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HomeMy WebLinkAboutO-10258OP-DINANCE NO. AN EMERGENCY ORDINANCE OF '}i'HE CITY COMMISSION OF THE CITY OF MIA.Mll FLORIDA AUTHORIZING THE PUBLIC OFFERING OF THE CITY OF MIAMI, FLORIDA SPECIAL REVENUE REFUNDING BONDS► SERIES 1987, TO FINANCE THE REFUNDING OF ALL OF TEE CITY'S OUTSTANDING CONVENTION CENTER AND PARKING GARAGE REVENUE BONDS DATED DULY 1, 1980; APPROVING THE NEGOTIATED SALE OF THE REFUNDING BONDS AUT80RIZED HERE- IN IN AN AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $701000,000 TO THE UNDERWRITERS AT AN EFFECTIVE INTER- EST RATE NOT TO EXCEED EIGHT AND ONE-HALF PERCENT (8- 1/2%) IN ONE OR MORE MATURITIES, NONE OF WHICH SHALL EXCEED THIRTY (30) YEARS; FINDING THAT A NEGOTIATED SALE OF SAID REFUNDING BONDS IS IN THE BEST INTEREST OF THE CITY; APPROVING THE FORM, EXECUTION AND DELIVERY OF A BOND PURCHASE AGREEMENT TO EFFECT THE NEGOTIATED SALE OF SAID REFUNDING BONDS; APPROVING THE FORM, EXECUTION AND DELIVERY OF A TRUST INDENTURE SECURING THE REFUND- ING BONDS AUTHORIZED HEREIN; APPROVING THE FORM, EXECU- TION AND DELIVERY OF AN ESCROW DEPOSIT AGREEMENT SECUR- ING THE PAYMENT OF THE PRINCIPAL OF, REDEMPTION PRE- MIUM, IF ANY, AND INTEREST ON ALL OF THE CITY'S OUT- STANDING CONVENTION CENTER AND PARKING GARAGE REVENUE BONDS DATED JULY 1, 1980; APPROVING THE FORM OF THE PRELIMINARY OFFICIAL STATEMENT AND THE FORM AND EXECU- TION OF THE OFFICIAL STATEMENT, EACH TO BE USED IN CONNECTION WITH THE OFFER AND SALE TO THE PUBLIC OF THE REFUNDING BONDS AUTHORIZED HEREIN; AUTHORIZING THE APPOINTMENT OF A TRUSTEE, AN ESCROW AGENT, A BOND REGISTRAR AND A PAYING AGENT; AUTHORIZING APPROPRIATE OFFICERS OF THE CITY TO TAKE SUCH INCIDENTAL ACTIONS AS SHALL BE NECESSARY AND APPROPRIATE TO ACCOMPLISH THE NEGOTIATED SALE OF THE REFUNDING BONDS AUTHORIZED HEREIN, INCLUDING BUT NOT LIMITED TO THE ESTABLISHMENT OF RESERVE FUNDS OR THE PROCUREMENT OF CREDIT ENHANCE- MENT TO SECURE SAID REFUNDING BONDS; REPEALING INCON- SISTENT ORDINANCES; PROVIDING THAT THIS ORDINANCE SHALL GO INTO EFFECT IMMEDIATELY UPON ITS ENACTMENT; AND DISPENSING WITH THE READING OF THIS ORDINANCE ON TWO SEPARATE DAYS BY A FOUR -FIFTHS VOTE OF THE COMMISSION. WHEREAS, The City of Miami, Florida (the "City"), pursuant to the Constitution and other laws of the State of Florida, including particularly the Municipal Home Rule Powers Act (Florida Statutes, Chapter 166, as amended) and the Charter of the City (Chapter 10847, Special Laws of Florida, 1925, as amended), said Municipal Home Rule Powers Act, said Charter and other applicable laws, herein referred to, collectively, as the "applicable law", has heretofore issued its Convention Center and Parking Garage Revenue Bonds dated July 1, 1980 in the aggregate principal amount of Sixty Million Dollars ($60,000,000) (the "Prior Bands") and with the proceeds thereof, and certain other available funds has financed the acquisition, construction and ice, equipping of a convention Center in the City officially desig- mated the "City of Miami /Uni':er9ity of Miami games i. Knight - international Center" (the "Convention Center") and of a parking garage (the "Parking Garage") including machinery, equipment, fixtures, furniture, improved and unimproved land, landscaping and other facilities appurtenant or incidental thereto (the Con- vention Center and the Parking Garage herein called, collective- ly, the "Convention Center -Garage"); and WHEREAS, the City Commission (the ,conum,ission") has found and determined that (a) the Convention Center -Garage serves and will continue to serve a public purpose of the City by providing •exhibit, meeting, conference, parking and other facilities in the City for public, educational , civic, commercial and other organ- izations, (b) the Convention Center -Garage and the development by private enterprise of hotel, retail and other commercial facili- ties (i) have fostered and will continue to foster the growth, development and revitalization of a downtown area of the City, (ii) have contributed and will continue to contribute to the improvement and expansion of the economic life, recreational activities and the amenities of the community, and (iii) have attracted and will continue to attract tourists, visitors and others to the City (all of which will redound to the benefit, prosperity and well-being of the City and its inhabitants) and ■ (c) it is necessary, desirable and in the public interest to advance refund all of the outstanding Prior Bonds; and WHEREAS, the Prior Bonds are presently outstanding in the aggregate principal amount of $60,000,000; and WHEREAS, in order to advance refund all of the Prior Bonds, - the City intends to issue The City of Miami, Florida Special Revenue Refunding Bonds, Series 1987 (the "Series 1987 Bonds"), in an amount not to exceed $70,000,000, secured by a pledge of certain revenues derived from the Convention Center -Garage, by a lien on and pledge of a portion of the revenues derived from the City's public service tax levied and collected pursuant to Sec- - 2 - tion 166.231(9) of the Florida Statutes, as amended and by other revenues derived from the City's public service tax levied and collected pursuant to Section 166,231 of the Florida Stattutes# as amended and otherwise legally available therefor, all as further described in the Trust Indenture hereafter mentioned; and WHEREAS, a portion of the proceeds derived from the sale of the Series 1987 Bonds, together with certain other moneys of the City, will be applied to the purchase of Federal Securities (as such term is defined in the Escrow Deposit Agreement hereinafter defined), which principal amc:ur,t of Federa: Securities will mature and prod;ce investment income and earnings at such times .and in such amounts as will be sufficient, to pay when due, whether at maturity or upon the redemption thereof, all of the principal of, redemption premium, if any, and interest on the Prior Bonds; and WE EREAS, a group managed by Drexel Burnham Lambert Incorpo- rated, Daniels b Bell, Inc. and M Securities Investment, Inc. (collectively, the "Underwriters") have offered to purchase the Series 1987 Bonds pursuant to the terms of the Bond Purchase Agreement (as hereinafter defined); and WHEREAS, in connection with the refunding of the Prior Bonds, it is necessary to designate a Trustee, an Escrow Agent, a Bond Registrar, and a Paying Agent for the Series 1987 Bonds; and WHEREAS, in order to permit the marketing of the Series 1967 Bonds prior to the next scheduled meeting of the Commission, it is necessary that the Commission dispense with two readings of this Ordinance and that this Ordinance take effect immediately upon its enactment; NOW, THEREFORE, BE IT ORDAINED by the Commission of the City of Miami: Section. 1. The recitals, findings and exhibits contained in the preamble of this Ordinance are hereby adopted by reference thereto and incorporated herein as if fully set forth in this section. Section 2. The Cor:mission hereb: au`.horizes and a p p r ;es the issuance of the Series 1987 Bonds In an aggregate principa: amount nct to exceed $70,000,000 in order to advance refund al' of the outstanding Pricr B,:�nds. The ter.. "aaareaate principa' amount" used In the preceding. sentence :J1`.h respect t-the Series 1987 Bonds to be issued in the fcr„ cif capital apurec:atic-1 bc.Ids shall include only the criginal principa:am__,:r.t of E,,�cr SerIE-5 1987 Bonds. The precise ae-regate principal a ur.. ::f he Serge; 1987 Bonds to be sold steal 7 be apprDved by the City Manacer ( c r such Assistant City Manager as "e shall desigr;a`_e) and shall be such aggregate principal amount as the City Manacer (Cr such. Assistant City Manager as he shall designate) st.:�l' de`er;r:ine will be sufficient (i) to pay, �,ith other mionies a, -.._:a ble there- for, the cost of advance refunding all cf the outstanding Prior Bonds; (ii) to fund a reserve fund in respect of the Series 19-87 Bonds; (iii) to obtain a policy of municipal bond insurance to secure the Series 1987 Bonds; and (iv) to pay the costs of issu- ing the Series 1987 Bonds. The effective interest rate on the Series 1987 Bonds shall nct exceed eight and one-half percent (8- 1/20). For purpose of the preceding sentence, the effective interest rate shall be determined in accordance with the "Canadian" or "true" interest cost method of calculation by doub- ling the semi-annual interest rate (compounded serr.i-annually) necessary to discount the debt service payments from the payment date to the date of the Series 1987 Bonds and to the purchase price thereof set forth in the Bond Purchase Agreement, not including interest accrued to the date of delivery. The effec- tive interest rate to be borne by the Series 1987 Bonds shall be determined by the City Manager (or such Assistant City Manager as he shall designate) at the time cf execution of the Bond Purchase Agreement and shall be, subject to the maximum rate limitation set forth above, the lowest rate available to the City under then current financial conditions taking into consideration the matur- ities and mandatory prepayment dates, if any, established fcr the - y - ■ 'lhe l9$� su ec o,nC�s ma � 3 9�7 Bonas� Series y. e optional or mandatory prepayineht, as approved by the City Manager. 15taf1' grate) o, (or such Ass' t Cit Maria,aer a.s he shall desi y The Series 190 Bonds shall be sold at. an underwriting -discount, of, fee riot to excocd, two and one-half percent (r 4) o� the :total of If the aggregate pri nC pal ar Ju �� of the Series 1987 Bonds issuable as current interest bonds and the aggregate accreted value at maturityof :the Series 198 r,,: Bonds issuabl�. c as apital apprec a= � ' Lion brands,: The. Series 1987 Bonds issuahle as current' interest — bonds ti}ay be sold at a prr~ium or at an original issue discount~, - : not 'to exceed four - percent4,,( %) of the 'a g re g ate p r ncia°i' . p 1 amount thereof and the Series 1987 'Bands`, issuable as 'capital apprecia,- t i o n bonds may ,be sold at such original issue discount as shall he approve b °. the , City anar p } �lanager.�or such Assistant Citr.Ni` er x ase .Ag as he 5hal� designate), the e eeuton of the Bond Pvrc}i gee merit by the City, as provided in Section-4 of this Ordinance, to be: conclusive evidence of such approval by the City bia,nager. The 7. Bonds may be issued in: o r more series Series 198 y ne o and may - mature on one or, more dates; '.provided that the' final imat,ur.ity of any of, the Series 198.7 Bonds shall not exceed thirty-(30) years,, - that the average l i,fe of all of ,the .Ser and provided further g i e s 1 t exc eed ,twenty_ 1987 Bo,nds,shall.no five (2.5) years: A11 'of ;particulars of this Section 2, and. such; other 'necessary advisable. to be included characteristics as.may be or i the Series 1987 Bonds'' in relation to, the issuance of he Series. 1987.Bonds, including, without limitation, the dated date of the Series 1987 Bonds, as approved by the City Manager {or such 'Assistant City Manager as. he s h a 1 11 designate'); sha11 be in the Bo e Agree'ment. The of the cont Bond,Purchase Series contain 19.87 Bonds and other provisions*relating to the Series 1987 t3onds, including the provisions with respect to signatures, authentication and payment; Shall be as provided in the .Trust - hndentr'e (aas he reinaf ter def ined ) ' rs # f+ 40 - r I Section 3. The Commission hereby finds, ascertains, deter- trines and declares that a negotiated sale of the Series 1987 Bonds is in the best interests of the City and is necessary on the basis of the following reasons, as to which specific findings are hereby made: (i) the complex character of the issuance of the Series 1987 Bonds requires lengthy and detailed structuring which could be unreasonably restricted by the lack of the flex- ibility of bidders at competitive sale; and (ii) prevailing mar- ket conditions have resulted in rapidly changing and broadly varying interest rates, the negative effects of which on the issuance of the Series 1987 Ponds will be minimized by a negoti- •ated sale. Section 4. The proposal submitted by the Underwriters at this meeting in the form of the Bond Purchase Agreement to be entered into by and between the City and the Underwriters, a copy of which is attached hereto as Exhibit A to this Ordinance (the "Bond Purchase Agreement") is hereby adopted as to form; the Bond Purchase Agreement shall be accepted and the Series 1987 Bonds shall be awarded to the Underwriters at the prices and upon the terms and conditions stated in the Bond Purchase Agreement, pro- vided such prices, terms and conditions are in compliance in all respects with the conditions and limitations of Section 2 of this Ordinance. Subject to the foregoing, the Mayor or Vice Mayor, and the City Attorney as to the form of the Bond Purchase Agree- ment, are hereby authorized, empowered and directed, in the name and on behalf of the City, to execute and deliver the Bond Pur- chase Agreement in form substantially equivalent to the form attached hereto as Exhibit A, with such changes, additions and deletions as may be approved by the Mayor, the Vice Mayor or the City Manager, the execution of the Bond Purchase Agreement 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, addi- tions and deletions. Section S. The Cotrtission hereby approves the Trust Inden- ture attached to this Ordinance as Exhibit b (the *Trust Inden- ture"), securing the payment of the principal of and the interest on the Series 1987 bonds, including any redemption pretaium there- on, and any additional bonds that may be issued under the provi- Lions of the Trust Indenture, according to their tenor, purport and effect, securing the performance and observance of all the covenants, agreements, conditions and ,restrictions in and relat- ing to the Series 1987 Bonds, in form substantially equivalent to the form attached hereto as Exhibit B, and the Mayor or Vice Kayor, and the City Attorney as to the form of the Trust Inden- �.`ture, are hereby authorised, empowered and directed, in the name and on behalf of the City, to execute and deliver the Trust Indenture, with such changes, additions and deletions as shall be approved by the Mayor, the Vice Mayor or the City Manager, the execution of the Trust 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. Section 6. The Commission hereby approves the Escrow Deposit Agreement attached to this Ordinance as Exhibit C (the •Escrow Deposit Agreement"), creating an irrevocable trust fund • from a portion of the proceeds derived from the sale of the Series 1987 Bonds, which when invested, together with the inter- est earned thereon, Will be sufficient to effect the advance refunding of the Prior Bonds, in form substantially equivalent to the form attached hereto as Exhibit C, and the Mayor, the Vice - Mayor or the City Manager, and the City Attorney as to the form of the Escrow Deposit Agreement, in the name and on behalf of the City, are hereby authorized, empowered and directed to execute and deliver the Escrow Deposit Agreement, with such changes, additions and deletions as shall be approved by the Mayor, the j Vice Mayor or the City Kanager, the execution of the Esctow Deposit Agreement by the Mayor, the Vice Mayor or the City Manager and as to form by the City Attorney to be conclusive evi- dence of the approval of any such changes, additions and dele- tions. Section 7. The Commission hereby approves the Preliminary Official Statement attached to this Ordinance as Exhibit D (the "Preliminary Official Statement"), prepared in connection with .the offering of the Series 1987 Bonds to the public, in form sub- stantially equivalent to the form attached hereto as Exhibit D, with such changes, additions and deletions as shall be approved by the Mayor, the Vice Mayor or the City Manager, such approval to be evidenced by the execution of a certificate by the Mayor, the Vice Mayor or the City Manager and by the execution of an acknowledgement on such certificate by the City Attorney that the City Attorney has approved the Preliminary Official Statement as to form. In addition, the Commission hereby authorizes the prep- aration of the Official Statement to be used in the actual offer and sale of the Series 1987 Bonds to the public (the "Official Statement") and hereby approves the Official Statement, which shall be substantially in the form of the Preliminary Official Statement, with such changes, additions or deletions as shall be necessary and appropriate to reflect the terms of the sale of the Series 1987 Bonds by the City to the Underwriters and the terms of the resale thereof by the Underwriters to the public. The Commission hereby ratifies any prior use and distribution by the Underwriters of the Preliminary Official Statement and further approves future use by the Underwriters of the Preliminary Offi- cial Statement and the Official Statement in connection with the offering of the Series 1987 Bonds to the public and hereby authorizes the preparation and use by the Underwriters of any ". 8 r -- supple . Meht or amendment to the Official Statement Which is necet- sary to that the Official Statement does not include any untrue statementa a teria fact and does not gait to state A "terial fart necessary to RAke the statements contained therein, in light of the circumstances under which they were UAde, not iaitleading. The Official statement and any Supplement or amend - nett thereto shall be approved by the Xayorr the nice Mayor or the City Kanager and the city Attorney in the manner set forth above with respect to the Preliminary Official Statement. The Mayor► the Vice Mayor or the City Manager is nereny authorized, empowered and directed to execute the Official State- -went and any supplement or amendment thereto, after the official Statement or such supplement or amendment thereto has been approved as provided in this Section 7. Section G. The City Manager (or such Assistant City Manager as he shall designate) is hereby authorized, empowered and directed to designate and approve the bank(s) or trust company(s) that shall serve as the trustee, the paying agent, the bond registrar. and the escrow agent for the Series 1987 Bonds, and without need of further authorization of the Commission, such approval shall be in all respects binding upon the City. Section 9. 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 (includ- ing, but not limited to, the establishment of reserve funds or the procurement of a municipal bond insurance policy to secure the Series 1987 Bonds) as shall be necessary and appropriate to accomplish the refunding of all of the Prior Bonds pursuant to the terms of this Ordinance and pursuant to the terms of the agreements and instruments authorized to be executed and deliv- ered hereby and to accomplish the performance of the obligations r 9 - }fAd t of the City in respect thereof. The Mayor, the Vice Mayor or the City Manager is hereby authorized to ag_ a t-- Su .; requirements as may be imposed by the issuer of any municipal bond insurance phlicy or rating with respect to the Series 1981 Bonds as a con- dition of such credit enhancement or rating and are hereby authorized to amend such documents approved in this Ordinance as may be necessary to comply with such requirements. Section 10. 1f any section, paragraph, clause or provision of this Ordinance shall for any reason be held to be invalid or unenforceable, the invalidity or unenforceability of such sec- tion, paragraph, clause or provision shall not affect any remain- ing provisions of this Ordinance, but this Ordinance shall be •, construed and enforced as if such illegal or invalid provision or provisions had not been contained herein. Section 11. Any Ordinance inconsistent with this Ordinance is hereby repealed to the extent of such inconsistency. Section, 12. This Ordinance shall take effect immediately upon its adoption. Section 13. This Ordinance is hereby declared to be an emer- gency measure on the grounds of urgent public need for the pre- servation of peace, health, safety and property of the City and for the further reason set forth in the last recital of this Ordinance. The requirement of reading this Ordinance on two separate days is hereby dispensed with by a vote of not less than four -fifths of the members of the Commission. PASSED AND ADOPTED THIS 30TH DAY OF APRIL, 198,7` (SEA-1) -. XAVIER L. SJAkc 'Z, V.aycr ATTEST: t Ns T HIRAI, City C erk 10 �>'tC41 PREPARED AND APM)viD LY; -;Z, ROBERT F. CLARKt Chief Deputy City Attorney APPRO' * 'ED AS To rOgM ASO CORR L-C"I'Nts S t EUCIA A. DO*'GHERTY, City Attc.-ney I. Nflitt". 1Titai, Clcrlc or file (".itN of Mitimi, F101-i(III., eertiry 01:11 on file d. Iof . ,- ------ --- S mill 'i- v ;I 1) o III, il"'Ild and the official seal of said City this r, day of A. [Y'A9 Uty Clerk 10,14.58:1 It4Ttft-OPPICt MtMORANOUM T° Honorable Mayor and Members DATE: APR 2 11987 FILE: of the City Commission SU9.IECT: Agenda Item - Convention Center/Garage Advance Refunding Bonds FROM REFERENCES: Cesar H. Odio City Manager ENCLOSURES RECOMMENDATION: It is respectfully recommended that the attached Emergency Ordinance approving the issuance of Special Revenue Refunding Bonds, Series 1987, to finance the refunding of all the outstanding Convention Center and Parking Garage Revenue Bonds, dated July 1, 1980, and approving the terms and conditions associated with the sale, be approved. BACKGROUND: The attached Emergency Ordinance and attachments are submitted by the Finance Department for Commission approval for the purpose of authorizing the sale of City of Miami Special Revenue Bonds, Series 1987, to refund the currently outstanding City of Miami Convention Center/Parking Garage Bonds dated July 1, 1987. Submitted as attachments to this Ordinance are the Band Purchase Agreement and the Preliminary Official Statement. Additionally, the Ordinance authorizes the appointment of a Trustee, a bond registrar and paying agent and authorizes the offices of the City to take incidental actions necessary to accomplish the negotiated sale of the Bonds. cc: Law Department 10258, r � THE CIT'i ()F 'M11,�FLOR1DA SPECIAL RED; FNt?E REFUNDING BONDS, SERIES 19B7 BOND PURCHASE AGREEMENT 1a87 Honorable Mayor and Members of the City Commission of the City of Miami, Florida 3500 Pan American Drive Miami, Florida 33133 Dear Commissioners: Drexel Burnham Lambert Incorporated (the "Rep- resentative"), acting on behalf of itself and on behalf of the other underwriters named in the list attached as Schedule I hereto (the Representative and such other underwriters, collectively, the "Underwriters"), offers to enter into this Bond Purchase Agreement (the "Agreement") with you, the City of Miami (herein sometimes referred to as the "City"), which, upon the acceptance of this offer and the execution of this Agreement by the City, shall be in full force and effect in accordance with its terms and shall be binding upon the City and the Underwriters. This offer is made subject to your acceptance, by due enactment by the City Commission of the City of Ordinance No. on April 30, 1987 (the "Bond Ordinance") and execution of this Agreement, on or before 11:59 p.m., prevailing local time, on the date hereof, and, if not so accepted, will be subject to withdrawal by the Underwriters, upon oral or written notice to the City, at any time prior to the acceptance hereof by you. 1. Purchase of Bonds. Upon the terms and condi- tions and upon the basis of representations, warranties and agreements hereinafter set forth or referred to herein, the Underwriters, jointly and severally, hereby agree to pur- chase from the City for offering to the public $ aggregate principal amount of the City of Miami, Florida, Special Revenue Refunding Bonds, Series 1987 (the "Series 1987 Bonds"), and the City hereby agrees to sell to the Underwriters all but not less than all of the Series 1987 Bonds, the Series 1987 Bonds which pay interest semiannually to be sold to the Underwriters at a purchase price of $ (or % of the principal amount thereof) and the Series 1987 Bonds which pay interest only at maturity to be sold to the Underwriters at a purchase price of $ (or _ % of the principal amount thereof), i0258 16 with the agareaate cur_-hase price beJLra �_ Iu_i-,,e f- the Good Faith D e p o s i A ie reinaiter-e`_t:ad), _^aC _'ie terest On the Series 19920nds f ,m day of Clos:4rig (hereinafte- defined), r..a- ab e to .`-,e order of the Trustee (hereinafter defined) for the account cf the City, in immediately available federal funds. The Underwriters agree to make a bona fide public offering of substantially all of the Series 1987 fonds to the public at initial public offering prices not greater than (or -!*.elds not less than) the initial public offering prices or yields set forth in the Official Statement (hereinafter .def".ned); provided, however, that the Underwriters reserve t'ne right to make concessions to dealers and to change such inn al public offering prices as tale Underwriters shall deem neces- sary in connection with the marketing of the Series 1937 Bonds. 2. Good Faith Deposit. Delivered to the City herewith, as a good faith deposit, are New York Clearinghouse Funds payable to the order of the City in the amount of $ (the 'Good Faith Deposit"), as sacurity for the performance by the Underwriters of their obligation: to accept and pay for the Series 1987 Sonds at Closing in accordance with the provisions hereof. In the event you ac- cept thes offer, said New York Clearinghouse Funds may be negotiated by the City. At the Closing, the amount of such Good Faith Deposit shall be applied in partial payment of the purchase price of the Series 1987 Bonds. In the event you do not accept this offer, such Good Faith Deposit shall be immediately returned to the Underwriters. If th-e Underwriters fail (other than for a reason permitted hereunder) to accept and pay for the Series 1987 Bonds at the Closing as provided herein, the Good Faith Deposit, together with any interest earnings thereon, shall be retained by the City as and for full liquidated damages for such failure and for any and all defaults hereunder on the part of the Underwriters, and the retention of such amounts shall constitute a full release and discharge of all claims and damages for such failure and for any and all such defaults hereunder on the part of the Underwriters and the retention of a full release and discharge of all claims and damages for such failure and for any and all such defaults hereunder on the part of the Underwriters. In the event that the City fails to deliver the Series 1987 Bonds at the Closing, or if the City is unable at or prior to the Dsing Date to satisfy or cause to be satisfied the condition:; contained in this Agreement, or if the obligations of the Underwriters shall be terminated for any reason permitted by this Agreement, the City shall be obligated to make immediate payment to the Representative, for the account of the Underwriters, in the amount of the Good Faith Deposit, together with any interest earned thereon. 2 1.0258, 3. ,series -S7 Bo,<ds The �eri¢s �?B shall ue as described i:l 3,id sha11 ie -LSSued p1.1 r S'.la;:W to Chapter 1E6, Florida Statutes, as amended, and C her a-C! cable pro"v'isibns of law (co ec: i`,.e1y, t.lie "`��)+ acid secured under and pursuant to the Trust Indenture, Made and entered into by and between the City and Florida National Bank, Fort Lauderdale, Florida, (the "Trustee") dated as of May 1, 1987 (the "Trust Indenture"), The Series 1987 Bonus shall mature on such dates, and shall bear interest at such rates, as are set forth in Exhibit A attached hereto and made a part hereof. in connection with the public c�farirtg of the Series 1987 Bonds, the underwriters have delivered to the City a letter containing tine information required by Section 218.385, Florida Statutes, as amended, which letter is in the form attached hereto as Exhibit B. it. small be a condition of your obligation to sell and deliver the Series 1987 Bonds to the Underwriters, and the obligation of the Underwriters to purchase and accept delivery of the Series 1987 Bonds, that the entire aggregate principal amount of the Series 1987 Bonds shall be sold and delivered by you and paid for by the underwriters at the Closing. 4. Official Statement. As soon as practicable after the date hereof, and, in any event, prior to the Closing, the City shall deliver to the Underwriters (a) a reasonable number of printed copies of the final Official Statement (which term as used herein shall include the cover page and appendices contained therein), dated the :.late hereof, with respect to the Series 1987 Bonds (the "Official Statement") executed by the City in substantially the form attached hereto as Exhibit C. 5. Use of Documents. You hereby authorize and ratify the use by the Underwriters of the Preliminary Official Statement, dated (which, together with the cover page and all exhibits, appendices, reports and statements included therein is herein called the "Preliminary Official Statement"), prior to the date hereof, and authorize the use by the Underwriters of (a) the Trust Indenture, (b) the Official Statement, as the same may be modified, amended or supplemented upon mutual agreement of the City and the Representative (including any supplements or amendments thereto to be used in connection with the pu- blic offering and sale of the Series 1987 Bonds), and (c) any other documents related to the transactions contemplated in the Official Statement in connection with the public offering, sale and distibution of the Series 1987 Bonds. 6. Conditions Precedent Agreement by the Representative. At your acceptance of this Agreement, together with such reasonable number may request: 3 to Execution of this the time on or before you shall deliver to us of copies thereof as we 16258 N ( a.) A copy of the copy of the Preliminary show all changes toe of the City, dated May 1987 Bonds, the form o have been approved by th Official Statement (or a revised fficIaI Statement, marked to made in the Official Statement) 198-, relating to the Series I which Official Statement shall e City Commission of the City; (b) A certified copy of Ordinance No, amending Chapter 55, Article It of the Code of the City of Miami, Florida, as amended, with respect to public service taxes on telecommunications services (the "Public Service Tax Ordinance"), duly enacted by the City Commission of the City; and (c) A copy of the duly executed commitment from the Bond Insurer (hereinafter defined), in form and sub- stance satisfactory to the Representative and counsel to the Underwriters, to the effect that the Bond insurer shall issue the Bond Insurance Policy (hereinafter defined) for the Series 1987 Bonds, subject to the terms of such commitment. 7. Representations and Warranties of the City. The City represents and warrants to the Underwriters as follows: (a) At the time of Closing, the statements and in- formation contained in the Preliminary Official Statement was, other than as modified in the Official Statement, and the statements and information contained in the Official Statement will be, true, correct, com- plete and accurate in all material respects for the pur- poses for which their use is authorized, and the Official Statement contains on its date and will on the date of Closing contain no misstatement of any material fact or any untrue statement of a material fact, and the Official Statement does not on its date and will not on the date of Closing omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (b) When executed and delivered by the City in ac- cordance with the provisions of the Trust Indenture, the Series 1987 Bonds will have been duly authorized by the City, in the manner required under applicable law, executed, issued and delivered and will constitute valid and binding obligations of the City in conformance with the Bond Ordinance and the Trust Indenture. (c) The enactment by the City of the Bond Ordinance and the Public Service Tax Ordinance, and the execution and delivery by the City of this Agreement, the Trust Indenture, the Series 1987 Bonds, the Escrow 4 10258 Deposit Agreement, dated as of 1987, between Florida National Sank, i Fort %,audersae, Fr,:ya (the Escrow Agent") and the City ( the "Escrcw Teposit Agreement"), and all other aoeuments executed and delivered by the City in connection with the issuance of the Series 1987 Bonds (collectively, the "Bond Documents") and the compliance by the City with the provisions thereof will not in any material respect con- flict with or result in a breach or violation of any of the terms or provisions thereof, or constitute a default under any agreement or other instrument to which the City is a party or by which the City is bound, or any existing law, administrative regulation, court order or consent decree to which the City or its property is subject. (d) The City will furnish such information, exe- cute such instruments and take such other action in cooperation with the Underwriters as the Representative may reasonably request to (i) qualify the Series 1987 Bonds for offer and sale under the "blue sky" or other securities laws and regulations of such states and other jurisdictions of the United States of America as the Representative may designate and (ii) determine the eligibility of the Series 1987 Bonds for investment un- der the laws of such states and other jurisdictions and will use its best efforts to continue such qualifica- tions in effect so long as required for the distribution of the Series 1987 Bonds. This paragraph shall not, howevsr, require the City to submit to the jurisdiction of a court of any state other than Florida. (e) The Public Service Tax Ordinance has been duly adopted, shall have an effective date of July 1, 1987, and will not be supplemented or modified between the date of execution of this Agreement and its effective date. (f) Between the date of this Agreement and the time of Closing, the City will not execute any bonds, notes or obligations for borrowed money payable from the Trust Estate, as that term is defined in the Trust Indenture, other than the Series 1987 Bonds, without giving prior written notice thereof to the Underwriters. (g) The City is, and will be at the date of Closing, duly organized and validly existing as a munic- ipal corporation under the Constitution and laws of the State of Florida, with the power and authority set forth in the Act. (h) The City (i) has full legal power and authority to operate and maintain the Convention Center - Garage (as defined in the Trust Indenture) or to provide 5 16258 for the operation and ma.inte,iance therecf; to e%ta' i Is h And co11ect rates, rents and other c;arges in re=pe:t thereto and collect re-.-enles t::erefrorn as prow" ded _n the Trust Indenture, and t© perform all its CUlIC�3tiJIZs under tiie Trust Indenture, including, without limitation, the establishment with the Trustee of cer- tain reserve funds to be held under the Trust Indenture, paying expenses incurred in connection with the issuance of the Series 1987 Bonds, pledging the Net Revenues (as defined in the Trust Indenture) of the Convention Center -Garage and the Pledged Portion of the .-..b1ic Service Tax Revenues (as defined in the Trust Indenture) and covenanting, to the extent provided in the Trust Indenture, to make up any deficiencies in the amcunts required by the Trust Indenture from the Public Se., -,ice Tax revenues; to execute and deliver the Trust Indenture and no other authorization for the Trust Indenture is required; to enact the Bond Ordinance and the Public Service Tax Ordinance; to execute and deliver this Agreement and the escrow Deposit Agreement; to issue, sell and deliver the Series 1987 Bonds; and to carry out and consummate the transactions contemplated by the Trust Indenture and the Escrow Deposit Agreement and to comply with the terms and conditions set forth in the Hotel Agreement (the "Hotel Agreement"), the Tower Lease (the "Tower Lease"), the Ground Floor Lease (the "around Floor Lease") and the University Agreement (the "University Agreement") (as such terms are defined in the Preliminary Official Statement); (ii) has, in full farce and effect, all consents, approvals, permits or other actions by or filings with any governmental authority required for the execution hereof, and deliv- ery by the City of this Agreement, the Trust Indenture, the Escrow Deposit Agreement, and the continued perform- ance of the City under the Hotel Agreement, the Tower Agreement, the Ground Floor Lease and the University Agreement and, except as otherwise set forth in the Official Statement, for the performance by the City of the transactions contemplated thereby; (iii) represents that from the time of your acceptance hereof through the date of the Closing, except as contemplated by the Official Statement, the City will not incur any material liabilities, direct or contingent, or enter into any transaction that could adversely affect the transactions contemplated hereby, and there shall not have been any material adverse change in the condition, financial or physical, of the City other than changes in the ordinary course of business or in the normal operation of the facilities operated by the City that could adversely af- fect the transactions contemplated hereby; (iv) repre- sents that the execution and delivery by the City of the Trust Indenture, the Escrow Deposit Agreement and the Series 1987 Bonds, the compliance by the City with the provisions of this Agreement, the Hotel Agreement, the 6 1.0258 Tower Act.'eement, the Ground Floor ease and the Uni%ersity Agreement, and tnn ser_es j9:3i i7i:1�, ai:d 'iie cirryinc! out and coi;summatiorl 1_., the City of its ,bli.,a- tlons under such d'oC uxiients and instrui,ents and by tiie Official Statement '.will not=--nfiict with or L'^,i3t 1 t u.. a breach of or a default under any iaw, aiministrative _ regulation, court decree, instrLimeIit Or agreement to which the City is subject or by which the City or any of c its properties is bound; and (v) represents that the Hotel Agreement, the Tower agreement, the Ground Floor Lease and the University Agreement are legal, valid, binding and enforceable against the City in accordance with their terms, subject to bankruptcy, in So,i. etzcy, reorganization, moratorium or similar laws relating to - or affecting the enforcement of creditors' rights gen- erally and to the exercise of iudicial discretion in ac- cordance with general principles of equity. (i) if between the date of this Agreement and the date of Closing any event shall occur which, in the opinion of the City, would cause the Official Statement, as then supplemented or amended, to contain any untrue statement of a material fact or to omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, you shall notify the Representative, and if in the opinion of the City and the Representative such event requires the preparation and publication of a supplement or amendment to the Official Statement, you will at your expense supplement or amend the Official Statement in a form and in a man- ner approved by the Representative. (j) Except as disclosed in the Official Statement, to the best knowledge of the City, as of the date hereof, there is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, government agency, public board or body, pending or threatened against the City, affecting or seeking to prohibit, restrain or enjoin the sale, issuance or delivery of the Series 1987 Bonds or the collection of the Gross Revenues of the Convention Center -Garage (as such term is defined in the Trust Indenture) or the pledge of the Net Revenues of the Convention Center -Garage (as defined in the Trust Indenture) or the Pledged Portion of the Public Service Tax Revenues or contesting or affecting as to the City the validity or enforceability of the Act in any respect relating to authorization for the issuance of the Series 1987 Bonds, the Escrow Deposit Agreement, the Bond Ordinance or the Public Service Tax Ordinance, or contesting the tax- exempt status of interest on the Series 1987 Bonds, or contesting the completeness or accuracy of the Official Statement or any supplement or amendment thereto, or 7 10 258 5 contesting the powers of the City or its authority F-r the issuance of the Series 1987 Bonds, the adopt:-;:; �i the Bond Ordinance and the Public Tax ordinance, or the execution and delivery by the City cf this Agreement. S. Closin 4n the terms and conditions set _ forth in this Agreement, the Underwriters shall purchase all (and not less than all) of the Series 198? Bonds, and pay the purchase price of the Series 1987 Bonds, plus accrued interest from , 1987 to the date of Closing, as set forth in Section 1 hereof (less the amount of the Good — Faith Deposit, as set forth in Section 2 hereof), by irimrledi- ately available federal funds payable to the order of the City, and the City shall deliver to the Representative the aggregate principal amount of the Series 1987 Bonds. _ Closing (the "Closing") will be at the offices of Drexel Burnham Lambert Incorporated, 60 Broad Street, New York, New York 10004, on or before at 10:00 a.m. prevailing local time, or at such other place or other date or time as may be agreed upon by the parties hereto. The Series 1987 Bonds will be delivered as registered bonds in such names as the Representative shall direct, in writing, not less than 72 hours before Closing. The Series 1987 Bonds will be delivered by the City in New York, flew 'Fork, in definitive form, and will be made available to the Representative for inspection and packaging at least 24 hours before Closing. 9. Conditions of Closing. The Underwriters have entered into this Agreement in reliance upon the representa- tions and warranties of the City herein contained and the performance by the City of its obligations hereunder both as of the date hereof and as of the time of Closing. The obli- gations of the Underwriters hereunder are subject to the following conditions: (a) At the time of the Closing, (i) the Bond = Documents and any other documents deemed necessary in connection with the issuance of the Series 1987 Bonds shall be in full force and effect and shall not have been amended, modified or supplemented in any material respect prior to the Closing, except as may have been agreed to in writing by the City and the Representative, and the City shall have duly adopted and there shall be in full force and effect such additional resolutions, or ordinances or agreements as shall, in the opinion of Lucia A. Dougherty, City Attorney of the City, ("Counsel to the City,"), Greenberg, Traurig, Askew, Hoffman, Lipoff, Rosen & Quentel, P.A., Miami, Florida, as Bond Counsel (the "Bond Counsel"), the Representative and counsel to the Underwriters, be necessary in connection with the issuance of the Series 1987 Bonds; (ii) the re- presentations and warranties of the City herein shall be 8 10258 t trle and accurate in all material respects and (iii) the City shall perform or have perfcrimed all obligati ins required tinder or specified in this Agreement to be per- formed at or prior to the Closing. (b) At or prior to the dosing, the Representati,*e shall have received the following documents: (i) The unqualified approving opinion of Bond Counsel, dated the day of Closing, substantially in the form appended to the Official Statement as Appendix A — and a letter of such Bond Counsel, dated the date of Closing and addressed to the Representative on behalf cf, the Underwriters, to the effect that the foregoing opin- ion addressed to the City may be relied upon by the Underwriters to the same extent as if such opinion were addressed to them. (ii) A supplemental opinion of Bond Counsel, dated the date of the Closing and addressed to the Representative on behalf of the Underwriters, to the ef- fect that (A) the Series 1987 Bonds are not sub- ject to tie registration requirements of the Securities Act of 1933, as amended, and the Trust Indenture is exempt from qualification as a Trust Indenture pursuant to the Trust Indenture Act of 1939, as amended; (B) the statements contained in the Official Statement under the captions "Purpose," "Description of the Series 1987 Bonds," "Security for the Series 1987 Bonds," "Revenues of the Convention Center -Garage," "Pledged Portion of Public Service Tax Revenues," "Covenants Concerning Public Service Tax Revenues," "Certain Provisions of the Trust Indenture," "Tax Exemption," "Original Issue Discount" and "Appendix F-Summary of Legal Instruments" are correct in all material respects, and nothing has come to its attention which would lead Bond Counsel to believe that the information under such headings of the Official Statement con- tains an untrue statement of a material fact or that such sections taken collectively omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading, it being understood that in render- ing such opinion, Bond Counsel shall not be required to express an opinion with respect to other sections of the Official Statement and finan- cial statements and other financial or statistical data included under any caption or in any appendix 0 10 258 of the Official Statement including any can n recited earlier in this clause (5); (C) the Tien of the City of Miiami, Florida Convention Center and Parkina Caraae Revenue Bonds originally issued on August "I, 1980 (the "Prior Bonds"), on the trust estate securing _ the Prior Bonds has been defeased in accordance with the terms of the trust indenture securing the Prior Bonds; (D) this Agreement, the Trust Indenture and the Escrow Deposit Agreement have been duly authorized, executed and delivered by the City and constitute valid and binding agreements between the parties thereto, enforceable in accordance with their terms, subject, as to enforcement, to appli- cable bankruptcy, moratorium, or other similar laws relating to the enforcement of creditors' rights; (E) the Trust Indenture, the Series 1987 Bonds, the Escrow Deposit Agreement, the :Motel Agreement, the TC Agreement and the University Agreement conform in all material respects with the terms and provisions thereof as set forth in the Official Statement; and (F) the interest on the Series 19S7 Bonds is excluded from gross income for federal in- come tax purposes through the application of Section 1313(b) of the Tax Reform Act of 1986. (iii) A certificate or certificates, dated the date of Closing, signed by the Mayor or Vice Mayor, the City Manager and the Director of Finance of the City, in form and substance satisfactory to Bond Counsel, the Representative and counsel to the Underwriters, in which such officials, to the best of their knowledge, state: (A) that the representations and agreements of the City herein contained are true and correct in all material respects as of the Closing, that the City has satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing, and that the informa- tion and statements with respect to the City, in- cluding with respect to the Convention Center -Garage, contained in the Official Statement is true, correct and complete in all material respects for the purposes for which such Official Statement is to be used, and nothing has come to their attention that would lead them to believe that such information in the Official Statement does not include any untrue statement of a material 10 10258 5 r7i fact or omit to state a mnaterial fact necessary to make the statements therein, in the light. of the circumstances under '.which the l 'were made, r.ot misleading; (8) that no e*.