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HomeMy WebLinkAboutR-90-0573WITH ATTACHM NTS, A RESOLUTION,SOP THE CITY COMMISSION OF THE CITY 03P 1trult FLORIDA AUTHORIZING TER SUBSTITUTION OF A 128ERV2 ACCOUNT SURETY BOND FOR CASH ON DEPOSIT IN = RESERVE ACCOUNT 82CVRING THE CITY IS OUTSTANDING SPECIAL REVENUE REFUNDING BONDS, SERIES 1907, AND DIRECTING THE TRUSTEE FOR THE BONDS TO ACCEPT SUCH SURETY BOND$ APPROVING THE PORK, EXECUTION AND DELIVERY OF A SUPPLE- MENTAL TRUST INDENTURE; APPROVING THE FORM, EXECUTION AND DELIVERY OF A FINANCIAL GUARANTY AGREEMENT; DIRECT- ING THE APPLICATION OF THE CASH RELEASED AS A RESULT OF SUCH SUBSTITUTION; AUTHORISING FURTHER OFFICIAL ACTIONS TO EFFECT SUCH SUBSTITUTION; AUTHORISING THE APPOINTMENT AND PAYMENT OF SPECIAL COUNSEL TO THE CITY; PROVIDING SEVERABILITY; AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, The City of Miami, Florida (the "City"), pursuant to the Constitution and other laws of the State of Florida, including Chapter 166, Florida Statutes, the Charter of the City (Chapter 10847, Special Laws of Florida, 1925, as amended), and Ordinance No. 10258 enacted by the'Commission of the City (the "City Commission") on April 30, 1987, has heretofore issued its Special Revenue Refunding Bonds, Series 1987, in the aggregate original principal amount of $65,271,325.05 (the "Series 1987 Bonds") secured under a Trust Indenture dated as of February 1, 1988 (the "Original Indenture") from the City to Florida National Bank, as trustee, and accompanied by an approving legal opinion from Greenberg, Traurig, Hoffman, Lipoff, Rosen & Quentel, P.A., as bond counsel to the City; and WHEREAS, pursuant to Section 508(c) of the Indenture, the City intends to deposit to the credit of the Reserve Account (the "Reserve Account") established under the Original Indenture a reserve account surety bond meeting the requirements of said Section 508(c) in an amount equal to the Debt Service Reserve Requirement (as defined in the Original Indenture) for the Series 1987 Bonds in substitution for the cash on deposit therein, which cash, to the extent not otherwise required to satisfy the funding requirements of the Indenture (as hereinafter defined), will be deposited to the credit of the General Fund of the City to be applied to any lawful purpose of the City; and WHEREAS, Municipal Bond Investors Assurance Corporation ("MBIA") has agreed to issue said reserve account surety bond (the "Surety Bond") in an amount equal to the Debt Service Reserve Requirement for the Series 1987 Bonds, subject to certain condi- tions set forth in MBIA's Revised Commitment to Issue a Debt Ser- vice Reserve Surety Bond dated July 19 , 1990 (the "Commitment"); and WHEREAS, the City desires to enter into a supplemental trust indenture with First Union National Bank of Florida (successor to Florida National Bank), as trustee (the "Trustee"), supplementing and amending the Original Indenture for the purpose of complying with said conditions of MBIA and to take certain other actions to facilitate the issuance of the Surety Bond; NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSION OF THE CITY OF MIAMI, FLORIDA: ATTACHMENTS CONTAINED =Y COMM MON MF1'ING OF JUL 2U 19W 0- 57 W, 0 Section by authorises the substitution of the surety Bond for dash on deposit in the Reserve Account in an amount equal to the Debt Ser- vice Reserve Requirement for the Series 1987 Bonds, and the Trustee is hereby directed to accept the surety Bond and to deposit the Surety bond to the credit of the Reserve Account. Section 2. Supplemental Trust Indenture Agproval. The City Commission hereby approves the First Supplemental Trust Indenture (the "Supplemental Indenture") supplementing and amending the Original Indenture to be entered into by and between the City and the Trustee, in substantially the form thereof attached hereto as Exhibit A. The Mayor or Vice Mayor, and the city Attorney as to the form of the Supplemental Indenture, are hereby authorized, empowered and directed, in the name and on behalf of the City, to execute and deliver the Supplemental Indenture, with such changes, additions and deletions as may be approved by the Mayor or Vice Mayor, the execution of the Supplemental Indenture by the Mayor or Vice Mayor and as to form by the City Attorney to be conclusive evidence of the approval of any such changes, additions and deletions. The Original Indenture, as amended and supplemented by the Supplemental Indenture, is referred to hereinafter as the "Indenture". Section 3. Financial Guaranty Agreement Approved. The City Commission hereby approves the Financial Guaranty Agreement (the "Financial Guaranty Agreement") to be entered into by and between the City and MBIA in connection with the issuance of the Surety Bond, in substantially the form thereof attached hereto as Exhibit B. The Mayor or Vice Mayor is hereby authorized, empowered and directed, in the name and on behalf of the City, to execute and deliver the Agreement, with such changes, additions and deletions as may be approved by the Mayor or Vice Mayor, the execution of the Financial Guaranty Agreement by the Mayor or Vice Mayor and as to form by the City Attorney to be conclusive evidence of the appro- val of any such changes, additions and deletions. Section 4. Application of Cash Released from R s2rye Account. Subject in all events to the terms and requirements of the Indenture, the City Commission hereby directs the Trustee, upon the deposit of the Surety Bond to the credit of the Reserve Account, to transfer any cash credited to the Surplus Fund established under the Indenture as a result of the deposit of the Surety Bond to the credit of the Reserve Account to the City for deposit in the General Fund of the City to be applied to any lawful purpose of the City. Section 5. Further Official Action. The Mayor, the Vice Mayor, the City Manager, the Assistant City Managers, the Director of Finance, the City Attorney, the City Clerk and other officials and officers of the City are hereby authorized, empowered and directed to execute and deliver such other documents and take such other actions as shall be necessary and appropriate to accomplish the performance of the obligations of the City under the Commitment, the Indenture and the Financial Guaranty Agreement and the transactions contemplated thereby. Section 6. Appoip ntment of special Counsel. The City Commission hereby approves the appointment of Greenberg, Traurig, Hoffman, Lipoff, Rosen & Quentel, P.A., as special counsel to the - 2 - 90 - 573 ;Wxpr City with respect to the issuance of the Surety Bond and approve* the payment of the legal fees Of such firm in an amount not- to **4644 $10t0000 plus costs and expenses. Section 7. inegagistant, -Resolutions. All resolutions and parts thereof Uhich are inconsistent vith any of the provisions at this resolution are hereby declared to be inapplicable to the profm vision& of this resolution,, Section a. Effect -of PartialInvalidity. In case any one or more of the provisions of this resolution shall for any reason be hold to be illegal or invalid, such illegality or invalidity shall not affect any other provision of this resolution, but this resolution shall be construed and enforced as if such illegal or invalid provision had not been contained herein. Section 9. Resolution Effective. This resolution shall take effect immediately upon its adoption. PASSED AND ADOPTED this 26th day q uly, lsco--) (Official Seal) XAVIER 14,DUAREZ, Mayor ATTEST HIRAI; City Cle PREPARED AND APPROVED BY: Ass:rStAnt City Ate6rney RAFAEL 0. DIAZ APPROVED AS TO FORK AND CORRECTNESS -*-" t JORL. FERNANDEZ, C y Attorney 9 0 M. FIRST UNION NATIONAL MM 07 FLORIDA (SVccZBsOj To FLORIDA NATIONAL BANK)# As TrUstOO 11 0 :1 FART128 ,0 it2021M B no GRAMINO VROV2810118 THIS FIRST SUPPLEMENTAL TRUST INDENTURE (this "First Supple- mental