIDA As Lessee, Pursuant
to a Master Lease Purchase Agreement with Miami Gardens Leasing Corporation, as Lessor, Ladies and Gentlemen: In connection with the proposed issuance of the above captioned certificates
of participation (the “Series 2010A Certificates”), Loop Capital Markets LLC (the “Underwriter”) has offered to underwrite a public offering of the Series 2010A Certificates. Arrangements
for underwriting the Series 2010A Certificates will include a Contract of Purchase between City of Miami Gardens, Florida (the “City”), Miami Gardens Leasing Corporation (the “Corporation”)
and the Underwriter, dated October __, 2010, which will embody the negotiations in respect thereof. The Underwriter hereby makes the following disclosures to the City. The Underwriter
is acting as an investment banker to the City for the public offering of the Series 2010A Certificates, executed and delivered in the aggregate principal amount of $___________. The
total fee to be paid to the Underwriter pursuant to the Contract of Purchase is $_________. Page 400 of 565
Schedule II-2 1. Expenses estimated to be incurred by the Underwriter in connection with the issuance of the Series 2010A Certificates: Underwriter’s Expenses $/1,000 Amount Underwriter’s
Counsel Fees $ $ State Municipal Advisory Fee CUSIP Fees DTC Out-of-Pocket Expenses Total* $ $ _________ * Numbers may not agree to total due to rounding. 2. Names, addresses and estimated
amounts of compensation of any person who is not regularly employed by, or not a partner or officer of, an underwriter, bank, banker or financial consultant or advisor and who enters
into an understanding with either the City or the Underwriter, directly, expressly or impliedly, to act solely as an intermediary between the City and the Underwriter for the purpose
of influencing any transaction in the purchase of the Series 2010A Certificates: None 3. The amount of underwriting spread expected to be realized: $/1,000 Amount Average Takedown: $
$ Expenses: Total $ $ 4. Any other fee, bonus and other compensation estimated to be paid by the the Underwriter in connection with the Series 2010A Certificates to any person not regularly
employed or retained by the Underwriter: None Page 401 of 565
Schedule II-3 5. The name and address of the Underwriter connected with the Series 2010A Certificates: Loop Capital Markets LLC 212 S. Orange Avenue, Suite 1500 Orlando, Florida 32801
Very truly yours, LOOP CAPITAL MARKETS LLC By: Margaret Lezcano, Managing Director Page 402 of 565
EXHIBIT H FORM OF PRELIMINARY OFFERING STATEMENT Page 403 of 565
{25742/001/00465148.DOCv5}___________________________ *Preliminary, subject to change. BMO Draft #3 9/16/2010 PRELIMINARY OFFERING STATEMENT DATED _____, 2010 NEW ISSUE -BOOK-ENTRY ONLY
RATINGS: (See “RATINGS” herein) In the opinion of Special Tax Counsel, under existing statutes, regulations, rulings and court decisions and assuming continuing compliance with certain
covenants and the accuracy of certain representations, (a) the portion of the Basic Lease Payments designated and paid as interest to the Series 2010A-1 Certificate holders will be excludable
from gross income for federal income tax purposes, (b) the portion of the Basic Lease Payments designated and paid as interest to the Series 2010A-1 Certificate holders will not be an
item of tax preference for purposes of the federal alternative minimum tax imposed on individuals and corporations and such portion of Basic Lease Payments will not be taken into account
in determining adjusted current earnings for the purpose of computing the alternative minimum tax imposed on certain corporations, and (c) the Series 2010A-1 Certificates and the portion
of the Basic Lease Payments designated and paid as interest to the owners of the Series 2010A-1 Certificates will not be subject to taxation under the laws of the State of Florida, except
as to estate taxes and taxes under Chapter 220, Florida Statutes, on interest, income or profits on debt obligations owned by corporations as defined therein. In the opinion of Special
Tax Counsel, (a) the portion of the Basic Lease Payments designated and paid as interest to the Series 2010A-2 Certificate holders will not be excludable from gross income for federal
income tax purposes and (b) the Series 2010A-2 Certificates and the portion of the Basic Lease Payments designated and paid as interest to the owners of the Series 2010A-2 Certificates
will not be subject to taxation under the laws of the State of Florida, except as to estate taxes and taxes under Chapter 220, Florida Statutes, on interest, income or profits on debt
obligations owned by corporations as defined therein. No opinion is expressed with respect to the Federal income tax consequences or State tax consequences of any payments received with
respect to the Series 2010A-1 Certificates and Series 2010A-2 Certificates following termination of the Master Lease as a result of non-appropriation of funds or the occurrence of an
event of default thereunder. See “TAX MATTERS” herein for a description of certain other federal tax consequences of ownership of the Series 2010A Certificates. $__________* CERTIFICATES
OF PARTICIPATION, SERIES 2010A-1 Evidencing Undivided Proportionate Interests of the Owners Thereof in Basic Lease Payments to be Made by the CITY OF MIAMI GARDENS, FLORIDA, as Lessee,
Pursuant to the Master Lease Purchase Agreement with MIAMI GARDENS LEASING CORPORATION, as Lessor $__________* CERTIFICATES OF PARTICIPATION, SERIES 2010A-2 (Federally Taxable-Build
America Bonds-Direct Payment) Evidencing Undivided Proportionate Interests of the Owners Thereof in Basic Lease Payments to be Made by the CITY OF MIAMI GARDENS, FLORIDA, as Lessee,
Pursuant to the Master Lease Purchase Agreement with MIAMI GARDENS LEASING CORPORATION, as Lessor Dated: Date of Delivery Due: June 1, as shown on the inside cover page hereof The Certificates
of Participation, Series 2010A-1 (the "Series 2010A Certificates") and the Certificates of Participation, Series 2010A-2 (Federally Taxable-Build America Bonds-Direct Payment) (the “Series
2010A-2 Certificates”, together with the Series 2010A-1 Certificates, the “Series 2010A Certificates”) evidence undivided proportionate interests in Basic Lease Payments to be made by
the City of Miami Gardens, Florida (the "City") pursuant to a Master Lease Purchase Agreement dated as of [November 1, 2010] (the "Master Lease"), as amended and supplemented by Schedule
2010A dated as of [November 1, 2010] (the “Schedule 2010A” and together with the Master Lease, the “Series 2010A Lease”), which lease provides for the lease purchase financing of certain
certain public improvements by the City. The Series 2010A Lease is entered into by and between the City, as lessee, and the Miami Gardens Leasing Corporation, a not-for-profit Florida
corporation created by the City (the "Corporation"), as lessor, as more fully described herein. The Series 2010A Certificates are being issued under the Master Trust Agreement dated
as of [November 1, 2010] (the “Master Trust Agreement”), as supplemented by the Series 2010A Supplemental Trust Agreement, dated as of [November 1, 2010] (the “Series 2010A Supplemental
Trust Agreement, together with the Master Trust Agreement, the "Trust Agreement"), between the Corporation and Wells Fargo Bank, N.A., as trustee (the "Trustee"). All capitalized terms
not otherwise defined herein shall have the meanings ascribed thereto in the Trust Agreement. Pursuant to the Series 2010A Assignment Agreement dated as of [November 1, 2010] between
the Corporation and the Trustee, the Corporation will irrevocably assign certain of its rights under the Series 2010A Lease, including the right to receive Basic Lease Payments paid
by the City, to the Trustee. See "APPENDIX C—Forms of Certain Legal Documents." The Series 2010A Certificates will be executed and delivered in fully registered form and will be initially
registered in the name of Cede & Co., as nominee for The Depository Trust Company, New York, New York ("DTC"). Individual purchases of Series 2010A Page 404 of 565
{25742/001/00465148.DOCv5} Certificates will be made in denominations of $5,000 or any integral multiple thereof. Purchasers of Series 2010A Certificates will not receive physical delivery
of Series 2010A Certificates. The interest portion of the Basic Lease Payments represented by the Series 2010A Certificates is payable on June 1 and December 1 of each year, commencing
June 1, 2011. The interest portion and the principal portion of the Basic Lease Payments will be paid by the Trustee, to Cede & Co., as nominee for DTC, as registered owner of the Series
2010A Certificates, to be subsequently disbursed to DTC participants and thereafter to the beneficial owners of the Series 2010A Certificates, all as further described herein. See "THE
SERIES 2010A CERTIFICATES—Book-Entry-Only System." The principal portions of Basic Lease Payments represented by the Series 2010A Certificates are subject to optional and mandatory prepayment
prior to maturity as described herein. See “THE SERIES 2010A CERTIFICATES – Prepayment.” Proceeds of the Series 2010A Certificates will be used to provide funds to (i) finance, all or
in part, the acquisition, construction and installation of a new municipal facility, (ii) pay capitalized interest on the Series 2010A Certificates and (iii) pay Costs of Issuance of
the Series 2010A Certificates. See "ESTIMATED SOURCES AND USES OF FUNDS." Additional Series of Certificates may be issued on a parity with the Series 2010A Certificates under the Trust
Agreement, subject to the terms and conditions thereof. See "SECURITY FOR THE SERIES 2010A CERTIFICATES—Additional Series of Certificates." The Basic Lease Payments are payable from
funds appropriated by the City for such purpose from revenues of the City legally available in any Fiscal Year to make Lease Payments. The City is not legally required to appropriate
moneys for this purpose. NONE OF THE CITY, THE STATE OF FLORIDA, OR ANY POLITICAL SUBDIVISION OR AGENCY THEREOF SHALL BE OBLIGATED TO PAY, EXCEPT FROM AVAILABLE REVENUES APPROPRIATED
BY THE CITY, ANY SUMS DUE UNDER THE SERIES 2010A LEASE FROM ANY SOURCE OF TAXATION, AND THE FULL FAITH AND CREDIT OR NEITHER THE CITY, THE STATE OF FLORIDA, OR ANY POLITICAL SUBDIVISION
OR AGENCY THEREOF IS PLEDGED FOR PAYMENT OF SUCH SUMS DUE THEREUNDER AND SUCH SUMS DO NOT CONSTITUE AN INDEBTEDNESS OF THE CITY OR THE STATE OR ANY POLITICAL SUBDIVISION OR AGENCY THEREOF
WITHIN THE MEANING OF ANY CONSTITUTIONAL OR STATUTORY PROVISION OR LIMITATION. SEE "SECURITY FOR THE SERIES 2010A CERTIFICATES" AND "RISK FACTORS." This cover page contains certain information
for quick reference only. It is not a summary of the transaction. Investors must read the entire Offering Statement to obtain information essential to the making of an informed investment
decision. The Series 2010A Certificates are offered for delivery in book-entry form, when, as and if issued by the Trustee and accepted by the Underwriter, subject to prior sale, withdrawal
or modification of the offer without notice and the receipt of the approving opinion of Greenberg Traurig, P.A. Miami, Florida, Special Tax Counsel, as to the validity of the Series
2010A Certificates and other matters. Bryant Miller Olive P.A., Miami, Florida is serving as Disclosure Counsel to the City. Certain matters will be passed upon for the City by Sonja
Dickens, Esq., City Attorney to the City. Foley & Lardner LLP, Miami, Florida and Knox Seaton, Miami, Florida are serving as Co-Underwriter's Counsel. It is expected that the Series
2010A Certificates will be delivered in book-entry form through the facilities of DTC, New York, New York on or about ________, 2010. LOOP CAPITAL MARKETS Dated: ________, 2010 Page
405 of 565
{25742/001/00465148.DOCv5} MATURITIES, PRINCIPAL AMOUNTS, INTEREST RATES, PRICES, YIELDS AND INITIAL CUSIP NUMBERS $_________ Serial Series 2010A-1 Certificates Maturity (June 1) Principal
Amount Interest Rate Price Initial CUSIP No.* $____ __% Term Certificate Due June 1, _____ at ___% Yield ____% Price Initial CUSIP No. ________* $_________ Serial Series 2010A-2 Certificates
Maturity (June 1) Principal Amount Interest Rate Price Initial CUSIP No.* $____ __% Term Certificate Due June 1, _____ at ___% Yield ____% Price Initial CUSIP No. ________* ___________________
*The City is not responsible for the use of the CUSIP number, nor is any representation made as to its correctness. Page 406 of 565
{25742/001/00465148.DOCv5} CITY OF MIAMI GARDENS, FLORIDA MAYOR Shirley Gibson CITY COUNCILMEMBERS Felicia Robinson Lisa Davis Aaron Campbell, Jr. Oliver G. Gilbert III Andre Williams
Sharon Pritchett CITY MANAGER CITY ATTORNEY Dr. Danny O. Crew Sonja K. Dickens, Esq. FINANCE DIRECTOR CITY CLERK Patricia Varney Ronetta Taylor SPECIAL TAX COUNSEL Greenberg Traurig
P.A. Miami, Florida DISCLOSURE COUNSEL Bryant Miller Olive P.A. Miami, Florida Page 407 of 565
{25742/001/00465148.DOCv5} NO DEALER, BROKER, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED BY THE CITY, THE CORPORATION OR, THE UNDERWRITER (AS SUCH TERMS ARE DEFINED HEREIN) TO GIVE
ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS WITH RESPECT TO THE SERIES 2010A CERTIFICATES (HEREIN DEFINED), OTHER THAN THOSE CONTAINED IN THIS OFFERING STATEMENT, AND IF GIVEN OR
MADE, SUCH OTHER INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE CITY, THE CORPORATION OR THE UNDERWRITER. THIS OFFERING STATEMENT DOES NOT CONSTITUTE
AN OFFER TO SELL OR THE SOLICITATION OF ANY OFFER TO BUY, AND THERE SHALL NOT BE ANY SALE OF THE SERIES 2010A CERTIFICATES, BY ANY PERSON IN ANY STATE IN WHICH IT IS UNLAWFUL FOR SUCH
PERSON TO MAKE SUCH OFFER, SOLICITATION OR SALE. THE INFORMATION AND EXPRESSIONS OF OPINION HEREIN ARE SUBJECT TO CHANGE WITHOUT NOTICE, AND NEITHER THE DELIVERY OF THIS OFFERING STATEMENT
NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE MATTERS DESCRIBED HEREIN SINCE THE DATE HEREOF. THE UNDERWRITER
HAS PROVIDED THE FOLLOWING SENTENCE FOR INCLUSION IN THIS OFFERING STATEMENT. THE UNDERWRITER HAS REVIEWED THE INFORMATION IN THIS OFFERING STATEMENT IN ACCORDANCE WITH, AND AS A PART
OF, ITS RESPONSIBILITIES TO INVESTORS UNDER THE FEDERAL SECURITIES LAWS AS APPLIED TO THE FACTS AND CIRCUMSTANCES OF THIS TRANSACTION, BUT THE UNDERWRITER DOES NOT GUARANTEE THE ACCURACY
OR COMPLETENESS OF SUCH INFORMATION. THE SERIES 2010A CERTIFICATES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, NOR HAS THE TRUST AGREEMENT BEEN QUALIFIED UNDER THE TRUST
INDENTURE ACT OF 1939, IN RELIANCE UPON EXEMPTIONS CONTAINED IN SUCH ACTS. THE REGISTRATION OR QUALIFICATION OF THE SERIES 2010A CERTIFICATES IN ACCORDANCE WITH APPLICABLE PROVISIONS
OF THE SECURITIES LAWS OF THE STATE, IF ANY, IN WHICH THE SERIES 2010A CERTIFICATES HAVE BEEN REGISTERED OR QUALIFIED AND THE EXEMPTION FROM REGISTRATION OR QUALIFICATION IN CERTAIN
OTHER STATES CANNOT BE REGARDED AS A RECOMMENDATION THEREOF. NEITHER THESE STATES NOR ANY OF THEIR AGENCIES HAVE PASSED UPON THE MERITS OF THE SERIES 2010A CERTIFICATES OR THE ACCURACY
OR COMPLETENESS OF THIS OFFERING STATEMENT. ANY REPRESENTATION TO THE CONTRARY MAY BE A CRIMINAL OFFENSE. IN MAKING AN INVESTMENT DECISION, INVESTORS MUST RELY UPON THEIR OWN EXAMINATION
OF THE CITY AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THESE SECURITIES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY
AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITER MAY OVERALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE SERIES 2010A CERTIFICATES AT A LEVEL ABOVE
THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH TRANSACTIONS, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME. THE UNDERWRITER MAY OFFER AND SELL THE SERIES 2010 CERTIFICATES
TO CERTAIN DEALERS AND OTHERS AT PRICES OR YIELDS LOWER THAN THE PUBLIC OFFERING PRICES OR YIELDS STATED ON THE INSIDE COVER OF THIS OFFERING STATEMENT, AND SUCH PUBLIC OFFERING PRICES
OR YIELDS MAY BE CHANGED FROM TIME TO TIME BY THE UNDERWRITER. THIS PRELIMINARY OFFERING STATEMENT IS IN A FORM DEEMED FINAL BY THE CITY AND THE CORPORATION FOR PURPOSES OF RULE 15C2-12
ISSUED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, EXCEPT FOR CERTAIN IFNORMATION PERMITTED TO BE OMITTED PURUSANT TO SUCH RULE. SPECIAL TAX COUNSEL WILL EXPRESS NO OPINION
AS TO THE AVAILABILITY OF FEDERAL DIRECT PAYMENTS OR THE EFFECT OF SECURITIES LAWS WITH RESPECT TO THE SERIES 2010A CERTIFICATES FOLLOWING AN EVENT OF NON-APPROPRIATION OR CERTAIN EVENTS
OF DEFAULT UNDER THE MASTER LEASE WHICH RESULTS IN TERMINATION OF THE LEASE TERM OF THE SERIES 2010A LEASE. TRANSFER OF THE SERIES 2010A CERTIFICTES MAY BE SUBJECT TO COMPLIANCE WITH
THE REGISTRATION PROVISIONS OF STATE AND FEDERAL SECURITIES LAWS FOLLOWING AN EVENT Page 408 of 565
{25742/001/00465148.DOCv5} OF NON-APROPRIATION OR CERTAIN EVENTS OF DEFAULT UNDER THE MASTER LEASE WHICH RESULTS IN TERMINATION OF THE LEASE TERM OF THE SERIES 2010A LEASE. (See “TAX
MATTERS” and “RISK FACTORS” herein.) THIS OFFERING STATEMENT IS BEING PROVIDED TO PROSPECTIVE PURCHASERS EITHER IN BOUND PRINTED FORM ("ORIGINAL BOUND FORMAT") OR IN ELECTRONIC FORMAT
ON THE FOLLOWING WEBSITE: WWW.MUNIOS.COM. THIS OFFERING STATEMENT SHOULD BE RELIED UPON ONLY IF IT IS IN ITS ORIGINAL BOUND FORMAT OR AS PRINTED IN ITS ENTIRETY DIRECTLY FROM SUCH WEBSITE.
Page 409 of 565
{25742/001/00465148.DOCv5} i TABLE OF CONTENTS Page INTRODUCTION.......................................................................................................................................
........................ 1 PURPOSE OF THE SERIES 2010A CERTIFICATES ....................................................................................................... 2 THE SERIES
2010A CERTIFICATES................................................................................................................................ 3 General...........................................
................................................................................................................................. 3 Build America Bonds ...............................................
.....................................................................................................
3 Prepayment .................................................................................................................................................................... 4 Selection..........
................................................................................................................................................................ 5 Notice of Prepayment
................................................................................................................................................... 6 Effect of Prepayment.............................
........................................................................................................................ 6 Book-Entry Only System......................................................
........................................................................................ 6 SECURITY FOR THE SERIES 2010A CERTIFICATES .................................................................
.................................. 9 General...........................................................................................................................................................
................. 9 Lease Payments ...........................................................................................................................................................
10 Description of Non-Ad Valorem Revenues .............................................................................................................. 10 Summary Statement of Revenues
and Expenses ..................................................................................................... 16 Limited Obligation of the City...................................................
................................................................................ 17 Additional Leases..................................................................................................
...................................................... 18 Additional Certificates......................................................................................................................
.......................... 18 Non-Appropriation Risk ............................................................................................................................................
19 Optional Prepayment Price........................................................................................................................................ 19 Reserve Account
.......................................................................................................................................................... 19 FINANCIAL GUARANTY INSURANCE.............
......................................................................................................... 21 THE SERIES 2010A FACILITIES ..............................................................
...................................................................... 21 Substitution of Facilities ..................................................................................................
........................................... 21 ESTIMATED SOURCES AND USES OF FUNDS..........................................................................................................
23 SERIES 2010A CERTIFICATE PAYMENT SCHEDULE .............................................................................................. 24 THE MASTER LEASE PROGRAM................................
................................................................................................ 25 THE SERIES 2010A LEASE ............................................................................
................................................................. 25 Authority.........................................................................................................................
............................................. 25 Term of Series 2010A Lease............................................................................................................................
............ 25 Termination of Lease Term........................................................................................................................................ 25 Effect
of Termination for Non-Appropriation or Default ....................................................................................... 25 Lease Payments .............................................
.............................................................................................................. 26 Lease Covenants......................................................................
.................................................................................... 27 Budget and Appropriation.......................................................................................
.................................................. 27 THE CORPORATION..................................................................................................................................
.................... 28 THE CITY OF MIAMI GARDENS ................................................................................................................................. 29
General.......................................................................................................................................................................... 29 City
Government......................................................................................................................................................... 29 Budget Process..................
........................................................................................................................................... 30 Investment Policy.......................................
................................................................................................................. 30 Pension Plans ....................................................................
........................................................................................... 31 Other Post Employment Benefits .........................................................................
...................................................... 32 MANAGEMENT DISCUSSION........................................................................................................................
............. 32 THE CAPITAL IMPROVEMENT PROGRAM.............................................................................................................. 35 Page 410 of 565
{25742/001/00465148.DOCv5} ii RISK FACTORS ............................................................................................................................................................
.... 36 Annual Right of the City to Terminate the Series 2010A Lease ............................................................................. 36 Limitation upon Disposition; Ability
to Sell or Relet .............................................................................................. 36 Tax Effect upon Termination ........................................................
............................................................................. 36 Applicability of Securities Laws......................................................................................
.......................................... 36 No Right of Certificate Holders to Direct Remedies................................................................................................
37 Risks Associated with Federal Direct Payments ...................................................................................................... 37 LITIGATION..................................
................................................................................................................................... 37 CERTAIN LEGAL MATTERS...........................................
.............................................................................................. 38 RATINGS..............................................................................................
............................................................................. 38 TAX MATTERS...........................................................................................................
...................................................... 38 Opinion -Tax Treatment of Interest Portion of Basic Lease Payments.................................................................
38 Series 2010A-1 Certificates -Tax-Exempt Certificates............................................................................................. 39 Series 2010A-2 Certificates --Build
America Bonds ................................................................................................ 41 DISCLOSURE REQUIRED BY FLORIDA BLUE SKY REGULATIONS..................................
................................... 44 UNDERWRITING....................................................................................................................................................
........ 44 INDEPENDENT AUDITORS ......................................................................................................................................... 44 CONTINUING
DISCLOSURE........................................................................................................................................ 44 CONTINGENT FEES .................................
...................................................................................................................... 45 FORWARD-LOOKING STATEMENTS DISCLAIMER .......................................
........................................................ 45 CERTIFICATION OF THE OFFERING STATEMENT.................................................................................................
45 APPENDICES APPENDIX A General Information Regarding City of Miami Gardens, Florida APPENDIX B Comprehensive Audited Financial Report for Year Ended September 30, 2009 APPENDIX C Forms
of Certain Legal Documents APPENDIX D Form of Continuing Disclosure Certificate APPENDIX E Form of Legal Opinion of Special Tax Counsel Page 411 of 565
{25742/001/00465148.DOCv5} 1 OFFERING STATEMENT RELATING TO $__________* CERTIFICATES OF PARTICIPATION, SERIES 2010A-1 Evidencing Undivided Proportionate Interests of the Owners Thereof
in Basic Lease Payments to be Made by the CITY OF MIAMI GARDENS, FLORIDA, as Lessee, Pursuant to the Master Lease Purchase Agreement with MIAMI GARDENS LEASING CORPORATION, as Lessor
$__________* CERTIFICATES OF PARTICIPATION, SERIES 2010A-2 (Federally Taxable-Build America Bonds-Direct Payment) Evidencing Undivided Proportionate Interests of the Owners Thereof in
Basic Lease Payments to be Made by the CITY OF MIAMI GARDENS, FLORIDA, as Lessee, Pursuant to the Master Lease Purchase Agreement with MIAMI GARDENS LEASING CORPORATION, as Lessor INTRODUCTION
This Offering Statement, which includes the cover page, inside cover page and the APPENDICES hereto, provides certain information regarding the issuance of $________* in aggregate principal
amount of Certificates of Participation, Series 2010A-1 (the "Series 2010A-1 Certificates") and $________* in aggregate principal amount of Certificates of Participation, Series 2010A-2
(Federally Taxable-Build America Bonds-Direct Payment) (the "Series 2010A-2 Certificates" and together with the Series 2010A-1 Certificates, the “Series 2010A Certificates”). The Series
2010A Certificates are being issued under the Master Trust Agreement dated as of [November 1, 2010] (the “Master Trust Agreement”), as supplemented by the Series 2010A Supplemental Trust
Agreement, dated as of [November 1, 2010] (the “Series 2010A Supplemental Trust Agreement, together with the Master Trust Agreement, the "Trust Agreement"), between the Corporation and
Wells Fargo Bank, N.A., as trustee (the "Trustee"). The Series 2010A Certificates evidence undivided proportionate interests of the owners thereof in the Basic Lease Payments to be made
by the City under the Series 2010A Lease (as defined herein). The City, has entered into a Master Lease Purchase Agreement dated as of [November 1, 2010] (the “Master Lease”), as amended
and supplemented by Schedule 2010A dated as of [November 1, 2010] (the “Schedule 2010A” and together with the Master Lease, the “Series 2010A Lease”), which lease provides for the lease
purchase financing of certain public improvements by the City. The Series 2010A Lease is entered into by and between the City, as lessee, and the Corporation, as lessor. Commencing on
the date of delivery of the 2010A Certificates, the City will lease the Series 2010A Facilities (as defined herein) as identified in the Series 2010A Lease. The Series 2010A Certificates
are being issued in order to provide funds to finance and, in some cases refinance, a portion of the cost of acquisition and construction of the Series 2010A Facilities and to pay costs
associated with the issuance of the Series 2010A Certificates. See “PURPOSE OF THE SERIES 2010A CERTIFICATES” and “THE SERIES 2010A FACILITIES” herein. The initial term of the Series
2010A Lease commences on the date of delivery of the Series 2010A Certificates and continues through and including September 30, 2011, and is automatically renewable annually thereafter
through and including September 30, 2039 with a final renewal term commencing October 1, 2039 and ending June 1, 2040, unless earlier terminated as described herein. The facilities to
be lease purchased by the City under the Series 2010A Lease include certain real property and improvements, as more particularly described herein (the “Series 2010A Facilities”). See
“THE SERIES 2010A LEASE” and “THE SERIES 2010A FACILITIES” herein. ________________________ *Preliminary, subject to change. Page 412 of 565
{25742/001/00465148.DOCv5} 2 The City will hold title to the sites on which the Series 2010A Facilities are located (the “Series 2010A Facility Sites”). All of such sites are located
within the City. Pursuant to the Series 2010A Ground Lease dated as of [November 1, 2010] (the “Series 2010A Ground Lease”), the City will lease the Series 2010A Facility Sites to the
Corporation for an initial term commencing on the date of delivery of the Series 2010A Certificates and ending [June 1, 2045], subject to Permitted Encumbrances (as defined in the Series
2010A Ground Lease) and subject to extension or earlier termination as provided therein. See “THE SERIES 2010A FACILITIES” and “APPENDIX C -FORMS OF CERTAIN LEGAL DOCUMENTS -The Series
2010A Ground Lease” herein. Pursuant to the Series 2010A Assignment Agreement dated as of [November 1, 2010] (the “Series 2010A Assignment”) between the Corporation and the Trustee,
the Corporation has irrevocably assigned to the Trustee for the benefit of the owners of the Series 2010A Certificates and any other Certificates representing an undivided proportionate
interest in a portion of the Basic Lease Payments due under the Series 2010A Lease (e.g. a series of Certificates issued to refund all or a portion of the Series 2010A Certificates or
to complete the Series 2010A Facilities), all of its right, title and interest in and to the Series 2010A Ground Lease and the Series 2010A Lease (except for certain rights to indemnification,
to hold title to certain of the Series 2010A Facilities and to receive notices), including the right to receive the Basic Lease Payments and all other amounts due under the Series 2010A
Lease and the right to sell or re-let Series 2010A Facilities and to exercise remedies thereunder. See “APPENDIX C -FORMS OF CERTAIN LEGAL DOCUMENTS -Series 2010A Assignment Agreement”
herein. [The scheduled payment of the principal portion and the interest portion of Basic Lease Payments represented by the Series 2010A Certificates when due will be guaranteed under
a financial guaranty insurance policy (the “Policy”) issued concurrently with the delivery of the Series 2010A Certificates by Assured Guaranty Corp. (“Assured Guaranty” or the “Insurer”).
See “FINANCIAL GUARANTY INSURANCE” herein.] Brief descriptions of the City, the Corporation, [the Policy, the Insurer] and the Series 2010A Facilities are included in this Offering Statement
together with summaries of certain provisions of the Series 2010A Certificates, the Master Lease, the Series 2010A Lease, the Trust Agreement, the Series 2010A Supplemental Trust Agreement,
the Series 2010A Ground Lease and the Series 2010A Assignment. Such descriptions and summaries do not purport to be comprehensive or definitive. All references herein to the Master Lease,
the Schedule 2010A, the Trust Agreement, the Series 2010A Supplemental Trust Agreement, the Series 2010A Ground Lease and the Series 2010A Assignment are qualified in their entirety
by reference to the respective complete documents. Copies of the documents may be obtained upon written request and payment of the costs of duplication to the City's Finance Director,
1515 NW 167th Street, Building 5, Suite 200, Miami Gardens, Florida 33169, (305) 622-8000. Capitalized terms used herein and not otherwise defined will have the meanings given them in
“APPENDIX C -FORMS OF CERTAIN LEGAL DOCUMENTS” herein. PURPOSE OF THE SERIES 2010A CERTIFICATES The Series 2010A Certificates are being issued for the principal purpose of providing
funds sufficient to: (i) finance a portion of the cost of acquisition and construction of the Series 2010A Facilities, (ii) pay capitalized interest on the Series 2010A Certificates
and (iii) pay costs associated with the issuance of the Series 2010A Certificates. See “THE SERIES 2010A FACILITIES” herein. Page 413 of 565
{25742/001/00465148.DOCv5} 3 THE SERIES 2010A CERTIFICATES General The Series 2010A Certificates will be dated the date of delivery, will mature in the years and principal amounts and
accrue interest at the rates set forth on the inside cover page of this Offering Statement. The Series 2010A Certificates shall initially be issued exclusively in “book-entry” form and
ownership of one fully registered Series 2010A Certificate for each maturity as set forth on the inside cover page, each in the aggregate principal amount of such maturity, will be initially
registered in the name of “Cede & Co.” as nominee of The Depository Trust Company, New York, New York (“DTC”). See “THE SERIES 2010A CERTIFICATES -Book-Entry Only System” herein. Individual
purchases will be made in increments of $5,000 or integral multiples thereof. The principal portion of Basic Lease Payments represented by the Series 2010A Certificates payable at maturity
or earlier prepayment thereof shall represent undivided proportionate interests in the principal portion of the Basic Lease Payments due on each of the dates set forth in the Series
2010A Lease with respect to the Series 2010A Certificates. The interest component of Basic Lease Payments represented by the Series 2010A Certificates is payable on each June 1 and December
1, commencing June 1, 2011 (each such date an “Interest Payment Date”). Said interest component represents undivided proportionate interests in the interest portion of Basic Lease Payments
due in respect of each Interest Payment Date for the Series 2010A Certificates to and including the maturity or earlier prepayment of the Series 2010A Certificates. The principal portion
and interest portion of Basic Lease Payments represented by the Series 2010A Certificates are payable in the manner set forth under “THE SERIES 2010A CERTIFICATES -Book-Entry Only System”
herein. Build America Bonds General Description. In February 2009, as part of the Recovery Act, Congress added Sections 54AA and 6431 to the Code which permit state or local governments
to obtain certain tax advantages when issuing taxable obligations that meet certain requirements of the Code and the related Treasury Regulations. Such bonds are referred to as Build
America Bonds. A Build America Bond is a qualified bond under Section 54AA(g) of the Code if it meets certain requirements of the Code and the related Treasury Regulations and the issuer
has made an irrevocable election to have the special rule for qualified bonds apply. Interest on Build America Bonds is not excluded from gross income for purposes of the federal income
tax, and beneficial owners of Build America Bonds will not receive any tax credits as a result of ownership of such Build America Bonds if the issuer elects to receive interest subsidy
payments related thereto (as described below). Interest Subsidy for Build America Bonds. Under Section 6431 of the Code, an issuer of a Build America Bond may apply to receive interest
subsidy payments, directly from the Secretary. The amount of the interest subsidy subsidy is set in Section 6431 of the Code at thirty-five percent (35%) of the corresponding interest
payable on the related Series 2010A-2 Certificates on any Interest Payment Date (the “Federal Direct Payments”). To receive the Federal Direct Payments, under currently existing procedures,
the City will have to file a tax return (now designated as Form 8038-CP) between 90 and 45 days prior to the corresponding Interest Payment Date. The City should expect to receive the
Federal Direct Payments contemporaneously with the Interest Payment Date with respect to the Series 2010A-2 Certificates. Depending on the timing of the filing and other factors, the
Federal Direct Payments may be received before or after the corresponding Interest Payment Date. Page 414 of 565
{25742/001/00465148.DOCv5} 4 No assurances are provided that the City will receive the Federal Direct Payments. In certain circumstances the Federal Direct Payments may be offset by
the federal government for amounts determined to be owed by the City to it (or agencies of the federal government). Amounts owing and offset by the federal government may be unrelated
to the Series 2010A-2 Certificates. The amount of any such offset is not predictable and the City does not currently expect that any such offsets will apply to the payment of the Federal
Direct Payments the City expects to receive. Any such offset does not alter the City's obligation to pay principal, premium, if any, and interest represented by the Series 2010A-2 Certificates.
Portion of the Series 2010A Lease as a Build America Bond. The City will irrevocably elect to have Section 54AA of the Code (provisions related to Build America Bonds) apply to the portion
of the Series 2010A Lease represented by the Series 2010A-2 Certificates and the Series 2010A-2 Certificates represented thereby and pursuant to Sections 54AA(g) and 6431 of the Code,
will irrevocably elect to receive the Federal Direct Payments. As a result of this election, the portion of the Basic Lease Payments designated and paid as interest to the Series 2010A-2
Certificate holders will be includable in gross income of the beneficial owners thereof for federal income tax purposes and the beneficial owners of the Series 2010A-2 Certificates will
not be entitled to any tax credits as a result of either ownership of the Series 2010A-2 Certificates or receipt of any interest payments on the Series 2010A-2 Certificates. Beneficial
owners of the Series 2010A-2 Certificates should consult their tax advisers with respect to the inclusion of interest on the Series 2010A-2 Certificates in gross income for federal income
tax purposes Prepayment Optional Prepayment. Series 2010A-1 Certificates. The Series 2010A-1 Certificates shall be subject to prepayment in whole or in part on any Business Day on on
or after June 1, 20[__], if the City elects to prepay the principal portion of Basic Lease Payments due under the Series 2010A Lease and if in part, by lot in such manner as the Trustee
may determine, at a Prepayment Price equal to the principal portion of Basic Lease Payments represented by the Series 2010A-1 Certificates or portions thereof to be prepaid, plus the
interest accrued to the Prepayment Date. Series 2010A-2 Certificates. The Series 2010A-2 Certificates shall be subject to prepayment in whole or in part on any Business Day prior to
June 1, 20[__], if the City elects to repay the principal portion of Basic Lease Payments due under the Series 2010A-2 Lease and if in part, by lot in such manner as the Trustee may
determine, at a Prepayment Price equal to the greater of (1) 100% of the principal portion of Basic Lease Payments represented by the Series 2010A-2 Certificates to be prepaid and (2)
the sum of the present value of the remaining scheduled payments of Basic Lease Payments on the Series Series 2010A-2 Certificates to be prepaid, not including any portion of those payments
of interest accrued and unpaid as of the date on which the Series 2010A-2 Certificates are to be prepaid, discounted to the date on which the Series 2010A-2 Certificates are to be prepaid
on a semiannual basis, assuming a 360-day year consisting of twelve 30-day months, at the Treasury Rate plus [__] basis points, plus, in each case, the accrued and unpaid interest portion
of Basic Lease Payments represented by the Series 2010A-2 Certificates to be prepaid on the prepayment date. Mandatory Sinking Fund Prepayment. Series 2010A-1 Certificates. Series 2010A-1
Certificates maturing on June 1, 20__, are subject to mandatory prepayment prior to maturity in part, from payments of the principal portion of Basic Lease Payments under the Series
2010A Lease, through the operation of a sinking fund, on each June 1 in the years and in the amounts set forth below at a Prepayment Price equal to 100% of the principal portion of the
Basic Lease Payments represented by the Series 2010A-1 Certificates or portions thereof to be prepaid, together Page 415 of 565
{25742/001/00465148.DOCv5} 5 with interest accrued to the Prepayment Date: Mandatory Sinking Fund Prepayment Dates (June 1) Mandatory Sinking Fund Prepayment Amounts _____________ *Final
Maturity Series 2010A-2 Certificates. Series 2010A-2 Certificates maturing on June 1, 20__, are subject to mandatory prepayment prior to maturity in part, from payments of the principal
portion of Basic Lease Payments under the Series 2010A Lease, through the operation of a sinking fund, on each June 1 in the years and in the amounts set forth below at a Prepayment
Price equal to 100% of the principal portion of the Basic Lease Payments represented by the Series 2010A-2 Certificates or portions thereof to be prepaid, together with interest accrued
to the Prepayment Date: Mandatory Sinking Fund Prepayment Dates (June 1) Mandatory Sinking Fund Prepayment Amounts _____________ *Final Maturity Extraordinary Optional Prepayment. The
Series 2010A-2 Certificates are subject to extraordinary optional prepayment in Authorized Denominations, in whole or in part, on a date designated by the City upon the occurrence of
an Extraordinary Event, at a prepayment price equal to the greater of: (1) 100% of the principal portion represented by the Series 2010A-2 Certificates to be prepaid; and (2) the sum
of the present value of the remaining scheduled payments of Basic Lease Payments allocable to the Series 2010A-2 Certificates to be prepaid to their Maturity Date, not including any
portion of those payments of interest accrued and unpaid as of the Prepayment Date, discounted to the Prepayment Date on a semiannual basis, assuming a 360-day year consisting of twelve
30-day months, at the Treasury Rate plus 100 basis points, plus in each case, the accrued interest portion of the Basic Lease Payments represented by the Series 2010A-2 Certificates
to be prepaid to the Prepayment Date. An “Extraordinary Event” will have occurred if (a) the City determines that a material adverse change has occurred to Section 54AA and Section 6431
of the Code or other applicable provisions of the Code pursuant to which the Federal Direct Payments are reduced or eliminated or (b) a determination is made by the Internal Revenue
Service or the Department of Treasury or any court of competent jurisdiction, which determination is not the result of an act or omission by the City, pursuant to which the Federal Direct
Payments are reduced or eliminated. Selection If less than all of the Series 2010A Certificates are called for prepayment, the particular Series 2010A Certificates or portions thereof
to be prepaid will be in multiples of $5,000 and, except as noted above, the Page 416 of 565
{25742/001/00465148.DOCv5} 6 Series 2010A Certificates or portions thereof shall be prepaid in such order of maturity as described in “Prepayment” above.
If less than all of the Series 2010A Certificates of like maturity shall be called for prepayment, the particular Series 2010A Certificates or portions thereof to be prepaid shall be
selected by lot by the Trustee in such manner as the Trustee shall deem fair and appropriate. The portion of any Series 2010A Certificate of a denomination of more than $5,000 to be
prepaid will be in the principal amount of $5,000 or any integral multiple thereof, and, in selecting portions of such Series 2010A Certificates for prepayment, the Trustee will treat
each such Series 2010A Certificate as representing that number of Series 2010A Certificates in $5,000 denominations which is obtained by dividing the principal amount of such Series
2010A Certificate to be prepaid in part by $5,000. The foregoing notwithstanding, as long as a book-entry only system is used for determining ownership of Series 2010A Certificates,
if less than all of the Certificates with the same maturity date are to be prepaid, DTC and the DTC Participants (as defined herein) shall determine, by lot, which of the Certificates
with the same maturity date are to be prepaid. See “Book-Entry Only System”. Notice of Prepayment When prepayment of Series 2010A Certificates is required, the Trustee will mail a copy
of the notice required by the Trust Agreement, postage prepaid, not less than thirty (30) days before the Prepayment Date in the case of optional prepayments or sinking fund prepayment,
to the Holders of any Series 2010A Certificates or portions thereof to be prepaid, at their last addresses appearing upon the Series 2010A Certificates registry books, but any defect
in the notice to a particular Series 2010A Certificate holder will not affect the validity of the proceedings for the prepayment of Series 2010A Certificates. Notwithstanding anything
in Trust Agreement to the contrary, prior to notice of any optional prepayment of Series 2010A Certificates given to the Owners of affected Series 2010A Certificates, either (i) there
shall be deposited with the Trustee an amount sufficient to pay the principal portion of the Basic Lease Payments represented by Series 2010A Certificates subject to prepayment, plus
accrued interest to the Prepayment Date, plus any premium applicable to such prepayment, or (ii) such notice shall state that the prepayment is conditioned on the receipt of moneys for
such prepayment by the Trustee on or prior to the Prepayment Date. In the event that a conditional notice of prepayment is given and such moneys are not timely received, the prepayment
for which such notice was given shall not be undertaken. Effect of Prepayment If, on the Prepayment Date, moneys for the payment of the Prepayment Price of the Series 2010A Certificates
or portions thereof to be prepaid are held by the Trustee and available therefore on the Prepayment Date and if notice of prepayment has been given as described above, then from and
after the Prepayment Date, the interest portion of the Series 2010A Certificates or the portion thereof called for prepayment will cease to accrue and become payable. If such moneys
are not available on the Prepayment Date, the principal portion represented by such Series 2010A Certificates or portions thereof will continue to bear interest until paid at the same
rate as would have accrued had such Series 2010A Certificates not been called for prepayment. Book-Entry Only System THE INFORMATION IN THIS SECTION CONCERNING DTC AND DTC'S BOOK-ENTRY
ONLY SYSTEM HAS BEEN OBTAINED FROM SOURCES THAT THE CITY AND THE CORPORATON BELIEVE TO BE RELIABLE, BUT NEITHER THE CITY NOR THE CORPORATION TAKE ANY RESPONSIBILITY FOR THE ACCURACY
THEREOF. Page 417 of 565
{25742/001/00465148.DOCv5} 7 The Series 2010A Certificates, when issued, will be registered in the name of Cede & Co., as registered owner and nominee for The Depository Trust Company
("DTC"), New York, New York. The following contains a description of the procedures and operations of DTC and is based upon information provided by DTC. The City has not independently
investigated or verified such procedures and operations and assumes no responsibility for the accuracy or completeness of the description thereof. DTC will act as securities depository
for the Series 2010A Certificates. The Series 2010A Certificates will be issued as fully registered Certificates, initially registered in the name of Cede & Co. (DTC's partnership nominee)
or such other name as may be requested by an authorized representative of DTC. One fully registered certificate will be issued for each maturity of the Series 2010A Certificates, as
set forth in the inside cover page of this Offering Statement, and will be deposited with DTC. DTC, the world's largest depository, is a limited purpose trust company organized under
the New York Banking Law, a "banking organization" within the meaning of the New York Banking Law, a member of the Federal Reserve System, a "clearing corporation" within the meaning
of the New York Uniform Commercial Code, and a "clearing agency" registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934. DTC holds and provides asset
servicing for over 3.5 million issues of U.S. and non-U.S. equity issues, corporate and municipal debt issues and money market instruments from over one hundred (100) countries that
DTC's participants ("Direct Participants") deposit with DTC. DTC also facilitates the post-trade settlement among Direct Participants of sales and other securities transactions in deposited
securities, through electronic computerized book-entry transfers and pledges between Direct Participants' accounts. This eliminates the need for physical movement of securities certificates.