=ent affecting the City has occurred since the date of the Official Statement which should be disclosed in the Official Statement for the purposes for which it is to be used or which it is necessary to disclose therein in order to make the statements and information therein not misleading in any material respect; (C) that the financial statements and the other financial and statistical data relating to the City included in the Official Statement are true and correct as of the date of such certificate. (iv) An opinion, dated the day of Closing, of the City Attorney (or in the case of clause (H) below, other counsel acceptable to the Representative and coun- sel to the Underwriters), addressed to the City and to the Underwriters, in form and substance satisfactory to the Representative and counsel to the Underwriters to the effect that: (A) the City is a municipal corporation of the State of Florida, duly organized and validly existing and has full legal right, power and authority to adopt and perform its obligations un- der the Bond Documents, and to authorize, execute and deliver and to perform its obligations under this Agreement, (B) the City has duly authorized, exe- cuted and delivered the Bond Documents, and assum- ing the due authorization, execution and delivery of the Bond Documents by the other parties thereto, such instruments constitute legal, binding and valid obligations of the City, enforceable in ac- cordance with their respective terms; provided, however, the enforceability thereof may be subject to bankruptcy, insolvency reorganization, mora- torium and other similar laws affecting creditors' rights generally and subject, as to enforceability thereof, to the exercise of judicial discretion in accordance with the general principles of equity, (C) with respect to the information in the Preliminary Official Statement and the Official Statement, including, without limitation, the statements contained under the heading "Litigation" and under the headings "Summary of Hotel 11 1625 8 91, Agreement, " "S11 ;;nary of UIliversi ty Agreement, " "Summary of er Leatie" and "S-u marl of Floor Lease" as Ac endix "F thereto, and based upon participat7o11 i21 the preparati3n of the f Statement and uIne Official Preliminary �-f..�cial Statement, Counsel to _-he City has no reason to believe that the Official Statement contains an un- true statement of a material factor omits to state a material fact reouired to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading, (D) the Official Statement has been duly authorized, executed and delivered by the City, and Mob. - the City has consented to the use of the Preliminary Official Statement and the Official Statement by the Underwriters, (E) the adoption of the Bond Ordinance and the Public Service Tax Ordinance and the authorization, execution and delivery of the Bond Documents and the Series 1987 Bonds, and compliance with the provisions hereof and thereof, gill not conflict with, or constitute a breach of or default under any law, administrative regulation, consent decree, ordinance, resolution or any agreement or other instrument to which the City was or is subject, as the case may be, nor will such enactment, adoption, execution, delivery, authori- zation or compliance result in the creation or im- position of any lien, charge or other security in- terest or encumbrance of any nature whatsoever upon any of the property or assets of the City, except — as set forth in the Official Statement, or under the terms of any law, administrative regulation, ordinance, resolution or instrument except as ex- pressly provided by the Bond Ordinance, (F) all approvals, consents, authoriza- tions and orders of any governmental authority or agency having jurisdiction in any matter which would constitute a condition precedent to the per- formance by the City of its obligations hereunder and under the Bond Ordinance, the Public Service Tax Ordinance, the Trust Indenture and the other Bond Documents have been obtained and are in full force and effect, and the Public Service Tax im- posed by the Public Service Tax Ordinance will go into effect on July 1, 1987, with no further action by the City, the City Commission or any other party, 12 IWas 8 (G) the City is lawfully emroWe:-ed to pledge and grant a lien or, the Net Re%-enues of t ,e Convention Center -Garage and the Pledged Porbell c4 the 'Public Ser%lice Tax Revenues under and pursuant to the 'trust Indenture, and the Series 1987 Bonds are valid, binding and enforceable, in accordance with their terms, subject to bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or affecting the enforcement of creditors' rights generally and to the exercise of judicial discretion in accordance with general principles of equity, (H) the status of title of the fee sim- ple estate upon which the Convention Center -Garage is situated has not been materially affected or al- tered subsequent to the effective date of issuance of the Owner's Title Insurance Policy issued to the City in connection with the issuance by the City of the Prior Bonds (as defined in the Official Statement) (which opinion may be provided to the City and the Underwriters by special counsel to the City who may rely, in rendering such opinion, on ) I (I) except as disclosed in the Official Statement, as of the date of such opinion, there is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, government agency, public board or body (State or federal), pending or, to the knowledge of the City Attorney, threatened against the City, (1) affecting the corporate existence of the City or the title to office of any officer of the City or affecting or seeking to prohibit, restrain or enjoin the sale, issuance or delivery of the Series 1987 Bonds or the application of the proceeds thereof, or contesting or affecting as to the City the validity or performance of, or in any respect relating to, the Series 1987 Bonds, the Bond Ordinance, the Public Service Tax Ordinance, this Agreement, the Escrow Deposit Agreement, the Trust Indenture, the Hotel Agreement, the Tower Lease, the Ground Floor Lease, the University Agreement, or the collection of the Gross Revenues of the Convention Center -Garage or the pledge of the Net Revenues of the Convention Center -Garage and the Pledged Portion of the Public Service Tax Revenues under the Trust Indenture, or contesting the exclu- sion from gross income for federal tax purposes of interest on the Series 1987 Bonds, or contesting the completeness or accuracy of the Official Statement or any supplement or amendment thereto or contesting the powers of the City or any authority 13 JL0 258 for the issuance of the Series 1987 Scnds, the Trust .ndent.ire, the "10tel ACTreei-nent, the ",, el - Lease, the : round Flccr ease, `t;e sity Agreement, the adoptitn of the Bend 0rJinatice or the Public Ser*:'L:e Tart Ordinance, or the execution and delivery y the City of this Agreement; or (2) involving any of the property or assets :.ender the control of the City that involves the possibil- ity of any judgment or uninsured liability that would result in any material adverse chancre it-i the business, properties, assets or the condition, financial or otherwise, of the City which could ad- versely affect the transactions contemplated hereby, other than routine litigation of the type which normally accompanies the operation of facili- ties such as the Convention Center -Garage, (J) if the Public Service Tax Ordinance were held void or invalid, or if the levy of the Public Service Tax imposed by Section 166.231(9)(a)(2), Florida Statutes, were held un- constitutional or invalid for any reason, so long as the imposition of the Public Service Tax under Section 166.231(9)(a)(1), Florida Statutes, were not also held unconstitutional or invalid, the Public Service Tax imposed by Section 166.231(9)(a)(1), Florida Statutes and Chapter 55 of the City Code prior to the adoption of the Public Service Tax Ordinance will retrain in full force and effect, (v) A certificate, dated the date of Closing, by the Mayor or Vice Mayor, the City Manager and the Director of Finance of the City, to the effect that (1) the Net Revenues of the Convention Center -Garage, the Pledged Portion of the Public Service Tax Revenues and the revenues of the Public Service Tax (as defined in the Preliminary Official Statement) are not, as of the date of the Closing, pledged to the payment of any obligations of the City other than the Series 1987 Bonds or for any other purpose except as disclosed in the Official Statement, and (2) the City has validly coven- anted that it will not authorize or issue any bonds pur- suant to provisions of Ordinance 7066 of the City or otherwise payable from the Pledged Portion of the Public Service Tax prior to the Series 1987 Bonds so long as any bonds secured under the provisions of the Trust Indenture are outstanding; (vi) A Certificate, dated the date of the Closing by the Project Director of the Convention Center -Garage approved by the City Manager, to the ef- fect that the information contained in the Official Statement relating to the Convention Center -Garage, the 14 :10258 Motel and the Trade Center is true and correct i;Z all material respects and n=othit,q has colne to his attent : n which would lead him to beIie,.'e that ti,e U4ii-c I a Statement contains an untrue Statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading, which Certificate shall be in form and substance accen table to the Representative and counsel to the Underwriters; (vii) The municipal bond insurance policy from Municipal Bond Investors Assurance Corporation (the "Bond Insurer") guaranteeing the scheduled payment of the principal and interest, when due, on the Series 1987 Bonds, consistent with the description thereof in the Official Statement. (viii) A certificate of the Bond Insurer, dated the date of Closing, addressed to the Underwriters in form and substance satisfactory to the Representative and counsel to the Underwriters, to the effect that (1) the Bond Insurer is duly qualified to do business in the State of Florida; and (2) the Bond insurer has full corporate power and authority tD execute and deliver the Bond Insurance Policy for the Series 1987 Bonds, and the Bond Insurance Policy has been duly authorized, executed and delivered by the Bond Insurer and constitutes a legal, valid and binding obligation of the Bond Insurer enforceable in accordance with its terms, and the state- ments in the Official Statement under the heading "Insurance on the Series 1987 Bonds" and in Appendix "C" thereto are correct in all material respects and do not omit any statement which should be included therein and such statements fairly and accurately describe the Bond Insurer. (ix) Evidence of insurance required by the Trust Indenture, the Hotel Agreement, the Tower Lease and the Ground Floor Lease to be in effect on the date of Closing, which evidence may consist of a certificate of the issuer of such insurance. (x) A report in form and substance satisfac- tory to the Representative and counsel to the Underwriters, dated the date of the Closing from Coopers & Lybrand, independent certified public accountants, verifying the accuracy of (1) the mathematical computa- tions of the adequacy of the maturing principal amounts and interest of the United States government obligations to pay, when due, the principal of and interest on the Prior Bonds (as defined in the Trust Indenture) and to redeem the Prior Bonds, (2) schedules furnished to such firm showing the outstanding principal amount, interest 15 1025 8 rates and redemption provisicns of the rrior, Ecnds schedules to be .'e.7i�_ed by :e%*Iew of the o'i gi nal source documents), and (3) the mat,lemat-4=al czmputati�nns support-ing the conclusion that t1ne Series 19877 fonds are not "arbitrage bonds" '_ender Section :S cf the internal revenue Code of 1986, and tale regulati=s prescribed or proposed thereunder. (xi) The written approval of Coopers & Lybrand of the use of its report in the Preliminary Official Statement and the Official Statement in "Appendix (- Financial Section of the Comprehensive annual Pinanclal Report" and the use of their name therein and a :.otter to the effect that, based on their review of -_he Official Statement and of minutes of the meetings of the City Commission and their discussions with officials of the City responsible for accounting and financial matters, nothing has come to their attention that-ndi- cates that there has occurred any material chancres or decreases in the Net Revenues of the Conventlon Center -Garage or the Pledged Portion of the '.Public Service Tax Revenues between the date set forth in its report attached as Appendix "I" to the Official Statement and a date no more than 5 days prior to the date of closing, except for changes or decreases that the Official Statement discloses had occurred or may oc- cur and that the information in the tables entitled "Operating Revenues and Expenses of the Convention Center -Garage," "Telephone and Telegraph Tax Revenues" and "Public Service Tax Revenues" contained in the Official Statement was compared with audited and unau- dited financial information of the City and found to be in agreement. (xii) A certificate, dated the date of Closing, executed, acknowledged and delivered by a duly authorized officer of the University of Miami (the "University") in recordable form to the effect that the University Agreement remains unmodified and in full force and effect (or, if modified that the same as modi- fied remains in full force and effect), that the University is not in default thereunder and certifying the date to which rent and other charges payable by the University thereunder have been paid in advance and stating whether or not to the best knowledge of the University, the City is in default in the performance of any of its obligations under the University Agreement, and, if so, specifying each such default of which the University has knowledge. (xiii) A certificate, dated the date of Closing, executed, acknowledged and delivered by a general part- ner of Miami Center Associates, Ltd. (the "Hotel Developer") in recordable form to the effect that the 16 1.0258 Hotel Agreement regains unmodified and in full forC9 aIid effect (or, if mcdifie'..i, that the same as :ncdiiied remains ill fall force and effect) , thhat the ?otel Developer is duly organized, in good standing, and validly existing in the State of Florida, that the Hotel Developer is not in default thereunder and setting forth the dates to which rent and other charges payable by the Hotel Developer thereunder have been paid in advance and stating whether or not to the best knowledge of the Hotel Developer, the City is in default in the Perform- ance of any of its obligations under the cte1 Agreement, and, if so, specifying each such default of which the Hotel Developer has knowledge. (xiv) A certificate dated �.7e t r date o� the .e Closing, by a general partner of C.P. Tower, Ltd. ("C. P."), to the effect that the Tower Lease is unmodi- fied and in full force and effect (or if there have been modifications, that the same are in full force and el- fect as modified and stating the modifications), that C.P. is duly organized, ;validly existing and in good standing in the State of Florida and not in default, certifying the dates to which the Rent (as defined in the Tower Lease) and other charges thereunder have been paid and stating whether or not the City is in default in performance of any of its obligations under the Tower Lease, and, if so, specifying each such default of which C. P. has knowledge. (xv) A certificate, dated the date of the Closing, by a duly authorized officer of CenTrust Realty and Construction Company ("CenTrust Realty"), to the ef- fect that the Ground Floor Lease is unmodified and in full force and effect (or if there have been modifications, that the same are in full force and ef- fect as modified and stating the modifications), that Centrust Realty is duly incorporated, validly existing and in good standing in the State of Florida and is not in default, certifying the dates to which the Rent (as defined in the Ground Floor Lease) and other charges thereunder have been paid and stating whether or not the City is in default in performance of any of its obliga- tions under the Ground Floor Lease, and, if so, spe- cifying each such default of which CenTrust Realty has knowledge. (xvi) Copies of Florida good standing certifi- cates as of a current date for the University, the Hotel Developer, C.P. and Centrust Realty. (xvii) An opinion of counsel to or certificate of an officer of the Escrow Agent, dated the date of Closing and addressed to the Underwriters, to the effect that (1) the Escrow Agent is duly incorporated and 17 162SF validly existing in good standing under the laws of the United States as a bank, with full power and authority (corporate and other) to conduct its business and af- fairs as escrow Agent, (E) the Escrow agent has full right, power and authority to enter into the Escrow Deposit agreement and to perform its obligations under, and carry out and consummate all of the transactions contemplated by the Escrow Deposit :agreement, (3) the Escrow Deposit Agreement has been duly authorized, exe- cuted and delivered by the Escrow Agent, and assuming the due authorization, execution and delivery by the City of such instrument, the Escrow Deposit Agreement constitutes a legal, valid and binding obligation of the Escrow Agent enforceable in accordance with its terms, and (4) the execution and delivery by the Escrow :agent of the Escrow Deposit Agreement is not, and the perform- ance of its obligations thereunder will not be, incon- sistent with its charter or bylaws, do not and will not contravene any law, governmental rule or regulation, judgment or order applicable to it, and does not and will not contravene any provision of, or constitute a default under, any indenture, mortgage, contract or other instrument to which it is a party or by which it is bound or require the consent or approval of, the giv- ing of notice to, the registration with or the taking of any action in respect of or by, any governmental authority or agency of the United States or the State of Florida, or any subdivision or agency thereof, except such as have been obtained, given or accomplished. (xviii) Letters of rating agencies evidencing that Moody's Investors Service, Inc., has issued an "Aaa" rating for the Series 1987 Bonds and that Standard & Poor's Corporation has issued an "AAA" rating for the Series 1987 Bonds. (xix) An opinion of counsel to the Bond Insurer, dated the date of Closing and addressed to the Underwriters, to the effect that (1) the Bond Insurer is a stock insurance corporation validly existing and in good standing under the laws of the State of New York and qualified to do business therein and is licensed and authorized to issue its policy of municipal bond in- surance on the Bonds (the "Bond Insurance Policy") under the laws of the State of Florida; (2) the Bond Insurance Policy is valid and binding upon the Bond Insurer and enforceable in accordance with its terms, subject to ap- plicable laws affecting creditors' rights generally; (3) the Bond Insurer, as an insurance company, is not eligible for relief under the federal bankruptcy laws; any proceedings for the liquidation, conservation or rehabilitation of the Bond Insurer would be governed by the provisions of the insurance law of the State of New York; and (4) the statements described in the Official 18 1Q.�5� i Statemett relating to the otid Insurer and t)le 2'1hd Insurance Policy accurately and fairly present the suM mary inf crmation set forth t.;erein and do not cmi.t any material fact with respect to the description of the pond Insurer relative to the rateriai ems of t:ie Bond insurance Policy or the ability of the Bond Insurer to meet its obligations under the Bond Insurance Policy. (xx) Such additional certificates, instruments or opinions as Counsel to the City, Bond Counsel or the Underwriters and their counsel may deem necessary or desirable. 9. Termination. The Underwriters, thiough the Representative, may terminate this agreement by notification _ to the City, if at the time of or prior to the Closing _ (a) legislation shall be enacted by the Congress of the United States or adopted by either the United States Senate or House of Representatives or recommended by the President of the United States to the Congress for passage or favora- bly reported for passage to either House of Congress by any committee of the House and Senate or a decision by a Court of the United States Tax Court shall be rendered or a ruling, regulation or official statement by or on behalf of the Treasury Department of the United States, the Internal Revenue Service, or other governmental agency shall be made, with respect to federal taxation upon interest on the Series 1987 Bonds or other action or events shall have occurred which have the purpose or effect, directly or indirectly, of materially adversely affecting the federal income tax conse- quences of any of the transactions contemplated in connec- tion herewith, and in the reasonable opinion of the Representative, materially adversely affects the market for the Series 1987 Bonds or the sale by the Underwriters of the Series 1987 Bonds; or (b) legislation shall be enacted or any action shall be taken by the Securities and Exchange Commission which, in the reasonable opinion of the Representative and counsel to the Underwriters, has the ef- fect of requiring the contemplated distribution of the Series 1987 Bonds to be registered under the Securities Act of 1933, as amended, or the Ordinance and the Trust Indenture, to be qualified under -the Trust Indenture Act of 1939, as amended, or there shall exist a stop order, ruling or regulation by the Securities and Exchange Commission the effect of which is that the issuance, offering or sale of the Series 1987 Bonds, as contemplated hereby or by the final Official Statement, is in violation of any provision of the Securities Act of 1933, as amended and as then in effect, or of the Securities Exchange Act of 1934, as amended and as then in effect, or that the Trust Indenture is not exempt from qualification pursuant to the Trust Indenture of 1939, as amended and as then in effect; or (c) there shall exist any event which in the reasonable judgment of the Representative either (i) makes untrue or 19 16258 incorrect in any material respect any statement or infcrma- lion contallled in the Official talement or ( ii ) is not rem fleeted in 'lie Official Stateme,z 'but mould be rei ected therein or in an attachment thereto in order to ,i,ake any material statements and information contained therein not misleading in any material respect; or (d) there shall have occurred any new outbreak of hostilities or other national or international calamity or crisis, the effect of such outbreak, calamity or crisis on the financial markets or the United States being such as to materially adversely affect the marketability of the Series 1987 Bends; or (e) thhere shall be in force a general suspension of trading on the New York Stock Exchange or minimum or maximum prices for tra'3'ng shall have been fixed and be in force, or maximum ranges for prices for securities shall have been required and be in force on the New York Stock Exchange whether by virtue of a determination by the New York Stock Exchange or by order of the Securities and Exchange Commission or any other govern- mental authority having juriidiction; or (f) a general "rank- ing moratorium shall have been declared by either Federal, Florida or New York authorities having jurisdiction and be in force the effect of which on the financial markets of the United States is such as, in the reasonable judgment of the Representative, would materially adversely affect the market for the Series 1987 Bonds or the sale by the Underwriters of the Series 1987 Bonds; or (g) any litigation shall be insti- tuted or be pending at Closing, to restrain or enjoin the issuance, sale or delivery of the Series 1987 Bonds, or in any way contests or affects any authority for the validity of the Series 1987 Bonds or any of the Bond Documents, the pledge or application of any moneys or securities provided for the payment of the Series 1987 Bonds, or the existence or powers of the City; or (h) the Underwriters have been ad- vised that the Bond Insurer has revoked its commitment to issue the Bond Insurance Policy on the Series 1987 Bonds or that Moody's Investors Service, Inc. or Standard & Poor's Corporation has announced that bonds insured by the Bond Insurer are no longer rated Aaa and AAA respectively; or (i) the City has, without prior written consent of the Underwriters, offered or issued any bonds, notes or other obligations for borrowed money, or incurred any material li- ability direct or indirect in either case payable from the Gross Revenues of the Convention Center -Garage or of the Pledged Portion of Public Service Tax Revenues, or there has been an adverse change of a material nature in the financial position, results or operation or condition, financial or otherwise, of the Convention Center -Garage in either case other than in the ordinary course of its business, which change could adversely affect the transactions contemplated hereby. If the City shall be unable to satisfy the condi- tions to the obligations of the Underwriters to purchase, to accept delivery of and to pay for the Series 1987 Bonds con- 20 1Q:*58 11 tained in this Agreement and tlhe Underwriters do not such inability in Writing, or if "lie obligations of -i-.e Underwriters shall be terminated for any reason permitted by this Agreement, this Agreement shall be terminated and neither the Underwriters nor the City shall have any further obligations hereunder, except as provided in Sections 10 and 11 hereof. However, the Representative may, in its discretion, waive, by written notice, one or more of the conditions imposed by this Agreement and proceed with the Closing. 10. Bxenses. (a) The Underwriters shall be under no obligation to pay, and the City shall pay, all expenses incident to the performance of the City's obligations under this Agreement, including, without limitation, (i) the cost of preparation and printing of the Official Statement (including any Preliminary Official Statements, or amendments or supplements thereto), (ii) the cost o= the preparation, printing and execution of the Series 1987 Bonds, (iii) the fees and disbursements of Bond Counsel and counsel to the City, (iv) the fees and disbursements of the Trustee, the Bond Registrar, the Paying Agent, the City's Financial Advisor, the City's independert pu- blic accountants, and of any other experts, advisors or consultants retained to assist the City, (v) fees for bond ratings, (vi ) the fees and expenses of the Escrow Agent, as defined in the Escrow Deposit Agreement, (vii) the cost of the verifications required hereunder, (viii) the cost of obtaining the Bond Insurance on the Series 1987 Bonds from the Bond Insurer, (ix) the cost of reproducing all necessary copies of the Trust Indenture, and (x) all travel and other out-of-pocket expenses of the City's staff and officials as incurred in connection with the Closing; all such expenses to be paid by the City as issuance costs, as permitted under the Bond Ordinance and the Trust Indenture. (b) The Underwriters shall pay (i) all underwrit- ing and advertising expenses in connection with the pu- blic offering and distribution of the Series 1987 Bonds, (ii) the fees and disbursements of Holland & knight, Miami, Florida, Mudge Rose Guthrie Alexander & Ferdon, New York, New York, and Vincent P. McGhee, P.A., Miami, Florida, counsel to the Underwriters, (iii) the cost of preparation and printing of the blue sky memorandum, and Legal Investment Survey, (iv) the cost of the prepara- tion and printing of any agreement among underwriters or selling group agreement and this Agreement, and (v) all travel and out-of-pocket expenses of the Underwriters. 11. Survival of agreements, representations 21 Contract. The respective and warranties and other 1.0258 statements of the City, the Representative and their respective officials, officers and partners set forth in, or made pursuant to, this Agreement cri 11 remain in full force and effect regardless of any iIi':estigation, or statement as to the results therec.f, made by or on behalf of the City, the Representative or any of their respective officials, officers, partners or directors or any controlling person, and will survive delivery of and _ payment for the Series 1987 Bonds. 12. Benefit. The agreement is made for the bene- fit, of the parties hereto (including the successors or assigns of the Representative). No other person shall acquire or have any rialzt hereunder or by virtue hereof. 13. Execution in Counterparts. The Agreement may be executed in any number of counterparts, all of which taken together shall be one and the same instrument, and any parties hereto may execute this Agreement by signing any such counterpart. The execution of this Agreement has been duly authorized by the Commission of the City, and the Commission has delegated the authority for exe- cution of this Agreement to the Mayor or ,'ice Mayor. 14. Notices. Any notices or other communications to be given to the City under this Agreement may be given by mailing the same to the Manager of the city of Miami, Florida at 3500 Pan American Drive, Miami, Florida 33131 and any such notice or other communication to be given to the Underwriters may be mailed to the Representative, Drexel Burnham Lambert Incorporated, 60 Broad Street, 7th Floor, New York, New York 10004, Attention: Senior Vice -President, Public Finance Department. 15. Severability. The invalidity or unforceabil- ity of any provision of this Agreement as.to any one or more jurisdictions shall not affect the validity or en- forceability of the balance of this Agreement as to such jurisdiction or jurisdictions, or affect in any way such validity or enforceability as to any other jurisdiction. 16. Waiver or Modification. No waiver or modifi- cation of any one or more of the terms and conditions of this Agreement shall be valid unless in writing and signed by the party or parties making such waiver or agreeing to such modification. 22 10258 4 nJ 1 Governinq Law. This bai:eement shall Le co -.— erred by and construed in accordance with the laws of ti:e State of Florida. ACCEPTED, -- local time on 1981, [SEAL] Attest: By. City Clerk 282780001bpa:113 Very truly yours, DREXEL BURNHAM LAIMBERT INCORPORATED, for itself and as Representative of the Underwriters By: Vice President THE CITY OF MIAMI , FLORIDA By: 23 ayor ia:.S8. SCC7uDVL8 1 LIST OF UNDERMZITEPS: 1. Drexel Burnham Lambert Incorporated 60 Broad Street New York, New York 10004 2. Daniels & Bell, Inc. 99 Wall Street New York, New York 10005 3. M Securities Investment, Inc. 1390 Brickell Avenue, Suite 201 Miami, Florida 33131 282780001bpa:113 24 1.0258 1 0 EXHIBIT 'Wt Maturity Dates and interest Rates With Respect to Series 1987 Bonds a EXHIBIT B Form of Letter Pursuant to Section 218.385, Florida Statutes [LETTERHEAD OF DREXEL, BURNHAM LAMBERT INCORPORATED] 1987 Honorable Mayor and Members of the City Commission of the City of Miami, Florida 3500 Pan American Drive Miami, Florida 33133 Re: City of Miami, Florida, Special Revenue Refunding Bonds, Series 1987 Dear Commissioners: In connection with the proposed issuance by the City of Miami, Florida (the "Issuer"), of $ principal amount of the Special Revenue Refunding Bonds, Series 1987, referred to above (the "Series 1987 Bonds"), Drexel Burnham Lambert Incorporated, Daniels & Bell, Inc. and M Securities Investment, Inc. (the "Underwriters") are preparing to underwrite a public offering of the Series 1987 Bonds. Arrangements for underwriting the Series 1987 Bonds will include a Bond Purchase Agreement between the Issuer and the Underwriters that will embody the negotiations in respect thereof. The purpose of this letter is to furnish, pursuant to the provisions of Section 218.385(4), Florida Statutes, as amended, certain information in respect of the arrangements contemplated for the underwriting of the Series 1987 Bonds as follows: (a) The nature and estimated amounts of expenses to be incurred by the Underwriters in connec- tion with the purchase and reoffering of the Series 1987 Bonds are set forth in Schedule I attached hereto. (b) There are no "finders", as defined in Section 218.386, Florida Statutes, as amended, con- nected with the issuance of the Series 1987 Bonds. JLG258 4 5 Honorable Mayor and Members of the City Commission 11987 'Page 2 (c) Subject to the outcome of negotiations of the terms of the Bond Purchase Agreement and to the successful sale by the Underwriters of all the Series 1987 Bonds at the initial public offering price, it is our expectation that based on current market conditions, the under- wtiting spread (i.e., the difference between the price at which the Series 1987 Bonds will be initially offered to the public by the Underwriters and the price to be paid to the Issuer for the Series 1987 Bonds, exclusive of accrued interest in both cases) will be _' of the principal amount of the Series 1987 Bonds. (d) Based on and as part of the estimated under- writing spread set forth in paragraph (c) above, the Underwriters will charge a manage- ment fee of of the principal amount of the Series 1987 Bonds. (e) There is no other fee, bonus or other compen- sation to be paid by the Underwriters in con- nection with the issuance of the Series 1987 Bonds to any person not regularly employed or retained by the Underwriters, except as spe- cifically enumerated as expenses referred to in paragraph (a) above to be incurred by the Underwriters as set forth in Schedule I at- tached hereto. (f) The name and address of the Underwriters are set forth in Schedule II attached hereto. We understand that you do not require any further disclosure from the Underwriters pursuant to Section 218.385(4), Florida Statutes, as amended. Very truly yours, DREXEL BURNHAM LAMBERT INCORPORATED DANIELS & BELL and M SECURITIES INVESTMENT, INC. By: DREXEL BURNHAM LAMBERT INCORPORATEL By: Vice President 282780001exBbpa:113 1 0258 SCHEDULE t EST! \1ATED EXPENS� S (based on $ issue size) ITEIM Cost of Day Loan $ Cusip Registration Number on Series 1987 Bonds Cost of Federal Funds Municipal Securities Rulemaking Board Assessment Fee ($0.03 per $1,000) Public Securities association Assessment Fee ($0.03 per $1,000) Telegraphic Communication of Pricing Information to Underwriters and Selling Group During Marketing Period Legal Fees of Underwriters' Counsel and Out -of -Pocket Expenses Advance Refunding Computations (Computer Analysis) Underwriters' Expenses (Travel and lodging & other) Advertising Depository Trust Corporation ($4.00 per million) Miscellaneous TOTAL 282780001exBbpa:113 TOTAL 1.0258. 0 E IliIEtT " C " Official Statement 1025 & THE CITY OF MIAMI, FLORIDA TO FLORIDA NATIONAL BANK, As Trustee TRUST INDENTURE Dated as of May 1, 1987 Securing SPECIAL REVENUE REFUNDING BONDS, SERIES 1987 1025 8 TABLE OF CONTENTS pa r t i e s . . . . . . . • . . . . . . .. . . . . . . • . • • . . + . . . . . . . . .. . + • . . Recitals, ......................... ....... Bond Forms ...................... 6...................... Granting provisions.........• .......................... ARTICLE I. DEFINITIONS. 101. Meaning of words and terms.. ....... 4............ 102. Miscellaneous Definitions and Conventions........ ARTICLE II. FORM, EXECUTION, AUTHENTICATION, DELIVERY AND REGISTRATION OF BONDS. 201. Authorization for Series 1987 Bonds and Other Bonds 202. General Provisions for Issuance of Bonds......... 203. Bonds other than Refunding Bonds ................. 204. Refunding Bonds ............. ..................... 205. Medium of Payment; Form and Date; Letters and Numbers .................................... 206. Legends... ........... ... ....................... 207. Execution and Authentication ..................... 208. Exchange, Transfer and Registry .................. 209. Regulations with Respect to Exchanges and Transfers... ......... ....................... 210. Bonds Mutilated, Destroyed, Stolen or Lost....... 211. Temporary Bonds .................................. 212. Payment of Bonds; Interest Rights Preserved...... 213. Cancellation and Destruction of Bonds............ 214. Changes by Supplemental Trust Indenture.......... 215. Subordinated Indebtedness ........................ ARTICLE III. REDEMPTION OF BONDS. 301. Redemption of Series 1987 Bonds .................. 302. Redemption of Bonds other than Series 1987 Bonds........... .... ............ 303. Redemption at the Election or Direction ofthe City .................................... - i - Page i0258 304. Redemption Otherwise than at City's Election or Direction ............. ..:......... : 305. Selection of Bonds to be Redeemed ................ 306. Notice of Redemption ...................:......... 307. Payment of Redeemed Bonds ........................ ARTICLE IV. CONSTRUCTION ACCOUNT. 401. Construction Account ............................. 402. Payments from Construction Account ............... 4 0 3 . I t e m s o f C o s t ..... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 404. Requisitions on Construction Account ............. 405. Requisitions for Payment of Land Costs........... 406. Covenant to Prevent Overruns.... ........ 6 ........ 407. Reliance on Requisitions ......................... 408. Completion of Project ............................ ARTICLE V. REVENUES AND FUNDS. 501. Covenants as to Rates, Rents Fees and Charges.... Annual Inspection of Convention Center -Garage.... 502. Annual Budget .................................... 503. Revenue Fund ................. .... .............. 504. Creation and Operation of Funds; Disposition ofRevenues .................................... 505. Sinking Fund ..................................... 506. Bond Service Account ............................. 507. Redemption Account ............................... 508. Reserve Account .................................. 509. Payment of Bonds when Sufficient Money Held in Sinking Fund ................................ 510. Renewal and Replacement Fund....... •............ 511. Disbursement of Money in Renewal and Replacement Fund...... ..... ..... •........... 512. Transfer of Money to Bond Service and Redemption Account ............................. 513. Cost of Issuance Fund ............................ 514. Surplus Fund ..................................... 515. Unclaimed Moneys ................................. 516. Cancellation of Bonds ............................ 517. Rebate Fund ...................................... Page 10258 ARTICLE VI. DEPOSITARIES OF MONEY, SECURITY FOR DEPOSITS AND INVESTMENT OF FUNDS, 601. Deposit of Moneys,...., ......................... 602. Investment of Moneys ............................. 603. Valuation of Investments ......................... ARTICLE VII. PARTICULAR COVENANTS. 701. Tax Covenants ......... 702 Prompt Payment of Bonds .......................... 703. Construction of Project .......................... 704. Enforcement of Surety Bonds ...................... 705. Liens or Encumbrances ............................ 706. Architect and Accountant ......................... 707. Consultants ...................................... 708. Insurance.*' nsurance....................................... 709. Agreement regarding Insurance .................... 710. Proceeds of Insurance ............... . ........... 711. Opinion as to Policies; Collection of Insurance Claims ..... ........ ................ 712. Repair or Replacement of Damaged or Destroyed Property .......................... 713. Recording and Filing ... ......... ............... 714. Rights of Trustee Regarding Certain Agreements... 715. Successors to Obligors ........................... 716. Use of Revenues .................................. 717. Further Assurances ............................... 718. Records and Accounts ............................. 719. Annual Audits .................... .............. 720. Sale, Demolition, Removal or Encumbrance......... 721. Performance of Obligations under Certain Agreements. ................................... 722. Use of Pledged Revenues .......................... 723. Assignment of Certain Agreements ................. 724. Eminent Domain ................................... 725. Parking Garage Rates ............................. ARTICLE VIII. REMEDIES. 801. Extension of Payment of Interest ................. 802. Events of Default... -:-: ......................... 803. Acceleration of Maturities ....................... 804. Enforcement of Remedies .......................... Page 10 258 r 0 805, Application of Funds ............................. 806. Discontinuance of proceedings .................... 807. Bondholders May Direct Proceedings ............... 808. Action by Individual Bondholders ................. 809. Appointment of Receiver .......................... 810, Action by Trustee ................................ 811. No Remedy Exclusive .......... ................... 812. No Delay or Omission Construed to be a Waiver.... 813. Notice of Default ................................ ARTICLE IX. CONCERNING THE FIDUCIARIES. 901. Acceptance of Trusts ............................. 902. Indemnification .................................. 903. Limitation on Responsibilities ................... 904. Failure of City to Act ........................... 905. Compensation and Indemnification ................. 906. Monthly Statements ............................... 907. Reliance by Fiduciaries .......................... 908. Notice of Event of Default ....................... 909. Fiduciaries May Deal in Bonds .................... 910. No Responsibility for Recitals ................... 911. Fiduciaries Protected....... 0.................... 912. Resignation of Trustee ........................... 913. Removal of Trustee ............................... 914. Appointment of Successor Trustee ................. 915. Vesting of Trusts in Successor Trustee........... 916. Paying Agents and Bond Registrars; Appointment and Acceptance of Duties ....................... 917. Resignation or Removal of Paying Agent or Bond Registrar and Appointment of Successor......... 918. Trustee May Appoint Co -Trustee ................... 919. Governing Law .................................... ARTICLE X. EXECUTION OF INSTRUMENTS BY BONDHOLDERS, PROOF OF OWNERSHIP OF BONDS AND DETERMINATION OF BONDHOLDER CONCURRENCE. 1001. Execution of Instruments Proof of Ownership...... Page 10258 Paq_e ARTICLE XI. SUPPLEMENTAL TRUST INDENTURES. 1101, Supplemental Trust Indentures Without Bondholders' Approval .......................... 1102. Supplemental Trust Indentures with Approval of Bondholders ................................. 1103. General Provisions ............................... 1104. Mailing .......................................... 1105. Powers of Amendment .............................. 1106. Consent of Bondholders...... .................... 1107. Modifications or Amendments by Unanimous Consent. ................................ 1108. Exclusion of Bonds ............................... 1109. Notation on Bonds ................................ ARTICLE XII. DEFEASANCE. 1201. Defeasance....................................... 1202. Survival of Certain Provisions ................... ARTICLE XIII. MISCELLANEOUS PROVISIONS. 1301. Successor of City ................................ 1302. Notices .......................................... 1303. Substitute Publication ........................... 1304. Rights under Trust Indenture ..................... 1305. Partial Invalidity ............................... 1306. Officers, Agents or Employees of City Not Liable......................................... 1307. Expenses ..... .................................... 1308. Amendment of Agreements .......................... 1309. Counterparts ..................................... 1310. Headings ......................................... _ 1311. Moneys Held for Particular Bonds ................. _ 1312. Preservation and Inspection of Documents......... 1313. Holidays ......................................... 16258 E Teetimonium Execution by C1ty,...........+..,.............. Execution by Trustee,".,., ... ....... 