Indenture"), dated as of 1, 1990, between THE CITY OF NIANI, FLORIDA (the "City"), a municipal corporation in bade County, Florida, and FIRST UNION NATIONAL BANK OF FLORIDA, a national banking association duly organized and existing under the laws of the United States of America and successor to Florida National Bank, which is authorized under such laws to exercise corporate trust powers, as Trustee (said national banking associa- tion and any banking association or bank or trust company becoming a successor trustee under this First Supplemental Indenture being herein called the "Trustee"), N.1XNAaaAXa$ WHEREAS, the City has heretofore entered into a Trust Indenture dated as of February 1, 1988 (the "Original Indenture") with the Trustee; and WHEREAS, the Original Indenture, by its terms, may be amended with the consent of Bondholders and, if applicable, the issuer of any credit facility or liquidity facility; and WHEREAS, the Original Indenture provides further that LABIA Corp. (the "Bond Insurer") shall be deemed to be the owner of all Bonds (as defined in the Original Indenture) insured by a Bond Insurance Policy (as defined in the Original Indenture) that it has issued for the purpose of such consent of Bondholders; and WHEREAS, the Bond Insurer has consented to this First Supple- mental Indenture; and WHEREAS, the City desires to enter into this First Supple- mental Indenture in order to induce the Bond Insurer to issue and deliver to the Trustee its Surety Bond (the "Surety Bond") in satisfaction of the Debt Service Reserve Requirement established under the Original Indenture; and WHEREAS, the City, the Bond Insurer and the Trustee are entering into a Financial Guaranty Agreement dated , 1990 (the "Financial Guaranty Agreement") pursuant to which the Bond Insurer will issue the Surety Bond, the City will make certain payments in respect of the Surety Bond and the Trustee will under- take certain obligations to ensure that, if necessary, the Surety Bond is drawn upon in a timely manner; and 90- 573 r.� W, V WHEREAS, under the Constitution and laws of the state and Resolution Ito. 90- adopted by the City Ccm�misaion of the City on . ;. 990 (the "Surety bond Resolution"), the City is authorised to enter into this First Supplemental Indenture and the Financial Guaranty Agreement and to do or cause to be done all the act& and things herein provided or rewired to be dome as hereinafter covenantedi and WHEREAS, all acts, conditions and things required by the Constitution and laws of the State, the Surety Bond Resolution and the Original Indenture to happen, exist and be performed precedent to and in the execution and delivery of this First Supplemental Indenture have happened, exist and have been performed as so required in order to make this First Supplemental Indenture valid and binding for the security of the Bonds in accordance with their respective terms; and WHEREAS, the Trustee has accepted the trusts created by this First Supplemental Indenture and in evidence thereof has joined in the execution hereof; NOW, THEREFORE, THIS FIRST SUPPLEMENTAL INDENTURE WITNESSETHs That the City, organized and existing under the Constitution and the laws of the State, in consideration of the premises and of the acceptance by the Trustee of the trusts hereby created, and also for and in consideration of the sum of Ten Dollars ($10.00) in lawful money of the United States of America to it duly paid by the Trustee at or before the execution and delivery of this Trust Indenture and for other good and valuable consideration the receipt of which is hereby acknowledged, and for the purpose of fixing and declaring certain of the terms and conditions upon which the Bonds are to be secured and accepted by all persons who shall from time to time be or become owners thereof, and in order to secure the payment of all the Bonds at any time issued and Outstanding (as defined in the Original Indenture) under the Original Indenture, as amended and supplemented by this First Supplemental Indenture, and the redemption premium, if any, and interest thereon according to their tenor, purport and effect, and in order to secure the performance and observance of all the covenants, agreements and conditions, express or implied, therein and herein contained, the City has executed and delivered this First Supplemental Trust Indenture and by this First Supplemental Trust Indenture confirms that it has given, granted, released, assigned, pledged and set over unto the Trustee in trust, a lien on and pledge of the Trust Estate (as defined in the original Indenture). TO HAVE AND TO HOLD all the same with appurtenances hereby conveyed and assigned, or so to be, to the Trustee and its successor or and to them and their assigns forever. 2 r all privileges and agreed or intended successors in trust 90- 573 IN TRUST NMTIiS MSS , upon the terms in the Original Indenture and herein sot forth, for the equal and proportionate benefit, security and protection of all and singular the present and future owners of the Bonds issued or to be issued under and secured the original Indenture, as amended and supplemented by this First Supplemental Indenture, without preference, priority or distinction as to lien or otherwise, except as may otherwise be provided in the original Indenture, as amended and supplemented by this First Supplemental indenture, of any one Bond over any other Bond by reason of priority in their issue, sale or otherwise, all as in the Original Indenture, as amended and supplemented by this First Supplemental Indenture, provided; Provided,. however, that if the City, its successors or assigns, shall well and truly pay, or cause to be paid, or provide for the payment of, pursuant to the provisions of the Original Indenture, as amended and supplemented by this First Supplemental Indenture, the principal of the Bonds and the interest and any redemption premium due or to become due thereon, at the times and in the manner mentioned in the Bonds and in the Original Indenture, as amended and supplemented by this First Supplemental Indenture, according to the true intent and meaning thereof, and shall cause the payments to be made into the Sinking Fund (hereinafter mentioned) as required under the Original Indenture, as amended and supplemented by this First Supplemental Indenture, and shall well and truly keep, perform and observe all the covenants and agreements as provided in and pursuant to the terms of the Original Indenture, as amended and supplemented by this First Supplemental Indenture, to be kept, performed and observed by it, and shall pay or cause to be paid to the Trustee all sums of money due or to become due to it in accordance with the terms and provisions of the Original Indenture, as amended and supplemented by this First Supplemental Indenture, then, except as otherwise set forth in the Original Indenture, as amended and supplemented by this First Supplemental Indenture, including, inter alia, with respect to the obligations of the City to rebate certain moneys to the United States of America, upon such performance and payments the Original Indenture, as amended and supplemented by this First Supplemental Indenture, and the rights hereby granted shall cease, determine and to be void; otherwise the Original Indenture, as amended and supplemented by this First Supplemental Indenture, to be and remain in full force and effect. THIS FIRST SUPPLEMENTAL INDENTURE FURTHER WITNESSETH and it is expressly declared that all Bonds issued and secured under the Original Indenture, as amended and supplemented by this First _= Supplemental Indenture, are to be issued, authenticated and delivered and all said property hereby given, granted, released, assigned, pledged and set over is to be dealt with and disposed of under, upon and subject to the terms, conditions, stipulations, covenants, agreements, trusts, uses