Direct Participants include both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. DTC is a wholly-owned
subsidiary of The Depository Trust & Clearing Corporation ("DTCC"). DTCC is the holding company for DTC, National Securities Clearing Corporation and Fixed Income Clearing Corporation,
all of which are registered clearing agencies. DTCC is owned by the users of its regulated subsidiaries. Access to the DTC system is also available to others such as both U.S. and non-U.S.
securities brokers and dealers, banks, trust companies, and clearing corporations that clear through or maintain a custodial relationship with a Direct Participant, either directly or
indirectly ("Indirect Participants"). DTC has Standard & Poor's highest rating: AAA. The DTC Rules applicable to its Participants are on file with the Securities and Exchange Commission.
More information about DTC can be found at www.dtcc.com and www.dtc.org. Purchases of Series 2010A 2010A Certificates under the DTC system must be made by or through Direct Participants,
which will receive a credit for the Series 2010A Certificates on DTC's records. The ownership interest of each actual purchaser of each Series 2010 Certificate ("Beneficial Owner") is
in turn to be recorded on the Direct and Indirect Participant's records. Beneficial Owners will not receive written confirmation from DTC of their purchase. Beneficial Owners are, however,
expected to receive written confirmation providing details of the transaction, as well as periodic statements of their holdings, from the Direct or Indirect Participant through which
the Beneficial Owner entered into the transaction. Transfers of ownership interests in the Series 2010A Certificates are to be accomplished by entries made on the books of Direct Participants
and Indirect Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interests in Series 2010A Certificates,
except in the event that use of the bookentry system for the Series 2010A Certificates is discontinued. To facilitate subsequent transfers, all Series 2010A Certificates deposited by
Direct Participants with DTC are registered in the name of DTC's partnership nominee, Cede & Co., or such other name as may be requested by an authorized representative of DTC. The deposit
of Series 2010A Certificates with DTC and their registration in the name of Cede & Co. or such other DTC nominee do not effect any change in beneficial Page 418 of 565
{25742/001/00465148.DOCv5} 8 ownership. DTC has no knowledge of the actual Beneficial Owners of the Series 2010A Certificates; DTC's records reflect only the identity of the Direct Participants
to whose accounts such Series 2010A Certificates are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping
account of their holdings on behalf of their customers. Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect Participants,
and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in
effect from time to time. Beneficial Owners of Series 2010A Certificates may wish to take certain steps to augment the transmission to them of notices of significant events with respect
to the Series 2010A Certificates, such as redemptions, tenders, defaults, and proposed amendments to the security documents. For example, Beneficial Owners of Series 2010A Certificates
may wish to ascertain that the nominee holding the Series 2010A Certificates for their benefit has agreed to obtain and transmit notices to Beneficial Owners. In the alternative, Beneficial
Owners may wish to provide their names and addresses to the Registrar and request that copies of notices be provided directly to them. Prepayment notices shall be sent to DTC. If less
than all of the Series 2010A Certificates are being redeemed, DTC's practice is to determine by lot the amount of the interest of each Direct Participant in such issue to be redeemed.
Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to Series 2010A Certificates unless authorized by a Direct Participant in accordance with DTC's
MMI procedures. Under its usual procedures, DTC mails an Omnibus Proxy to the City as soon as possible after the record date. The Omnibus Proxy assigns Cede & Co.'s consenting or voting
rights to those Direct Participants to whose accounts the Series 2010A Certificates are credited on the record date (identified in a listing attached to the Omnibus Proxy). The prepayment
and payment of the Basic Lease Payments represented by the Series 2010A Certificates will be made to Cede & Co. or such other nominee as may be requested by an authorized representative
of DTC. DTC's practice is to credit Direct Participants' accounts upon DTC's receipt of funds and corresponding detail information from the Trustee on the payable date in accordance
with their respective holdings shown on DTC's records. Payments by Participants to Beneficial Owners will be governed by standing instructions and customary practices, as is the case
with securities held for the accounts of customers in bearer form or registered in "street name," and will be the responsibility of such Participant and not of DTC, the Trustee, the
Corporation or the City, subject to any statutory or regulatory requirements as may be in effect from time to time. Prepayments and payments of the Basic Lease Payments represented by
the Series 2010A Certificates to Cede & Co. (or such other nominee as may be requested by an authorized representative of DTC) is the responsibility of the Trustee, disbursement of such
payments to Direct Participants shall be the responsibility of DTC, and disbursement of such payments to the Beneficial Owners shall be the responsibility of Direct and Indirect Participants.
DTC may discontinue providing its services as depository with respect to the Series 2010A Certificates at any time by giving reasonable notice to the City, the Corporation and the Trustee.
Under such circumstances, in the event that a successor depository is not obtained, certificates representing Series 2010A Certificates are required to be printed and delivered. The
City may decide to discontinue use of the system of book-entry transfers through DTC (or a successor securities depository). In that event, certificates representing Series 2010A Certificates
will be printed and delivered. Page 419 of 565
{25742/001/00465148.DOCv5} 9 SO LONG AS CEDE & CO., AS NOMINEE OF DTC, IS THE REGISTERED OWNER OF THE SERIES 2010A CERTIFICATES, AS NOMINEE OF DTC, REFERENCES HEREIN TO THE HOLDER OF
THE SERIES 2010A CERTIFICATES OR REGISTERED OWNERS OF THE SERIES 2010A CERTIFICATES SHALL MEAN CEDE & CO. AND SHALL NOT MEAN THE BENEFICIAL OWNERS OF THE SERIES 2010A CERTIFICATES. Neither
the City, the Corporation nor the Trustee can make any assurances that DTC will distribute payments or prepayment of the principal or interest portions of the Basic Lease Payment represented
by the Series 2010A Certificate to the Direct Participants, or that Direct and Indirect Participants will distribute payments or prepayments of the principal or interest portions of
the Basic Lease Payment represented by the Series 2010A Certificates or prepayment notices to the Beneficial Owners of such Series 2010A Certificates or that they will do so on a timely
basis, or that DTC or any of its Participants will act in a manner described in this Offering Statement. Neither the City, the Corporation nor the Trustee is responsible or liable for
the failure of DTC to make any payment to any Direct Participant or failure of any Direct or Indirect Participant to give any notice or make any payment or prepayment to a Beneficial
Owner in respect to the Series 2010A Certificates or any error or delay relating thereto. The rights of holders of beneficial interests in the Series 2010A Certificates and the manner
of transferring or pledging those interests is subject to applicable state law. Holders of beneficial interests in the Series 2010A Certificates may want to discuss the manner of transferring
or pledging their interest in the Series 2010A Certificates with their legal advisors. NEITHER THE CITY, THE CORPORATION NOR THE TRUSTEE SHALL HAVE ANY OBLIGATION WITH RESPECT TO ANY
DIRECT PARTICIPANT OR INDIRECT PARTICIPANT OR BENEFICIAL OWNER OF THE SERIES 2010A CERTIFICATES DURING SUCH TIME AS THE SERIES 2010A CERTIFICATES ARE REGISTERED IN THE NAME OF A SECURITIES
SECURITIES DEPOSITORY PURSUANT TO A BOOK-ENTRY ONLY SYSTEM OF REGISTRATION. Payment of Series 2010A Certificates upon Discontinuance of Book-Entry Only System. Upon discontinuance of
the book-entry only system for the Series 2010A Certificates, the principal portion or Prepayment Price of the Series 2010A Certificates will be payable at the designated corporate trust
office of the Trustee, which is presently located in Orlando, Florida. Upon such discontinuance, the interest portion represented by the Series 2010A Certificates will be payable by
check or draft of the Trustee, mailed to the registered owner at the address shown on the Series 2010A Certificate register maintained by the Trustee as of the 15th day of the month
preceding the Interest Payment Date (the “Record Date”). Such interest portion may be paid by wire transfer within the United States to registered owners of $1,000,000 or more in aggregate
principal amount of Series 2010A Certificates, upon their written request received no later than the Record Date prior to an Interest Payment Date. The Trustee may charge such registered
owner a reasonable fee for the cost of the wire transfer. SECURITY FOR THE SERIES 2010A CERTIFICATES General The Series 2010A Certificates evidence undivided proportionate interests
in Basic Lease Payments made by the City under the Series 2010A Lease. The Series 2010A Certificates are secured by and payable from the trust estate (the “Trust Estate”) established
pursuant to the Trust Agreement. The Trust Estate consists of all estate, right, title and interest of the Trustee in and to the Basic Lease Payments under the Series 2010A Lease, and
all amounts held in the funds and accounts under the Trust Agreement in accordance with Page 420 of 565
{25742/001/00465148.DOCv5} 10 the provisions of the Master Lease and the Trust Agreement, including investment earnings thereon, and any and all monies received by the Trustee pursuant
to the Series 2010A Lease and the Trust Agreement, which are not required to be remitted to the City or the Corporation pursuant to the Master Lease or the Trust Agreement. Neither the
Trustee, as assignee of the Corporation, nor the City has mortgaged or granted a security interest in their respective interests in the Series 2010A Facilities to the Trustee. Upon termination
of the Series 2010A Lease, in the case of an event of non-appropriation or in the case of certain events of default, the Series 2010A Lease provides that the City must surrender possession
of the Series 2010A Facilities to the Trustee as assignee of the Corporation for disposition by sale or re-letting of its interest in such Facilities, as provided in the Trust Agreement,
and any proceeds of any such disposition will be applied to the payment of the Series 2010A Certificates, after payment of the expenses of the Trustee and then as described in the Series
2010A Lease. The Series 2010A Facilities constitute the initial Facilities to be financed under the Master Lease. IN NO EVENT WILL OWNERS OF ANY SERIES OF CERTIFICATES HAVE ANY INTEREST
IN OR RIGHT TO ANY PROCEEDS OF THE DISPOSITION OF FACILITIES FINANCED WITH THE PROCEEDS OF ANOTHER SERIES OF CERTIFICATES. See “THE SERIES 2010A LEASE -Effect of Termination for Non-Appropriation
or Default” herein. Lease Payments All Lease Payments required to be paid by the City under the Series 2010A Lease and all other Leases will be made only from current funds appropriated
for such purpose by the City. Lease Payments consist of Basic Lease Payments, Additional Lease Payments, Supplemental Payments and all other amounts required to be paid by the City pursuant
to the terms of a Lease. The term "Additional Lease Payments" includes any payments payable by the City under the terms of the Master Lease other than a Basic Lease Payment or a Supplemental
Payment, which may include [ any optional prepayment premiums attributable to the Series 2010A Certificates,] trustee fees and expenses, Corporation expenses, Credit Facility Issuer
fees and expenses, if any, and all other amounts due the Trustee under the Trust Agreement or the Series 2010A Lease and a Credit Facility Issuer under any Reimbursement Agreement. The
term “Supplemental Payments” includes, but is not limited to, amounts due under the Series 2010A Lease, other than Basic Lease Payments and Additional Lease Payments. The Trust Agreement
provides for the establishment and maintenance of separate Lease Payment Accounts for each group of Facilities to be financed by a series of Certificates issued under the Trust Agreement.
Lease Payments due under the schedules to the Master Lease are subject to annual appropriation by the City on an all-or-none basis and are payable solely from current funds appropriated
by the City for such purpose; provided that Lease Payments with respect to a particular schedule and series of Certificates may be additionally and separately secured by a credit facility.
There is no limit on the number of additional Projects that may be financed under the Master Lease. Such additional Projects may be financed through the sale of additional series of
Certificates under the Trust Agreement. THE CITY MAY NOT BUDGET AND APPROPRIATE FUNDS TO MAKE LEASE PAYMENTS SELECTIVELY ON A LEASE BY LEASE BASIS, BUT MUST APPROPRIATE FUNDS FOR ALL
LEASES OR NONE OF THEM. THERE CAN BE NO ASSURANCE THAT SUFFICIENT FUNDS WILL BE APPROPRIATED OR OTHERWISE BE MADE AVAILABLE TO MAKE ALL OF THE LEASE PAYMENTS DUE UNDER THE MASTER LEASE.
Description of Non-Ad Valorem Revenues Non-ad valorem revenues which are legally available constitute the primary source of funds to make Lease Payments and to pay all other amounts
required to be paid by the City under the Series 2010A Lease and all other Leases (unless otherwise provided in such other Lease). For a description of the City’s Non-Non-Ad Page 421
of 565
{25742/001/00465148.DOCv5} 11 Valorem Revenues, see “SECURITY FOR THE SERIES 2010A CERTIFICATES-Description of Non-Ad Valorem Revenues” below. The following describes the sources of
the City’s Non-Ad Valorem Revenues: Franchise Fees. Franchise fees are levied annually on utility companies by the City in return for granting a privilege sanctioning a monopoly or permitting
the use of public property. Such fees are currently levied against [Florida Power and Light Co.] Additionally, the City has granted non-exclusive commercial solid waste franchises and
levies certain fees thereunder against commercial solid waste service providers. Public Service Tax. The Public Service Tax is imposed, levied and collected by the City pursuant to Section
166.231, Florida Statutes, and other applicable provisions of law, on the purchase of electricity, fuel oil, metered or bottled gas (natural liquefied petroleum gas or manufactured),
water service, and other services on which a tax may be imposed by law. Florida law authorizes any municipality in the State to levy a Public Service Tax on the purchase within such
municipality of electricity, metered natural gas, liquefied petroleum gas either metered or bottled, manufactured gas either metered or bottled, water service and fuel oil as well as
any services competitive with those specifically enumerated. This tax may not exceed 10% of the payments received by the sellers of such services from purchasers (except in the case
of fuel oil, for which the maximum tax is four cents per gallon). The purchase of natural gas or fuel oil by a public or private utility either for resale or for use as fuel in the generation
of electricity, or the purchase of fuel oil or kerosene for use as an aircraft engine fuel or propellant or for use in internal combustion engines, is exempt from the levy of such tax.
Pursuant to the Constitution of the State, Florida Statutes and an ordinance of the City, the City levies a Public Service Tax, within the incorporated area of the City at the rate of
10.0% on sales of all services for which it is allowed to tax, and with the restriction that the tax on fuel oil cannot exceed 4 cents per gallon. Florida law provides that a municipality
may exempt from the Public Service Tax the first 500 kilowatts of electricity per month purchased for residential use. The City has not adopted such an exemption but it does exempt purchases
by the United States Government, the State, Miami-Dade County, the City and its agencies, boards, commissions and authorities from the levy of such tax. In addition, the City exempts
purchases used exclusively for church purposes by any State recognized church. The Public Service Tax must be collected by the seller from purchasers at the time of sale and remitted
to the City. Such tax will appear on a periodic bill rendered to consumers for electricity, metered and bottled gas, water service and fuel oil. A failure by a consumer to pay that portion
of the bill attributable to the Public Service Tax may result in a suspension of the service involved in the same fashion as the failure to pay that portion of the bill attributable
to the particular utility service. As a condition to incorporation, the City has entered into an Interlocal Agreement with Miami-Dade County (the "County") which obligates the City to
repay its share of certain County debt that was issued for improvements to the unincorporated areas of the County. The County is receiving the City's portion of the Public Service Tax
and applying it to the outstanding debt. The City may prepay its share of the outstanding debt at anytime and have its revenue streams released from this encumbrance. Until that time,
the City is required to let the County collect the Public Service Tax and then forward the difference between what was collected and what was applied to the outstanding debt. Local Communications
Services Tax. The Communications Services Tax Simplification Act, enacted by Chapter 2000-260, Laws of Florida, as amended by Chapter 2001-140, Laws of Florida, and now codified in Page
422 422 of 565
{25742/001/00465148.DOCv5} 12 part as Chapter 202, Florida Statutes (the “Communications Services Tax Act”) established, effective October 1, 2001, a communications services tax on the
sale of communications services as defined in Section 202.11, Florida Statutes, and as of the same date repealed Section 166.231(9), Florida Statutes, which previously granted municipalities
the authority to levy a utility services tax on the purchase of telecommunication services. Florida Statutes, Section 202.19, as amended, provides that counties and municipalities may
levy, by ordinance, a discretionary communications services tax (the “Local Communications Services Tax”) on communications services, the revenues from which may be pledged for the repayment
of current or future bonded indebtedness. The City set the rates for its Local Communications Services Tax pursuant to Ordinance No. 2003-003 enacted on August 7, 2003. Communication
services are defined as the transmission, conveyance, or routing of voice, data, audio, video, or any other information or signals, including cable services, to a point, or between or
among points, by or through any electronic, radio, satellite, cable, optical, microwave, or other medium or method now in existence or hereafter devised, regardless of the protocol used
for such transmission or conveyance. The term does not include: (a) Information services; (b) Installation or maintenance of wiring or equipment on a customer’s premises; (c) The sale
or rental of tangible personal property; (d) The sale of advertising, including, but not limited to, directory advertising; (e) Bad check charges; (f) Late payment charges; (g) Billing
and collection services; or (h) Internet access service, electronic mail service, electronic bulletin board service, or similar on-line services. Any sale of communications services
charged to a service address in the City is subject to the City’s local communications services tax at a rate of 5.220%. The Communications Services Tax Act further provides that, to
the extent that a provider of communications services is required to pay to a local taxing jurisdiction a tax, charge, or other fee under any franchise agreement or ordinance with respect
to the services or revenues that are also subject to the tax, such provider is entitled to a credit against the amount of such tax payable to the State in the amount of such tax, charge,
or fee with respect to such service or revenues. The amount of such credit shall be deducted from the amount that the local taxing jurisdiction is entitled to receive. The Local Communications
Services Tax must be collected by the provider from purchasers and remitted to the Florida Department of Revenue (“DOR”). The proceeds of said Local Communications Services Tax less
the DOR’s cost of administration is deposited in the Local Communications Services Tax clearing trust fund and distributed monthly to the appropriate jurisdictions. Licenses and Permits.
These are revenues derived from the issuance of local licenses and permits, including professional and occupational licenses required for the privilege of engaging in certain trades,
occupations and other activities. Intergovernmental. This category includes federal, state and other local units’ grants, and revenues shared by the state and other local units. The
largest component is the half-cent sales tax. Half Cent Sales Tax. The State levies and collects a sales tax on, among other things, the sales price of each item or article of tangible
personal property sold at retail in the State, subject to certain exceptions and Page 423 of 565
{25742/001/00465148.DOCv5} 13 dealer allowances. In 1982, the Florida legislature created the Local Government Half-Cent Sales Tax Program (the “Local Government Half-Cent Sales Tax
Program”) which distributes a portion of the sales tax revenue and money from the State's General Revenue Fund to counties and municipalities that meet strict eligibility requirements.
In 1982, when the Local Government Half-Cent Sales Tax Program was created, the general rate of sales tax in the State was increased from 4% to 5%, and one-half of the fifth cent was
devoted to the Local Government Half-Cent Sales Tax Program, thus giving rise to the
name “Half-Cent Sales Tax.” Although the amount of sales tax revenue deposited into the Local Government Half-Cent Sales Tax Program is no longer one-half of the fifth cent of every
dollar of the sales price of an item subject to sales tax, the name “Half-Cent Sales Tax” has continued to be utilized. Section 212.20, Florida Statutes, provides for the distribution
of sales tax revenues revenues collected by the State and further provides for the distribution of a portion of sales tax revenues to the Local Government Half-Cent Sales Tax Clearing
Trust Fund (the “Trust Fund”), after providing for transfers to the General Fund and the Ecosystem Management and Restoration Trust Fund. The entire sales tax remitted to the State by
each sales tax dealer located within a particular county (the “Local Government Half-Cent Sales Tax Revenues”) is deposited in the Trust Fund and earmarked for distribution to the governing
body of such county. The percentage of Local Government Half-Cent Sales Tax Revenues deposited in the Trust Fund is 8.804%. The general rate of sales tax in the State is currently 6.00%.
After taking into account the distributions to the General Fund (historically 5% of taxes collected) and the Ecosystem Management and Restoration Trust Fund (.2% of the taxes collected),
for every dollar of taxable sales price of an item, approximately 0.501 cents is deposited into the Trust Fund. As of October 1, 2001, the Trust Fund began receiving a portion of certain
taxes imposed by the State on the sales of communication services (the “CST Revenues”) pursuant to Chapter 202, Florida Statutes. Accordingly, moneys distributed from the Trust Fund
now consist of funds derived from both general sales tax proceeds and CST Revenues required to be deposited into the Trust Fund. The Half-Cent Sales Tax collected within a county and
distributed to local government units is distributed among the county and the municipalities therein in accordance with the following formula: County Share (percentage of total Half-Cent
= unincorporated + 2/3 incorporated Sales Tax receipts) area population area population _____________________________________ total county + 2/3 incorporated population area population
Municipality Share (percentage of total Half-Cent = municipality population Sales Tax receipts) _____________________________________ total county + 2/3 incorporated population area
population For purposes of the foregoing formula, “population” is based upon the latest official State estimate of population certified prior to the beginning of the local government
fiscal year. Should any unincorporated Page 424 of 565
{25742/001/00465148.DOCv5} 14 area of Miami-Dade County become incorporated as a municipality, the share of the Half-Cent Sales Tax received by Miami-Dade County and the City would be
reduced. The Half-Cent Sales Tax is distributed from the Trust Fund on a monthly basis to participating units of local government in accordance with Part VI, Chapter 218, Florida Statutes
(the “Sales Tax Act”). The Sales Tax Act permits the City to pledge its share of the Half-Cent Sales Tax for the payment of principal of and interest on any capital project. To be eligible
to participate in the Half-Cent Sales Tax, the counties and municipalities must comply with certain requirements set forth in the Sales Tax Act. These requirements include those concerning
the reporting and auditing of its finances, the levying of ad valorem taxes or receipt of other revenue sources, and certifying certain requirements pertaining to the employment and
compensation of law enforcement officers, the employment of fire fighters, the auditing of of certain dependent special districts, and the method of fixing millage rates for the levying
of ad valorem taxes. Although the Sales Tax Act does not impose any limitation upon the number of years during which the City can receive distribution of the Half-Cent Sales Tax from
the Trust Fund, there may be future amendments to the Sales Tax Act. To be eligible to participate in the Trust Fund in future years, the City must comply with certain eligibility and
reporting requirements of Chapter 218, Part VI, Florida Statutes, otherwise, the City will not be entitled to any Trust Fund distributions for twelve (12) months following a “determination
of noncompliance” by the DOR. State Revenue Sharing. A portion of the taxes levied and collected by the State is shared with local governments under the provisions of Chapter 218, Part
II, Florida Statutes. The amount deposited by DOR into the State Revenue Sharing Trust Fund for Municipalities is 1.3409% of available sales and use tax collections after certain required
distributions, 12.5% of the Florida alternative fuel user decal fee collections, and the net collections from the one-cent municipal fuel tax. To be eligible for State Revenue Sharing
funds, a local government must be audited, with certain exceptions; must have filed its annual financial report with the Florida Department of Financial Services; must certify certain
requirements pertaining to the employment and compensation of law enforcement officers and the employment of firefighters; must levy an ad valorem tax of at least 3 mills or collected
equivalent alternative revenues from a combination of the following sources available to municipalities: a remittance from the county pursuant to Section 125.01(6)(a), Florida Statutes,
occupational license taxes, utility taxes, and ad valorem taxes. Eligibility is retained if the local government has met eligibility requirements for the previous three years, even if
the local government reduces its millage or utility taxes because of the receipt of the Half-Cent Sales Tax. The amount of the State Revenue Sharing Trust Fund for Municipalities distributed
to any one municipality is the average of three factors: an adjusted population factor; a sales tax collection factor, which is the proportion of the local municipality’s ordinary sales
tax collected within the municipality to the total sales tax collected within all eligible municipalities in the State; and a relative revenue-raising ability factor, which measures
the municipality’s ability to raise revenue relative to other qualifying municipalities in the State. Each municipality is entitled to receive a minimum amount of State Revenue Sharing
funds known as the “guaranteed entitlement” as defined in Section 218.21(6), Florida Statutes. Page 425 of 565
{25742/001/00465148.DOCv5} 15 To be eligible to participate in State Revenue Sharing in future years, the City must comply with certain eligibility and reporting requirements, otherwise,
the City will not be entitled to distributions for a period of time. Fines and Forfeitures. These are revenues derived from fines and forfeitures imposed by local courts. Charges for
Services. Charges for various services provided by the City to residents, property owners, and grants received from other governments, including the following: (a) General Government:
all money resulting from charges for current services; i.e., photographs, reports and ordinances; (b) Public Safety: fees for police services and emergency services; (c) Physical Environment:
charges include cemetery fees; (d) Building and Zoning Inspections: fees for inspections such as plumbing, electrical, elevator and mechanical inspections; (e) Recreational and Special
Events: fees for parks and recreation activities and events; and (f) Other: fees for services not specifically mentioned above, i.e., engineering services, public hearing fees. Other
Revenue and Financing Sources. This category includes a variety of revenues and transfers from other funds, including the interest earnings on invested funds. [Remainder of page intentionally
left blank.] Page 426 of 565
{25742/001/00465148.DOCv5} 16 Summary Statement of Revenues and Expenses A summary of historical and current comparative financial information of the City’s General Fund as prepared
by the City is presented below. STATEMENT OF REVENUES, EXPENSES, AND CHANGES IN GENERAL FUND BALANCES Fiscal Year 2005 Fiscal Year 2006 Fiscal Year 2007 Fiscal Year 2008 Fiscal Year
2009 Revenues: Property taxes $ 9,951,395 $11,635,651 $19,180,662 $22,871,432 $23,840,155 Utility 7,856,762 7,067,495 8,737,149 9,918,787 10,561,528 Intergovernmental 10,192,682 11,010,648
10,034,247 9,997,498 8,894,673 Charges for services 672,850 613,632 666,445 1,070,379 2,817,180 Licenses and permits 1,181,350 1,015,378 1,208,266 1,552,568 1,472,823 Fines and forfeitures
552,216 468,073 548,092 514,606 1,894,072 Franchise fees 3,417,357 4,069,708 4,624,041 5,185,545 5,052,006 Grant revenue 11,047 2,569,043 206,427 553,196 881,599 Other income 27,707
592,821 260,128 269,154 710,003 Interest 236,486 733,714 1,177,971 508,024 343,753 Total revenues 34,099,852 39,776,163 46,643,429 52,441,190 56,467,792 Expenditures: Current General
government 1,655,849 4,197,580 5,945,225 9,802,872 11,536,998 Public safety 25,540,194 27,380,817 30,754,272 32,072,392 32,762,479 Public works 2,158 110,756 Parks and recreation 3,058,739
3,819,835 5,113,759 5,729,097 6,454,391 Code enforcement 567,201 677,899 Non-departmental 1,559,023 898,984 484,940 165,666 206,848 Debt service: Principal 175,915 351,830 971,852 2,709,918
Interest and fiscal charges 76,154 302,767 33,350 626,831 Capital outlay 845,437 856,923 General government ----4,651,490 1,268,152 7,569,164 Public safety ----1,461,744 2,199,260 578,074
Parks and recreation ----136,637 573,227 356,125 Total expenditures 33,480,670 38,597,391 49,553,270 55,147,415 59,464,079 Excess (deficiency) of revenues over expenditures 619,182 1,178,772
(2,909,841) (2,706,225) (2,996,287) Other financing sources (uses): Transfers in --894,597 2,561,914 3,241,623 1,952,023 Transfers out --(561,885) (7,500,000) (5,636,098) (8,025,299)
Issuance of debt 8,200,000 --1,800,000 4,700,000 7,814,098 Capital leases ----5,600,000 Total other financing sources(uses) 8,200,000 332,709 2,461,914 2,305,525 1,740,822 Net change
in fund balances 8,819,182 1,511,481 (447,927) (400,700) (1,255,465) Fund balances, beginning 558,105 10,181,219 11,692,700 11,244,770 10,844,070 Prior period adjustments 803,932 --------Fund
balances, beginning restated 1,362,037 --------Fund balances, ending $10,181,219 $11,692,700 $11,244,773 $10,844,070 $ 9,588,605 ______________________________ Source: Comprehensive
Annual Financial Report for the Years ending September 30, 2009, 2008, 2007, 2006 and 2005 Page 427 of 565
{25742/001/00465148.DOCv5} 17 The City has met certain of its financial needs through debt financing. The table which follows is a schedule of the outstanding debt of the City as of
September 1, 2010, including that which is payable from sources other than ad valorem taxes. OUTSTANDING DEBT AS OF SEPTEMBER 1, 2010 Type of Debt Amount Outstanding Pledged Revenue
Source Land Acquisition Revenue Bonds, Series 2005 $6,557,292 Local Communications Services Tax and Half Cent Sales Tax Capital Improvement Revenue Bonds, Series 2005 833,334 Local Communications
Services Tax and Half Cent Sales Tax Interlocal Agreement with Miami Dade County 1,759,150 Public Service Tax Miami Dade County Public Service Tax Revenue Bonds 6,025,915 Public Service
Tax Miami Dade County Stormwater Utility Bond 8,200,267 Stormwater Assessments Land Acquisition and Improvement Revenue Bonds, Series 2007 12,672,009 Local Communications Services Tax
and Half Cent Sales Tax Banc of America Master Equipment Lease/Purchase Agreement 2007 1,791,949 Local Communications Services Tax and Half Cent Sales Tax Equipment Acquisition Revenue
Bonds, Series 2008 2,903,608 Local Communications Services Tax and Half Cent Sales Tax Equipment Acquisition Revenue Bonds, Series 2009 2,000,000 Local Communications Services Tax and
Half Cent Sales Tax Taxable Land Acquisition Revenue Bond, Series 2009 7,057,975 Local Communications Services Tax and Half Cent Sales Tax Land Acquisition Revenue Bond, Series 2009
3,908,148 Local Communications Services Tax and Half Cent Sales Tax Taxable Land Acquisition Revenue Bond, Series 2009B 8,502,304 Local Communications Services Tax and Half Cent Sales
Tax Total outstanding debt $62,211,951 ___________________________________ Source: City of Miami Gardens Finance Department Limited Obligation of the City THE CITY IS NOT LEGALLY REQUIRED
TO APPROPRIATE MONEYS TO MAKE LEASE PAYMENTS. NONE OF THE CITY, THE STATE, OR ANY POLITICAL SUBDIVISION OR AGENCY THEREOF SHALL BE OBLIGATED TO PAY, EXCEPT FROM AVAILABLE REVENUES APPROPRIATED
APPROPRIATED BY THE CITY, ANY SUMS DUE UNDER THE SERIES 2010A LEASE FROM ANY SOURCE OF TAXATION AND THE FULL FAITH AND CREDIT OF NEITHER THE CITY, THE STATE NOR ANY POLITICAL SUBDIVISION
OR AGENCY THEREOF IS PLEDGED FOR PAYMENT OF SUCH SUMS DUE UNDER THE SERIES 2010A LEASE AND SUCH SUMS DO NOT CONSTITUTE AN INDEBTEDNESS OF THE CITY OR THE STATE OR ANY POLITICAL SUBDIVISION
OR AGENCY THEREOF WITHIN THE MEANING OF ANY CONSTITUTIONAL OR STATUTORY PROVISION OR LIMITATION. NONE OF THE Page 428 of 565
{25742/001/00465148.DOCv5} 18 CORPORATION, THE TRUSTEE, OR ANY CERTIFICATE HOLDER MAY COMPEL THE LEVY OF ANY AD VALOREM TAXES BY THE CITY TO PAY THE LEASE PAYMENTS UNDER THE SERIES 2010A
LEASE. See “RISK FACTORS” herein. Additional Leases The City may in the future enter into Additional Leases under the Master Lease. Failure to appropriate funds to make Lease Payments
under the Series 2010A Lease, or any Additional Lease will, or certain events of default under any such Lease may, result in the termination of the Lease Term of all Leases, including
the Series 2010A Lease. Upon any such termination of the Lease Term of all Leases, the City must surrender all Facilities, including the Series 2010A Facilities to the Trustee for sale
or re-letting of the Trustee’s interest under the Series 2010A Ground Lease. The proceeds of any disposition of the Series 2010A Facilities will be applied to the payment of the Series
2010A Certificates, after payment of the expenses of the Trustee. IN NO EVENT WILL OWNERS OF THE SERIES 2010A CERTIFICATES HAVE ANY INTEREST IN OR RIGHT TO ANY PROCEEDS OF THE DISPOSITION
OF FACILITIES FINANCED WITH THE PROCEEDS OF ANOTHER SERIES OF CERTIFICATES. There can be no assurance that the remedies available to the Trustee upon any termination of the Lease Term
of all Leases and the disposition of the Series 2010A Facilities will produce sufficient amounts to pay the Series 2010A Certificates. For a discussion of remedies available to the Trustee
in the event of the non-appropriation of funds to pay Lease Payments or in the event of default by the City under the Series 2010A Lease, see “THE SERIES 2010A LEASE -Termination of
Lease Term” and “-Effect of Termination for Non-Appropriation or Default” and “APPENDIX C -FORMS OF CERTAIN LEGAL DOCUMENTS -The Master Lease Purchase Agreement” herein. Additional Certificates
With respect to any Additional Lease, one or more series of Additional Certificates may be authorized by the Corporation at the request of the City and executed and delivered by the
Trustee for the purpose of (a) financing the cost of acquisition, construction, installation and equipping of any Facilities or the completion thereof, (b) financing the cost of increasing,
improving, modifying, expanding or replacing any Facilities, (c) paying or providing for the payment of the principal portion and interest portion of the Basic Lease Payments with respect
to, or the Purchase Option Price (as described under “SECURITY FOR THE SERIES 2010A CERTIFICATES -Optional Prepayment Price”) of, all or a portion of the Facilities financed from the
proceeds of any series of Certificates previously executed and delivered, (d) funding a Reserve Account in an amount equal to the applicable Reserve Account Requirement, if any, (e)
capitalizing the interest portion of Basic Lease Payments during construction, or (f) paying the applicable Costs of Issuance. The aggregate principal amount of Additional Certificates
which may be executed and delivered under the provisions of the Trust Agreement is not limited, except as may be provided with respect to a particular series of Additional Certificates
in any Supplemental Trust Agreement creating such series. Unless otherwise set forth in the Supplemental Trust Agreement authorizing the issuance of more than one series of Certificates,
each Certificate within a series of Certificates executed and delivered pursuant to the Trust Agreement shall rank pari passu and be equally and ratably secured under the Trust Agreement
with each other Certificate of such series, but not with any Certificates of any other series (except for refunding certificates issued in the case of the partial refunding of a series
of certificates or except for the issuance of completion certificates, respectively), without preference, priority or distinction of any such Certificate over any other such Certificate,
except that to the extent that Basic Lease Payments available for payment to all Certificate holders are less than all amounts owed with respect to all series of Certificates on any
Payment Date, such amounts available shall be applied on a pro rata basis to Certificate holders of all Page 429 of 565
{25742/001/00465148.DOCv5} 19 series in accordance with the ratio that the principal balance of each series of Certificates Outstanding bears to the total amount of Certificates Outstanding
under the Trust Agreement. The City does not currently expect to finance other Facilities under the Master Lease. Non-Appropriation Risk THE CITY IS NOT LEGALLY REQUIRED TO APPROPRIATE
MONEYS FOR THE PURPOSE OF MAKING LEASE PAYMENTS. FOR A DISCUSSION OF REMEDIES AVAILABLE TO THE TRUSTEE IN THE EVENT OF THE NON-APPROPRIATION OF FUNDS TO PAY LEASE PAYMENTS, SEE “THE
SERIES 2010A LEASE -TERMINATION OF LEASE TERM” AND “-EFFECT OF TERMINATION FOR NONAPPROPRIATION OR DEFAULT.” THERE CAN BE NO ASSURANCE THAT THE REMEDIES AVAILABLE TO THE TRUSTEE IN THE
EVENT OF NON-APPROPRIATION WILL PRODUCE SUFFICIENT AMOUNTS TO PAY THE SERIES 2010A CERTIFICATES. Optional Prepayment Price The City has the right to prepay all or a portion of the Basic
Lease Payments represented by the Series 2010A Certificates and in connection therewith remove remove all or a portion of, as the case may be, the Series 2010A Facilities from the Series
2010A Lease and, in the case of the Series 2010A Facilities, from the lien of the Series 2010A Ground Lease by paying the Purchase Option Price for the Series 2010A Facilities or, to
the extent permitted by law, by substituting other facilities for the Series 2010A Facilities being acquired. The Purchase Option Price, as of each Lease Payment Date, is (i) the Basic
Lease Payment then due plus the amount designated in the Series 2010A Lease, as the Remaining Principal Portion of the Purchase Option Price; (ii) minus any credits pursuant to the provisions
of the Series 2010A Lease; (iii) plus an amount equal to the interest to accrue with respect to the Series 2010A Certificates to be prepaid as a result of the release of such Series
2010A Facilities from the Series 2010A Lease, from such Lease Payment Date to the next available date for prepaying the Series 2010A Certificates; and (iv) plus an amount equal to any
other amounts then due and owing under the Series 2010A Lease, including any prepayment premiums payable on the Series 2010A Certificates prepaid. Reserve Account General A separate
Reserve Account may be established and maintained to secure the payment of the principal and/or interest portion of the Basic Lease Payments related to a Series of Certificates. Each
such Reserve Account shall secure only the Series of Certificates for which it has been established. (a) The Reserve Account shall be maintained by the Trustee at the Reserve Account
Requirement until the Basic Lease Payments related to a Series of Certificates for which it was established are paid in full pursuant to the terms of the Master Lease and the related
Schedule, or the City has prepaid all such Basic Lease Payments in accordance with the Master Lease, or the related Trust Agreement is terminated. The Trustee shall apply moneys in a
Reserve Account as provided in the Trust Agreement. (b) If on any Lease Payment Date (after taking into account Basic Lease Payments made to the Trustee on such Lease Payment Date) immediately
preceding a Payment Date the amount in any Lease Payment Account shall be less than the amount required to pay the interest portion and principal portion of the Basic Lease Payments
then due in relation to a Series of Certificates for which it was established, the Trustee shall transfer from the Reserve Account established in relation to such Series of Certificates
to such Lease Payment Account the amount necessary to make good the deficiency. Any amounts transferred from a Page 430 of 565
{25742/001/00465148.DOCv5} 20 Reserve Account pursuant to this subsection shall, to the extent of such transfer, be deemed to satisfy the City’s obligation to make such Basic Lease Payment.
In the event of any such transfer, the Trustee shall, within five (5) days after making such transfer, provide written notice to the City of the amount and date of such transfer and
the City shall, if the deficiency in any Lease Payment Account is not the result of a failure of the City to appropriate moneys pursuant to a non-appropriation as contemplated by the
Master Lease, pay within thirty (30) days of receipt of notice of such transfer from the Trustee, as Supplemental Payments, an amount necessary to restore the balance in such Reserve
Account to the appropriate Reserve Account Requirement applicable thereto. In the event of any deficiency in the value of the Reserve Account pursuant to a valuation as provided in the
Trust Agreement, the Trustee shall, within five (5) days of such valuation, provide written notice to the City of such deficiency and the City shall pay within thirty (30) days of receipt
of notice of such deficiency from the Trustee, as Supplemental Payments, an amount necessary to restore the balance in such Reserve Account to the appropriate Reserve Account Requirement
applicable thereto. (c) Whenever the amount in any Reserve Account, together with the amount in the related Lease Payment Account, is sufficient to pay in full the interest portion and
principal portion of the Basic Lease Payments represented by all Outstanding Certificates of a Series in accordance with their terms, the funds on deposit in such Reserve Account shall
be transferred to the related Lease Payment Account. Any provision of the related Trust Agreement to the contrary notwithstanding, so long as there shall be held in any Lease Payment
Account an amount sufficient to pay in full the interest portion and principal portion of all Basic Lease Payments represented by all Outstanding Certificates of a Series in accordance
with their terms, no deposits shall be required to be made into the Reserve Account established in relation to such Series. (d) Any amounts on deposit in a Reserve Account in excess
of the related Reserve Account Requirement applicable thereto shall be transferred to the Lease Payment Account relating to the Series of Certificates secured by such Reserve Account.