0.64. Acknowledgments Acknowledgment of execution on behalf of City.......... Acknowledgment of execution on behalf of the Trustee.., Pace 0 TRUST INDENTURE PARTIES, RECITALS; BOND FORMS AND GRANTING PROVISIONS THIS TRUST INDENTURE, dated as of May 1, 1987, by and between THE CITY OF MIAMI, FLORIDA (the "City"), a municipal corporation in Dade County, Florida, and FLORIDA NATIONAL BANK, a national banking association duly organized and existing under the laws of the United States of America and having its principal corporate trust office in the City of Fort Lauderdale, State of Florida, which is authorized under such laws to exercise corpo- rate trust powers and has the power of a trust company, as Trustee (said national banking association and any banking asso- ciation or bank or trust company becoming a successor trustee under this Trust Indenture being herein called the "Trustee"), W I T N E S S E T H: WHEREAS, the City has heretofore issued its Convention Center and Parking Garage Revenue Bonds in the aggregate princi- pal amount of Sixty Million Dollars ($60,000,000) (the "Prior Bonds") and with the proceeds thereof, and certain other avail- able funds, has financed the acquisition, construction and equip- ping of a convention center in the City officially designated the "City of Miami/University of Miami James L. Knight International Center" (the "Convention Center") and of a parking garage and a connecting walkway (the "Parking Garage") including machinery, equipment, fixtures, furniture, improved and unimproved land, landscaping and other facilities appurtenant or incidental thereto (the Convention Center and the Parking Garage herein called, collectively, the "Convention Center -Garage"); and WHEREAS, the Commission of the City on April 23, 1987 adopted Ordinance No. (the "Bond Ordinance") which (a) authorizes the issuance by the City of its Special Revenue Refunding Bonds in an aggregate principal amount not exceeding Seventy Million Dollars ($70,000,000) (the "Series 1987 Bonds") for the purpose of paying, with other funds available therefor, (i) the cost of advance refunding all of the Prior Bonds and (ii) certain costs associated with the issuance of the Series 1987 Bonds and (b) approves and authorizes this Trust Indenture to secure the Series 1987 Bonds, subject to changes, amendments, omissions and insertions therein as may be necessary or desirable; and 10258 WHEREAS, the City has entered into an agreement with the University of Miami, a non-profit corporation organized and existing under the laws of the State of Florida (the "Univer- sity"), dated April 1, 1977 (together with any amendments thereto, the "University Agreement"), pursuant to which the City has caused to be constructed the Convention Center -Garage and has caused to be constructed a hotel and retail areas adjacent to the Convention Center -Garage► and has leased to the University space in the Convention Center, to be used by the University for a conference center, for an initial term of 30 years, subject to the right of the University to extend the term of the lease for two additional 30-year terms, and the University has paid, in the amounts and at the times required in the University Agreement, certain advance rent to the City for the initial term; and WHEREAS, the City has entered into a Lease and Agreement for Development with Miami Center Associates, Ltd., a Florida limited partnership (the "Hotel Developer"), dated September 13, 1979, as amended by the First Supplement to the Lease and Agreement for Development, dated as of July 1, 1980 (together with any other amendments thereto, the "Hotel Agreement"), pursuant to which the City has leased to the Hotel Developer certain air space over a portion of the Convention Center and the site thereof, certain space within the Convention Center and certain other rights, and has granted to the Hotel Developer certain easements in and about the Convention Center (collectively, the "Leased Premises") and has given the Hotel Developer certain priority rights to parking spaces in the Parking Garage, for an initial lease term of forty- five (45) years and has granted the Hotel Developer an option for a renewal term of forty-five (45) years, and the City has further agreed to provide certain improvements and utility services; and WHEREAS, pursuant to the Hotel Agreement, the Hotel Devel- oper has constructed on the Leased Premises, and is operating and maintaining, a hotel, with related service facilities and attendant amenities, all as provided in the Hotel Agreement (the "Hotel"); and WHEREAS, the Hotel Developer has agreed under the Hotel Agreement, among other things, to pay to the City rent in the amounts and at the times as provided in the Hotel Agreement for the lease of the Leased Premises; and WHEREAS, the City has entered into a Lease Agreement with Dade Savings and Loan Association, predecessor in interest to C.P. Tower, Ltd. ("Centrust"), dated as of July 1, 1980 (together with any amendments thereto, and any documents of assignment or delegation executed in connection therewith, the "TC Agreement"), pursuant to which the City has leased to Centrust certain air space over the Parking Garage and certain other rights, and has - 2 - 10 258 granted to Centrust certain easements in and about the parking Garage (collectively, the "TC Leased property") for an initial lease term of thirty-five (35) years, subject to the right of Centrust to extend the term of the lease for an aggregate lease term of ninety (90) years (inclusive of the initial term); and WHEREAS, pursuant to the TC Agreement, Centrust has built on the TC Leased Property and will Cause to be operated and main- tained a trade center and office building, with related service facilities and attendant amenities, designed to conform to design standards as provided in the TC Agreement; and WHEREAS, Centrust has agreed under the TC Agreement, among other things, to pay to the City rent in the amounts and at the times as provided in the TC Agreement for the TC Leased Property; and WHEREAS, the City is authorized (a) to enter into the University Agreement, the Hotel Agreement and the TC Agreement and to perform its obligations thereunder, and (b) to issue (i) the Series 1987 Bonds for the purpose of paying, with other funds lawfully available therefor, the cost of advance refunding the Prior Bonds and certain costs associated with the issuance of the Series 1987 Bonds, and (ii) other bonds issuable under this Trust Indenture; and WHEREAS, the City has found and determined that (a) the Convention Center -Garage serves and will continue to serve a public purpose of the City by providing exhibit, meeting, confer- ence, parking and other facilities in the City for public, educa- tional, civic, commercial and other organizations, (b) the Convention Center -Garage and the development by private enter- prise of hotel, retail and other commercial facilities (i) have fostered and will continue to foster the growth, development and revitalization of a downtown area of the City, (ii) have contri- buted and will continue to contribute to the improvement and expansion of the economic life, recreational activities and the amenities of the community, and (iii) have attracted and will continue to attract tourists, visitors and others to the City -- all of which will redound to the benefit, prosperity and well- being of the City and its inhabitants -- and (c) it is necessary, desirable and in the public interest to advance refund the Prior Bonds; and WHEREAS, the City has determined to enter into this Trust Indenture (which, with any and all supplemental trust indentures that may be executed hereunder, is herein called this "Trust Indenture") with the Trustee and to issue the Series 1987 Bonds hereunder insured as herein mentioned and secured by a first lien on and pledge of Net Revenues (hereinafter mentioned) of the - 3 - 10258 - -- -- - -------- - - Convention Center -Garage and by a lien on and pledge of Pledged Portion of Public Service Tax Revenues (hereinafter mentioned) and further secured, as provided in this Trust Indenture+ by a covenant and agreement of the City to provide to the extent necessary, lawfully available therefor and unencumbered other Public Service Tax revenues (such Series 1987 Bonds and other bonds# if any, issued and secured under this Trust Indenture being herein called the "Bonds"); and WRMtAS# the City has determined that the Series 1987 Bonds and the certificate of authentication by the Trustee to be endorsed on the Series 1987 Bonds as provided herein, shall be, respectively, substantially in the following forms# with such variations# omissions and insertions as are required or permitted by this Trust Indenture: - 4 - 10 258 (FORM OF SERIES 1987 CURRENT INTEREST BONDS] [TEXT OF BOND FACE] No. ARC Interest Rate Registered Owner: United States of America State of Florida The City of Miami, Florida SPECIAL REVENUE REFUNDING BOND SERIES 1987 Maturity Date of Original Date Issuance CUSIP Dollars [ 1 ] THE CITY OF MIAMI, FLORIDA (the "City") for value received, hereby promises to pay (but only out of the sources hereinafter mentioned) to the registered owner set forth above, or registered assigns, on the maturity date shown hereon, unless this Bond shall have been called for redemption in whole or in part and payment of the .redemption price shall have been duly made or provided for, the principal amount shown above and to pay (but only out of the sources hereinafter mentioned) interest on the outstanding principal amount hereof from the most recent interest payment date to which interest has been paid or provided for, or, if no interest has been paid, from the Date of Original Issuance shown above on January 1 and July 1 of each year, com- mencing on 1, 198, until payment of said principal sum has been made or provided for, at the rate per annum set forth above. The interest so payable, and punctually paid or duly provided for, on any interest payment date will, as provided in the Trust Indenture (as hereinafter defined), be paid to the registered owner hereof at the close of business on the regular record date for such interest, which shall be the fifteenth day (whether or not a business day) of the calendar month next pre- ceding such interest payment date. Any such interest not so - 5 - 10 258 punctually paid or duly provided for shall forthwith cease to be payable to the registered owner hereof on such regular record date and may be paid at the close of business on a Special Record Date (as defined in the Trust Indenture) for the payment of such defaulted interest to be fixed by the Trustee, hereinafter men- tioned, notice whereof shall be given not less than 10 days prior to such Special Record Date to the registered owner hereof, all as more fully provided in the Trust Indenture. Principal, or redemption price, and interest shall be paid in any coin or cur- rency of the United States of America which, at the time of pay- ment, is legal tender for the payment of public and private debts to the registered owner hereof. Any payment of principal or redemption price shall be made only upon presentation hereof at the principal corporate trust office of Florida National Bank, Fort Lauderdale, Florida, or , or any alternate or successor paying agent (collectively, the Paying Agent"). Payment of interest shall be made by check drawn on the Paying Agent (or by wire transfer to the registered owner set forth above if such owner requests such method of payment in writing on or prior to the regular record date for the respective interest payment to such account as shall be specified in such request, but only if the registered owner set forth above owns not less than $1,000,000 in aggregate principal amount of the Series 1987 Bonds, as defined below). Interest on this Bond will be computed on the basis of a 360-day year of twelve 30-day months. (2) THIS BOND SHALL NOT BE DEEMED TO CONSTITUTE A DEBT OF THE CITY PAYABLE, AND THE CITY IS NOT OBLIGATED TO PAY THIS BOND, FROM ANY AD VALOREM REAL OR TANGIBLE PERSONAL PROPERTY TAX REVE- NUES, AND THE FULL FAITH AND CREDIT OF THE CITY ARE NOT PLEDGED TO THE PAYMENT OF THE PRINCIPAL OF, THE REDEMPTION PREMIUM IF ANY, OR THE INTEREST, ON THIS BOND. THIS BOND, INCLUDING THE INTEREST AND ANY REDEMPTION PREMIUM HEREON, IS A SPECIAL OBLIGA- TION OF THE CITY PAYABLE EXCLUSIVELY FROM THE SINKING FUND (HERE- INAFTER MENTIONED) PROVIDED THEREFOR IN THE TRUST INDENTURE (HEREINAFTER MENTIONED). (3) This Bond is one of a duly authorized issue of Bonds of the City designated "Special Revenue Refunding Bonds, Series 1987" (the "Series 1987 Bonds" and together with any other Bonds issuable under the Trust Indenture, the "Bonds"), initially issued in an aggregate principal amount of Dollars ($ ) for the purpose of paying, with other money that may be available therefor, the cost of advance refunding the Convention Center and Parking Garage Revenue Bonds of the City issued initially on August 7, 1980 by the City in the aggregate principal amount of $60,000,000 and for the purpose of paying certain costs associated with the issuance of the Series 1987 Bonds. The Bonds are secured under the Trust Indenture by a first lien on and pledge of Net Revenues of the Convention 10 258 Center -Garage and by a lien on and pledge of Pledged Portion of Public Service Tax Revenues, as such terms are defined in the Trust Indenture, and by a covenant and agreement of the City to provide, to the extent necessary, lawfully available therefor and unencumbered, other Public Service Tax revenues of the City, inter alia, to make up any deficiency in the Sinking Fund, (41 All acts, conditions and things required by the Con- stitution and laws of the State of Florida and the Charter, ordi- nances and resolutions of the City to happen, exist and be per- formed precedent to and in the issuance of this Bond and the execution of the Trust Indenture► have happened► exist and have been performed as so required. This Bond shall not be valid or become obligatory for any purpose or be entitled to any benefit or security under the Trust Indenture until it shall have been authenticated by the execution by the Trustee of the Certificate of Authentication endorsed hereon. (5] THE TERMS AND PROVISIONS OF THIS BOND ARE CONTINUED ON THE REVERSE HEREOF AND SUCH CONTINUED TERMS AND PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS THOUGH FULLY SET FORTH AT THIS PLACE. (6) IN WITNESS WHEREOF, The City of Miami, Florida, has caused this Bond to bear the facsimile signature of the Mayor of the City of Miami and a facsimile of the official seal of such City to be imprinted hereon and attested by the signature of the City Clerk of said City. (Facsimile] Official Seal Attest: Matty Hirai, City Clerk THE CITY OF MIAMI, FLORIDA By [Facsimile] Xavier L. Suarez, Mayor APPROVED AS TO FORM AND CORRECTNESS By Lucia A. Dougherty, City Attorney [TEXT OF BOND REVERSE] - 7 - 10258 t1l The Trust Indenture provides, subject to certain limi- tations set forth therein, for the fixing; revising, charging and collecting by the City of rents, rates, fees and charges for the use or occupancy of, and for the services furnished in connection with, the Convention Center -Garage to provide funds sufficient, with other funds lawfully available therefor (a) to pay the cost of maintaining, repairing and operating the Convention Center- Garage, (b) to pay the principal of and the interest on, the Bonds and (c) to maintain reserves for such purposes. 181 The Trust Indenture provides for the creation of a special fund designated "City of Miami Special Revenue Bonds Interest and Sinking Fund" (the "Sinking Fund"), which special fund, to the extent provided in the Trust Indenture, is pledged to and charged with the payment of the principal of, and the redemption premium, if any, and the interest on, the Bonds. [9) The Trust Indenture also provides for the issuance, from time to time, under the conditions, limitations and restric- tions therein set forth, of additional Bonds, secured on a parity with, except for insurance under the Bond Insurance Policy men- tioned in the Trust Indenture, the Series 1987 Bonds, for the purposes of (a) providing funds necessary to finance the cost of additions, improvements, modifications, renovations and/or repairs of or to the Convention Center -Garage, and of (b) refund- ing outstanding Bonds. [101 This Bond is issued under and pursuant to the Consti- tution and laws of the State of Florida, particularly the Munici- pal Home Rule Powers Act (Chapter 166, Florida Statutes, as amended) and the Charter of the City (Chapter 10847, Special Laws of Florida, 1925, as amended), ordinances and resolutions adopted by the Commission of the City and the Trust Indenture (said Trust Indenture, together with all trust indentures supplemental thereto as therein permitted, being herein called the "Trust Indenture") between the City and Florida National Bank, Miami, Florida, as trustee (said bank and any bank or trust company becoming successor trustee under the Trust Indenture being herein called the "Trustee"), an executed counterpart of which Trust Indenture is on file at the corporate trust office of the Trustee. Reference is hereby made to the Trust Indenture for the provisions, among others, with respect to the custody and application of the proceeds of Bonds issued under the Trust Indenture, the collection and disposition of revenues and the funds charged with and pledged to the payment of the principal of, and the redemption premium, if any, and the interest on, the Bonds, the nature and extent of the security thereby created, the terms and conditions under which the Bonds are or may be issued, the rights, duties, obligations and immunities of the City and 10258 the Trustee under the Trust indenture and the rights of the registered owners of the Bonds, and, by the acceptance of this Bond, the registered owner hereof assents to all of the provisions of the Trust Indenture. C11] The Series 1981 Bonds (including this Bond) are issu- able only as registered bonds without coupons in current interest — form in denominations of $5,000 or any integral multiple thereof, except that the Series 1987 Bonds maturing on are issuable only as registered bonds without coupons in capital appreciation bond form in maturity amounts of $5,000 or any integral multiple thereof. This Bond is transferable by the registered owner hereof or his duly authorized attorney at the principal corporate trust office of , as Bond Registrar (the "Registrar"), upon surrender of this Bond, accom- panied by a duly executed instrument of transfer in form and with guaranty of signature reasonably satisfactory to the Registrar, subject to such reasonable regulations as the City or the Registrar may prescribe, and upon payment of any taxes or other governmental charges incident to such transfer. Upon any such transfer a new Bond or Bonds, in the same aggregate principal amount as the Bond or Bonds transferred, will be issued to the transferee. At the corporate trust office of the Registrar, in the manner and subject to the limitations and conditions provided in the Trust Indenture and without cost, except for any tax or other governmental charge, Bonds may be exchanged for an equal aggregate principal amount of Bonds of the same maturity, simi- larly insured or not insured, as the case may be, of authorized denominations and bearing interest at the same rate or rates. [12] The Series 1987 Bonds issued in current interest bond form and scheduled to mature on of the years to are subject to redemption at the option of the City on or after , as a whole at any time or in part on any interest payment date (less than all Series 1987 Bonds of such maturity to be selected by lot), at the redemption prices (expressed as percentages of principal amount) set forth in the following table plus accrued interest from the most recent interest payment date to the redemption date: Redemption Periods Redemption (Dates Inclusive) Prices [10 YR. CALL AT 1020, DECLINING 12% SEMI-ANNUALLY TO PAR] �t IG258 0 [1I] The Series 1987 Bonds issued in capital appreciation bond form and scheduled to mature on , are subject to redemption at the option of the City on or after , as a whole at any time or in part on any January 1 or July 1 (less than all Series 1987 Bonds of such maturity to be selected by lot), at the redemption prices (expressed as percentages of Accreted Value at the date of redemption) set forth in the following table: Redemption periods Redemption (bates Inclusive) Prices [14J The Series 1987 Bonds issued in current interest bond form and scheduled to mature on F are subject to mandatory redemption by the City by lot prior to their sched- uled maturity from Amortization Installments (as defined in the Trust Indenture) at a redemption price equal to the principal amount thereof, without premium, on of the years and in the principal amounts set forth below. As more particularly set forth in the Trust Indenture, any Series 1987 Bonds of such maturity that are purchased by the City with amounts held to pay an Amortization Installment will be cancelled and the principal amount so purchased will be applied as a credit against the applicable Amortization Installment. Term Bonds due Principal Year Amount [15] The Series 1987 Bonds issued in capital appreciation bond form and scheduled to mature on 11 are subject to mandatory redemption by the City by lot prior to their sched- uled maturity from Amortization Installments at the redemption prices (expressed as percentages of Accreted Value at Maturity) set forth in the following table on of the years and in the maturity amounts set forth below. As more particu- larly set forth in the Trust Indenture, any Series 1987 Bonds of such maturity that are purchased by the City with amounts held to - 10 - 10 258 pay an Amotti2ation Installment will be cancelled and the Matur- ity amount so purchased will be applied as a credit against the applicable Amotti2ation Installment, Term Bonds due Maturity Redemption Year Amount price [16] If less than all of the serial Bonds of any one matur- ity or less than all the term Bonds shall be called for redemp- tion, the particular Bonds or portions of Bonds to be redeemed shall be selected by lot by the Trustee as provided in the Trust Indenture. [17] Notice of each redemption of Bonds is required to be mailed by the Trustee, postage prepaid, not less than 25 nor more than 60 days prior to the redemption date to each registered owner of Bonds to be redeemed at the address of such registered owner recorded on the bond register. On the date designated for redemption, notice having been given and money for the payment of the redemption price being held by the Trustee or by the Paying Agent, all as provided in the Trust Indenture, the Bonds or such portions thereof so called for redemption shall become and be due and payable at the redemption price provided for the redemption of such Bonds or such portions thereof on such date, interest on such Bonds or such portions thereof so called for redemption shall cease to accrue, such Bonds or such portions thereof so called for redemption shall cease to be entitled to any benefit or security under the Trust Indenture and the owners thereof shall have no rights in respect of such Bonds or such portions thereof so called for redemption except to receive payments of the redemption price thereof so held by the Trustee or by the Paying Agent. [18] The owner of this Bond shall have no right to enforce the provisions of the Trust Indenture or to institute action to enforce the covenants therein, or to take any action with respect to any event of default under the Trust Indenture, or to insti- tute, appear in or defend any suit or other proceeding with re- spect thereto, except as provided in the Trust Indenture. [19] In certain events, on the conditions, in the manner and with the effect set forth in the Trust Indenture, the princi- 10258 pal of all the Bonds then Outstanding under the Trust indenture may become and may be declared due and payable before the stated maturities thereof, with the interest accrued thereon. [20) Modifications or alterations of the Trust Indenture or of any trust indenture supplemental thereto may be made only to - the extent and in the circumstances permitted by the Trust Inden- ture, [211 Any moneys deposited with and held by the Paying Agent for the benefit of claimants, if any, for six years after the date on which they were so deposited shall be paid to the City, and thereupon and thereafter no claimant shall have any rights _ against the Paying Agent to or in respect of such moneys. [221 If the City deposits or cause to be deposited with the Paying Agent funds sufficient to pay the principal or redemption price of any Bonds becoming due at maturity or by call for redemption in the manner set forth in the Trust Indenture, together with the interest accrued to the due date, interest on such Bonds will cease to accrue on the due date, and thereafter the registered owners will be restricted to the funds so deposited as provided in the Trust Indenture. [231 This Bond shall have all the qualities and incidents, including negotiability, of investment securities within the meaning and for all the purposes of the Uniform Commercial Code of the State of Florida. [24) This Bond is issued with the intent that the laws of the State of Florida shall govern its construction. - 12 - 10258 [FORM OF SERIES 1987 CAPITAL APPRECIATION BONDS] [TEXT OF BOND FACE] No: ARCA- $ United States of America State of Florida The City of Miami, Florida SPECIAL REVENUE REFUNDING BOND SERIES 1987 Original Principal Amount per $5,000 Date of Interest Maturity Accreted Value at Original Rate Date Maturity Issuance CUSIP Registered Owner: Accreted Value at Maturity: Dollars [1] THE CITY OF MIAMI, FLORIDA (the "City") for value received, hereby promises to pay (but only out of the sources hereinafter mentioned) to the registered owner set forth above, or registered assigns, on the maturity date shown hereon, unless this Bond shall have been called for redemption in whole or in part and payment of the redemption price shall have been duly made or provided for, the Accreted Value at Maturity shown above, constituting the Original Principal Amount per $5000 Accreted Value at Maturity or an integral multiple thereof and interest thereon at the Interest Rate shown above from the Date of Origi- nal Issuance shown above compounded on 11 198 and thereafter on January 1 and July 1 of each year until payment of the Accreted Value at Maturity shown above or, upon earlier redemption or acceleration as set forth on the reverse side hereof, payment to be made at the Accreted Value as of the date of redemption or acceleration. The "Accreted Value" of this Bond shall mean, as of any date of computation, an amount equal to the - 13 - 10 258 Original Principal Amount hereof plus the compounded interest accrued hereon to the January 1 or July 1 next preceding the date of computation or the date of computation if a January 1 or July 1, plus, if such date of computation shall not be a January 1 or July 1, a portion of the difference between the Accreted Value as of the immediately preceding January 1 or July 1 and the Accreted Value as of the immediately succeeding January 1 or July 1, calculated based upon the assumption that Accreted Value accrues during any semi-annual period in equal daily amounts on the basis of a year of twelve 30-day months. The Accreted Value per $5,000 maturity amount of this Bond on each January 1 or July 1 is set forth in a table on the reverse hereof. The table should not be construed as a representation as to the market value of this Bond at any time in the future but may bear a relationship to the amount of tax-exempt interest and taxable gain with respect to this Bond if sold prior to maturity. The Accreted Value at maturity shown above or redemption price of this Bond shall be paid in any coin or currency of the United States of America which, at the time of payment, is legal tender for the payment of public and private debts to the registered owner hereof. Any payment of Accreted Value or redemption price shall be made only upon presentation hereof at the principal corporate trust office of Florida National Bank, Fort Lauderdale, Florida or or any alternate or successor paying agent (collectively, the "Paying Agent"). [21 THIS BOND SHALL NOT BE DEEMED TO CONSTITUTE A DEBT OF THE CITY PAYABLE, AND THE CITY IS NOT OBLIGATED TO PAY THIS BOND, FROM ANY AD VALOREM REAL OR TANGIBLE PERSONAL PROPERTY TAX REVE- NUES, AND THE FULL FAITH AND CREDIT OF THE CITY ARE NOT PLEDGED TO THE PAYMENT OF THE ACCRETED VALUE OF, OR THE REDEMPTION PREMIUM, IF ANY, ON, THIS BOND. THIS BOND, INCLUDING ANY REDEMPTION PREMIUM HEREON, IS A SPECIAL OBLIGATION OF THE CITY PAYABLE EXCLUSIVELY FROM THE SINKING FUND (HEREINAFTER MENTIONED) PROVIDED THEREFOR IN THE TRUST INDENTURE (HEREINAFTER MENTIONED). [31 This Bond is one of a duly authorized issue of Bonds of the City designated "Special Revenue Refunding Bonds, Series 1987" (the "Series 1987 Bonds" and together with any other Bonds issuable under the Trust Indenture, the "Bonds"), initially issued in an aggregate principal amount of Dollars ($ ) for the purpose of paying, with other money that may be available therefor, the cost of advance refunding the Convention Center and Parking Garage Revenue Bonds of the City issued initially on August 7, 1980 by the City in the aggregate principal amount of $60,000,000 and for the purpose of paying certain costs associated with the issuance of the Series 1987 Bonds. The Bonds are secured under the Trust Indenture by a first lien on and pledge of Net Revenues of the Convention Center -Garage and by a lien on and pledge of Pledged Portion of - 14 - 10 258 Public Service Tax Revenues, as such terms are defined in the Trust Indenture; and by a covenant and agreement of the City to provide, to the extent necessary, lawfully available therefor and unencumbered, other Public Service Tax revenues of the City, inter alia, to make up any deficiency in the Sinking Fund. [ 4 1 All acts, conditions and things required by the Con- stitution and laws of the State of Florida and the Charter, ordi- nances and resolutions of the City to happen, exist and be per- formed precedent to and in the issuance of this Bond and the execution of the Trust Indenture, have happened, exist and have been performed as so required. This Bond shall not be valid or become obligatory for any purpose or be entitled to any benefit or security under the Trust Indenture until it shall have been authenticated by the execution by the Trustee of the Certificate of Authentication endorsed hereon. [51 THE TERMS AND PROVISIONS OF THIS BOND ARE CONTINUED ON THE REVERSE HEREOF AND SUCH CONTINUED TERMS AND PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS THOUGH FULLY SET FORTH AT THIS PLACE. [61 IN WITNESS WHEREOF, The City of Miami, Florida, has caused this Bond to bear the facsimile signature of the Mayor of the City of Miami and a facsimile of the official seal of such City to be imprinted hereon and attested by the signature of the City Clerk of said City. (Facsimile) Official Seal Attest: Matty Hirai, City Clerk THE CITY OF MIAMI, FLORIDA By [Facsimile) Xavier L. Suarez, Mayor APPROVED AS TO FORM AND CORRECTNESS UN - 15 - Lucia A. Dougherty, City Attorney 102J513 1 (TEXT OF BOND REVERSE) (7] The Trust Indenture provides, subject to certain lim tations set forth therein, for the fixing, revising, charging a collecting by the City of rents, rates, fees and charges for t use or occupancy of, and for the services furnished in connecti. with, the Convention Center -Garage to provide funds sufficien with other funds lawfully available therefor (a) to pay the co of maintaining, repairing and operating the Convention Cente Garage, (b) to pay the principal of and the interest on, t Bonds and (c) to maintain reserves for such purposes. [8) The Trust Indenture provides for the creation of special fund designated "City of Miami Special Revenue Bon Interest and Sinking Fund" (the "Sinking Fund"), which speci fund, to the extent provided in the Trust Indenture, is pledg to and charged with the payment of the principal. of, and t redemption premium, if any, and the interest on, the Bonds. (9) The Trust Indenture also provides for the issuanc from time to time, under the conditions, limitations and restri tions therein set forth, of additional Bonds, secured on a pari with, except for insurance under the Bond Insurance Policy me tioned in the Trust Indenture, the Series 1987 Bonds, for t purposes of (a) providing funds necessary to finance the cost additions, improvements, modifications, renovations and/ repairs of or to the Convention Center -Garage, and of (b) refun ing outstanding Bonds. [10] This Bond is issued under and pursuant to the Const tution and laws of the State of Florida, particularly the Munic pal Home Rule Powers Act (Chapter 166, Florida Statutes, amended) and the Charter of the City (Chapter 10847, Special La of Florida, 1925, as amended), ordinances and resolutions adopt by the Commission of the City and the Trust Indenture (said Tru Indenture, together with all trust indentures supplement thereto as therein permitted, being herein called the "Tru Indenture") between the City and Florida National Bank, Miarr Florida, as trustee (said bank and any bank or trust compa becoming successor trustee under the Trust Indenture being here called the "Trustee"), an executed counterpart of which Tru Indenture is on file at the corporate trust office of t Trustee. Reference is hereby made to the Trust Indenture for t provisions, among others, with respect to the custody application of the proceeds of Bonds issued under the Trt Indenture, the collection and disposition of revenues and t funds charged with and pledged to the payment of the princil of, and the redemption premium, if any, and the interest on, t Bonds, the nature and extent of the security thereby created, t - 16 - IQa terms and conditions under which the Bonds are or may be i the rights, duties, obligations and immunities of the Cif the Trustee under the Trust Indenture and the rights c registered owners of the Bonds, and, by the acceptance o� Bond, the registered owner hereof assents to all o provisions of the Trust Indenture. [11] The Series 1987 Bonds are issuable only as regi bonds without coupons in current :interest form in denomin of $5,000 or any integral multiple thereof, except the Series 1987 Bonds maturing on _ (includin Bond) are issuable only as registered bonds without coup( capital appreciation bond form in maturity amounts of $5, any integral multiple thereof. This Bond is transferable registered owner hereof or his duly authorized attorney principal corporate trust office of , a Registrar (the "Registrar"), upon surrender of this Bond, panied by a duly executed instrument of transfer in form an guaranty of signature reasonably satisfactory to the Regi subject to such reasonable regulations as the City c Registrar may prescribe, and upon payment of any taxes or governmental charges incident to such transfer. Upon an transfer a new Bond or Bonds, in the same aggregate ma amount as the Bond or Bonds transferred, will be issued transferee. At the corporate trust office of the Registr the manner and subject to the limitations and conditions pr in the Trust Indenture and without cost, except for any other governmental charge, Bonds may be exchanged for an aggregate maturity amount of Bonds of the same maturity, laxly insured or not insured, as the case may be, of autt• denominations and bearing interest at the same rate or ratE [11A] This Bond pays principal and accrued interest c maturity or upon prior redemption or acceleration. For tt- poses of (i) receiving payment of the redemption price i Bond is redeemed prior to maturity, or (ii) receiving pays this Bond if the principal of all Bonds is declared immec due and payable following an event of default, as specif the Trust Indenture, or (iii) computing the amount of Bonc by the registered owner of this Bond in giving to the Ci notice, consent, request, or demand pursuant to the Trust ture for any purpose whatsoever, or (iv) computing the amc Bonds to be redeemed and the selection of Bonds to be re( the principal amount of this Bond shall be deemed to "Accreted Value", which Accreted Value consists of principi accrued interest and is more fully defined in the Indenture. [12] The Series 1987 Bonds issued in current intere: form and scheduled to mature on - 17 - years to _ are subject to redemption at the option of the City on or after , as a whole at any time or in part on any interest payment date (less than all Series 1987 Bonds of such maturity to be selected by lot), at the redemption prices (expressed as percentages of principal amount) set forth in the following table plus accrued interest from the most recent interest payment date to the redemption date: Redemption Periods Redemption (Dates Inclusive) Prices 10 YR. ALL AT 102%, DECLINING ' % SEMI—ANNUALLY TO PAR] a [13] The Series 1987 Bonds issued in capital appreciation bond form and scheduled to mature on r are subject to redemption at the option of the City on or after , as a whole at any time or in part on any January 1 or July 1 (less than all Series 1987 Bonds of such maturity to be selected by lot), at the redemption prices (expressed as percentages of Accreted Value at the date of redemption) set forth in the following table: Redemption Periods (Dates Inclusive) Redemption Prices [14] The Series 1987 Bonds issued in current interest bond form and scheduled to mature on F are subject to mandatory redemption by the City by lot prior to their scheduled maturity from Amortization Installments (as defined in the Trust Indenture) at a redemption price equal to the principal amount thereof, without premium, on of the years and in the principal amounts set forth below. As more particularly set forth in the Trust Indenture, any Series 1987 Bonds of such maturity that are purchased by the City with amounts held to pay an Amortization Installment will be cancelled and the principal amount so purchased will be applied as a credit against the applicable Amortization Installment. - 18 - i0258 Term Bonds due Year Principal Amount [15] The Series 1987 Bonds issued in capital appreciation bond form and scheduled to mature on , are subject to mandatory redemption from Amortization Installments by the City by lot prior to their scheduled maturity at the redemption prices (expressed as percentages of Accreted Value at Maturity) set forth in the following table on of the years and in the maturity amounts set forth below. As more particularly set forth in the Trust Indenture, any Series 1987 Bonds of such maturity that are purchased by the City with amounts held to pay an Amortization Installment will be cancelled and the maturity amount so purchased will be applied as a credit against the applicable Amortization Installment. Term Bonds due Maturity Redemption Year Amount Price [16] If less than all of the serial Bonds of any one matur- ity or less than all the term Bonds shall be called for redemp- tion, the particular Bonds or portions of Bonds to be redeemed shall be selected by lot by the Trustee as provided in the Trust Indenture. (17) Notice of each redemption of Bonds is required to be mailed by the Trustee, postage prepaid, not less than 25 nor more than 60 days prior to the redemption date to each registered owner of Bonds to be redeemed at the address of such registered owner recorded on the bond register. On the date designated for redemption, notice having been given and money for the payment of the redemption price being held by the Trustee or by the Paying Agent, all as provided in the Trust Indenture, the Bonds or such portions thereof so called for redemption shall become and be due and payable at the redemption price provided for the redemption - 19 - 1.0258 of such Bonds or such portions thereof on such date, interest on such Bonds or such portions thereof so called for redemption shall cease to accrue, such Bonds or such portions thereof so called for redemption shall cease to be entitled to any benefit or security under the Trust Indenture and the owners thereof shall have no rights in respect of such Bonds or such portions thereof so called for redemption except to receive payments of the redemption price thereof so held by the Trustee or by the Paying Agent. (18) The owner of this Bond shall have no right to enforce the provisions of the Trust Indenture or to institute action to enforce the covenants therein, or to take any action with respect to any event of default under the Trust Indenture, or to insti- tute, appear in or defend any suit or other proceeding with re- spect thereto, except as provided in the Trust Indenture. (19) In certain events, on the conditions, in the manner and with the effect set forth in the Trust Indenture, the princi- pal of all the Bonds then Outstanding under the Trust Indenture may become and may be declared due and payable before the stated maturities thereof, with the interest accrued thereon. [20] Modifications or alterations of the Trust Indenture or of any trust indenture supplemental thereto may be made only to the extent and in the circumstances permitted by the Trust Inden- ture. (21] Any moneys deposited with and held by the Paying Agent for the benefit of claimants, if any, for six years after the date on which they were so deposited shall be paid to the City, and thereupon and thereafter no claimant shall have any rights against the Paying Agent to or in respect of such moneys. [22) If the City deposits or cause to be deposited with the Paying Agent funds sufficient to pay the principal or redemption price of any Bonds becoming due at maturity or by call for redemption in the manner set forth in the Trust Indenture, together with the interest accrued to the due date, interest on such Bonds will cease to accrue on the due date, and thereafter the registered owners will be restricted to the funds so deposited as provided in the Trust Indenture. [23] This Bond shall have all the qualities and incidents, including negotiability, of investment securities within the meaning and for all the purposes of the Uniform Commercial Code of the State of Florida. [24) This Bond is issued with the intent that the laws of the State of Florida shall govern its construction. - 20 - :10258 tP09M OE ACCRETEO VALUE TABLE I'OR SERIES 1981 CAPITAL APPRECIATION 80ND51 ACCRETED VALUE PER $5000 AT MATURITY 1, 1, _ 1, Date Maturity Maturity_ Maturity Ms= V1258 s� • Date CEORM OF ACCRETED VALUE TABLE FOR SERIES 1987 CAPITAL APPRECIATION SONGS] ACCRETED VALUE PER $5000 AT MATURITY i, 1► it Maturity Maturity Maturity - 21 - 10258 f [VORM Off' C ERT I P I CATS OP AUTHENT I CATION VOR ALL 9E9188 1987 BONOSI This Bond is one of the bonds of the series designated herein, described in the within -mentioned Trust indenture. Printed hereon is the complete text of the opinion of Bond Counsel, Greenberg, Traurig, Askew, Hoffman, Lipoff, Rosen & Quentel, P.A., a signed original of which, dated the date of the original issuance of such Bonds, is on file with the undersigned. Date of Authentication: as Bond Registrar By Authorized Officer c • [FORM OF STATEMENT OF INSURANCE FOR ALL SERIES 1987 BONDS [TO COME) - 23 - 10 258 11 (FORM OF ASSREVIATIONS FOR ALL SERIES 1987 BONDS] The following abbreviations, when used in the inscription on the face of the within Bond, shall be construed as though they were written out in full according to applicable laws or regula- tions. TEN COM - as tenants in common TEN ENT - as tenants by the entireties JT TEN - as joint tenants with the right of survivorship and not as tenants in common UNIFORM GIFT MIN ACT - Custodian (Gust) _ (Minor) under Uniform Gifts to Minors Act (State) Additional abbreviations may also be used though not in the above list. [FORM OF ASSIGNMENT FOR ALL SERIES 1987 BONDS] For value received, the undersigned hereby sells, assigns and transfers unto the within Bond, and all rights thereunder, and hereby irrevocably constitutes and appoints , attorney to transfer the said Bond on the bond register, with full power of substitution in the premises. Dated: Please insert Social Security or other identifying number or transferee: Signature guaranteed: NOTICE: The transferor's signature to this Assignment must correspond with the name as it appears on the face of the within Bond in every particular without alteration or any change whatever. - 24 - 10258 J WHEREAS, under the Constitution and laws of the State, in- cluding particularly the Municipal Dome Rule Powers Act (Chapter 166, Flotida Statutes, as amended) and the Charter of the City (Chapter 10847, Special Laws of Florida, 1925, as amended) the City is authorized to issue the Series 1987 Bonds as hereinafter provided, to enter into this Trust indenture, the Hotel Agree- ment, the TC Agreement and the University Agreement and to do or cause to be done all the acts and things herein provided or required to be done as hereinafter covenanted; and WHEREAS, all acts, conditions and things required by the Constitution and laws of the State, including the rules and regu- lations of the City, to happen, exist and be performed precedent to and in the execution and delivery of this Trust Indenture, the Hotel Agreement, the TC Agreement and the University Agreement have happened, exist and have been performed as so required in order to make this Trust Indenture, the Hotel Agreement, the TC Agreement and the University Agreement valid and binding for the security of the Bonds in accordance with their respective terms; and WHEREAS, the payment of principal of and interest on the Series 1987 Bonds as and when due is further secured by a bond insurance policy issued by Municipal Bond Investors Assurance Corporation; and WHEREAS, the Trustee has accepted the trusts created by this Trust Indenture (excepting the trusts imposed upon the Depositary under Article IV hereof) and in evidence thereof has joined in the execution hereof; NOW, THEREFORE, THIS TRUST INDENTURE WITNESSETH: 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 of the purchase and acceptance of the Bonds by the owners (as hereafter defined) thereof, 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 whereof is hereby acknowl- edged, and for the purpose of fixing and declaring the terms and conditions upon which the Bonds are to be issued, authenticated, delivered, 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 hereafter defined) under this Trust Indenture and the redemp- tion premium, if any, and interest thereon according to their tenor, purport and effect, and in order to secure the performance - 25 - 10258 and observance of all the covenants, agreements and conditions] express or implied, therein and herein contained, the City has executed and delivered this Trust Indenture and by this Trust Indenture has given, granted, released; assigned, pledged and set over and does hereby give, grant, release, assign, pledge and set over unto the Trustee in trust, a lien on and pledge of: (i) the Net Revenues of the Convention Center -Garage; (ii) the Pledged Portion of Public Service Tax Revenues; and (iii) all money and securities held or to be held in the Sinking Fund, except for any moneys required to be rebated to the United States of America (collectively, the Trust Estate"). TO HAVE AND TO HOLD all the same with all privileges and appurtenances hereby conveyed and assigned, or agreed or intended so to be, to the Trustee and its successor or successors in trust and to them and their assigns Forever. IN TRUST NEVERTHELESS, upon the terms herein set 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 by this Trust Indenture, without preference, priority or distinction as to lien or other- wise, except as may otherwise be provided herein, of any one Bond over any other Bond by reason of priority in their issue, sale or otherwise, all as herein provided; Provided, however, that if the City, its successors or as- signs, shall well and truly pay, or cause to be paid, or provide for the payment of, pursuant to the provisions of this Trust 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 this Trust Indenture, according to the true intent and meaning thereof, and shall cause the payments to be made into the Sinking Fund (hereinafter men- tioned) as required under this Trust Indenture, and shall well and truly keep, perform and observe all the covenants and agree- ments as provided in and pursuant to the terms of this Trust 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 hereof, then, except as otherwise set forth in this Trust Inden- ture 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 this Trust Indenture and the rights hereby granted shall cease, determine and be void; otherwise this Trust Indenture to be and remain in full force and effect. THIS TRUST INDENTURE FURTHER WITNESSETH and it is expressly declared that all Bonds issued and secured hereunder are to be - 26 - 10258 11 issued, authenticated and delivered and all said property hereby liven, 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 hereinafter expressed, and the City has agreed and covenanted, and does hereby agree and covenant, with the Trustee and with the respective owners, from time to time; of the Bonds as follows: - 27 - "TICLE I. DEFINITIONS. SECTION 101, Meaning of Words and Terms. In addition to words and terms elsewhere defined in this Trust Indenture, the following words and terms as used in this Trust Indenture shall have the following meanings, unless some other meaning is plainly intended: "Accountant" shall mean the firm of independent public ac- countants at the time retained by the City under the provisions of Section 706 to perform and carry out the functions of the Accountant under this Trust Indenture. "Accreted Value" shall mean, as of any date of computation with respect to any Capital Appreciation Bond, an amount equal to the Original Principal Amount of such Capital Appreciation Bond plus the interest accrued on such Capital Appreciation Bond from the date of delivery to the original purchasers thereof to the Valuation Date next preceding the date of computation or the date of computation if a Valuation Date, such interest to accrue at a rate not exceeding the legal rate, compounded semi-annually, plus, with respect to matters related to the payment upon redemp- tion or acceleration of the Capital Appreciation Bonds, if such date of computation shall not be a Valuation Date, a portion of the difference between the Accreted Value as of the immediately preceding Valuation Date (or the date of original issuance if the date of computation is prior to the first Valuation Date succeed- ing the date of original issuance) and the Accreted Value as of the immediately succeeding Valuation Date, calculated based on the assumption that Accreted Value accrues during any period in equal daily amounts on the basis of a year of twelve 30-day months. "Accrued Aggregate Debt Service" shall mean, as of any date of calculation, an amount equal to the sum of the amounts of accrued Debt Service with respect to all Series, calculating the accrued Debt Service with respect to each Series at an amount equal to the sum of (i) interest on the Bonds of such Series accrued and unpaid and to accrue to the end of the then current calendar month, and (ii) Principal Installments due and unpaid and that portion of the Principal Installment for such Series next due which would have accrued (if deemed to accrue in the manner set forth in the definition of Debt Service) to the end of such calendar month. For purposes of this definition, the Origi- nal Principal Amount of Capital Appreciation Bonds shall be included in the calculation of Principal Installments in the same manner and during the same period of time as the principal amount of Bonds that are not Capital Appreciation Bonds. For purposes 10258 of this definition, the Accreted Value of Capital Appreciation Bonds less the Original Principal Amount thereof shall be included in the calculation of accrued and unpaid and accruing interest on Capital Appreciation Bonds in the same manner and during the same period of time as interest on Bonds that are not Capital Appreciation Bonds, "Aggregate Debt Service" for any period shall mean, as of any date of calculation, the sum of the amounts of Debt Service for such period with respect to all Series; provided, however, that