and purposes as in the Original Indenture and as hereinafter expressed, and the City has agreed and - 3 - 90- 5'73 0 covenanted, and does hereby agree and covenant, with the Trustee and with the respective owners, from time to time, of the Bonds as follows,. - Section One. RALLAL11M. All terms used herein that are defined in the recitals hereto are used with the same meaning herein unless the context clearly requires otherwise. All terms used herein that are defined in the original indenture are used with the sane meaning herein (including the use of such terms in the recitals hereto and the granting clauses hereof) unless (i) expressly given a different meaning herein or (ii) the context - clearly requires otherwise. Section Two. Meaning of Words and Terms. Section 101 of Article I of the Original Indenture is hereby amended by adding the following defined term: "Non -Ad Valorem Revenues" means all revenues and taxes of the City derived from any source whatever other than ad valorem taxation on real or personal property, which are legally available for deposit to the Supplemental Reserve Fund pursuant to Section 513. Section Three. Mimi Pledged public Service Taz Fund. The last paragraph of Section 504 of the Original Indenture is hereby amended to read as follows: "The City covenants that if in any month the Trustee determines that the amount of money held for the credit of the Bond Service Account, the Redemption Account, the Reserve Account, the Renewal and Replacement Fund and the Supplemental Reserve Fund is less than the amount required to satisfy the requirements of clauses (d) (1) , (d) (2) , (d) (3) , (d) (4) and (d) (5) of this Section 504, then the Trustee shall notify the Director of Finance of such deficiency and the Director of Finance shall withdraw or cause to be withdrawn from the Miami Pledged Public Service Tax Fund and deposit or cause to be deposited on or before the 26th day of such month, to the Bond Service Account, the Redemption Account, the Reserve Account, the Renewal and Replacement Fund and the Supplemental Reserve Fund, such amount of Pledged Portion of Public Service Tax Revenues as shall be sufficient, with the amounts then held for the credit of such accounts and funds, to satisfy the requirements of the provisions of clauses (d)(1). (d) (2) , (d) (3) , (d)(4) and (d)(5) of this Section 504. So long as there shall be no deficiency in the funds required to be credited pursuant to the requirements of clauses (d) (1) , (d) (2) , (d) (3) , (d) (4) and (d) (5) of this Section 504, the balance of Pledged Portion of Public Service Tax Revenues, if any, remaining to the credit of the Miami Pledged Public Service Tax Fund in each month after making the deposits described in the preceding sentence may be used by the City first to pay Current Expenses of the Convention Center -Garage and then for any other lawful purpose." - 4 - 90- 5'73 section four. Bu lW=t&1__lesetu- s#. Section S13 of the Original Indenture is hereby amended to read as follows: "Section 513. 9 1IMental_Reserye Fund. Money held for the credit of the Supplemental Reserve Fund shall be applied for the following purposes and in the following order of priority: (i) if at any time money held for the credit of the Bond Service Account shall not be sufficient to pay the interest on all of the Outstand- ing Bonds and the principal of all serial Bonds, which shall then be due and payable, or the total money held for the credit of the Redemption Account shall be less than the amount required to pay the principal of all term Bonds (including retirement thereof in accordance with Amortization Installments), which shall then be due and payable, the Trustee shall then transfer from money held for the credit of the Supplemental Reserve Fund to the credit of such Accounts an amount sufficient to make up any such deficiencyt (ii) if at any time money and/or a reserve account credit facility held for the credit of the Debt Service Reserve Account shall not be sufficient to satisfy the Debt Service Reserve Requirement, the Trustee shall then transfer from money held for the credit of the Supplemental Reserve Fund to the credit of such Account to make up any such deficiency; (iii) if at any time money held for the credit of the Revenue Fund shall not be sufficient to pay Current Expenses of the Convention Center -Garage then due and payable, the Trustee shall then transfer from money held for the credit of the Supple- mental Reserve Fund to the credit of the Revenue Fund an amount sufficient to make up any such deficiency; and (iv) if at any time money held for the credit of the Renewal and Replacement Fund shall be less than the requirement for the Renewal and Replacement Fund (including such additional amount therefor, if any, recommended by the Consultant retained for such purpose) under the provisions of Section 504, the Trustee shall then transfer from money held for the credit of the Supplemental Reserve Fund to the credit of the Renewal and Replacement Fund an amount sufficient to make up any such deficiency; provided, however, that money held for the credit of the Surplus Fund shall be applied to make up any deficiencies described in clauses (i), (ii), (iii) and (iv) before any money in the Supplemental Reserve Fund shall be disbursed for such purpose. To the extent that amounts transferred to the Supplemental Reserve Fund pursuant to Section 504 shall be insufficient to maintain the balance in the Supplemental Reserve Fund at the level at which such balance is required to be maintained pursuant to Section 504, the City shall deposit to the credit of the Supplemental Reserve Fund Non -Ad Valorem Revenues of the City that at the time of such deposit are not pledged to secure any obligation of the City and are otherwise legally available to be so deposited, in an amount so that the balance in the Supplemental Reserve Fund after such deposit shall equal the balance required to be maintained in the Supplemental Reserve Fund pursuant to Section 504. - 5 - 90- 573 section PIV66 Canaan ok ..'at fora. Ail supab plemented by this First Supplemental indenture, the original Inden- ture is in all respects ratified and confirmed, and this First Supplemental Indenture shall be read, taken and construed as part of the original Indenture so that all of the rights, remedies, terms, conditions, covenants and agreements of the original Inden- ture, as modified herein, shall apply and remain in full force and effect with respect to this First Supplemental Indenture and to the Bonds. IN WITNX88 RZZUOV, The City of Miami, Florida has caused this First Supplemental Trust Indenture to be signed and delivered in its official name by the Mayor or Vice Mayor of the City and its official seal to be hereunto affixed and to be attested by its City Clark or a Deputy City Clerk, and in evidence of its acceptance of this trust, First Union National Bank of Florida, as Trustee, has caused this First Supplemental Trust Indenture to be signed in its corporate name by its authorized officer indicated below and its corporate seal to be impressed hereon and attested by its authorized officer indicated below. THE CITY OF MIAMI, FLORIDA By: (Vice) Mayor (OFFICIAL SEAL) Attest: APPROVED AS TO FORM (Deputy) City Clerk AND CORRECTNESS By. City Attorney FIRST UNION NATIONAL BANK OF FLORIDA, as Trustee (CORPORATE SEAL) By: Vice President Attest: Authorized Officer 6 - 90- 573 rM STAT$ OF PL0RIJA � gas CO or DADIs I hereby certify that on this day before me, an officer duly authorised in the state aforesaid and in the county aforesaid to take acknowledgments, personally appeared Xavier L. Suaress and Natty Hirai, to no known to be the persons described in and who executed the foregoing instrument as Mayor and City Clarks respectively, of THE CITY OF 1KIAMI, FLORIDA, and severally acknowledged before me that they executed the same