(e) Any income or interest earned by, or increment to any Reserve Account due to the investment thereof paid into the applicable Lease Payment Account established for the particular
Series of Certificates secured by such Reserve Account pursuant to the Trust Agreement shall be credited toward the interest portion of Basic Lease Payments represented by such Series
next coming due, and the Trustee shall (to the extent reasonably ascertainable) notify the City thirty (30) days before each Lease Payment Date of the funds to be available for such
transfer. (f) Notwithstanding the foregoing, in lieu of the required deposits into the related Reserve Account, the Trustee is hereby authorized to accept and the Issuer may cause to
be deposited into the Reserve Account, a Reserve Account Letter of Credit/Insurance Policy either in lieu of any cash amount required to be deposited therein in connection with the issuance
of any Series of Certificates or in substitution for the full amounts then on deposit therein or in an amount equal to the difference between the amount required to be deposited and
the sum, if any, then on deposit in the Reserve Account, which Reserve Account Letter of Credit/Insurance Policy shall be payable (upon the giving of notice as required thereunder) on
any Payment Date on which a deficiency exists which cannot be remedied by moneys in any other fund or account held pursuant to the related Trust Agreement and available for such purpose.
If any such Reserve Account Letter of Credit/Insurance Policy is substituted for moneys on deposit in the Reserve Account, or if on a valuation date there are excess moneys in the Reserve
Account, the excess moneys in the Reserve Account shall be transferred to and deposited in the related Lease Payment Account. If a disbursement is made from a Reserve Account Letter
of Credit/Insurance Policy, the City shall be obligated to either reinstate the maximum limits of such Reserve Account Letter of Credit/Insurance Policy immediately following such disbursement
or to deposit into the Reserve Account, as provided in the Master Lease for restoration of withdrawals from the Page 431 of 565
{25742/001/00465148.DOCv5} 21 Reserve Account, funds in the amount of the disbursement made under such Reserve Account Letter of Credit/Insurance Policy. In the event that upon the occurrence
of any deficiency in a Lease Payment Account, the Reserve Account is then funded with a Reserve Account Letter of Credit/Insurance Policy, the Trustee shall, on a Payment Date to which
such deficiency relates, draw upon or cause to be paid under the Account Letter of Credit/Insurance Policy an amount sufficient to remedy such deficiency, in accordance with the terms
and provisions of the Reserve Account Letter of Credit/Insurance Policy as applicable, and any corresponding reimbursement or other agreement governing the Reserve Account Letter of
Credit/Insurance Policy; provided, however, that if at the time of such deficiency the Reserve Account is only partially funded with a Reserve Account Letter of Credit/Insurance Policy,
prior to drawing on the Reserve Account Letter of Credit/Insurance Policy, as applicable, the the Trustee shall first apply any cash and securities on deposit in the Reserve Account
to remedy the deficiency in accordance with Trust Agreement and, if after such application a deficiency still exists, the Trustee shall make up the balance of the deficiency by drawing
on the Reserve Account Letter of Credit/Insurance Policy, as provided in this sentence. Amounts drawn on the Reserve Account Letter of Credit/Insurance Policy shall be applied as set
forth in Trust Agreement. Any amounts drawn under a Reserve Account Letter of Credit/Insurance Policy shall be reimbursed to the provider thereof in accordance with the terms and provisions
of the reimbursement or other agreement governing such Reserve Account Letter of Credit/Insurance Policy. Series 2010A Certificates There will be no Reserve Account established for the
Series 2010A Certificates. FINANCIAL GUARANTY INSURANCE [To Come] THE SERIES 2010A FACILITIES The Series 2010A Facilities consist of the acquisition, construction, installation and equipping
of certain municipal facilities. Under certain conditions set forth in the Series 2010A Lease, the City may substitute other facilities for one or more of the Facilities that comprise
the Series 2010A Facilities. See – “Substitution of Facilities” below. The following is a brief general description of the facilities which comprise the Series 2010A Facilities: The
Series 2010A Facilities consists of a new governmental complex on property that is owned by the City at NE 188th Street and NW 27th Avenue. The complex will include a 63,000 square foot
city hall building and a 58,000 square foot police facility. In addition, the City expects to build a 500 space multi-story parking garage. The site will also include significant open
space and landscaping. Substitution of Facilities To the extent permitted by law, on or after the Completion Date, the City may substitute for any Facilities other facilities owned by
the City, provided such substituted facilities (a) have the same or a greater remaining useful life, (b) have a fair market value equal to or greater than the Facilities for which they
are substituted, (c) are of substantially equal utility (as determined by the City in sole discretion) as the Facilities
to be replaced and meet the requirement of the Master Lease, (d) are free and clear of all liens and Page 432 of 565
{25742/001/00465148.DOCv5} 22 encumbrances, except Permitted Encumbrances and (e) constitute “Facilities” under the Master Lease and the Schedule from which the Facilities are to be
substituted. In addition, to the extent permitted by law, prior to the Completion Date the City may release and/or substitute for any Facilities to be acquired, constructed and installed
under a particular Schedule other facilities to be acquired, constructed and installed, provided that (1) any substituted facilities satisfy the requirements of clauses (a), (c), (d)
and (e) above and (2) following such substitution and/or release, the sum of (x) with respect to Facilities for which a Certificate of Acceptance has not been delivered, the Cost of
the acquisition, construction and installation of the Facilities plus (y) with respect to Facilities for which a Certificate of Acceptance has been delivered, the fair market value of
the Facilities, financed under the Schedule from which the Facilities are to be substituted and/or released is greater than or equal to the remaining principal portion of Basic Lease
Payments due under such Schedule. In order to effect such substitution, the Facilities to be replaced shall be released from the encumbrance of the related Lease and Ground Lease by
appropriate instrument executed by the City and the Corporation (or Trustee as assignee of the Corporation) in form sufficient to leave good and marketable fee simple title to such Facilities
in the City subject only to Permitted Encumbrances, and the Facilities to be substituted shall likewise be incorporated in the appropriate Lease and Ground Lease modifications. The related
Schedule shall be appropriately amended, and the related Ground Lease shall be amended or canceled and replaced, to reflect such substitution. There shall also be delivered at the time
of substitution an Opinion of Counsel as described in the Master Lease with respect to the substitute Facility Site. For purposes hereof, “fair market value” shall be determined on the
basis of an an MAI appraisal performed by an appraiser jointly selected by the City and the Trustee. [Remainder of page intentionally left blank] Page 433 of 565
{25742/001/00465148.DOCv5} 23 ESTIMATED SOURCES AND USES OF FUNDS The following table presents the estimated sources and uses of funds in connection with the issuance of the Series 2010A
Certificates: Series 2010A-1 Series 2010A-2 Total Sources of Funds: Principal Amount of Certificates [Less][Plus] Net Original Issue Discount/Premium Total Sources of Funds Uses of Funds:
Deposit to Acquisition Account Deposit to Capitalized Interest Account Deposit to Cost of Issuance Account(1) Total Uses of Funds (1) Includes Underwriter's discount, fees of Special
Tax Counsel and Disclosure Counsel, Financial Advisor, [Municipal Bond Insurance Policy], ratings, printing and other related costs of issuance. [Remainder of page intentionally left
blank] Page 434 of 565
{25742/001/00465148.DOCv5} 24 SERIES 2010A CERTIFICATE PAYMENT SCHEDULE Estimated payment requirements on the Series 2010A Certificates are as follows: Series 2010A-1 Certificates Series
2010A-2 Certificates Period Ended Sept. 30 Principal Amount Interest Portion Principal Amount Interest Portion Period Total Page 435 of 565
{25742/001/00465148.DOCv5} 25 THE MASTER LEASE PROGRAM In order to provide for the lease purchase financing and refinancing from time to time of Facilities, the City has authorized the
execution and delivery of the Master Lease between the City and the Corporation. Facilities to be leased from time to time will be identified on separate Schedules to the Master Lease.
Upon execution and delivery thereof, each Schedule, together with the provisions of the Master Lease, will constitute a separate Lease. See “APPENDIX C -FORMS OF CERTAIN LEGAL DOCUMENTS
-The Master Lease Purchase Agreement.” THE SERIES 2010A LEASE The following is a brief summary of certain provisions of the Series 2010A Lease which is not intended to be definitive.
Reference is made to “APPENDIX C -FORMS OF CERTAIN LEGAL DOCUMENTS -Master Lease Purchase Agreement, -Schedule 2010A” for the complete text. Authority The Series 2010A Lease is being
entered into pursuant to the authority granted under Chapter 166, Florida Statutes, for the purpose of providing for the acquisition, construction, installation and equipping of the
Series 2010A Facilities. Term of Series 2010A Lease The initial term of the Series 2010A Lease commences on the date of delivery of the Series 2010A Certificates and continues through
and including September 30, 2011, and is automatically renewable annually thereafter through and including September 30, 2039 and a final renewal term commencing October 1, 2039 and
ending June 1, 2040, unless earlier terminated as described herein. Termination of Lease Term The Lease Term of each Lease, including the Series 2010A Lease, will terminate upon the
earliest of any of the following events: (a) Each Lease will terminate on the date set forth in such Lease; (b) All Leases will terminate in the event of non-appropriation of funds for
the payment of Lease Payments; (c) All Leases will terminate upon a default by the City with respect to any Lease and the termination of the Lease Term of all Leases by the Trustee pursuant
to the Master Lease; and (d) A particular Lease will terminate upon payment by the City of the Purchase Option Price of all the particular Facilities leased under such Lease by the City
or upon provision for such payment pursuant to the Master Lease. Effect of Termination for Non-Appropriation or Default Upon termination of the Lease Term of the Series 2010A Lease for
a reason referred to in (b) or (c) under “THE SERIES 2010A LEASE -Termination of Lease Term” above, the City is required to immediately surrender and deliver possession of all of the
Series 2010A Facilities financed under the Series 2010A Lease to the Trustee. Upon such surrender, the Trustee will sell or re-let its interest in the Series 2010A Facilities in Page
436 of 565
{25742/001/00465148.DOCv5} 26 such manner and to such person or persons for any lawful purpose as it, in its [or the Insurer’s] sole discretion, determines to be appropriate. See “APPENDIX
C – FORMS OF CERTAIN LEGAL DOCUMENTS – Series 2010A Ground Lease.” The proceeds, if any, derived from any such sale or reletting of the leasehold interest in the Series 2010A Facilities
will be applied to the payment of the Series 2010A Certificates, after payment of the expenses of the Trustee and then as described in the Series 2010A Lease. IN NO EVENT WILL OWNERS
OF A SERIES OF CERTIFICATES HAVE ANY INTEREST IN OR RIGHT TO ANY PROCEEDS OF THE DISPOSITION OF FACILITIES FINANCED WITH THE PROCEEDS OF ANOTHER SERIES OF CERTIFICATES. For a discussion
of the remedies available to the Trustee if the City refuses or fails to voluntarily deliver possession of the Series 2010A Facilities to the Trustee, see “APPENDIX C -FORMS OF CERTAIN
LEGAL DOCUMENTS -Master Lease Purchase Agreement.” Upon the termination of the Lease Term as a result of a default by the City, the Corporation shall have, in addition to the rights
and remedies described above, the right to sue for compensatory damages, including damages for any loss suffered by the Corporation or the Trustee as a result of the City’s failure to
pay the unpaid balance of the Purchase Option Price when due. There can be no assurance that the remedies available to the Trustee upon any termination of the Lease Term of the Series
2010A Lease for non-appropriation or default and the disposition of the Series 2010A Facilities will produce sufficient amounts to pay the outstanding Series 2010A Certificates. The
federal income tax status of payments made to Series 2010A Certificate holders after such termination may also be adversely affected. See “TAX MATTERS.” Further, after such termination
of the Lease Term of the Series 2010A Lease, transfer of the Series 2010A Certificates may be subject to the registration provisions of applicable federal and state securities laws.
Accordingly, there is no assurance that the market for the Series 2010A Certificates will not be impaired following termination of the Lease Term of the Series 2010A Lease. Lease Payments
Subject to the conditions stated in the Series 2010A Lease, the City has expressed its current intent to make all Lease Payments due under the Series 2010A Lease. PROVIDED, HOWEVER,
THAT NONE OF THE CITY, THE CORPORATION, THE STATE OF FLORIDA, OR ANY POLITICAL SUBDIVISION THEREOF, IS OBLIGATED TO PAY, EXCEPT FROM APPROPRIATED FUNDS, ANY SUMS DUE TO THE CORPORATION
UNDER THE SERIES 2010A LEASE FROM ANY SOURCE OF TAXATION, AND THE FULL FAITH AND CREDIT OF THE CITY IS NOT PLEDGED FOR PAYMENT OF SUCH SUMS DUE THEREUNDER, AND THE SUMS DO NOT CONSTITUTE
AN INDEBTEDNESS OF THE CITY WITHIN THE MEANING OF ANY CONSTITUTIONAL OR STATUTORY PROVISION OR LIMITATION. All Lease Payments due under the Series 2010A Lease will be made from current
or other funds authorized by law. On the fifteenth (15th) day of the month immediately preceding an interest or principal payment date on the Series 2010A Certificates, the City is required
to pay to the Trustee the Basic Lease Payment then due on such date, which amount corresponds to the next succeeding payment due on the Series 2010A Certificates. The City is also required
to pay, when due, Additional Lease Payments and Supplemental Payments. Lease Payments due under the Series 2010A Lease may be reduced, when applicable, by amounts credited as follows:
(a) The Trustee will deposit into the Series 2010A Lease Payment account interest income in accordance with the Trust Agreement and apply such interest income as a credit against the
next ensuing Lease Payment to the extent provided in the Trust Agreement. Page 437 of 565
{25742/001/00465148.DOCv5} 27 (b) Upon completion of the acquisition and construction of the Series 2010A Facilities and the payment of all Costs of the Facilities, the amounts, if any,
remaining on deposit in the Series 2010A Acquisition Account shall be transferred to the Series 2010A Lease Payment Account to be applied to Basic Lease Payments next coming due under
the Series 2010A Lease. (c) The Trustee will deposit in the Series 2010A Lease Payment Account or the Acquisition Account, Net Proceeds realized in the event of damage, destruction or
condemnation of the Series 2010A Facilities to be applied to Basic Lease Payments or the costs of the prompt repair, restoration or replacement of such Series 2010A Facilities; provided,
however, if the City has determined that its operations have not been materially affected and that it is not in the best interest of the City to repair, restore or replace that portion
of the Series 2010A Facilities damaged, destroyed or condemned, then the City shall not be required to comply with the provisions of the preceding clause. In such event, the Net Proceeds,
at the option of the City, shall be (i) if Basic Lease Payments coming due in the next 12 months, or (ii) deposited in the Series 2010A Acquisition Account and applied to pay Costs of
other Facilities, in which case such other Facilities shall become subject to the provisions of the Series 2010A Lease as fully as if they were originally leased Facilities. The City
has covenanted and agreed under the Series 2010A Lease, to deposit, or cause to be deposited, all Federal Direct Payment revenues received by the City in connection with the Series 2010A-2
Certificates with the Trustee promptly upon receipt thereof. Such Federal Direct Payment revenues shall be deposited by the Trustee in the Series 2010A Lease Payment Account pursuant
to Section 403 of the Series 2010 Supplemental Trust Agreement. The amount of Basic Lease Payments due on each Lease Payment Date under the Series 2010A Lease shall be reduced by the
amount of of Federal Direct Payment revenues on deposit in the Series 2010A Lease Payment Account. Lease Covenants Under the Series 2010A Lease, the City is responsible for the acquisition,
construction, installation and equipping of the Series 2010A Facilities pursuant to the specifications of the City, including the letting of all contracts for the acquisition, construction,
installation and equipping of the Series 2010A Facilities. In the Series 2010A Lease, the City covenants that it will (i) maintain the Series 2010A Facilities at all times during the
Lease Term in good repair and condition, (ii) pay applicable taxes, assessments, utility charges and other governmental charges, and (iii) provide applicable insurance coverage which
may include self insurance, including property and liability insurance, all in accordance with the terms and provisions relating to these requirements contained in the Series 2010A Lease.
Budget and Appropriation The cost and expense of the performance by the City of its obligations under the Series 2010A Lease and the incurrence of any liabilities of the City under such
Series 2010A Lease including, without limitation, the payment of the corresponding Lease Payments and all other amounts required to be paid by the City under such Series 2010A Lease,
are subject to and dependent upon appropriations being duly made from time to time by the City for such purposes. Under no circumstances will the failure of the City to appropriate sufficient
funds constitute a default or require payment of a penalty, or in any way limit the right of the City to purchase or utilize educational facilities similar in function to those leased
under the Series 2010A Lease. Unless the City, no later than its last City Council meeting in the month of July of the then current Fiscal Year, shall give notice of its intent not to
appropriate the funds necessary to make all Lease Payments coming due in the following Fiscal Year under the Series 2010A Lease, the City Manager shall include in the budget recommendation
for for the following Fiscal Year submitted to the City Council in accordance with the Page 438 of 565
{25742/001/00465148.DOCv5} 28 Act, the funds necessary to make such Lease Payments, and the Lease Term of all Leases shall be automatically renewed on September 30 of the current Fiscal
Year, to commence on October 1 of the following Fiscal Year, subject to appropriation being made by the City in its annual Budget. If Lease Payments are due under the Series 2010A Lease
during the period prior to the adoption of the City’s annual Budget for an ensuing Fiscal Year, the Lease Term of all Leases shall be deemed extended only if the tentative budget or
extension of the prior budget (whether by City Council action or operation of law) makes available to the City monies which may be legally used to make the Lease Payments due hereunder
during such period. If no such appropriation is made by the City in its final annual Budget, or if no official budget is adopted as of the last day upon which a final budget is required
to have been adopted under the Act, the Lease Term of all Leases shall terminate as of the date of adoption of the final annual Budget, or the last day upon which a final budget is required
to have been adopted under the Act, whichever is earlier. If the City declares its intent at such public meeting prior to the end of the then current Fiscal Year not to appropriate the
funds necessary to make all Lease Payments coming due in the following Fiscal Year under the Series 2010A Lease, the Lease Term of all Leases shall not be automatically renewed for the
following Fiscal Year, but shall terminate on September 30th of the current Fiscal Year. The final Lease Term may be for a period which is less than a full Fiscal Year. The City hereby
agrees that, within three (3) Business Days after the adoption or approval of the final annual Budget which does not appropriate the funds necessary to make all Lease Payments coming
due in the following Fiscal Year under the Series 2010A Lease, it shall provide written notice of that fact to the Trustee, any Credit Facility Issuer, any issuer of a Reserve Account
Letter of Credit/Insurance Policy and any Counterparty. THE CITY MAY NOT BUDGET AND APPROPRIATE FUNDS TO MAKE LEASE PAYMENTS SELECTIVELY ON A LEASE BY LEASE BASIS, BUT MUST APPROPRIATE
FUNDS FOR ALL LEASES OR NONE OF THEM. For a discussion of the effect of termination of the Lease Term of any Lease, including the Series 2010A Lease, see “THE SERIES 2010A LEASE -Effect
of Termination for Non-Appropriation or Default” herein. THE CORPORATION The Corporation is a not-for-profit Florida corporation formed in 2010 for the purpose of benefiting the City
and facilitating the lease-purchase and financing of the Series 2010A Facilities. The members of the Board of Directors of the Corporation, are, ex-officio, the members of the City Council
of the City. The Mayor of the City serves as President of the Corporation, the Vice-Mayor of the City serves as Vice-President of the Corporation, the City Manager of the City serves
as Secretary/Treasurer of the Corporation and the City Clerk of the City serves as Assistant Secretary of of the Corporation. Upon dissolution of the Corporation, all of its assets will
be distributed to the City. There is no litigation currently pending or threatened against the Corporation. Pursuant to the Series 2010A Assignment, the Corporation will assign and convey
to the Trustee for the benefit of the Series 2010A Certificate holders and holders of any other Certificates representing an undivided proportionate interest in a portion of the Lease
Payments payable under the Series 2010A Lease, all of the Corporation’s right, title and interest, (i) as lessee of the Series 2010A Facility Sites under the Series 2010A Ground Lease
and (ii) as lessor of the Series 2010A Facilities under the Series 2010A Lease, except for certain rights to indemnification to hold title to certain of the Series 2010A Facilities and
to receive notices. Page 439 of 565
{25742/001/00465148.DOCv5} 29 This includes, without limitation, the right of the Trustee to receive for the benefit of Certificate holders all Basic Lease Payments and other amounts
required to be paid by the City under the Series 2010A Lease. THE CITY OF MIAMI GARDENS General The City was incorporated on May 13, 2003 and is Miami-Dade County’s third largest municipality
behind the cities of Miami and Hialeah. The City is located in North-Central Miami-Dade County midway between the cities of Ft. Lauderdale and Miami and comprises approximately 20 square
miles. The City was created with a population of 100,809, according to the U.S. Census Bureau's 2000 Estimates. The most current estimates by the City place its population at 109,730.
Today the City is a solid, working and middle class community of unique diversity. The City is the largest predominately African-American city in the State of Florida and boasts residents
from many Caribbean countries. The City is home to the Miami Dolphins and the Florida Marlins at SunLife Stadium, to Calder Casino and Race Track and also to three high schools and two
private universities. The City offers all traditional services provided by municipalities, except fire service, sanitation service or library service which is provided by Miami-Dade
County and water and sewer service which is provided by Miami-Dade County or the cities of North Miami Beach and Opa Locka. See APPENDIX A herein for additional information regarding
the City. City Government The City operates under a Mayor-Council-Manager form of government pursuant to which the City Council appoints the City Manager, the City Attorney and the City
Clerk, upon the recommendations of the Mayor. The City Council is comprised of seven members, each elected to four year terms. One member of the City Council is elected as Mayor by the
electors of the City and another City Council member is appointed as the Vice Mayor. The City Council is responsible for enacting ordinances, resolutions and regulations governing the
City as well as appointing the members of the various advisory boards. The City Manager is responsible for enforcement of laws and ordinances and appoints and supervises the department
directors of the City and overseeing the daily operations of the City. The Mayor of the City is presently Shirley Gibson whose term expires in August, 2012. The current members of the
City Council and expiration of their current terms of office are: Commission Members Date Term Expires Aaron Campbell, Jr. August, 2012 Felicia Robinson* August, 2014 Lisa Davis August,
2014 Oliver G. Gilbert III August, 2012 Andre Williams August, 2012 Sharon Pritchett August, 2012 *Although Felicia Robinson was declared the winner of the August 24, 2010 election and
was sworn onto the City Council on August 30, 2010, her opponent filed a lawsuit challenging the results. The court ordered both names be put on the November 2, 2010 ballot pending a
final decision on other issues encompassed in the lawsuit. If the court rules in Ms. Robinson’s favor she will retain her seat, otherwise the person receiving the majority of the votes
in the November 2nd election will win. Page 440 of 565
{25742/001/00465148.DOCv5} 30 The following paragraphs identify management officials of the City who are responsible for the City’s administrative functions. Dr. Danny O. Crew is the
City Manager and the chief administrative officer of the City. Dr. Crew was the first City Manager and has been employed by the City since January 2004. As City Manager to a newly incorporated
municipality, he established the City’s initial operating structure and the initiation of all municipal services including finance, parks and recreation, code enforcement, public works,
storm water and police. Dr. Crew is currently responsible for a City that has more than 600 full time employees and administers a budget of over $150 million. With over 30 years experience
in governmental administration, Dr. Crew’s experience includes positions as City Manager for 10 years of the City of Gastonia in North Carolina, Assistant County Administrator for St.
Lucie County and County Planning Director for Collier County, Florida and Assistant City Manager for the cities of Pompano Beach, Florida and Boca Raton, Florida. Dr. Crew holds a Doctorate
Degree in Public Administration from Nova-Southeastern University as well as Master Degrees in Urban & Regional Planning and Public Administration from Florida State University. He was
selected as South Florida Public Administrator of the Year in 2006 and was unanimously nominated by the City Council for the State of Florida Manager of the Year Award in 2008 and 2005.
Patricia Varney is the Finance Director of the City. Ms. Varney has over 27 years of experience in the government sector of which nineteen years she has served as Director of Finance
in four different municipalities located in Miami-Dade and Broward Counties. She is responsible for preparation and monitoring of the annual operating budget, five year capital improvement
plan, accounting functions, which includes preparation of the City’s Comprehensive Annual Financial Report, debt management, investments of the City’s surplus fund and utility billing.
During her tenure in two of the municipalities, she was also responsible for human resources functions and information technology. She has been a member of the Employee Pension Board
and also implemented a new employee pension plan for a municipality to reduce cost to that municipality. She has received the Comprehensive Annual Financial Report Award, Budget Award
and the Popular Annual Financial Award from the Government Finance Officer’s Association. Ms. Varney graduated from Barry University with a Business Management degree and is a Certified
Government Finance Officer with the State of Florida. Budget Process The City Manager submits to the City Council a proposed operating budget for the ensuing fiscal year which includes
appropriations and the means of financing such appropriations with an explanation regarding each expenditure that is not of a routine nature. Public hearings are conducted to obtain
taxpayer comments. Prior to October 1, the budget is legally enacted through passage of an ordinance. The City Manager is authorized to transfer budged amounts within individual funds
and any revisions that alter the total expenditures of any fund must be approved by the City Council. The City Council may make supplemental appropriations for the year up to the amount
of revenues in excess of those estimated. The City is authorized to make revisions to the adopted budget when new debt is issued or grants received that were not included in the originally
adopted budget. Unencumbered appropriations lapse at fiscal year end and such amounts are re-appropriated in the following year’s budget. Investment Policy In accordance with State law,
the City has adopted an investment policy. The objectives of the City’s investment policy are: (i) safety of capital-ensure that capital losses are avoided, (ii) liquidity-provision
of sufficient liquidity so that cash flow needs are met, and (iii) yield-maximization of return on the portfolio. Page 441 of 565
{25742/001/00465148.DOCv5} 31 The City Manager is responsible for the administration of the investment program. The City’s portfolio is currently invested in _______. The City believes
that it is in compliance with its investment policy. Pension Plans Defined Benefit Pension Plan The City participates in the State of Florida retirement System (the "FRS"), a cost-sharing
multipleemployer defined benefit plan or defined contribution retirement plan which covers substantially all of the City's full-time employees. The FRS was established in 1970, by consolidating
several employee retirement systems. All eligible employees as defined by the State who were hired after 1970 and those employed prior to 1970 that elect to be enrolled, are covered
by the FRS. Benefit provisions and all other requirements are established by Chapter 121, Florida Statutes and any amendments thereto can be made only by an act of the Florida legislature,
Employees of the FRS may participate in either the Public Employer Optional Retirement Program (the "Investment Plan"), a defined contribution retirement program or in the defined benefit
retirement plan (the "Pension Plan"). Eligible members of the Investment Plan are vested after one year of service and are directed to choose their investment product with a third party
administrator selected by the State Board of Administration. Employees participating in the Pension Plan have their benefits computed on the basis of age, average final compensation
and service credit. Benefits under the Pension Plan vest after six years of service. Employees who retire at or after age 62, with ten years of credited service, are entitled to an annual
retirement benefit, payable monthly for life. A post-retirement health insurance subsidy is also provided to eligible retires employees through the FRS defined benefits retirement plan.
The City is required to contribute amounts necessary to pay benefits when due as defined by State Statute. During the fiscal year ended September 30, 2009, the City contributed 20.92%
on behalf of Police Officers, 9.85% for General Employees, and 13.12% for Department Heads. For Fiscal Year ended September 30, 2010, the City contributed 23.25% on behalf of Police
Officers. 10.77% for General Employees, and 14.75% for Department Heads. Deferred Compensation Plan The City offers its employees a deferred compensation plan (the "Plan"), which is
administered by the International City Management Association Retirement Corporation ("ICMA") and was created in accordance with Internal Revenue Code Section 457 (a qualified plan).
The plan is available to all City employees and permits them to defer a portion of their salary until future years. Participation in this plan is optional; however, the City will match
employee contributions to this plan up to a maximum amount of 3% of the employees' annual salary. For the year ended September 30, 2009, the City contributed $622,254 into this plan.
All assets and income of the Plan are held in trust for the exclusive benefits of the participants. The City makes no investment decisions and has no fiduciary responsibilities regarding
the Plan; therefore, the assets and liabilities of the Plan are not included in the City's financial statements as of September 30, 2009. Retirees of the city are eligible to receive
a monthly stipend to be used towards the cost of health insurance. The dollar amount of
the stipend is based on a formula and years of service with the city. The City does not offer any other post employment benefits. Page 442 of 565
{25742/001/00465148.DOCv5} 32 Other Post Employment Benefits In accordance with Section 112.0801, the City provides medical coverage and life insurance benefits to its retirees. As with
all governmental entities providing similar plans, the City was required to comply with the Governmental Accounting Standard's Board Statement No. 45 – Accounting and Financial Reporting
by Employers for Postemployment Benefits Other than Pensions (“GASB 45”) no later than its Fiscal Year ending September 30, 2008. The City has historically accounted for its other post
employment benefit (“OPEB”) contributions on a pay as you go basis. GASB 45 applies accounting methodology similar to that used for pension liabilities to OPEB and attempts to more fully
reveal the costs of employment by requiring governmental units to include future OPEB costs in their financial statements. While GASB 45 requires recognition and disclosure of the unfunded
OPEB liability, there is no requirement that the liability of such plan be funded. The City recognizes the cost of postemployment healthcare in the year when the employee services are
received, reports the accumulated liability from prior years, and provides information useful in assessing potential demands on the City's future cash flows. Recognition of liability
accumulated from prior years will be phased in over 30 years, commencing with the 2009 liability. Plan Description Any employee of the City of Miami Gardens who participates in and satisfies
the vesting, disability, early or normal retirement provisions of the Florida Retirement System (FRS) may be eligible for post employment benefits. Eligible retirees may be covered at
the retirees' option the same as dependents of active employees. Prescription drug coverage is automatically extended to retirees and their dependents who continue coverage under the
Medical Plan. Retirees and their dependents, which are Medicare-eligible are not required to enroll for Parts A and B under Medicare. For claims otherwise covered under the Medicare
Part Part B, the Plan pays as secondary only for retirees actually enrolled into Part A and B. The City also offers its retirees a stipend to help cover the cost to continue coverage
of benefits such as health, life, accident hospitalization or other kinds of insurance during those years between retirement and Medicare eligibility. The City's OPEB plan is currently
unfunded; therefore, the offset to the other post employment benefit (OPEB) cost comes from actual subsidies paid on behalf of the current retirees and their dependents for the current
year. This offset is call the actual Employer Contribution and equals the total actual claims and other costs incurred by the retirees and their dependents for the year. The City retained
Gabriel Roeder Smith & Company (the “Actuary”) to perform an actuarial valuation of its OPEB liabilities. The City’s Actuary identified the City’s OPEB liabilities as of September 1,
2009 as $4,874,893 for all covered employees and retirees (including police officers) with its net OPEB OPEB liability for the year ended September 30, 2009 being $919,965, based on
GASB 45 methodology. In accordance with Section 112.0801, Florida Statutes, the City is required to permit eligible retirees and their eligible dependents to participate in the City’s
health insurance program at a cost to the retirees that is no greater than the cost at which coverage is available for active employees. MANAGEMENT DISCUSSION The City’s Fiscal Year
2009-2010 Budget was adopted on September 21, 2009 in the approximate amount of $150,342,732 with a General Fund budget of $71,841,480 (including transfers in). The millage rate increased
from 5.1488 mills in Fiscal Year 2008-2009 to 5.3734 mills in Fiscal Year 2009-2010. The City Page 443 of 565
{25742/001/00465148.DOCv5} 33 adopted its Fiscal Year 2009-2010 Budget based on an expected property tax revenues in the amount of $23 million, however, based on current collections
they only anticipate receiving about $22 million in property tax revenues. Such decrease was due to the July 1, 2010 certification of the Miami-Dade County Property Appraiser that reflected
the City’s 2009 taxable value as a drop of 8.0% instead of the earlier projection of 4.5%. Additionally, an increase in expenditures for police overtime and an error in coding overtime
for other employees increased expenditures by approximately $1,000,000. The City expects to make up the projected shortfall of approximately $1,300,000 in the Fiscal Year 2009-2010 Budget
by making cuts in certain departments and using fund reserves to end the year with a balanced budget. The chart below shows the City’s General Fund budget to actual expenditures for
Fiscal Year 2009-2010 as of July 31, 2010. ACTUAL VS. BUDGETED REVENUES, EXPENDITURES AND NET CHANGES IN FUND BALANCE FOR THE GENERAL FUND THROUGH JULY 2010 Budget Actual (through July
31, 2010) Variance Revenues: Property taxes $23,089,178 $21,776,127 ($1,313,051) Utility taxes 11,276,242 7,125,533 (4,150,709) Intergovernmental 9,155,284 6,148,766 (3,006,518) Charges
for services 3,242,505 3,704,374 461,869 Licenses and permits 1,925,000 1,553,059 (371,941) Fines and forfeitures 2,537,000 3,251,508 714,508 Franchise fees** 5,809,802 853,174 (4,956,628)
Grants and donations 2,477,432 1,473,749 (1,003,683) Other income 1,222,607 1,500,006 277,399 Interest 360,000 79,700 (280,300) Total revenues $61,095,050 $47,465,996 (13,629,054) Expenditures:
Current General government Legislative 734,955 537,410 197,545 City Manager 1,027,358 829,312 198,046 Community Outreach 2,396,250 2,614,051 (217,801) City Clerk 389,053 302,677 86,376
Finance 749,901 606,948 142,953 Human Resources 825,553 663,532 162,021 City Attorney 598,255 460,236 138,019 Non-departmental 199,461 123,971 75,490 Purchasing 330,476 257,078 73,398
City Hall 1,882,671 1,696,922 185,749 Information Technology 2,471,837 1,746,347 725,490 Fleet 1,928,720 1,392,863 535,857 Public safety: Police 31,135,609 27,270,033 3,865,576 Code
enforcement 1,776,783 1,434,831 341,952 Culture and recreation 7,124,604 4,904,604 2,220,000 Capital outlay General government 1,084,159 994,104 90,055 Public safety 177,861 146,808
31,053 Page 444 of 565
{25742/001/00465148.DOCv5} 34 Parks and recreation 30,728 14,482 16,246 Total expenditures $54,864,234 $45,996,209 $8,868,025 Excess (deficiency) of revenues over expenditures 6,230,816
1,469,787 (4,761,029) Other financing sources (uses): Transfers in 9,773,151 8,079,292 (1,693,859) Transfers out (17,291,360) (14,443,868) 2,847,492 Issuance of debt 913,194 1,333,322
420,128 Total other financing sources (uses) (6,605,015) (5,031,254) 1,573,761 Net change in fund balances (374,199) (3,561,467) (3,187,268) ______________________________ Source: City
of Miami Gardens Finance Department ** City receives Electric Franchise fees once per year. FPL remitted all franchise fees to the County during the year. In August of each year, the
County distributes the amount to the City. The amount received on August 13, 2010 was $4,038,941. The City is currently in the middle of preparing the Fiscal Year 2010-2011 Budget and
expects to adopt such budget on September 22, 2010 in the amount of $154,056,731 with a General Fund Fund budget of $73,358,244. The City anticipates that it will differ slightly from
the Fiscal Year 2009-2010 Budget, but provide a level of service which is comparable to Fiscal Year 2009-2010. For the Fiscal Year 2010-2011 Budget, the City expects to increase the
millage rate from 5.3734 mills to 6.2728 mills pursuant to the State’s roll-back rate rules due to a decline in the property tax values in excess of 17%. Such budget includes the elimination
of 28 vacant positions and 3 grant positions and does not add any new staff for Fiscal Year 2010-2011. The major changes in the Fiscal Year 2010-2011 Budget include: (i) no new or replacement
vehicles are included; (ii) supplies, computers and other office-type expenses have been reduced; and (iii) an overall decrease in fulltime equivalent positions and only vacancies which
are critical to operations will be replaced. In Fiscal Year 2010-2011, Mercedes Benz of America will receive its certificate of occupancy which will enhance additional tax revenue for
the City in the future. Although not included in the Fiscal Year 2010-2011 Budget, the City expects to receive additional revenue from property taxes due to the water park to be constructed
on the site of the SunLife Stadium. The chart below shows the City’s [adopted] General Fund budget for Fiscal Year 2010-2011. ADOPTED GENERAL FUND BUDGET FOR FISCAL YEAR 2010-2011 Budget
Revenues: Property taxes $ 22,150,811 Utility taxes 10,667,000 Intergovernmental 9,228,984 Charges for services 4,379,409 Licenses and permits 1,771,000 Fines and forfeitures 475,000
Franchise fees 5,520,000 Grants and donations 1,022,441 Other income 8,610,524 Interest 150,000 Total revenues $ 63,975,169 Page 445 of 565
{25742/001/00465148.DOCv5} 35 Budget (cont’d) Expenditures: Current: General government Legislative 633,970 City Manager 1,053,991 Community Outreach 2,357,133 City Clerk 403,293 Finance
762,230 Human Resources 919,901 City Attorney 550,343 Non-departmental 10,410,279 Purchasing 343,387 City Hall -Information Technology 1,894,587 Fleet 1,841,318 Public safety: Police
32,910,317 Code enforcement 1,651,535 Culture and recreation 7,661,910 Capital outlay General government 549,550 Public safety -Parks and recreation 44,000 Total expenditures $ 63,943,744
Excess (deficiency) of revenues over expenditures 31,425 Other financing sources (uses): Transfers in 1,495,968 Transfers out (1,182,155) Issuance of debt -Total other financing sources
(uses) 313,813 Net change in fund balances $ 345,238 THE CAPITAL IMPROVEMENT PROGRAM The City’s first capital improvement program was approved in Fiscal Year 2007. The City’s current
improvement program for Fiscal Year 2010-2011 consists of $54,290,000 in new capital projects. The largest project included in the capital improvement program is the Series 2010A Facilities
being funded by the Series 2010A Certificates. Additionally, the City plans to make improvements to Optimist Park. Over the four year period between Fiscal Year 2012 and Fiscal Year
2015, the City expects to spend $6,800,004 for the palmetto beautification project, sidewalk renovations, street paving program, tree program, US 441 beautification project and miscellaneous
park improvements. Page 446 of 565
{25742/001/00465148.DOCv5} 36 RISK FACTORS Each purchaser of Series 2010A Certificates is subject to certain risks and each prospective purchaser of Series 2010A Certificates is encouraged
to read this Offering Statement in its entirety. Particular attention should be given to the factors described below which, among others, could affect the market price of the Series
2010A Certificates to an extent that cannot be determined. Annual Right of the City to Terminate the Series 2010A Lease Although the City has determined that the Series 2010A Facilities
are necessary to its operations and currently intends to continue the Series 2010A Lease in force and effect for the maximum Lease Term and has covenanted in the Series 2010A Lease that
the City Manager will include a sufficient amount in the tentative budget to enable the City to make the corresponding Lease Payments due in each Fiscal Year, the City is not required
to appropriate funds for Basic Lease Payments. If for any Fiscal Year the City does not approve approve a final budget which appropriates sufficient funds from legally available revenues,
or if no final budget is adopted as of the last day upon which a final budget is required to have been adopted under State law for payment of its obligations under the Series 2010A Lease,
or any other Lease under the Master Lease, each respective Lease shall terminate as of the date of adoption of the final official budget, or such last day, whichever is earlier. THE
LIKELIHOOD THAT THE SERIES 2010A LEASE WILL BE TERMINATED AS THE RESULT OF AN EVENT OF NON-APPROPRIATION IS DEPENDENT UPON CERTAIN FACTORS THAT ARE BEYOND THE CONTROL OF THE SERIES 2010A
CERTIFICATE HOLDERS, INCLUDING THE CONTINUING FUTURE UTILITY OF THE FINANCED FACILITIES. Limitation upon Disposition; Ability to Sell or Relet Following an event of default under the
Series 2010A Lease or a non-appropriation, the Trustee, as assignee of the Corporation, may take possession of the Series 2010A Facilities and sell or relet the leasehold interests therein.
The Trustee’s ability to actually achieve such a disposition of such Series 2010A Facilities is limited by its inability to convey fee simple title to such Series 2010A Facilities, and
by the governmental nature of each of such Series 2010A Facilities. Moreover, it is possible that a court of competent jurisdiction could enjoin the sale or reletting of the Trustee’s
interest in such Series 2010A Facilities because of the essential governmental nature thereof. There can be no assurance that the remedies available to the Trustee upon any such termination
of the Series 2010A Lease and the disposition of the Series 2010A Facilities will provide sufficient amounts to pay the outstanding Series 2010A Certificates. Tax Effect upon Termination
Upon termination of the Series 2010A Lease there is no assurance that payments made by the Trustee [or the Insurer] with respect to the Series 2010A-1 Certificates and designated as
interest will be excludable from gross income for federal income tax purposes. See “TAX MATTERS” herein. Applicability of Securities Laws After termination of the Series 2010A Lease
the transfer of a Series 2010A Certificate may be subject to or conditioned upon compliance with the registration provisions of applicable federal and state securities laws. Accordingly,
there is no assurance that liquidity of the Series 2010A Certificates will not be impaired following termination of the Series 2010A Lease. Page 447 of 565
{25742/001/00465148.DOCv5} 37 No Right of Certificate Holders to Direct Remedies [Termination of the Master Lease, in and of itself, will not result in termination of the Insurer’s Policy.
Unless the Insurer is in default of its payment obligations under the Policy, the Insurer is entitled to control and direct any of the rights or remedies of the Trustee including the
right to direct the Trustee as to whether or not to re-let or sell the Facilities. Upon the occurrence of an Event of Default under the Trust Agreement, the Insurer may elect to redeem
all of the Series 2010A Certificates outstanding, in which case the principal and interest represented by the Series 2010A Certificates shall become due and payable immediately. If the
Insurer does not elect to redeem all Series 2010A Certificates outstanding, it has an obligation to continue to make payments to Series 2010A Certificate holders in accordance with the
original schedule of Basic Lease Payments represented by the outstanding Series 2010A Certificates. However, the Insurer has no fiduciary responsibility to the Series 2010A Certificate
holders with respect to the direction of such remedies and has no obligation to preserve the exclusion from gross income for federal income tax purpose of amounts paid to Series 2010A
Certificate holders by the Insurer and designated as interest.] Risks Associated with Federal Direct Payments In order to receive Federal Direct Payments, the City is required to make
certain filings with the Internal Revenue Service. If the City fails to make the required filings on a timely basis, it will delay receipt by the City of the Federal Direct Payments.