for purposes of estimating Aggregate Debt Service for any future period, (i) any Variable Interest Rate Bonds shall be deemed to bear at all times to the maturity thereof the Estimated Average Interest Rate applicable thereto; (ii) any Put Bonds Outstanding during such period which are secured as to payment of principal upon tender prior to maturity date by a credit facility shall be assumed to mature on the stated maturity date thereof, unless such credit facility expires within one year or less of the date of calculation in which case such Put Bonds shall be assumed to mature on the expiration date of such credit facility; and (iii) any such Put Bonds Outstanding which are not so secured by a credit facility shall be assumed to mature on the next date upon which the owner thereof may require payment thereof. For purposes of this definition, the Original Principal Amount of Capital Appreciation Bonds shall be included in the calculation of Principal Installments in the same manner and during the same period of time as the principal amount of Bonds that are not Capital Appreciation Bonds. For purposes of this definition, the Accreted Value of Capital Appreciation Bonds less the Original Principal Amount thereof shall be included in the calculation of accrued and unpaid and accruing interest on Capital Appreciation Bonds in the same manner and during the same period of time as interest on Bonds that are not Capital Appreciation Bonds. "Amortization Installments" shall mean, for any term Bonds issued under this Trust Indenture, the principal amounts of such Bonds required under this Trust Indenture to be redeemed or otherwise retired at such scheduled intervals as fixed for the term Series 1987 Bonds in this Trust Indenture or for any other Series in the supplemental trust indenture authorizing such Series. "Annual Budget" or "Budget" for any Fiscal Year shall mean the budget, as it may be duly amended or supplemented, adopted and in effect for such Fiscal Year as provided in Section 502. "Applicable law" shall mean the Constitution and other laws of the State of Florida, including particularly the Municipal Home Rule Powers Act (Chapter 166, Florida Statutes, as amended) and the Charter of the City (Chapter 10847, Special Laws of Florida, 1925, as amended). - 29 - 16258 "Architect" shall mean the architect or architects or archi- tectural firm or firms at the time retained by the City under the provisions of Section 706 to perform and carry out the duties of the Architect under this Trust Indenture with respect to the Convention Center and the Parking Garage, respectively, as the case may be. "Bondholder" or "owner", when used herein with respect to Bonds authorized under this Trust Indenture, shall mean the registered owner of any Bonds Outstanding. "Bond Insurer" shall mean, with respect to the Series 1987 Bonds, the Municipal Bond Investors Assurance Corporation, its successors or assigns, or any other insurer approved by the City and the Trustee to insure the timely payment of the principal of and the interest on any other Series of Bonds. "Bond Insurance Policy" shall mean the agreement between the City and the Bond Insurer for insuring the payment of the princi- pal of and the interest on one or more Series of Bonds on the dates, respectively, fixed for such payment. "Bond Registrar" shall mean , as bond registrar for the Bonds of each Series, and its successor or successors hereafter appointed in the manner set forth in this Trust Indenture. "Bond Service Account" shall mean the special account created in the Sinking Fund hereinafter mentioned and so desig- nated by Section 504. "Bonds" shall mean the Series 1987 Bonds and any other bonds, notes or other evidences of indebtedness, without regard to the term thereof, issued under and secured by this Trust Indenture. "Capital Appreciation Bonds" shall mean any Bonds hereafter issued as to which interest is payable only at the maturity or prior redemption of such Bonds. For the purposes of (i) receiv- ing payment of the redemption price if a Capital Appreciation Bond is redeemed prior to maturity, or (ii) receiving payment of a Capital Appreciation Bond if the principal of all Bonds is declared immediately due and payable following an event of default as provided in Article VIII or (iii) computing the prin- cipal amount of Bonds held by the owner of a Capital Appreciation Bond in giving to the City or the Trustee any notice, consent, request, or demand pursuant to this Trust Indenture for any pur- pose whatsoever, the principal amount of the Capital Appreciation Bond shall be deemed to be its Accreted Value. - 30 - 10258 "Centrust" shall mean C.R. Tower, Ltd., a Florida limited partnership, and successor in interest under the TC Agreement to Dade Savings and Loan Association. "City" shall mean The City of Miami, Florida. "Code" shall mean the Internal Revenue Code of 1986, or any successor provisions thereto and the regulations promulgated thereunder or under the Internal Revenue Code of 1954, as amended, if applicable, or any successor provisions thereto. "Commission" shall mean from time to time the then governing body of the City so named under the Charter of the City. "Construction Account" shall mean the City of Miami Conven- tion Center and Parking Garage Revenue Bonds Construction Account, a special account created and so designated by Section 401. "Consultant" shall mean the firm or firms of consulting, parking, structural or traffic engineers, or feasibility or man- agement consultants, or architects, of favorable national repute for skill and experience in performing and carrying out the duties to be imposed upon it, retained for a designated purpose by the City under the provisions of Section 707 to perform and carry out the duties of the Consultant with respect to such pur- pose under this Trust Indenture. "Convention Center" shall have the meaning ascribed to it in the recitals to this Trust Indenture. "Convention Center -Garage" shall mean, collectively, the Convention Center and the Parking Garage, including machinery, equipment, fixtures, furniture, improved and unimproved land, landscaping and other facilities appurtenant or incidental thereto. Unless the context explicitly requires otherwise, the term "Convention Center -Garage" also includes any Project. "Cost", as applied to any addition, improvement, modifica- tion, renovation and/or repair of or to the Convention Center - Garage, shall embrace all costs of acquisition and construction and all obligations, expenses and items of cost which are set forth in Section 403. "Cost of Issuance Fund" shall mean the City of Miami Special Revenue Bonds Cost of Issuance Fund, a special fund created and so designated by Section 504. "Current Expenses of the Convention Center -Garage" or "Current Expenses" for any particular period shall mean the rea- - 31 - 10258 sonable and necessary current expenses incurred during such period by the City for the operation, repair, maintenance, man- agement and administration of the Convention Center -Garage, as determined in accordance with generally accepted auditing stan- dards except as modified by this definition, and shall include, without limiting the generality of the foregoing, all ordinary and usual expenses of operation, repair, maintenance, management and administration, wages, salaries, pension expenses, premiums for insurance, all administrative, accounting, architectural and engineering fees and expenses, including those of the Accountant, any Architect and any Consultant, relating to such operation, repair, maintenance, management and administration, fees and expenses of the Fiduciaries not payable out of the Construction Account, legal expenses, excises, assessments or other levies, however described, lawfully levied, assessed or imposed by any taxing authority on or against the Convention Center -Garage or the City with respect to the Convention Center -Garage, and any other expenses of maintenance, repair, operation or administra- tion required or permitted to be paid by or on behalf of the City with respect to the Convention Center -Garage under the provisions of this Trust Indenture or by law, but shall not include any costs or expenses payable from proceeds of Bonds, any deprecia- tion allowance, Debt Service, or any reserves for extraordinary maintenance or repair, unless otherwise expressly provided in this Trust Indenture. "Debt Service" for any period shall mean, as of any date of calculation and with respect to any Series, an amount equal to the sum of (i) interest accruing during such period on Bonds of such Series, except to the extent that such interest is to be paid from deposits in the Sinking Fund made from the proceeds of Bonds or Subordinated Indebtedness (including amounts, if any, transferred thereto from the Construction Account) and (ii) that portion of each Principal Installment for such Series which would accrue during such period if such Principal Installment were deemed to accrue daily in equal amounts from the next preceding Principal Installment due date for such Series (or, if (a) there shall be no such preceding Principal Installment due date or (b) such preceding Principal Installment due date is more than one year prior to the due date of such Principal Installment, then, from a date one year preceding the due date of such Principal Installment or from the date of issuance of the Bonds of such Series, whichever date is later). Such interest and Principal Installments for such Series shall be calculated on the assump- tion that (1) no Bonds (except for Put Bonds actually tendered for payment and not purchased in lieu of redemption prior to the redemption date thereof) of such Series Outstanding at the date of calculation will cease to be Outstanding except by reason of the payment of each Principal Installment on the due date thereof and (2) the principal amount of Put Bonds tendered for payment - 32 - 10 258 and not purchased in lieu of redemption prior to the redemption date thereof shall be deemed to accrue on the date required to be paid pursuant to such tender, For purposes of this definition, the Original Principal Amount of Capital Appreciation Bonds shall be included in the calculation of Principal Installments in the same manner and during the same period of time as the principal amount of Bonds that are not Capital Appreciation Bonds. For purposes of this definition, the Accreted Value of Capital Appre- ciation Bonds less the Original Principal Amount thereof shall be included in the calculation of accrued and unpaid and accruing interest on Capital Appreciation Bonds in the same manner and during the same period of time as interests on Bonds that are not Capital Appreciation Bonds. "Debt Service Reserve Requirement" shall mean the lower of (a) with respect to any Series that does not constitute Variable Interest Rate Bonds, an amount equal to the maximum annual Debt Service for such Series► and with respect to any Series of Vari- able Interest Rate Bonds, such amount as shall be set forth in _ the supplemental trust indenture pursuant to which such Variable Interest Rate Bonds are issued or (b) the maximum amount that will not result in a violation of the covenants, agreements and obligations of the City pursuant to Section 701. The City may - provide by supplemental trust indenture that the components of the formula for determining the Debt Service Reserve Requirement set forth in clause (a) of the preceding sentence for any Series shall be greater than required by this definition. "Depositary" shall mean any bank or banks or trust company or trust companies, which is a member of the Federal Deposit Insurance Corporation and which is duly authorized under the laws of the United States of America or the State to engage in the banking business within the State, designated by the City as a depositary of money under the provisions of this Trust Inden- ture. "Estimated Average Interest Rate" shall mean, as to any Variable Interest Rate Bond or Bonds, one hundred fifteen percent (115%) of the greatest of (i) the daily average interest rate on such Bonds during the twelve months ending with the month preced- ing the date of calculation, or such shorter period that such Bonds shall have been Outstanding, (ii) the rate of interest on such Bonds on the date of calculation or (iii) the rate of inter- est certified in writing by the remarketing agent serving with respect to such Bonds (or if no such remarketing agent is serv- ing, an agent satisfactory to the Trustee appointed by the City in the supplemental trust indenture authorizing the issuance of such Bonds for the purpose of making the determination required by this clause (iii)) as of a particular date of calculation to be that rate which, in the sole judgment of such remarketing - 33 - 16258 agent (or other agent) having due regard for prevailing financial ►tarket conditions, would be borne by fixed rate bonds of a rating similar to such Bonds with a maturity thirty years after the date of calculation. "Fiduciary" or "Fiduciaries" shall mean the Trustee, the Bond Registrars, the Rayings Agents, the Depositary, or any or all of them, as may be appropriate. _ "Financial Journal". see definition below of "Newspaper" "Fiscal Year" shall mean the Fiscal Year of the City, being the period commencing on the first day of October of any year and ending on the last day of September of the following year. "General Partner of Hotel Developer" shall mean Miami Center Associates, Inc., a corporation organized and existing under the laws of the State, the managing general partner of the Hotel Developer performing the functions of the chief executive officer of the Hotel Developer. "Government Obligations" shall mean direct obligations of, or obligations the principal of and the interest on which are unconditionally guaranteed by, the United States of America. "Gross Revenues of the Convention Center -Garage" for any particular period shall mean (i) all revenues, rents, fees, rates, charges and other income and receipts derived in such period by or on behalf of the City from its ownership, lease, operation or possession of, or in connection with, the Convention Center -Garage, or any part thereof, including rent derived under the Hotel Agreement, the TC Agreement, the Lease Agreement between the City and CenTrust Realty and Construction Company dated July 30, 1985 (as supplemented and amended from time to time for retail and commercial space on the ground floor of the Parking Garage, and the University Agreement and other revenues derived from leases, subleases and contracts, (ii.) proceeds of any use or occupancy insurance, and of any other insurance which insures against business interruption, relating to the Convention Center -Garage and (iii) interest on any money or securities held under this Trust Indenture and required to be paid into the Revenue Fund pursuant to this Trust Indenture. Gross Revenues of the Convention Center -Garage do not include any moneys held under or pursuant to this Trust Indenture that are required to be rebated to the United States of America. "Hotel" shall mean the hotel, including furniture, fixtures and equipment, constructed by the Hotel Developer pursuant to the provisions of the Hotel Agreement. - 34 - 10258 "hotel Agreement" shall mean the Lease and Agreement for Development between the City and the Hotel Developer, dated Sep- tember 13, 1919, as amended by the First Supplement to the Lease and Agreement for Development, dated as of July 1, 1980, and as it may be amended from time to time as provided in the Hotel Agreement and otherwise in Sections 722 and 1309. "Hotel Developer" shall mean Miami Center Associates, Ltd., a Florida limited partnership, including any successor or assigns of the motel Developer pursuant to the provisions of the Hotel Agreement. "Motel Mortgagee" shall mean the owner of the Hotel Devel- oper's first mortgage on the Hotel, or its successors or assigns, and any person acquiring the leasehold interest of the Hotel Developer in the Leased Premises. "Investment Obligations" shall mean and include any of the following securities, if and to the extent the same are at the time legal for investment of the City's funds: (i) any bonds or other obligations which as to prin- cipal and interest constitute direct obligations of, or are unconditionally guaranteed by, the United States of America, including obligations of any of the Federal agencies set forth in clause (iii) below to the extent unconditionally guaranteed by the United States of America; (ii) any bonds or other obligations of any state of the United States of America or of any agency, instrumenta- lity or local governmental unit of any such state (a) which are not callable prior to maturity or as to which irrevo- cable instructions have been given to the trustee of such bonds or other obligations by the obligor to give due notice of redemption and to call such bonds for redemption on the date or dates specified in such instructions, (b) which are secured as to principal and interest and redemption premium, if any, by a fund consisting only of cash or bonds or other obligations of the character described in clause (i) hereof which fund may be applied only to the payment of such prin- cipal of and interest and redemption premium, if any, on such bonds or other obligations on the maturity date or dates thereof or the redemption date or dates specified in the irrevocable instructions referred to in subclause (b) of this clause (ii), as appropriate, and (c) as to which the principal of and interest on the bonds and obligations of the character described in clause (i) hereof which have been deposited in such fund along with any cash on deposit in such fund are sufficient to pay principal of and interest and redemption premium, if any, on the bonds or other obli- - 35 - :10258 gations described in this clause (ii) on the maturity date or dates thereof or on the redemption date or dates speci- fied in the irrevocable instructions referred to in sub - clause (a) of this clause (ii), as appropriate; (iii) bonds, debentures; or other evidences of indebt- edness 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; (iv) new housing authority bonds issued by public agencies or municipalities and fully secured as to the pay- ment of both principal and interest by a pledge of annual contributions under an annual contributions contract or contracts with the United States of America; or project notes issued by public agencies or municipalities and fully secured as to the payment of both principal and interest by a requisition or payment agreement with the United States of America; (v) direct and general obligations of any state of the United States of America or any agency, instrumentality of local governmental unit of any such state, to the payment of the principal of and interest on which the full faith and credit of such state, agency, instrumentality or local gov- ernmental unit is pledged, provided that at the time of their purchase hereunder such obligations are rated in either of the two highest rating categories by a nationally recognized bond rating agency; (vi) obligations of any state of the United States of America or any political subdivision thereof or any agency or instrumentality of any state or political subdivision which shall be rated in the highest rating category by a nationally recognized bond rating agency or any municipal obligations the payment of the principal of and the interest of which are insured, which are rated in one of the two highest rating categories by both Moody's and S & P; (vii) certificates or other instruments that evidence ownership of the right to payments of principal of or inter- est on obligations of any state of the United States of America or any political subdivision thereof or any agency or instrumentality of any state or political subdivision, provided that such obligations shall be held in trust by a bank or trust company or a national banking association meeting the requirements for a successor Trustee under Sec- tion 914, and provided further that the payments of all principal of and interest on such certificates or such obli- - 36 - :10258 gations shall be fully insured or unconditionally guaranteed by, or otherwise unconditionally payable to a credit support arrangement provided by, one or more financial institutions or insurance companies or associations which at the date of investment shall have an outstanding, unsecured, uninsured and unguaranteed debt issue rated in the highest rating category by a nationally recognized bond rating agency, or in the case of an insurer providing municipal bond insurance policies insuring the payment, when due, of the principal of and interest on municipal bonds, such insurance policy shall result in such municipal bonds being rated in the highest rating category by a nationally recognized bond rating agency; (viii) certificates that evidence ownership of the right to payments of principal or interest on obligations described in clause (i), provided that such obligations shall be held in trust by a bank or trust company or a national banking association meeting requirements for a successor Trustee under Section 914; (ix) certificates of deposit, whether negotiable or non-negotiable, and banker's acceptances which at the time of investment are eligible for discount at the Federal Reserve Bank; (x) commercial paper, other than that issued by bank holding companies, (1) rated at the date of investment in the highest rating category by a nationally recognized bond rating agency, or (2) issued by corporations which at the dated of investment have an outstanding, unsecured, uninsured and unguaranteed debt issue rated in either of the two highest rating categories by a nationally recognized bond rating agency; (xi) any repurchase, reverse repurchase or investment agreement with any bank or trust company organized under the laws of any state of the United States of America or any national banking association or government bond dealer, which agreement is secured by any one or more of the securi- ties described in clause (i), (iii), (iv), (ix), or (x) above, which securities shall at all times (a) have a market value (inclusive of accrued interest ) not less than that of the repurchase agreement, (b) be held free and clear of claims by third parties, (c) be subject to a perfected first security interest in the collateral in favor of the Trustee and (d) be delivered to the Trustee or its agent, as custo- dian; - 37 - 16258 gations shall be fully insured or unconditionally guaranteed by, or otherwise unconditionally payable to a credit support arrangement provided by, one or more financial institutions or insurance companies or associations which at the date of investment shall have an outstanding, unsecured, uninsured and unguaranteed debt issue rated in the highest rating category by a nationally recognized bond rating agency, or in the case of an insurer providing municipal bond insurance policies insuring the payment, when duet of the principal of and interest on Municipal bonds, such insurance policy shall result in such municipal bonds being rated in the highest rating category by a nationally recognized bond rating agency; (viii) certificates that evidence ownership of the right to payments of principal or interest on obligations described in clause (i), provided that such obligations shall be held in trust by a bank or trust company or a national banking association meeting requirements for a successor Trustee under Section 914; (ix) certificates of deposit, whether negotiable or non-negotiable, and banker's acceptances which at the time of investment are eligible for discount at the Federal Reserve Bank; (x) commercial paper, other than that issued by bank holding companies, (1) rated at the date of investment in the highest rating category by a nationally recognized bond rating agency, or .(2) issued by corporations which at the dated of investment have an outstanding, unsecured, uninsured and unguaranteed debt issue rated in either of the two highest rating categories by -a nationally recognized bond rating agency; (xi) any repurchase, reverse repurchase or investment agreement with any bank or trust company organized under the laws of any state of the United States of America or any national banking association or government bond dealer, which agreement is secured by any one or more of the securi- ties described in clause (i), (iii), (iv), (ix), or (x) above, which securities shall at all times (a) have a market value (inclusive of accrued interest ) not less than that of the repurchase agreement, (b) be held free and clear of claims by third parties, (c) be subject to a perfected first security interest in the collateral in favor of the Trustee and (d) be delivered to the Trustee or its agent, as custo- dian; - 37 - 1 Q.�Jr (xii) shares of an investment company, organized under the InveStftient Company Act of 1940 as amended, which invests its assets exclusively in obligations of the type described in clause (i), (vi) (ix), (x) or (xi); and (xii) Annuity Contracts issued by Insurance Companies or other Financial Institutions. For purpose of this clause (xii), the term "Annuity Contracts" refers to contracts under which the purchaser agrees to pay money to an insur- ance company or other financial institution (either in a lump sum or installments) and such insurance company or financial institution promises to pay interest at a guar- anteed rate for the life of the contract. The term "Annuity Contracts" includes those agreements sometimes referred to as funding agreements or guaranteed investment contracts. For purposes of this clause (xii), the term "Insurance Com- panies or Other Financial Institutions" refers to insurance companies or other financial institution (i) whose senior unsecured long-term debt obligations are rated by Standard & Poor's Corporation or Moody's Investors Service in one of the two highest rating categories for long-term debt obliga- tions maintained by either such agency (without regard to gradations within such categories), or (ii) whose ability to pay claims is rated in one of the two highest rating cate- gories maintained by A.M. Best Company. "Leased Premises" shall mean the air spaces and other rights leased, and the easements granted, by the City to the Hotel Developer pursuant to the Hotel Agreement. "Maximum Interest Rate" shall mean, with respect to any par- ticular Variable Interest Rate Bonds, a numerical rate of inter- est, which shall be set forth in the supplemental trust indenture authorizing such Bonds, that shall not exceed the maximum rate of interest permitted under applicable law and that shall be the maximum rate of interest such Bonds may at any bear. Net Revenues of the Convention Center -Garage" for any par- ticular period shall mean the excess of all Gross Revenues of the Convention Center -Garage received in such period by or for the City over all Current Expenses for such period. "Newspaper" shall mean a newspaper of general circulation in the City of Miami, Florida regularly published in the English language at least once in each of five (5) consecutive days of each week and "Financial Journal" shall mean The Bond Buyer or in the event that The Bond Buyer is no longer published, a compar- able financial journal selected by the City. - 38 - "Opinion of Counsel" shall mean an opinion in writing signed by an attorney or firm of attorneys (who may be counsel to the City) selected by the City. "Original Principal Amount" shall mean, when used with respect to a Capital Appreciation Bond, an amount equal to the original principal amount of such Capital Appreciation Bond and not its Accreted Value. "Outstanding", when used with reference to Bonds, shall mean, as of a particular date, all Bonds theretofore authentica- ted and delivered under this Trust Indenture, except: (1) Bonds theretofore cancelled by the Trustee or delivered to the Trustee for cancellation. (2) Bonds (or portions of Bonds) for the payment or redemption of which moneys, equal to the principal amount or redemption price thereof, as the case may be, with interest to the date of maturity or redemption date, shall be held in trust under this Trust Indenture and set aside for such payment or redemption (whether at or prior to the maturity or redemption date), provided that if such Bonds (or portions of Bonds) are to be redeemed, notice of such redemption shall have been given or provision satisfactory to the Trustee shall have been made for the giving of such notice as provided in Article III; (3) Bonds in lieu of or in substitution for which other Bonds shall have been authenticated and delivered pursuant to Article II or Section 307 or 1109 unless proof satisfactory to the Trustee is presented that any such Bonds are held by a bona fide purchaser in due course; and (4) Bonds paid or deemed to have been paid as provided in Section 1201. A Capital Appreciation Bond, other than a Capital Apprecia- tion Bond that satisfies one or more of the exceptions set forth in the sentence immediately preceding, shall be Outstanding only to the extent of its Accreted Value. In addition, Bonds held by or for the City shall not be deemed to be Outstanding for the purposes and within the purview of Article XI of this Trust Indenture. "Parking Garage" shall have the meaning ascribed to it in the recitals to this Trust Indenture. - 39 - 10 258 "Paying Agent" shall mean, and as paying agents for the Series 1987 Bonds, and such other bank or trust company as may be appointed in the manner set forth in this Trust Indenture for any other Series of Bonds, and the successor or successors of any such paying agent appointed in the manner set forth in this Trust Indenture. "Pledged Portion of Public Service Tax Revenues" shall mean that portion of Public Service Tax revenues derived by the City from the levy and collection of the tax imposed pursuant to Sec- tion 166.231 (9)(a)(1) of the Florida Statutes, as amended, or Section 166.231(9)(a)(2) of the Florida Statutes, as amended, or in either case pursuant to any successor provision thereto, which each month remain immediately after the deposit by the City to the credit of the sinking fund under Ordinance No. 7066 adopted by the Commission on November 21, 1962 of the respective amounts required under clauses (a), (b) and (c) of Section 402 of said Ordinance No. 7066. "Principal Installment" shall mean, as of any date of calcu- lation and with respect to any Series, so long as any Bonds thereof are Outstanding, (i) the principal amount of Bonds (including the principal amount of any Put Bonds tendered for payment and not purchased in lieu of redemption prior to the redemption date thereof) of such Series due (or so tendered for payment and not purchased in lieu of redemption) on a certain future date for which no Amortization Installments have been established, or (ii) the unsatisfied balance of any Amortization Installments due on a certain future date for Bonds of such Series, plus the amount of the sinking fund redemption premiums, if any, which would be applicable upon redemption of such Bonds on such future date in a principal amount equal to said unsatis- fied balance of such Amortization Installments, or (iii) if such future dates coincide as to different Bonds of such Series, the sum of such principal amount of Bonds and of such unsatisfied balance of Amortization Installments due on such future date plus such applicable redemption premiums, if any. "Prior Bonds" shall mean The City of Miami, Florida Conven- tion Center and Parking Garage Revenue Bonds originally issued on August 7, 1980 in the aggregate principal amount of $60,000,000. "Project" shall mean any undertaking by the City to finance from the proceeds of Bonds the acquisition, construction or equipping of any addition, improvement, modification, renovation and/or repair of or to the Convention Center -Garage. "Project Director" shall mean the Project Director or other officer performing the functions of the Project Director of the - 40 - 10 258 City in connection with the Convention Center or in connection with the Parking Garage. "Put Bonds" shall mean Bonds which by their terms may be tendered by and at the option of the owner thereof for payment by the City prior to the stated maturity thereof. "Public Service Tax" shall mean any tax levied and imposed by the City pursuant to Section 166.231 of the Florida Statutes, as amended. "Redemption Account" shall mean the special account created in the Sinking Fund and so designated by Section 504. "Refunding Bonds" shall mean all Bonds, other than the Series 1987 Bonds, whether issued in one or more Series, authen- ticated and delivered on original issuance pursuant to Section 204, and any Bonds thereafter authenticated and delivered in lieu of or in substitution for such Bonds pursuant to Article II or Section 307 or Section 1109. "Renewal and Replacement Fund" shall mean the City of Miami Special Revenue Bonds Renewal and Replacement Fund, a special fund created and so designated by Section 504. "Rent" shall mean the rent payable to the City by the Hotel Developer as provided in the Hotel Agreement, the rent payable to the City by Centrust as provided in the TC Agreement and the rent payable to the City by the University pursuant to the University Agreement. "Reserve Account" shall mean the special account created in the Sinking Fund and so designated by Section 504. "Revenue Fund" shall mean the City of Miami Special Revenue Bonds Revenue Fund, a special fund created and so designated by Section 503. "serial Bonds" shall mean the Bonds, other than term Bonds, designated and authorized to be issued as serial Bonds under this Trust Indenture which are stated to mature by their terms in consecutive annual installments and which are not subject to Amortization Installments. "Series shall mean all of the Bonds authenticated and delivered on original issuance and identified pursuant to this Trust Indenture or the supplemental trust indenture authorizing such Bonds as a separate series of Bonds, or any Bonds thereafter authenticated and delivered in lieu of or in substitution for such Bonds pursuant to Article II or Section 307 or Section 1109, 41 - 1O25 City in connection with the Convention Center or in connection with the Parking Garage. "Put Bonds" shall mean Bonds which by their terms may be tendered by and at the option of the owner thereof for payment by the City prior to the stated maturity thereof. "Public Service Tax" shall mean any tax levied and imposed by the City pursuant to Section 166.231 of the Florida Statutes, as amended. "Redemption Account" shall mean the special account created in the Sinking Fund and so designated by Section 504. "Refunding Bonds" shall mean all Bonds, other than the Series 1987 Bonds, whether issued in one or more Series, authen- ticated and delivered on original issuance pursuant to Section 204, and any Bonds thereafter authenticated and delivered in lieu of or in substitution for such Bonds pursuant to Article II or Section 307 or Section 1109. "Renewal and Replacement Fund" shall mean the City of Miami Special Revenue Bonds Renewal and Replacement Fund, a special fund created and so designated by Section 504. "Rent" shall mean the rent payable to the City by the Hotel Developer as provided in the Hotel Agreement, the rent payable to the City by Centrust as provided in the TC_Agreement and the rent payable to the City by the University pursuant to the University Agreement. "Reserve Account" shall mean the special account created in the Sinking Fund and so designated by Section 504. "Revenue Fund" shall mean the City of Miami Special Revenue Bonds Revenue Fund, a special fund created and so designated by Section 503. "serial Bonds" shall mean the Bonds, other than term Bonds, designated and authorized to be issued as serial Bonds under this Trust Indenture which are stated to mature by their terms in consecutive annual installments and which are not subject to Amortization Installments. "Series" shall mean all of the Bonds authenticated and delivered on original issuance and identified pursuant to this Trust Indenture or the supplemental trust indenture authorizing such Bonds as a separate series of Bonds, or any Bonds thereafter authenticated and delivered in lieu of or in substitution for such Bonds pursuant to Article II or Section 307 or Section 1109, - 41 i0258 AL regardless of variations in maturity, interest rate, Amortization Installments, or other provisions. "Series 1587 Bonds" shall mean the City of Miami Special Revenue Refunding Bonds, Series 1987 authorized to be issued pursuant to Section 201 of this Trust Indenture. "Sinking Fund" shall mean the City of Miami Special Revenue Bonds Interest and Sinking Fund, a special fund created and so designated by Section 504. "State" shall mean the State of Florida. "Subordinated Indebtedness" shall mean indebtedness of the City incurred as contemplated by Section 215. "Surplus Fund" shall mean the City of Miami Special Revenue Bonds Surplus Fund, a special fund created and so designated by Section 504. "term Bonds" shall mean the Bonds, other than serial Bonds, designated and authorized to be issued as term Bonds under this Trust Indenture. "trade center" shall mean that certain trade center and office building, and any other improvements and appurtenances thereto, constructed, operated and maintained pursuant to the TC Agreement. "TC Agreement" shall mean the Lease Agreement between the City and Dade Savings and Loan Association, predecessor in inter- est to Centrust, dated as of July 1, 1980, as amended from time to time as provided in the TC Agreement and otherwise in Sections 722 and 1309, together with any documents of assignment or dele- gation executed in connection therewith. "TC Leased Property" shall mean the premises demised by the City to Centrust pursuant to the TC Agreement, including the lease of air space over the Parking Garage and certain other rights and the grant of certain easements. "Trust Estate" shall have the meaning ascribed to it in the granting clauses of this Trust Indenture. "Trust Indenture" or "this Trust Indenture" shall mean this Trust Indenture, together with all supplemental trust indentures as herein permitted. "Trustee" shall mean Florida National Bank, Fort Lauderdale, Florida', the Trustee initially designated to act, and acting, as Trustee under this Trust Indenture, and any successor Trustee. M 1.0258` "University'' shall mean the University of Miami, a non- profit corporation organized and existing under the laws of the State. "University Agreement" shall mean the agreement between the City and the University, dated April 1, 1977, as amended from time to time as provided in the University Agreement and other- wise in Sections 722 and 1309. "Valuation Date" shall mean, with respect to the Series 1987 Bonds issued in capital appreciation bond form, each January 1 and July 1, and with respect to any other Capital Appreciation Bonds, the date or dates set forth in the supplemental trust indenture authorizing such Bonds on which specific Accreted Values are assigned to the Capital Appreciation Bonds. "Variable Interest Rate" shall mean a variable interest rate to be borne by a Series of Bonds or any one or more maturities within a Series of Bonds. The methods of computing such variable interest rate shall be specified in the supplemental trust inden- ture authorizing such Series of Bonds. Such supplemental trust indenture shall also specify either (i) the particular period or periods of time for which such variable interest rate shall remain in effect or (ii) the time or times upon which any change in such variable interest rate shall become effective. SECTION 102. Miscellaneous Definitions and Conventions. Words of the masculine gender shall be deemed and construed to include correlative words of the feminine and neuter genders. Except where the context otherwise requires, words importing the singular number shall include the plural number and vice versa, and words importing persons shall include firms, associations, corporations, districts, agencies and bodies. All reference in this Trust Indenture to Articles, Sections, and other subdivi- sions are to the corresponding Articles, Sections or subdivisions of this Trust Indenture, and the words herein, hereof, hereunder and other words of similar import refer to this Trust Indenture as a whole and not to any particular Article, Section or subdivi- sion of this Trust Indenture, and any Table of Contents appended to copies of this Trust Indenture, shall be solely for conveni- ence of reference and shall not affect the meaning, construction or effect of this Trust Indenture. 43 - ia:�ss ARTICLE t I . VORM t 9XECUTION, AUTNBNTICATION, b8LIMY ANb 99015TRATION Off` BONOS. SECTION 2014 Authorization for Series 1987 Bonds and Other Bonds, - -- --- (a) No Bonds may be issued under the provisions of this Trust Indenture except in accordance with the provisions of this Article 11. The Series 1987 Bonds entitled to the benefit, protection and security of this Trust Indenture, are hereby authorized to be issued in the aggregate principal amount of _ DOLLARS ($ ) for the purpose of paying all or a portion of ( i ) the cost of advance refunding $60,000,000 in aggregate principal amount of the City's Convention Center and Parking Garage Revenue Bonds, and (ii) certain costs associated with the issuance of the Series 1987 Bonds. One or more additional Series of Bonds, other than the Series 1987 Bonds, entitled to the benefit, security and protection of this Trust Indenture are hereby authorized to be issued in such aggregate principal amount as the City may autho- rize by supplemental trust indenture (i) for the purpose of pay- ing all or a portion of the Cost of any Project, or (ii) as a Series of Refunding Bonds, The Series 1987 Bonds shall be desig- nated as "The City of Miami, Florida Special Revenue Refunding Bonds, Series 1987." All other Series of Bonds shall be designated as "The City of Miami, Florida Convention Center and Parking Garage Revenue Bonds, Series " with such additional designations as may be provided by supplemental trust indenture. (b) Nothing in this Trust Indenture shall be deemed to preclude or restrict the consolidation into a single Series for purposes of issuance and sale of Bonds otherwise permitted by this Trust Indenture and authorized by the City to be issued at the same time in two or more separate Series, provided that solely for the purpose of satisfying the requirements of Section 202, Section 203 or Section 204, as the case may be, the Bonds otherwise permitted by this Trust Indenture to be issued as a separate Series shall be considered separately as if such Bonds were to be issued as a separate Series. In the event that sepa- rate Series are combined for purposes of issuance and sale, they may be issued under a single supplemental trust indenture not- withstanding any other provision of this Trust Indenture. (c) All the Bonds of each Series of like maturity shall be identical in all respects, except as to interest rate, denomina- tions, numbers and letters. After the original issuance of Bonds of any Series, no Bonds of such Series shall be issued except in lieu of or in substitution for other Bonds of such Series pursu- ant to Article II or Section 307 or Section 1109. - 44 - (d) Series 1987 Bonds in the aggregate principal amount of Dollars ($_ ) shall be serial Bonds in current interest bond form and shall be stated to mature, subject to the right of prior redemption, on in the following years and principal amounts: Year of Principal Year of Principal Maturity Amount Maturity Amount Series 1987 Bonds in the aggregate principal amount of Dollars ($ ) shall be term Bonds in current interest bond form and shall be stated to mature, subject to the right of prior redemption, on The term Series 1987 Bonds maturing on shall be subject to mandatory redemption (and retirement) at a redemp- tion price equal to the principal amount thereof from money in the Sinking 'Fund in satisfaction of the Amortization Installments therefor on , in the years and in the principal amounts respectively, as follows: Principal Principal Year Amount Year Amount * Maturity Series 1987 Bonds in the Original Principal Amount of Dollars ($ ) shall be term Bonds in capital appreciation bond form and shall be stated to mature, subject to the right of prior redemption, on The term Series 1987 Bonds maturing on shall be subject to mandatory redemption (and retirement) at the redemption price set forth below (each expressed as a percentage M 9 EN of Accreted Value at maturity) from money in the Sinking Fund in satisfaction of the Amortization installments therefor on in the years and in the maturity amounts respectively, as follows! Principal Redemption Principal Redemption Year amount Price Year Amount Price * Maturity (e) Simultaneously with the delivery of the Series 1987 Bonds, the Trustee shall apply the proceeds (including accrued interest) thereof as follows: (i) the Trustee shall deposit to the credit of the Bond Service Account the sum of Dollars ($ ) (comprising the accrued interest on the Series 1987 Bonds) to pay a portion of the interest which will become due and payable on the Series 1987 Bonds through 1, 1987; (ii) the Trustee shall deposit to the credit of the Escrow Deposit Trust Fund established under the Escrow Deposit Agreement of even date herewith between the City and , as Escrow Agent the sum of Dollars ($ ) for application in the manner set forth in said Escrow Deposit Agreement; and (iii) the Trustee shall deposit the balance of the proceeds of the Series 1987 Bonds to the credit of the Cost of Issuance Fund to pay the cost of issuing and insuring the Series 1987 Bonds. (f) Simultaneously with the delivery of the Series 1987 Bonds, the Trustee shall apply the moneys received by it from the trustee for the Prior Bonds, as follows: (i) the Trustee shall deposit to the credit of the Revenue Fund all moneys, if any, received by it from the trustee for the Prior Bonds that are derived from the revenue fund established under the trust indenture for the Prior Bonds; — 46 - 10258 (ii) the Trustee shall deposit to the credit of the Escrow Deposit Trust Fund referred to in Section 201(e)(ii) all moneys received by it from the trustee for the Prior Bonds that are derived from the bond service account established under the trust indenture for the Prior Bonds; (iii) the Trustee shall deposit to the credit of the Reserve Account moneys in an amount equal to the Debt Service Reserve Requirement received by it from the trustee for the Prior Bonds that are derived from the reserve account established under the trust indenture for the Prior Bonds; (iv) the Trustee shall deposit to the credit of the Construction Account maintained with the Depository the remainder of the moneys received by it from the trustee for the Prior Bonds that are derived from the reserve account established under the trust indenture for the Prior Bonds; and - M the Trustee shall deposit to the credit of the Renewal and Replacement Fund the moneys received by it from the trustee for the Prior Bonds that are derived from the renewal and replacement fund and the supplemental reserve fund, each established under the trust indenture for the Prior Bonds. (g) Simultaneously with the delivery of the Series 1987 — Bonds, the Depository shall deposit to the credit of the Construction Account the moneys received by it from the deposi- tary for the Prior Bonds that are derived from the construction account established under the trust indenture for the Prior Bonds. SECTION 202. General Provisions for Issuance of Bonds. (a) All (but not less than -all) of the Bonds of each Series, including the Series 1987 Bonds, shall be executed by the City for issuance under this Trust Indenture and delivered to the Trustee and thereupon shall be authenticated by the Trustee or by the Bond. Registrar and by it delivered to the City or upon its order but only upon the receipt by the Trustee of: (i) a copy, certified by the City Clerk or a Deputy City