an such officers in the name and on behalf of The City of Miami, Florida. Witness my hand and official seal in the county and state last aforesaid this day of , 1990. Notary Public, My Commission Expires: State of Florida at Large [NOTARIAL SEAL] - 7 - 9 4 -r 573 STATE OF FLORIDA � Sat COUNTY OF BROWAI I hereby certify that on this day before me, an officer duly authorized in the state aforesaid and in the county aforesaid to take acknowledgments, personally appeared Trevor A. Coore and , to me known to be the persons deacribedAn and who executed the foregoing instrument as authorized office" of first Union National Bank of Florida, and severally acknowledged` before as that they executed the same as such officers in the name and on behalf of said bankinq institution. Witness my hand and official seal in the county and state last aforesaid this day of t 1990. My Commission Expires: uI1VNMMnrM @W.M t a, Notary Public, State of Florida at Large [NOTARIAL SEAL] This FINANCIAL GUARANTY ACIMEMENT (the "Agreement") is dated as of ,�,�, 1990 and is among THE CITY OF M1AMI, FLORIDA (the "Issuer"), FIRST UNION NATIONAL BANK OF FLORIDA, as Trustee (in such capacity, the "Trustee") under the Indenture (as;herein- after defined) and MUNICIPAL BOND INVESTORS ASSURANCE COMRATION (the "Insurer"). NIX NIifiBizH: WHEREAS, the Issuer issued on March 1, 1988 its Special Revenue Refunding Bonds, Series 1987, in the aggregate principal amount of $65#271,325.05 (together with any bonds issued under the Indenture hereinafter described on a parity therewith, the "Obligations") pursuant to the Trust Indenture dated as of February 11 1988, as amended and supplemented (the "Indenture") between the Issuer and First Union National Bank of Florida, successor to Florida National Bank, as trustee (the "Trustee"); and WHEREAS, pursuant to the terms of the Indenture, the Issuer has agreed to make certain payments on the Obligations; and WHEREAS, the Insurer is issuing its Surety Bond, substantially in the form set forth in Annex A to this Agreement (the "Surety Bond"),.guaranteeing certain payments by the Issuer subject. to the terms and limitations of the Surety Bond; and WHEREAS, to induce the Insurer to issue the Surety Bond, the Issuer has agreed to pay the premium for the Surety Bond, and to reimburse the Insurer for all payments made by the Insurer.under the Surety Bond, all as more fully set forth in this Agreement, and the -Trustee has agreed to undertake certain limited obligations described hereinafter; and WHEREAS, the Insurer expressly requires the delivery of this Agreement as part of the consideration for the issuance by the Insurer of the Surety Bond; and NOW, THEREFORE, in consideration of the premises and of the agreements herein contained and of the execution of .the Surety Bond, and intending. to be legally bound hereby, the Issuer, the Trustee and the Insurer agree as follows: 90- 5'73 0 0 ARTICIM I DMICTIOU I sun" BOND . section 1.01. Definitions. The terms which are capitalized herein shall have the meanings specified in the recitals hereto Or in Annex h hereto. Section 1.02. Surety -Bond. (a) The Insurer will issue on the date of this Agreement the Surety Bond in accordance with and subject to the terms and conditions of this Agreement. (b) The maximum liability of the Insurer under the Surety Bond and the coverage and term thereof shall be subject to and limited by the terms and conditions of the Surety Bond. Section 1.03. premium. In consideration of the Insurer agreeing to issue the Surety Bond hereunder, the Issuer hereby agrees to pay or cause to be paid the Premium. The Premium is not refundable for any reason. ARTICLE II REIMBURBENENT AND INDZXNIFICATION OBLIGATIONS OF IBBUER AND SECURITY THEREFOR Section 2.01. Reimbursement for Payments Under the Surety Bond and Expenses: Indemnification. n the r to f each - from at the rest of the - serve _ ction r the such to the iofied long. the 6 e the made by oucher { of the dad in e t te e o (a) The Issuer will reimburse the Insurer, withi Reimbursement Period, without demand or notice by the Insur the Issuer, the Trustee or any other person, to the extent o Surety Bond Payment with interest on each Surety Bond Paymen and including the date made to the date of the reimbursement lesser of the Reimbursement Rate or the maximum rate of in permitted by then applicable law. At the written direction City, the Trustee shall apply amounts credited to the R Account established under the Resolution pursuant to So 504(d)(3) to the satisfaction of the Issuer's obligations undo immediately preceding sentence. The Issuer shall give direction to the Trustee whenever an amount is so credited Reserve Account at a time when the Issuer has an unsat reimbursement obligation pursuant to this Section 2.01(a). s as any amount is owing to the Insurer under this Agreement Issuer shall not cancel, discharge or otherwise terminat Indenture. An itemized statement of Surety Bond Payments the Insurer, certified by an officer of the Insurer, or the v or vouchers for such payments, shall be prima facie evidence liability of the Issuer to reimburse the Insurer as provi this Section 2.01. 90- 57 M (b) The issuer also agrees to reimburse the Trustee and the insurer immediately and unconditionally upon demand, to the extent permitted by law, for all reasonable expenses incurred by the Truste* or the insurer in connection with the surety Bond and the enforcement by the Insurer of the issuer's or the Trustee's obligations under this Agreement, the indenture, and any other document executed in connection with the issuance of the Obliga- tions, together with interest on all such expenses from and including the date incurred to the date of payment at the lesser of the Reimbursement Rate or the maximum rate of interest permitted by then applicable law. (c) The Issuer agrees to indemnify the Insurer and the Trustee, to the extent permitted by law, against any and all liability, claims, loss, costs, damages, fees of attorneys and other expenses which either may sustain or incur by reason of or in consequence of (i) the failure of the Issuer to perform or com- ply with the covenants or conditions of this Agreement or (ii) reliance by the Insurer upon representations made by the Issuer or (iii) a default by the Issuer under the terms of the Indenture or any other documents executed in connection with the issuance of the Obligations. (d) All amounts owing to the Insurer pursuant to this Section 2.01 must be paid in full prior to any optional redemption or refunding of the Obligations. (e) All payments made to the Insurer under this Agree- ment shall be paid in lawful currency of the United States in immediately available funds at the Insurer's office at 113 King Street, Armonk, New York 10504, Attention: Accounting and Surveillance Departments, or at such other place as shall be designated by the Insurer. Section 2.02. Allocation of Payments. Each payment received by the Insurer from or on behalf of the Issuer as a reimbursement to the Insurer as required by Section 2.01 hereof shall be applied by the Insurer first, toward repayment of the aggregate Surety Bond Payments made by the Insurer and not yet repaid, payment of which will reinstate the Surety Bond Coverage to the extent of such repayment (but not to exceed the Surety Bond Limit); and second, upon full reinstatement of the Surety Bond Coverage to the Surety Bond Limit, toward other amounts, including, without limitation, any interest payable with respect to any Surety Bond Payments then due to the Insurer. Section 2.03. Security for Payments; Instruments of Further Assurance. To the extent, but only to the extent, that the Indenture, pledges to the Owners or grants a security interest or lien in or on any collateral, property, revenue or other payments ("Collateral and Revenues") in order to secure the Obligations