In addition, Build America Bonds have a number of limitations on the use of their proceeds. If the City were to use the proceeds of the Series 2010A-2 Certificates for expenditures other
than capital expenditures, reasonably required reserves and costs of issuance, the Series 2010A-2 Certificates would not be eligible for the Federal Direct Payments. It is also possible
that the Federal Direct Payments could be reduced or eliminated as a result of set-off for moneys owed by the City to the federal government or a legislative change by Congress. The
Federal Direct Payments do not constitute a full faith and credit guarantee of the United States, but are required by the Recovery Act to be paid by the United States Treasury. No assurances
can be provided that the City will receive the Federal Direct Payments. However, the availability or lack thereof of Federal Direct Payments has no effect on the City’s obligation to
make Lease Payments under the Series 2010A Lease. The amount of any Federal Direct Payment is subject to set-off and legislative changes by Congress. LITIGATION There is no litigation
now pending or threatened (i) to restrain or enjoin the issuance or sale of the Series 2010A Certificates, (ii) questioning or affecting the validity of the Series 2010A Lease or the
obligation of the City to make Lease Payments, (iii) questioning or affecting the validity of any of the proceedings for the authorization, sale, execution or delivery of the Series
2010A Certificates or (iv) challenging the existence of the City Council or the powers of the several offices of the officials of the City Council or the titles of the officials holding
their respective offices. Various suits and claims arising in the ordinary course of City operations are pending against the City. While the ultimate effect of such litigation cannot
be ascertained at this time, in the opinion of the City, the liabilities that may arise from such actions would not result in losses that would materially affect the financial position
of the City or the results of its operations. Page 448 of 565
{25742/001/00465148.DOCv5} 38 CERTAIN LEGAL MATTERS Certain legal matters in connection with the authorization, execution, delivery and sale of the Series 2010A Certificates are subject
to the approving legal opinion of Greenberg Traurig, P.A., Miami, Florida, Special Tax Counsel. The proposed form of such opinion is included as “APPENDIX E – Form of Legal Opinion of
Special Tax Counsel” herein. Special Tax Counsel's opinions are based on existing law, which is subject to change. Such opinions are further based on factual representations made to
Special Tax Counsel as of the date thereof. Special Tax Counsel assumes no duty to update or supplement its opinions to reflect any facts or circumstances that may thereafter come to
Special Tax Counsel's attention or to reflect any changes in law that may thereafter occur or become effective. Moreover, Special Tax Counsel's opinions are not a guarantee of a particular
result, and are not binding on the IRS or the courts' rather, such opinions represent Special Tax Counsel's professional judgment based on its review of existing law, and in reliance
eon the representations and covenants that it deems relevant to such opinion. Certain legal matters relating to disclosure will be passed upon for the by Bryant Miller Olive, Miami,
Florida, Disclosure Counsel. Certain legal matters will be passed upon by Sonja Dickens, Esquire, Counsel to the City and the Corporation. RATINGS [Moody’s Investors Service (“Moody’s”)
and Standard & Poor’s Ratings Services (“S&P”) are expected to assign the ratings of “____” and “_____,” respectively, to the Series 2010A Certificates with the understanding that upon
delivery of the Series 2010A Certificates, a policy guaranteeing the payment when due of the Basic Lease Payments represented by the Series 2010A Certificates will be issued by the Insurer.]
Moody’s and S&P have assigned [underlying] ratings of “___” and “__,” respectively, to the Series 2010A Certificates [without regard to the Policy]. An explanation concerning the significance
of of the ratings given by Moody’s may be obtained from Moody’s at 99 Church Street, New York, New York 10007, (212) 553-0470. An explanation of the ratings given by S&P may be obtained
from S&P at 25 Broadway, New York, New York 10004, (212) 208-8000. Certain information and materials concerning the Series 2010A Certificates, the City and the Corporation were furnished
to Moody’s and S&P by the City. Either rating service may raise, lower or withdraw its ratings at any time. If a downward change or withdrawal should occur, it could have an adverse
effect on the resale price of the Series 2010A Certificates. TAX MATTERS Opinion -Tax Treatment of Interest Portion of Basic Lease Payments In the opinion of Greenberg Traurig, P.A.,
Special Tax Counsel, under existing statutes, regulations, rulings and court decisions and assuming continuing compliance with certain covenants and the accuracy of certain representations,
(1) the portion of the Basic Lease Payments designated and paid as interest to the Series 2010A-1 1 Certificate holders will be excludable from gross income for federal income tax purposes,
(2) the portion of the Basic Lease Payments designated and paid as interest to the Series 2010A-1 Certificate holders will not be an item of tax preference for purposes of the federal
alternative minimum tax imposed on individuals and corporations and such portion of Basic Lease Payments will not be taken into account in determining adjusted current earnings for the
purpose of computing the alternative minimum tax imposed on certain corporations and (3) the Series 2010A-1 Certificates and the portion of the Basic Lease Payments designated and paid
as interest to the owners of the Series 2010A-1 Certificates will not be subject to taxation under the laws of the State of Florida, except as to estate taxes and taxes under Chapter
220, Florida Statutes, on interest, income or profits on debt obligations owned by corporations as defined therein; provided, however, that no opinion is expressed with respect to the
federal income tax consequences or the tax Page 449 of 565
{25742/001/00465148.DOCv5} 39 consequences under the laws of the State of Florida of any payments received with respect to the Series 2010A-1 Certificates following termination of the
Master Lease as a result of non-appropriation of funds or the occurrence of an event of default thereunder In the opinion of Special Tax Counsel, (1) the portion of the Basic Lease Payments
designated and paid as interest to the Series 2010A-2 Certificate holders will not be excludable from gross income for federal income tax purposes, and (2) the Series 2010A-2 Certificates
and the portion of the Basic Lease Payments designated and paid as interest to the owners of the Series 2010A-2 Certificates will not be subject to taxation under the laws of the State
of Florida, except as to estate taxes and taxes under Chapter 220, Florida Statutes, on interest, income or profits on debt obligations owned by corporations as defined therein. Special
Tax Counsel will express no other opinion as to any other federal tax consequences regarding the Series 2010A Certificates. Reference is made to the applicable proposed form of the opinion
of Special Tax Counsel attached hereto as “APPENDIX E – Form of Legal Opinion of Special Tax Counsel” for the complete text thereof. See also “CERTAIN LEGAL MATTERS” herein. Series 2010A-1
Certificates -Tax-Exempt Certificates Original Issue Discount and Premium. Certain of the Series 2010A-1 Certificates as indicated on the inside cover of this Offering Statement (“Discount
2010A-1 Certificates”) were offered and sold to the public at an original issue discount (“OID”). OID is the excess of the stated redemption price at maturity (the principal amount)
over the “issue price” of a Discount 2010A-1 Certificate. The issue price of a Discount 2010A-1 Certificate is the initial offering price to the public (other than to bond houses, brokers
or similar persons acting in the capacity of underwriters or wholesalers) at which a substantial amount of the Discount 2010A-1 Certificates of the same maturity is sold pursuant to
that offering. For federal income tax purposes, OID accrues to the owner of a Discount 2010A-1 Certificate over the period to maturity based on the constant yield method, compounded
semiannually (or over a shorter permitted compounding interval selected by the owner). The portion of OID that accrues during the period of ownership of a Discount 2010A-1 Certificate
(i) is interest excludable from the owner’s gross income for federal income tax purposes to the same extent, and subject to the same considerations discussed above, as other interest
on the Series 2010A-1 Certificates, and (ii) is added to the owner’s tax basis for purposes of determining gain or loss on the maturity, redemption, prior sale or other disposition of
that Discount 2010A-1 Certificate. A purchaser of a Discount 2010A-1 Certificate in the initial public offering at the price for that Discount 2010A-1 Certificate stated on the inside
cover of this Offering Statement who holds that Discount 2010A-1 Certificate to maturity will realize no gain or loss upon the retirement of that Discount 2010A-1 Certificate. Certain
of the Series 2010A-1 Certificates as indicated on the inside cover of this Offering Statement (“Premium 2010A-1 Certificates”) were offered and sold to the public at a price in excess
of their stated redemption price (the principal amount) at maturity. That excess constitutes bond premium. For federal income tax purposes, bond premium is amortized over the period
to maturity of a Premium 2010A-1 Certificate, based on the yield to maturity of that Premium 2010A-1 Certificate (or, in the case of a Premium 2010A-1 Certificate callable prior to its
stated maturity, the amortization period and yield may be required to be determined on the basis of an earlier call date that results in the lowest yield on that Premium 2010A-1 Certificate),
compounded semiannually (or over a shorter permitted compounding interval selected by the owner). No portion of that bond premium is deductible by the owner of a Premium 2010A-1 Certificate.
For For purposes of determining the owner’s gain or loss on the sale, redemption (including redemption at maturity) or other disposition of a Premium 2010A-1 Certificate, the owner’s
tax basis in the Premium 2010A-1 Certificate is reduced by the amount of bond premium that accrues during the period of ownership. As a result, an owner may realize taxable gain for
federal income tax purposes from the sale or other disposition of Page 450 of 565
{25742/001/00465148.DOCv5} 40 a Premium 2010A-1 Certificate for an amount equal to or less than the amount paid by the owner for that Premium 2010A-1 Certificate. A purchaser of a Premium
2010A-1 Certificate in the initial public offering at the price for that Premium 2010A-1 Certificate stated on the inside cover of this Offering Statement who holds that Premium 2010A-1
Certificate to maturity (or, in the case of a callable Premium 2010A-1 Certificate, to its earlier call date that results in the lowest yield on that Premium 2010A-1 Certificate) will
realize no gain or loss upon the retirement of that Premium 2010A-1 Certificate. Owners of Discount 2010A-1 Certificates and Premium 2010A-1 Certificates should consult their own tax
advisers as to the determination for federal income tax purposes of the amount of OID or bond premium properly accruable in any period with respect to the Discount 2010A-1 Certificates
or Premium 2010A-1 Certificates and as to other federal tax consequences and the treatment of OID and bond premium for purposes of state and local taxes on, or based on, income. Information
Reporting and Backup Withholding. Interest paid on tax-exempt obligations such as the Series 2010A-1 Certificates is subject to information reporting to the Internal Revenue Service
in a manner similar to interest paid on taxable obligations. This reporting requirement does not affect the excludability of the portion of the Basic Lease Payments designated and paid
as interest to the Series 2010A-1 Certificate holders from gross income for federal income tax purposes. However, in conjunction with the information reporting requirement, the Code
subjects certain non-corporate owners of Series 2010A-1 Certificates, under certain circumstances, to “backup withholding” at (i) the fourth lowest rate of tax applicable under Section
1(c) of the Code (i.e., a rate applicable to unmarried individuals) for taxable years beginning on or before December 31, 2010; and (ii) the rate of 31% for taxable years beginning after
December December 31, 2010, with respect to payments on the Series 2010A-1 Certificates and proceeds from the sale
of Series 2010A-1 Certificates. Any amount so withheld would be refunded or allowed as a credit against the federal income tax of such owner of Series 2010A-1 Certificates. This withholding
generally applies if the owner of Series 2010A-1 Certificates (i) fails to furnish the payor such owner’s social security number or other taxpayer identification number (“TIN”), (ii)
furnished the payor an incorrect TIN, (iii) fails to properly report interest, dividends, or other “reportable payments” as defined in the Code, or (iv) under certain circumstances,
fails to provide the payor or such owner’s securities broker with a certified statement, signed under penalty of perjury, that the TIN provided is correct and that such owner is not
subject to backup withholding. Prospective purchasers of the Series 2010A-1 Certificates may also wish to consult with their tax advisors with respect to the need to furnish certain
taxpayer information in order to avoid backup withholding. Generally. Except as described above, Special Tax Counsel will express no opinion regarding the federal income tax consequences
resulting from the receipt or accrual of the portion of the Basic Lease Payments designated and paid as interest to the Series 2010A-1 Certificate holders or the ownership or disposition
of the Series 2010A-1 Certificates. Prospective purchasers of Series 2010A-1 Certificates should be aware that the ownership of Series 2010A-1 Certificates may result in other collateral
federal tax consequences, including (i) the denial of a deduction for interest on indebtedness incurred or continued to purchase or carry Series 2010A-1 Certificates or, in the case
of a financial institution, that portion of the owner’s interest expense allocable to the interest portion of the Basic Lease Payments represented by the Series 2010A-1 Certificates,
(ii) the reduction of the loss reserve deduction for property and casualty insurance companies companies by 15 percent of certain items, including the interest portion of the Basic Lease
Payments represented by the Series 2010A-1 Certificates, (iii) the inclusion of the interest portion of the Basic Lease Payments represented by the Series 2010A-1 Certificates in the
earnings of certain foreign corporations doing business in the United States for purposes of a branch profits tax, (iv) the inclusion of the interest portion of the Basic Lease Payments
represented by the Series 2010A-1 Certificates in the passive income subject to federal income taxation of certain Subchapter S corporations with Subchapter C earnings and profits at
the close of the taxable year and (v) recipients of certain Social Security and Railroad Retirement benefits are required to take into account receipts and accrual of the interest portion
of the Basic Lease Payments Page 451 of 565
{25742/001/00465148.DOCv5} 41 represented by the Series 2010A-1 Certificates in determining whether a portion of such benefits are included in gross income for federal income tax purposes.
From time to time, there are legislative proposals in Congress which, if enacted, could alter or amend one or more of the federal income tax matters referred to herein or adversely affect
the market value of the Series 2010A-1 Certificates. It cannot be predicted whether or in what form any such proposal might be enacted or whether, if enacted, it would apply to obligations
(such as the Series 2010A-1 Certificates) issued prior to enactment. Series 2010A-2 Certificates --Build America Bonds Generally. The City intends to designate a portion of the Series
2010A Lease as Build America Bonds and has elected to receive a refundable credit, the Federal Direct Payment, from the United States Department of Treasury equal to 35% of the Basis
Reuse Interest Payments designated and paid as interest on the Series 2010A-2 Certificates. Under the Code, the City must use 100% of the excess of the available project proceeds over
amounts in a reasonably required reserve fund for capital expenditures. The availability of such Federal Direct Payment is subject to the condition that the City comply with the requirements
discussed in the preceding paragraph and all other requirements of the Code that must be satisfied subsequent to the issuance of the Series 2010A-2 Certificates. The City has covenanted
to comply with such requirements. If the City does not meet these requirements, it is possible that the City may not receive such Federal Direct Payment. The availability of the Federal
Direct Payment is also subject to the condition that any Federal Direct Payment owed to the City is required to be offset against other outstanding taxes or obligations of the City due
and payable to the United States federal government; in the case of any such offset the Federal Direct Payment received could be less than the Federal Direct Payment owed. General Tax
Information for and Series 2010A-2 Certificates. The following is a summary of certain anticipated United States federal income tax consequences of the purchase, ownership and disposition
of the Series 2010A-2 Certificates. The summary is based upon provisions of the Code, the regulations promulgated thereunder and rulings and court decisions now in effect, all of which
are subject to change. This summary is intended as a general explanatory discussion of the consequences of holding the Series 2010A-2 Certificates. This summary generally addresses Series
2010A-2 Certificates held as capital assets and does not purport to address all aspects of federal income taxation that may affect particular investors in light of their individual circumstances
or certain types of investors subject to special treatment under the federal income tax laws, including but not limited to financial institutions, insurance companies, dealers in securities
or currencies, persons holding such Series 2010A-2 Certificates as a hedge against currency risks or as a position in a straddle for tax purposes, foreign investors or persons whose
functional currency is not the U.S. dollar. Potential purchasers of the Series 2010A-2 Certificates should consult their own tax advisors in determining the federal, state or local tax
consequences to them of the purchase, holding and disposition of the Series 2010A-2 Certificates. The portion of the Basic Lease Payments designated and paid as interest to the Series
2010A-2 Certificate holders is not excludable from gross income for federal income tax purposes. Purchasers other than those who purchase the Series 2010A-2 Certificates in the initial
offering at their principal amounts will be subject to federal income tax accounting rules affecting the timing and/or characterization of payments received with respect to such Series
2010A-2 Certificates. Generally, the interest portion of Basic Lease Payment paid with respect to the Series 2010A-2 Certificates and recovery of accrued original issue and market discount,
if any, will be treated as ordinary income to the holder of Series 2010A-2 Certificates, and, Page 452 of 565
{25742/001/00465148.DOCv5} 42 after adjustment for the foregoing, the principal portion of Basic Lease Payments paid with respect to Series 2010A-2 Certificates will be treated as a
return of capital. Original Issue Discount. The following summary is a general discussion of certain federal income tax consequences of the purchase, ownership and disposition of Series
2010A-2 Certificates issued with original issue discount (“Discount Series 2010A-2 Certificates”). A Series 2010A-2 Certificate will be treated as having been issued at an original issue
discount if the excess of its “stated redemption price at maturity” (defined below) over its issue price (defined as the initial offering price to the public at which a substantial amount
of the Series 2010A-2 Certificates of the same maturity and series have first been sold to the public, excluding bond houses and brokers) equals or exceeds one quarter of one percent
of such Series 2010A-2 Certificate’s stated redemption price at maturity multiplied by the number of complete years to its maturity. Generally, a Discount Series 2010A-2 Certificate’s
“stated redemption price at maturity” is the total of all payments provided by the Discount Series 2010A-2 Certificate that are not payments of “qualified stated interest”. Generally,
“qualified stated interest” includes stated interest that is unconditionally payable in cash or property (other than debt instruments of the issuer) at least annually at a single fixed
rate. In general, the amount of original issue discount includible in income by the initial holder of a Discount Series 2010A-2 Certificate is the sum of the “daily portions” of original
issue discount with respect to such Discount Series 2010A-2 Certificate for each day during the taxable year in which such holder held such Discount Series 2010A-2 Certificate. The daily
portion of original issue discount is determined by allocating to each day in any accrual period a ratable portion of the original issue discount allocable to that accrual period. An
accrual period may be of any length, and may vary in length over the term of a Discount Series 2010A-2 Certificate, provided that each accrual period is not longer than one year and
each scheduled payment of principal or interest occurs at the end of an accrual period. The amount of original issue discount allocable to each accrual period is equal to the difference
between (i) the product of the Discount Series 2010A-2 Certificate’s adjusted issue price at the beginning of such accrual period and its yield to maturity (determined on the basis of
compounding at the close of each accrual period and appropriately adjusted to take into account the length of the particular accrual period) and (ii) the amount of any qualified stated
interest payments allocable to such accrual period. The “adjusted issue price” of a Discount Series 2010A-2 Certificate at the beginning of any accrual period is the sum of the issue
price of the Discount Series 2010A-2 Certificate plus the amount of original issue discount allocable to all prior accrual periods minus the amount of any prior payments on the Discount
Series 2010A-2 Certificate that were not qualified stated interest payments. Under these rules, holders will have to include in income increasingly greater amounts of original issue
discount in successive accrual periods. Certain holders may elect to include all interest (including stated interest, acquisition discount, original issue discount, de minimis original
issue discount, market discount, de minimis market discount, and unstated interest, as adjusted by any amortizable bond premium or acquisition premium) on the Discount Series 2010A-2
Certificate by using the constant yield method applicable to original issue discount, subject to certain limitations and exceptions. Such holders should consult their own tax advisors
with respect to whether or not they should so elect. Holders of Discount Series 2010A-2 Certificates should consult their own tax advisors as to the determination for federal income
tax purposes of the amount of original issue discount properly accruable in any period and as to other federal tax consequences and the treatment of original issue discount for purposes
of state and local taxes on, or based on, income. Page 453 of 565
{25742/001/00465148.DOCv5} 43 Market Discount. If a Certificateholder purchases a Series 2010A-2 Certificate for an amount that is less than the adjusted issue price of the Series 2010A-2
Certificate, and such difference is not considered to be de minimis, then such discount will represent market discount. Absent an election to accrue market discount currently, upon a
sale, exchange or other disposition of a Series 2010A-2 Certificate, a portion of any gain will be ordinary income to the extent it represents the amount of any such market discount
that was accrued through the date of sale. In addition, absent an election to accrue market discount currently, the portion of any interest expense incurred to carry a market discount
bond is limited. Such Certificateholders should consult their own tax advisors with respect to whether or not they should elect to accrue market discount currently, the determination
and treatment of market discount for federal income tax purposes and the state and local tax consequences of owning such Series 2010A-2 Certificate. Bond Premium. If a Certificateholder
purchases a Series 2010A-2 Certificate at a cost greater than its then principal amount, generally the excess is amortizable bond premium. The tax accounting treatment of bond premium
is complex. Such Certificateholders should consult their own tax advisors with respect to whether or not they should elect to amortize such premium under Section 171 of the Code, the
determination and treatment of such premium for federal income tax purposes and the state and local tax consequences of owning such Series 2010A-2 Certificates. Sale or Redemption of
Series 2010A-2 Certificates. A Certificateholder’s tax basis for a Series 2010A-2 Certificate is the price such owner pays for the Series 2010A-2 Certificate plus the amount of any original
issue discount and market discount previously included in income, reduced on account of any payments received (other than “qualified periodic interest” payments) and any amortized bond
premium. Gain or loss recognized on a sale, exchange or redemption of a Series 2010A-2 Certificate, measured by the difference between the amount realized and the Series 2010A-2 Certificate
basis as so adjusted, will generally give rise to capital gain or loss if the Series 2010A-2 Certificate is held as a capital asset (except as discussed above under “Market Discount”).
The legal defeasance of Series 2010A-2 Certificates may result in a deemed sale or exchange of such Bonds under certain circumstances; owners of such Series 2010A-2 Certificates should
consult their tax advisors as to the federal income tax consequences of such an event. Information Reporting and Backup Withholding. Interest paid on bonds such as the Series 2010A-2
Certificates is subject to information reporting to the Internal Revenue Service. In conjunction with the information reporting requirement, the Code subjects certain non-corporate owners
of Series 2010A-2 Certificates, under certain circumstances, to “backup withholding” at (i) the fourth lowest rate of tax applicable under Section 1(c) of the Code (i.e., a rate applicable
to unmarried individuals) for taxable years beginning on or before December 31, 2010; and (ii) the rate of 31% for taxable years beginning after December 31, 2010, with respect to payments
on the Series 2010A-2 Certificates and proceeds from the sale of Series 2010A-2 Certificates. This withholding generally applies if the owner of Series 2010A-2 Certificates (i) fails
to furnish the payor such owner’s social security number or other taxpayer identification number (“TIN”), (ii) furnished the payor an incorrect TIN, (iii) fails to properly report interest,
dividends, or other “reportable payments” as defined in the Code, or (iv) under certain circumstances, fails to provide the payor or such owner’s securities broker with a certified statement,
signed under penalty of perjury, that the TIN provided is correct and that such owner is not subject to backup withholding. Backup withholding will not apply, however, with respect to
certain payments made to Certificateholders, including payments to certain exempt recipients and to certain Nonresidents (defined below). Prospective purchasers of the Series 2010A-2
Certificates may also wish to consult with their tax advisors as to their qualification for an exemption from backup withholding and the procedure for obtaining the exemption. Nonresidents.
Under the Code, interest and original issue discount income with respect to Series 2010A-2 Certificates held by nonresident alien individuals, foreign corporations and other non-United
States Page 454 of 565
{25742/001/00465148.DOCv5} 44 persons (“Nonresidents”) may not be subject to withholding. Generally, payments on the Series 2010A-2 Certificates to a Nonresident that has no connection
with the United States other than holding the Series 2010A-2 Certificate will be made free of withholding tax, as long as such holder has complied with certain tax identification and
certification requirements. Nonresidents should consult their own tax advisors in determining the federal, state or local tax consequences to them of the purchase, holding and disposition
of the Series 2010A-2 Certificates. Circular 230 Disclosure. The discussion above relating to the Series 2010A-2 Certificates was written to support the promotion and marketing of the
Series 2010A-2 Certificates and was not intended or written to be used, and cannot be used, by a taxpayer for purposes of avoiding United States federal income tax penalties that may
be imposed. Each taxpayer should seek advice based on the taxpayer’s particular circumstances from an independent tax advisor. DISCLOSURE REQUIRED BY FLORIDA BLUE SKY REGULATIONS Section
517.051, Florida Statutes, and the regulations promulgated thereunder require that the City make full and fair disclosure of any bonds or other debt obligations of such entity that have
been in default as to payment of principal or interest at any time after December 31, 1975. The City is not and has not been, since December 31, 1975, in default as to payment of principal
of or interest on its bonds or other debt obligations. UNDERWRITING The Series 2010A Certificates are being purchased through negotiation by Loop Capital Markets LLC (the "Underwriter").
The Underwriter has agreed to purchase the Series 2010A Certificates at an aggregate purchase price of $________ (which purchase price represents the $_________ original principal amount
of the Series 2010A Certificates, less a net original issue discount of $_______ and less an Underwriter's discount of $________). The Underwriter's obligation to purchase the Series
2010A Certificates is subject to certain terms and conditions set forth in the purchase contract for the Series 2010A Certificates, the approval of certain legal matters by counsel and
certain other conditions. The Underwriter is obligated to purchase all of the Series 2010A Certificates if any are purchased. The Underwriter may offer and sell the Series 2010A Certificates
to certain dealers, banks and others at prices lower than the public offering prices set forth on the inside cover page hereof. The offering prices of the Series 2010A Certificates may
be changed from time to time by the Underwriter. INDEPENDENT AUDITORS The City of Miami Gardens' Comprehensive Annual Financial Report (the "CAFR") for the Year Ended September 30, 2009,
audited by Harvey, Covington and Thomas, L.L.C., Certified Public Accountants appear in APPENDIX B herein. [Harvey, Covington and Thomas, L.L.C. has not participated in the offering
of the Series 2010A Certificates and the CAFR was included as a public document.] CONTINUING DISCLOSURE The City will execute a Continuing Disclosure Certificate in the form attached
as APPENDIX D for the benefit of the holders of the Series 2010A Certificates and agrees to provide certain financial information and operating data annually relating to the City commencing
with the Fiscal Year ending September 30, 2010 Page 455 of 565
{25742/001/00465148.DOCv5} 45 and to provide notices of the occurrence of certain enumerated events, if material. Such covenants have been made in order to assist the Underwriter in
complying with Rule 15c2-12 of the Securities Exchange Commission (the "Rule"). The specific nature of the matters to be provided is set forth in APPENDIX D. A failure by the City to
comply with the requirements of the Continuing Disclosure Certificate will not constitute a default under the Trust Agreement or Series 2010A Lease. Nevertheless, such a failure must
be reported in accordance with the Rule and must be considered by any broker, dealer or municipal securities dealer before recommending the purchase or sale of the Series 2010A Certificates
in the secondary market. Consequently, such a failure may adversely affect the transferability and liquidity of the Series 2010A Certificates and their market price. In the event of
a failure by the City to comply with any provision of the Continuing Disclosure Certificate, the holders of at least twenty-five percent (25%) in aggregate principal amount of Outstanding
Series 2010A Certificates may take such actions as may be necessary and appropriate, including seeking mandamus or specific performance by court order, to cause the City to comply with
such obligations. The City has never failed to comply with its continuing disclosure obligations. CONTINGENT FEES The City has retained Special Tax Counsel and Disclosure Counsel with
respect to the authorization, due execution and delivery of the Series 2010A Certificates. Payment of the fees of such professionals and the fees of Underwriters and their counsel are
each contingent upon the issuance of the Series 2010A Certificates. FORWARD-LOOKING STATEMENTS DISCLAIMER The statements contained in this Offering Statement, and in any other information
provided by the City, that are not purely historical, are forward-looking statements, including statements regarding the City's expectations, hopes, intentions, or strategies regarding
the future. future. Readers should not place undue reliance on forward-looking statements. All forward-looking statements included in this Offering Statement are based on information
available to the City on the date hereof, and the City assumes no obligation to update any such forward-looking statements. The City's actual results could differ materially from those
discussed in such forward-looking statements. The forward-looking statements included herein are necessarily based on various assumptions and estimates and are inherently subject to
various risks and uncertainties, including risks and uncertainties relating to the possible invalidity of the underlying assumptions and estimates and possible changes or developments
in social, economic, business, industry, market, legal, and regulatory circumstances and conditions and actions taken or omitted to be taken by third parties, including customers, suppliers,
business partners and competitors, and legislative, judicial, and other governmental authorities and officials. Assumptions related to the foregoing involve judgments with respect to,
among other things, future economic, competitive, and market conditions and future business decisions, all of which are difficult or impossible to predict accurately and many of which
are beyond the control of the City. Any of such assumptions could be inaccurate and, therefore, there can be no assurance that the forward-looking statements included in this Offering
Statement will prove to be accurate. CERTIFICATION OF THE OFFERING STATEMENT At the time of payment for and delivery of the Series 2010A Certificates, the City will furnish a certificate,
executed by proper officers, acting in their official capacity, to the effect that to the best of their knowledge and belief: (a) the descriptions and statements of or pertaining to
the City contained in this Page 456 of 565
{25742/001/00465148.DOCv5} 46 Offering Statement, and any addenda, supplement or amendment thereto, on the date of this Offering Statement and on the date of sale of the Series 2010A
Certificates, and on the date of their delivery, were and are true and correct in all material respects; (b) insofar as the City and its affairs, including its financial affairs, are
concerned, this Offering Statement did not and does not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to
make the statements therein, in the light of the circumstances under which they were made, not misleading; (c) insofar as the descriptions and statements, including financial data, of
or pertaining to entities, other than the City, and their activities contained in this Offering Statement are concerned, such statements and data have been obtained from sources which
the City believes to be reliable and the City has no reason to believe that they are untrue in any material respect; and (d) there has been no material adverse change in the financial
condition of the City since the date of the last audited financial statements of the City. The Resolution of the Corporation authorizing the issuance of the Series 2010A Certificates
confirms the use of this Offering Statement in connection with the public offering for sale of the Series 2010A Certificates, and authorizes the use of this Offering Statement in the
offering of the Series 2010A Certificates by the Underwriter. CITY OF MIAMI GARDENS, FLORIDA By: ___________________ Mayor MIAMI GARDENS LEASING CORPORATION By: Secretary Page 457 of
565
{25742/001/00465148.DOCv5} A -1 APPENDIX A GENERAL INFORMATION REGARDING CITY OF MIAMI GARDENS, FLORIDA General The City of Miami Gardens, Florida (the “City”) is part of the nation’s
seventh largest metropolitan area. Incorporated in 2003, the City is the third largest municipality in Miami-Dade County, Florida behind the cities of Miami and Hialeah. The City is
located in North-Central Miami-Dade County midway between the cities of Ft. Lauderdale and Miami and comprises approximately 20 square miles. The City was created with a population of
100,809, according to the U.S. Census Bureau's 2000 Estimates. The most current estimates by the City place its population at 109,730. Today the City is a solid, working and middle class
community of unique diversity. The City is the largest predominately African-American city in the State of Florida and boasts residents from many Caribbean countries. The City is home
to the Miami Dolphins and the Florida Marlins at SunLife Stadium and to Calder Casino and Race Track and also to three high schools and two private universities. The City offers all
traditional services provided by municipalities, except fire service, sanitation service or library service which is provided by Miami-Dade County and water and sewer service which is
provided by Miami-Dade County or the cities of North Miami Beach and Opa Locka. Population ____________________________ Source: City of Miami Gardens, Florida Finance Department Government
The City operates under a Mayor-Council-Manager form of government pursuant to which the City Council appoints the City Manager, the City Attorney and the City Clerk, upon the recommendations
of the Mayor. The City Council is comprised of seven members, each elected to four year terms. One member of the City Council is elected as Mayor by the electors of the City and another
City Council member is appointed as the Vice Mayor. The City Council is responsible for enacting ordinance, resolutions and regulations governing the City as well as appointing the members
of of the various advisory boards. The City Manager is responsible for enforcement of laws and ordinances and appoints and supervises the department directors of the City and overseeing
the daily operations of the City. The elected officials include the Mayor and six council members. There are four single member, resident districts from which four council members are
chosen, with the remaining two council members being elected at-large by the citywide vote. The Mayor is also elected at-large. Year Miami Gardens Population Miami Gardens Estimated
Growth Rate Miami Gardens Actual Growth Rate 2000 100,809 --2004 105,414 4.57% 4.57% 2006 107,567 1.14 2.05 2007 109,200 1.50 1.52 2008 111,171 1.11 1.81 2010 109,730 -1.78 -1.78 2015
113,568 4.00 -2020 118,111 4.00 -2025 121,654 3.00 -2030 125,304 3.00 -Page 458 of 565
{25742/001/00465148.DOCv5} A-2 Climate The City’s climate is sub-tropical, characterized by long summers with abundant rain fall and mild, dry winters. The average temperature in the
summer is 89 degrees Fahrenheit and 74 degrees Fahrenheit in the winter, with an average annual temperature of 81 degrees. Parks and Recreation Outdoor recreational activities can be
enjoyed year-round. Altogether, the City has 20 parks on 214 acres. The park amenities include 11 playgrounds, 4 City pools, 7 tennis courts and 17 basketball courts. The parks offer
afterschool and camp programs, senior clubs, fitness and sports development to the residents. The City is committed to competitive programming for its youth and has created a Youth Sports
Program to offer a variety of sports all year round throughout the City parks. Sports include football, baseball, softball, track & field, swimming,
soccer and basketball. The City also offers its adults and seniors a variety of activities. The Miami Gardens Ballers is a co-ed adult basketball league with two age divisions. The Senior
Club is hosted by the City and for a minimal monthly fee seniors enjoy a variety of activities including special guest presentations, yoga, social gathers, indoor and outdoor activities,
and monthly trips. Aerobics, dancing and a walking club are activities free of charge hosted by the City to its residents. Entertainment Calder Casino & Race Course, also known as Calder
Race Track, is located within the City on about 220 acres. Calder Race Track offers gaming action with slot machines, Thoroughbred horse racing during two consecutive meets, year round
simulcasing, and card games. The casino is a Las Vegas style single story casino with over 1,200 slot machines, including blackjack, and three new restaurants. SunLife Stadium is also
located in the City and is used by the Miami Dolphins, the Florida Marlins and the Miami Hurricanes. Education The City is home to 17 elementary schools, 4 middle schools, 3 high schools,
4 special education and technical schools and two (2) private universities. The two private universities are Florida Memorial University (FMU) and St. Thomas University. Florida Memorial
University is the only Historically Black College/University (HBCU) in South Florida. Florida Memorial University traces its history to two school mergers in 1941, in St. Augustine,
FL that ultimately became the Florida Memorial University we know today. In 1968 the college relocated to South Florida to its present and permanent site. The university offers 41 undergraduate
and 4 graduate degree programs. FMU is a culturally divers institution representing students from over 40 countries. St. Thomas University was founded in 1961 and is a Catholic university
sponsored by the Archdioceses of Miami. The university offers 45 academic and graduate degree programs. The St. Thomas University School of Law is one of only two accredited Catholic
law schools south of the Georgetown University’s School of Law in Washington D.C. Transportation The City is centrally located midway between the cities of Ft. Lauderdale and Miami,
and is traversed by I-95, the Palmetto Expressway (SR-826), and the Florida Turnpike. It has rail access through the CSX Railway and the South Florida Tri-Rail system. The South Florida
Tri-Rail is a 72-mile train system which links West Palm Beach, Boca Raton, Fort Lauderdale, Hollywood and Miami International Airport. Page 459 of 565
{25742/001/00465148.DOCv5} A-3 Economic and Demographic Information AGE Population Percentage Under 5 years 7,293 7.25 5-9 years 8,873 8.8% 10-14 years 9,818 9.7% 15-24 years 16,993
16.9% 25-34 years 13,331 13.2% 35-44 years 14,368 14.3% 45-54 years 12,620 12.5% 55-64 years 8,788 8.7% 65 years and over 8,725 8.7% ____________________ Source: City of Miami Gardens,
Florida Comprehensive Annual Financial Report 2009 RACE Population Percentage White 14,797 14.7% Black 79,704 79.1 Other Races 3,363 3.3 Hispanic Origin 16,304 16.2 Two or more races
2,945 2.9 __________________ Source: City of Miami Gardens, Florida Comprehensive Annual Financial Report 2009 PER CAPITA PERSONAL INCOME Year Miami Gardens Miami(1) Florida 2003 $27,744
$ 27,670 $ 30,128 2004 29,955 35,668 32,618 2005 31,347 38,342 34,798 2006 40,737 36,720 __________________ Source: City of Miami Gardens, Florida Comprehensive Annual Financial Report
2009 Bureau of Economic and Business Research, University of Florida (1) Data is for Metropolitan Statistical Area Page 460 of 565
{25742/001/00465148.DOCv5} A-4 LABOR FORCE AND EMPLOYMENT STATISTICS GREATER MIAMI METROPOLITAN AREA Year Employment Civilian Labor Force Unemployment Rate (1) Florida Unemployment Rate
2006 1,108,341 1,155,492 4.0% 3.4% 2007 1,135,389 1,189,398 4.1 4.1 2008 1,140,628 1,220,130 6.0 6.2 2009 1,111,248 1,226,096 11.3 11.5 __________________ Source: US Bureau of Labor
(1) City of Miami Gardens, Florida CITY OF MIAMI GARDENS HOUSING INFORMATION PROJECTED HOUSING RESIDENTIAL DENSITY UNITS BY YEAR 2010 2015 2020 2025 Single-Family (1) 26,360 27,880 29,486
31,185 Multiple-Family (2) 8,302 8,780 9,286 9,821 Total Units 34,662 36,660 38,772 41,006 (1) Growth consists of Low Density Residential (76.05% of housing stock) (2) Growth consists
of Medium Density Residential (23.95% of housing stock) __________________ Source: City of Miami Gardens, Florida Comprehensive Annual Financial Report 2009 Page 461 of 565
{25742/001/00465148.DOCv5} A -1 CITY OF MIAMI GARDENS PRINCIPAL EMPLOYERS Name Number of Employees Miami-Dade School Board 2,942 Sun Life Stadium f/k/a Landshark Stadium 1,500 Calder
Race Track 698 Walmart 680 City of Miami Gardens 562 St. Thomas University 400 UAIC 430 Lehman Dealerships 395 Precision Response Corp. 345 Brandsmart USA 318 Florida Memorial University
276 Comcast Cable 190 US Post Office 126 __________________ Source: City of Miami Gardens, Florida Comprehensive Annual Financial Report 2009 Ad Valorem Assessments As of September 30,
2009, the City’s ten largest ad valorem taxpayers, the nature of their activities, the assessed values of their properties (in thousands of dollars), and their relative percentage of
total assessed property values in the City follows: CITY OF MIAMI GARDENS PRINCIPAL PROPERTY TAXPAYERS 2009 ASSESSED VALUES Taxpayer Assessed Value Percent Sunlife Stadium f/k/a Landshark
Stadium $122,395 2.5% Walmart Stores East LP 58,512 1.2% Calder Race Cource, Inc. 44,961 0.9% CAN AM Associates 42,323 0.9% Dr Horton 36,327 0.8% Continental Equities Inc. 37,007 0.8%
Dorsan Devlopment 28,755 0.6% Somervale Administrative Inc 26,600 0.5% Crystal Lakes Investments 25,075 0.5% Lakes Edge Partners L.P. 23,038 0.5% Total $444,993 9.2% __________________
Source: City of Miami Gardens, Florida Comprehensive Annual Financial Report 2009 Page 462 of 565
{25742/001/00465148.DOCv5} A-2 CITY OF MIAMI GARDENS PROPERTY TAX LEVIES AND COLLECTION (amounts expressed in thousands) Collected within the Fiscal Year of Levy Total Collections to
Date Fiscal Year Ended September 30, Total taxes Levied for Fiscal Year Amount Percent of Levy Amount Percent of Levy 2005 10,314 9,952 96.5% 9,952 96.5% 2006 11,922 11,636 97.6% 11,636
97.6% 2007 19,832 19,181 96.7% 19,181 96.7% 2008 24,262 22,871 94.3% 22,871 94.3% 2009 24,136 23,840 98.8% 23,840 98.8% _________________ Source: City of Miami Gardens, Florida Comprehensive
Annual Financial Report 2009 CITY OF MIAMI GARDENS, FLORIDA HISTORICAL MILEAGE RATES FISCAL YEARS 2005 2006 2007 2008 2009 3.6484 3.6384 5.1488 5.1488 5.1402 __________________ Source:
City of Miami Gardens, Florida Comprehensive Annual Financial Report 2009 CITY OF MIAMI GARDENS RECORD OF BUILDING PERMITS 2005 THROUGH 2010 Fiscal Year New Commercial Building Permits
Estimated Cost Other Commercial Building Permits New Residential Building Permits Estimated Cost Other Residential Building Permits 2005-2006 2006-2007 2007-2008 2008-2009 2009-2010
___________________ Source: City of Miami Gardens, Florida Page 463 of 565
{25742/001/00465148.DOCv5} A-3 CITY OF MIAMI GARDENS, FLORIDA DIRECT AND OVERLAPPING GOVERNMENTAL ACTIVITIES DEBT FISCAL YEAR ENDED SEPTEMBER 30, 2009 (amounts expressed in thousands)
Jurisdiction Net Debt Outstanding Estimated Percentage Applicable (1) Amount Applicable to Miami Gardens Miami-Dade County Schools (2) $ 673,277 2.30% $ 15,485 Miami-Dade County (3)
843,961 2.30% 19,411 Subtotal overlapping debt 1,517,238 34,896 City of Miami Gardens direct debt 56,477 100.0% 56,477 Total direct and overlapping debt $ 1,573,715 $ 91,373 __________________
Source: City of Miami Gardens, Florida Comprehensive Annual Financial Report 2009 (1) The percentage of overlapping debt applicable is estimated using taxable assessed property values.