Clerk of the City, of the Bond Ordinance of the Commission described in the recitals to this Trust Inden- ture; - 47 - ia:�5� (ii) a copy, certified by the City Clerk or a Deputy City Clerk of the City, of the ordinance or resolution of the Commission awarding the Ponds of such Series, specifying the interest rate of the Ponds of such Series, fixing the times and prices at which the Bonds of such Series are to be redeemable; and directing the authentication and delivery of the Bonds of such Series to or upon the order of the pur- chasers therein named upon payment of the purchase price therein set forth; (iii) a copy, certified by the City Clerk or a Deputy City Clerk of the City, of the resolution or ordinance of the Commission designating the Paying Agents for the Bonds of such Series and, if appropriate, the Depositary and, in the case of the Series 1987 Bonds, appointing the Trustee; (iv) a copy, certified by the City Clerk or a Deputy City Clerk of the City, of each resolution of the Commission authorizing the execution and delivery of the Hotel Agree- ment, the TC Agreement and the University Agreement, respec- tively, and any amendments or supplements thereto; (v) A certified copy of the policy of title insurance delivered in connection with the issuance of the Prior Bonds, insuring the fee simple title of the City to the site on which the Convention Center -Garage is con- structed in an amount as approved by the City; (vi) a fully executed counterpart of this Trust Indenture; (vii) fully executed counterparts or certified copies of the Hotel Agreement and the First Supplement thereto; (viii) a fully executed counterpart or certified copy of the TC Agreement; (ix) a fully executed counterpart of certified copy of the University Agreement; (x) in the case of the Series 1987 Bonds only, an executed acknowledgment of the trustee for the bonds to be refunded thereby that any lien of such Bonds to be refunded upon the Trust Estate or any portion thereof is terminated, released and defeased; (xi) (1) fully executed counterparts or certified copies of the management contract with respect to the Hotel between the Hotel Developer and the Hyatt Hotel Corporation; (2) the resolution of the Commission and, if any, the state tent of understanding between the Department of off -Street Parking of the City and the City Manager, with respect to the operation of the Parking Garage; and (1) a fully executed counterpart or certified copy of the Parking FL Agreement between the City and the Hotel Developer; (xii) A signed opinion of nationally recognized bond counsel dated the date of issuance of such Series of Bonds to the effect that (1) the. City has lawful authority for the issuance and sale of the Bonds; the Bonds are valid and binding obligations of the City enforceable in accordance with their terms and secured by this Trust Indenture; the Bonds are payable as to principal, premium, if any, and interest from and secured by a valid and enforceable lien on and pledge of the Trust Estate; (2) this Trust Indenture has been duly authorized, executed and delivered by the City, constitutes a valid and legally binding agreement of the City, enforceable in accordance with its terms; provided that such opinion may take exception for limitations imposed by or resulting from bankruptcy, insolvency, moratorium, reorganization or other laws affecting creditors' rights and judicial discretion and may state that no opinion is being rendered as to the availability of any particular remedy; and (3) the issuance of the Bonds of such Series will not affect adversely the exclusion of interest on any Outstanding Bonds from gross income for Federal income tax purposes. No opinion need be expressed as to the priority of the pledge and assignment and security interest created by this Trust Indenture over the rights of other persons in the Trust Estate; (xiii) a certificate dated the date of issuance of such Series of Bonds executed, acknowledged and delivered by a duly authorized officer of the Hotel Developer in recordable form to the effect that the Hotel Agreement remains unmodi- fied and in full force and effect (or, if modified, that the same as modified remains in full force and effect) and setting forth the dates to which rent and other charges payable by the Hotel thereunder have been paid in advance and stating whether or not to the best knowledge of the Hotel Developer, it or the City is in default in the performance of any obligations under the Hotel Agreement, and, if so, specifying each such default of which the Hotel has knowledge; (xiv) a signed opinion of special counsel to the City dated the date of issuance of such Series of Bonds to the effect that the City has fee simple title to the sites on which the Convention Center -Garage is constructed, free and clear of any and all liens and encumbrances other than liens and encumbrances, if any, that do not affect materially the - 49 V325 8 operation, repair or maintenance of the Convention Center- Garage or the security for the Bonds; (xv) a signed opinion of the City Attorney of the City dated the date of issuance of such Series of Bonds to the effect that the signer has determined with respect to the City that (i) the execution and delivery by the City of this Trust Indenture, the Hotel Agreement, the TC Agreement and the University Agreement, and performance by the City of its obligations under said agreements, have been duly autho- rized, (ii) said agreements have been duly executed and delivered by the City and, assuming proper authorization and execution by the Trustee, the Hotel Developer, Centrust and the University, respectively, constitute valid and binding agreements of the parties thereto enforceable in accordance with their respective terms, (iii) no provision in any of such agreements violates any provision of applicable law or this Trust Indenture or results in a breach of or constitutes a default under any agreement, indenture or other instrument of which counsel for the City has knowledge and to which the City is a party or by which the City may be bound and (iv) the City's execution and delivery of such agreements are not subject to any authorization, consent or approval of any governmental body, public officer or regulatory authority not theretofore obtained or effected, if required; (xvi) a certificate dated the date of issuance of such Series of Bonds executed, acknowledged and delivered by a duly authorized officer of the University in recordable form to the effect that the University Agreement remains unmodified and in full force and effect (or, if modified, that the same as modified remains in full force and effect) and setting forth the dates to which rent and other charges payable by the University thereunder have been paid in advance and stating whether or not to the best knowledge of the University, it or the City is in default in the performance of any obligations under the University Agreement, and, if so, specifying each such default of which the University has knowledge; (xvii) in the case of the Series 1987 Bonds only,, a signed opinion of nationally recognized bond counsel dated the date of issuance of such Series of Bonds to the effect that the right, title and interest of the trustee for the Prior Bonds under the trust indenture pursuant to which the Prior Bonds were issued has ceased, determined and become void. - 50 ■ (xviii) a certificate dated the date of issuance of such Series of Bonds executed, acknowledged and delivered by a duly authorized officer of Centrust in recordable form to the effect that the TC Agreement remains unmodified and in full force and effect (or, if modified, that the same as modified remains in full force and effect) and setting forth the dates to which rent and other charges payable by Centrust thereunder have been paid in advance and stating whether or not to the best knowledge of Centrust, it or the City is in default in the performance of any obligations under the TC Agreement, and, if so, specifying each such default of which Centrust has knowledge (xix) a signed opinion of the City Attorney of the City dated the date of issuance of such Series of Bonds to the effect that (i) the issuance of the Bonds of such Series, the lien on and pledge of Net Revenues of the Convention -Center Garage, the lien on and pledge of Pledged Portion of Public Service Tax Revenues, and the covenant of the City to make up deficiencies in such pledged revenues from Public Service Tax revenues of the City under this Trust Indenture, the proceedings of the Commission of the City in connection with the Bonds of such Series and the Convention -Center Garage, this Trust Indenture and the appointment of the Trustee and the designation of the Depositary and Paying Agents, have all been duly and validly authorized under applicable law, and all conditions precedent to the delivery of said Bonds have been fulfilled; (ii) the Bonds of such Series are valid and binding obligations of the City enforceable in accordance with their terms and are legally secured under this Trust Indenture as provided herein; (iii) the City is fully authorized to issue the Bonds of such Series; and (iv) the Trust Indenture is valid and binding on the City enforceable according to its terms; (xx) in the case of the Series 1987 Bonds only, a fully executed counterpart or certified copy of the Bond Insurance Policy as executed and delivered to the City; (xxi) such additional legal opinions, certificates, proceedings, instruments and other documents as the Trustee, Bond Counsel or the underwriters and their counsel may rea- sonably request to evidence compliance by the City, the Hotel Developer, Centrust and the University with applicable requirements, and the due performance or satisfaction by the City, the Hotel Developer, Centrust and the University at or prior to such time of all agreements then to be performed and all conditions then to be satisfied; (xxii} Except in the case of the Series 1987 Bonds, a certificate of the Director of Finance or City Manager of the City stating that either (i) no event of default has occurred and is continuing under this Trust Indenture or (ii) the application of the proceeds of sale of such Series of Bonds as required by the supplemental trust indenture pursuant to which such Series is issued will cure any such event of default; and (xxiii) Except in the case of the Series 1987 Bonds and except to the extent waived by the Bond Insurer, a certifi- cate of the Director of Finance and the City Manager of the City stating that, based on the rates, rents, fees and charges assessed pursuant to Section 501 and on the Public Service Tax in effect during the Fiscal Year next preceding that in which the Series of Bonds is to be issued (or, if no Bonds have been Outstanding for all of such Fiscal Year, the portion of such Fiscal Year during which any Bonds were Outstanding) and being assessed during the then current - Fiscal Year, the aggregate amount of Gross Revenues and Pledged Portion of Public Service Tax Revenues have been and will continue to be sufficient to cover: (I) 110% of the amount of the Aggregate Debt Service required to be paid during such Fiscal Years (or applicable portions thereof); (II) 100% of necessary deposits, if any, to the Reserve Account and to any other reserve funds pledged to the security of any Bonds during such Fiscal Years (or applicable portions thereof); (III) 100% of necessary deposits to the Renewal and Replacement Fund during such Fiscal Years (or applicable portions thereof); and (IV) 100% of Current Expenses incurred and expected to be incurred during such Fiscal Years (or applicable portions thereof), and other expenses incurred and expected to be incurred by the City in owning and operating the Convention Center -Garage. For purposes of determining Aggregate Debt Service for subsection (a)(xxiii)(I) of Section 202, any Series of Bonds of a maturity three years or less from their date of original issuance, the principal of which is anticipated to be paid from proceeds of Refunding Bonds, shall be deemed to amortize in equal annual payments commencing on the first anniversary of the date of original issuance of such Series and ending on the thirtieth (30th) anniversary of such issuance. 52 _ (b) When the documents mentioned in clauses (a)(i) through (xxiii), inclusive, of this Section shall have been filed with the 'Trustee, and when the Bonds of such Series shall have been executed and authenticated as required by this Trust Indenture, the 'trustee shall deliver the Bonds of such Series at one time to or upon the order of the principal underwriters but only upon payment to the Trustee of the purchase price of the Bonds so delivered, The Trustee shall be entitled to rely upon this Trust Indenture and the ordinances and resolutions mentioned in clauses (i) through (iv) of this Section as to the interest rate fixed for each of the Bonds of such Series and other provisions of the Bonds, the names of the Paying Agents, the names of the principal underwriters and the amount of such purchase price. SECTION 203. Bonds Other than Refunding Bonds. (a) One or more Series of Bonds may be issued at any time for the purpose of paying all or a portion of the Cost of any Project to be financed by such Series of Bonds. Bonds of each such Series shall be authenticated and delivered by the Trustee only upon receipt by the Trustee only upon compliance with the terms and conditions set forth in Section 202. (b) Proceeds, including accrued interest, of each Series of Bonds authorized under this Section 203 shall be applied simultaneously with the delivery of such Bonds as shall be provided in the supplemental trust indenture authorizing such Series. SECTION 204. Refunding Bonds. (a) One or more Series of Refunding Bonds may be issued at any time to pay any portion of the principal of and/or interest on any Outstanding Bonds. Refunding Bonds shall be issued in a principal amount sufficient, together with other moneys available therefor, to accomplish such refunding and to make the deposits in the funds and accounts under this Trust Indenture required by the provisions of the supplemental trust indenture authorizing such Bonds. (b) Refunding Bonds of each Series shall be authenticated and delivered by the Trustee only upon receipt by the Trustee (in addition to the documents required by Section 202) of: (i) Instructions to the Trustee, satisfactory to it, to give due notice of redemption, if applicable, of all the Bonds to be refunded on a redemption date or dates specified in such instructions, subject to the provisions of Section 1201; - 53 - 10258 W 0 ( i i ) If the Bonds to be refunded are not by their terms subject to redemption within the next succeeding 60 days, instructions to the Trustee, satisfactory to it, to duly give the notice provided for in Section 1201 to the owners of the Bonds being refunded; and (iii) Either (A) moneys in an amount sufficient to effect payment at the applicable redemption price of the Bonds to be refunded together with accrued interest on such Bonds to the redemption date, which moneys shall be held by the Trustee or any one or more of the Paying Agents in a separate account irrevocably in trust for the respective owners of the Bonds to be refunded, or (B) Investment Obli- gations in such principal amounts, of such maturities, bear- ing such interest, and otherwise having such terms and qua- lifications and any moneys, as shall be necessary to comply with the provisions of subsection (b) of Section 1201, which Investment Obligations and moneys shall be held in trust and used only as provided in said subsection (b). (c) The proceeds, including accrued interest, of the Refunding Bonds of each Series shall be applied simultaneously with the delivery of such Bonds for the purposes of making deposits in such Funds and Accounts under this Trust Indenture as shall be provided by the supplemental trust indenture authorizing such Series of Refunding Bonds and shall be applied to the refunding purposes thereof in the manner provided in said supple- mental trust. indenture. SECTION 205. Medium _of Payment;Form and Date; Letters and Numbers. (a) Unless otherwise provided by a supplemental trust indenture, the Bonds shall be payable, with respect to interest, principal and redemption price, in any coin or currency of the United States of America which at the time of payment is 'Legal tender for the payment of public and private debts. (b) The Bonds of each Series may be issued only in the form of fully registered Bonds without coupons unless otherwise authorized by a supplemental trust. indenture. The Series 1987 Bonds shall be in substantially the form set forth in the recitals to this Trust Indenture. The Bonds of other Series shall be in substantially the form set forth in a supplemental trust indenture authorizing the issuance of such Series of Bonds. (c) Each Series 1987 Hcnd shall bear a different number. Each such number for a SerieS 1987 Bond in current interest form shall be preceded by the prefix.; "ARCI-". Each such number for a Series 1987 Hcnd in capi t-11 i(-)n bond form shall btu 106,6158 (ii) If the Bonds to be refunded are not by their terms subject to redemption within the next succeeding 60 days, instructions to the Trustee, satisfactory to it, to duly give the notice provided for in Section 1201 to the owners of the Bonds being refunded; and (iii) Either (A) moneys in an amount sufficient to effect payment at the applicable redemption price of the Bonds to be refunded together with accrued interest on such Bonds to the redemption date, which moneys shall be held by the Trustee or any one or more of the Paying Agents in a separate account irrevocably in trust for the respective owners of the Bonds to be refunded, or (B) Investment Obli- gations in such principal amounts, of such maturities, bear- ing such interest, and otherwise having such terms and qua- lifications and any moneys, as shall be necessary to comply with the provisions of subsection (b) of Section 1201, which Investment Obligations and moneys shall be held in trust and used only as provided in said subsection (b). (c) The proceeds, including accrued interest, of the Refunding Bonds of each Series shall be applied simultaneously with the delivery of such Bonds for the purposes of making deposits in such Funds and Accounts under this Trust Indenture as shall be provided by the supplemental trust indenture authorizing such Series of Refunding Bondsand shall be applied to the refunding purposes thereof in the manner provided in said supple- mental trust indenture. SECTION 205. Medium of Payment; Form and Date; Letters and Numbers. (a) Unless otherwise provided by a supplemental trust indenture, the Bonds shall be payable, with respect to interest, principal and redemption price, in any coin or currency of the United States of America which at the time of payment is legal tender for the payment of public and private debts. _(b) The Bonds of each Series may be issued only in the form of fully registered Bonds without coupons unless otherwise authorized by a supplemental trust indenture. The Series 1987 Bonds shall be in substantially the form set forth in the recitals to this Trust Indenture. The Bonds of other Series shall be in substantially the form set forth in a supplemental trust indenture authorizing the issuance of such Series of Bonds. (c) Each Series 1987 Bond shall bear a different number. Each such number for a Series 1987 Bond in current interest form shall be preceded by the prefix "ARCI-" Each such number for a Series 1987 Bond in capital appreciation bond form shall be - 54 - 102515 preceded by the prefix "ARCA-", Each Bond of each subsequent Series shall be lettered and numbered as provided in a supplemental trust indenture authorizing the Series of which such Bond is a part and so as to be distinguished from every other Bond. (d) Except as may be otherwise provided for any Series of Bonds in the supplemental trust indenture authorizing such Series of Bonds, the Bonds of each Series in current interest bond form shall be dated as of the date six months preceding the interest payment date next following the date of authentication thereof by the Bond Registrar, unless such date of authentication shall be an interest payment date, in which case they shall be dated as of such date of authentication; provided, however, that if, as shown by the records of the Trustee, interest on such Bonds of any Series shall be in default, Bonds of such Series issued in lieu of Bonds surrendered for transfer or exchange may be dated as of the date to which interest has been paid in full on the Bonds surrendered; provided, further, that if the date of authentica- tion shall be prior to the first interest payment date for the Bonds of such Series, Bonds shall be dated 1, 1987, and as otherwise provided in the supplemental trust indenture authorizing the Bonds of each other Series. Except as may be otherwise provided for any Series of Bonds in the supplemental trust indenture authorizing such Series of Bonds, the Bonds of each Series in capital appreciation bond form shall be dated the date of original issuance of the Bonds of such Series. Bonds of each Series shall bear interest from their date. SECTION 206. Legends. The Bonds of each Series may contain or have endorsed thereon such provisions, specifications and descriptive words not inconsistent with the provisions of this Trust Indenture as may be necessary or desirable to comply with custom, the rules of any securities exchange or commission or brokerage board, or otherwise, as may be determined by the City prior to the authentication and delivery thereof. SECTION 207. Execution and Authentication. (a) The Bonds of each Series shall be executed in the name of the City by the manual or facsimile signature of the Mayor of the City, and the seal of the City (or a facsimile thereof) shall be impressed, imprinted, engraved or otherwise reproduced thereon and attested by the manual or facsimile signature of the Clerk of the City, or in such other manner as may be required or permitted by law. So long as required by applicable law, the Bonds of each Series shall be approved as to form and correctness by the City Attorney, such approval to be evidenced by his or her manual or facsimile signature upon such Bonds. In case any one or more of the officers who shall have signed or sealed any of the Bonds - 55 - :10258 shall cease to be such officer before the Bonds so signed and sealed shall Have been authenticated by the Bond Registrar and delivered by the Trustee, such Bonds may, nevertheless, be authenticated and delivered as herein provided, and may be issued as if the persons who signed or sealed such Bonds had not ceased to hold such offices. Any Bond of a Series may be signed and sealed on behalf of the City, although at the date borne by the Bonds of such Series such persons may not have been so authorized or have held such office. (b) The Series 1987 Bonds shall each bear a certificate of authentication in the form set forth in the recitals to this Trust Indenture. The Bonds of each other Series shall each bear a certificate of authentication, in the form set forth in the supplemental trust indenture authorizing such Series of Bonds, executed by the Bond Registrar. Only such Bonds as shall bear thereon such certificate of authentication shall be entitled to any right or benefit under this Trust Indenture and no Bond shall be valid or obligatory for any purpose until such certificate of authentication shall have been duly executed by the Bond Registrar. Such certificate of the Bond Registrar upon any Bond executed on behalf of the City shall be conclusive evidence that the Bond so authenticated has been duly authenticated and deliv- ered under this Trust Indenture and that the owner thereof is entitled to the benefits of this Trust Indenture. (c) The Bonds of each Series shall each bear not less than one signature manually executed. Such signature may be that of the Bond Registrar on the certificate of authentication. Moreover, so long as required by applicable law, each Bond shall bear the manual signature of at least one officer of the City. SECTION 208. Exchange, Transfer and Registry. (a) The Bonds shall be transferable by the owner thereof in person or by his attorney duly authorized in writing, only upon the books of the City, which shall be kept for such purposes at the offices of the Bond Registrar, upon surrender of such Bonds together with a written instrument of transfer satisfactory to the Bond Registrar duly executed by the registered owner or his duly authorized attorney. Upon the transfer of any Bond, the City shall issue in the name of the transferee a new Bond or Bonds of the same aggregate principal amount and Series and maturity as the surrendered Bond. (b) The owner of any Bond or Bonds of one or more denominations shall have the right to exchange such Bond or Bonds for a new Bond or Bonds of any denomination of the same aggregate principal amount and Series and maturity as the surrendered Bond or Bonds. Such Bond or Bonds shall be exchanged by the City for - 56 - ia.GS� a new Bond or Bonds upon the request of the owner thereof in person or by his attorney duly authorized in writing, upon sur- render of such Bond or Bonds together with a written instrument requesting such exchange satisfactory to the Bond Registrar duly executed by the owner or his duly authorized attorney. (c) The City and each Fiduciary may deem and treat the person in whose name any Bond shall be registered upon the books of the City as the absolute owner of such Bond, whether such Bond shall be overdue or not, for the purpose of receiving payment of, or on account of, the principal and redemption price, if any, of and interest on such Bond and for all other purposes, and all such payments so made to any such owner or upon his order shall be valid and effectual to satisfy and discharge the liability upon such Bond to the extent of the sum or sums so paid, and neither the City nor any Fiduciary shall be affected by any notice to the contrary. SECTION 209. Regulations With Respect to Exchanges and Transfers. In all cases in which the privilege of exchanging or transferring Bonds is exercised, the City shall execute and the Trustee or the Bond Registrar shall authenticate and deliver Bonds in accordance with the provisions of this Trust Inden- ture. All Bonds surrendered in any such exchanges or transfers shall forthwith be delivered to the Trustee and cancelled or retained by the Trustee. For every such exchange or transfer of Bonds, whether temporary or definitive, the City or the Bond Registrar 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 transfer. If provided in the supple- mental trust indenture authorizing any Series of Bonds, the City may assess a fee for exchanges or transfers of Bonds of such Series. Neither the City nor the Bond Registrar shall be required (a) to exchange or transfer Bonds of any Series for a _ period of 15 days, or such lesser period for any Series of Bonds as may be specified in the supplemental trust indenture authoriz- ing such Series of Bonds, next preceding any selection of Bonds to be redeemed or thereafter until after the mailing of any notice of redemption, or (b) to exchange or transfer any Bonds called for redemption. SECTION 210. Bonds Mutilated, Destroyed, Stolen or Lost. If any Bond becomes mutilated or is lost, stolen or destroyed, the City shall execute and the Trustee shall authenticate and deliver a new Bond of like date of issue, maturity date, princi- pal amount and interest rate per annum as the Bond so mutilated, lost, stolen or destroyed, provided that (i) in the case of such mutilated Bond, such Bond is first surrendered to the City, (ii) in the case of any such lost, stolen or destroyed Bond, there if first furnished evidence of such loss, theft or destruction sat- 57 - 1 Q:�58 9 40 isfactory to the City together with indemnity satisfactory to the City and the Trustee, (iii) all other reasonable requirements of the City are complied with, and (iv) expenses in connection with such transaction are paid by the owner, Any Bond surrendered for transfer shall be cancelled. Any such new Bonds issued pursuant to this Section in substitution for Bonds alleged to be des- troyed, stolen or lost shall constitute original additional con- tractual obligations on the part of the City, whether or not the Bonds so alleged to be destroyed, stolen or lost be at any time enforceable by anyone, and shall be equally secured by and enti- tled to equal and proportionate benefits with all other Bonds issued under this Trust Indenture in the Trust Estate. SECTION 211, Temporary Bonds. (a) Until the definitive Bonds of any Series are prepared, the City may execute, in the same manner as is provided in Sec- tion 207, and upon the request of the City, the Bond Registrar shall authenticate and deliver, in lieu of definitive Bonds, but subject to the same provisions, limitations and conditions as the definitive Bonds, one or more temporary Bonds substantially of the tenor of the definitive Bonds in lieu of which such temporary Bond or Bonds are issued, and with such omissions, insertions and variations as may be appropriate to temporary Bonds. The City at its own expense shall prepare and execute and, upon the surrender of such temporary Bonds, for exchange and the cancellation of such surrendered temporary Bonds, the Bond Registrar shall authenticate and, without charge to the owner thereof, deliver in exchange therefor, definitive Bonds of the same aggregate princi- pal amount and Series and maturity as the temporary Bonds surren- dered. Until so exchanged, the temporary Bonds shall in all respects be entitled to the same benefits and security as defini- tive Bonds authenticated and issued pursuant to this Trust Inden- ture. (b) All temporary Bonds surrendered in exchange either for another temporary Bond or Bonds or for a definitive Bond or Bonds shall be forthwith cancelled by the Trustee. SECTION 212. Payment of Bonds; Interest Rights Preserved. (a) Interest on any Bond which is payable, and is -punc- tually paid or duly provided for, on any interest payment date shall be paid to the person in whose name that Bond is registered at the close of business on the date (the "Regular Record Date") which is the 15th day of the calendar month next preceding such interest payment date or such other date as shall be provided in a supplemental trust indenture authorizing a Series of Bonds. Any interest on any Bond which is payable, but is not punctually paid or duly provided for, on any interest payment date 58 - 10 258 ("Defaulted Interest") shall forthwith cease to be payable to the registered owner on the relevant Regular Record Date; and such Defaulted Intetest shall be paid by the City to the persons in whose naves the Bonds are registered at the close of business on a date (the "Special Record Date") for the payment of such Defaulted Interest, which shall be fixed in the following manner, The City shall notify the Trustee in writing of the amount of Defaulted Interest proposed to be paid on each Bond and the date of the proposed payment, and at the same time the City shall deposit with the Trustee an amount of money equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the Trustee for such deposit prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the persons entitled to such Defaulted Interest as in this subsection provided. Thereupon the Trustee shall fix a Special Record Date for the payment of such Defaulted Interest which shall be not more than 15 nor less than 10 days after the receipt by the Trustee of the notice of the proposed payment. The Trustee shall promptly notify the City of such Special Record Date and, in the name and at the expense of the City, shall cause notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor to be mailed, first class postage prepaid, to each Bondholder at his address as it appears in the Bond Register, not less than 10 days prior to such Special Record Date. Subject to the foregoing provisions of this Section, each Bond delivered under this Trust Indenture upon transfer of or in exchange for or in lieu of any other Bond shall carry the rights to interest accrued and unpaid, and to accrue, which were carried by such other Bond. (b) The methods by which the principal or redemption price of and the interest on the Series 1987 Bonds shall be paid shall be as set forth in the forms of Series 1987 Bonds included in the recitals to this Trust Indenture. The methods by which the prin- cipal or redemption price of and the interest on the Bonds of each other Series shall be paid shall be as set forth in the supplemental; trust indenture authorizing the issuance of the Bonds of such Series. SECTION 213. Cancellation and Destruction of Bonds. All Bonds paid or redeemed, either at or before maturity shall be delivered to the Bond Registrar when such payment or redemption is made, and such Bonds together with all Bonds purchased by the City or on its behalf, shall thereupon be promptly cancelled. Bonds so cancelled may at any time be destroyed by the Bond Registrar, who shall execute a certificate of destruction in duplicate by the signature of one of its authorized officers describing the Bonds so destroyed, and one executed certificate shall be filed with the City and the other executed certificate_ shall be retained by the Bond Registrar. - 59 10 258 i 0 StMON 214. Changes by Supplemental Trust Indenture. If provided in the supplemental trust indenture authorising any Series of Bonds, the City may alter the provisions of Sections 205 through 213, as..Such provisions may be applicable to Bonds of such Series. StMON 215. Subordinated Indebtedness. The City may, at any time or from time to time issue or incur Subordinated Indebt- edness payable out of moneys in the Surplus Fund not required to be applied toward other purposes under Section 514, Subordinated Indebtedness may be secured by a pledge of the Trust Estate or any portion thereof that shall be expressed to be subordinate in all respects to the pledge of the Trust Estate created by this Trust Indenture as security for the Bonds. ARTICLE III. UtbE PTION OR BONDS. SECTION 301, Redemption of Series 1987 Bonds. The Series 1981 Bonds shall be subject to optional and mandatory redemption at the times, the redemption prices and upon the terms set forth in the forms of Series 1987 Bonds set forth in the recitals to this Trust Indenture. SECTION 302, Redemption of Bonds other than Series 1987 Bonds. Bonds of a Series subject to redemption prior to maturity pursuant to a supplemental trust indenture shall be redeemable upon notice as provided in this Article III or upon such other notice as shall be provided in such supplemental trust indenture redeemable at such times, at such redemption prices and upon such terms < in addition to or in place of the terms contained . in this Article III as may be specified in the supplemental trust inden- ture authorizing such Series. SECTION 303. Redemption at the Election or Direction of the City. In the case of any redemption of Bonds at the election or direction of the City, the City shall give written notice to the Trustee of its election or direction so to redeem, of the redemp- tion date, of the Series, and of the principal amounts of the Bonds of each maturity of such Series and of the Bonds of each interest rate within a maturity to be redeemed (which Series, maturities and principal amounts thereof to be redeemed shall be determined by the City in its sole discretion, subject to any limitations with respect thereto contained in this Trust Inden- ture). Except as may be otherwise set forth with respect to a Series of Bonds in the supplemental trust indenture authorizing such Series, such notice shall be given at least 40 days prior to the redemption date or such shorter period as shall be acceptable to the Trustee. In the event notice of redemption shall have been given as in Section 306 provided, there shall be paid prior to the redemption date to the appropriate Paying Agents an amount in cash which, in addition to other moneys, if any, available therefor held by such Paying Agents, will be sufficient to redeem on the redemption date at the redemption price thereof, plus interest accrued and unpaid to the redemption date, all of the Bonds to be redeemed. The City shall promptly notify the Trustee in writing of all such payments by it to a Paying Agent. SECTION 304. Redemption Otherwise Than at City`s Election or Direction. Whenever by the terms of this Trust Indenture the Trustee is required or authorized to redeem Bonds otherwise than at the election or direction of the City, the Trustee shall (i) select the Bonds to be redeemed, (ii) give the notice of redemp- tion and (iii) pay out of moneys available therefor the redemp- - 61 - 6 �3 tion price thereof, plusinterest accrued and unpaid to the redemption date+ to the appropriate paying Agents in accordance with the terms of this Article III. SECTION 305, Selection of Bonds to be Redeemed. if fewer than all of the Bonds of like maturity of any Series shall be called for prior redemption, the particular Bonds or portions of Bonds to be redeemed shall, subject to the provisions of any supplemental trust indenture authorizing issuance of the Series of Bonds of which the Bonds being redeemed are part, be selected by the Trustee in such manner as the Trustee in its discretion may deem fair and appropriate,, provided, however, that for any Bond (other than a Capital Appreciation Bond) of a denomination of more than the minimum denomination specified -for such Series, the portion of such Bond to be redeemed shall be in a principal amount equal to such minimum denomination or a multiple thereof, and that, in selecting portions of such Bonds for redemption, the Trustee shall treat each such Bond as representing that number of Bonds of such minimum denomination which is obtained by dividing the principal amount of such Bond to be redeemed in part by the amount of such minimum denomination. For purposes of this Sec- tion 305, if less than all of any Series of Capital Appreciation Bonds shall be called for prior redemption, the portion of any Capital Appreciation Bond of a denomination of more than the minimum maturity amount specified for such Bonds to be redeemed shall be in such maturity amount or a multiple thereof, and, in selecting portions of such Capital Appreciation Bond for redemp- tion, the Trustee shall treat such Capital Appreciation Bond as representing that number of Capital Appreciation Bonds of such maturity amount which is obtained by dividing the maturity amount of such Capital Appreciation Bond to be redeemed in part by such minimum maturity amount. SECTION 306. Notice of Redemption. (a) When the Trustee shall receive notice from the City of its election or direction to redeem Bonds pursuant to Section 303, and when redemption of Bonds is authorized or required pursuant to Section 304, the Trustee shall give notice, in the name of the City, of the redemption of such Bonds, which notice shall specify the Series and maturities and interest rates within maturities, if any, of the Bonds to be redeemed, the date of issue of such Bonds as originally issued, the redemption date and the place or places where amounts due upon such redemption will be payable and, if fewer than all of the Bonds of any like Series, maturity and interest rate within maturities are to be redeemed, the letters and numbers or other distinguishing marks of such Bonds so to be redeemed, the CUSIP numbers of such Bonds to be redeemed, and, in the case of Bonds to be redeemed in part only, such notice shall also specify the respective portions of - 62 - i the principal amount thereof to be redeemed. Such notice shall further state that on such date there shall become due and payable upon each Bond to be redeemed the redemption price thereof, or the redemption price of the specified portions of the principal thereof in the case of Bonds to be redeemed in part only, together with interest accrued to the redemption date, and that from and after such date interest thereon shall cease to accrue and be payable, Except as may be otherwise set forth with respect to a Series of Bonds in the supplemental trust indenture authorizing such Series, such notice shall be mailed by the Trustee, postage prepaid, not less than 25 nor more than 60 days before the redemption date, to the registered owners of any Bonds (including Bonds registrable only as to principal) or portions of Bonds which are to be redeemed, at their last addresses appearing upon the registry books at the close of business on the last business day on the month preceding the month for which notice is mailed. In the event that any Series of Bonds is issuable in coupon form, such notice shall also be published in the manner set forth in the supplemental trust indenture authorizing the issuance of such Series. Failure of the registered owner of any Bonds which are to be redeemed to receive any such notice shall not affect the validity of the proceedings for the redemption of Bonds. (b) In addition to the foregoing notice, further notice in the form described in Section 306(a) shall be given by the Trustee as set out below, but no defect in said further notice nor any failure to give all or any portion of such further notice shall in any manner defeat the effectiveness of a call for redemption if notice thereof is given as above prescribed: (i) Each further notice of redemption shall be sent = at least 35 days before the redemption date by registered or certified mail or overnight delivery service to all regis- tered securities depositories then in the business of hold- ing substantial amounts of obligations of types comprising the bonds (such depositories now being Depository Trust Company of New York, New York, Midwest Securities Trust Company of Chicago, Illinois, Pacific Securities Depository Trust Company of San Francisco, California and Philadelphia Depository Trust Company of Philadelphia, Pennsylvania) and to one or more national information services that dissemi- nate notices of redemption of obligations such as the Bonds (such as Financial Information, Inc.'s Financial Daily Called Bond Service, Kenny Information Service's Called Bond Service, Moody's Municipal and Government Called Bond Service and Standard & Poor's Called Bond Record). (ii) Each such further notice shall be published one time in the Bond Buyer of New York, New York or, if such - 63 - 11 publication is impractical or unlikely to reach a substan- tial number of the owners of the Bonds, in some other finan- cial newspaper or journal which regularly carries notices of redemption of other obligations similar to the Bonds, such publication to be made at least 30 days prior to the date fixed for redemption. (iii) Upon the payment of the redemption price of Bonds being redeemed, each check or other transfer of funds issued for such purpose shall bear the CUSIP number identi- fying, by, issue and maturity, the Bonds being redeemed with the proceeds of such check or other transfer. SECTION 307. payment of Redeemed Bonds. Notice having been given in the manner provided in Section 306, the Bonds or por- tions thereof so called for redemption shall become due and pay- able on the redemption date so designated at the redemption price, plus interest accrued and unpaid to the redemption date (unless otherwise provided in the supplemental trust indenture authorizing the issuance of the Series of Bonds of which the Bonds being redeemed are part), and, upon presentation and sur- render thereof at the office specified in such notice, such Bonds, or portions thereof, shall be paid at the redemption price, plus interest accrued and unpaid to the redemption date. If there shall be called for redemption less than all of a Bond, the City shall execute and the Trustee shall authenticate and the Paying Agent shall deliver, upon the surrender of such Bond, without charge to the owner thereof, for the unredeemed balance of the principal amount of the Bond so surrendered, a Bond or Bonds of like Series and maturity in any of the authorized deno- minations. If, on the redemption date, moneys for the redemption of all the Bonds or portions thereof of any like Series and maturity to be redeemed, together with interest to the redemption date (unless otherwise provided in the supplemental trust inden- ture authorizing the issuance of the Series of Bonds of which the Bonds being redeemed are part), shall be held by the Paying Agents so as to be available therefor on said date and if notice of redemption shall have been published as aforesaid, then, from and after the redemption date interest on the Bonds or portions thereof of such Series and maturity so called for redemption shall cease to accrue and become payable. If said moneys shall not be so available on the redemption date, such Bonds or por- tions thereof shall continue to bear interest until paid at the same rate as they would have borne had they not been called for redemption. - 64 10258 ARTICLE M CONMUCTION ACCOUNT. SECTION 401, Construction Account. (a) There is hereby established a special account with the Depositary, to be designated "City of Miami Convention Center and Parking Garage Revenue Bonds Construction Account" (herein called the "Construction Account"), to the credit of which such deposits shall be made as are required by the provisions of Section 2,01(f)(iv) and of any supplemental trust indenture pursuant to which Bonds are issued to finance all or a portion of the Cost of any Project. Any money received from any other source or other- wise held by the City to pay any portion of the Cost of such Project shall be deposited to the credit of the Construction Account► (b) The money in the Construction Account shall be held in trust and, subject to the provisions of Section 408, shall be applied to the payment of the Cost of such Project and, pending such application, shall be subject to a lien and charge in favor of the owners of the Bonds Outstanding and for the further secur- ity of such owners until paid out or transferred as herein pro- vided. SECTION 402. Payments from Construction Account. Payment of the Cost of any Project, except as otherwise provided in the supplemental trust indenture authorizing such Bonds, shall be made from the Construction Account. All payments from the Con- struction Account shall be subject to the provisions and restric- tions set forth in this Article, and the City covenants that it will not cause or permit to be paid from the Construction Account any sums except in accordance with such provisions and restric- tions. SECTION 403. Items of Cost. For the purpose of this Trust Indenture, the Cost of any Project shall embrace the cost of construction of such Project and all other items of cost incident to such Project and shall embrace such costs as are eligible costs within the purview of applicable law and this Trust Inden- ture, and, without intending thereby to limit or to restrict any proper definition of such cost, shall include the following: (a) obligations incurred by the City for labor, materials and services and to contractors, builders, materialmen and others in connection with such Project, for machinery and equipment, for necessary water and sewer lines and connections, for utilities and landscaping, for the restoration or relocation of any property damaged or des- 1025 troyed in connection with such construction, for the removal or relocation of any structures and for the clearing of lands; (b) the cost of acquiring by purchase, if such pur- chase shall be deemed expedient► such lands, property, rights, rights of way, easements, franchises and other interests as may be deemed necessary or convenient by the City and the Architect, options and partial payments thereon, the cost of demolishing or removing any buildings or structures on land so acquired, including the costs of acquiring any lands to which such buildings or structures may be moved and the amount of any damages incident to or consequent upon such Project and the operation, repair and maintenance of the Convention Center -Garage; (c) interest accruing upon any Bonds prior to the commencement of and during such construction of such Project and for any additional period after the completion of such construction, as may be authorized by law if so provided, and the reasonable fees of the Trustee and the Paying Agents for the payment of such interest; (d) the reasonable fees and expenses of the Trustee, Bond Registrars, Paying Agents and Depositary for their services prior to and during construction, and premiums on insurance, if any, in connection with the Convention Center Garage during such construction; (e) the cost of borings and other preliminary inves- tigations to determine foundation or other conditions, expenses, necessary or incident to determine the feasibility or practicability of such Project and fees and expenses of engineers, architects and consultants for making_ studies, surveys and estimates of costs and of revenues and other estimates, and fees and expenses of engineers, architects and consultants for preparing plans and specifications and supervising construction as well as for the performance of all other duties of engineers, architects and consultants set forth herein in relation to such construction and the issuance of Bonds therefor; (f) legal expenses and fees, financing charges, operating and debt service reserves, expenses of recordation of legal instruments, costs of audits and of preparing and issuing the Bonds, and all other items of expense not else- where in this Section specified incident to such Project and the placing of the same in operation, the financing thereof, the acquisition of other lands, property, rights, rights of way, easements, franchises and interests in or relating to - 66 - :10258 lands, including abstracts of title► opinions of title, title insurance, cost of surveys and other expenses in con- nection with such Project, and expenses of administration properly chargeable to such Project; and (g) any obligation or expense incurred or paid by the City, including the materials, supplies or equipment furnished by the City in connection with such Project and paid for by the City out of funds other than money in the Construction Account. SECTION 404. Requisitions on Construction Account. Unless otherwise provided in the supplemental trust indenture pursuant to which any Bonds for a Project are issued, payments from the Construction Account shall be made in accordance with the provi- sions of this Section. Before any such payment shall be made, there shall be filed in the office of the Director of Finance or other appropriate City officers (a) a requisition, signed by any one or more officers of the City who shall be authorized by applicable law for such purpose, stating: (i) the item number of each such payment, (ii) the name of the person, firm or corpora- tion to whom each such payment is due, (iii) the respective amounts to be paid, (iv) the purpose by general classification for which each obligation to be paid was incurred, (v) that obligations in the stated amounts have been incurred by the City and are presently due and payable and that each item thereof is a proper charge against the Construction Account and has not been paid, (vi) that there has not been filed with or served upon the City notice of any lien, right to lien of attachment upon, or claim affecting the right of any such persons, firms or corporations to receive payment of, the respective amounts stated in such requisition which have not been released or will not be released simultaneously with the payment of such obligation, (vii)- that such requisition contains no item representing payment on account of any retained per- - 67 - sa:�s ■ lands, including abstracts of title, opinions of title► title insurance, cost of surveys and other expenses in con- nection with such project► and expenses of administration properly chargeable to such Project; and (g) any obligation or expense incurred or paid by the City, including the materials, supplies or equipment furnished by the City in connection with such Project and paid for by the City out of funds other than money in the Construction Account. SECTION 404. 