or - 3 - 90- 573 provide a source of payment for the obligations, the Issuer hereby grants to the Insurer a security interest in or lien on, as the case may be, and pledges to the Insurer all such Collateral and Revenues as security for payment of all amounts due hereunder, which security interest, lien and/or pledge created or granted under this Section 2,03 shall be subordinate only to the interests of the owners in such collateral and Revenues. From time to time, the Issuer shall execute, acknowledge and deliver, or cause to be executed, acknowledged and delivered, any and all instruments as may be required by law or as shall reasonably be requested by the Insurer for the perfection of the security interest granted under this Section 2.03 and for the preservation and protection of all rights of the Insurer under this section 2.03. Section 2.04. Unconditional Obligation. The obligations hereunder are absolute and unconditional and will be paid or performed strictly in accordance with this Agreement, subject to the limitations of the Indenture, irrespective of: (a) any lack of validity or enforceability of, or any amendment or other modification of, or waiver with respect to the Obligations, the Indenture or any other document executed in connection with the issuance of the Obligations; or (b) any exchange, release or nonperfection of any security interest in property securing the Obligations or this Agreement or any obligations hereunder; or (c) any circumstances that might otherwise constitute a defense available to, or discharge of, the Issuer with respect to the Obligations, the Indenture or any other document executed in connection with the issuance of the Obligations; or (d) whether or not such obligations are contingent or matured, disputed or undisputed, liquidated or unliquidated. Section 2.05. Subrogation Rights. To the extent of payments made and expenses incurred by the Insurer in connection with the Obligations and this Agreement, the Insurer shall be fully sub- rogated to the rights of the Owners against the Issuer, which rights shall be subordinate to the rights of the Owners to receive regularly scheduled principal and interest on the Obligations. - (a) Records. Reports and Audits. The Issuer shall pro- vide to the Insurer all records, reports and audits distributed to other parties pursuant to Section 719 of the Indenture, at the same time such records, reports and audits are distributed to such - parties. The Issuer will grant the Insurer reasonable access to any project financed or refinanced by the Obligations and will make available to the Insurer, at reasonable times and upon reasonable 4 - 90- 573 t a a notice# all books and records relative to any project financed or refinanced by the obligations. (b) CoMbl-{anee__cart{fete. on an annual basis the Issuer will provide to the Insurer a certificate confirming compliance with all covenants and obligations hereunder, ARTICts III Al l D1L8�iT9 TO IDDBUT So long as this Agreement is in effect, the Issuer agrees that it will not amend the Indenture without the prior written consent of the Insurer. ARTICLE IV ZT1W8 OF DEFAULT; RMMD288 Section 4.01. Kyents of Default. The following events shall constitute Events of Default hereunder: (a) The Issuer shall fail to pay to the Insurer any amount payable under Section 2.01 hereof and such failure shall have continued for a period in excess of the Reimbursement Period; or (b) Any material representation or warranty made by the Issuer under the Indenture or hereunder or any statement in the application for the Surety Bond or any report, certificate, financial statement, document or other instrument provided in connection with the Commitment, the Surety Bond, the Obligations, or this Agreement shall have been materially false at the time when made; or (c) The Issuer shall fail to perform any of its other obligations under the Indenture or hereunder, provided that such failure continues for more than 30 days after receipt by the Issuer of written notice from the Insurer of such failure to perform; or (d) The Issuer shall (i) voluntarily commence any pro- ceeding or file any petition seeking relief under the United States Bankruptcy Code or any other Federal, state or foreign bankruptcy, insolvency or similar law, (ii) consent to the institution of, or fail to controvert in a timely and appropriate manner, any such proceeding or the filing of any such petition, (iii) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator or similar official for such party or for a sub- stantial part of its property, (iv) file an answer admitting the material allegations of a petition filed against it in any such 5 - �.. 90- 573 1 41 proceeding, (v) make a general assignment for the benefit of oreditorej (vi) become unable, admit in writing its inability or fail generally to pay its debts as they become due or (vii) take action for the purpose of effecting any of the foregoingt or (a) An involuntary proceeding shall be commenced or an involuntary petition shall be filed in a court of competent jurisdiction seeking (i) relief in respect of the Issuers or of a substantial part of its property, under the United States Bankruptcy Code or any other Federal, state or foreign bankruptcy, insolvency or similar law or (ii) the appointment of a receiver, trustee, custodian, sequestrator or similar official for the Issuer or for a substantial part of its property; and such proceeding or petition shall continue undismissed for 60 days or an order or decree approving or ordering any of the foregoing shall continue unstayed and in effect for 30 days. Section 4.02. Remedies. If an Event of Default shall occur and be continuing, then the Insurer may take whatever action at law or in equity may appear necessary or desirable to collect the amounts then due and thereafter to become due under this Agreement and any obligation, agreement or covenant of the Issuer under this Agreement. All rights and remedies of the Insurer under this Section 4.02 are cumulative and the exercise of any one remedy does not preclude the exercise of one of the other available remedies. ARTICLE V PAYMENTS UNDER TEE POLICY Section 5.01. Notices to Insurer. In the event that, on the third day (or if such day is not a business day, then on the next preceding business day) preceding any date on which principal of or interest on the Obligations shall be due and payable, there are not credited to or on deposit in the Bond Service Account, the Redemption Account, the Surplus Fund, the Supplemental Reserve Fund, the Renewal and Replacement Fund or the Miami Pledged Public Service Tax Fund (each as defined in the Indenture) sufficient moneys to pay all principal of and interest on the Obligations due on such date, the Trustee shall immediately notify the Insurer or its designee on the same business day by telephone or telegraph, confirmed in writing by delivery of a document for payment in the form set forth as Attachment 1 to the Surety Bond in the manner set forth in the Surety Bond, of the amount of the deficiency. In the event that, at the time of giving any such notice, there shall be an additional reserve account credit facility credited to the Reserve Account established under the Indenture, the Trustee shall, as part of such notice, inform the Insurer of the pro rata portion of such deficiency allocable to the Surety Bond and shall take such steps as and when required under the terms of such other Reserve - 6 - 9 0 - 573 Account Credit Facility in order to cause payment under ouch other Reserve Account credit Facility of the pro rata portion of such deficiency allocable to it not later than the time when the corresponding surety Bond payment is made under the Surety Bond. If the deficiency is made up in whole or in part prior to or on the scheduled payment date for the obligations, the Trustee shall notify the Insurer