Applicable percentages were estimated by determining the portion of the county's taxable assessed value that is within the city's boundaries and dividing it by the county's total taxable
assessed value. (2) Miami-Dade County Schools, General Finance Department (3) Miami-Dade County, Finance Department (includes General Obligation, Special Obligation Bonds Page 464 of
565
Page 465 of 565
{25742/001/00465148.DOCv5} B -1 APPENDIX B COMPREHENSIVE AUDITED FINANCIAL REPORT FOR YEAR ENDED SEPTEMBER 30, 2009 Page 466 of 565
Page 467 of 565
{25742/001/00465148.DOCv5} C -1 APPENDIX C FORMS OF CERTAIN LEGAL DOCUMENTS Series 2010A Ground Lease Master Lease Schedule 2010A Master Trust Agreement Series 2010A Supplemental Trust
Agreement Series 2010A Assignment Agreement Page 468 of 565
Page 469 of 565
{25742/001/00463370.DOCv2} D-1 APPENDIX D FORM OF CONTINUING DISCLOSURE CERTIFICATE This Continuing Disclosure Certificate (the "Disclosure Certificate") is executed and delivered by
the City of Miami Gardens, Florida (the "Issuer") in connection with the issuance of its $_________ Certificates of Participation, Series 2010A-1 Evidencing Undivided Proportionate Interest
of the Owners Thereof in Basic Lease Payments to be Made by the City of Miami Gardens, Florida, as Lessee, Pursuant to the Master Lease Purchase Agreement with Miami Gardens Leasing
Corporation, as Lessor and its $_________ Certificates of Participation, Series 2010A-2 (Federally Taxable-Build America Bonds-Direct Payment) Evidencing Undivided Proportionate Interest
of the Owners Thereof in Basic Lease Payments to be Made by the City of Miami Gardens, Florida, as Lessee, Pursuant to the Master Lease Purchase Agreement with Miami Gardens Leasing
Corporation, as Lessor (the “Series 2010 Certificates”). The Series 2010 Certificates are being issued under the Master Trust Agreement dated as of [November 1, 2010] between the Issuer,
the Corporation and Wells Fargo Bank, N.A. (the “Trust Agreement”). SECTION 1. PURPOSE OF THE DISCLOSURE CERTIFICATE. This Disclosure Certificate is being executed and delivered by the
Issuer for the benefit of the Holders and Beneficial Owners of the Series 2010 Certificates and in order to assist the Participating Underwriters in complying with the continuing disclosure
requirements of Securities and Exchange Commission Rule 15c2-12. SECTION 2. DEFINITIONS. In addition to the definitions set forth in the Trust Agreement which apply to any capitalized
term used in this Disclosure Certificate, unless otherwise defined in this Section, the following capitalized terms shall have the following meanings: "Annual Report" shall mean any
Annual Report provided by the Issuer pursuant to, and as described in, Sections 3 and 4 of this Disclosure Certificate. "Beneficial Owner" shall mean any person which (a) has the power,
directly or indirectly, to vote or consent with respect to, or to dispose of ownership of, any Series 2010 Certificates (including persons holding Series 2010 Certificates through nominees,
depositories or other intermediaries), or (b) is treated as the owner of any Series 2010 Certificates for federal income tax purposes. "Dissemination Agent" shall mean the Issuer, or
any successor Dissemination Agent designated in writing by the Issuer and which has filed with the Issuer a written acceptance of such designation. ["Insurer" shall mean [Financial Guaranty
Insurance] and any successor thereto.] "Listed Events" shall mean any of the events listed in Section 5(a) of this Disclosure Certificate. Page 470 of 565
{25742/001/00463370.DOCv2} D-2 "Participating Underwriters" shall mean the original underwriters of the Series 2010 Certificates required to comply with the Rule in connection with offering
of the Series 2010 Certificates. "Repository" shall mean each entity authorized and approved by the Securities and Exchange Commission from time to time to act as a repository for purposes
of complying with the Rule. The Repositories approved by the Securities and Exchange Commission may be found by visiting the Securities and Exchange Commission's website at http://www.sec.gov/info/mu
nicipal/nrmsir.htm. As of the date hereof, the Repository recognized by the Securities and Exchange Commission for such purpose is the Municipal Securities Rulemaking Board, which currently
accepts continuing disclosure submissions through its Electronic Municipal Market Access ("EMMA") web portal at "http://emma.msrb.org." "Rule" shall mean the continuing disclosure requirements
of Rule 15c2-12 adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as the same may be amended from time to time. "State" shall mean the State
of Florida. SECTION 3. PROVISION OF ANNUAL REPORTS. (a) The Issuer shall, or shall cause the Dissemination Agent to, not later than each _________, commencing ______, 2011 with respect
to the report for the 2010 fiscal year, provide to any Repository, in the electronic format as required and deemed acceptable by such Repository [and the Insurer] an Annual Report which
is consistent with the requirements of Section 4 of this Disclosure Certificate. The Annual Report may be submitted as a single document or as separate documents comprising a package,
and may cross-reference other information as provided in Section 4 of this Disclosure Certificate; provided that the audited financial statements of the Issuer may be submitted separately
from the balance of the Annual Report and later than the date required above for the filing of the Annual Report if they are not available by that date provided, further, in such event
unaudited financial statements are required to be delivered as part of the Annual Report in accordance with Section 4(a) below. If the Issuer's fiscal year changes, it shall give notice
of such change in the same manner as for a Listed Event under Section 5(c). (b) Not later than fifteen (15) Business Days prior to the date set forth in (a) above, the Issuer shall provide
the Annual Report to the Dissemination Agent (if other than the Issuer). If the Issuer is unable to provide to any Repository an Annual Report as required in subsection (a), the Issuer
shall send a notice to any Repository [and the Insurer], in the electronic format as required and deemed acceptable by any such Repository in substantially the form attached as Exhibit
A. Page 471 of 565
{25742/001/00463370.DOCv2} D-3 (c) The Dissemination Agent shall: (i) determine each year prior to the date for providing the Annual Report the name and address of any Repository [and
the Insurer]; and (ii) if the Dissemination Agent is other than the Issuer, file a report with the Issuer certifying that the Annual Report has been provided pursuant to this Disclosure
Certificate, stating the date it was provided and listing any Repository [and the Insurer] to which it was provided. SECTION 4. CONTENT OF ANNUAL REPORTS. The Issuer's Annual Report
shall contain or include by reference the following: (a) the audited financial statements of the Issuer for the prior fiscal year, prepared in accordance with generally accepted accounting
principles as promulgated to apply to governmental entities from time to time by the Governmental Accounting Standards Board. If the Issuer's audited financial statements are not available
by the time the Annual Report is required to be filed pursuant to Section 3(a), the Annual Report shall contain unaudited financial statements in a format similar to the financial statements
contained in the final Offering Statement dated _______________, 2010 (the "Offering Statement"), and the audited financial statements shall be filed in the same manner as the Annual
Report when they become available; and (b) updates to the following historical financial information and operating data in tabular form in the Offering Statement in the table entitled
"__________________ The information provided under Section 4(b) may be included by specific reference to other documents, including official statements of debt issues of the Issuer or
related public entities, which are available to the public on the Repository's Internet Website or filed with the Securities and Exchange Commission. The Issuer shall clearly identify
each such other document so included by reference. SECTION 5. REPORTING OF SIGNIFICANT EVENTS. (a) Pursuant to the provisions of this Section 5, the Issuer shall give, or cause to be
given, given, notice of the occurrence of any of the following events with respect to the Series 2010 Certificates, if material: 1. principal and interest payment delinquencies; 2. non-payment
related defaults; 3. unscheduled draws on the debt service reserves reflecting financial difficulties; Page 472 of 565
{25742/001/00463370.DOCv2} D-4 4. unscheduled draws on credit enhancements reflecting financial difficulties; 5. substitution of credit or liquidity providers, or their failure to perform;
6. adverse tax opinions or events affecting the tax-exempt status of the Series 2010 Certificates; 7. modifications to rights of the holders of the Series 2010 Certificates; 8. Series
2010 Certificate calls (other than scheduled mandatory redemption); 9. defeasances; 10. release, substitution, or sale of property securing repayment of the Series 2010 Certificates;
11. ratings changes; and 12. notice of any failure on the part of the Issuer to meet the requirements of Section 3 hereof. (b) Whenever the Issuer obtains knowledge of the occurrence
of a Listed Event, the Issuer shall promptly determine if such event would be material under applicable federal securities laws; provided, however, that any event under clauses 1, 3,
4, 5, 6 and 11 above shall always be deemed to be material. (c) If the Issuer determines that knowledge of the occurrence of a Listed Event would be material under applicable federal
securities laws, the Issuer shall promptly file a notice of such occurrence with any (i) Repository, in the electronic format as required and deemed acceptable by any such Repository,
[and the Insurer]. SECTION 6. IDENTIFYING INFORMATION. In accordance with the Rule, all disclosure filings submitted in pursuant to this Disclosure Certificate to any Repository must
be accompanied by identifying information as prescribed by the Repository. Such information may include, but not be limited to: (a) the category of information being provided; (b) the
period covered by any annual financial information, financial statement or other financial information or operation data; (c) the issues or specific securities to which such documents
are related (including CUSIPs, issuer name, state, issue description/securities name, dated date, maturity date, and/or coupon rate); Page 473 of 565
{25742/001/00463370.DOCv2} D-5 (d) the name of any obligated person other than the Issuer; (e) the name and date of the document being submitted; and (f) contact information for the
submitter. SECTION 7. TERMINATION OF REPORTING OBLIGATION. The Issuer's obligations under this Disclosure Certificate shall terminate upon the legal defeasance, prior redemption or payment
in full of all of the Series 2010 Certificates or if the Rule is repealed or no longer in effect. If such termination occurs prior to the final maturity of the Series 2010 Certificates,
the Issuer shall give notice of such termination in the same manner as for a Listed Event under Section 5(c). SECTION 8. DISSEMINATION AGENT. The Issuer may, from time to time, appoint
or engage a Dissemination Agent to assist it in carrying out its obligations under this Disclosure Certificate, and may discharge any such Dissemination Agent, with or without appointing
a successor Dissemination Agent. The Dissemination Agent shall not be responsible in any manner for the content of any notice or report prepared by the Issuer pursuant to this Disclosure
Certificate. The initial Dissemination Agent shall be the Issuer. SECTION 9. AMENDMENT; WAIVER. Notwithstanding any other provision of this Disclosure Certificate, the Issuer may amend
this Disclosure Certificate, and any provision of this Disclosure Certificate may be waived, provided that the following conditions are satisfied: (a) If the amendment or waiver relates
to the provisions of Sections 3(a), 4, or 5(a), it may only be made in connection with a change in circumstances that arises from a change in legal requirements, change in law, or change
in the identity, nature or status of the Issuer, or the type of business conducted; (b) The undertaking, as amended or taking into account such waiver, would, in the opinion of nationally
recognized bond counsel, have complied with the requirements of the Rule at the time of the original issuance of the Series 2010 Certificates, after taking into account any amendments
amendments or interpretations of the Rule, as well as any change in circumstances; and (c) The amendment or waiver either (i) is approved by the holders or Beneficial Owners of the Series
2010 Certificates in the same manner as provided in the Trust Agreement for amendments to the Trust Agreement with the consent of holders or Beneficial Owners, or (ii) does not, in the
opinion of nationally recognized bond counsel, materially impair the interests of the holders or Beneficial Owners of the Series 2010 Certificates. Notwithstanding the foregoing, the
Issuer shall have the right to adopt amendments to this Disclosure Certificate necessary to comply with modifications to and interpretations of the provisions of the Rule as announced
by the Securities and Exchange Commission from time to time. Page 474 of 565
{25742/001/00463370.DOCv2} D-6 In the event of any amendment or waiver of a provision of this Disclosure Certificate, the Issuer shall describe such amendment in the next Annual Report,
and shall include, as applicable, a narrative explanation of the reason for the amendment or waiver and its impact on the type (or in the case of a change of accounting principles, on
the presentation) of financial information or operating data being presented by the Issuer. In addition, if the amendment relates to the accounting principles to be followed in preparing
financial statements, (i) notice of such change shall be given in the same manner as for a Listed Event under Section 5(c), and (ii) the Annual Report for the year in which the change
is made should present a comparison (in narrative form and also, if feasible, in quantitative form) between the financial statements as prepared on the basis of the new accounting principles
and those prepared on the basis of the former accounting principles. SECTION 10. ADDITIONAL INFORMATION. Nothing in this Disclosure Certificate shall be deemed to prevent the Issuer
from disseminating any other information, using the means of dissemination set forth in this Disclosure Certificate or any other means of communication, or including any other information
in any Annual Report or notice of occurrence of a Listed Event, in addition to that which is required by this Disclosure Certificate. If the Issuer chooses to include any information
in any Annual Report or notice of occurrence of a Listed Event in addition to that which is specifically required by this Disclosure Certificate, the Issuer shall have no obligation
under this Certificate to update such information or include it in any future Annual Report or notice of occurrence of a Listed Event. SECTION 11. DEFAULT. In the event of a failure
of the Issuer to comply with any provision of this Disclosure Certificate, any holder or Beneficial Owner of the Series 2010 Certificates may take such actions as may be necessary and
appropriate, appropriate, including seeking mandamus or specific performance by court order, to cause the Issuer to comply with its obligations under this Disclosure Certificate; provided,
however, the sole remedy under this Disclosure Certificate in the event of any failure of the Issuer to comply with the provisions of this Disclosure Certificate shall be an action to
compel performance. A default under this Disclosure Certificate shall not be deemed an Event of Default under the Trust Agreement. SECTION 12. DUTIES, IMMUNITIES AND LIABILITIES OF DISSEMINATION
AGENT. The Dissemination Agent shall have only such duties as are specifically set forth in this Disclosure Certificate, and the Issuer agrees to indemnify and save the Dissemination
Agent, its officers, directors, employees and agents, harmless against loss, expense and liabilities which it may incur arising out of or in the exercise or performance of its powers
and duties hereunder, including the costs and expenses (including attorneys fees) of defending against any claim of liability, but excluding liabilities due to the Dissemination Agent's
negligence or willful misconduct. The obligations of the Issuer under this Section shall survive resignation or removal of the Dissemination Agent and payment of the Series 2010 Certificates.
SECTION 13. BENEFICIARIES. This Disclosure Certificate shall inure solely to the benefit of the Issuer, the Dissemination Agent, the Participating Underwriters and holders and Beneficial
Page 475 of 565
{25742/001/00463370.DOCv2} D-7 Owners from time to time of the Series 2010 Certificates, and shall create no rights in any other person or entity. Dated as of _______________, 2010 CITY
OF MIAMI GARDENS, FLORIDA By: Mayor Page 476 of 565
{25742/001/00465148.DOCv5} D -8 EXHIBIT A NOTICE OF FAILURE TO FILE ANNUAL REPORT Name of Issuer: City of Miami Gardens, Florida Name of Bond Issue: Certificates of Participation, Series
2010A-1Evidencing Undivided Proportionate Interest of the Owners Thereof in Basic Lease Payments to be Made by City of Miami Gardens, Florida, as Lessee, Pursuant to the Master Lease
Purchase Agreement with Miami Gardens Leasing Corporation, as Lessor Certificates of Participation, Series 2010A-2 (Federally Taxable-Build America Bonds-Direct Payment) Evidencing Undivided
Proportionate Interest of the Owners Thereof in Basic Lease Payments to be Made by City of Miami Gardens, Florida, as Lessee, Pursuant to the Master Lease Purchase Agreement with Miami
Gardens Leasing Corporation, as Lessor Date of Issuance: _________________, 2010 NOTICE IS HEREBY GIVEN that the Issuer has not provided an Annual Report with respect to the above-named
Certificates as required by Sections 3 and 4(b) of the Continuing Disclosure Certificate dated as of ________________, 2010. The Issuer anticipates that the Annual Report will be filed
by _______________ ____________________________. Dated:__________________ CITY OF MIAMI GARDENS, FLORIDA By: Name: Title: Page 477 of 565
{25742/001/00465148.DOCv5} E -1 APPENDIX E FORM OF LEGAL OPINION OF SPECIAL TAX COUNSEL Page 478 of 565
I-1 EXHIBIT I FORM OF RULE 15c2-12 CERTIFICATE $_________* Certificates of Participation, Series 2010A Evidencing Undivided Proportionate Interests of the Owners Thereof in Basic Lease
Payments to be Made by the City of Miami Gardens, Florida, as Lessee, Pursuant to a Master Lease Purchase Agreement with the Miami Gardens Leasing Corporation, as Lessor The undersigned
hereby certifies and represents to Loop Capital Markets, LLC, as underwriter (the “Underwriter”), that he is the duly appointed City Manager of the City of Miami Gardens, Florida (the
“City”) and is authorized to execute and deliver this Certificate, and further certifies on behalf of the City to the Underwriter as follows: (i) This Certificate is delivered to enable
the Underwriter to comply with Rule 15c2-12 under the Securities Exchange Act of 1934, as amended (the “Rule”) in connection with the offering and sale of the above captioned certificates
of participation (the “Series 2010A Certificates”). (ii) In connection with the offering and sale of the Series 2010A Certificates, there has been prepared a Preliminary Offering Statement,
dated the date hereof, setting forth information concerning the Series 2010A Certificates and the City (the “Preliminary Offering Statement”). (iii) As used herein, “Permitted Omissions”
shall mean the offering price, interest rate, selling compensation, aggregate principal amount, principal amount per maturity, delivery date, ratings, the identity of the underwriter
or the insurer, and other terms of the Series 2010A Certificates depending on such matters. (iv) The undersigned hereby deems the Preliminary Offering Statement “final” as of its date,
within the meaning of the Rule, except for the Permitted Omissions, and the information therein is accurate and complete except for the Permitted Omissions. (v) If, at any time prior
to the execution of a Purchase Contract, any event occurs as a result of which the Preliminary Offering Statement might, in the opinion of the City, include an untrue statement of a
material fact or omit to state any material fact necessary to make the statements therein, in
light of the circumstances under which they were made, not misleading, the City will promptly notify the Underwriter thereof. * Preliminary and subject to change. Page 479 of 565
I-2 IN WITNESS WHEREOF, the undersigned has hereunto set his hand this ____ day of ___________, 2010. CITY OF MIAMI GARDENS, FLORIDA Dr. Danny O. Crew, City Manager Page 480 of 565
EXHIBIT J FORM OF DISCLOSURE CERTIFICATE MIA 181,346,609v4122872.010100 Page 481 of 565
1 CONTINUING DISCLOSURE CERTIFICATE This Continuing Disclosure Certificate (the "Disclosure Certificate") is executed and delivered by the City of Miami Gardens, Florida (the "Issuer")
in connection with the issuance of its $_________ Certificates of Participation, Series 2010A-1 Evidencing Undivided Proportionate Interest of the Owners Thereof in Basic Lease Payments
to be Made by the City of Miami Gardens, Florida, as Lessee, Pursuant to the Master Lease Purchase Agreement with Miami Gardens Leasing Corporation, as Lessor and its $_________ Certificates
of Participation, Series 2010A-2 (Federally Taxable-Build America Bonds-Direct Payment) Evidencing Undivided Proportionate Interest of the Owners Thereof in Basic Lease Payments to be
Made by the City of Miami Gardens, Florida, as Lessee, Pursuant to the Master Lease Purchase Agreement with Miami Gardens Leasing Corporation, as Lessor (the “Series 2010 Certificates”).
The Series 2010 Certificates are being issued under the Master Trust Agreement dated as of [November 1, 2010] between the Issuer, the Corporation and Wells Fargo Bank, N.A. (the “Trust
Agreement”). SECTION 1. PURPOSE OF THE DISCLOSURE CERTIFICATE. This Disclosure Certificate is being executed and delivered by the Issuer for the benefit of the Holders and Beneficial
Owners of the Series 2010 Certificates and in order to assist the Participating Underwriters in complying with the continuing disclosure requirements of Securities and Exchange Commission
Rule 15c2-12. SECTION 2. DEFINITIONS. In addition to the definitions set forth in the Trust Agreement which apply to any capitalized term used in this Disclosure Certificate, unless
otherwise defined in this Section, the following capitalized terms shall have the following meanings: "Annual Report" shall mean any Annual Report provided by the Issuer pursuant to,
and as described in, Sections 3 and 4 of this Disclosure Certificate. "Beneficial Owner" shall mean any person which (a) has the power, directly or indirectly, to vote or consent with
respect respect to, or to dispose of ownership of, any Series 2010 Certificates (including persons holding Series 2010 Certificates through nominees, depositories or other intermediaries),
or (b) is treated as the owner of any Series 2010 Certificates for federal income tax purposes. "Dissemination Agent" shall mean the Issuer, or any successor Dissemination Agent designated
in writing by the Issuer and which has filed with the Issuer a written acceptance of such designation. ["Insurer" shall mean [Financial Guaranty Insurance] and any successor thereto.]
Page 482 of 565
2 "Listed Events" shall mean any of the events listed in Section 5(a) of this Disclosure Certificate. "Participating Underwriters" shall mean the original underwriters of the Series
2010 Certificates required to comply with the Rule in connection with offering of the Series 2010 Certificates. "Repository" shall mean each entity authorized and approved by the Securities
and Exchange Commission from time to time to act as a repository for purposes of complying with the Rule. The Repositories approved by the Securities and Exchange Commission may be found
by visiting the Securities and Exchange Commission's website at http://www.sec.gov/info/municipal/nrmsir.htm. As of the date hereof, the Repository recognized by the Securities and Exchange
Commission for such purpose is the Municipal Securities Rulemaking Board, which currently accepts continuing disclosure submissions through its Electronic Municipal Market Access ("EMMA")
web portal at "http://emma.msrb.org." "Rule" shall mean the continuing disclosure requirements of Rule 15c2-12 adopted by the Securities and Exchange Commission under the Securities
Exchange Act of 1934, as the same may be amended from time to time. "State" shall mean the State of Florida. SECTION 3. PROVISION OF ANNUAL REPORTS. (a) The Issuer shall, or shall cause
the Dissemination Agent to, not later than each _________, commencing ______, 2011 with respect to the report for the 2010 fiscal year, provide to any Repository, in the electronic format
as required and deemed acceptable by such Repository [and the Insurer] an Annual Report which is consistent with the requirements of Section 4 of this Disclosure Certificate. The Annual
Report may be submitted as a single document or as separate documents comprising a package, and may cross-reference other information as provided in Section 4 of this Disclosure Certificate;
provided that the audited financial statements of the Issuer may be submitted separately from the balance of the Annual Report and later than the date required above for the filing of
the Annual Report if they are not available by that date provided, further, in such event unaudited financial statements are required to be delivered as part of the Annual Report in
accordance with Section 4(a) below. If the Issuer's fiscal year changes, it shall give notice of such change in the same manner as for a Listed Event under Section 5(c). (b) Not later
than fifteen (15) Business Days prior to the date set forth in (a) above, the Issuer shall provide the Annual Report to the Dissemination Agent (if other than the Issuer). If the Issuer
is unable to provide to any Repository an Annual Report as required in subsection (a), the Issuer shall send a notice to any Repository [and the Insurer], in the Page 483 of 565
3 electronic format as required and deemed acceptable by any such Repository in substantially the form attached as Exhibit A. (c) The Dissemination Agent shall: (i) determine each year
prior to the date for providing the Annual Report the name and address of any Repository [and the Insurer]; and (ii) if the Dissemination Agent is other than the Issuer, file a report
with the Issuer certifying that the Annual Report has been provided pursuant to this Disclosure Certificate, stating the date it was provided and listing any Repository [and the Insurer]
to which it was provided. SECTION 4. CONTENT OF ANNUAL REPORTS. The Issuer's Annual Report shall contain or include by reference the following: (a) the audited financial statements of
the Issuer for the prior fiscal year, prepared in accordance with generally accepted accounting principles as promulgated to apply to governmental entities from time to time by the Governmental
Accounting Standards Board. If the Issuer's audited financial statements are not available by the time the Annual Report is required to be filed pursuant to Section 3(a), the Annual
Report shall contain unaudited financial statements in a format similar to the financial statements contained in the final Offering Statement dated _______________, 2010 (the "Offering
Statement"), and the audited financial statements shall be filed in the same manner as the Annual Report when they become available; and (b) updates to the following historical financial
information and operating data in tabular form in the Offering Statement in the table entitled "__________________ The information provided under Section 4(b) may be included by specific
reference to other documents, including official statements of debt issues of the Issuer or related public entities, which are available to the public on the Repository's Internet Website
or filed with the Securities and Exchange Commission. The Issuer shall clearly identify each such other document so included by reference. SECTION 5. REPORTING OF SIGNIFICANT EVENTS.
EVENTS. (a) Pursuant to the provisions of this Section 5, the Issuer shall give, or cause to be given, notice of the occurrence of any of the following events with respect to the Series
2010 Certificates, if material: 1. principal and interest payment delinquencies; Page 484 of 565
4 2. non-payment related defaults; 3. unscheduled draws on the debt service reserves reflecting financial difficulties; 4. unscheduled draws on credit enhancements reflecting financial
difficulties; 5. substitution of credit or liquidity providers, or their failure to perform; 6. adverse tax opinions or events affecting the tax-exempt status of the Series 2010 Certificates;
7. modifications to rights of the holders of the Series 2010 Certificates; 8. Series 2010 Certificate calls (other than scheduled mandatory redemption); 9. defeasances; 10. release,
substitution, or sale of property securing repayment of the Series 2010 Certificates; 11. ratings changes; and 12. notice of any failure on the part of the Issuer to meet the requirements
of Section 3 hereof. (b) Whenever the Issuer obtains knowledge of the occurrence of a Listed Event, the Issuer shall promptly determine if such event would be material under applicable
federal securities laws; provided, however, that any event under clauses 1, 3, 4, 5, 6 and and 11 above shall always be deemed to be material. (c) If the Issuer determines that knowledge
of the occurrence of a Listed Event would be material under applicable federal securities laws, the Issuer shall promptly file a notice of such occurrence with any (i) Repository, in
the electronic format as required and deemed acceptable by any such Repository, [and the Insurer]. SECTION 6. IDENTIFYING INFORMATION. In accordance with the Rule, all disclosure filings
submitted in pursuant to this Disclosure Certificate to any Repository must be accompanied by identifying information as prescribed by the Repository. Such information may include, but
not be limited to: Page 485 of 565
5 (a) the category of information being provided; (b) the period covered by any annual financial information, financial statement or other financial information or operation data; (c)
the issues or specific securities to which such documents are related (including CUSIPs, issuer name, state, issue description/securities name, dated date, maturity date, and/or coupon
rate); (d) the name of any obligated person other than the Issuer; (e) the name and date of the document being submitted; and (f) contact information for the submitter. SECTION 7. TERMINATION
OF REPORTING OBLIGATION. The Issuer's obligations under this Disclosure Certificate shall terminate upon the legal defeasance, prior redemption or payment in full of all of the Series
2010 Certificates or if the Rule is repealed or no longer in effect. If such termination occurs prior to the final maturity of the Series 2010 Certificates, the Issuer shall give notice
of such termination in the same manner as for a Listed Event under Section 5(c). SECTION 8. 8. DISSEMINATION AGENT. The Issuer may, from time to time, appoint or engage a Dissemination
Agent to assist it in carrying out its obligations under this Disclosure Certificate, and may discharge any such Dissemination Agent, with or without appointing a successor Dissemination
Agent. The Dissemination Agent shall not be responsible in any manner for the content of any notice or report prepared by the Issuer pursuant to this Disclosure Certificate. The initial
Dissemination Agent shall be the Issuer. SECTION 9. AMENDMENT; WAIVER. Notwithstanding any other provision of this Disclosure Certificate, the Issuer may amend this Disclosure Certificate,
and any provision of this Disclosure Certificate may be waived, provided that the following conditions are satisfied: (a) If the amendment or waiver relates to the provisions of Sections
3(a), 4, or 5(a), it may only be made in connection with a change in circumstances that arises from a change in legal requirements, change in law, or change in the identity, nature nature
or status of the Issuer, or the type of business conducted; (b) The undertaking, as amended or taking into account such waiver, would, in the opinion of nationally recognized bond counsel,
have complied with the requirements of the Rule at the time of the original issuance of the Series 2010 Certificates, after taking into account any amendments or interpretations of the
Rule, as well as any change in circumstances; and (c) The amendment or waiver either (i) is approved by the holders or Beneficial Owners of the Series 2010 Certificates in the same manner
as provided in the Trust Agreement for amendments to the Trust Agreement with the consent of holders or Beneficial Owners, or (ii) does not, in the opinion of nationally recognized bond
counsel, Page 486 of 565
6 materially impair the interests of the holders or Beneficial Owners of the Series 2010 Certificates. Notwithstanding the foregoing, the Issuer shall have the right to adopt amendments
to this Disclosure Certificate necessary to comply with modifications to and interpretations of the provisions of the Rule as announced by the Securities and Exchange Commission from
time to time. In the event of any amendment or waiver of a provision of this Disclosure Certificate, the Issuer shall describe such amendment in the next Annual Report, and shall include,
as applicable, a narrative explanation of the reason for the amendment or waiver and its impact on the type (or in the case of a change of accounting principles, on the presentation)
of financial information or operating data being presented by the Issuer. In addition, if the amendment relates to the accounting principles to be followed in preparing financial statements,
(i) notice of such change shall be given in the same manner as for a Listed Event under Section 5(c), and (ii) the Annual Report for the year in which the change is made should present
a comparison (in narrative form and also, if feasible, in quantitative form) between the financial statements as prepared on the basis of the new accounting principles and those prepared
on the basis of the former accounting principles. SECTION 10. ADDITIONAL INFORMATION. Nothing in this Disclosure Certificate shall be deemed to prevent the Issuer from disseminating
any other information, using the means of dissemination set forth in this Disclosure Certificate or any other means of communication, or including any other information in any Annual
Report or notice of occurrence of a Listed Event, in addition to that which is required by this Disclosure Certificate. If the Issuer chooses to include any information in any Annual
Report or notice of occurrence of a Listed Event in addition to that which is specifically required by this Disclosure Certificate, the Issuer shall have no obligation under this Certificate
to update such information or include it in any future Annual Report or notice of occurrence of a Listed Event. SECTION 11. DEFAULT. In the event of a failure of the Issuer to comply
with any provision of this Disclosure Certificate, any holder or Beneficial Owner of the Series 2010 Certificates may take such actions as may be necessary and appropriate, including
seeking mandamus or specific performance by court order, to cause the Issuer to comply with its obligations under this Disclosure Certificate; provided, however, the sole remedy under
this Disclosure Certificate in the event of any failure of the Issuer to comply with the provisions of this Disclosure Certificate shall be an action to compel performance. A default
under this Disclosure Certificate shall not be deemed an Event of Default under the Trust Agreement. SECTION 12. DUTIES, IMMUNITIES AND LIABILITIES OF DISSEMINATION AGENT. The Dissemination
Agent shall have only such duties as are specifically set forth in this Disclosure Certificate, and the the Issuer agrees to indemnify and save the Dissemination Agent, its officers,
directors, employees and agents, harmless against loss, expense and Page 487 of 565
7 liabilities which it may incur arising out of or in the exercise or performance of its powers and duties hereunder, including the costs and expenses (including attorneys fees) of defending
against any claim of liability, but excluding liabilities due to the Dissemination Agent's negligence or willful misconduct. The obligations of the Issuer under this Section shall survive
resignation or removal of the Dissemination Agent and payment of the Series 2010 Certificates. SECTION 13. BENEFICIARIES. This Disclosure Certificate shall inure solely to the benefit
of the Issuer, the Dissemination Agent, the Participating Underwriters and holders and Beneficial Owners from time to time of the Series 2010 Certificates, and shall create no rights
in any other person or entity. Dated as of _______________, 2010 CITY OF MIAMI GARDENS, FLORIDA By: Mayor Page 488 of 565
{25742/001/00463370.DOCv2} D-8 EXHIBIT A NOTICE OF FAILURE TO FILE ANNUAL REPORT Name of Issuer: City of Miami Gardens, Florida Name of Bond Issue: Certificates of Participation, Series
2010A-1Evidencing Undivided Proportionate Interest of the Owners Thereof in Basic Lease Payments to be Made by City of Miami Gardens, Florida, as Lessee, Pursuant to the Master Lease
Purchase Agreement with Miami Gardens Leasing Corporation, as Lessor Certificates of Participation, Series 2010A-2 (Federally Taxable-Build America Bonds-Direct Payment) Evidencing Undivided
Proportionate Interest of the Owners Thereof in Basic Lease Payments to be Made by City of Miami Gardens, Florida, as Lessee, Pursuant to the Master Lease Purchase Agreement with Miami
Gardens Leasing Corporation, as Lessor Date of Issuance: _________________, 2010 NOTICE IS HEREBY GIVEN that the Issuer has not provided an Annual Report with respect to the above-named
Certificates as required by Sections 3 and 4(b) of the Continuing Disclosure Certificate dated as of ________________, 2010. The Issuer anticipates that the Annual Report will be filed
by _______________ ____________________________. Dated:__________________ CITY OF MIAMI GARDENS, FLORIDA By: Name: Title: Page 489 of 565
City of Miami Gardens Agenda Cover Memo Council Meeting Date: September 22, 2010 Item Type: (Enter X in box) Resolution Ordinance Other X Fiscal Impact: (Enter X in box) Yes No Ordinance
Reading: (Enter X in box) 1st Reading 2nd Reading X Public Hearing: (Enter X in box) Yes No Yes No X Funding Source: Community Development Block Grant (CDBG) Fund Advertising Requirement:
(Enter X in box) Yes No X Contract/P.O. Required: (Enter X in box) Yes No RFP/RFQ/Bid #: X N/A Sponsor Name Danny Crew, City Manager Department: Community Development Short Title: A
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF MIAMI GARDENS, FLORIDA, AUTHORIZING A SUBSTANTIAL AMENDMENT TO THE COMMUNITY DEVELOPMENT BLOCK GRANT THIRD YEAR ACTION PLAN, ATTACHED HERETO
AS EXHIBIT “A”; PROVIDING FOR THE ADOPTION OF REPRESENTATIONS; PROVIDING AN EFFECTIVE DATE. Staff Summary: Background The City of Miami Gardens submitted the 3rd Program Year Annual
Action Plan (2008-2009) to the US Department of Housing and Urban Development (HUD) in August 2008. As an Entitlement jurisdiction, the City is required to submit an Action Plan each
year for the Community Development Block Grant (CDBG) Program. The 3rd Program Year Action Plan outlined the following activities for funding: Activity Amount Commercial Redevelopment
$249,946 Public Services $205,005 Infrastructure Improvements $500,000 Housing Rehabilitation $138,410 Program Administration $273,340 Total CDBG 2008-2009 Allocation $1,366,701 ITEM
L-1) RESOLUTION PUBLIC HEARING Amendment to the CDBG Third Year Action Plan Page 490 of 565
1515 NW 167 Street, Building 5 Suite 200 Miami Gardens, Florida 33169 On July 14, 2010 the City Council approved an amendment to the 3rd Program Year Action Plan which created a new
activity; Code Enforcement. This activity was funded at $100,000 from the Infrastructure Improvements ($50,000) and Commercial Redevelopment ($50,000) activities. Current Situation City
Staff is proposing to add Parks Capital Improvements as a new activity to the 3rd Program Year Action Plan. This activity will fund the engineering design and fabrication of energy efficient
lighting at Brentwood Park which is located in a > 51% low-to-moderate income census tract. The Parks Capital Improvement to be carried out using CDBG Funds is in line with the City’s
5-year Consolidated Plan to address decent and safe conditions and provides for an area benefit by improving the recreation environment for the low and moderate income individuals that
live in the area. This activity will work in conjunction with the City’s 2010-2011 CDBG Annual Annual Action Plan, which includes funding to install the lighting to allow for improved
facilities and expansion of usage. Adding a new activity requires an Amendment to the Annual Action Plan. This will be the 2nd Amendment to the 3rd Program Year Action Plan, and will
re-allocate funds from the Infrastructure Improvements activity as follows: Activity Reduction Increase Final Allocated Amount Infrastructure Improvements $150,000.00 $300,000.00 Parks
Capital Improvements $150,000.00 $150,000.00 A draft of the attached Amendment #2 to the 3rd Program Year Action Plan was publicly advertised for thirty (30) days, allowing for public
comments. Notices were placed in the Miami Herald Neighbors Section for Miami Gardens and at City Hall. Additionally, a draft of the Amendment was posted on the City’s Website. No public
comments were received. A resolution is needed to amend the City’s 3rd Program Year Action Plan allocating funds to the Parks Capital Improvements activity. Upon City Council’s approval,
the Amendment must be submitted to HUD. Proposed Action: Staff recommends that City Council approve of the attached Amendment to the 3rd Program Year Annual Action Plan (2008-2009) and
authorize the City Manager to submit the Amendment to the US Department of Housing and Urban Development for review and approval. Attachments: • 3rd Program Year Annual Action Plan Amendment
#2 Page 491 of 565
1 1 RESOLUTION No. 2010-2 3 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF 4 MIAMI GARDENS, FLORIDA, AUTHORIZING A SUBSTANTIAL 5 AMENDMENT TO THE COMMUNITY DEVELOPMENT BLOCK 6 GRANT
THIRD YEAR ACTION PLAN, ATTACHED HERETO AS 7 EXHIBIT “A”; PROVIDING FOR THE ADOPTION OF 8 REPRESENTATIONS; PROVIDING AN EFFECTIVE DATE. 9 10 WHEREAS, the City of Miami Gardens is an
“Entitlement City” under the Federal 11 Community Development Block Grant Fund Program (“CDBG”), and 12 WHEREAS, the U.S. Department of Housing and Urban Development (“HUD”) 13 allocated
One Million, Three Hundred Sixty-Six Thousand, Seven Hundred One Dollars 14 ( $1,366,701.00) to the City to support activities under the Third Year Action Plan, and 15 WHEREAS, City
staff proposes to reallocate grant funds to add Parks Capital 16 Improvements as an additional activity to the Third Year Action Plan, and 17 WHEREAS, adding a new activity requires
an amendment to the Annual Action 18 Plan, and 19 WHEREAS, the amendment will reallocate funds from the Infrastructure 20 Improvements activity, and 21 WHEREAS, City staff recommends
that the reallocated funds be used for the 22 engineering, design and fabrication of energy efficient lighting at Brentwood Park, 23 NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL
OF THE CITY 24 OF MIAMI GARDENS, FLORIDA, AS FOLLOWS: 25 Section 1. ADOPTION OF REPRESENTATIONS: The foregoing Whereas 26 paragraphs are hereby ratified and confirmed as being true,
and the same are hereby 27 made a specific part of this Resolution. Page 492 of 565
2 Section 2. APPROVAL: The City Council of 1 the City of Miami Gardens 2 hereby approves the amendment to the Community Development Block Grant Program 3 Third Year Action Plan. 4 Section
3. EFFECTIVE DATE: This Resolution shall take effect immediately 5 upon its final passage. 6 PASSED AND ADOPTED BY THE CITY COUNCIL OF THE CITY OF MIAMI GARDENS 7 AT ITS REGULAR MEETING
HELD ON _________________, 2010. 8 9 _________________________________ 10 SHIRLEY GIBSON, MAYOR 11 12 ATTEST: 13 14 15 16 _________________________________ 17 RONETTA TAYLOR, MMC, CITY
CLERK 18 19 20 PREPARED BY: SONJA K. DICKENS, CITY ATTORNEY 21 22 23 SPONSORED BY: DANNY CREW, CITY MANAGER 24 25 26 27 MOVED BY:_____________________ 28 29 30 31 VOTE: _____ 32 33 34
Mayor Shirley Gibson (Yes) ___(No) 35 Vice Mayor Aaron Campbell, Jr. (Yes) ___(No) 36 Councilwoman Felicia Robinson (Yes) ___(No) 37 Councilman Oliver Gilbert, III (Yes) ___(No) 38 Councilwoman
Lisa Davis (Yes) ___(No) 39 Councilwoman Sharon Pritchett (Yes) ___(No) 40 Councilman Councilman André Williams (Yes) ___(No) Page 493 of 565
City of Miami Gardens Department of Community Development Action Plan Amendment #2 (DRAFT) (Program Year 3) FY 2008-2009 Submitted to: The US Department of Housing & Urban Development;
Community Planning & Development 909 SE First Avenue, Room 500 Miami, Florida 33131-3028 Page 494 of 565
Action Plan Amendment #2 FY 2008-2009 City of Miami Gardens Page 2 1. INTRODUCTION EXECUTIVE SUMMARY This report consists of modifications (amendments) implemented to activities identified
in the City of Miami Gardens’ 3rd Program Year Action Plan (FY 2008-2009), for its Community Development Block Grant (CDBG) Programs. With the approval of the City Manager, this report
delineates adjustments to activities carried out by the Department of Community Development. These amendments were necessary due to a change in the nature of the projects indicated herein.