9equisitions on Construction Account. Unless otherwise provided in the supplemental trust indenture pursuant to which any Bonds for a Project are issued► payments from the Construction Account shall be made in accordance with the provi- sions of this Section. Before any such payment shall be made► there shall be filed in the office of the Director of Finance or other appropriate City officer (a) a requisition► signed by any one or more officers of the City who shall be authorized by applicable law for such purpose, stating: (i) the item number of each such payment, (ii) the name of the person, firm or corpora- tion to whom each such payment is due, (iii) the respective amounts to be paid, (iv) the purpose by general classification for which each obligation to be paid was incurred, (v) that obligations in the stated amounts have been incurred by the City and are presently due and payable and that each item thereof is a proper charge against the Construction Account and has not been paid, (vi) that there has not been filed with or served upon the City notice of any lien, right to lien of attachment upon, or claim affecting the right of any such persons, firms or corporations to receive payment of, the respective amounts stated in such requisition which have not been released or will not be released simultaneously with the payment of such obligation, (vii) that such requisition contains no item representing payment on account of any retained per- Ll r] centage which the City is at the date of such requisi- tion entitled to retain, (viii) that payment and performance Bonds for uncompleted contracts in excess of $100,000 covering such contractor or contractors have been obtained and are in effect; and (b) as to obligations payable to contractors on account of construction costs or to vendors on account of land or interests in land, machinery or equipment, a certi- ficate signed by the Architect and attached to such requisi- tion, certifying his approval thereof, Upon such filing of any requisition, the City shall pay the obligations set forth in such requisition out of money in the Construction Account and each such obligation shall be paid by check, voucher, order, draft certificate or warrant signed by an authorized officer of officers of the City. SECTION 405. Requisitions for Payment of Land Costs. Unless otherwise provided in the supplemental trust indenture pursuant to which any Bonds for a Project are issued, if any requisition contains any item for the payment of the purchase price or cost of any lands, property, rights, rights of way, easements, franchises or interests in or relating to lands there shall be attached to such requisition, in addition to the certi- ficate mentioned in Section 404: (a) a certificate, signed by any officer of the City who shall be designated by the Commission by resolution for such purpose, stating that such lands, property, rights, rights of way, easements, franchises or interests are being acquired in furtherance of the construction, operation, repair or maintenance of the Convention Center -Garage; (b) a certificate, signed by an independent real estate appraiser of recognized ability and standing who shall be designated by the Commission by resolution for such purpose, stating that the purchase price or cost of such lands,_ property rights, rights of way, easements, franchises or interests is reasonable; and (c) a signed opinion of counsel for the City to the effect that the signer is of the opinion that the City is authorized to acquire such lands, property, rights, rights of way, easements, franchises or interests, and that the City will have upon payment for such item title in fee sim- ple to, or perpetual easements or title or rights sufficient for the needs and purposes of the Convention Center -Garage Al 10258 in# such lands, free from all liens, encumbrances and defects of title except liens, encumbrances or defects of title which do not have a materially adverse effect upon the City's right to use such lands or properties for the pur- poses intended or which have been adequately guarded against by a bond or other form of indemnity; or, if such payment be a payment for an option to purchase or for quitclaim deed or a lease or release or on a contract to purchase or is otherwise for the acquisition of a right or interest in lands less than a fee simple or a perpetual easement, or if such payment be a part payment for any such purpose, the written approval of the acquisition of such lesser right or interest or of such part payment signed by such counsel for the City; provided, however, that in lieu of the opinion required by this clause (c) there may be attached to such requisition, a firm undertaking by a reputable title insur- ance company to issue its title insurance policy to the Trustee for the benefit of the Bondholders and a written opinion of counsel for the City stating that, in the opinion of the signer, any objections or exceptions to be noted therein are not of a material nature. SECTION 406. Covenant to Prevent Overruns. The City cove- nants and agrees that the Cost of any Project undertaken under this Trust Indenture shall be carefully controlled to prevent overruns on such Cost and to assure that the proceeds of Bonds issued therefor, with any other funds that shall be available therefor, will be sufficient to pay such Cost. The City agrees that it shall employ or cause to be employed Consultants, fully qualified by training and experience, to review and inspect plans, specifications, contract documents, change orders, con- struction work, equipment and other aspects of any Project in order to facilitate the completion thereof within the projected time period therefor and within the funds made available to pay the cost thereof. The City covenants that each Project will be constructed as provided in Section 703 and other provisions of this Trust Inden- ture and, if additional land or interests in land should be required for the construction, operation, repair or maintenance of the Convention Center -Garage, the City can acquire perpetual easements or title or rights sufficient for the needs and pur- poses thereof, free of all liens, encumbrances and defects of title except liens, encumbrances or defects of title which do not have a materially adverse effect upon the City's right to use such lands or properties for the purposes intended. SECTION 407. Reliance on Requisitions. All requisitions, certificates and opinions received by the Depositary, as required in this Article as conditions of payment from the Construction - 69 - 10258 Y.y Account, may be relied upon by the Depositary and the Trustee and shall be retained by the City, subject at all reasonable times to examination by the Trustee, the Hotel Developer, Centrust, the University and the owners of not less than twenty-five percent (25%) in aggregate principal amount of the Bonds then Outstand- ingi provided that the Trustee shall not be obligated to examine or ascertain the propriety of any such requisitions or payments Made from the Construction Account. SECTION 408. Completion of Pro tects+ The completion of each Project shall be evidenced by the filing with the City and the Trustee of certificates stating the date of physical comple- tion, signed by the Architect and approved by the Project Director and the City Manager of the City. Such certificates shall be accompanied by an opinion of counsel (who may be counsel for the City) to the effect that there are no mechanics', laborers', contractors' or materialmen's liens on any property constituting a part of the Convention Center -Garage or on file in any public office where the same should be filed in order to be perfected liens against any part of the Convention Center -Garage and that, in the opinion of the signer, the time within which such liens can be filed has expired. Upon receipt of such certi- ficates and opinion the balance in the Construction Account not reserved by the City, with the approval of the Architect, for the payment of any remaining part of the Cost of such Project shall be transferred by the City to the Trustee for deposit, to the credit of the Sinking Fund. ■ ARTICtt V REVVNU85 AND FUNDS. SECTION 501. Covenants as to Rates, Rents, Fees and Charges. (a) The City covenants that the City will fix, charge and collect, or cause to be fixed, charged and collected, reasonable rents, rates, fees and charges for the use or occupancy of and for the services furnished or to be furnished in connection with the Convention Center -Garage upon consideration of the schedule of rents, rates, fees and charges recommended by the Consultant retained for such purpose6 (b) Commencing with the Fiscal Year ending September 30, 1987, and in each Fiscal Year thereafter, the City shall cause a Consultant retained for such purpose to submit, on or before May l of each Fiscal Year, to the City Manager a recommended schedule of rents, rates, fees and charges for the use and occupancy of and for the services furnished or to be furnished in connection with the Convention Center -Garage in the Fiscal Year commencing on the next succeeding October 1. The recommended schedule of the Consultant so submitted shall be at least sufficient to pro- duce Gross Revenues of the Convention Center -Garage such that the covenant of the City in the third paragraph of thisclause(b) of Section 501 would be satisfied if such schedule were adopted by the City unless the Consultant shall forecast that, due to pre- vailing market conditions, it is impossible to establish such rates, rents, fees and charges at levels that will produce in the Fiscal Year commencing on the next succeeding October 1 Gross Revenues of the Convention Center -Garage sufficient to comply with the covenant of the City in the third paragraph of this clause (b) of Section 501, in which event the recommended sche- dule of the Consultant so submitted shall be prepared to maxi- mize, in the judgment of the Consultant, Gross Revenues of the Convention Center -Garage in such Fiscal Year. Commencing with the Fiscal Year ending September 30, 1988, and in each Fiscal Year thereafter,_ the City shall put in effect, on October 1 of each Fiscal Year, an ordinance which shall fix rents, rates, fees and charges for the use and occupancy of and for the services furnished or to be furnished in connection with the Convention Center -Garage in such Fiscal Year. In fixing or causing to be fixed such rents, rates, fees and charges, the City shall consider the schedule of rents, rates, fees and charges recommended to the City for the next ensuing Fiscal Year and submitted by the Consultant retained for such purpose to the City Manager on or before May 1 of the preceding Fiscal Year. 71 - - 10258 The City further covenants that, subject to clause (c) of this Sectiont the rents, tateS, fees and charges so fixed shall be at least sufficient to produce Gross Revenues of the Conven- tion Center -Garage (exclusive of money held in any Funds and Accounts established under this Trust Indenture), in each Fiscal Year in a total amount equivalent to not less than the sum of (i) the Current Expenses of the Convention Center -Garage; (ii) 125% of the Aggregate Debt Service for said Fiscal Year; (iii) the amount necessary, if any, to provide for deposits to the credit of the Renewal and Replacement Fund pursuant to clause (e)(4) of Section 504 and (iv) the amount, if any, necessary to make up any deficiency in the Bond Service Account, the Reserve Account and the Renewal and Replacement Fund, which cannot be made up from any other funds available therefor. The City covenants and agrees that it will not reduce the rates, rents, fees and charges for any Fiscal Year below those in effect at the end of the preceding Fiscal Year unless either (i) the Consultant retained for the purposes of this Section 501 shall forecast that by reason of any such reduction in the rates, rents, fees and charges the Gross Revenues of the Convention Center -Garage for such year shall be at least five percent (5%) in excess of the Gross Revenues of the Convention Center -Garage for such preceding Fiscal Year or (ii) the Gross Revenues of the Convention Center -Garage in any Fiscal Year are Tower than the Gross Revenues of the Convention Center -Garage in the preceding Fiscal Year and such Consultant shall determine that such reduc- tion in said Gross Revenues of the Convention Center -Garage was substantially caused by the City's inability under the require- ments of this paragraph to reduce the rates, rents, fees and charges. (c) Anything in this Trust Indenture to the contrary not- withstanding, if the City shall comply with all recommendations of the Consultant retained for the purposes of this Section 501 with respect to said rents, rates, fees and charges, it will not constitute an event of default under the provisions of this Trust Indenture if (i) the rates, rents, fees and charges established pursuant to this Section 501 shall not be sufficient to comply with the requirements set forth in the third paragraph of clause (b) of Section 501 or (ii) the Gross Revenues of the Convention Center -Garage shall be less than the amount required under the third paragraph of clause (b) of this Section 501. The City covenants and agrees that it will fix, or cause to be fixed, rates, rents, fees and charges, subject to any appli- cable requirements imposed by law, upon the basis of reasonable classifications to ,prevent any unlawful discrimination and that such rates, rents, fees and charges shall be uniform in their application to all users and services falling within any class. - 72 10258 The City further agrees that no free use of the Convention Center -Garage will be permitted, The City further covenants that upon making any request of the Consultant retained for the purposes of this Section 501 for recommendations as to such rents, rates, fees and charges, or upon the receipt of any such recommendations from such Consultant or upon the adoption by the Commission of any revisions of such rents, rates, fees and charges, a copy, certified by the City Clerk or a Deputy City Clerk, of any such request, recommenda- tions or revisions will forthwith be filed with the Trustee, (d) The City covenants that it will cause the Consultant retained for such purpose (which may be the Consultant retained' for the other purposes of this Section 501), among such other duties as may be imposed by the City or by this Trust Indenture, to make an inspection of the Convention Center -Garage at least once in each Fiscal Year, and, on or before May 1 in each year for the succeeding Fiscal Year the Consultant shall submit to the City a report or reports setting forth with respect to the Con- vention Center -Garage such Consultant's (1) findings as to whether the Convention Center -Garage has been maintained in good repair, working order and condition during the preceding Fiscal Year and (2) recommendations as to: (i) the proper operation, repair and maintenance of the Convention Center -Garage during the ensuing Fiscal Year and an estimate of the amount of money necessary for such purpose; (ii) insurance to be carried under the provisions of this Trust Indenture during the ensuing Fiscal Year; and ( i i i ) the additional amount, if any, that should be deposited during the ensuing Fiscal Year for the credit of the Renewal and Replacement Fund and the increased maximum amount, if any, that shall be held during the ensuing Fiscal Year for the credit of such Fund, as provided and for the purposes set forth in this Article. Promptly after the receipt of such report or reports by the City, copies thereof shall be filed with the Trustee and mailed by the Trustee, upon written request, to the Hotel Developer,' Centrust, the University and any Bondholder who makes such request The City covenants that, to the fullest extent feasible and consistent with applicable law and this Trust Indenture, it shall observe and comply with such recommendations of the Consultant retained for the purposes of this clause (d) of this Section 501 and further Covenants that, if any such report shall set forth that the Convention Center -Garage has not been maintained in good repair, working order and condition, it will promptly restore or cause to be restored the Convention Center -Garage to good repair, working order and condition with all expedition practicable in accordance with the recommendations of such Consultant. SECTION 502. Annual Budget. Commencing with the Fiscal Year ending September 30, 1988, the City will adopt an annual budget (consistent with the budget procedures of the City then in effect and which may be a part of the official City budget) of Current Expenses of the Convention Center -Garage and of expendi- tures of money in the Renewal and Replacement Fund (the "Annual Budget"), The Annual Budget for any Fiscal Year shall be adopted not later than the commencement of such Fiscal Year or as soon thereafter as practicable. Copies of each Annual Budget and any amendment of or supplement to any Annual Budget shall be filed with the Trustee and mailed by the City to the Hotel Developer, Centrust, the University and such Consultants as the Director of Finance considers to be appropriate. Each Annual Budget and each amendment of or supplement to any Annual Budget shall not become effective until reasonable consideration shall have been given by the Commission to any changes in any such proposed budget or in any proposed amendment or supplement thereof that may be sug- gested in writing to the Director of Management and Budget of the City by any of such persons receiving said proposed budget. The City further covenants that the amount expended for Current Expenses of the Convention Center -Garage and the amount of Renewal and Replacement Fund expenditures in any Fiscal Year will not exceed the reasonable and necessary amount therefor, and that it will not expend, or permit the expending of, any amount for Current Expenses of the Convention Center -Garage or of any money in the Renewal and Replacement Fund in any Fiscal Year in excess of the total amount provided therefor, respectively, in the respective budget for such Fiscal Year. Nothing in this Section 502 or in Section 503 shall limit the amount which the City may expend for Current Expenses or for Renewal and Replace- ment Fund purposes in any Fiscal Year; provided that any amount expended therefor by the City in excess of the applicable budget, shall be derived from a source other than the proceeds of Bonds or the Gross Revenues of the Convention Center -Garage. If for any reason the Commission shall not have adopted before the first day of any Fiscal Year the Annual Budget for such year in conformity with the above provisions of this Sec- tion, the applicable Annual Budget for the preceding Fiscal Year shall be deemed to be in force and shall be treated as the Annual Budget for the then current Fiscal Year under the provisions of this Article until the adoption of the Annual Budget, as the case may be, pursuant to this Section. 74 - 10258 The Commission may adopt at any time amendments of or sup- plements to the Annual Budget for the remainder of the then cur- rent Fiscal Year which, with any such amendments or supplements, shall thereafter be treated as the Annual Budget under the provi- sions of this Sections SECTION 503, Revenue Fund, A special fund is hereby created and designated "City of Miami Special Revenue Bonds Revenue Fund" (herein sometimes called the "Revenue Fund"). The City covenants that Gross Revenues of the Convention Center -Garage will be deposited, as received, with the Trustee to the credit of the Revenue Fund. Payments from the Revenue Fund shall be made in accordance with the provisions of this Section 503 and Section 504. As provided in Section 504, the Trustee shall from time to time withdraw money from the Revenue Fund for transfer to the City for the payment of Current Expenses of the Convention Center - Garage. Before any such money shall be withdrawn from the Revenue Fund for transfer to the City, the City shall file with the Trustee a requisition, signed by the Director of Finance or by any other authorized officer or officers of the City, desig- nated (in writing to the Trustee) by the City Manager for such purpose, stating: (i) the item number of each such payment," (ii) the name of the person, firm or corporation to whom such payment is due, (iii) the respective amounts to be paid, (iv) the purpose by general classification for which each obligation to be paid was incurred, (v) that obligations in the stated amounts have been incurred by the City and are presently due and payable and that each item thereof was properly incurred as an item of Current Expenses of the Convention Center -Garage and has not been paid, (vi) that there has not been filed with or served upon the City notice of any lien, right to lien or attach- ment upon, or claim affecting the right of any such person, firm or corporation to receive payment of the respective amounts stated in such requisition which has not been released or will not be released simultaneously with the payment of such obligation, and - 75 - (vii) that the total amount of such payments will not be in excess of the unencumbered balance of the Annual Budget budgeted for Current Expenses for the Convention Center -Garage for the then current Fiscal Year. Upon receipt of each requisition, the Trustee shall withdraw from the Revenue Fund and, subject to Section 504, transfer to the City, an amount equal to the total of the amounts to be paid as set forth in such requisition, the amounts so transferred to be used solely for the payment of obligations set forth in such requisition, and each such obligation shall be paid by check drawn for such purpose and signed by such officers of the City as are authorized to sign said checks and having the same identify- ing number as the number stated in the requisition for such obli- gation. In making such withdrawals from the Revenue Fund and transfers to the City, the Trustee may rely upon such requisi- tions.- If for any reason the City should decide prior to the payment of any item in the requisition not to pay such item, the Director of Finance of the City, or his designee, shall give notice of such decision to the Trustee and, in case the amount of such item shall have been included in any such withdrawal and deposit, the City shall thereupon pay the amount of such item by check similarly to the Trustee for deposit to the credit of the Revenue Fund. Money held by the City so transferred by the Trustee which is in excess of the needs therefor shall be returned to the Trustee, as money received in excess of the City's needs, for deposit to the credit of the Revenue Fund. In addition to such payments or such withdrawals and deposits, the Trustee shall pay from the Revenue Fund to the City for deposit to the credit of a revolving account upon its requi- sitions therefor, signed by the Director of Finance of the City, at one time or from time to time, such sum or sums sufficient so that the amount held for the credit of such revolving account at any one time shall not exceed Two Hundred Thousand Dollars ($200,000), such sums to be used by the City as a revolving account for the payment of Current Expenses which cannot conveni- ently be paid as _herein otherwise provided. Money held for the credit of such revolving account shall be deemed to be a part of the Revenue Fund until paid out. The revolving account shall be - reimbursed by the Trustee from time to time for the City's dis- bursements of funds therein to pay Current Expenses by payments from the Revenue Fund upon requisition of the City, filed with the Trustee and signed by the Director of Finance of the City, or his designee, specifying the payees, the amount and the purpose by general classification of each payment from the revolving account for which such reimbursement is requested, accompanied by a certificate, similarly signed, certifying that each such expense so paid was a necessary- item of Current Expenses, that such expense could not conveniently be paid except from such 76 - 10 258 revolving account, and that such payments were not in excess of the unencumbered balance of the Annual Budget: In making such reimbursements the Trustee may rely upon such requisitions and accompanying Certificates. Except as otherwise provided in this Trust Indenture, Cur- rent Expenses of the Convention Center -Garage shall be paid as the same become due and payable. Payments shall be made in con- formity with this Trust Indenture and the Annual Budget for the then current Fiscal Year and Otherwise in accordance with the generally established practices and procedures of the City for the payment of current expenses from its enterprise funds. SECTION 504. Creation and Operation of Funds; Disposition of Revenues. (a) A_special fund is hereby created and designated "City of Miami Special Revenue Bonds Interest and Sinking Fund" (the "Sinking Fund"). There are hereby created in the Sinking Fund three separate accounts designated, respectively, "Bond Service Account", "Reserve Account" and "Redemption Account There are also hereby created three additional special funds designated (i) "City of Miami Special Revenue Bonds Renewal and Replacement Fund" (the "Renewal and Replacement Fund"),_ (ii) "City of Miami Special Revenue Bonds Surplus Fund" (the "Surplus' Fund"), and (iii) "City of Miami Special Revenue Bonds Cost of Issuance Fund" (the "Cost of Issuance Fund"). The money in the Revenue Fund and each of said Funds shall be held in trust and applied as hereinafter provided with regard to each such Fund and, pending such application, shall be subject to a lien and charge in favor of the owners of the Bonds issued and Outstanding under this Trust Indenture and for the further security of such owners until paid out or transferred as herein provided. (b) The City Manager shall (i) prior to July 1 of each - Fiscal Year commencing with the Fiscal Year ending September 30, 1987, determine whether, in the next ensuing Fiscal Year, Gross Revenues of the Convention Center -Garage will be less than the amount required under the third paragraph of clause (b) of Sec- tion 501 and (ii) if he shall determine that such amount will be less than the amount required for such next ensuing Fiscal Year, not later than July 1 of the Fiscal Year of such determination, notify the Commission and the Trustee of such determination. (c) The City covenants that so long as the City is required to make deposits to the credit of the sinking fund under clauses (a), (b) and (c) of Section 402 of Ordinance No. 7066 77 - 1a:�5�3 adopted by the Commission on November 21, 1562, all revenues received, collected and derived from the Public Service Tax will be deposited as received by the Director of Finance, in con- formity with Ordinance No, 7066, with a depositary or deposi- taxies to the credit of a special fund which is created under said Ordinance No. 7066 and designated "Miami Public Service Tax Fund" and will be applied as provided in said Ordinance No. 7066. The City further Covenants that when the City is no longer required to make such deposits to such sinking fund, the Pledged Portion of Public Service Tax Revenues collected by the City will be deposited as received by the Director of Finance with the depositary or depositaries to the credit of a special fund which is hereby created and designated "Miami Pledged Public Service Tax Fund." (d) It shall be the duty of the Trustee to withdraw or cause to be withdrawn from the Revenue Fund on or before the 25th day of each month, all money held for the credit of the Revenue Fund on the last day of the preceding month, after transferring to the City the amount requisitioned by the City for the Current Expenses of the Convention Center -Garage, and deposit the sum so withdrawn to the credit of the following accounts or funds in the following order: (1) to the credit of the Bond Service Account, the amount, if any, required so that the balance in the Bond Service Account shall equal Accrued Aggregate Debt Service (exclusive of the component thereof comprising Amortization Installments or portions thereof) as of the last day of the month in which such transfer is made and, if interest and/or principal are required to be paid to owners of Bonds during the following month on a day or days other than the first day of such following_ month, Accrued Aggregate Debt Service (exclusive of the component thereof comprising Amortization Installments or portions thereof) as of the day through and including the day preceding the last day during such follow- ing month on which such interest and/or principal is required to be paid; provided that for the purposes of com- puting the amount to be deposited into the Bond Service Account, there shall be excluded from the balance of the Bond Service Account the amount, if any, set aside in the Bond Service Account from the proceeds of Bonds (including amount, if any, transferred thereto from the Construction Account) for the payment of interest on Bonds less that amount of such proceeds to be applied in accordance with this Trust Indenture to the payment of interest accrued and unpaid and to accrue on Bonds through the last day of the month in which such transfer is made or, if interest is required to be paid to owners of Bonds during the following month on a day or days other than the first day of such - 78 - i following Month, less that amount of such proceeds to be applied in accordance with this Trust Indenture to the pay- meat of interest accrued and unpaid and to accrue on Bonds as of the day through and including the last day during such following month on which such interest is required to be paid; and provided further that, if in any month there shall be a deficiency in the amount that is required to be deposited to the credit of the Bond Service Account pursuant to this clause (d)(1), the amount otherwise required to be deposited in the next month to the credit of the Bond Service Account pursuant to this clause (d)(1) shall be increased by the amount of such deficiency; (2) to the credit of the Redemption Account, the amount, if any, required so that the balance in the Redemp- tion Account shall equal the component of Accrued Aggregate Debt Service comprised of Amortization Installments or por- tions thereof as of the last day of the month in which such transfer is made and, if Amortization Installments are required to be paid to owners of Bonds during the following month on a day or days other than the first day of such following month, the component of Accrued Aggregate Debt Service comprised of Amortization Installments or portions thereof as of the day through and including the day preced- ing the last day during such following month on which such Amortization Installments are required to be paid; provided that if in any calendar month there shall be a deficiency in the amount that is required to be deposited to the credit of the Redemption Account pursuant to this clause (d)(2), the amount otherwise required to be deposited in the next ensu- ing calendar month to the credit of the Redemption Account pursuant to this clause (d)(2) shall be increased by the amount of such deficiency; (3) subject to clause (d) of Section 508, to the credit of the Reserve Account, such amount, if any, of any balance remaining after making the deposit under clauses (d)(1) and (d)(2) above (or the entire balance of the amount so withdrawn if less than the required amount) and after giving effect to any surety bonds, insurance policy, letter of credit or other similar obligation deposited in the Reserve Account pursuant to clause (c) of Section 508, as may be required to make the amount then held for the credit of the Reserve Account equal to the Debt Service Reserve Requirement as of the last day of the month in which such transfer is made; (4) to the credit of the Renewal and Replacement Fund, commencing on f 1987, one -twelfth (1/12) of $100,000 and one -twelfth (1/12) of such additional amount, 79 16258 a if any, which the Consultant retained for the purposes of Section 501 in its latest written report prepared pursuant to Section 501 shall have recommended be deposited for the credit of the Renewal and Replacement Fund in the then current Fiscal Year (or the entire balance of the amount so withdrawn if less than the required amount), so long as the balance in the Renewal and Replacement Fund shall be less than (i) the greater of One Hundred Thousand Dollars ($100,000) or one and one -quarter percent (1.25%) of the Gross Revenues of the Convention Center -Garage for the pre- ceding twelve (12) calendar month period, or (ii) such larger amount; if any, which the Consultant retained for the purposes of Section 501 in its latest written report pre- pared pursuant to said Section 501 shall have recommended be held for the credit of the Renewal and Replacement Fund; and (5) to the credit of the Surplus Fund, the balance, if any, of the amount so withdrawn. The City covenants that if in any month the Trustee deter- mines that the amount of money held for the credit of the Revenue Fund is less than the amount required to satisfy the requirements of clauses (d)(1), (d)(2) and (d)(4) of this Section 504, then the Trustee shall notify the Director of Finance of such defi- ciency and the Director of Finance shall withdraw or cause to be withdrawn from the Miami Public Service Tax Fund or the Miami Pledged Public Service Tax Fund, as may then be appropriate, and deposit or cause to be deposited on or before the 30th day of such month, to the Revenue Fund, such amount of Pledged Portion of Public Service Tax Revenues as shall be sufficient, with, the amounts then held for the credit of the Revenue Fund, to pay Current Expenses of the Convention Center -Garage then due and to satisfy the requirements of the provisions of clauses (d)(1), (d)(2) and (d)(4) of this Section 504. The balance of Pledged Portion of Public Service Tax Revenues, if any, remaining to the credit of the Miami Public Service Tax Fund or the Miami Pledged Public Service Tax Fund, as may then be appropriate, in each month after making said deposits to the credit of the Revenue Fund described in the preceding sentence may be used by the City for any lawful purpose. SECTION 505. Sinking Fund. Subject to the terms and condi- tions set forth in this Trust Indenture, money held for the credit of the Sinking Fund shall be held in trust and disbursed by the Trustee to the Paying Agents for (i) the payment of inter- est on the Bonds as such interest falls due, (ii) the payment of the principal of the Bonds at their respective maturities (including redemption thereof in accordance with the Amortization Installments), and (iii) the payment of the purchase or redemp- tion price of the Bonds before their respective maturities. Such i•H 0 money is hereby pledged to and charged with the payments men- tioned in this Section. SECTION 506. Bond Service Account, (a) The Trustee shall timely, but not later than three (3) days prior to each interest payment date, withdraw from the Bond Service Account and remit to the Paying Agents (i) an amount required for paying the interest on the Bonds as such interest becomes due, and (ii) an amount equal to the amount oE, and for the sole and exclusive purpose of paying, the principal of all the Bonds as such principal becomes due. Promptly upon receipt of such moneys, the Paying Agents shall remit by mail to each owner of Bonds the amount required for paying the interest on such Bonds as such interest becomes due and shall set aside in trust an amount equal to (and for the sole and exclusive purpose of paying) the principal of the Bonds as such principal becomes due. (b) In the event of the refunding of any Bonds, the Trustee shall, upon the direction of the City, withdraw from the Bond Service Account all or any portion of amounts accumulated therein with respect to Debt Service on the Bonds being refunded and deposit such amounts with itself as Trustee to be held for the payment of the principal or redemption price, if _applicable, and interest on the Bonds being refunded; provided that such withdrawal shall not be made unless (a) immediately thereafter the Bonds being refunded shall be deemed to have been paid pur- suant to subsection (b) of Section 1201, and (b) the amount remaining in the Bond Service Account after such withdrawal shall not be less than the requirement of Bond Service Account pursuant to paragraph (1) of clause (d) of Section 504. In the event of such refunding, the City may also direct the Trustee to withdraw from the Bond Service Account all, or any portion of, the amounts accumulated therein with respect to Debt Service on the Bonds being refunded and deposit such amounts in any fund or account under this Trust Indenture; provided, however, that such with- drawal shall not be made unless items (a) and (b) referred to hereinabove have been satisfied and provided, further, that, at the time of such withdrawal, there shall exist no deficiency in any fund or account held under this Trust Indenture. SECTION 507. Redemption Account. (a) Amounts accumulated in the Redemption Account with respect to any Amortization Installment (together with amounts accumulated in the Bond Service Account with respect to interest on the Bonds for which such Amortization Installment was estab- lished) may and, if so directed by the City, shall be applied by the Trustee, on or prior to the 40th day preceding the due date 81 _ :10258 of such Amortization Installment, to (i) the purchase of Bonds of the Series, maturity and interest rate within each maturity for which such Amortization Installment was established or (ii) the redemption at the applicable sinking fund redemption price of such Bonds, if then redeemable by their terms. All purchases of any Bonds pursuant to this clause (a) shall be made at prices not exceeding the applicable sinking fund redemption price of such Bonds plus accrued interest, and such purchases shall be made by the Trustee as directed by the City. The applicable sinking fund redemption price (or principal amount of maturing Bonds) of any Bonds so purchased or redeemed shall be deemed to constitute part of the Redemption Account until such Amortization Installment date, for the purpose of calculating the amount of the Redemption Account. As soon as practicable after the 40th day preceding the due date of any such Amortization Installment, the Trustee shall proceed to call for redemption, by giving notice as provided in Section 306, on such due date Bonds of the Series, maturity and interest rate within each maturity for which such Amortization Installment was established (except in the case of Bonds maturing on an Amortization Installment date) in such amount as shall be necessary to complete the retirement of the unsatisfied balance of such Amortization Installment after making allowance for any Bonds purchased or redeemed (other than pursuant to a mandatory sinking fund redemption applicable to such Bonds) which the City has directed the Trustee to apply as a credit against such Amortization Installment as provided in clause (b) of this Section. The Trustee shall pay out of the Redemption Account and, in the case of accrued interest, out of the Bond Service Account, to the appropriate Paying Agents, on or before such redemption. (b) If at any time Bonds of any Series or maturity for which Amortization Installments shall have been established are purchased or redeemed (other than pursuant to a mandatory sinking fund redemption applicable to such Bonds) or, with respect to such Bonds which have been deemed paid, instructions have been given to the Trustee to redeem or purchase the same on or prior to the due date of the Amortization Installment to be credited under this clause (b), the City may from time to time and at any time by written notice to the Trustee specify the portion, if any, of such Bonds so purchased, redeemed or deemed to have been paid and not previously applied as a credit against any Amortiza- tion Installment which are to be credited against future Amorti- zation Installments. Such notice shall specify the amounts of such Bonds to be applied as a credit against such Amortization Installment or Installments and the particular Amortization Installment or Installments against which such Bonds are to be applied as a credit; provided, however, that none of such Bonds may be applied as a credit against an Amortization Installment to become due less than 45 days after such notice is delivered to 82 - iQ258 the Trustee. All such Bonds to be applied as a credit shall be surrendered to the Trustee for cancellation on or prior to the due date of the Amortization Installment against which they are being applied as a credit. The portion of any such Amortization Installment remaining after the deduction of any such amounts credited toward the same (or the original amount of any such Amortization Installment if no such amount shall have been cre- dited toward the same) shall constitute the unsatisfied balance of such Amortization Installment for the purpose of calculation of Amortization Installments due on a future date. (c) Upon the retirement of any Bonds by purchase or redemption, the Trustee shall file with the City a statement briefly describing such Bonds and setting forth the date of their purchase or redemption, the amount of the purchase price or the redemption price of such Bonds and the amount paid as interest thereon. SECTION 508. Reserve Account. (a) Money held for the credit of the Reserve Account shall be used for the purpose of paying interest on the Bonds and maturing principal of the Bonds, whether at the stated payment date or by retirement of Bonds in satisfaction of the Amortiza- tion Installments therefor as aforesaid, whenever and to the extent that the money held for the credit of the Bond Service Account or the Redemption Account shall be insufficient for such purpose; provided, however, that money held for the credit of, first, the Surplus Fund, and, second, the Renewal and Replacement Fund shall be applied to make up any such deficiency in the Bond Service Account or the Redemption Account before any money in the — Reserve Account is disbursed for such purpose. If at any time the money held for the credit of the Reserve Account shall exceed the Debt Service Reserve Requirement, such excess shall be promptly transferred by the Trustee to the credit of the Revenue Fund. (b) In the event of the refunding of any Bonds, the Trustee shall, upon the direction of the City, withdraw from the Reserve Account all or any portion of amounts accumulated therein with respect to the Bonds being refunded and deposit such amounts with itself as Trustee or with an escrow agent or trustee appointed for such purpose to be held for the payment of the principal or redemption price, if applicable, and 'interest on the Bonds being refunded; provided that such withdrawal shall not be made unless (a) immediately thereafter the Bonds being refunded shall be deemed to have been paid pursuant to subsection (b) of Section 1201, and (b) the amount remaining in the Reserve Account after such withdrawal, after giving effect to the issuance of the Refunding Bonds and the applicationofthe proceeds thereof and to any surety bond, insurance policy, letter of credit or other similar obligation deposited in such Account pursuant to clause (c) of this Section 508r shall not be less than the Debt Service Reserve requirement. In the event of such refunding, the City may also direct the Trustee to withdraw from the Reserve Account all, or any portion of, the amounts accumulated therein with respect to Debt Service on the Bonds being refunded and deposit such amounts in any fund or account under this Trust Indenture; provided, however, that such withdrawal shall not be made unless items (a) and (b) referred to hereinabove have been satisfied and provided, further, that, at the time of such withdrawal, there shall exist no deficiency in any fund or account held under this Trust Indenture. (c) In lieu of the required transfers to the Reserve Account, the City may cause to be deposited into the Reserve Account for the benefit of the owners of the Bonds a surety bond, an insurance policy, a letter of credit or other similar obliga- tion in an amount equal to the difference between the Debt Service Reserve Requirement and the sums, if any, then on deposit in the Reserve Account or being deposited in the Reserve Account concurrently with such surety bond, insurance policy, letter of credit or other similar obligation. The surety bond, insurance policy, letter of credit or similar obligation shall be payable (upon the giving of notice as required thereunder) on any due date on which moneys will be required to be withdrawn from the Reserve Account and applied to the payment of a Principal Installment of or interest on any Bonds and such withdrawal can- not be met by amounts on deposit in the Reserve Account. The insurer providing such surety bond or insurance policy shall be an insurer (i) whose municipal bond insurance policies insuring the payment, when due, of the principal of and interest on muni- cipal bond issues results in such issues being rated in the high- est rating category by a nationally recognized bond rating agency or (ii) who holds the highest policyholder rating accorded insurers by a nationally recognized insurance rating agency. The letter of credit issuer shall be a bank or a trust company which at the time of issuance of such letter of credit has an outstanding, unsecured, uninsured and unguaranteed debt issue rated in the highest rating category by a nationally recognized bond rating agency. The issuer of any other similar obligation shall be a`financial institution which at the time of issuance of such other obligation has an outstanding, unsecured, uninsured and unguaranteed debt issue rated in the highest rating category by a nationally recognized bond rating agency. If a disbursement is made pursuant to a surety bond, an insurance policy, a letter of credit or other similar obligation provided pursuant to this subsection, the City shall be obligated either (i) to reinstate the maximum limits of such surety bond, insurance policy, letter of credit or other similar obligation or (ii) to deposit into the 84 10258 a KI Reserve Account, funds in the amount of the disbursement made under such surety bond, insurance policy, letter of credit or other similar obligation, or a combination of SUCK alternatives, as shall provide that the amount in the Reserve Account equals the Debt Service Reserve Requirement. (d) to the event that any amount shall be applied from the Reserve Account to cure any deficiency in the Sinking Fund, the City shall restore the amount in the Reserve Account to the Debt Service Reserve Requirement within one year from the date on which moneys were so applied to cure such deficiency. SECTION 509. payment of Bonds when Sufficient Monies in Sinking Fund. Whenever there shall be held in the Sinking Fund, a total amount sufficient for paying in full all of the Bonds then Outstanding under this Trust Indenture, including the prin- cipal of and the interest on all Bonds and any redemption premium and any amounts needed to pay redemption expenses, such money shall be applied by the Trustee, to the payment, purchase or redemption of such Bonds and the payment of all expenses in con- nection with any such payment, purchase or redemption. SECTION 510. Renewal and Replacement Fund. Except as pro- vided in Sections 508, 512 and 713 of this Trust Indenture, money held for the credit of the Renewal and Replacement Fund may be disbursed by the City, for paying, in connection with the Conven- tion Center -Garage, the cost of unusual or extraordinary repairs or maintenance , repairs or maintenance not recurring annually, renewals, replacements, repairs and maintenance resulting from an emergency caused by some extraordinary occurrence, engineering and architectural expenses incurred under the provisions of this Section and the cost of replacing fixtures, machinery, equipment and furniture of the Convention Center -Garage or for paying the cost of any capital improvements exceeding $25,000 in any Fiscal Year. SECTION 511. Disbursement of Money in Renewal and Replace- ment Fund. Such disbursements from the Renewal and Replacement Fund under Section 510 shall be made in the same manner as pay- ments from the Construction Account under the provisions of Sec- tion 404 and 405 of this Trust Indenture to the extent that such provisions can appropriately be made applicable thereto; pro- vided, however, that any obligation payable from the Renewal and Replacement Fund in excess of $50,000 shall be additionally approved by the Consultant retained for such purpose, and pro- vided further that insurance proceeds shall have been applied to the payment of such obligations to the extent feasible under this Trust Indenture. 