or its designee in the same manner as is set forth in the immediately preceding sentence. In addition, if the Trustee has received actual notice from any Owner that it has been required to disgorge payments of principal of or interest on the Obligations to a trustee in bankruptcy or creditors or others pursuant to a final judgment by a court of competent jurisdiction that such payment constitutes a voidable preference to such owner within the meaning of any applicable bankruptcy laws, then the Trustee shall notify the Insurer or its designee of such fact by telephone or telegraph confirmed in writing by registered or certified mail. Section 5.02. Paayymentg under the Surety Bond. The Trustee is hereby irrevocably designated, appointed, directed and authoriz- ed to act as attorney -in -fact for the Owners as follows. If and to the extent that the Insurer makes a Surety Bond Payment, the Trustee shall (i) execute and deliver to Citibank, N.A., as agent under the Surety Bond, or its successors in such capacity (the "Insurance Paying Agent") in form satisfactory to the Insurance Paying Agent an instrument appointing the Insurer as agent for such Owners in any legal proceeding relating to the payment of principal of or any interest on the Obligations paid with the proceeds of such Surety Bond Payment and an assignment to the Insurer of the claims of the Trustee for such interest upon the making of such Surety Bond Payment, (ii) receive as designee of the respective Owners (and not as Trustee) in accordance with the tenor of the Surety Bond payment therefor from the Insurance Paying Agent and (iii) disburse the same to such Owners. Surety Bond Payments disbursed by the Trustee shall not be considered to discharge the obligation of the Issuer with respect to such Obligations, and the Insurer shall become the owner of such unpaid Obligations and claims for the interest in accordance with the tenor of the assignment made to it pursuant to this Section. ARTICLB VI SPECIAL COVEMMS Section 6.01. Notice to Rating Agen^ ties. The Issuer shall provide Standard &, Poor's Corporation with prompt written notice following the effective date of such event of (i) any successor or trustee under the Indenture, (ii) any alternate credit facility or alternate liquidity facility servicing any of the Obligations, (iii) any material amendments to the Indenture, (iv) the expiration or termination of any credit facility or liquidity facility, or (v) - 7 - 9 0 - 573 _4 10 the redemption or defeasance in whole of the Obligations. Any such notice shall be sent by first clans mail` postage prepaid, tot Standard & Foor's Corporation, 25 Broadway, Nov York, Now York 100040 Attention: Municipal Finance Department. Section 6,02. Additional Bonds_Test. So long as this Agree - sent shall remain in effect, without the prior written consent of the insurer, the Issuer shall not issue any additional Obligations pursuant to Section 203 of the Indenture unless it shall have complied first with the requirements of the Indenture applicable to any such issuance, including, without limitation Section 202(a)(xxiii) of the Indenture. For purposes of determining whether the Issuer has complied with its obligations under this Section as they relate to Section 202(a)(xxiii) of the Indenture, clause (i) of said Section 202(a)(xxiii) shall be deemed to read as follows: "140% of the Amount of the maximum annual Aggregate Debt Service occurring in the then current or any future Fiscal Year;". Section 6.03. Negative Pledge. So long as this Agreement shall remain in effect, without the prior written consent of the Insurer, if there is a deficiency in the Supplemental Reserve Fund established under the Indenture that is not remedied in the manner and within the time limits set forth in the Indenture, the Issuer shall not pledge Non -Ad Valorem Revenues (as defined in the Inden- ture) to secure any indebtedness (including additional under exist- ing resolutions, ordinances or indentures) until (i) such defi- ciency is cured and (ii) the Consultant (as defined in the Inden- ture) has projected that moneys then comprising part of or antici- pated to be received or to accrue as part of the Trust Estate (as defined in the Indenture), including any additional revenue sources that may be pledged as part of the Trust Estate, while any Bonds then Outstanding (as defined in the Indenture) remain Outstanding will be sufficient to satisfy all requirements of the Indenture. So long as this Agreement shall remain in effect, without the prior written consent of the Insurer, if any payment out of the Bond Service Account or the Redemption Account (each as defined in the Indenture) is not made when due, the Issuer shall not pledge Non - Ad valorem Revenues to secure any indebtedness (including addi- tional indebtedness under existing resolutions, ordinances or indenture) until (i) such payments are made (ii) moneys then credited to the Bond Service Account and the Redemption Account are sufficient to make all payments out of such Accounts to be made on the next date on which interest payments are to be made, and (iii) the Consultant has projected that moneys then comprising part of or anticipated to be received or to accrue as part of the Trust Estate, including any additional revenue source that may be pledged as part of the Trust Estate, while any bonds then Outstanding remain Outstanding will be sufficient to satisfy all requirements of the Indenture. - 8 - 90- 573 " "',3 Section 6.04. Hihajledge ;c _ Se _ice.-1AX- l��±d� The Issuer agroas that the balance of the pledged Portion of folic Service Tax Revenues (as defined in the Indenture), it any, remaining to the credit of the Miami Pledged public Servioe Tax Fund established under the Indenture in each month after making the deposits described in the last paragraph of Section 504 of tho Indenture maybe used by the issuer first to pay Current Expenses of the Convention Center darage (as defined in the Indenture) and then for any other lawful purpose. ARTICL2 VII MISCaLLUROUB Section 7.01. Interest Qomflutations. All computations of interest due hereunder shall be made on the basis of the actual number of days elapsed over a year of 360 days. Section 7.02. Exercise of Rights. No failure or delay on the part of the Insurer to exercise any right, power or privilege under this Agreement and no course of dealing between the Insurer and the Issuer or any other party shall operate as a waiver of any such right, power or privilege, nor shall any single or partial exercise of any such right, power or privilege preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein expressly provided are cumulative and not exclusive of any rights or remedies which the Insurer would otherwise have pursuant to law or equity. No notice to or demand on any party in any case shall entitle such party to any other or further notice or demand in similar or other circum- stances, or constitute a waiver of the right of the other party to any other or further action in any circumstances without notice or demand. Section 7.03. Amendment and Waiver. Any provision of this Agreement or the Surety Bond may be amended, waived, supplemented, discharged or terminated only by the written agreement of the parties hereto. Section 7.04. Sugcessors and Assigns; Descriptive Headings. (a) This Agreement shall bind, and the benefits hereof shall inure to, the Issuer, the Trustee and the Insurer and their respective successors and assigns; provided, that the Issuer may not transfer or assign any or all of its rights and obligations hereunder without the prior written consent of the Insurer. (b) The descriptive headings of the various provisions of this Agreement are inserted for convenience of reference only and shall not be deemed to affect the meaning or construction of any of the provisions hereof. - 9 Section 7.05. r,.Suretiee. if