In an effort to better meet the priorities and needs of low-and moderate-income city residents, funding allocations have been increased or decreased appropriately by means of transfer,
reallocation, or de-obligation. All funding determinations are consistent with the goals and objectives set-forth in the 2006-2011 Consolidated Plan in conjunction with the Citizen Participation
Plan. As it relates to citizen participation, a summary of the amendments was made available to the public for review and comment. The final amendment will be publicly posted and available
on the City’s website at http://www.miamigardens-fl.gov/cd/index.html for review by the general public. As an Entitlement Jurisdiction, the City of Miami Gardens is dedicated to complying
with the goals and regulations mandated by the U.S. Department of Housing and Urban Development (U.S. HUD), while attempting to provide decent housing, a suitable living environment,
and increased economic opportunity for low-and moderate income residents. The Department of Community Development initiated such amendments with the intent of meeting the following CDBG
national objectives: 1) Provide benefits to low-to-moderateincome families; 2) Aid in preventing “slums and blight”; 3) To meet other community development needs that have a particular
urgency because existing conditions pose a serious and immediate threat to the health and welfare of the community. Projects submitted in the 3rd Program Year Action Plan were designed
to give maximum priority to feasible activities that promote the CDBG national objectives. Furthermore, Entitlement Grant monies, such as CDBG will be awarded by the City of Miami Gardens
to agencies and projects which further the national federal objectives. As a result, the same essential factor is exercised when allocating additional funding to existing programs and/or
subsidizing initial funding for new applicants. Page 495 of 565
Action Plan Amendment #2 FY 2008-2009 City of Miami Gardens Page 3 2. BACKGROUND COMMUNITY DEVELOPMENT BLOCK GRANT (CDBG) The City of Miami Gardens received its first allocation of Community
Development Block Grant (CDBG) funds from the U.S. Department of Housing and Urban Development (HUD) in 2006. The primary objective of the CDBG Program as set forth by Congress is the
“development of viable urban communities, by providing decent housing and a suitable living environment and expanding economic opportunities, principally for persons of low and moderate
income.” Federal regulations define persons who are low and moderate-income as those individuals (or households) earning less than 80% of the area median income (AMI) as determined by
HUD, adjusted by household size. Usage of the CDBG funds is guided by the City’s Consolidated Plan for Community Development and Housing programs. The Consolidated Plan establishes a
long-range strategy for investment of its HUD resources and other resources linked to activities directed at the community development, housing and homeless services needs. The plan
covers a five-year period, beginning October 1, 2006 and ending September 30, 2011. Lastly, the City must prepare an Annual Action Plan describing actions/strategies
designed to fulfill the Consolidated Plan. As an Entitlement City, Miami Gardens is awarded an annual CDBG allocation on a formula basis. The formula takes into account total population,
overcrowding and poverty. CDBG funds must be used for activities that benefit low-and moderate income persons. Eligible activities include affordable housing, job creation, business
expansion opportunities, and services to the most vulnerable in the community. The Department of Community Development furthers the HUD national objectives by coordinating the priorities
collectively established in annual public hearings, with the CDBG national goals and objectives. Page 496 of 565
Action Plan Amendment #2 FY 2008-2009 City of Miami Gardens Page 4 3. AMENDMENTS DETAIL OF AMENDMENTS Number Key Activity Code Amendment Number (activity–P.Y.-amendment #) Program Yr
Amendment Sequence BNFR (CDBG-Infrastructure Improvements) BNFR-03-02 3rd 001 BPCI (CDBG-Parks Capital Improvements) BPCI-03-02 3rd 002 No. BNFR-03-02-001 (Infrastructure Improvements):
The 2008-2009 Action Plan reflected the provision of infrastructure improvements in selected low-mod census tracts in the City. This activity was to consist of improvements to drainage,
water/sewer, street lights, and street reconstruction. Amendment #2 will reduce the amount allocated to this activity by $150,000. This amount will be re-allocated to one activity: Parks
Capital Improvements. The new total amount in the Infrastructure Improvements activity will be $300,000.00. No. BPCI-03-02-002 (Parks Capital Improvements): This is a new activity for
the 2008-2009 Action Plan. This activity will include the engineering design and fabrication of energy efficient lighting at Brentwood Park, which is in a greater than 51% low-mod census
tract. This activity will work in conjunction with our 2010-2011 Annual Action Plan, which includes the installation of the lighting at Brentwood Park to allow for improved facilities
and expansion of usage. Amendment #2 will re-allocate funds from the infrastructure improvement activity. This will bring the allocation for the Parks Capital Improvement activity to
a total of $150,000.00. Summary of Amendments Activity Reduction Increase Final Allocated Amount Infrastructure Improvements $150,000.00 $300,000.00 Parks Capital Improvements $150,000.00
$150,000.00 Page 497 of 565
Staff Monthly Report July-Sept 2010 CITY MANAGER • Help 4 meetings with URS and Staff reviewing space allocation in the new City Hall • Attended the court proceeding for the Washuta
property • Met individually with the Council Members regarding various topics incl. budget. • Attended the press conference for the water park at the stadium. • Attended court mediation
on the City’s billboard case. • Spent two days meeting with representatives of Moody’s, Standard & Poor’s and Fitch as part of their rating process. • Held 4 meetings with police employees
and Attended union vote count at the police department. • Met with architect on the LEED process. • Attended the Dade Chief’s dinner in honor of police. • Completed budget, revenue manual
and other budget-related reports. Prepared revised budget figures per direction. FINANCE DEPARTMENT (Patty Varney) 1. Assisted City Manager in preparing the FY 2011 budget document for
the September budget hearings. 2. Updated the five year’s financial plan and capital improvements plan in preparing the information disseminated to the rating agencies. 3. Met with all
three rating agencies and provided any supplement information as requested by the agencies. 4. Implemented the “Red Light Camera” legislature which was effective in July, 2010. Staff
worked with American Traffic Solutions to download daily report on-line and reconciled with deposits to calculate the weekly remittals to the Department of Revenue. 5. Reviewed all revenue
and expenditures account with the State updated Chart of Accounts for FY 2011 and make amendments accordingly. Page 498 of 565 ITEM M-1) MANAGER'S REPORT
1 6. Provided financial information and other required information as requested by the disclosure counsel for the issuance of COPs to build the City Hall complex. As we approached towards
the end of the fiscal year, according to trend with eleven months of expenditures and revenues, it should reflect 91.66% of budget. The revenues shortfall that we have been informing
the Council during the year is still lagging. In August, the City received the annual electric franchise fees remitted from the County. Earlier in the year, staff have projected a shortfall
may be realized due to shortfall in electric utility taxes. Unfortunately, this has confirmed staff projection, and the shortfall for the electric franchise fee is approximately $400,000
less than budgeted. The only revenue that continues to come in higher than projection is the “Red Light Camera”, even with the implementation of the new legislation. Depends on the September
Ad Valorem Tax receipts, the City may end the fiscal year with a deficit higher than originally expected. As of August 31, 2010, the City has total investments in the amount of $11,777,434.
Of this amount, $8,991,912 is with Wachovia which is available cash to fund for the operating expenses earning 0.25%. The City holds a CD with the Bank of America in the amount of $2.6
million earning 0.16%. This is a requirement from our bond requirement and that is the highest and safest rate of return the City can obtain. The City still has approximately $44,942.25
in market value with the State Board of Administration and $140,580 in tax certificates with Dade County. FY 2010 FY 2010 % FY 2009 FY 2009 % Budget YTD Revenues of Budget Budget YTD
Revenues of Budget Property Tax 1 23,089,178 21,806,615 94.45% 23,608,249 22,903,160 97.01% Utility Tax 2 11,276,242 8,021,392 71.14% 10,188,878 8,252,245 80.99% Franchise Fees 3 5,809,802
4,997,108 86.01% 5,476,428 4,918,460 89.81% Permits/License Tax/Other Fees 4 1,925,000 1,588,605 82.52% 1,830,000 1,750,107 95.63% Intergovernmental Revenue 5 11,624,716 8,596,089 73.95%
10,749,093 7,631,259 70.99% Charges for Services 6 3,231,509 3,867,143 119.67% 1,914,119 2,563,211 133.91% Fines & Forefeitures 7 2,537,000 3,491,799 137.63% 1,251,000 1,788,829 142.99%
Miscellaneous Revenues 7 1,535,000 1,698,583 110.66% 1,010,000 1,064,029 105.35% Non-Operating Revenues 11,150,450 1,387,321 12.44% 19,184,997 8,308,983 43.31% TOTAL 72,178,897 55,454,654
76.83% 75,212,764 59,180,283 78.68% 1 July 1 certification from Property Appraiser office reflects the final taxable value for FY 2010 drops by $179 million, reducing revenue by $940K.
2 Telecommunication and Electricty utility tax are coming in lower than budgeted as well as lower than the same period of time in the last fiscal year. May recognize a shortfall of $840,000
for this fiscal year. 3 City received the annual electric franchise fees and is approximately $500,000 lowered than budgeted. This category may experience a shortfall of $750K. 4 Increase
in Permits/License revenues when compared to FY 2009 is mainly attributed to increase in revenue generated under Certificate of Use, and the new fee established for Certificate for Re-occupancy.
5 Revenue dervied from State Revenue Sharing and half cents sales still lagging compared to budget. In August, the City received a true up of $106,493. Revenue received in FY 2010 is
higher than FY09 which is attributed to the reimbursemen of police overtime by the Byrne Grant. 6 This category reaches over 100% which is mainly attributed to Jazz in the Gardens. This
revenue received exceeds the budget by approximately $598,000 7 Increase in this category is mainly attributed to the fines collected for the "Red Light Camera". 8 This category is higher
than 100% due to amnesty lien applications. FY 09 revenues is higher FY 10 which is attributed to the loan proceeds for the purchase of Warren Henry property GENERAL FUND Revenues as
of August 31, 2010 Page 499 of 565
2 FY 2010 FY 2010 % FY 2009 FY 2009 % Budget YTD Expenses of Budget Budget YTD Expenses of Budget 1 39,679,916 37,311,452 94.03% 37,286,796 34,182,239 91.67% 6,586,928 5,809,659 88.20%
7,934,702 6,267,591 78.99% 225,817 200,769 88.91% 8,550,018 8,067,077 94.35% 93,730 49,862 53.20% 0 0 0.00% 16,378,120 14,147,218 86.38% 11,563,813 9,738,219 84.21% 9,214,386 0 0.00%
9,879,517 0 0.00% TOTAL 72,178,897 57,518,961 79.69% 75,214,847 58,255,126 77.45% 1 There is 3 remaining pay period for FY 2010. The percentage expensed should be 88.5%. The higher percentage
being expensed is attributed to under estimate of police salaries and overtime, and two full time positions in the Recreation department. Other Uses Emergency Reserve Build Up Expenditures
as of August 31, 2010 GENERAL FUND Personnel Expenses Operating Expenses Capital Outlay Grants and Aids FY 2010 FY 2010 % FY 2009 FY 2009 % Budget YTD Revenues of Budget Budget YTD Revenues
of Budget Local Option Gas Tax 1 2,335,000 1,717,046 73.54% 2,295,000 1,806,402 78.71% Permits/License Tax/Other Fees 95,000 50,447 53.10% 90,000 63,494 70.55% Intergovernmental Revenue
2 1,008,514 809,250 80.24% 754,750 628,937 83.33% Charges for Services 5,200 1,346 25.89% 2,200 7,424 337.47% Miscellaneous Revenues 3 29,969 4,925 16.43% 26,000 10,702 41.16% Non-Operating
Revenues 986,166 351,436 35.64% 1,165,696 249,596 21.41% TOTAL 4,459,849 2,934,450 65.80% 4,333,646 2,766,555 63.84% 1 Local Option Gas Tax distribution is lagging by one month. The
revenue is slightly lower than projected as it should reflects 83.33% of budget. May experience a shortfall of $260,000 for year-end. Besides revenues are lower than budgeted, in July
2010, Dept. of Revenue informed the City that certain vendors have reported but not remitted the tax to DOR. Adjustments were made to City's July distribution and DOR is purusing all
measures to collect those funds. 2 Project a shortfall of approximately $100K from State Revenue Sharing 3 Miscellaneous revenues is lower than FY 2009 due to lower cash flow and interest
rate of return. TRANSPORTATION FUND Revenues as of August 31, 2010 Page 500 of 565
3 FY 2010 FY 2010 % FY 2009 FY 2009 % Budget YTD Expenses of Budget Budget YTD Expenses of Budget $1,992,146 $1,780,053 89.35% 1,761,107 1,604,757 91.12% 1 $604,626 $575,314 95.15% 892,346
699,636 78.40% $119,804 $97,305 81.22% 44,096 18,401 41.73% 2 $0 $0 0.00% 298,878 298,878 100.00% $1,743,273 $1,318,683 75.64% 1,337,220 951,547 71.16% TOTAL $4,459,849 3,771,354 84.56%
4,333,647 3,573,219 82.45% 1 Higher expenditure percentage is mainly due to purchase of road and landscape materials. 2 QNIP debt payment is budgeted in the Debt Service Fund for FY
2010, therefore, no debt payment is being reflected. TRANSPORTATION FUND Other Uses Debt Service Expenditures as of August 31, 2010 Personnel Expenses Operating Expenses Capital Outlay
FY 2010 FY 2010 % FY 2009 FY 2009 % Budget YTD Revenues of Budget Budget YTD Revenues of Budget Permits/License Tax/Other Fees 1 2,429,000 2,629,201 108.24% 1,724,000 2,028,933 117.69%
Charges for Services 2 0 2,109 100.00% 222,000 62,583 28.19% Miscellaneous Revenues 6,100 1,268 1,268 20.78% 38,626 9,415 24.38% Non-Operating Revenues 1,813,211 1,111,217 61.28% 1,890,496
1,123,909 59.45% TOTAL 4,248,311 3,743,794 88.12% 3,875,122 3,224,840 83.22% 1 More permit activities in FY 2010 reflecting in higher revenues, especially permits issued for Calder's
construction and over $200,000 permit fees received from the City of North Miami Beach for their water treatment plant. 2 Charges for services in FY 2009 is for the surcharge by the
State and the County. This is not a revenue source for the City as the amount collected has to be remitted to the County or State. In FY 2010, fees collected are recognized at the balance
sheet and not as a revenue. DEVELOPMENT SERVICES FUND Revenues as of August 31, 2010 FY 2010 FY 2010 % FY 2009 FY 2009 % Budget YTD Expenses of Budget Budget YTD Expenses of Budget 1
2,345,734 2,064,187 88.00% 2,613,919 2,402,631 91.92% 2 247,249 169,102 68.39% 245,221 199,455 81.34% 13,189 1,478 11.21% 19,377 6,094 31.45% 1,642,139 1,020,849 62.17% 996,705 907,418
91.04% TOTAL 4,248,311 3,255,616 76.63% 3,875,222 3,515,598 90.72% 1 Expenditures in this category is lower than FY 2009 is mainly attributed to the re-organization of the department
in the FY 2010 budget with staff reduction. 2 Less professional services incurred compared to budget Expenditures as of August 31, 2010 Personnel Expenses Operating Expenses Capital
Outlay Other Uses DEVELOPMENT SERVICES FUND Page 501 of 565
4 FY 2010 FY 2010 % FY 2009 FY 2009 % Budget YTD Expenses of Budget Budget YTD Expenses of Budget 1,416,245 1,239,956 87.55% 1,329,131 1,172,016 88.18% 4,645,658 3,904,003 84.04% 3,365,637
3,098,916 92.08% 1,487,302 1,330,468 89.46% 1,898,554 1,289,885 67.94% 1,664,741 1,368,803 82.22% 1,860,844 1,071,039 57.56% TOTAL 9,213,946 7,843,231 85.12% 8,454,166 6,631,856 78.44%
All categories of expenditures are within budget allocation Other Uses Expenditures as of August 31, 2010 GENERAL SERVICES FUND Personnel Expenses Operating Expenses Capital Outlay Revenue
from the General Services Fund is mainly derived from interfund transfers from the General Fund, Stormwater Fund, Building Services Fund and Transportation Fund. FY 2010 FY 2010 % FY
2009 FY 2009 % Budget YTD Expenses of Budget Budget YTD Expenses of Budget 471,551 416,613 88.35% 347,719 302,986 87.14% 1 335,858 216,159 64.36% 124,500 11,298 9.07% 28,845,810 7,091,826
24.59% 71,696,191 30,190,547 42.11% 818,606 171,992 21.01% 731,607 660,101 90.23% TOTAL 30,471,825 7,896,590 25.91% 72,900,017 31,164,932 42.75% All expenditures are within budget allocation
CAPITAL PROJECTS FUND Expenditures as of August 31, 2010 Personnel Expenses Operating Expenses Capital Outlay Other Uses Revenues from Capital Projects Fund are either from grants or
transfer from General Fund. FY 2010 FY 2010 % FY 2009 FY 2009 % Budget YTD Revenues of Budget Budget YTD Revenues of Budget Permits/License Tax/Other Fees 1 40,000 50,925 127.31% 300
19,965 6655.00% Grant 163,275 0 0.00% 100,000 4,800 4.80% Charges for Services 2 3,395,000 2,581,236 76.03% 3,395,000 2,639,217 77.74% Miscellaneous Revenues 74,643 34,762 46.57% 25,000
15,289 61.16% Non-Operating Revenues 3 1,399,331 76,290 5.45% 0 0 0.00% TOTAL 5,072,249 2,743,213 54.08% 3,520,300 2,679,271 76.11% 1 More permitting fees were issued in FY 2010 2 Due
to current economy collection of stormwater fees is lagging. 3 This category includes the drawdown of bond proceeds for the purchase of a front-end loader. Revenues as of August 31,
2010 STORMWATER FUND Page 502 of 565
5 FY 2010 FY 2010 % FY 2009 FY 2009 % Budget YTD Expenses of Budget Budget YTD Expenses of Budget 862,495 756,539 87.72% 639,738 555,925 86.90% 982,146 773,525 78.76% 1,081,467 357,052
33.02% 754,571 371,083 49.18% 307,235 482,529 157.06% Debt Service 665,889 320,046 0.00% 657,474 313,596 47.70% 1,807,148 599,602 33.18% 834,386 544,484 65.26% TOTAL 5,072,249 2,820,794
55.61% 3,520,300 2,253,586 64.02% Expenditures as of August 31, 2010 Personnel Expenses Operating Expenses Capital Outlay Other Uses STORMWATER FUND • HUMAN RESOURCES (Taren Kinglee).
• Safety Committee meeting held. • Complete US Census Bureau Health Cost Study. • Completed recruitment efforts for return of School Crossing Guards. • Coordinated Sexual Harassment
Training sponsored by Police Department to management staff. • Consulted with insurance representatives regarding Open Enrollment and the impact of the Health Reform Act on next benefit
year. • Consultation with outside council through Florida League of City regarding pending litigations including deposition for cases. • Responded to several public records request.
• Held several meetings with department supervisors regarding recruitment, discipline and performance management. Developed job descriptions, administered benefits, responded to salary/benefit
surveys, etc. Page 503 of 565
6 DEPUTY CITY MANAGER FOR PUBLIC SERVICES (Renee Crichton) MAJOR INITIATIVES MANAGED FY 11 Budget Prep: • Prepared budget charts for public hearings • Reviewed CM FY 2011 proposed budget
• Reviewed Personnel Complements for accuracy by Department • Worked with departments to revise goals and accomplishments Urban Area Security Initiative Administration: • Prepared Council
items for UASI 2006 and UASI 2007 grant extension • Prepared Council item for 2009 Grant agreement • Prepared 2006-2008 UASI expenditure justification and progress report Red Light Camera
Program Transition • Worked with County public works to expedite permitting process for Red Light Cameras Monthly Statistics Sep-Oct Oct-Nov Nov-Dec Dec-Jan Jan-Feb Feb-Mar Mar-Apr Apr-May
May-Jun Jun-Jul Jul-Aug Aug – Sep Applications/resumes received 704 366 371 250 139 67 209 279 968 443 618 Positions Advertised 7 5 5 2 2 3 1 5 9 4 5 Interviews Conducted 60 54 37 68
61 15 29 16 18 90 85 Pre-employ Physicals 27 8 18 9 18 6 10 7 53 15 10 Background/Reference Checks 10 9 4 167 103 13 13 46 5 8 9 New Hires 13 8 2 2 7 6 1 1 4 8 4 8 Workers Comp Claims
22 18 7 15 16 14 23 21 17 18 18 Exit Interviews 1 2 1 1 1 1 2 1 1 0 1 Promotions 4 1 0 0 0 0 0 1 2 0 9 Page 504 of 565
7 Education Compact/Miami Gardens Excellence in Education 501C3 • Reviewed draft fiscal agent agreement as well as draft committee guidance document for MGEEC • Provided draft fiscal
agent agreement to auditors for review • Worked with consultant to complete candidate roster • Worked with School Board staff to coordinate Miami Gardens School Resources fair Capital
Projects • Researched the feasibility of obtaining Historic preservation general obligation bond funds to support the renovation of the proposed Miami Gardens Historical Society Building.
• Worked with staff to complete FY 2011 CIP budget Code Compliance • Completed revenue manual • Completed revised SOP review • Completed operational analysis of Re-occupancy Re-inspection
program LEGISLATION PREPARED (NON LEGAL) • 2009 UASI Grant Agreement • Information Technology SAN purchase • Police Department LETF funding MISCELLANEOUS PROJECTS ASSIGNED • Jazz in
the Gardens Negotiations • Online Credit Card Payment Web Extension • Business Improvement District Research • Staff Communications Forum • Miami Broward One Carnival discussions • Organized
meeting with City Hall/Police Department Architect EXTERNAL MEETINGS Page 505 of 565
8 • UASI Work Group Meeting • ATS re: Red Light Camera Contract • Sexual Harassment Training Police Department Staff TOTAL BUDGETED POSITONS: 258 TOTAL HIRED TO DATE: 254 • 1 Chief •
1 Deputy Chief • 3 Majors • 9 Captains • 28 Sergeants • 156 Police Officers (3 vacant position) • 10 Community Service Aides (1 vacant position) • 16 Telecommunications Operators • 2
Telecommunications Supervisors • 1 Telecommunications Manager • 1 Records Supervisor • 4 Records Clerks • 1 Executive Secretary • 6 Administrative Assistants • 2 Property Control Officers
• 1 Facilities Manager • 1 Custodian • 1 Court Liaison/Off Duty • 2 Crime Analysts • 1 Administrative Analyst • 1 Investigative Assistant • 1 Crime Scene Supervisor • 5 Crime Scene Technicians
The monthly activity for the Operations Division for the month of August 2010 is as follows: ARRESTS: • FELONY 86 • MISDEMEANOR 268 • TRAFFIC 386 • DUI 06 • WARRANT 81 TOTAL ARREST 827
CITATIONS: • MOVING 921 Page 506 of 565
9 • NON-MOVING 1252 • PARKING 188 TOTAL 2361 FIELD INTERVIEW CARDS 1969 TOTAL CALLS RESPONDED TO 7955 REPORTS WRITTEN 1982 TRAFFIC CRASHES 281 The monthly activity for the Support Services
Division for the month of August 2010 is as follows: Property and Evidence, Number of property items processed: 324 -Property Receipts Processed 19 -Property Receipts Rejected 12 -Property
Released 66 -Property out to Lab 0 -Property to be Disposed 4 -Lab Runs to MDPD $1,012.00 -Cash Impounded 19 -Firearms Impounded *not counting CSI direct delivered to lab. Number of
reports processed and number of requests made at window for records: Reports Processed 2,272 /Walkup Requests at Window 919 /Mail Logged In 436 /Fingerprints 21 /Background Checks 106
/Amount Collected At the Window $97,549.90. Number of calls received by dispatch: CAD Calls = 11,387 /Phone Calls = 13,227/FCIC Entries = 210 /Training hours = 84 hours (remedial training)
Overtime Hours = 404.75 Temp Hours = 0 Court Liaison and Off-Duty 615 subpoenas stamped and placed in the officers’ mailboxes. 445 off duty personnel processed and entered into Eden
for payroll processing. 6 off duty vendor requests processed. 146 dispositions stamped and placed in the officers’ mailboxes. Page 507 of 565
10 The monthly activity for the Investigations Division for the month of August 2010 is as follows: Arrests – Total: 351 Felonies – 115 Misdemeanor – 119 Truants Returned-0 U.S. Currency
Seized – $909.00 Vehicles Recovered – 22 Vehicles Recovered Value-$435,000.00 Vehicles Processed-3 Property Recovered Value-$21,000.00 Firearms Seized – 18 Search Warrants 15 Total Cases
Assigned 395 Closed 171 (+44 UNF) Rate 48.71% Scenes Processed by Crime Scene Investigations Unit-96 Capital Improvement Projects (Brandon DeCaro) August Administration Items: • V. Nelson
and B. DeCaro submitted all required information to the County Staff for transfer of GOB Grant Funds into appropriate active project. Letter requesting GOB transfer was sent by the City
Manager. County requested additional information and a revised letters have been issued. City staff issued another letter directing the County regarding requested value for each of the
new GOB Contracts. City & County staff met on 9/15/10 to resolve issues for the new contracts. The new GOB contracts for the selected parks projects are pending. • V Nelson and B. DeCaro
submitted all required information to the County Staff for transfer of GOB Grant Funds for the FF&E for the MG Community Center. Additional information was submitted to the County on
4/13/10. County distributed proposed contract to City with some unacceptable terms. Meeting with Commissioner Jordan was held on 5/25/10 to resolve contract issues. New GOB contract
was approved by the City Council during the June 23rd meeting. The new GOB contract has been executed by the City and County. The 1st reimbursement payment for the Community Center FF&E
was received in August, 2010. The 2nd reimbursement package is being generated by City staff. Art in Public Places (AIPP): Planning Phase – Christina Goetzman • Miami-Dade County Art
in Public Places Staff has submitted letter designating funds to be released to the City for Scott Park ($3,900.00), Brentwood Park (11,494.36) & A. J. King Park (11,997.40). Meeting
will be held with Vernita Nelson and staff to discuss options for allocation of funds. • Miami-Dade County AIPP Staff has submitted proposal for assisting the City in the implementation
of AIPP at Miami Gardens Community Center. Meeting with staff to Page 508 of 565
11 discuss terms of proposal took place on 11/23/09. Revised proposal submitted by County on 11/30/09. An agenda item was approved by the City Council at the meeting on 01/13/10. • Item
was approved by the City Council during the 01/13/10 Council Meeting. Acceptance Letter mailed to Miami-Dade County AIPP on 05/03/10. • Kick-off meeting with Miami-Dade County AIPP staff
for AIPP implementation at Betty T. Ferguson Community Center took place on 05/27/10. CMG AIPP schedule was created and submitted to MDC AIPP for review on 06/04/10. Site visit with
artists conducted on 7/07/10. • AIPP meeting for CMG staff to discuss Miami Gardens Community Center Phase II – Amphitheatre was held on 06/16/10. • AIPP meeting for CMG staff to discuss
the Miami Carol City Park Recreation building was held on 7/13/10. • AIPP applications for Miami Gardens Community Center Phase I were submitted to Miami-Dade County on 7/23/10. The
County has processed all relative applications for initial County Professional Advisory Committee ((PAC) meeting to take place on 09/17/10. City Staff has reviewed applications and will
attend the PAC meeting. • Discussions with the Department of Parks and Recreation have taken place pertaining to Public Art to be implemented at Miami Gardens Community Center Phase
II – Amphitheatre, and Miami Carol City Park Recreation Building. It is preferred that a mosaic is implemented on the face of the stage platform at the Amphitheatre, and a mural be implemented
in the breezeway of the Miami Carol City Park Recreation Building. • The AIPP budget for the Amphitheatre is $12,000.00. The AIPP budget for the Miami Carol City Park Recreation Building
is $15,058.85. The schedules and Call-to-Artist’s for these particular projects have been drafted are currently under review and revision. • The proposed AIPP Ordinance was adopted during
the City Council Meeting on 09/08/10. • While the review of an Art in Public Places Advisory Committee is a requirement of the proposed AIPP Ordinance, due to time constraints and the
inability to form said committee within the necessary time frame an agenda item has been drafted for the 9/22/10 Council Meeting. The resolution will request a waiver of said review
of AIPP to be implemented at Miami Gardens Community Center Phase II – Amphitheatre and Miami Carol City Park Recreation Building. CAPITAL IMPROVEMENT PROJECTS: New City Hall & PD Building:
Design Phase started– Jimmie Allen & Brandan DeCaro • Preliminary Program and cost estimate reviewed by CIP Director and City Manager. • Review of Space Allocation & Building Program
occurred 09/14/09, 09/15/09 & 9/16/09. Page 509 of 565
12 • Miami Garden’s staff met with the Developer, Contractor and Architect on 8/13/09 to discuss the program for the proposed Town Center Project. The project will include the new City
Hall, Police Department Building and Parking Garage. • All staff comments received & incorporated into building program. The revised program was provided to the developer on 09/24/09.
Coordination Meetings with Developers Team on 10/09/09 & 10/15/09. • The building programs were review, & revised with the City Manager, Deputy & Assistant Managers. • City Council Workshop
held on 11/18/09 for proposed City Hall and new Police Building. • Workshop held on 3/02/10 to study the city planning for the project. • City Planning Concept presentation was given
during the 4/14/10 City Council Meeting. • City Council approved preparation of RFP for construction of City Hall and development of City Center during 4/28/10 meeting. • Staff working
on the assemblage of documentation to establish a desk top draft of the RFP based on discussions with City Staff. • The final Criteria Documents were assembled. Several City Departments
were consulted to provide standards criteria into the document. • The Criteria for the RFP was completed by J. Allen and delivered to the City Manager on 6/18/10. There was one response
for the RFP which is being reviewed by the City Manager. • The A/E Professional Services proposal was approved during the 7/28/10 Council Meeting. • City Staff met all day with the A/E
firm, URS Corporation from 8/15/10 to 8/18/10 to validate the preliminary Program & special requirements for the City Hall, PD Building & Garage. • City staff had several meetings with
the A/E on 9/13/10 & 9/14/10 to develop parking needs & special relationships for the new City Hall & PD Building. Demolition of Wachovia Building Site: Bid Phase – Brandan DeCaro •
Bid advertised on 9/8/31/09; Pre-bid meeting on 09/09/09; Bids were opened on 09/26/09. • Award of Demolition is on hold pending decision by City Council regarding the options for the
proposed City Hall & Police Building. • Demolition will be included in City Hall construction to coordinate LEED qualifications. Police Building Major Interiors Construction: Close-out
Phase – Jimmie Allen • The Building Department has not issued the Final Certificate of Occupancy for all of the work under Miami Skylines Contract. • Staff met with the contractor and
submitted requests for pricing to perform required electrical changes to A/C Units at the roof and services to label and tag all building panels on 3/26/10. • The contractor is pricing
the work requested as of 4/16/10. • Direction was been provided to the contractor to make adjustments to an accessible window in the facility on 4/1/10. Page 510 of 565
13 • On 4/1/10, the contractor prepared permit applications to renew open permits for project close out. Meeting between Building Department, Police Department and CIP staff occurred
4/15/10. • The Building, Electrical and Plumbing building permits were renewed on 5/07/10. • Staff met with the Contractor 5/12/2010 regarding electrical repairs and upgrades to the
Police Building
rooftop units. Also met on 5/12/2010 regarding lowering the window at the lobby access to the Records Unit. The window work is required to be performed between Friday evening & Monday
mornings to avoid public access impact and disruption. The electrical repairs and upgrades to the rooftop units can be independently scheduled concurrent with the window work. • A proposal
for the work has been negotiated and approved by staff the week of 6/14/10. • During the weekend of July 4th, the accessible window at the records unit was lowered and completed prior
to start of business on 7/05/10. The Building Department inspected the installation and approved the work in place 7/06/10. • The electrical work to install 20 amp service receptacles
at the roof top A/C units began 7/12/10 and was completed by 7/16/10. Receptacles, supports & fastenings have been completed along with service up-grades at the roof. Electrical panel
labeling in the building began the week of 7/19/10 & was completed on 7/23/10. • Final revision to Panel schedules were submitted to the Electrical Inspection Chief and were accepted.
The Contractor can call for final inspections on the Electrical work now to close the Electrical Permits. • Plumbing and Electrical “As Built” drawings are pending the completion by
the Architect of Record BEA Architects. • Miami Skyline Construction is still pending final negotiations for the final payment along with the settlement of the current issues being performed
by the contractors. Fueling Facility & Storm Drainage: Construction Document Phase 85% – Jimmie Allen • WASD and DERM review for original scope completed June 2009. • A/E responded to
the three environmental concerns from DERM. Portion of new storm drainage system will have to be re-designed as a result of DERM review. • A/E has provided fee proposals for revising
the scope of the work for storm drainage. • The Report of the testing submitted to DERM was responded to 1/20/10. Two letters were forwarded reflecting the status of the review with
conditions. The City will be required to issue to DERM within 60 days a mitigation plan along with additional testing specified in their letters dated June 19, 2009 and January 11, 2010.
DERM has briefly indicated that the drainage portion of the project can run concurrently with the required clean up of the contaminated soil on site. • City Staff prepared a letter for
the City Manager, which was sent to DERM on 3/05/10. The City would prefer to conduct the additional testing required by DERM before proceeding with the removal of the contaminated soil.
DERM accepted the response from the City on 3/09/10. • Purchase Order was issued and the sampling sampling conducted the week of 4/15/10. Page 511 of 565
14 • On 4/16/10, URS the consultant provided preliminary findings for staff review resulting from the recent testing performed. Additional sampling will be taken due to the negative
test results and this will require a time extension from DERM. • The City received the DERM response for the recent submittal related to the environmental testing conducted in May, 2010.
DERM has requested more additional testing of the soil & ground water. The additional testing was completed the week of 8/30/10. • Supplemental additional testing and sampling was required
by DERM and was completed in the week of August 30th, 2010. The final results are pending and a report from the Consultant is being prepared presently. • The Environmental Assessment
Report Addendum has been prepared regarding the additional contaminant assessment required by DERM. The Addendum was submitted to DERM on 5/11/10. • URS submitted spreadsheet with all
costs associated for the project so the City can decide how to move forward with the various aspects of the project. The City will defer the redesign for the Fueling Facility until the
issues with the contaminated soil removal have been resolved. • A Fuel Management System has been proposed and the CIP office has reviewed the system. CIP staff has requested URS to
provide cost impact to incorporate an equivalent system into the project that will provide the City with a method of managing fuel use and consumption. Miami Gardens Community Center
(MGCC): Close-out 99% – Jimmie Allen • The final fire inspection was approved by Miami Dade County Fire department during the week of 7/12/10. Final Electrical Inspection by the CMG
Building Department was approved. The Building Department issued the Temporary Certificate of Occupancy (CO) on 8/02/10. The Final CO will be issued once Miami-Dade County records the
final Plat for the property. • The Parks Department has occupied the building and scheduled the Grand Opening for the facility on 9/25/10. • The Final WASD Conveyance documentation was
submitted to MDWASD MDWASD and all required fees paid by the CMG to MDWASD. Only one of the two permanent water meters has been installed at this time. • NFL Grant for $250,000 was requested
now that the sports surface and lighting installation is complete. The City received a check for $200,000 from the NFL Grant. The remaining $50,000 will be reimbursed once the bleachers
are completed. • Bleachers and Press Box Contractor received the Notice to Proceed on 10/26/09 and the firm has begun the design & preparation of the Construction Documents for permitting.
The Firm has 135 days to complete the work from the NTP date. Staff met with the Bleacher contractor on 11/06/09 and the construction documents were submitted for review during the week
of 11/16/09. • Building Permit for the bleachers was issued. Contractor submitted a revised schedule and began construction on 5/24/10. • East Bleacher slab was installed on 6/16/10.
The East Bleachers have been completed & staff performed a Punch List on 8/13/10. The contractor’s completion of the Punch List is pending. Page 512 of 565
15 • The West Bleacher concrete slab was cast on 7/15/10. Work on the West Bleachers started during the week of 8/01/10. • The press box structure was delivered to the site 8/25/10.
The Press Box is partially completed and the various inspections of the installation are ongoing. The Accessible Lift is being installed and the wall cladding is being applied presently.
The anticipated completion time is 9/30/10. The West Bleacher did not achieve substantially complete as scheduled on 9/13/10. • The Bleacher contractor has requested a Time Extension
Change Order. The contractor continues to experience delays & did not complete the installation within the contract time. • The FF&E List was developed and the 3,000,000 for the FF&E
funding was submitted to the County in December 2010. The contract with the County GOB Office for the FF&E funding was executed by the City and the County in July 2010. The 1st reimbursement
payment for the Community Center FF&E was received in August 2010. The 2nd reimbursement package package will be submitted by City staff very soon. • The Miami Dade Fire Department approved
the fire suppression system for the data system rack on 4/9/10. The installer submitted the approved plans for CMG installation permits on 4/14/10. The building permit was issued on
5/13/10. The fire suppression system installation for the data racks is 85% complete. A Purchase Order was issued on 9/03/10 to Electrical Contracting Services for connection of the
system to the building fire alarm. Miami Gardens Community Center Amphitheatre: Bid Phase 100% – J. Allen & B. DeCaro • Proposal for MGCC Amphitheatre project submitted for Safe Neighborhood
Parks (SNP) Grant in July. Project recommended for grant funding by SNP Oversight Committee on 8/18/09. • City Council approved required project matching funds at meeting on 10/14/09.
• Negotiation with MGCC A/E for design of Amphitheatre was completed 11/10/09. • The A/E contract for the Amphitheatre was approved during the 12/09/09 City Council Meeting. • The Notice
to Proceed for the A/E was issued on 2/08/10. The A/E 100% Construction Document submittal was made 5/7/10. • The Construction Doc’s were submitted to County agencies for review on 5/10/10.
The Construction Doc’s were submitted to the Miami Gardens Building Department on 5/12/10. • Staff met with Miami Dade County Fire Department 7/15/10 on final approval issues with the
plans and received approval shortly afterwards. • CMG Building Department approval was received on 8/12/10. • The bid advertisement was distributed 6/22/10. Eight bids were received
& opened on 8/06/10. • The staff recommendation was approved during the 9/08/10 City Council Meeting. • The preconstruction meeting was conducted on 9/14/10 with the successful contracting
firm. All necessary documentation is being assembled in order to execute the issuance of a “Notice to Proceed” on 9/27/10. Page 513 of 565
16 Miami Gardens Community Center Phase III: Planning Phase 20% complete – Brandan DeCaro • Staff has begun to develop the planning and budget for all of the remaining components for
the Betty T. Ferguson Recreation Center. • The components that are being proposed for the Phase III scope could include a natural turf football field, completion of the site landscaping
& irrigation system, completion of the site sidewalks to become a Vita Course with 8 exercise stations, playground with shade structure, and perimeter fence & gates. Rolling Oaks Park:
Design Phase 60% completed – Brandan DeCaro • Phase I Improvements include: Installation of 2 athletic fields, new entrance and turnaround, new parking and overflow parking lots, fencing,
and concession/restroom facility. • Met with A/E 3/12/09 & 6/08/09 to coordinate the completion of the Construction Doc’s. • Revised CDs submitted to CIP staff for review 4/15/09. •
DERM -Tree removal permit approved. • Miami-Dade County Fire -Plans approved for permitting. • Department of Health -Plans approved for permitting. • MDWASD & North Miami Beach sewer
connection pending final approval. • Sewer pipe up-grade requested by DERM. Survey information & pipe as-built’s provided to DERM so that pipe up-grade will not be required. DERM approval
received in June, 2009. • Miami Gardens Building Department submittal pending. • Negotiating Additional Service with A/E for completion of Construction Documents. • Terminated A/E during
11/10/09 Council Meeting. • Negotiated conducted with new A/E to assume design and construction admin for project. • Agreement with new A/E will be presented to the City Council for
approval. • Purchase of additional land for new main entrance from Miami Gardens Drive is in progress. Bunche Park & Pool: Design Phase 80% completed – Brandan DeCaro • Phase I Improvements
include: Construction of entire pool parcel including pool house, parking paving/striping/drainage, lighting, fencing, landscaping, and signage. • Met with A/E 3/12/09 & 6/08/09 to coordinate
coordinate the completion of the Construction Doc’s. • Revised Construction Doc’s submitted to CIP staff for review 4/15/09. • County Fire -Plans approved for permitting. • WASD – Water
& Sewer connection reviewed and approved. • DERM -Review for Water & Sewer completed. Surface water permit approved. Payment for all DERM Permit Fees completed 7/14/09. • Construction
Doc’s were submitted to Miami Gardens Building Department on 7/30/09. Building Department and Public Works comments received. A/E response to the comments is pending. • A/E terminated
during 11/10/09 Council Meeting. Page 514 of 565
17 • Negotiations conducted with new A/E to assume design and construction admin for project. • Agreement with new A/E will be presented to the City Council for approval. • The project
will move forward once all necessary funding has been secured. North Dade Optimist Park: Design 100% completed, Bid Phase started – Anthony Smith • Phase I Improvements include: Construction
of new 3,000 sq. ft. building including six restrooms, small concession/kitchenette, and storage rooms; paved parking lot with 114 spaces including drainage, irrigation and landscaping,
football field & sports lighting relocation and minor landscaping; and construction of a sewer lift station. • Parks plans approved by Miami-Dade Fire. Reviewed by DERM and MDWASD. Additional
information requested and accepted 5/08/09. Final approval pending. • Lift Station -Received approval by MDWASD and DERM. • Construction Doc’s for the Recreation Building & Lift Station
submitted to the CMG Building Department for review on 5/27/09. • A/E has addressed comments from MG Building Department and DERM. • Plans resubmitted to the MG Building Department for
2nd review on 9/01/09. • A/E started work for additional services to add a new fence around the property, gates at entrances, irrigation system and building elevations. • Construction
Doc’s re-submitted to the MG Building Department for 3rd Review on 11/03/09. Re-submittal included all additional service work. • The Construction Documents for the Recreation Building
and site was approved by the MG Building Department on 11/10/09. • The Construction Documents for Lift Station approved by the MG Building Dept on 12/29/09. • The Construction Documents
for the Recreation Building were denied approval by the MG Public Works on 1/06/10. AE currently addressing comments. • The Construction Documents were re-submitted to the MG Building
Department to address MG Public Works Department comments on 02/10/10. • The Construction Documents for the Recreation Building were approved by the MG Public Works on 2/23/10. • The
A/E submitted final additional services proposal to revise the construction documents to include security system, fire alarm and phasing of construction on 6/30/10. • The new ordinance
letter, for water connection, was approved by Miami-Dade WASD on 6/29/10. (The original letter expired on 5/7/10.) • Revised plans resubmitted to the MG Building Department for review
on 7/26/10. • Revised plans, with Fire Alarm and Security System, submitted to Miami-Dade Fire Dept. for concurrent review on 7/28/10. Miami-Dade Fire approved the revised plans on 8/9/10.
• The bid advertisement is scheduled for September, 2010. The Bid opening is scheduled for October, 2010. • Once the bid has been approved by the City Council the construction commencement
will be coordinated to start immediately after the Youth Sports football season has ended. Page 515 of 565
18 Norwood Park & Pool -Pool Building Renovation: Close-out 100% –– Anthony Smith • Repair work for Pool Building was temporarily on hold until scope for pool piping replacement could
be determined. • Change request and proposal for additional work was approved 5/4/09. Repair work for the Pool Building commenced 5/14/09. Painting completed 6/05/09. • Punch List Inspection
on 09/15/09; re-inspected on 10/15/09. Punch List complete 12/10/09. • Building Department approved final inspection for door replacement on 12/10/09. • All Pool House work has been
completed. • The reimbursement from the Grant Agency (SNP) is pending. Norwood Park & Pool-Pipe Replacement Project: Construction 100% complete – A. Smith • Design Kick-off Meeting for
Piping Replacement Project on 6/18/09. • Final Construction Doc’s completed and submitted to CIP staff on 7/31/09. • Construction Doc’s submitted to MDWASD, MD Fire, DERM & Miami Gardens
Building Department for review on 7/31/09. MD Fire and DERM approval received in August. • Construction Doc’s submitted to Health Department on 8/13/09. • Resubmitted to MG Building
Department on 09/10/09, 9/24/09 & 10/08/09. • Plans were approved by the Health Department on 11/09/09. • The revised plans with Health Department approval were re-submitted to the MG
Building Department on 11/12/09. Plans were approved by the MG Building Department on 11/17/09. • Project advertised for Bidding on 11/9/09. Bids were opened on 12/10/09. • City Council
approved and awarded construction contract on 1/13/10. • Pre-Construction/Kick-off meeting was held on 1/21/10. • The Construction renovation and pool piping replacement construction
commenced on 1/28/10. • The installation of the domestic plumbing & pool piping is completed. Punch List work is underway. • The revised construction documents for the pool grounding
system have been approved by MG Building Department and the work has been completed. • The existing main drain for the pool was found to be leaking when the pressure test was conducted.