85 - ia:�5� SECTION 512, Transfer of Money to Bond Service Account and Redemption Account. If at any time the total money held for the credit of the Bond Service Account shall be less than the amount required to pay the interest on all the outstanding 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 requirement thereof in accordance with Amortization Installments) which shall then be due and payable, the Trustee shall transfer from any money held for the credit of the Renewal and Replacement Fund to the credit of such accounts an amount sufficient to make up such deficiency; provided, how- ever, that money held for the credit of, first, the Surplus Fund shall be applied to make up any such deficiency before any money in the Renewal and Replacement Fund shall be disbursed for such purpose. If at any time the money held for the credit of the Renewal and Replacement Fund shall exceed the maximum amount required to be on deposit to the credit of such Fund, such excess shall be transferred by the Trustee to the credit of the Revenue Fund. SECTION 513. Cost of Issuance Fund. Moneys in the Cost of Issuance Fund shall be applied to the payment of expenses incurred in connection with the issuance of the Bonds and the refunding of the Prior Bonds or any other obligations upon receipt by the Trustee of written directions from the City Manager or the City's Director of Finance. Any balance remaining after payment or provision for payment of all such costs and expenses has been made, shall be transferred to the Revenue Fund. SECTION 514. Surplus Fund. Money held for the credit of the Surplus Fund shall first be applied for the purposes and in the order of priority, as follows: (i) if at any time money held for the credit of the Bond Service Account shall not be suffi- cient to pay the interest on all the 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 transfer from money held for the credit of the Surplus Fund to the credit of such Accounts an amount sufficient to make up any such deficiency; (ii) if at any time the money held for the credit of the Reserve Account shall be less than the maximum requirement for the Reserve Account under the provisions of clause (d)(3) of Section 504, the Trustee shall transfer from money held for the credit of the Surplus Fund to the credit of the Reserve Account an amount sufficient to make up such defi- ciency; and (iii) if at any time the money held for the credit of - 86 iQ:�S� enewal acement Fund shall be ess imum reeuiRrement for he 1Rl than and Replacement Fund(includinga xsuch such additional amount therefor, if any, recommended by the Consultant retained for such purpose) under the provisions of clause (d)(4) of Section 504, the Trustee shall transfer from money held for the credit of the Surplus Fund to the credit of the Renewal and Replacement Fund an amount sufficient to make up such deficiency. Subject to the foregoing, money held for the credit of the Surplus Fund may be used by the City, in conformity with the applicable law, for any lawful purpose including the payment of Subordinated Indebtedness. SECTION 515. Unclaimed Moneys. All money which the Trustee shall have withdrawn from the Sinking Fund or shall have received from any other source and set aside or deposited with the Paying Agents for the purpose of paying any of the Bonds hereby secured, either at the maturity thereof or by purchase or call for redemp- tion, shall be held in trust for the respective owners of such Bonds. SECTION 516. Cancellation of Bonds. All Bonds paid, redeemed or purchased either at or before maturity shall be delivered to the Trustee when such payment, redemption or pur- chase is made, and such Bonds shall thereupon be cancelled. The Trustee shall certify to the City the details of all Bonds so cancelled. All Bonds cancelled under any of the provisions of this Trust Indenture shall, as directed in writing by the Director of Finance, be either delivered to the City or cremated or destroyed by shredding or pulverizing by the Trustee in the presence of two of its officers, who shall, in such event, exe- cute a certificate of cremation or destruction in duplicate, describing in detail the Bonds so cremated or destroyed. SECTION 517. Rebate Fund. (a) There is hereby established a Rebate. Fund to be held by the Trustee. Notwithstanding anything in this Trust Indenture to the contrary, the Trustee shall transfer or cause to be transferred to the Rebate Fund from the other funds and accounts established under this Trust Indenture the amounts required to be transferred in order to comply with the tax covenants attached as Exhibit A`to this Trust Indenture applicable to it when such amounts are so required to be transferred. The Trustee shall make or cause to be made payments from the Rebate Fund of amounts required to be deposited therein to the United States of America in the amounts and at the times required by the tax covenants attached as Exhibit A to this Trust Indenture applicable to it. In the event that moneys in the Rebate Fund are insufficient to pay when due to the United States of America the amounts required to be paid thereto,_ the City covenants to pay such deficiency 87 _ 102519 ■ from any legally available funds. The City and the Trustee covenant for the benefit of the Bondholders that each will comply with the tax covenants attached as Exhibit A to this Trust Indenture applicable to it, which Exhibit A is incorporated by reference into this Trust Indenture. (b) There shall be excluded from the Trust Estate and from the lien of this Trust Indenture the Rebate Fund, together with all moneys and securities from time to time held therein and all investment earnings derived therefrom. (c) The City and the Trustee shall not be required to comply with the requirements of this Section in the event that the City delivers to the Trustee an opinion of nationally recog- nized bond counsel that (i) non-compliance will not affect adversely the exclusion, if any, from gross income for Federal income tax purposes of interest on any of the Bonds and/or (ii) compliance with some other requirement is required in order to maintain the exclusion from gross income for Federal income tax purposes of interest on the Bonds. The City and the Trustee shall enter into a supplemental trust indenture to reflect the deletion or substitution of any such requirement. ARTICLt VI. DEPOSITARIES OF MONtY, 98CURITY FOR 0EP09IT9 AND INVRSTMtNT OF PUNds. SECTION 601. Deposit of Moneys. All money received by the City under the provisions of this Trust Indenture shall be deposited as received with the Trustee and, as to money to be credited to the Construction Account, with the Depositary, and such money, including the money at any time held for the credit of the Construction Account, whether held by the Depositary or the Trustee, shall be trust funds under the terms hereof and shall not be subject to any lien or attachment by any creditor of the City. Such money shall be held in trust and applied in accordance with the provisions of this Trust Indenture. All money deposited with the Trustee or any Depositary here- under in excess of the amount insured or guaranteed by the Federal Deposit Insurance Corporation or other Federal agency shall be continuously secured, for the benefit of the City and the owners of the Bonds, either (a) by lodging with a bank or trust company approved by the City as custodian, as collateral security, Government Obligations or other marketable securities eligible as security for the deposit of trust funds under regula- tions of the Comptroller of the Currency of the United States, having a market value at all times (exclusive of accrued inter- est) not less than the amount of such deposit, or (b) if the furnishing of security as provided in clause (a) above is not permitted by applicable law, then in such other manner as may then be required or permitted by applicable state or Federal laws and regulations regarding the security for, or granting a prefer- ence in the case of, the deposit of trust funds; provided, how- ever, that it shall not be necessary for the Trustee or any Pay- ing Agent to give security for the deposit of any money with it for the payment of the principal of or the redemption premium or the interest on any Bonds issued hereunder, or for the Trustee or any Depositary to give security for any money which shall be represented by obligations purchased under the provisions of this Article as an investment of such money. All money deposited with the Trustee or any Depositary shall be credited to the particular fund or account as provided in the Trust Indenture. SECTION 602. Investment of Moneys. Money held for the credit of the Construction Account, the Revenue Fund, the Cost of Issuance Fund and the Surplus Fund shall, as nearly as may be practicable, be continuously invested and reinvested in Invest- ment Obligations by the Depositary with respect to money in the Construction Account and by the Trustee with respect to money in - 89 - 1025 ■ such two Funds, Any security or certificate of deposit acquired under this paragraph shall mature or shall be subject to redemp- tion by the owner thereof, at the option of such owner, not later than the respective dates when the money held for the credit of the Construction Account and each of such Funds will be required for the purposes intended. Money held for the credit of the Bond Service Account, the Redemption Account and the Reserve Account shall, as nearly as may be practicable, be continuously invested and reinvested by the Trustee in Investment Obligations which shall mature, or which shall be subject to redemption by the owner thereof, at the option of such owner, not later than the respective dates when the money held for the credit of each of such Accounts will be required for the purposes intended; provided that, with respect to money held for the credit of the Reserve Account, no Bond or other obligation representing any investment shall mature or be subject to call at the option of the owner later than twenty years after the date of such investment, unless, such investment has been made by the Trustee at the direction of the Director of Finance of the City. Money held for the credit of the Renewal and Replacement Fund shall, as nearly as may be practicable, be continuously invested and reinvested by the Trustee in Investment Obligations which shall mature, or which shall be subject to redemption by the owner thereof, at the option of such owner, not later than thirty (30) months after the date of such investment, and for a longer period for any such investment made by the Trustee at the direction of the Director of Finance of the City. The Trustee or, with respect to money in the Construction Account, the Depositary, shall be required to submit a written request for approval to the Director of Finance for the City which shall be accompanied by a memorandum setting forth the details of any proposed investment of money under the provisions of this Trust Indenture, and the Director of Finance for the City, upon receipt of such request, shall either approve such proposed investment or give written directions respecting the investment of such money and, in the case of such directions, the Trustee or the Depositary, as the case may be, shall then, sub- ject to the provisions of this Article, invest such money in accordance with such directions. Obligations so purchased as an investment of, and any inter- est -bearing negotiable or non-negotiable certificates of deposit acquired with, any money credited to any such Fund or Account shall be deemed at all times to be a part of such Fund or Account, and the interest accruing on obligations so purchased or on such interest -bearing negotiable or non-negotiable certifi- 10258 cates of deposit and any profit realized from such investment shall be credited to such Fund or Account, and any loss resulting from such investment shall be charged to such Fund or Account; provided, however# that prior to the completion date of any Pro- ject; any interest accruing on obligations purchased with money credited to the Bond Service Account and the Reserve Account shall be deposited to the credit of the Construction Account if required under the supplemental trust indenture pursuant to which such Bonds are issued; provided, further, however, that except as may otherwise be provided in this Trust Indenture any interest or profit earned or realized on the Reserve Account and the Renewal and Replacement Fund which shall cause the amount then credited to the Reserve Account or the Renewal and Replacement Fund, as the case may be, to exceed the amount required to be on deposit in each such Account or Fund shall be credited to the Revenue Fund. The Trustee or, with respect to the Construction Account, the Depositary shall sell at the best price obtainable or present for redemption any obligations so purchased or present for pay- ment any such certificates of deposit whenever it shall be neces- sary so to do in order to provide money to make any payment or transfer of money from any such Account or Fund. The Trustee and the Depositary shall not be liable or responsible for any loss resulting from any such investment. SECTION 603. Valuation of Investments. In computing the amount in any fund or account (other than the Reserve Account) created under this Trust Indenture for any purpose provided in this Trust Indenture, obligations purchased as an investment of moneys therein shall be valued at the lower of (a) current market value or (b) par, if purchased at par, or amortized value, if purchased at other than par. In computing the amount in the Reserve Account, obligations purchased as an investment of moneys therein shall be valued at par, if purchased at par, or at amor- tized value, if purchased at other than par. Amortized value, when used with respect to an obligation purchased at a premium above or a discount below par, means the value as of any given time obtained by dividing the total premium or discount at which such obligation was purchased by the number of days remaining to maturity on such obligation at the date of such purchase and by multiplying the amount thus calculated by the number of days having passed since such purchase; and (1) in the case of an obligation purchased at a premium by deducting the product thus obtained from the purchase price, and (2) in the case of an obli- gation purchased at a discount by adding the product thus obtained to the purchase_ price. Valuation on any particular date shall include the amount of interest then earned or accrued to such date on any moneys or investments in such fund or account. The computation of the amount on deposit in or credited to the funds or accounts created under this Trust Indenture and the valuation of the investments of such amount shall be performed on 91 - 10258 the last day of each Fiscal Year (and such computation and valu- ation shall not be required to be performed at Other times) by the r-epository with respect to the Construction Account and by the Trustee with respect to all other funds and accounts, 1 1] • ARTICLE VII. PARTICULAR COVENANTS. SECTION 701. Tax Covenants. (a) The City will not take any action or omit to take any action, which action or omission would result in inclusion in gross income for Federal income tax purposes of interest on any Bonds that were the subject of an opinion of nationally recog- nized bond counsel on the date of their original issuance to the effect that the interest on such Bonds is excludable from gross income for Federal income tax purposes ("Tax -Exempt Bonds"). Particularly, (i) the City will not take any action or omit to take any action which action or omission would cause any of the Tax -Exempt Bonds to be "arbitrage bonds" within the meaning of Section 148 of the Code; ( ii ) the City will not take any action or omit to take any action which would cause any of the Tax - Exempt Bonds to be "Private Activity Bonds" within the meaning of Section 141 of the Code; and (iii) the City will not take any action or omit to take any action which would cause any of the Prior Bonds to be "industrial development bonds or "consumer loan bonds" within the meaning of Section 103 of the Internal Revenue Code of 1954, as amended. (b) The City shall comply with the Tax Regulatory Cove- nants attached as Exhibit A to this Trust Indenture. SECTION 702. Prompt Payment of Bonds. (a) The City covenants that it will promptly pay, from the funds available therefor under the Trust Indenture, the principal of and interest on every Bond issued under the provisions of this Trust Indenture at the places, on the dates and in the manner provided herein and in said Bonds, and any premium required for the retirement of said Bonds by purchase or redemption, according to the true intent and meaning thereof. The City further covenants that it will faithfully perform at all times all of its covenants, undertakings and agreements contained in this Trust Indenture or in any Bond executed, authenticated and delivered hereunder or in any proceedings of the City pertaining thereto. The City represents and covenants that: (i) it is duly authorized, under applicable law, to issue the Bonds authorized hereby and to enter into this Trust Inden- ture; (ii) it has duly authorized, under applicable law, and entered into the Hotel Agreement, the TC Agreement and the University Agreement; and (iii) it is duly authorized, under applicable law, to pledge the revenues and other money securing the Bonds in the manner and to the extent herein set forth. The 93 _ 10 258 City represents and covenants that all actions on its part for the issuance of the Bonds and for the execution and delivery of this Trust Indenture, the Hotel Agreement; the TC Agreement and the University Agreement have been duly and properly taken and that the Bonds in the hands of the owners thereof are and will be valid and enforceable special obligations of the City according to their terms and the terms of this Trust Indenture, (b) The City covenants that it will not use or pledge any of the Net Revenues of the Convention Center -Garage to pay or secure the payment of any Bonds or other obligations or indebted- ness that are not secured under the provisions of this Trust Indenture, except that money held for the credit of the Surplus Fund from time to time in accordance with Section 514 may be used or applied as therein provided. The City covenants that so long any Bonds shall be Outstand- ing it will not authorize or issue any bonds or other obligations or indebtedness secured by any lien or 'pledge on or of the pro- ceeds of the Pledged Portion of Public Service Tax Revenues which shall be prior to, or on a parity with, the lien thereon and pledge thereof securing the Bonds. Notwithstanding the preceding sentence, the City may from time to time (a) authorize or issue bonds or other obligations or indebtedness secured by a lien or pledge on or of the proceeds of Pledged Portion of Public Service Tax Revenues which is subordinate to the lien on and pledge of such proceeds created by this Trust Indenture, and (b) use or apply the Pledged Portion of Public Service Tax Revenues for any other lawful purpose if such revenues exceed the amount necessary to pay any Bonds. (c) The City covenants that it will not repeal the Public Service Tax authorized pursuant to Section 166.231(9)(a)(1) or (2) of Florida Statutes, as amended, while any of the Bonds shall be Outstanding, and that no reduction in the rate or collection base of such tax upon the purchase of telephone, telegraph or telecommuniciation services will be made unless: (1) all deposits shall have been made to the credit of the Sinking Fund which are required by this Trust Inden- ture to have been made prior to the time of such reduction; (2) the amount then on deposit to the credit of the Reserve Account in the Sinking Fund shall be not less than the maximum requirement for the Reserve Account under the provisions of clause (d)(3) of Section 504; (3) Net Revenues of the Convention Center -Garage for, each of the three consecutive Fiscal Years immediately preceding the Fiscal Year in which such reduction is proposed shall have been at least one hundred and twenty-five percent (125%) of Aggregate Debt Service for each of said Fiscal Years, respectively; and - 94 - JL 025 8 (4) a Consultant retained for such purpose certifies in writing to the City and the Trustee that Net Revenues of the Convention Center -Garage (exclusive of City money not derived from the operation of the Convention Center -Garage) for each of the three consecutive Fiscal Years next succeed- ing the Fiscal Year in which such reduction is proposed will be at least one hundred and twenty-five percent (125%) of Aggregate Debt Service for each of said Fiscal Years, respectively. Notwithstanding anything in this Section 702(c) to the contrary, the City may adopt and put into effect (i) an ordinance substantially in the form passed by the Commission on first reading at its meeting on February 26, 1987 identified as Agenda Item No. 12 and entitled "AN ORDINANCE AMENDING CHAPTER 55, ARTICLE II, OF THE CODE OF THE CITY OF MIAMI, FLORIDA AS AMENDED, PROVIDING NEW DEFINITIONS RELATING TO PUBLIC SERVICE TAXES ON TELECOMMUNICATIONS SERVICES LOWERING THE RATE OF TAX ON TELECOM- MUNICATIONS SERVICES TO SEVEN PERCENT, TAXING ADDITIONAL TELECOM- MUNICATIONS SERVICES, CONTAINING A REPEALER PROVISION, A SEVERA- BILITY CLAUSE, AND PROVIDING FOR AN EFFECTIVE DATE", or (ii) so long as the Bond Insurer shall have in effect with respect to all Bonds Outstanding a Bond Insurance Policy, any other revision to the Public Service Tax authorized pursuant to Section 166.231(9)(a)(1) or (2) of Florida Statutes, as amended, as shall have been consented to in writing by the Bond Insurer; provided, however, that no revision shall be made to the ordinance mentioned herein which changes the effective date of such ordinance to a date subsequent to July 1, 1987. Upon any revision of the Public Service Tax authorized pursuant to Section 166.231(9)(a)(1) or (2) of Florida Statutes, as amended, the City shall promptly cause a statement setting forth such revision to be filed with the Trustee. The City, to the extent permitted by applicable law, cove- nants that, whenever and to the extent necessary to permit it to make all payments required of it under this Trust Indenture, including all payments of the principal and redemption price of and the interest on the Bonds and payment of all of the City's obligations under this Trust Indenture with respect to the Current Expenses of the Convention Center -Garage, the City shall increase the Pledged Portion of Public Service Tax Revenues, within the limits and restrictions fixed by applicable law, or shall substitute other Public Service Tax revenues. The obligation of the City to so substitute other Public Service Tax revenues is subject to the legal availability thereof and to any pledges, liens and encumbrances against such other Public Service Tax revenues that may as of or after the date of this Trust Indenture be in existence. - 95 - 1 Q:�S The Bonds shall not be deemed to constitute a debt of the City payable, and the City is not obligated to pay the Bonds, from any ad valorem real or tangible personal property tax revenues and the full faith and credit of the City are not pledged to the payment of the principal of, the redemption premium, if any, or the interest on the Bonds. The Bonds and the redemption premium, if any, and the interest thereon shall be special obligations of the City payable exclusively from the Sinking Fund as provided in this Trust Indenture. SECTION 703. Construction of Projects. The City represents that it has fee simple title to the site on which the Convention Center -Garage has been constructed. The City further covenants that before entering into any construction contract or incurring any obligation on account of any Project and before entering into any contract or incurring any obligation to acquire any equipment, machinery or furnishings which will become a charge against the Construction Account, it will secure the written approval of the Architect of such contract or the incurring of such obligation and the plans and specifications referred to in any such contract, and that no change in the final plans or specifications or any such contract approved by such Architect as herein provided shall be made by the City without the further written approval of such Architect; provided, that any such change may be made without the approval of the Architect if the Project Director determines that due to emergency conditions it would be detrimental to the Convention Center -Garage or to the best interests of the owners of the Bonds to delay such change pending the approval thereof by such Architect. The City further covenants that as to future contracts for any Project performance and payment bonds in connection therewith shall be required by the City, in conformity with practices and procedures generally followed in similar construction work in the State, and further covenants that it will require each contractor to carry such workmen's compensation or employers' liability insurance as may be required by law and such public liability and property damage insurance, including provisions to indemnify and save the City harmless, and such builders' risk insurance, if any, as may be recommended by the Architect. The City further covenants that, in the event of any default under any such contract and the failure of the surety to complete the contract, the proceeds of such surety bonds will forthwith, upon receipt of such proceeds, be deposited to the credit of the Construction Account and will be applied toward the completion of the contract in connection with which such surety bonds shall have been furnished. SECTION 704. Enforcement of Surety Bonds. The City cove- nants that it will enforce its rights to and interest in and -under any maintenance or surety bonds or warranties respecting quality, durability or workmanship obtained by the City in con 10 258 r nection with any Project, and all benefits and recoveries accru- ing therefrom shall be applied to repairs and improvements of the Convention Center -Garage, or any part thereof# or as otherwise provided in this Trust Indenture. SECTION 705. Liens or Encumbrances. The City covenants that it will not create or suffer to be created a lien, encum- brance or charge upon the Convention Center -Garage or any part of the site upon which the Convention Center -Garage is located or upon the Gross Revenues or Net Revenues of the Convention Center -Garage or other revenues it derives from or in connection with the Convention Center -Garage, Pledged Portion of Public Service Tax Revenues and other money pledged under this Trust Indenture except the pledge, lien and charge for the security of the Bonds hereby imposed upon said revenues and said other money and except as otherwise provided herein, and that, from said G-oss Revenues of the Convention Center -Garage and other lawfully available funds, it will pay or cause to be discharged, or will make or cause to be made adequate provision to satisfy and dis- charge, within sixty (60) days after the same shall accrue, all lawful claims and demands `or labor, materials, supplies or other items which, if unpaid, might by law become a lien upon the Con- vention Center -Garage or the site upon which the Convention Center -Garage is located or upon such revenues and said other money; provided, however, that nothing in this Section contained shall require the City to pay or cause to be discharged, or make provision for, any such lien, encumbrance or charge so long as the validity thereof shall be contested in good faith and by appropriate legal proceedings or, as to labor and materials liens arising by operation of statutory law, so long as such liens shall not have been perfected. SECTION 706. Architect and Accountant. The City covenants that it will, for the purpose of performing and carrying out the duties imposed on the Architect by this Trust Indenture, and by the Hotel Agreement, the TC Agreement and the University Agree- ment, if any, retain during construction of any Project an independent architect or architects or architectural firm as Architect and before retaining any firm of accountants, other than the Accountant under this Trust Indenture, it will notify the Trustee in writing of its intent to retain any architects or other accountants at least thirty (30) days prior to such employ- ment. Such employment shall become effective after the expira- tion of such thirty (30) days unless the Trustee shall within such period notify the City in writing of its objection to such employment on the basis that such Architect or Accountant, as the case may be, does not have a favorable national repute for skill and experience in such work. 97 _ �Q�S� SECTION 707, Consultants, The City covenants that it will, for the purpose of performing and carrying out the duties imposed on the Consultant by this Trust Indenture, and by the Hotel Agreement, the TC Agreement and the University Agreement, if any, retain such consulting, parking, structural or traffic engineers, or feasibility or management consultants, or architects as it deems necessary and appropriate for performing and carrying out such duties. The City further covenants that before retaining Any Consultant for any purpose required by this Trust Indenture it shall first determine that the Consultant retained has a favorable national repute for skill and experience in such work and that it will notify the Trustee in writing of its intent to retain such Consultant at least thirty (30) days prior to such employment. Such employment shall become effective after the expiration of such thirty (30) days unless the Trustee shall within such period notify the City in writing of its objection to such employment on the basis that such Consultant does not have a favorable national repute for skill and experience in such work. Notwithstanding the foregoing, the City may utilize the Miami Department of Off -Street Parking as a Consultant for the purpose of recommending rents, rates, fees and charges for the Parking Garage as required under Section 501. (NOTE: ALL INSURANCE PROVISIONS SUBJECT TO REVIEW BY THE RISK MANAGER.) SECTION 708. Insurance. The City covenants that, during the construction of any Project, it will cause the Convention Center and the Parking Garage, respectively, to be insured against loss or damage as a result of fire and those other hazards ordinarily insured against under an "All Risks Coverage" builder's risks insurance policy, including, among other risks, hurricane, "XCU hazards and flood, on a "Completed Value Form" issued by an insurance company authorized to do business in the State. Such insurance shall be an amount sufficient to prevent the City from being a coinsurer and shall be maintained in an amount not less than one hundred percent (100%) of replacement cost of the Convention Center and the Parking Garage, respec- tively. Each insurance policy shall contain a loss payable clause in which any loss with respect to the Convention Center shall be paid to the City and to the Hotel Developer, the Hotel Mortgagee, and the University, as additional insureds, as their respective interests may appear, and any loss with 'respect to the Parking Garage shall be paid to the City and to Centrust, as an additional insured, as their respective interests may appear. The City further covenants that it shall carry and cause to be carried fidelity bonds or general crime insurance on all officers, employees or agents of the City who collect or have custody of or access to any of the gross or net revenues or other f SECTION 707, Consultants, The City covenants that it will, for the purpose of performing and carrying out the duties imposed on the Consultant by this Trust tndenture, and by the Hotel Agreement, the TC Agreement and the University Agreement, if any, retain such consulting, parking, structural or traffic engineers, or feasibility or management consultants, or architects as it deems necessary and appropriate for performing and carrying out such duties. The City further covenants that before retaining any Consultant for any purpose required by this Trust Indenture it shall first determine that the Consultant retained has a favorable national repute for skill and experience in such work and that it will notify the Trustee in writing of its intent to retain such Consultant at least thirty (30) days prior to such employment. Such employment shall become effective after the expiration of such thirty (30) days unless the Trustee shall within such period notify the City in writing of its objection to such employment on the basis that such Consultant does not have a favorable national repute for skill and experience in such work. Notwithstanding the foregoing, the City may utilize the Miami Department of Off -Street Parking as a Consultant for the purpose of recommending rents, rates, fees and charges for the Parking Garage as required under Section 501. [NOTE: ALL INSURANCE PROVISIONS SUBJECT TO REVIEW BY THE RISK MANAGER.] SECTION 708. Insurance. The City covenants that, during the construction of any Project, it will cause the Convention Center and the Parking Garage, respectively, to be insured against loss or damage as a result of fire and those other hazards ordinarily insured against under an "All Risks Coverage" builder's risks insurance policy, including, among other risks, hurricane, "XCU" hazards and flood, on a "Completed Value Form" issued by an insurance company authorized to do business in the State. Such insurance shall be an amount sufficient to prevent the City from being a coinsurer and shall be maintained in an amount not less than one hundred percent (100%) of replacement cost of the Convention Center and the Parking Garage, respec- tively. Each insurance policy shall contain a loss payable clause in which any loss with respect to the Convention Center shall be paid to the City and to the Hotel Developer, the Hotel Mortgagee, and the University, as additional insureds, as their respective interests may appear, and any loss with respect to the Parking Garage shall be paid to the City and to Centrust, as an additional insured, as their respective interests may appear. The City further covenants that it shall carry and cause to be carried fidelity bonds or general crime insurance on all officers, employees or agents of the City who collect or have custody of or access to any of the gross or net revenues or other 98 10258 FA money or securities of the City derived from or in connection with the Convention Center -Garage, such Bonds or insurance to be in the amount of One Million Dollars ($1,000,000) or such Greater amount as shall be recommended by the Consultant retained for such purpose, Any amount recovered under such fidelity Bonds or general crime insurance shall be deposited to the credit of the Revenue Fund. The City further covenants that it will cause all improve- ments now or hereafter existing in or constituting part of the Convention Center=Garage at all times to be insured against such risks as are customarily insured against in connection with the operation of convention center and parking facilities of type and size comparable to the Convention Center -Garage and that the City will carry and maintain, or cause to be carried and maintained, and pay or cause to be paid timely the premiums for, at least the following insurance with respect to the Convention Center -Garage when and as such insurance is commercially available: (a) fire, with Uniform Standard Extended Coverage Endorsements, and vandalism and malicious mischief insur- ance, with the broadest all risk coverage endorsements, as may be approved for issuance in the State, including insur- ance against loss or damage from hurricane, flood, light- ning, windstorm, hail, explosion, riot, riot attending a strike, civil commotion, aircraft, vehicles and smoke, in an amount sufficient to prevent the City from being a coinsurer and shall be maintained in an amount not less than one hun- dred percent (100%) of the replacement cost of the property insured, as determined by an appraisal satisfactory to the Trustee, with not exceeding $10,000 deductible; (b) sprinkler leakage insurance with a limit of not less than $100,000 and with a deductible provision not exceeding $10,000 and insurance coverage of boilers, pres- sure vessels or similar apparatus, auxiliary piping and selected machinery objects (pumps and compressors), if applicable, with a limit of not less than $250,000 and with deductible provisions not exceeding $10,000; (c) comprehensive general public liability insurance for premises and operation on an occurrence basis, including but not limited to coverage for "XCU" hazards, independent contractors, products and completed operations and contrac- tual and personal injury liability, with limits of not less than $5,000,000 for personal injury and for property damage, and of not less than $1,000,000 per person and $3,000,000 per occurrence for injury to persons or death, or for property damage; 10 258 (d) comprehensive automobile liability insurance for Convention Center -Garage vehicles only on an occurrence basis with limits of not less than $1,000,000 per person and $3000,000 per occurrence for personal injury, injury to persons or death, or for property damage; (e) workers' compensation insurance as required by the laws of the State; and (f) use and occupancy or business interruption insurance covering the loss of revenues of the City by rea- son of the total or partial suspension of, or interruption in, the operation of the Convention Center -Garage caused by damage to or destruction of any part of the Convention Center -Garage caused by any peril insured against hereunder, covering a period of suspension or interruption by reason of such damage. Any insurance required to be carried under this Section may be included as part of any blanket or other policy or policies of insurance, subject to the provisions of this Trust Indenture. In lieu of any insurance required to be carried by the City under this Trust Indenture, the City may maintain self-insurance reserves in such amounts as the Risk Manager of the City or any successor thereto shall determine are adequate. Notwithstanding the foregoing provisions of this Section, if at any time such insurance to the extent above required is not reasonably obtainable, whether as to the amount of such insur- ance, the risks covered thereby or the deductible provisions thereof, it will not constitute an event of default under the provisions of this Trust Indenture if the City shall cause such insurance to be carried to the extent reasonably obtainable. The City shall deliver written notice to the Trustee of any such insurance that is not reasonably obtainable. SECTION 709. Agreement Regarding Insurance. The City further agrees that each insurance policy required by Section 708 (i) shall be by such insurer or insurers as are financially responsible, qualified to write the respective insurance in the State and of recognized standing, (ii) shall be in such form and with such provisions (including, without limitation, the loss payable clause, the waiver of subrogation clause, any clauses relieving the insurer of liability to the extent of minor claims and the designation of the named insureds) as are generally con- sidered standard provisions for the type of insurance involved and (iii) shall prohibit cancellation, termination or modifica- tion by the insurers without at least thirty (30) days' prior written notice to the City and the Trustee. Without limiting the generality of the foregoing, all insurance policies carried pur - 100 1025 & f suant to clauses (a), (b) and (c) of Section 708 with respect to the Convention Center shall name the City, the Trustee, the Hotel Developer and the University as parties insured thereunder, as the respective interest of each of such parties may appear, and, with respect to the Parking Garage shall name the Citys the Trustee, and Centrust as parties insured thereunder, as the respective interest of each of such parties may appear, and loss thereunder, shall be made payable, shall be approved and shall be applied, as provided in this Section and in Sections 711 and 712, Each such policy shall provide that losses thereunder shall be adjusted with the insurance by the City, except that any loss exceeding $50,000 shall be adjusted by the City with the prior written approval of the Trustee and that the Trustee shall not be liable for the payment of premiums thereunder. All insurance policies carried pursuant to clauses (d), (e) and (f) of Section 708 shall also indicate that the City and the Trustee are pro- tected thereunder as the respective interests of each of such parties may appear. SECTION 710. Proceeds of Insurance. The proceeds of use and occupancy or business interruption insurance shall be deemed Gross Revenues of the Convention Center -Garage. SECTION 711. Opinion as to Policies; Collection of Insur- ance Claims. All insurance policies referred to in this Article' shall be open at all reasonable times to the inspection of the City, the Hotel Developer, Centrust and the University and their agents and representatives and shall be deposited with the Trustee. At the time of deposit with the Trustee of any insur- ance policy there shall be delivered to the Trustee the written opinion of an insurance consultant or broker to the effect that such policy is in accordance with the requirements set forth in Section 708 to the extent that such requirements are applicable thereto. The Trustee is hereby authorized, in the name of the City or the Trustee, to demand, collect, sue and receipt for any insurance money which may become due and payable to the City or the Trustee under any policies of insurance required hereunder. Any appraisement or adjustment of any loss or damage under any policy of insurance required under clauses (a), (b) and (c) of Section 708 and any settlement or payment of indemnity under any such policy in excess of $50,000 on behalf of the City which may be agreed upon between the City and any 'insurer, as evidenced by an appropriate certificate signed by the Risk Manager of the City or his successor and delivered to the Trustee, shall also be subject to the approval of the Consultant retained for such pur- pose and the Trustee. The Trustee shall not in any way be liable or responsible for the collection of insurance money in the case of any loss or damage. v in case of any default by the City in fulfilling its cove- nants with respect to causing to be maintained any of the above - mentioned insurance policies, the Trustee shall cause to be placed in effect and to be carried any such insurance in the name of the City or the Trustee; and all money paid by the Trustee as premiums upon such insurance shall be repaid to the Trustee by the City upon demand. The City further covenants that it will comply with the provisions respecting insurance and all other provisions to the extent permitted by law and will