the insurer shell procure any other surety to reinsure the Surety Bond, this Agreement shall inure to the benefit of such other surety, its successors and aspigns, so an to give to it a direct right of action against the Issuer to enforce this Agreement, and "the Insurer," wherever used herein, shall be deemed to include such reinsuring surety, as its respective interests may appear. Section 7.06. SIgMature _on Bond. The Issuer's liability shall not be affected by its failure to sign the Surety Bond nor by any claim that other indemnity or security was to have been obtained nor by the release of any indemnity, nor the return or exchange of any collateral that may have been obtained. Section 7.07. Waiver. The Issuer waives any defense that this Agreement was executed subsequent to the date of the Surety Bond, admitting and covenanting that such Surety Bond was executed pursuant to the Issuer's request and in reliance on the Issuer's promise to execute this Agreement. Section 7.08. Notices. Requests. Demands. Except as other- wise expressly provided herein, all written notices, requests, demands or other communications to or upon the respect parties hereto shall be deemed to have been given or made when actually received, or in the case of telex or telecopier notice sent over a telex or a telecopier machine owned or operated by a party hereto, when sent, addressed as specified below or at such other address as any of the parties may hereafter specify in writing to the others: If to the Issuer: Director of Finance City of Miami 3006 Aviation Avenue, 3rd Floor Miami, Florida 33313 If to the Trustee: First Union National Bank of Florida 100 N. E. Third Avenue Fort Lauderdale, FL 33301-1155 If to the Insurer: Municipal Bond Investors Assurance Corporation 113 King Street Armonk, New York 10504 Attn: Surveillance Department Section 7.09. Survival of Representation All representations, warranties and obligations shall survive the execution and delivery of this Surety Bond. - 10 - contained herein Agreement and the 90— 5'73 Section 7.10. doverning_-Loay. This Agreement and the rights and obligations of the parties under this Agreement shall be governed by and construed and interpreted in accordance with the laws of the State. Section 7.11. Counterparts. This Agreement may be executed in any number of copies and by the different parties hereto on the same or separate counterparts, each of which shall be deemed to be an original instrument. Complete counterparts of this Agreement shall be lodged with the Issuer, the Trustee and the Insurer. Section 7.12. Severability. in the event any provision of this Agreement 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 7.13. Survival of obligations. Notwithstanding any- thing to the contrary contained in this Agreement, the obligation of the Issuer to pay all amounts due hereunder and the rights of the Insurer to pursue all remedies shall survive the expiration, termination or substitution of the Surety Bond and this Agreement. IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart of this Agreement to be duly executed and delivered as of the date first above written. THE CITY OF MIAMI, FLORIDA BY: Mayor MUNICIPAL BOND INVESTORS ASSURANCE CORPORATION BY: Title: BY: Title: FIRST UNION NATIONAL BANK OF FLORIDA BY: Title: 90- 5'73 46 {F AMR A 91?20nm Dust SMmes i ONAVS NTY BOND Municipal Nona Investors Assurance Corporation Armonk, New York 10504 Surety Bond No. XXXXXX Municipal Bond investors Assurance Corporation (the "Insurer"), in consideration of the payment of the premium and subject to the terms of this Surety Bond, hereby unconditionally and irrevocably guarantees the full and complete payments that are to be applied to payment of principal of and interest on the Obligations (as hereinafter defined) and that are required to be made by or on behalf of [ISSUER] (the "Issuer") under the [DOCU- MENT] (the "Document") to [PAYING AGENT] (the "Paying Agent"), as such payments are due but shall not be so paid, in connection with the issuance by the Issuer of [LEGAL TITLE OF BONDS] [IF PARITY: together with any bonds issued on a parity therewith] (the "Obligations"), provided, that the amount available hereunder for payment pursuant to any one Demand for Payment (as hereinafter defined) shall not exceed [AMOUNT] (the "Surety Bond Limit"); provided, further, that the amount available at any particular time to be paid, to the Paying Agent under the terms hereof (the "Surety Bond Coverage") shall be reduced and may be reinstated from time to time as set forth herein. 1. As used herein, the term "Owner" shall mean the registered owner of any Obligation as indicated in the books maintained by the applicable paying agent, the Issuer or any designee of the Issuer for such purpose. The term "Owner" shall not include the Issuer or any person or entity whose obligation or obligations by agreement constitute the underlying security or source of payment for the Obligations. 2. Upon the later of: (i) three (3) days after receipt by the Insurer of a demand for payment in the form attached hereto as Attachment 1 (the "Demand for Payment"), duly executed by the Paying Agent; or (ii) the payment date of the Obligations as specified in the Demand for Payment presented by the Paying Agent to the Insurer, the Insurer will make a deposit of funds in an account with Citibank, N.A., in New York, New York, or its successor, sufficient for the payment to the Paying Agent, of amounts that are then due to the Paying Agent (as specified in the Demand for Payment) subject to the Surety Bond Coverage. 3. Demand for Payment hereunder may be made by prepaid telecopy, telex, TWX or telegram of the executed Demand for Payment - c/o the Insurer. If a Demand for Payment made hereunder does not, 90- 573 in any instance, conform to the terms and conditions of this Surety Bond, the Insurer shall give notice to the Paying Agent, as promptly as reasonably practicable, that such Demand for Payment was not effected in accordance with the terms and conditions of this Surety Bond and briefly state the reason(a) therefor. Upon being notified that such Demand for Payment was not effected in accordance with this Surety Bond, the Paying Agent may attempt to correct any such nonconforming Demand for Payment if, and to the extent that, the Paying Agent is entitled and able to do so. 4. The amount payable by the Insurer under this Surety Bond pursuant to a particular Demand for Payment shall be limited to the Surety Bond Coverage. The Surety Bond Coverage shall be reduced automatically to the extent of each payment made by the Insurer hereunder and will be reinstated to the extent of each reimburse- ment of the Insurer pursuant to the provisions of Article II of the Financial Guaranty Agreement dated the date hereof between the Insurer and the [ISSUER OR OBLIGOR] (the "Financial Guaranty Agreement"); provided that in no event shall such reinstatement exceed the Surety Bond Limit. The Insurer will notify the Paying Agent, in writing within five (5) days of such reimbursement, that the Surety Bond Coverage has been reinstated to the extent of such reimbursement pursuant to the Financial Guaranty Agreement and such reinstatement shall be effective as of the date the Insurer gives such notice. The notice to the Paying Agent will be substantially in the form attached hereto as Attachment 2. 5. Any service of process on the Insurer or notice to the Insurer may be made to the Insurer at its offices located at 113 King Street, Armonk, New York 10504 and such service of process shall be valid and binding. 6. The term of this Surety Bond shall expire on the earlier of (i) [MATURITY DATE OF ISSUE] (the maturity date of the obliga- tions being currently issued) , or (ii) the date on which the Issuer has made all payments required to be made on the Obligations pursuant to the Document. 