The Health Department approval for the new drain detail & pipe replacement was received 4/19/10. • Revised drawings for the new main drain were approval by the MG Building Department
on 4/27/10. • City staff will look at potential areas of concern for electrical deficiencies in the Pool House that will prevent occupancy of the facility. This work shall be done under
a separate contract in order for the MG Building Department to finalize all associated permits and issue a Certificate of Completion for the piping replacement. (See Norwood Poolhouse
Electrical Modification project) • The change order for the new work for the main drain was approved by City Council at the Meeting on 6/09/10. Page 516 of 565
19 • City staff performed inspections of the construction for the new main drain to determine if project has achieved substantial completion. The project was declared substantially complete
on 7/1/10. • The painting of the new concrete at the bottom of the pool was completed on 8/1/10. The remaining section of the pool is being sandblasted & then it will be painted. • The
Department of Health approved the final inspection and issued authorization to operate the facility as a public pool on 8/5/10. • The CMG Building Department approved the final inspection
on 8/12/10. • The application of the finish product for the concrete decking around the pool is pending. • All domestic and pool piping replacement work is complete. Norwood Park Poolhouse
– Electrical Modifications: Bid Phase 50% complete – Anthony Smith • Negotiated scope & fee with URS for electrical modifications required by CMG Building Dept. • Construction Documents
started 7/05/10 and completed 7/16/10. • Construction Documents submitted to CMG Building Department for dry-run review 7/19/10. • Construction Doc’s submitted to DERM & Miami-Dade Fire
Department for concurrent review 7/21/10. Construction Doc’s were approved by DERM & Miami-Dade Fire on 7/27/10. • Construction Doc’s were approved by CMG Building Department on 8/05/10.
• The project was advertised for bids on 9/2/10. • The Pre-bid site visit is scheduled for 9/20/10. Miami Carol City Park: Construction 85% completed – Anthony Smith • Contractor for
new Recreation Building and Site Improvements on hold pending final approval of site utility plans from WASD and DERM. • WASD Water & Sewer Agreement to 4/08/09 City Council Meeting.
County Attorneys denied minor revision requested by City Attorney. Submittal of Water & Sewer Agreement pending up-dated “Opinion of Title”. Revised Water & Sewer Agreement accepted
by WASD on 6/04/09. • MDWASD, DERM and Miami-Dade Public Works approval received week of 9/07/09. • Final submittal to MG Building Department on 9/18/09. Construction Documents approved
by Miami Gardens Building Department. Miami Gardens Public Works approval pending. • Kick-off meeting held with contractor, Portland Construction. Miami Gardens Building Permit issued
10/15/09 and construction began on 11/02/09. • The underground plumbing and electrical were underway December 2009. • The property address of the new Recreation Building has been changed
by the MG Planning & Zoning and Miami-Dade County’s Property Appraisal Departments to reflect accurate location. Certified copy of sheets submitted to Miami-Dade as a revision for review
on 1/8/10 because the County permit number had expired. Miami Dade-Fire Dept. approved the drawings on 1/12/10. Page 517 of 565
20 • Miami Dade Public Works has postponed planned county roadway improvements to the right-of-way until after the MG General Contractor completes all off-site work associated with this
project. • Sewer line and manhole installation is completed and the roads have been repaved. • Shell of the Recreation Building was completed March, 2010. • The application of stucco
finishes to the exterior of the building has been completed. The priming & painting of the exterior of the building is complete. • The installation of the conduit for the security systems
is complete. • The connection to the FPL transformer has been installed. • The installation of the exterior lights is underway. • The exterior earthwork for landscaping is underway.
• The building interior work is underway. • The project is expected to achieve Substantial Completion on schedule in October, 2010. Miami Carol City Park Sports Lighting: Construction
100% Completed -Anthony Smith • Replacement of existing Sports Lighting for baseball and football fields identified in Federal Energy Block Grant. CIP developed cost estimate and schedule
for light fixture replacement. • Miami Garden's staff met with Musco Sports Lighting at the park to review scope and schedule on 2/02/10. Cost proposal received from Musco on 2/05/10.
• Light replacement cost proposal approved during the City Council Meeting on 2/24/10. • The Musco contract was signed and returned to the City. • The Construction Drawings (CD’s) have
been approved by CMG staff. • The Construction Drawings (CD’s) were approved by the MG Building Department on 4/12/10. • The project was advertised for bid on 5/11/10. The bid opening
took place 6/10/10. The low bid is below the budget. Staff has reviewed the bid for compliance with the bid requirements. The Purchase Order for the lighting fixture installation contractor
has been initiated. • The contractor commenced construction work on 7/6/10. • The installation of the new fixtures for the baseball and football fields is scheduled to begin during the
week of 7/19/10. • The installation of the sports lighting was completed on schedule. The lighting levels were tested on 8/18/10. The lighting was used during Youth Sports Program games
on 8/19/10. • Punch List Items are complete. Generator Installation at various Parks: Construction Phase 95% – Anthony Smith • Developing scope for the installation of transfer switch
for emergency generators at several Parks. • Projects advertised for bid on 1/20/10. Pre-bid and site visit with contractors held on 1/27/10. • Bid opening for electrical work for transfer
switches for portable generators held on 2/11/10. Page 518 of 565
21 • The Purchase Order has been issued. Construction Kick-off Meeting was held on 3/30/10. • Construction Doc’s submitted to the MG Building Department for review on 4/27/10. The revised
plans were re-submitted to the MG Building Department on 5/26/10. • Construction Doc’s for AJ King & Scott Park were approved by MG Building Department 6/3/10. The permits for AJ King
and Scott Park were issued on 6/9/10. • The contractor was notified by the CMG Purchasing Department on 6/15/10 that they were in default of the City Contract. Revised schedule to cure
default is pending from the contractor. The City declared the contractor to be in default of the contract on 6/17/10. • The city staff picked up the three transfer switches and cables
from the contractor on 7/2/10. • Purchase Order was issued to the new contractor to install the transfer switches on 7/7/10. • The new contractor commenced working on Building Department
submittal 7/12/10. • Construction Doc’s for AJ King, Cloverleaf & Scott Park submitted to CMG Bldg Dept 7/22/10. Construction Doc’s for AJ King, & Scott Park approved by CMG Bldg Dept
7/30/10. • Construction Doc’s for Cloverleaf Park resubmitted to the CMG Building Department for review on 8/5/10. • The Contractor commenced the installation of the transfer switch
at Scott Park on 8/10/10 & AJ King Park on 8/11/10. The installations are complete. There are pending items requested by the inspector during the final inspection. • The installation
of the transfer switch at Cloverleaf Park was completed on 8/25/10. • The testing & training for the portable generators & transfer switch connections at the park facilities were completed
on 9/6/10. • The Parks Department’s staff will be installing protective items around the transfer switch connection as requested by the CMG Building Department. A.J. King Park Playground
Replacement: Construction 85% completed – Anthony Smith • New playground proposal received for SNP Grant application. • V. Nelson and B. DeCaro attended the Safe Neighborhood Parks (SNP)
Oversight Committee Meeting on 1/29/10 and received approval for funding for the new playground installation. • SNP Grant Contract for matching funds was approved by City Council during
5/12/10 Meeting. • Project planning and scheduled has been coordinated with Parks Department. Schedule developed by CIP Department. Playground design has been finalized. Cost proposal
was presented to City Council for approval at the 6/23/10 meeting. • Purchase Order was issued to contractor. • City staff conducted the kick-off meeting with the contractor on 7/19/10.
• The contractor submitted the application for the CMG building permit on 7/19/10. • The Notice of Commencement has been executed through Miami-Dade County. Page 519 of 565
22 • Contractor started the demolition of the old playground and site preparation on 8/16/10. The demolition & installation of new concrete slab has been completed. • Installation of
the playground equipment commenced 8/30/10 & was completed on 9/10/10. • The installation of the poured in place soft surfacing commenced on 9/13/10. Brentwood Park Sports Lighting Football
Field: Planning Phase 95% -B. DeCaro /J. Allen • CIP & Parks Staff met with Electrical Engineer & representatives from Musco Lighting at Park on 4/14/10 to discuss the proposed project.
Engineer determined there is enough existing electrical power for Musco light fixtures for football field & future basketball courts. • CIP staff has developed Master Site Plan to coordinate
location of football field, new light poles, future basketball courts and all future components for the Park. Master Site Plan completed on 5/01/10 for staff review. • Musco Lighting
has developed design for sports fixtures. Musco provide cost proposal for fabrication of fixtures and electrical design on 5/28/10. • The Musco cost proposal for the electrical design
drawings & the fabrication of the fixtures will be presented to the City Council for approval at the 10/13/10 Council Meeting. The project will be funded by a Community Development Block
Grant (CDBG). BUILDING AND CODE ENFORCEMENT (Sharon Ragoonan) (JULY) REVENUES: Building Permits $ 174,530.34 Certificate of Occupancies (CO) 554.48 40 Year Recertification 0.00 TOTAL
$ 175,084.82 EXPENDITURES: Salaries & Wages $ 100,637.71 Personnel Benefits 31,358.12 Contract Services 11,858.77 (Professional Services) Operating Expenditures/Expenses 9,782.33 (Travel
& Per Diem; Postage & Freight Utilities; Rentals & Leases, etc.) Operating Expenditures/Expenses 486.27 (Supplies; Other Operating Expenses; Uniforms; Books; Education & Training, etc.)
Capital Outlay 0.00 Internal City Expenditures 0.00 Page 520 of 565
23 TOTAL $ 154,123.20 PERMIT APPLICATIONS SUBMITTED: Building 223 Certificate of Occupancies 9 Demolition 11 Electrical 102 MDC Permit Closures 27 Mechanical 52 Plumbing 50 Zoning 7
TOTAL 481 INSPECTIONS PERFORMED: CITY STAFF Building 481 Electrical 189 Mechanical 67 Plumbing 225 PROFESSIONAL SERVICES Electrical 0 Plumbing 0 TOTAL 962 UNSAFE STRUCTURES CASES: Issued
2 Board Hearing 0 TOTAL 2 MONTHLY REPORT TO CENSUS BUREAU FOR NEW CONSTRUCTION: Commercial Permits 0 Total – Construction Value $ 0.00 Residential Permits 0 Total – Construction Value
$ 0.00 MAJOR PROJECTS: 1. Taurus Project (16175 NW 49th Avenue): Inspections performed on a timely basis 2. D R Horton Coconut Cay (7th Avenue to 15th Avenue and 203rd Street to 207th
Street): Plans, permits and inspections performed on a timely basis 3. Mercedes Benz (1200 NW 167th Street): Inspections performed on a timely basis 4. Jesus People Ministries Development
(4055 NW 193rd Street): Phase 1 plans review in progress 5. FMU Dormitory (15800 NW 42nd Avenue): Avenue): Foundation only plans review in progress 6. Banner of Love Church (16932 NW
17th Avenue): Plan review in progress Page 521 of 565
24 7. EDEN Overhaul 90% complete 8. AARP volunteers preparing files for the internal audit and electronic records retention August REVENUES: Building Permits $ 90,670.99 Certificate
of Occupancies (CO) 113.23 40 Year Recertification 0.00 TOTAL $ 90,784.22 EXPENDITURES: Salaries & Wages $ 101,139.37 Personnel Benefits 30,979.97 Contract Services 12,103.45 (Professional
Services) Operating Expenditures/Expenses
178.51 (Travel & Per Diem; Postage & Freight Utilities; Rentals & Leases, etc.) Operating Expenditures/Expenses 2,118.71 (Supplies; Other Operating Expenses; Uniforms; Books; Education
& Training, etc.) Capital Outlay 0.00 Internal City Expenditures 74,522.67 TOTAL $ 221,042.68 PERMIT APPLICATIONS SUBMITTED: Building 205 Certificate of Occupancies 9 Demolition 8 Electrical
79 MDC Permit Closures 15 Mechanical 51 Plumbing 45 Zoning 7 TOTAL 419 INSPECTIONS PERFORMED: CITY STAFF Building 471 Electrical 223 Mechanical 70 Plumbing 159 PROFESSIONAL SERVICES
Page 522 of 565
25 Mechanical 2 Plumbing 36 TOTAL 961 UNSAFE STRUCTURES CASES: Issued 0 Board Hearing 0 TOTAL 0 MONTHLY REPORT TO CENSUS BUREAU FOR NEW CONSTRUCTION: Commercial Permits 0 Total – Construction
Value $ 0.00 Residential Permits 0 Total – Construction Value $ 0.00 MAJOR PROJECTS: 9. Taurus Project (16175 NW 49th Avenue): Inspections performed on a timely basis 10. D R Horton
Coconut Cay (7th Avenue to 15th Avenue and 203rd Street to 207th Street): Plans, permits and inspections performed on a timely basis 11. Mercedes Benz (1200 NW 167th Street): Inspections
performed on a timely basis 12. Jesus People Ministries Development (4055 NW 193rd Street): Phase 1 plans review in progress 13. FMU Dormitory (15800 NW 42nd Avenue): Foundation only
CMG Building plan review complete awaiting Zoning and outside agencies approvals 14. Banner of Love Church (16932 NW 17th Avenue): Plan review in progress 15. EDEN Overhaul 95% complete
16. AARP volunteers preparing files for the internal audit and electronic records retention CODE ENFORCEMENT (Roderick Potter) The following administrative, enforcement and licensing
highlights are for efforts from July 2010 /August 2010: • Code Division hosted it’s 3rd Annual Business Assistance Workshop. • Hosted a Special Event coordination meeting for the Miami
Caribbean Carnival Event with Miami Carnival. • Division Director met with Attorney Amy Boulris to resolve issues with the Everglades Sugar & Land property (vacant lot on the west corner
of NW 27th Ave. & 215th St.). • Department Director and both Division Director’s went on a site visit to Weston and Plantation to observe the Building & Code department set up. • Met
with Planning & Zoning to review SOP’s for LDR implementation policies. Page 523 of 565
26 • Division Director and Licensing Manager met to plan the vending machine registration project to make sure that every vending machine in commercial locations in the City are registered
and tagged. • Conducted the monthly management field zone review. • Conducted a meeting to stream-line the Re-occupancy process to make it more efficient. • Code management staff met
with Vista Verde & Miramar Gardens HOA Presidents for continued discussion of issues in the area. • Code Division Director and License and Housing Manager conducted a field review of
problem business locations. • Started the job creation /lot-clearing project to cut & clear overgrown properties. • Started phase IV of the Law Beat 34 project which consisted of issuance
of civil violation notices to property owners who are still in non-compliance and formalizing a project report to show the effects the project had on the area. • Code Compliance area
Supervisor or Officer attended a total of 3 Community Association and Neighborhood Crime Watch meetings for the month. • Code Compliance continued co-op meetings with Miami Dade County
Solid Waste representatives to resolve issues and expedite bulky waste pick-up. • Conducted the monthly Housing Division meeting. • Conducted monthly general staff meeting and weekly
management staff meeting. PERSONNEL Staff Development: • Code Supervisor V. Garcia attended the E-notify Master Administrator training for the parking violation notification system.
• All CEO’s attended the Gold Coast Association of Code Enforcement (GCACE) network and training. • Licensing Manager and Senior Clerk attended the Eden Power users training • Division
Director attended level 1 Crystal Reports training. • Division Director attended Sexual Harassment training. Licensing Stats May 10 June 10 July 10 Aug 10 New Business Tax Receipts 50
47 57 49 New Certificates of Use 33 36 36 51 New Alarm Permit Accounts 63 46 53 91 New Landlord Permit Accounts 6 3 7 34 Business Tax Receipts Issued 58 31 53 246 Certificates of Use
Issued 37 24 33 226 Alarm Permits Issued 39 14 25 53 Landlord Permits Issued 37 0 114 18 Page 524 of 565
27 Housing Stats May 10 June 10 July 10 Aug 10 Re-occupancy Inspections Re-occupancy Applications Re-occupancy Certificates issued Administrative Foreclosure Inspections 37 56 10 10
60 67 40 28 28 67 75 33 5 5 48 54 74 0 0 SCHOOL CROSSING GUARDS (SGC) (Cherise Alicia) CODE Stats: May 10 June 10 July 10 Aug 10 Business Tax Receipt Inspections 45 55 52 78 Certificate
of Use Inspections 44 55 52 78 Landlord Permit Inspections 14 41 48 32 Warning Notices Issued 334 355 550 377 Civil Violation Notices Issued 99 102 107 94 Re-Inspections 360 404 263
468 Special Master Hearings 28 26 31 18 Massey Hearings 42 62 77 24 Lien Reduction Amnesty Request Hearings 13 24 27 17 Extension Requests 27 20 62 32 Complaints Received 158 198 204
198 Proactive Cases 217 204 382 249 Cases Closed Within 30 Days 167 136 87 281 Cases Closed Within 60 Days 4 0 3 8 Cases Closed Within 90 Days 12 3 20 5 Special Operations-Code 11 0
9 3 Special Events 1 1 2 2 Illegal Signs Removed 642 657 587 895 Phone Calls Received by CEOs 245 271 268 205 Parking Tickets Issued 7 4 14 6 Lien Searches 186 131 136 194 Joint Operations-MGPD
4 0 0 2 PD Requests for CE 8 2 18 11 Abandoned Vehicles -Tagged 25 2 39 38 Abandoned Vehicles -Towed 0 0 6 2 Page 525 of 565
28 Tasks Completed: • Florida School Crossing Guard Training for Supervisors-Aug 2nd & 3rd • CMG School Crossing Guard Training-Aug 16th – 20th • Uniform Issuance-August 20th • Sexual
Harassment Training-August 25th Meetings Attended: • Departmental Mtg. w/DCM Renee Farmer – • Director’s Mtg.-August 12th • SCG Employee Staff Mtg.-Sept. 10th • Agenda Review/Staff Meeting
– • Meeting with North Dade CML (Principal)-Sept. 3rd. • CTST Meeting-September 13, 2010 Meetings scheduled: • Meeting with Norwood Elementary School and Florida Department of Health-September
20th Employee Incident Reports: • Total: 2 Terminations: 0 Resignations: 0 New Hires: 0 ASSISTANT CITY MANAGER (Vernita Nelson) • Media & Events Division – Kicked-off weekly Jazz in
the Gardens 2011 production meetings; Held several sponsorship strategy meetings • Capital Improvement Projects Department – Continue to assist with capital improvement projects and
preparation of Five Year Capital Projects Plan; assisted in preparation of agenda items; leading efforts, with the Assistance of Commissioner Barbara Jordan, to navigate through the
county’s Building Better Communities Bond processes to secure contracts. • Miami Gardens /Opa Locka Youth Violence Initiative – o The Children’s Trust – youth and families served between
February 2010 – August 15, 2010 Objective # Youth Actual Served /# Contracted % Objective Completed Care Coordination Case Management 76/110 children 69.1% 69/110 parents 62.7% Out of
School Suspension 104/64 youth 162.5% Pre-employment 116/75 154.7% Page 526 of 565
29 Services Miami Gardens Police Academy Explorers Program 21/22 95% Miami Gardens Police Department Truancy Sweeps 376/113 332.7% Conflict Resolution Training 112/110 101.8% o Outreach:
Peace Rally – Teen Upward Bound – August 7, 2010 ; City of Miami Gardens National Night Out Against Crime – August 5, 2010; Crime Watch Summit – City of Opa-locka – August 11, 2010;
Provided School Uniforms – The coalition provided 30 children of disabled parents, ages 10 – 15, with school uniforms in the Lake Lucerne Carrfour Supportive Housing Apartment Complex.
o Staff and Partners Professional Development: Morris Copeland, Assistant Director Juvenile Services Division provided workshop to Coalition members on the Status Offenders Program and
how the City of Miami Gardens Police Department are working to divert first time offenders from detention. The Coalition will continue to work with JAC to ensure youth in both Miami
Gardens and Opa-locka have an opportunity to take advantage of this program for juvenile misdemeanor and first offenders rather than being sent to detention; YVPC Monthly Coalition Meeting
was cancelled for the second Tuesday in July for summer break. Tuesday, August 10, 2010 meeting was attended by program community partners to discuss meeting TCT program goals and objectives
by contract end; The open Care Coordinator position was not filled because the threshold for Master Degree documentation could not be satisfied. A contractual Care Coordinator to be
paid by CCAD through budget revision of grant funds will satisfy the need until the end of the contract year. Social Marketing: Developing a social marketing campaign using Medium 4
Marketing Company; New YVPC Newsletter completed and posted on website; Jitterflix, is creating a public service announcement (PSA) to encourage youth to stop community violence. o Fund
Development: Requests for Proposals Amount Status The Children’s Trust – Supportive Communities: Youth Violence Prevention & Service Partnerships $350,000 – Youth Violence Prevention.
Pending Page 527 of 565
30 $580,484.07 – Service Partnership City of Miami Gardens CDBG $350,000 Declined Miami Dade County Human Services $577,400 Pending US Department of Education – Promise Neighborhood
(Stat of FL Collaborative with 5 other communities throughout the State of FL under the Ounce of Prevention) $500,000 to equally share Pending Robert Wood Johnson Foundation (concept
paper) $250,000 Pending US Department of Juvenile Justice and Delinquency Prevention Cease Fire (Collaborative with Miami Dade County JAC) $500,000 ($79,000 – Miami Gardens) Pending
• Public Works Department – Assisted in preparation of agenda items; Canal maintenance issues; EDEN solution to customer service module • Weekly Department/Division Meetings • City Manager’s
Office – Assisting with FY 2011 budget preparation; Agenda preparation; Progressive Young Adults Committee members attended the Annual League of Cities Conference on August 21st; Met
with consultants ref: Future City Hall project Additional Meetings: • 7/18 – Progressive Young Adults Adults Committee Meeting • 7/21 – Commission on Women Committee Meeting • 7/26 –
CMG Budget Workshop • 7/28 – CMG Council Meeting • 8/14 – Back to School Shop With A Cop • 8/17 – Youth Violence Prevention Coalition Neighborhood Crime watch Summit • 8/26 – CMG Sexual
Harassment Training • 9/8 – CMG Budget Hearing Page 528 of 565
31 • 9/14 -Youth Violence Prevention Coalition Executive Committee Meeting; Pre-Construction meeting for Betty T. Ferguson Recreational Complex Phase 2 COMMUNITY OUTREACH (Lillie Q.
Odom) • Assisting with the Employees Staff Annual Picnic to be held, September 18, 2010 at the BTF Recreational Complex. • Assisting with the coordination of the Education Compact Community
Resource Fair to be held; September 25, 2010 at Andover Middle School. The programs and services from the city to be involved are Parks and Recreation, Police, Youth Violence Initiative
and the School Crossing Guard Division. • Continuing to collect and organize articles, artifacts, pictures and stories in reference to the history of the city. Community and Committee
Meetings attended o June 24, 2010-Participated in the AARP Webinars on New Health Care Laws. o June 24, 2010 -Attended the Elderly Community Meeting held at Grater New Bethel Life Center
o June 25, 2010 – Participated in the Communities for a lifetime Teleconference, held at 9:00am. Updates on the health initiatives as it relates to the elderly population in the state
of Florida. o July 26, 2010 Attended Staff Meeting/Agenda Review, held in the City Council Chambers. o July 28, 2010 – Participated in a webinar by the National Transportation Virtual
Center for seniors. o July 28, 2010– Attended the last council meeting before the Summer Hiatus. Meeting held in City Council Chambers. o July 29, 2010 -Attended the Picnic committee’s
meeting. Held in the Mayor’s conference Room o July 29, 2010 – Met with School, City & Community Resource Committee, held at Andover Middle School. o July 30, 2010 – Met with Tamara
Myers of Xclusive Chat to discuss a program for young ladies. Meeting held a North Dade Regional Library. o August 09, 2010 -Attended bi-weekly meeting for the outreach division with
Assisted Manager. Page 529 of 565
32 o August 12, 2010 – Presentation of a Farewell Event for Council Members Bratton & Watson who have termed out and a special event was held in their honor with presentations made to
them from Congressman Kendrick Meek’s office, Representative Oscar Brynon, II and the Mayor and Council of the City. o August 23, 2010 – Attended the Bi-weekly meeting with Assistant
City Manager for Outreach Division. o August 24, 2010 – Checked out an overgrown yard and the possibility of assisting an elderly resident as requested from the Code Compliance Department.
o August 26, 2010 -Attended the Picnic committee’s meeting. Held in the City Conference room. o August 26, 2010 – Attended a meeting with all park Senior Club representatives and park
staff along with Assistant City Manager. o September 2, 2010 -Attended the Family Fall Festival Committee meeting held at Sun Life stadium. o September 3, 2010 – Participated in a teleconference
with the School Community Resource fair committee. o September 6, 2010 – Attended the regular Bi-weekly meeting for the outreach area with assistant city manager. o September 7, 2010
– Attended the Kiwanis Meeting, held at the Calder Buffet Café. o September 8, 2010 – Attended the Council Meeting held in the council chambers at city hall. o September 9, 2010 – Attended
a meeting with the seniors at Walden Ponds. o September 9, 2010-Attended a meeting with the Sickle Committee. o September 13, 2010 – Attended a meeting with the committee for the Employees
Picnic. o September 15, 2010 – Attended the Elderly Affairs Committee Meeting held in the city Conference Room – 3:00 Pm. o September 15, 2010 – Attended the Commission for Women Advisory
Committee meeting held in the city conference room – 6:30 pm. MEDIA AND SPECIAL EVENTS Coordinator (Ula Zucker) Page 530 of 565
33 • Completed the September issue of the Community Newspaper. It has been distributed. Visit www.communitynewspapers.com for an online version. • Planning for the 2011 Jazz in the Gardens
event is underway. Staff and production meet weekly. Currently talent is the major topic and contracts are being negotiated. Within the next three weeks we should have some talent contracts
completed. Press releases announcing the event date have been distributed. Website is in the process of being updated. • Staff attended the Employee Communications Forum. • The online
newsletter has been consistently delivered to the subscribers for the past several months. Subscribers have increased and we now have over 12,000. Subscribers vary from City residents
to out-of-state interested parties. • Events and Media Department has been working in collaboration with the Parks and Recreations Department to coordinate the ribbon cutting event for
the Betty T. Ferguson Community Center. The Ribbon Cutting is scheduled for Thursday, September, 23rd , at the community center. • Staff attended a Photoshop Workshop. • Staff attended
Laserfiche training • Ula attended Sexual Harassment training. • Staff coordinated new council’s photo headshots. • Attended workshop presented by architectural firm that will be building
the City’s new city hall. • Our public relations efforts are ongoing. Please see the Community Outreach Department for press clippings, pictures or items of the sort. We are also placing
advertisement and purchasing media for other departments. PURCHASING (Pam Thompson) 1. Prepared and issued ten bid/RFP: Replacement Housing 19215 NW 11th Court Replacement Housing 4410
NW 203rd Street Home Rehabilitation 591 NW 194th Street Home Rehabilitation 4361 NW 191st Terrace Home Rehabilitation 16720 NW 25th Court Home Rehabilitation 2400 & 2541 NW 152nd Street
Home Rehabilitation 3855 NW 168th Street Annual Contract Auto Body Repairs Purchase 2011 Fleet Vehicle – Police Norwood Pool Electrical Modifications Page 531 of 565
34 2. Prepared and issued nine Quotations: Purchase Pool Supplies Repair to Gate @Parks Compound Purchase Pesticide Tank Utility Trailer Purchase Homerun Fence Package Purchase Barricades
Termite Tent Treatment Purchase JR Council Uniforms Purchase Combination Football & Soccer Goal Moving Services 3. Preparing specifications for the following: Annual Contract Purchase
of Police Uniforms & Accessories Annual Contract Rental of Police Vehicles Annual Contract Printing Services for Parks’ Brochures NW 7th Avenue Enhancements LOI Design/Build Firms RFP
Design/Build NW 42nd Avenue Bridge Annual Contract Event Parking Services Demolition Services – Mt. Hermon Church, 2245 West Bunche Park Dr. Issued 293Purchase Orders 4. Continue to
maintain Fixed Assets (ongoing) 5. Continue to order and assist with auditing fuel card program 6. Continue to train and assist City staff on Eden software 7. Continue entering contracts
into Contract Management (ongoing) 8. Continue assisting vendors with on-line vendor registration registration Bids & Quotes – bid vendors (ongoing) 9. Continue to add current contracts
to Procurement Web Page 10. Attended City’s 3rd Annual Business Workshop Purchases $25,000-$50,000 Date Vendor Service/Project Amount 8/17/10 Environmental Performance Srvs. CDBG project
$30,425.00 7/21/10 Work 4 U Corp. Disaster “B2” Rehab $32,950.00 9/10/10 Evora Investment NSP 16720 NW 25th Court $44,999.99 8/6/10 JC White Office Furniture -MGCC $45,600.69 8/5/10
All Dade General NSP 4191 NW 199th Street $53,135.00 9/1/10 All Dade General NSP 3391 NW 211th Street $57,735.00 8/20/10 Con-Arch NSP 1111 NW 200th $60,700.00 Page 532 of 565
35 Designer Terrace 8/20/10 BoFam Construction NSP 3351 NW 174th Street $61,500.00 7/20/10 Create Construction NSP 2260 NW 154th Street $61,586.00 7/20/10 Create Construction NSP 3020
NW 156th Street $66,182/.00 9/7/10 YB Construction NSP 591 NW 194th Street $75,110.00 9/7/10 Agora Construction NSP 4361 NW 191st Street $76,314.00 9/7/10 Delcons Inc. NSP 16200 NW 28th
Court $79,960.00 9/7/10 JHC Contractors NSP 4410 NW 203rd Street $109,962.25 FLEET SERVICES (David Motola) o Fleet Management Software Utilization (Ongoing) o Repairs are being entered
in the data base, and vehicles are being tracked based upon the established preventative maintenance schedule o New vehicles being placed in service are being entered into the data base
and units taken out of service are inactivated. o Fuel usage is being entered into the database reflecting both economy and total operating cost o Reports are now available to reflect
expenditures by repair category or department o Units with low utilization are brought to respective management’s attention to make sure they are rotated into service. o Fuel Usage (Ongoing)
o Monthly reports of fuel usage with concern identification provided to all Department Managers for concurrence. A special report consisting of YTD data was provided to PD Command
staff. o Fuel invoices are being maintained electronically, master bill. o Fuel invoices are reviewed and billing errors are reported to Procurement for investigation and resolution.
o PD Explorers -Three Command Explorers were outfitted with radio charging stations to give them the same range as chassis mounted radios. o Weekly Check Sheets o With the Fleet Departments
data base up and running, the need for weekly check sheets to be turned in was discontinued. o South Florida Fleet Managers Meeting – As a result of a very successful SFFMM it was decided
to continue meeting and focus our attention on employee training. In Page 533 of 565
36 conjunction with the City of Coral Springs and North Miami Beach we will conduct seminars to prepare staff members for certification exams by EVT, ASE, and FEMA. o Decals -Fleet Staff
installed decals on U# 2137 for Parks & Recreation. o Collision Repair – With the assistance of the Purchasing Department a new bid was posted to add collision repair facilities. Two
facilities within the City of Miami Gardens were added. o Tire Repair /Road Side Assistance – An inventory of used /temporary tires have been placed in inventory and used on an as needed
basis. Signs posted to designate tire and wheel applications. o Warranty Repairs – Check service repair invoices against vehicle warranty to insure proper billing for services. o Fleet
Administrator attended the Laserfische training on 8/17/10. o Fleet Manager attended Management training on 8/26/10. o Fleet Administrator participated in the KMGB Annual Litter Index
on 9/10/10. o Fleet Representative met with vendor to coordinated trailer repairs. o Fleet Representative coordinated the removal of PD equipment and towing of salvaged PD Unit# 73059
o Fleet Manager performed weekly lot checks, identifying vehicles concerns and notifying department heads. o Fleet Administrator routinely contacts vendors for monthly accounting statements
to research and reduce invoices from becoming past due. • Maintain hubcap inventory for Police vehicles. • Regular visits to mechanical and body shop vendors for visual vehicle repair
status and updates and drop off and pick up vehicles at various locations. o Fleet Admin. attended monthly Committee/Forum meetings o Fleet Admin. scheduled car wash detail appointments
and window tinting services for various departments. o Fleet Service Representative met regularly with Police Department vehicles liaison, Sgt. Brown to discuss and address repair issues
and concerns. o Replaced spot light bulbs and missing hubcaps on Patrol cars. o Responded to multiple service calls for Police, Public Works, Parks Maintenance, Building and Code Enforcement
departments, addressing their concerns. o Monthly start up and check City Hall and Parks standby generators. o Fleet Admin. processed invoices received from vendors regarding parts,
service, and maintenance on vehicles and equipment. o Fleet Admin. Prepared requisitions necessary to purchase parts, accessories, maintenance and services. INFORMATION TECHNOLOGY (Ronald
McKenzie) This Status report covers the activities of the Information Technology Department for the period from 07/22/2010 through 09/15/2010. It is organized into the following areas:
Page 534 of 565
37 • Significant Accomplishments • Significant Issues • Schedule Status • Travel Activity Accomplishments from Month: o Significant Accomplishments Ron graduated from CCIO Program
and is now a Certified Chief Information Officer. IT has met with students from Florida Memorial University and now we have 3 volunteers that are willing to serve instructors for the
“Senior Literacy Program.” All three volunteers have been cleared by HR to perform volunteer work at the city. The program will kick off on October 12. The primary site for training
will be the Betty T. Ferguson Community Center. We will have two classes running twice a week for 6 weeks. The classes will be on Tuesday and Thursday. We already have a large group
of seniors interested in the program. All three volunteers are Miami Gardens residents that will be educating other Miami Garden residents. Hired our new Webmaster. He began working
with the team on 9/7 and brings a great deal of experience and knowledge with him. Conducted 1 session in in July, 1 session in August and 1 Session in September as part of the EDEN
renovation. These were the last three phases of the project. We have created various forms and reports to help out the various departments at CMG. We have also cleaned up the entire
Fee structure at the Building Services Division and created proper permits for Code Compliance and Planning and Zoning. Kudos to the various departments for all the work that went into
completing this project. We have begun working on cleaning up all of the addresses in the EDEN database as a part of the Parcel Refresh project. We have 3 staff member performing manual
entry as we try to clean up about 25,000 errors in the system. Although tedious, the project is actually progressing very well. We presented over 8 classes on Laserfiche as part of
our project to go green and become more efficient. We have worked with Procurement and will only allow attachments through Laserfiche when entering requisitions. No more OLE Page 535
of 565
38 attachments. This means there will be only one instance of the attachment and make it much easier Began and continue working on the Telestaff rollout with MGPD. This software program
aids in scheduling and keeping track of overtime. We were task to purchase and load a server, load the client on all laptops that will be using the application and perform various configurations
to the software. We are actively working with PD to partner in the successful rollout and setting up the necessary training for staff. Completed the rollout of new laptops and software
to Police Department personnel as part of the Motorola to Dell replacement project. In total 98 laptops Motorola laptops were replaced with Dell laptops. We also converted 60 users from
Verizon aircards to a faster 3G AT&T aircard. This has diversified the PD so that we have half of the force on Verizon and half on AT&T. This gives us redundancy in case one provider
is having issues or a tower goes down. We will still have half of the force operational. 60 of the new laptops have Windows 7 operating system and Office 2010 software. Attended an
introductory class of Crystal Reports with Shellie Ransom, Roderick Potter and Jay Marder. I set up this two day with New Horizon. This class was provided for free and allowed the Directors
that attended, including me, to better understand the capabilities of Crystal and what it takes to make these reports. It should serve as a learning tool in designing reports that can
make operations better. Attended various budget meetings to support the proposed Budget for 2010-2011. Changed out wireless access at PD and placed wireless router in the EOC area
to provide wireless access for team. This wireless router also allows users from CH to user their laptops at PD and vice versa without making any changes. The system senses the credentials
and joins the user. Other wireless routers have been installed in the new Community Center. The community center is equipped for wireless access for employees and a special wireless
access path for residents that need internet access. Employees will again be able to seamlessly connect back to the network. Completed transition of our internet service provider from
Host.net to AT&T. We now have an MFN network that goes in the clouds and connects CH, PD and The Page 536 of 565
39 Community Center. This has created and redundant path for communications, just in case something happened to the fiber point-to-point connection between PD and CH. This has also provided
additional bandwidth for viewing and retrieving videos from the community center while viewing at PD. Still working to establish Unified Communications. This in effect is combining
phone services with email and video services. Cross telecom has not done a good job with this implementation. We have encountered various issues and I have not received on the bill since
they have not truly delivered the product. We will continue working to bring this to a successful resolution. Performed many website updates Completed the bidding process for the
SAN Virtualization project. Two vendors participated in the process (UDT and CDW-G) and CDW-G won. I have submitted the agenda item, which will be presented to Council on 9/22. If approved
we will start Phase 1 before October and Phase 2 soon after. IT Team continuing their testing of Windows 7, MS Server 2008 and some virtualization products, in preparation of capacity
planning and creating a more efficient environment. Worked on with Management team on Architectural design for new city hall. Sat down with each department to understand their IT needs
and ensure that these needs were included in the plans, as well as the overall IT picture for the new city hall. Continued working with the Parks Department and CIP on security and
low voltage wiring for Carol City Community Center. o Significant Issues Exchange server at PD is having issues. The server was designed without maximum memory. We now have many more
users and even more users that use mobile devices to connect. This has caused
memory to fill up and the server to lock up. The amounts of mobile users now connecting to corporate email systems have grown substantially and we have to look at different ways to improve
our network to tackle this. Many articles have come up concerning this, as it has been an IT industry wide issue. I have chosen to add additional memory to our current server and to
take email into the clouds to alleviate this problem. We will be adding memory to the servers at the same time that we perform the virtualization of the servers. The system Page 537
of 565
40 will have to be down during this time so we will take advantage of that time to conduct the upgrade. We will not take email into the clouds until December or January. There will probably
be a cost for this that might lead to an overall increase in our budget of a few thousand dollars. I need to make sure there is enough money to do this so I will wait until December
to see if this is something that can be done this year or next. We have found and loaded some software that recycles the software periodically as it sees the memory build up to stop
the email server from locking up. This has been running for about 8 days and seems to be working. We will be installing a new SAN and Virtual servers and software. I will have to send
my staff to training for the system first thing in October. In our efforts to “Go Green,” employees have been scanning documents to Laserfiche. This also helps to reduce the need for
paper good and storage boxes all over the place. This has caused a need for additional license for Laserfiche. We currently only have 5, meaning only 5 employees can be in the application
at the same time. We have trained over 40 employee will be training more. Code and many other departments have purchased scanners to aid in automating their processes. We have ordered
25t additional licenses for Laserfiche. We have also changed our Laserfiche vendor to MCCI. Our last vendor R7S was unresponsive to our request. o Schedule Status We will be terminating
the Host.Net account for internet services. We now use AT&T and have successfully used them for 1 month, so the Host.net pipe is no longer needed. Working with Procurement to find
PRI pricing for voice circuits for MGCC and possibly other sites. Will have to clean up our Computer room and closets in preparation for the SAN/Virtualization project. This will require
overtime in the upcoming weeks. o Travel Activity Ron and Ricardo attended FLGISA annual conference July 18 thru 23, 2010. Tristan and Ricardo will have to go to VMware and HP training
in preparation for SAN/Virtualization project. They will need to attend training in October. Page 538 of 565
41 PUBLIC WORKS DEPARTMENT (TOM RUIZ, DIRECTOR) 1. Staff continues to clean and maintain bus bench areas throughout the City. In the previous month we mentioned our hunt for areas needing
bus benches and cans. This month we are starting our installation program of new benches and trash cans throughout the City. 2. Staff continues to mow public right-of-ways to ensure
that the roadways are aesthetically pleasing. We have also added additional areas to be maintained by our staff and this is 27th Avenue and 151st Street to the county line, and 183rd
Street, from 27th Avenue to US-441.This month even more trees have been planted in regard to our city wide canopy program. 3. Two streets crews continue to repair sidewalks throughout
the City. This is a great task and the guys are doing an exceptional job. We are not only repairing sidewalks but also roadways, edge of roads, potholes and sinkholes to insure the safety
of our residents, and those who visit. 4. Staff continues to trim and prune trees citywide, especially now that hurricane season is upon us. This also gives residents an added security.
5. We continue cleaning drains around the City. We have both combination vacuum trucks on the road battling debris and sedimentation within our storm systems. Flooding has decreased
due to the means of our maintenance program. 6. General Asphalt has completed the first ARRA Roadway Improvements project. The project accomplishments are: milled, re-paved and re-stripped
NW 191 Street from NW 27 Avenue and NW 37 Ave; 5050 linear feet (almost a mile);Installed 104 new A.D.A. Ramps/Connectors along NW 191 Street and NW 199 Street from NW 27 Avenue to NW
47 Avenue; Installed 1,260 feet of new sidewalk in front of Betty T. Ferguson Recreation Complex along NW 199 Street from NW 29 Place to NW 32 Avenue; Replaced 4,400 linear feet of broken
sidewalks along NW 191 Street and NW 199 Street from NW 27 Avenue to NW 47 Avenue. On September 7, 2010 Public Works Department was audited by FDOT’s consultant for the 100% completion.