7. The premium payable on this Surety Bond is not refundable for any reason, including the payment prior to maturity of the Obligations. S. This Surety Bond shall be governed by and interpreted under the laws of the State of [APPLICABLE STATE, USUALLY NY]. Any suit hereunder in connection with any payment may be brought only by the Paying Agent within [ONE YEAR OR THREE YEARS, WHICHEVER IS APPLICABLE] after (i) a Demand for Payment, with respect to such payment, is made pursuant to the terms of this Surety Bond and the Insurer has failed to make such payment, or (ii) payment would otherwise have been due hereunder but for the failure on the part of the Paying Agent to deliver to the Insurer a Demand for Payment pursuant to the terms of this Surety Bond, whichever is earlier. A-2 90- 573 - [tP OOVnnD UMM TANS OP NY) There shall be ne _- acceleration payment due under this Policy unless such acceleration is at the sole option of the insurer. — 10. This policy is not covered by the Property/casualty Insurance security Puund specified in Article 76 of the NOW York Insurance Lawb in witness whereof, the Insurer has caused this Surety Bond = to be executed in facsimile on its behalf by its duly authorised officerst this [DAY; MONTH, YEAR]. MUNICIPAL BOND INVESTORS ABSURME CORPORATION [TITLE] -- [TITLE] A-3 90- 573 1 s- a Municipal Bond Investors Assurance corporation 113 Xing Street Armonk, Rea York 10504 Attention: President Reference is made to the Surety Bond No. [POLICY No (the 11$urety Bond") issued by the Municipal Bond investors Assurance Corporation (the "Insurer"). The terms which are capitalized herein and not otherwise defined have the meanings specified in the Surety Bond unless the context otherwise requires. The Paying Agent hereby certifies that: (a) In accordance with the provisions of the Document (attached hereto as Exhibit A), payment is due to the Owners of the Obligations on (the "Due Date") in an amount equal to $ (the "Amount Due"). (b) The amounts legally available to the Paying Agent on the Due Date will be $ less than the Amount Due (the "Deficiency"). (a) The Paying Agent has not heretofore made demand under the Surety Bond for the Amount Due or any portion thereof. The Paying Agent hereby requests that payment. of the Deficiency (subject to the Surety Bond Coverage) be :made by the Insurer under the Surety Bond and directs that payment under the Surety Bond be made to the following account by bank wire transfer of federal or other immediately available funds in accordance with the terms of the Surety Bond: (Paying Agent's Account). (PAYING AGENT) BY: Its: A-4 90-- 5'73 n 4 i f � S ! t M1fi a �k m tpaying Agent] [Address] Reference in made to the Surety Bond No. [ POLICY _ NO A (the "Surety Bond") issued by the Municipal Bond investors Assurance Corporation (the "Insurer"). The terms which are capitalized herein and not otherwise defined have the meanings specified in the Surety Bond unless the context otherwise requires. The Insurer hereby delivers notice that it is in receipt of payment from the Obligor pursuant to Article II of the Financial Guaranty Agreement and as of the date hereof the Surety Bond Coverage is $ . MUNICIPAL BOND INVESTORS ASSURANCE CORPORATION President Assistant Secretary A-5 ANNEX N 02PINITICNS ror all purposes of this Agreement and the Surety Bond, except as otherwise expressly provided herein or unless the contest otherwise requires, all capitalised terms shall have the meaning as set out below, which shall be equally applicable to both the singular and plural forms of such terms. "Closing Date" means —, 1990. "Commitment" means the commitment to issue Municipal Bond Guaranty Insurance in the form attached hereto as Annex C. "Debt Service Payments" means those payments required to be made by or on behalf of the Issuer which will be applied to payment of principal of and interest on the Obligations. "Demand for Payment" means the certificate submitted to the Insurer for payment under the Surety Bond substantially in the form attached to the Surety Bond as Attachment 1. "Event of Default" shall mean those events of default set forth in Section 4.01 of the Agreement. "Owners" means the registered owner of any Obligation as indicated in the books maintained by the Issuer or any registrar designated the Issuer for such purpose. "Paying Agent" shall have the meaning ascribed to it in the Resolution. "Premium" means $ payable to the Insurer on or prior to the Closing Date. "Reimbursement Period" means, with respect to a particular Surety Bond Payment, the period commencing on the date of such Surety Bond Payment and ending on the earlier of the date of cancellation of the Surety Bond due to nonpayment of Premium when due or on the expiration of twelve months following such Surety z Bond Payment. "Reimbursement Rate" means Citibank's prime rate plus three (3) percent per annum, as of the date of such Surety Bond Payment, said "prime rate" being the rate of interest announced from time to time by Citibank, N.A., New York, New York, as its prime rate. The rate of interest shall be calculated on the basis of the actual number of days elapsed over a 360-day year. "State" means the State of New York. B-1 90- 573 { L rl. f �b f s c "Surety Bond" means that surety bond attached hereto as Annex A and issued by the InsUrar guaranteeing, subs®ct to the terms and limitations thereof, Debt Service Payments required to: bg made by the issuer under the Document. "Surety Bond Coverage" means the amount available at any }= particular time to be paid under the terms of the surety Bond, which amount shall never exceed the Surety Bond Limit. "Surety Bond Limit" means $ "Surety Bond Payment" means an amount equal to the Debt service Payment required to be made by the Issuer pursuant to the Resolution less (i) that portion of the Debt Service Payment paid by or on behalf of the Issuer, and (ii) other funds legally available for payment to the owners, all as certified in a Demand for Payment. B-x 90- 573 C-1 V +3• a i 44 4 .a �w TO FROM : CITY OF MIAMI, FLORIDA INTEROFFICE MEMORANDUM CA-' { Honorable Mayor and Members DATE : (� FIB ;} of the City Commission JUL 18 1990 SUBJECT City Commission Agenda Item Cesar H. odio REFERENCES City Manager ENCLOSURES: RECOMMENDATIONS It is respectfully recommended that the attached resolution authorizing the substitution of a reserve account surety bond for cash on deposit in the reserve account securing the City's outstanding Special Revenue Refunding Bonds, Series 1987, and directing the Trustee for the bonds to accept such surety bond; approving the form, execution and delivery of a supplemental. trust indenture; approving the form, execution and delivery of=.a financial guaranty agreement; directing the application of the- cash released as a result of such substitution; authorizing further official actions to effect such substitution; authorizing ; the appointment and payment of special counsel to the City;, z providing severability; and providing for an effective date, be approved. a: fs , BACKGROUNDS T: h. The City issued $65,271,325.05 Special Revenue Refunding Solids, h' Series 1987, on March 1, 1988. The bonds were insured by, k' Municipal Bond Investors Assurance Corporation (14BIA), making the ' bonds AAA rated. • f The trust indenture for the bonds required a debt service reserve account equivalent to the highest annual debt service° Vhich 4 approximates $6,1000000. At this time. MBIA has agreed to issue a reserve account ouare y bond in substitution for the cash on deposit in the debt sezvoe reserve account, at a premium of 4% of the surety bond Amount, to be paid from the funds released by the placement of the' surety.f ; bond. The released cash will be used to fund approximately. $,2,3 r�r million in expenses of the Miami Convention Center and the re¢t-` a will be transferred to the +general fund. t