7. On On January 27, 2010 the City of Miami Gardens Council approved a budget of $350,000 for drainage improvements in the residential area which covers the area from NW 19 Avenue to
NW 21 Avenue and NW 191 Terrace to NW 195 Street. For this project the amount $131,096 was received from SFWDM and the City will match it with $218,904. The design has been completed
and plans will be forwarded for DERM approval on September 15, 2010. 8. On January 27, 2010 the City of Miami Gardens Council approved a budget of $150,977 for drainage improvements
in the residential area which covers the area from NW 38 Avenue and NW 38 Place and NW 208 Street and NW 209 Street. For this project the amount $30,977 was received from SFWDM and the
City will Page 539 of 565
42 match it with $120,000. The design has been completed and plans will be forwarded for DERM approval on September 15, 2010. 9. Public Works issued 13 permits of which 8 for driveways
and sidewalk and 5 for utilities. 10. NW 175 Street & NW 12 Avenue drainage improvement project (located NW corner of Scott Lake Elementary School): All drainage installation and road
restoration has been completed. Final walk-thru and punch list items will be completed in the next two weeks. 11. Miami Gardens Drive Landscaping Project -2nd phase (Project is between
NW 27 Avenue and NW 47 Avenue on NW 183 Street): Vila and Son were awarded the landscaping project. Project is ready to begin on September 20, 2010. 12. On September 9 & 10, 2010, engineering
staff attended the 17th Annual South Florida GIS Expo. Additionally, staff conducted a presentation about the different methods Public Works used to build a Stormwater database and how
GIS was used to perform various tasks was. 13. The Miami Gardens Drive Landscaping Project --2nd phase (Project is between NW 27 Avenue and NW 47 Avenue on NW 183 Street): Vila and Son
were awarded the landscaping project. A pre-construction meeting was held on August 9, 2010 with the contractor. Project will start on September 15, 2010. 14. Bunche Park Area-Drainage
Improvements. Restoration has begun. Asphalt is scheduled to be completed by September 24, 2010. Project final completion is October 4, 2010. 15. The NW 7 Avenue Road Improvement Project
bid package has been completed by our Procurement Department. The package is at the County for approval prior to advertising. 16. On August 31, 2010, staff attended a follow up review
of Miami-Dade Transit ARRA grant by the Federal Transit Administration (FTA) for which the City of Miami Gardens is a sub-recipient. 17. On August 24, 2010, staff attended along with
other City employees the City of North Miami Beach safety committee meeting. The purpose of the meeting was to hear what safety concerns they have in their City and see how they handle
them. them. 18. On August 25 and 26, 2010, the Director and Assistant Director attended a Sexual Harassment Training organized by the Police Department. 19. On August 18 and September
7, 2010, the Director and the Procurement Manager met with FDOT for the NW 42 Avenue Bridge Replacement RFP for the designbuild per the stimulus stipulation. The Director is working
with the Procurement Page 540 of 565
43 Director with putting the RFP together to be sent to FDOT for approval (sent September 14, 2010). The Director and the City Engineer met with Chen and Associates for the 30% criteria
for the design build RFP. 20. On August 31, 2010 the Director and the Floodplain Administrator attended the 3rd Annual Business Workshop. 21. On September 13, 2010, the Assistant Public
Works Director attended the Miami Gardens Community Traffic Safety Committee meeting. Keep Miami Gardens Beautiful You Trash It We Cash it • A city wide campaign aimed at preventing
motorist from littering. Keep America Beautiful Annual report • Completed report • Submitted several application for national award program In Class Environmental Education Program •
Preparing for 2010-2011 school year • Updating curriculum Landscape Maintenance • This month 19 trees were installed along residential neighborhoods. Pitch apple and Vera Wood trees.
• City crews are currently maintaining all landscape areas throughout the city. FDOT 441 Phase III Landscape (183 st-215 st) • Starting JPA process Community Beautification projects
• Ongoing • 2 major community projects completed this month Annual Litter Index study • completed City’s Community Beautification Grant • The new application for the Fall is now available
Fall Beautification Awards • Winners are being notified • Currently seeking sponsorship to provide home improvement gift cards to future winners. Page 541 of 565
44 South Florida Women’s Council • Partnering with SFWC to apply for grant funds for beautification efforts throughout the city. Comcast Cable Sponsorship • Has sponsored $12,000 of
cable air time to play city’s anti-litter PSA Tee Inventory System Update • 90 % completed ASSISTANT CITY MANAGER (Daniel Rosemond) Betty T. Ferguson Community Center (Sneak Peak &
Grand Opening) – As Parks Staff has been preparing for the Grand Opening, it was determined that offering a “sneak peak” to City Staff and City Committees would be wise. The intent of
the sneak peak is to allow the newly hired or assigned Community Center staff to become familiar with the facility prior to the opening to the general public. The sneak peak period will
be for just about 1 month. Also planned is a ribbon cutting/dedication ceremony that will take place on Thursday, September 23rd. This event will allow City Council and other dignitaries
to be acknowledged in a limited invitation ceremony. The ribbon cutting will be followed up by the Grand Opening that will take place on Saturday, September 25th. All households in the
City will receive an invitation. The grand opening will be an all day event (9:00 a.m. to 6:00 p.m.) and will be in conjunction with Councilman Gilbert’s Recreation Expo, which had been
postponed due to inclement weather. City of Miami Gardens Youth Sports (update) -The City’s youth sports program is well underway with participation at approximately 1800 for both
football and cheerleading. Staff has been working tirelessly in an effort to transition this program from 6 different individual athletic clubs into a city-run program. There have been
numerous issues encountered that will need to be addressed before the next season (volunteers, staffing levels, registration fees, league participation, etc.). A detailed memo to Council
will be provided with some of the program findings thus far. Meeting with Senior Club Presidents-As a follow-up to what was previously reported Parks Staff, Ms. Odom, and I met with
the 5 senior club presidents individually to get their concerns and suggestions about program structure. The ideas were incorporated into a newly designed program proposal, which would
include centralizing our program operations and creating a city-wide seniors program. This proposal was presented to all of the senior club presidents at the same time. The majority
of the club representatives felt strongly that they did not want to consolidate and wanted to maintain their clubs’ independence. Parks’ staff then met with the various clubs to communicate
the information and again the consensus seemed to be that they did not want to consolidate. I will be preparing a formal proposal memo to the City Manager that outlines the program.
In it, the Page 542 of 565
45 existing clubs can continue to meet at their respective parks but senior programming will be offered at a central location. Job Fair (abandoned properties clean-up) -Councilman
Williams sponsored a resolution that directed CDBG Funds to the Code Enforcement Department, thus freeing up dollars to hire companies to perform board up and lot clearing services.
As desired, the City hosted a job fair where these companies might have an opportunity to interview and perhaps offer employment to unemployed city residents. The job fair yielded a
very high turnout. Unfortunately, the responses from the companies in terms of positions hired have been difficult to obtain. At best it was expected that approximately 3-6 temporary
positions would be created. Neighborhood Stabilization Program (NSP) – I am pleased to report that the City met its contract deadline of obligating the $6.8M by September 2nd. At this
point, Staff continues to work on rehabbing the properties acquired and sell the units that have been completed. To date, the City has sold 6 of its housing units acquired thru this
process and has gleaned approximately $500,000 in program income from the sale of the properties. Also during this period, the City was notified that it will be receiving $1.8M in NSP
round 3 funding. Housing relocation for tenants of multi-family unit-Working in conjunction with the Building Services Division, CD staff has been attempting to mitigate the impact
of a loss of housing to the 34 tenants that reside at 18820 N.W. 20 Avenue. This unit was deemed an unsafe structure and we are awaiting a demolition order. CD staff organized a meeting
with Citrus (the City’s sub-recipient of HPRP Funds) and the tenants of the property to provide the tenants information on how to obtain the needed assistance to find an alternative
location once the demolition would take place. Livable Neighborhoods Initiative (infrastructure improvement)-The work in Kings Gardens I & II has been completed and staff has not been
successful in getting consensus of property owners in the remaining project areas. A very detailed memo outlining the project’s history, pertinent issues, accomplishments, and current
status has been provided to Council via the City Manager. Public Services RFP-CD staff completed its annual solicitation process for nonprofit organizations to provide social services
to City residents. 4 agencies were funded and the services include meals to elderly residents, afterschool and FCAT tutoring, and wrap around services to youth victims of sexual abuse.
Participated in the following meetings: • Meeting with Senior Club Presidents • New City Hall architects • Meeting with Health Department re: new grant • Press conference for new water
park • Parks staff interviews • Sexual Harassment Training Page 543 of 565
46 • Housing Finance Authority Board Meeting • Annual Business Workshop • Meeting with FMU representative re: potential job fair for dorm project REREATION DEPARTMENT (Kara Petty, Director)
Recreation Division Shining Stars After-School: The children are engaged in various activities such as homework assistance, arts & crafts, creative indoor and outdoor activities, chess,
etc. In addition, certified teachers improve their reading, math and science skills. • Brentwood Park: forty-three (43) participants • Rolling Oaks Park: forty-three (43) participants
• A.J. King Park: twenty-six (26) participants • Buccaneer Park: seventeen (17) participants • Bunche Park: seventeen (17) participants • Miami Carol City Park: thirty-five (35) participants
• Norwood Park: thirty-seven (37) participants • Scott Park: thirty-six (36) participants Teens Summer Program. • Expanding Horizons teen program currently has 31 participants that meet
daily after school from 4-6pm. They learn about career opportunities, life skills, and community service. The program was recommended for another year of grant funding from The Children’s
Trust. A.J. King Park • There is line dancing taking place on Wednesday, Thursday and Friday nights from 6:30pm until 8:00pm. • Sports development Tee Ball takes place on Saturdays from
10am – 12pm. • Contractors began the playground development process at AJ King Park. The equipment is installed, with the soft surfacing being the only component left to complete. Brentwood
Park • CMGYS (football/cheer) began and the first game took place August 19, 2010. • CMGYS (football/cheer) practice takes place from 6pm – 8pm • Seniors met to discuss the senior program
August 30 • Afterschool continues at Brentwood Park until October after which it will be relocated to the Betty T. Ferguson Recreation Complex Buccaneer Park • Youth tennis lessons take
place on Saturdays from 9:00-10:30am. • Adult tennis takes place on Monday and Thursday evenings from 6:30-7:30pm Page 544 of 565
47 • There is line dancing offered on Tuesdays, Wednesdays and Saturdays from 8:30a.m.-12:00noon for adults of various ages. Bunche Park • CMGYS Football and Cheerleading practice takes
place M-F 6:00-8:30 pm. Games are held on Thursdays, Fridays and Saturdays. Cloverleaf Park • There are over eight-teen (18) patrons that play basketball at the courts throughout during
the evenings Monday through Friday, as well as on Saturdays. Miami Carol City Park • Walkers exercise around the park starting at 6:00a.m. • There are reoccurring church rentals on Sundays
in addition to cricket being played on the field. • CMGYS Football and Cheerleading practice takes place M-F 6:00-8:30 pm. • CMGYS’ first game took place August 19. Norwood Park • CMGYS
Football and Cheerleading practice takes place M-F 6:00-8:30 pm. • There are games scheduled tentatively on Fridays evenings and Saturdays. Rolling Oaks Park • Line dancing is held every
Thursday night from 6-7:30 pm. Scott Park Scott Park has daily walkers in the morning and evenings Monday thru Friday. CMGYS Football and Cheerleading practice takes place M-F 6:00-8:30
pm. There are games scheduled tentatively on Fridays evenings and Saturdays. Recreation Highlights o The Senior Programs recess period has been in effect since June 1. All senior representatives
met with City staff on August 26to discuss the senior program and pending changes. After the meeting, the representatives presented this information to their respective groups to formulize
ideas of future program proceedings.. o Carl Williams, Recreation District Supervisor, and Joshua Rhodes, Teen Coordinator, represented the City of Miami Gardens during the 2010 FRPA
Conference by presenting a presentation on the “First Few Years of a Young Professional”. Recreation Trainings Page 545 of 565
48 o Teen Coordinator Data Tracker Training – September 17, 2010 o Ian Hill, “Leading the Heart of the Community” o Florida Recreation and Parks Association’s annual conference-August
29-September 3. Athletics • City of Miami Gardens Youth Sports: Football games began on August 19th at five (5) parks: Park Team Football Registrations Cheer Registrations Brentwood
Miami Gardens Rams 258 42 Bunche Miami Gardens Cowboys 251 70 Miami Carol City Miami Gardens Ravens 316 154 N. Dade Optimist Miami Gardens Bulldogs 250 125 Scott Miami Gardens Vikings
299 109 Total 1374 500 • Tennis: We currently have 17 participants attending the youth tennis program on Saturdays. In addition, there are currently 10 participants enrolled in our adult
tennis program. The program runs Monday and Thursday evenings from 6:30pm-7:30pm at Buccaneer Park. • Walking Club: The Walking Club currently has 55 members registered and we are meeting
monthly. The group is split between AM and PM walkers. JANITORIAL AND LANDSCAPING A J King Park o o 27 Janitorial visits to clean up park site o 1x Stripped & Waxed o 2x Cleaned debris
o 2x Herbicide o 27 Trash removal Andover Park o 13 Janitorial visits to clean up park site o 2x Grass cut & detailed grounds o 2x Cleaned debris o 2x Herbicide o 13 Trash removal Page
546 of 565
49 Bennett M. Lifter Park o 13 Janitorial visits to clean up park site o 2x Stripped & Waxed o 2x Cleaned debris o 2x Herbicide o 13 Trash removal Betty T. Ferguson Recreational Complex
o 6 Janitorial visit to clean up site o 2x Cleaned debris o 2x Herbicide o 6 Trash removal Brentwood Park & Pool o 27 (park) & 26 (pool) Janitorial visits to clean up park site o 1x
Stripped & Waxed (park) o 2x Cleaned debris o 2x Herbicide o 2x Grass cut & detailed grounds (pool) o 1x Removed overgrowth in large planters o 1x Herbicide (pool, tennis court), 2x
Herbicide (pool deck) o 27 (park) & 26 (pool) Trash removal Buccaneer Park o 27 Janitorial visits to clean up park site o 1x Stripped & Waxed o 2x Cleaned debris o 2x Herbicide o 27
Trash removal Bunche Church o 1x Grass cut & detailed grounds Bunche House o 27 Janitorial visits to clean up park site o 1x Grass cut & detailed grounds o 1x Edging o 1x spread insect
bait on Bermuda grass o 27 Trash removal Bunche Park & Pool o 34 (park) & 27 (pool) janitorial visits to clean up sites o 1x Grass cut & detailed grounds (pool) & 3x Grass cut (park)
o 1x Removed large limbs (pool) o 2x Cleaned debris o 1x Removed vines (south fence line-park) o 2x Pruning (park) & 1x Pruning (pool) Page 547 of 565
50 o 4x Herbicide (park) o 34 (park) & 27 (pool) trash removal Cloverleaf Park o 13 Janitorial visits to clean up park site o 2x Grass cut & detailed grounds o 3x Herbicide o 2x Cleaned
debris o 1x Root trimmed palm trees o 13 Trash removal Miami Carol City Complex o 1x Herbicide Miami Carol City Park o 29 Janitorial visits to clean up park site o 1x Stripped & Waxed
o 2x Cleaned debris o 4x Grass cut & detailed grounds o 1x Edge parking lot side walk o 1x Pruning o 3x Herbicide o 29 Trash removal Mt. Herman Church o 27 Janitorial visits to clean
up park site o 27 Trash removal Myrtle Grove Park & Pool o 27 Janitorial visits to clean up park site o 2x Cleaned debris o 2x Herbicide o 27 Trash removal North Dade Optimist Park o
13 Janitorial visits to clean up park site o 2x Cleaned debris o 2x Herbicide o 13 Trash removal Norwood Park and Pool o 13 (park) & 13 (pool) Janitorial visits to clean up sites o 2x
Cleaned debris o 2x Herbicide o 13 (park) & 13 (pool) Trash removal Parkway Middle School o 19 Janitorial visits to clean up park site Page 548 of 565
51 o 19 Trash removal Rolling Oaks Park o 14 Janitorial visits to clean up park site o 1x Stripped & Waxed o 2x Cleaned debris o 2x Herbicide o 14 Trash removal Scott Park o 27 Janitorial
visits to clean up park site o 1x Stripped & Waxed o 2x Cleaned debris o 2x Sprayed insecticide (crickets) o 3x Grass cut & detailed grounds o 1x Remove weeds & trim (east side) o 1x
Pruning o 3x Herbicide o 27 Trash removal 183rd Street & 12th Avenue o 1x Grass cut & detailed grounds Vista Verde Park o 25 Janitorial visits to clean up park site o 2x Cleaned debris
o 2x Herbicide o 25 Trash removal All park irrigation systems checked and repaired Removed debris from all parks TRADES A.J. King Park o 8/16 Delivered 50 barricades to park o 8/16
Cleaned the a/c room air handler o 8/18 Removed swings o 9/1 Removed two old desk and bent tether pole from park Bennett M. Lifter o 8/20 Put up basketball goal and rim o 8/20 Replaced
the bathroom light o 8/25 Repaired the bathroom lights o 8/25 Repaired the basketball goal o 8/26 Repaired the back door Page 549 of 565
52 Betty T. Ferguson Recreation Complex o 8/24 Installed the goal posts Brentwood Park and Pool o 8/24 Installed the goal posts o 9/1 Placed assembled barricades on parks Buccaneer Park
ο 8/19 Repaired the garbage can in front of the building ο 8/19 Installed a hand towel dispenser ο 8/20 Repaired the air conditioner Bunche Park o 8/24 Installed the goal posts o 9/1
Placed assembled barricades on parks Cloverleaf o 8/17 Replaced two lights Inspection Station o 8/30 Repaired the garbage container Miami Carol City Park o 8/17 Replaced the soap and
paper towel dispenser in the girls restroom o 8/19 Set storage room timer o 8/24 Installed the goal posts o 8/25 Checked, greased and opened the emergency gate o 9/1 Placed assembled
barricades on parks Myrtle Grove Park ο 8/24 Installed the goal posts ο 9/1 Placed assembled barricades on parks Norwood Park & Pool o 8/18 Installed the old goal post o 8/19 Replaced
the swing o 8/21 Repaired a crack in the tennis court o 8/21 Repaired the building opening with plywood plywood o 8/24 Installed the goal posts o 9/1 Placed assembled barricades on parks
Scott Teen Building o 8/21 Performed maintenance check on the refrigerator (inoperable) Scott Park ο 8/18 Replaced the toddler swing ο 8/20 Repaired the light in the football equipment
room ο 8/22 Replaced the soap dispenser and light bulb in the boys restroom Page 550 of 565
53 ο 8/24 Installed the goal posts Meetings 8/17: Future City Hall Architects 8/19: Health Department prevention grant opportunities 8/19: Management Team 8/26: Capital Improvements
8/26: Senior Programming 8/27: Management Team 9/8: City Council 9/8: Capital Improvements 9/8: Betty T. Ferguson Walk-thru 9/8: Management Team 9/13: A. J. King playground construction
9/13: ActiveNet integration with Finance 9/14: Future City Hall Architects Current Projects Park Audits: Director has continued park audits to determine efficiency and areas of improvement.
Betty T. Ferguson Recreational Complex: The Community Center Manager continues to work on gathering all FF&E items, develop the Policy & Procedures Manual for the center as well as
the Standard Operating Procedures and programming that will be set at the center. The complex has been open for a “Sneak Peek” for employees and their families, as well as City boards,
committees, and homeowner associations. The Grand Opening will be held on Saturday, September 25th. Norwood Pool renovation: The Aquatic Facilities Manager has worked closely with
Capital Improvements to insure the project is completed. Miami Carol City Park Sports Lighting: The installation of new “green” energy efficient lighting for the baseball and football
fields is complete. A. J. King Park: Installation of new playground equipment has been completed. Once safety surfacing is installed, it will be ready to utilize. Director was instilled
as the Vice President of Professional Development for the Florida Recreation and Parks Association. Summer Days in the Gardens: The children are engaged in various activities such as
field trips, arts & crafts, creative indoor and outdoor activities, chess, swimming, etc. In addition, certified teachers improve their reading, math and science skills. Page 551 of
565
54 • Bennett M. Lifter Park: forty (40) participants • Brentwood Park: forty (40) participants • Myrtle Grove Park: sixty (60) participants • Rolling Oaks Park: eighty (80) participants
• A.J. King Park: thirty-five (35) participants • Buccaneer Park: forty-eight (48) participants • Miami Carol City Park: fifty-three (53) participants • Vista Verde Park: twenty-three
(23) participants • Norwood Park: sixty (60) participants • Scott Park: sixty (60) participants Teens Summer Program • Expanding Horizons summer camp is located at Scott Park with lunch
included. Camp includes weekly field trips, swimming, special guest and arts & crafts, creative indoor and outdoor activities, chess, etc. In addition certified teachers improve their
reading, math, and science skills. During the first two weeks of camp there were 50-55 participants in attendance. Expanding Horizons summer camp program has been running smoothly. The
teens have really been enjoying the field trips and special gust. We have been doing education and fun trips one of our biggest most enjoyable trips was to Key Biscayne Crandon Park
where we had naturalist come and visit with the teens. They showed them all different types of sea animals that could be found in the sea grass. After they left staff took kids to the
ocean to search for animals in the sea grass. We will end the summer with a trip to Orlando’s Islands of Adventure on August 12, 2010 and Embrace girl power trip for the young ladies
that are participating in the program. • Community service: Expanding Horizons offers teens a chance to do community service each Thursday we take the teen to one of our local City gardens
or another service site to do clean ups and learn the impotent’s of giving back to your community. We have finished all planned services project this summer. The teens did such a good
job! The Youth Violence Prevention Coalition sponsored a pizza party for us. A.J. King Park • There
is line dancing taking place on Wednesday, Thursday and Friday nights from 6:30pm until 8:00pm. Buccaneer Park • Youth tennis lessons are given on Saturdays from 9:00am-10:30am. • Adult
tennis program runs Monday and Thursday evenings from 6:30pm-7:30pm • There is line dancing offered on Saturdays from 8:30a.m.-12:00noon for adults of various ages. Bunche Park • The
Parks & Recreation Department is offering free lunch and snacks to the public during the times of 11:30am – 1:00pm for lunch and 3:30pm – 4:30pm for snacks. Page 552 of 565
55 Cloverleaf Park Line dance class is being held on Monday, Thursday, and Fridays. Miami Carol City Park • Walkers exercise around the park starting at 6:00a.m. • Recurring church
rentals on Sundays in addition to Cricket being played on the field. Scott Park Scott Park has daily walkers in the morning and evenings Monday thru Friday. Vista Verde Park • Summer
Meals are offered to the public from 11:30-1:00pm • The teens are provided workshops once a week pertaining to life skills, peer pressures, violence, etc. Also, the teens have an opportunity
to join Vista’s book club. Recreation Highlights o We have added Nutrition workshops to the Summer Camp program. The workshops are hosts by the Nutrition Education Programs with the
University of Florida. Children are learning about the different food groups, good nutrition versus bad nutrition and identifying food that affect bodily organs. o The Children’s Trust
has lifted the Performance Improvement Plan for the Expanding Horizons teen program based on the the annual review of the program. Athletics • City of Miami Gardens Youth Sports: The
inaugural football and cheerleading season began on June 28th at five (5) parks: Park Team Football Registrations Cheer Registrations Brentwood Miami Gardens Rams 250 38 Bunche Miami
Gardens Cowboys 242 70 Miami Carol City Miami Gardens Ravens 313 152 N. Dade Optimist Miami Gardens Bulldogs 245 123 Scott Miami Gardens Vikings 254 152 Total 1304 535 • Tennis: We currently
have 17 participants attending the youth tennis program on Saturdays. In addition, there are currently 10 participants enrolled in our adult tennis program. The program runs Monday and
Thursday evenings from 6:30pm-7:30pm at Buccaneer Park. • Walking Club: The Walking Club currently has 55 members registered and we are meeting monthly. The group is split between AM
and PM walkers. Page 553 of 565
56 JANITORIAL AND LANDSCAPING A J King Park o 26 Janitorial visits to clean up park site o 1x Grass cut & detailed grounds o 1x Premises blown o 1x Spray grounds o 1x Spread fire ant
bait o 26 Trash removal Andover Park o 40 Janitorial visits to clean up park site o 2x Grass cut & detailed grounds o 1x Pruned branches o 1x Herbicide o 2x Premises blown o 40 Trash
removal Bennett M. Lifter Park o 40 Janitorial visits to clean up park site o 1x Grass cut & detailed grounds o 1x Premises blown o 40 Trash removal Betty T. Ferguson Recreational Complex
o 25 Janitorial visit to clean up site o 9x Grass cut & detailed grounds o 4x Premises blown o 1x Pull weeds (football field) o Raked grass (9) bags o 1x Detailed all grounds o 1x Cleaned
flower beds o 1x Cut trees o Delivered equipment o 25 Trash removal Brentwood Park & Pool o 25 (park) & 25 (pool) Janitorial visits to clean up park site o 1x Grass cut & detailed grounds
(park) & 1x Grass cut & detailed grounds (pool) o 1x Premises blown (pool) & 1x Premises blown (park) o 1x Trim trees o 1x Trimmed hedges (pool) o 1x Pick stick (park) & 1x Pick stick
(pool) o 25 (park) & 25 (pool) Trash removal Buccaneer Park o 25 Janitorial visits to clean up park site Page 554 of 565
57 o 1x Premises blown o 1x Pick stick park o 25 Trash removal Bunche House o 26 Janitorial visits to clean up park site o 1x Grass cut & detailed grounds o 26 Trash removal Bunche Park
& Pool o 26 (park) & 26 (pool) janitorial visits to clean up sites o 1x Grass cut & detailed grounds (pool) & 5x Grass cut (park) o 1x Trim hedges (pool) o 1x Pruned vines (canal fence
line) o 1x Fumigate (park) o 1x Fertilize field (park) o 1x Herbicide (park) 0x Herbicide (pool) o 26 (park) & 26 (pool) trash removal Cloverleaf Park o 40 Janitorial visits to clean
up park site o 2x Grass cut & detailed grounds o 1x Trimmed hedges & light pruning o 2x Premises blown o 40 Trash removal Maintenance Compound ο 2x Detailed ground Miami Carol City Park
o 25 Janitorial visits to clean up park site o 4x Grass cut & detailed grounds o 1x Pruned branches o 1x Premises blown o 1x Spread ant bait o 1x Herbicide (softball field) o 1x Pick
stick park o 25 Trash removal Mt. Herman Church o 26 Janitorial visits to clean up park site o 26 Trash removal Myrtle Grove Park & Pool o 26 Janitorial visits to clean up park site
o 2x Grass cut & detailed grounds (park) o 1x Tree trimming o 26 Trash removal Page 555 of 565
58 North Dade Optimist Park o 40 Janitorial visits to clean up park site o 1x Grass cut & detailed grounds o 1x Cut football field o 40 Trash removal Norwood Park and Pool o 40 (park)
& 40 (pool) Janitorial visits to clean up sites o 1x Grass cut & detailed grounds (park) o 1x Cut baseball field o 1x Premises blown o 40 (park) & 40 (pool) Trash removal Parkway Middle
School o 1x Grass cut & detailed grounds Rolling Oaks Park o 40 Janitorial visits to clean up park site o 4x Grass cut & detailed grounds o 2x Premises blown o 1x Cleaned tree debris
o 40 Trash removal Scott Park o 26 Janitorial visits to clean up park site o 3x Grass cut & detailed grounds o 1x Pruned branches (basketball area) o 1x Herbicide o 26 Trash removal
183rd Street & 12th Avenue o 2x Grass cut & detailed grounds Vista Verde Park o 25 Janitorial visits to clean up park site o 1x Grass cut & detailed grounds o 2x Premises blown o 25
Trash removal All park irrigation systems checked and repaired TRADES A.J. King Park o 7/7 Repaired the the overflowing urinal in the boys restroom o 7/14 Fence knocked down, repaired
about 40 ft o 7/14 Repaired front door closure Page 556 of 565
59 o 7/18 Replaced 2 soap dispensers, o 7/18 Repaired toilet seat o 7/18 Placed the weather strip on the a/c door Andover Park o 8/4 Repaired water fountain Bennett M. Lifter o 7/13
Cleaned park o 7/16 Painted basketball goals o 7/16 Repaired picnic tables o 7/22 Closed outside vents to prevent bird entry o 7/24 Changed air filter Betty T. Ferguson Recreation Complex
o 8/4 Assembled carts o 8/4 Unpacked all tables & placed in storage rooms Brentwood Park and Pool o 7/11 Playground seat removed (pool) o 7/11 Wood fence fixed (west side pool) o 7/23
Replaced metal doors with wood (chlorine eating metal-pool) o 8/4 Installed car stops (park) o 8/4 fixed pool ladder copping 8 ft 4 inches Buccaneer Park ο 7/16 Replaced the emergency
exit lights ο 7/16 Repaired the outside lights ο 7/23 Fixed the exit lights ο 7/24 Changed air filter ο 8/4 Paint the front of the building ο 8/6 Supplies received Bunche Park o 7/8
Replaced broken sprinkler heads o 7/15 Repaired sink o 7/24 Changed air filters o 7/30 Graffiti removed and two pieces replaced on the playground ladder o 7/30 Painted the benches in
the breezeway Cloverleaf o 7/13 Clean park o 7/21 Ran irrigation o 7/21 Relocated sprinkler heads Compound o 7/19 Repaired the ice maker o 7/19 Repaired the water fountain Page 557 of
565
60 Inspection Station o 8/3 Repaired the welding machine o 8/3 Replaced the parking lot security bulbs o 8/3 Replaced tool cat hose o 8/3 Cleaned and sprayed the rear of the building
Miami Carol City Park o 7/10 Repaired urinal o 7/10 Marked the box near the pavilion with yellow paint o 7/16 Painted the basketball goals o 7/16 Repaired the playground swing o 7/16
Repaired the baseball dragger o 7/16 Repaired the wooden fence o 7/22 Repaired a main line break o 8/6 Supplies received Mount Herman o 8/4 Remove car stops Myrtle Grove Park & Pool
ο 7/7 Placed signs on the park & pool ο 7/9 Three windows boarded up ο 7/9 A/C units cleaned out and reset ο 7/9 Signs on tennis court bolted ο 7/9 Repaired leaking urinal ο 7/9 Replaced
outside lights ο 8/5 Installed two paper towel holders Norwood Park & Pool o 7/13 Cleaned park o 7/8 Replaced the drywall around the building with plywood (park) Police Department o
8/2 Stucco column Rolling Oaks ο 7/11 Installed the lattice under the trailer ο 7/11 Gate welded ο 7/13 Cleaned park ο 7/25 Repaired emergency exit lights ο 7/25 Repaired soccer goal
ο 7/28 Installed walk way lights ο 7/28 Repaired security lights ο 7/29 Re-patched the asphalt on the walkway ο 7/29 Repaired the light and sink in the trailer Page 558 of 565
61 Scott Park ο 7/15 Painted basketball goal ο 7/15 Repaired the wooden fence ο 7/21 Replaced sprinkler heads ο 7/21 Took ice maker from Mt. Herman to Scott ο 7/21 Repaired toilet seat
ο 7/21 Replaced swing ο 7/24 Changed air filters (teen building & Scott) ο 7/24 Cleaned teen building ο 8/6 Relocated five man slay to Parkway Middle Current Projects Park Audits:
Director has continued park audits to determine efficiency and areas of improvement. Betty T. Ferguson Recreational Complex: The Community Center Manager continues to work on gathering
all FF&E items, develop the Policy & Procedures Manual for the center as well as the Standard Operating Procedures and programming that will be set at the center. The center will open
on September 25th and will include the 1st Annual Recreation & Wellness Expo. Miami Carol City Park Sports Lighting: The project is completed with new energy efficient lighting for
both the football and baseball fields. A. J. King Park: The park will receive a new playground as part of the Safe Neighborhood Parks grant. Demolition of the existing playground has
begun and the playground is anticipated to be complete by the end of October. The Betty T. Ferguson Recreational Complex was selected to be featured in an edition of the Florida Recreation
and Parks Association’s Facility Showcase. GRANTS The following are grants that we are awaiting determination of award: 1. Kabooms – The grant furnishes a new playground (amount to be
determined), with the stipulation that the City contributes $7500 and utilizes volunteers to facilitate a “community build playground”. 2. Mentoring Enhancement Grant with Youth Violence
Prevention Coalition -$346,859.00 3. The Children’s Trust: Lights on After-School Mini-Grant -These mini-grants help after-school programs offset event costs and related expenses to
the annual Lights on After-School program held at recreation centers 4. The Children’s Trust: Prevention grant for the Expanding Horizons teen program in the amount of $75,000-approved
and awaiting contract. 5. Snack and Lunch reimbursement program: Approved for reimbursement of $.68 per snack and $2.94 per lunch given to after-school and summer camp program participants.
Page 559 of 565
62 PLANNING & ZONING (Jay Marder, Director) PLANNING – Jay Marder, Bhairvi Pandya • School Interlocal Agreement (ILA) Amendment – School Board representative gave a presentation at the
September 7th City Council Zoning meeting and provided clarification on ILA Amendment issues. Staff to bring staff report and item to City Council after October 30th non-optional amendment
related correspondence is received from the School Board. • Annual Capital Improvements Schedule (CIS) Update-Coordinating with City Manager’s office and Finance Department for budgetary
and 5-year horizon figures and necessary updates to the Capital Improvements Element Goals, Objectives and Policies and Data, Inventory and Analysis. Per State Statute, CIS update to
be adopted and transmitted to Department of Community Affairs before December 1, 2010. • 2010 Senate Committee On Community Affairs Survey, Costs Of Local Government Plan Updates – At
the City Manager’s Request, filled out the questionnaire and submitted it. LAND DEVELOPMENT REGULATIONS -Cyril Saiphoo, Jay Marder, Bhairvi Pandya, Nixon Lebrun, Marilu Gunness • October
6 Workshop Planned – Subsequent to discussion and agreement at the July 7 Zoning Meeting, a follow-up public workshop with interested parties as well as the general public is scheduled
for October 6, the Council’s regular Zoning Meeting date. o The main topic will be the landscape requirements, especially as the knee-wall requirements are applied to existing development
which is required to be in compliance, to the maximum extent feasible, in five years. A powerpoint presentation is being prepared for that purpose. • Commercial Vehicle Parking SOP and
PR Program o Revised the draft joint Standard Operating Procedure for the Planning and Zoning and Building and Code Compliance Departments; reviewed same with ACM’s and department directors/managers.
o Commercial Vehicle Parking Permits will be printed by a professional printer. A city-wide mailing is being prepared to inform residents and businesses in October that: • 1 – Residents
can park small commercial vehicles at their place of residence, subject to LDR requirements; and, • 2 – Industrial properties can be utilized to provide for overnight truck parking,
again, subject to LDR/Zoning Code requirements. • Landscape SOP o Revised the draft joint Standard Operating Procedure for Planning and Zoning and Building and Code Compliance Departments
with ACM’s and departments; Deferred implementation until LDR/Zoning Code amendments clarifying knee-wall requirements are completed, which is anticipated by end of 2010. • Alcoholic
Beverage Sales Hours – Reviewed timeframe requirements previously drafted with DCM, ACM, Attorney and Code Compliance; Planning and Zoning will Page 560 of 565
63 redraft the requirements and provide to the City Attorney for adoption as an ordinance separate from the Zoning Code. • Signage SOP – Completed and agreed upon joint Standard Operating
Procedures for Planning and Zoning and Building and Code Compliance Departments. • SOPs and Customer Information Materials–Bhairvi Pandya • Completed draft SOPs and Customer Information
Flowcharts on the following: 1. Address Assignment (AA) 2. Administrative Variances (AV) 3. Certificate of Non-Conformity (NC) 4. Commercial Vehicle Parking 5. Development Review Committee
Process (DRC) 6. Final Plat (FP) 7. Group Homes (GH) 8. Landscape Plan Approval (LS) 9. Public Hearing Process (PH) 10. Right-of-Way Dedication ( 11. Sign Plan Approval 12. Site Plan
Review 13. Special Action Request 14. Substantial Compliance/Administrative Modification 15. Temporary Sign Permit 16. Tentative Plat 17. Tree Removal/Relocation 18. Vested Rights 19.
Waiver of Plat 20. Window Sign Permit 21. Zoning Verification Letter (VL) 22. Zoning Improvement Permit • Color-coded customer informational brochures completed on all 13 Zoning Districts
and their general requirements and a special brochure for Townhomes also included. • Special criteria brochures completed for the following: 1. Utility Sheds 2. Swimming Pools and Spas
3. Screen Enclosures 4. Dumpster Enclosures 5. Generators 6. Fences, Walls and Hedges 7. Knee Wall 8. Awnings and Canopies 9. Commercial Vehicle Parking for Residential properties 10.
Commercial Vehicle Parking for Industrial properties 11. Carport Setbacks • Created Departmental Services and Timeframes chart in color • Created Departmental Services large scale board
• Procedure Manual – The Department is compiling a comprehensive departmental procedure manual that will include the above materials, summarized below: Page 561 of 565
64 o Inhouse SOP’s for all processes and applications o Revised and New Standardized Applications o Inhouse and Customer Flow Charts o Eden process outline for each application type
o Summary Brochures and Flyers o Fees o Second draft to be completed by September 17 • Fees – Several revisions were made and provided to the City Manager ZONING – Jay Marder, Cyril
Saiphoo, Nixon Lebrun, Marilu Gunness, Jacquelyn Gardner • Public Hearings o Prepare 2nd reading Council Memo and recommendation for Florida Memorial University rezoning application
for the Sept. 1, 2010 meeting. Review Declaration of Restrictive Covenant submitted by FMU. o Prepare 1st reading Council Memo and recommendation for Mishkan T’Hillah Worship Center
rezoning application for a place of assembly. o Pre-application meeting with Prince of Peace Moravian Church rezoning application for expansion plans. o Pre-application meeting with
American Tower for special exception to allow a 150’ replacement tower. o Pre-application meeting for submittal for special exception use to allow a pawn shop. • Plats o Prepare ROW
vacation Council Memo and recommendation for approval as condition of Tentative Plat approval. o Revise letter for UAIC Final Plat approval as required by Miami-Dade County. o Follow-up
on tentative plat submittal for Florida Memorial University. o Review Waiver of Plat for Habitat for Humanity and meeting to dicuss lot configurations. • Vested Rights Determination
o Review submittal for Vested Rights Determination for Home Depot site • Building/Code Compliance o Reviewed 74 Building Permits o Reviewed 50 Certificates of Use o Conducted 15 Zoning
(Building) Inspections • Sign Code Permits o 3 sign plans processed. o 5 Temporary sign permit processed. • Zoning Verification Letters o 1 processed. • Group Homes o Processed 8 group
home distance verification letters. o Reviewed new Florida Statute related to group home distance requirements; legislation permits up to three (3) homes for developmentally disabled
to be located within 1,000 feet of each other, however, the homes must be located on a single, planned sdevelopment; verified legislative intent with Department of Children and Families,
Miami Office, Page 562 of 565
65 EDEN – Marilu Gunness, Bhairvi Pandya, Jacqueline Gardner • Permit Setup -Modified existing and setup the NEW permit types, routing queues, fees; Created NEW and modified existing
p & z applications; Created NEW and modified existing p & z fees • Parcel Refresh -Starting August 2010-Planning and Zoning, Building and City Manager’s office staff following up on
editing of folio addresses in EDEN. So far 2,460 addresses have been edited by staff. • Permit Types and Permit Fees Training -Verified all permits, permit types, permit fees/formulas
(for new permits) and routing queues for all existing and new P&Z permits. Finalized permit types and routing queues. • Crystal Report Classes, Level 1 (Jay) • Laserfiche class at IT
– (Jay) GIS – Bhairvi Pandya • City Council Map – Created and updated new City Council map. Coordinated with IT and placed map on City website. • City Parcels Map -Created a new Citywide
Parcels map. Track-It sent for map to be placed on City website. • Group Home Maps -Completed 8 group home maps with a 1,000 ft. radius. • Website updates – Ongoing-Continuous communication
and meetings with IT to address departmental updates on website. • GIS Day 2010-Coordinating annual GIS Day event with Miami-Dade Public Schools. GIS Day event this year is on November
17, 2010. Miami Gardens is the only municipality to coordinate this event with School Board. Mayor to forward a statement for release to all public schools. Suggested format – an online
workshop with an online video preview. A PowerPoint to be posted on School and websites. SUNSHINE STATE INTERNATIONAL PARK REVITALIZATION November 17 Meeting Set – Meeting with owners
and businesses to include a presentation (Jay): o Draft Entertainment Zoning District Concept on NW 13th Avenue o Discussion of Parking Issues and Potential Solutions o Drainage Issues
HISTORIC PRESERVATION – Reviewed National Endowment for the Humanities grant feasibility; the City’s existing effort is not yet developed enough to provide for a competitive application;
new year’s grant cycle is more realistic. Jay CHOICE NEIGHBORHOOD PROGRAM – Reviewing feasibility of applying for a planning type grant related to severely distressed subsidized housing
projects and adjacent neighborhoods. Jay EMPLOYEE TASK LIST – Each employee has prepared an individual task list to keep track of their responsibilities, tasks and due dates. There are
subject to review by all. UNIVERSITY OF FLORIDA POPULATION ESTIMATES – Reviewed 2010 estimate and updated population estimate table; provided to directors. Jay Page 563 of 565
66 CITY HALL PLANNING – In addition to attending the meeting or directors, initiated and held a meeting with URS and city staff relative the required parking analysis to comply with
LEEDS requirements and insure adequate parking. In addition to straight zoning requirement calculations of parking needs based on office space and public assembly capacity, an analysis
of each departmental needs will verify actual needs versus zoning code requirements. Jay and Cyril OFFICE RELOCATION – Switched locations with Community Development Department VACANT
RIGHT-OF-WAY AND PLATTING RESEARCH – Met with Community Development and Public Works to discuss platting law relative several unopened rights-of-way in the city that could potentially
provide home-sites if they could be replatted. Jay ROLLING OAKS PARK CONDEMNATION -Jay 1. Prepared and revised interrogatories 2. Participated and gave testimony in court hearing 3.
Helped draft revised ordinance for condemnation 4. Prepared maps and aerials for exhibits THIRD ANNUAL BUSINESS FAIR – Manned table with zoning materials. Jay, Bhairvi, Marilu. SEXUAL
HARASSMENT TRAINING – Jay attended. MONTHLY MIAMI-DADE PLANNERS TECHNICAL COMMITTEE (PTC) MEETING -Bhairvi $1M TRANSPORTATION ENHANCEMENT FUNDING APPROVED -The Pedestrian Safety and
Trail Enhancement proposal submitted earlier this year is recommended to be funded in FY 2015/2016 for the $1M requested! It was approved by the Transportation Planning Council (staff
committee) on September 7. Then it will go to the full Metropolitan Planning Organization which includes Mayor Gibson. The is the second such approval submitted and successfully obtained
by the Planning and Zoning Department. Our first $1M Enhancement funding for School Safety, approved almost five years ago, is now being utilized to build a new pedestrian sidewalk/bridge.
Thanks go to Bhairvi Pandya, Senior Planner/GIS for putting together this winning application and to Vernita Nelson, Assistant City Manager, Osdel Fernandez-Larrea, Assistant Public
Works Director, Tom Ruiz, Public Works Director and Brandon DeCaro, Capital Projects Director for their input and ideas! In addition to providing for more sidewalk construction and rehabilitation
in our neighborhoods, the funding provides for the paving and lighting planned for the Rolling Oaks Park Walking/Jogging Trail. SOUTH FLORIDA GIS EXPO CONFERENCE on September 9 and 10,
2010. Bhairvi Pandya attended, Participation in the conference counted towards maintaining GIS Professional (GISP) certification. Page 564 of 565
67 Page 565 of 565