cause the Trustee to fulfill its obligations as stated therein. StCTION 712, Repair or Replacement of Damaged or Destroyed Property. The City covenants that, immediately after any sub- stantial damage to or destruction or loss of any part of the Convention Center -Garage, it shall cause to be prepared plans and specifications for repairing, replacing or reconstructing the damaged, destroyed or lost property (to conform with the approved plans and specifications for the Convention Center or the Parking Garage, as the case may be, as they existed immediately preceding the date of loss or damage, unless otherwise agreed to by the Hotel Developer and the University with respect to the Convention Center and the Hotel Developer and Centrust with respect to the Parking Garage), that it shall require the Architect to prepare an estimate of the cost thereof and that it shall cause copies of such estimate to be filed with the Trustee and to be mailed, with respect to the Convention Center, to the Hotel Developer and the University and, with respect to the Parking Garage, to the Hotel Developer and Centrust. The Hotel Developer and the University with respect to the Convention Center and the Hotel Developer and Centrust with respect to the Parking Garage shall advise the City whether the plans and specifications are consistent with the plans, specifications and design for the Convention Center - Garage as originally or otherwise approved by such parties, which advice shall not be unreasonably withheld or delayed. The City shall cause the plans and specifications to be modified in accor- dance with the reasonable advice of the Hotel Developer and the University with respect to the Convention Center and the Hotel Developer and Centrust with respect to the Parking Garage. The proceeds of all such insurance available for, and to be applied to, the replacement repair or reconstruction of the lost, damaged or destroyed property, shall be disbursed by the Trustee for such purposes, such disbursements to be made in accordance with the provisions of Section 404 for payments from the Con- struction Account to the extent that such provisions can appro- priately be made applicable thereto provided, that the Trustee may permit the City, to expend any of such insurance proceeds for such purposes in conformity with the provisions hereof. If such - 102 - proceeds are more than sufficient for such purposes, the balance remaining shall be deposited to the credit of the Sinking Fund. If such proceeds shall be insufficient for such purposes the deficiency shall be provided (i) by the Trustee, upon requisition of the City, from any money held for the credit of the Renewal and Replacement Fund and (ii) by the City, from any other money of the City legally available therefor. In the event it is necessary for the City to provide for such deficiency from other money of the City, the City shall deposit money in the amount of such deficiency to the credit of the ,Construction Account for disbursement in accordance with the provisions of Section 404 prior to commencement of the replacement, repair or reconstruc- tion. In the event such insurance proceeds, together with all other money of the City available for such purposes, are insuffi- cient to complete the replacement, repair or reconstruction of the lost, damaged or destroyed property, the amount of any defi- ciency may be provided by the Hotel Developer, Centrust and the University, or any of them. In the event such insurance pro- ceeds, together with all other money made available for such purposes, are insufficient to complete the replacement, repair or reconstruction of the lost, damaged or destroyed property to a degree which, in the opinion of the Consultant retained for such purpose expressed in writing and filed with the Trustee, the City, the Hotel Developer, Centrust and the University, would result in the City's deriving revenues from or in connection with the Convention Center -Garage substantially equivalent to the gross revenues which would have been realized in the event such loss, damage or destruction had not occurred, said proceeds shall be deposited with the Trustee to the credit of the Sinking Fund, first, for the redemption or purchase in accordance with Article III of all Bonds then Outstanding and then, to the extent such insurance proceeds are available, for the payment of all other obligations incurred by the City pursuant to this Trust Inden- ture. SECTION 713. Recording and Filing. The City covenants that it will cause this Trust Indenture to be kept filed in such manner and in such places as provided or required by law in order fully to preserve and protect the security of the Bonds and the rights of the owners of the Bonds and of the Trustee hereunder. SECTION 714. Rights of Trustee Regarding Certain -Agree- ments. The Hotel Agreement, the TC Agreement and the University Agreement, duly executed counterparts of which have been filed with the Trustee, set forth the covenants and obligations of the City and the Hotel Developer, the City and Centrust, and the City and the University, respectively. Reference is hereby made to the Hotel Agreement, the TC Agreement and the University Agree- ment for a detailed statement of the covenants and obligations of the Hotel Developer under the Hotel Agreement, of Centrust under 103 10258 the TC Agreement, and of the University under the University Agreement, The City agrees that the Trustee in its name or in the nacre of the City may enforce, pursuant to the City's assign- meet of the Motel Agreement, the TC Agreement and the University Agreement to the 'Trustee under Section 723, all rights of the City and all obligations of the Hotel Developer under the Hotel Agreement, of Centrust under the TC Agreement and of the University under the University Agreement, for and on behalf of the Bondholders, whether or not the City is in default hereunder. SECTION 715. Successors to Obligors. Whenever in this Trust Indenture the term "Hotel Developer" is used, it shall be interpreted to mean the Hotel Developer to the extent of its respective rights, privileges, duties and obligations under the Hotel Agreement. Such term also includes any successor or assign of the Hotel Developer pursuant to the provisions of the Hotel Agreement. Whenever in this Trust Indenture the term "Centrust" is used, it shall be interpreted to mean Centrust to the extent of its respective rights, privileges, duties and obligations under the TC Agreement. Such term also includes any successor or assign of Centrust pursuant to the provisions of the TC Agree- ment. Whenever in this Trust Indenture the term "University" is used, it shall be interpreted to mean the University to the extent of its respective rights, privileges, duties and obliga- tions under the University Agreement. Such term also includes any successor or assign of the University pursuant to the provi- sions of the University Agreement. The provisions of this Sec- tion 715 are subject to the provisions of Section 718. SECTION 716. Use of Revenues. The City covenants that none of the Gross Revenues of the Convention Center -Garage will be used for any purpose other than as provided in this Trust Inden- ture and no contract or contracts will be entered into or any action taken which shall be inconsistent with the provisions of this Trust Indenture. SECTION 717. Further Assurances. The City covenants that it will, from time to time, execute and deliver such further instruments and take such further actions as may be required to carry out the purposes of this Trust Indenture. SECTION 718. Records and Accounts. The City covenants that it will keep, or cause to be maintained, accurate records and accounts of the total cost of any Project. Such records and accounts shall be open at all reasonable times to the inspection of the Trustee, the Hotel Developer, Centrust and the University. The City agrees that it shall cause the Hotel Developer, Centrust and the University to fulfill the requirements of this Trust Indenture to the extent they are within the purview of the Hotel Developer's responsibilities under the Hotel Agteement, Centrust` responsibilities under the TC Agreement and the University's responsibilities under the University Agreement, respectively. SECTION 719. Annual Audits, The City further covenants that promptly after the close of each Fiscal Year it will cause aft audit to be made by the Accountant of the books and accounts of the City relating to the Convention Center -Garage, the Bonds and this Trust Indenture for such Fiscal Year, The Trustee shall cause to be made available to the Accountant all of the books and records in the possession of the Trustee relating to the Conven- tion Center -Garage, the Bonds and this Trust Indenture. Within the first six (6) months of each Fiscal Year, copies of the audit report of each such audit for the preceding Fiscal Year shall be filed with the City and the Trustee, and copies of such audit report shall be mailed by the City to the Hotel Developer, Centrust, the University, each Consultant retained to perform duties as required by this Trust Indenture relating to the finances of the convention Center -Garage and to each Bondholder that requests in writing a copy of such audit report. Each such audit report shall state that the audit has been made and the audit report has been prepared in conformity with the provisions of this Trust Indenture and shall set Forth with respect to the preceding Fiscal Year (a) an income and expense account of the City in relation to the Convention Center -Garage and a statement of the Gross Revenues of the Convention Center -Garage; (b) all deposits to the credit of and withdrawals from each fund and account created under the provisions of this Trust Indenture; (c) the details of all Bonds paid, purchased or redeemed; (d) the amount on deposit at the end of such Fiscal Year to the credit of each such fund and account, the secur- ity therefor and the details of any investments thereof; and - (e) the amount of the proceeds received from the sale of any property, any condemnation award or any insur- ance under this Trust Indenture, and the disposition - thereof. Such audit report shall state the findings of the Accountant as to whether the money received by or for the City and the Trustee under the provisions of this Trust Indenture during such Fiscal Year have been applied in accordance with this Trust Indenture. 105 10258 The City further covenants that it will cause any additional reports or audits relating to the Convention Center -Garage to be made as required by law and that upon request it will furnish to the Trustee, the Hotel Developer, Centrust, the University, each Consultant retained to perform duties as required by this Trust Indenture relating to the finances of the Convention Center - Garage and each Bondholder quarterly unaudited financial reports covering the matters required by this Section and such other information concerning the Convention Center -Garage or any part thereof, as any of them may reasonably request. SECTION 720. Sale, Demolition, Removal or Encumbrances. The City covenants that, except as in this Trust Indenture other- wise permitted, it will not sell, demolish, remove, or otherwise dispose of or encumber the Convention Center -Garage or any part thereof, or such air rights, easements, licenses or other similar rights in land necessary for construction, operation or mainten- ance of the Convention Center -Garage, or any part thereof, or create or suffer to be created any lien or charge against the Convention Center -Garage, or any part thereof, except as per- mitted by this Trust Indenture, or permit the Convention Center- Garage, or any part thereof, or such air rights, easements, licenses or other similar rights in land or any part thereof, to be sold, demolished, removed or otherwise disposed of or encum- bered or permit, do or suffer any act or thing whereby the Convention Center -Garage or its operation might or could be pre- judicially affected. The City may, from time to time with the approval of the Trustee, sell such rights in land or other portions of the Con- vention Center -Garage as the Commission by resolution determines are no longer useful in connection with the operation and main- tenance thereof for the purpose intended. Upon any sale under the provisions of this Section, the City shall notify the Trustee of the property to be sold and the amount and disposition of the proceeds thereof and shall file with the Trustee an opinion of counsel for the City stating that such sale is authorized by law and the provisions of this Trust Indenture. The proceeds of any such sale, remaining after allowing for the City's costs in con- nection therewith, shall be deposited to the credit of the Sink- ing fund for the purchase and redemption pursuant to Article III of any Bonds then Outstanding. All buildings, structures, improvements, machinery, equip- ment and other property which shall be constructed, placed or installed in or upon the Convention Center -Garage as an addition to, or as a substitute for, or in the renewal, remodeling or replacement of, any buildings, structures, improvements, machinery, equipment or other property constituting part of the Convention Center -Garage shall thereupon become a part thereof; - 106 - 1.6258 provided, however, that the foregoing requirements shall not be construed to include the Hotel or the trade center► or any improvements# machineryy equipment or other property constituting part of such structures which are not part of the Convention Center or the Parking Garage. The City covenants and agrees that all of the proceeds, not otherwise applied in conformity with this Trust Indenture, which it shall derive from any insurance carried on the Convention Center -Garage or from any taking or damaging of the Convention Center -Garage, shall be deposited to the credit of the Sinking Fund for the purchase or redemption pursuant to Article III any Bonds then Outstanding. SECTION 721. Performance of Obligations Under Certain Agreements, The City covenants that it will not suffer, permit or take any action or do anything or fail to take any action or fail to do anything which may result in the termination or can- cellation of the Hotel Agreement, the TC Agreement or the Univer- sity Agreement, except in accordance with the terms thereof; that it will fulfill its obligations and will require the Hotel Devel oper, Centrust and the University► respectively, to perform punc- tually their respective duties and obligations under the Hotel Agreement, the TC Agreement or the University Agreement and will otherwise administer the Hotel Agreement, the TC Agreement and the University Agreement in accordance with their respective terms; that it will promptly notify the Trustee of any actual or alleged event of default under or breach of the Hotel Agreement, the TC Agreement or the University Agreement of which it is apprised; and that in the event the Hotel Agreement, the TC Agreement or the University Agreement shall be terminated or cancelled it will take prompt and reasonable action to assure that the rights and interests of the Bondholders are adequately protected. The City covenants that it will not agree to any modification or alteration of, amendment to, or change in the Hotel Agreement, the TC Agreement or University Agreement unless it shall receive and file with the Trustee, in form and substance satisfactory to the Trustee: (i) a certificate of the Consultant retained for such purpose, approved as to form and substance by the City Manager, to the effect that the rights of the Bond- holders with regard to the Hotel Agreement, the TC Agreement or the University Agreement, as the case may be, and under this Trust Indenture will not be prejudiced or impaired by such pro- posed modification, alteration, amendment or change; and (ii) an opinion of the City Attorney of the City to the effect that the proposed modification, alteration, amendment or change complies with the provisions of the Hotel Agreement, the TC Agreement or the University Agreement, as the case may be, and this Trust Indenture, and that the City is authorized to execute such modi- fication, alteration, amendment or change. SECTION 122, Use of Pledged Revenues, The City covenants that it will not use or permit the use of the Convention Center - Garage or any Gross Revenues or Net Revenues of the Convention Center -Garage or Pledged Portion of Public Service Tax Revenues or any other money pledged under this Trust Indenture for any purpose other than as provided in or permitted by this Trust Indenture, and it will not enter into any contract or contracts or take or fail to take any action which shall be inconsistent with the provisions of this Trust Indenture. The City represents that it has the rightful power and lawful authority to pledge the Net Revenues of the Convention Center -Garage and the Pledged Portion of Public Service Tax Revenues as provided in this Trust Indenture. The City represents and covenants that all of the Convention Center -Garage and all of the Gross Revenues of the Convention Center -Garage and the Pledged Portion of Public Service Tax Revenues are and will continue to be, f ree and clear of any and all liens and encumbrances (exclusive of this Trust Indenture and except as otherwise provided in this Trust Indenture) of every nature and kind, and the City will at all times maintain and preserve the liens and pledges thereto granted under this Trust Indenture as herein provided. All property and rights of every kind, real, personal or mixed, tangible or intangible, which may be acquired by the City with the proceeds of any Bonds issued under this Trust Indenture, shall, immediately upon the acquisition thereof and without any further instrument, become part of the Convention Center - Garage. The City, at the request of the Trustee, will do, exe- cute, acknowledge and deliver, or will cause to be done, exe- cuted, acknowledged and delivered, all such things and instru- ments as the Trustee shall deem necessary or desirable for the effectuation of such result mentioned in the first sentence of this paragraph. SECTION 723. Assignment of Certain Agreements. The City hereby gives, assigns, and pledges to the Trustee in trust for the benefit of the owners from time to time of the Bonds, as additional security for the Bonds, the Hotel Agreement, the TC Agreement and the University Agreement and all of the rights, powers and privileges and immunities of the City under the Hotel Agreement, the TC Agreement and the University Agreement in addition to all other rights vested in and remedies available to the Trustee and such Bondholders, including the right to enforce, either jointly with the City or separately and in conformity with the provisions of this Trust Indenture, particularly Section 714, the performance of the obligations of the Hotel Developer under the Hotel Agreement, of Centrust under theTCAgreement and of the University under the University Agreement. 108 - 8tMON 724, Eminent Domain. tf any public authority or entity, in the exercise of its powers of eminent domain or con- demnation power or through the exercise of any right or obliga- tion on the part of any public authority, or as a result of any agreement between the City and said public authority made in lieu of condemnation proceedings, takes or damages the Convention Center -Garage, or any part thereof, there shall be no abatement or reduction in the principal of or the interest or redemption premium on the Bonds payable by the City and the City shall take or cause to be taken, prompt and appropriate measures to protect and enforce its rights and interests and those of the Hotel Developer, Centrust, the University and the Trustee in connection with any condemnation proceeding, and the City shall cooperate with the Hotel Developer, Centrust, the University and the Trustee in the protection of their mutual rights and interests. Prompt written notice of any taking or damaging of any part of the Convention Center -Garage or of any official notice thereof or of the institution of any proceeding therefor by any public instrumentality, body, agency or officer shall be given to the Trustee and to the other interested parties by the party first informed thereof. The net proceeds of any award or compensation resulting from any partial taking or damaging (being the total proceeds there- from less all reasonable and necessary legal and other costs and expenses incurred by the City in connection with such taking or damaging) shall be disbursed by the Trustee to make repairs, replacements or improvements to the Convention Center -Garage; provided, however, that, prior to any such disbursement of any part of such net proceeds, the City shall cause to be prepared plans and specifications for repairing, replacing or reconstruct- ing the property so taken or damaged (to conform with the approved plans and specifications for the Convention Center or the Parking Garage, as the case may be, as they existed immedi- ately preceding the date of the taking or damaging, unless other- wise agreed to by the Hotel Developer and the University with respect to the Convention Center and the Hotel Developer and Centrust with respect to the Parking Garage) and the City shall require the Architect to prepare an estimate of the cost thereof and it shall cause copies of such estimate to be filed with the Trustee and to be mailed, with respect to the Convention Center, to the Hotel Developer and the University, and, with respect to the Parking Garage, to the Hotel Developer and Centrust. The Hotel Developer and the University with respect to the Convention Center and the Hotel Developer and Centrust with respect to the Parking Garage shall advise the City whether said plans and spe- cifications are consistent with the plans, specifications and design for the Convention Center -Garage as originally or other- wise approved by such parties, which advice shall not be unrea- sonably withheld or delayed. The City shall cause the plans and - 109 - specifications to be modified in accordance with the reasonable advice of the Hotel Developer and the University with respect to the Convention Center, and the Hotel Developer and Centrust with respect to the Parking Garage. Disbursements for such repairs, replacements or reconstruc- tion shall be made in accordance with the provisions of Section 404 for payments from the Construction Account to the extent that such provisions can appropriately be made applicable thereto. If such proceeds shall be insufficient for such purposes, the defi- ciency shall be provided (i) by the Trustee, upon requisition of the city from any money held for the credit of the Renewal and Replacement Fund and (ii) by the City, from any other money of the City legally available therefor. In the event it is neces- sary for the City to provide for such deficiency from other money of the City legally available therefor, the City shall deposit money in the amount of such deficiency to the credit of the Con- struction Account for disbursement in accordance with Section 404 prior to commencement of the replacement, repair or reconstruc- tion. In the event such net proceeds, together with all other money made available for such purposes, are insufficient to com- plete the replacement, repair or reconstruction of the property taken or damaged, the amount of any deficiency may be provided by the Hotel Developer, Centrust and the University, or any of them. If such net proceeds are more than sufficient for such purposes, the balance remaining shall be deposited to the credit of the Sinking Fund. In the event such net proceeds, together with all other money made available for such purposes, are insufficient to complete such replacement, repair or reconstruc- tion of the property thus taken or damaged to a degree which, in the opinion of the Consultant retained for such purpose expressed in writing and filed with the Trustee, the City, the Hotel Devel- oper, Centrust and the University, would result in the City's deriving revenues from or in connection with the Convention Center -Garage substantially equivalent to the gross revenues which would have been realized in the event such taking or dam- aging had not occurred, said net proceeds shall be deposited with the Trustee to the credit of the Sinking Fund, first, for the purchase or redemption in accordance with Article III of all Bonds then Outstanding and, then, to the extent such net proceeds are available, for the payment of all other obligations incurred by the City pursuant to this Trust Indenture. SECTION 725. Parking Garage Rates. The City covenants that it shall not, fix, charge or collect, or cause to be fixed, charged or collected, rents, rates, fees or charges for the use of parking spaces in the Parking Garage which shall be lower than the rents, rates, fees and charges then in effect for comparable parking spaces operated by any office, agency or department of the City. - 110 - 10 258 "TICLE "Vill. REKEDIBS. SECTION 801. Extension of Payment of Interest. In case the time for the payment of any interest on any Bond shall be extended, whether or not such extension be by or with the consent of the Cityl such interest so extended shall not be entitled in case of default hereunder to the benefit or security of this Trust Indenture except subject to the prior payment in full of the principal of all Bonds then Outstanding and of all interest the time for the payment of which shall not have been extended. SECTION 802. Events of Default. Each of the following events is hereby declared an "event of default", that is to say, if: (a) payment of any interest on any of the Bonds shall not be made when the same shall become due and pay- able; or (b) payment of any principal or the redemption pre- mium, if any, of any of the Bonds shall not be made when the same shall become due and payable, either at maturity or by proceedings for redemption or otherwise or, the total amount deposited in any Fiscal Year to the credit of the Redemption Account under the provisions of Section 504 shall be less than the Amortization Installments for such year; or (c) if the City shall fail to deposit to the credit of the Revenue Fund, the amounts required to be deposited thereto pursuant to Section 504 or 702, respectively, of this Trust Indenture, and such failure to deposit shall continue for ninety (90) days after written notice specify- ing the amount and requiring the same to be so deposited shall have been given to the City by the Trustee, which may give such notice in its discretion and shall give such notice at the written request of the owners of not less than ten percent (10%) in aggregate principal amount of the Bonds then Outstanding; or (d) The entry of a final judgment or judgments for the payment of money against the City as a result of the ownership, operation or control of the Convention Center - Garage or which subjects any portion of the Trust Estate to a lien for the payment thereof in contravention of the pro- visions of this Trust Indenture for which there does not exist adequate insurance, reserves or appropriate bonds for the timely payment thereof, and any such judgment shall not be discharged within ninety (90) days from the entry thereof 1025 8 ` or an appeal shall not be taken therefrom or from the order, decree or process upon which or pursuant to which such judg- ment shall have been granted or entered, in such manner as to stay the execution of or levy under such judgment, order, decree or process or the enforcement thereof; or (e) an order, judgment or decree shall be entered by any court of competent jurisdiction, with the consent or acquiescence of the City, appointing a receiver or trustee of the City for the whole or any substantial part of its property, or for the Convention Center or the Parking Garage, or any of the revenues and other money derived by the City from or in connection with its ownership, or any property constituting part, of the Convention Center or the Parking Garage or pledged to the payment of the principal of, redemption premium and interest on the Bonds, or approv- ing a petition filed against the City seeking reorganization of the City under the Federal bankruptcy laws or any other similar law or statute of the United States of America or the State, or if such order or decree, having been entered without the consent or acquiescence of the City, shall not be vacated or discharged or stayed on appeal within ninety (90) days after the entry thereof; or (f) any proceeding shall be instituted, with the consent or acquiescence of the City for the purpose of effecting a composition between the City and its creditors or for the purpose of adjusting the claims of such creditors pursuant to any Federal or state statute now or hereafter enacted, if the claims of such creditors are under any cir- cumstances payable from the revenues and other money derived by the City from or in connection with its ownership, or any property constituting part, of the Convention Center -Garage or pledged to the payment of the principal of, redemption premium and interest on the Bonds; or (g) if the City (i) admits in writing its inability to pay its debts generally as they become due, or (ii) files a petition in bankruptcy, or (iii) makes an assignment for the benefit of its creditors; or (h) if (i) the City is adjudged insolvent by a court of competent jurisdiction, or (ii) on a petition in bank- ruptcy filed against the City it be adjudged a bankrupt; or (i) if the City shall file a petition or answer seeking reorganization or any arrangement under the Federal bankruptcy laws or any other -applicable law or statute of the United States of America or any state thereof or ( j ) if, under the provisions of any other law for the relief or aid of debtors, any court of competent juris- diction shall assume custody or control of the City or of the whole or any substantial part of its property, and such custody or control shall not be terminated within ninety (90) days from the date of assumption of such custody or control; or (k) if the Hotel Agreement, the TC Agreement or the University Agreement shall be terminated and not replaced promptly by a comparable agreement or if an event of default on the part of the City occurs and continues uncured for ninety (90) days after written notice specifying such default and requiring the same to be remedied shall have been given to the City; or (1) if the City shall default in the due and punc- tual performance of any other of the covenants, conditions, agreements and provisions contained in the Bonds or in this Trust Indenture on the part of the City to be performed, and such default shall continue for thirty (30) days after written notice specifying such default and requiring same to be remedied shall have been given to the City by the Trustee, which may give such notice in its discretion and shall give such notice at the written request of the owners of not less than ten percent (10%) in aggregate principal amount of the Bonds then Outstanding; provided, however, that no such default shall constitute an event of default if such default shall be capable of cure, but not during such thirty (30) day period, so long as the City diligently pursues the cure of such default. SECTION 803. Acceleration of Maturities. Upon the happen- ing of any event of default specified in Section 802 of this Article, then and in every such case the Trustee may, and upon the written request of the owners of more than fifty percent (50%) in aggregate principal amount of the Bonds then Outstanding shall, by a notice in writing to the City and to any Bond Insurer, declare the principal of all of the Bonds then Outstand- ing ( if not then due and payable) to be due and payable immedi- ately, and upon such declaration the same shall become and be immediately due and payable, anything contained in the Bonds or in this Trust Indenture to the contrary notwithstanding; pro- vided, however, that if at any time after the principal of the Bonds shall have been so declared to be due and payable and before the entry of final judgment or decree in any suit, action or proceeding instituted on account of such default, or before the completion of the enforcement of any other remedy under this Trust -Indenture, money shall have accumulated in the Sinking Fund, the Renewal and Replacement Fund, and the Surplus Fund sufficient to a, p( the principal of all matured not through such declaration) Bonds and all arrears of interest, if any, upon all Bonds then outstanding (except the principal of any Bonds not then due by their terms and the interest accrued on such Bonds since the last interest payment date), and the charges, compensa-- tion, expenses, disbursements, advances and liabilities of the Trustee, and all other amounts then payable by the City hereunder shall have been paid or a sum sufficient to pay the same shall have been deposited with the Trustee, and every other default known to the Trustee in the observance or performance of any covenant, condition or Agreement contained in the Bonds or in this Trust Indenture (other than a default in the payment of the principal of such Bonds then due only because of a declaration under this Section) shall have been remedied to the satisfaction of the Trustee, then and in every such case the Trustee (i) shall, if the Bonds then are insured by a Bond Insurer, or ( i i ) otherwise may, and upon the written request of the owners of not less than twenty-five percent (25%) in aggregate principal amount of the Bonds then Outstanding shall, by written notice to the City, rescind and annul such declaration and its consequences, but no such rescission or annulment shall extend to or affect any subsequent default or impair any right consequent thereon. The Bond Insurer, if any, the Hotel Developer, Centrust and the University shall have the option, right and privilege to deposit with the Trustee such money and to take such other action for obviating, curing or remedying, within the time and as otherwise provided in this Trust Indenture, any event of default (or threa- tened default) specified in clauses (a) to (1), inclusive, of Section 802. SECTION 804. Enforcement of Remedies. Upon the happening and continuance of any event of default specified in Section 802 of this Trust Indenture, then and in every such case the Trustee may proceed, and upon the written request of the owners of more than fifty percent (50%) in aggregate principal amount of the Bonds then Outstanding hereunder shall proceed, subject to the provisions of Section 902, to protect and enforce its rights and the rights of the Bondholders under the laws of the State or under this Trust Indenture, the Bond Insurance Policy, if any, the Hotel Agreement, the TC Agreement or the University Agreement by such suits, actions or special proceedings in equity or at law, or by "proceedings in the office of any board or officer having jurisdiction, either for the specific performance of any covenant or agreement contained herein, in the Bond Insurance Policy, if any, the Hotel Agreement, the TC Agreement or in the University Agreement or in aid or execution of any power herein or in the Bond Insurance Policy, if any, the Hotel Agreement, the TC Agreement or the University Agreement granted or for the enforcement of any proper legal or equitable remedy, as the Trustee, being advised by counsel, shall deem most effectual to protect and enforce such rights. 114- 16258 In the enforcement of any remedy under this Trust Indenture the Trustee shall be entitled to sue for, enforce payment of and receive any and all amounts then or during any default becoming, and at any time remaining, due from the City for principal, interest or otherwise under any of the provisions of this Trust Indenture or of the Bonds and unpaid, with interest on overdue payments of principal or interest at the rate or rates of inter- est specified in such Bonds, together with any and all costs and expenses of collection and of all proceedings hereunder and under such Bonds, without prejudice to any other right or remedy of the Trustee or of the Bondholders, and to recover and enforce any judgment or decree against the City, but solely as provided herein and in such Bonds, for any portion of such amounts remain- ing unpaid and interest, costs and expenses as above provided, and to collect in any manner provided by law the money adjudged or decreed to be payable. SECTION 805. Application of Funds. Anything in this Trust Indenture to the contrary notwithstanding, if at any time the money in the Sinking Fund shall not be sufficient to pay the interest on or the principal of the Bonds as the same shall become due and payable (either by their terms or by acceleration of maturities under the provisions of Section 803), such money, together with any money then available or thereafter becoming available for such purpose, whether through the exercise of the remedies provided for in this Article or otherwise, shall be applied as follows: (a) Unless the principal of all of the Bonds shall have become or shall have been declared due and payable, all such money shall be applied: First: to the payment to the persons entitled thereto of all installments of interest then due and payable in the order in which such installments become due and payable and, if the amount available shall not be sufficient to pay in full any particular install- ment, then to the payment, ratably, according to the amounts due on such installment, to the persons enti- tled thereto, without any discrimination or preference except as to any difference in the respective rates of interest specified in the Bonds; Second: to the payment to the persons entitled thereto of the unpaid principal of any of the Bonds which shall have become due and payable (other than Bonds called for redemption for the payment of which money is held pursuant to the provisions of this Trust Indenture), in the order of their due dates, with interest on the principal amount of such Bonds at the - 115 - 10258 11 respective rates specified therein from the respective dates upon which such Bonds became due and payable, and, if the amount available shall not be sufficient to pay in full the principal of the Bonds due and payable on any particular date, together with such interest, then to the payment first of such interest, ratably, according to the amount of such interest due on such date, and then to the payment of such princi- pal, ratably# according to the amount of such princi- pal due on such date, to the persons entitled thereto without any discrimination or preference; and Third: to the payment of the interest on and the principal of the Bonds, to the purchase and retirement of Bonds and to the redemption of Bonds, all in accordance with the provisions of Article V. (b) If the principal of all the Bonds shall have become or shall have been declared due and payable, all such money shall be applied to the payment of the principal and interest then due and unpaid upon the Bonds, without prefer- ence or priority of principal over interest or of interest over principal, or of any installment of interest over any other installment of interest, or of any Bond over any other Bond, ratably, according to the amounts due respectively for principal and interest, to the persons entitled thereto without any discrimination or preference except as to any difference in the respective rates of interest specified in the Bonds. (c) If the principal of all the Bonds shall have been declared due and payable and if such declaration shall thereafter have been rescinded and annulled under the provi- sions of Section 803, then, subject to the provisions of clause (b) of this Section in the event that the principal of all the Bonds shall later become or be declared due and payable, the money then remaining in and thereafter accruing to the Sinking Fund shall be applied in accordance with the provisions of clause (a) of this Section. The provisions of clauses (a), (b) and (c) of this Section are in all respects subject to the provisions of Section 801. Whenever money is to be applied by the Trustee pursuant to the provisions of this Section, such money 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 to the amount of such money available for application and the likelihood of additional money becoming available for such application in the future; the deposit of such money with the Paying Agents, or - 116 - 10258 otherwise Setting aside such money► in trust for the proper pur- pose shall constitute proper application by the Trustee; and the Trustee shall incur no liability whatsoever to the City, to any Bondholder or to any other person For any delay in applying any such money, so long as the Trustee acts with reasonable dili- gence, having due regard to the circumstances, and ultimately applies the same in accordance with such provisions of this Trust Indenture as may be applicable at the time of application by the Trustee. Whenever the Trustee shall exercise such discretion in applying such money, it shall fix the date (which shall be an interest 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, and shall not be required to make payment to the owner of any unpaid Bond until such Bond shall be surrendered to the Trustee for appropriate endorsement, or for cancellation if fully paid. SECTION 806. Discontinuance of Proceedings. In case any proceeding taken by the Trustee on account of any default shall have been discontinued or abandoned for any reason, then and in every such case the City, the Trustee and the Bondholders shall be restored to their former positions and rights hereunder, respectively, and all rights, remedies, powers and duties of the Trustee shall continue as though no proceeding had been taken. SECTION 807. Bondholders May Direct Proceedings. Anything in this Trust Indenture to the contrary notwithstanding, the owners of more than fifty percent (50%) in aggregate principal amount of the Bonds then Outstanding hereunder shall have the right, subject to the provisions of Section 902, by an instrument or concurrent instruments in writing executed and delivered to the Trustee, to direct the method and place of conducting all remedial proceedings to be taken by the Trustee hereunder, pro- vided that such direction shall not be otherwise than in accor- dance with law and the provisions of this Trust Indenture. SECTION 808. Action by Individual Bondholders. No owner of any of the Bonds shall have any right to institute any suit, action or proceeding in equity or at law on any Bond or for the execution of any trust hereunder or for any other remedy under this Article, the Bond Insurance Policy, if any, the Hotel Agreement, the TC Agreement or the University Agreement unless such owner previously shall have given to the Trustee written notice of the event of default on account of which such suit, action or proceeding is to be instituted, and unless also the owners of more than fifty percent (50%) in aggregate principal amount of the Bonds" then Outstanding shall have made written request of the Trustee after the right to exercise such powers or 117 - 10 258 right of action, as the case may be, shall have accrued, and shall have afforded the Trustee a reasonable opportunity either to proceed to exercise the powers granted under this Article or to institute such action, suit or proceeding in its or their name, and unless] also, there shall have been offered to the Trustee reasonable security and indemnity against the costs, expenses and liabilities to be incurred therein or thereby, and the Trustee shall have refused or neglected to comply with such request within reasonable time; and such notification, request and offer of indemnity are hereby declared in every such case, at the option of the Trustee, to be conditions precedent to the execution of the powers and trusts of this Trust Indenture or to any other remedy hereunder; provided, however, that notwithstanding the foregoing provisions of this Section and without complying therewith, the owners of more than fifty per- cent (50%) in aggregate principal amount of the Bonds hereby secured and then Outstanding may institute any such suit, action or proceeding in their own names for the benefit of all owners of Bonds hereunder, and the Trustee in such event shall have no obligation to institute any such suit, action or proceeding here- under. It is understood and intended that, except as otherwise above provided, no one or more owners of the Bonds hereby secured shall have any right in any manner whatever by his or their action to affect, disturb or prejudice the security of this Trust Indenture, or to enforce any right hereunder except in the manner herein provided, that all proceedings at law or in equity shall be instituted, had and maintained in the manner herein provided and for the benefit of all owners of such Outstanding Bonds and that any individual rights of action or other right given to one or more of such owners by law are restricted by this Trust Inden- ture to the rights and remedies herein provided. SECTION 809. Appointment of Receiver. Upon the occurrence of any event of default, and upon the filing of a suit or other commencement of judicial proceedings to enforce the rights of the Trustee and of the Bondholders under this Trust Indenture, the Bond Insurance Policy, if any, the Hotel Agreement, the TC Agreement and the University_ Agreement, the Trustee shall be entitled, as a matter of right, to the appointment of a receiver or receivers of the Bonds, of the Convention Center -Garage and of the revenues and other money derived by the City from or in connection with its ownership, or any property constituting part, of the Convention Center -Garage or pledged to the payment of the principal of, and redemption premium and interest on the Bonds pending such proceedings, with such powers as the court making such appointments shall confer, whether or not such revenues of the City shall be deemed sufficient ultimately to satisfy the Bonds Outstanding. 118 - 1Q�5� 0 SECTION 810. Action by Trustee. All rights of action (including the right to file proof of claim) under this Trust Indenture or under any of the Bonds may be enforced by the Trustee without the possession of any of the Bonds or the produc- tion thereof in any trial or other proceeding relating thereto, and any such suit or proceedings instituted by the Trustee shall be brought in its name as Trustee, without the necessity of join- ing as plaintiffs or defendants any owners of the Bonds hereby secured, and any recovery of judgment shall be for the equal benefitof the owners of the Outstanding Bonds subject to the provisions of Section 801 of this Trust Indenture. SECTION 811. No Remedy Exclusive. No remedy herein con- ferred upon or reserved to the Trustee or to the owners of the Bonds is intended to be exclusive of any other remedy or remedies herein provided, and each and every such remedy shall be cumula- tive and shall be in addition to every other remedy given here- under or now or hereafter existing at law or in equity. SECTION 812. No Delay or Omission Construed to be a Waiver. No delay or omission of the Trustee or of any owner of the Bonds to exercise any right or power accruing upon any default shall impair any such right or power or shall be con- strued to be a waiver of any such default or an acquiescence, therein and every power and remedy given by this Trust Indenture to the Trustee and to the owners of the Bonds, respectively, may be exercised from time to time and as often as may be deemed expedient. The Trustee may, and upon written request of the owners of more than fifty percent (50%) in principal amount of the Bonds then Outstanding shall, waive any default which in its opinion shall have been remedied before the entry of final judgment or decree in any suit, action or proceeding instituted by it under the provisions of this Trust Indenture or before the completion of the enforcement of any other remedy under this TrustInden- ture, but no such waiver shall extend to or affect any other existing or any subsequent default or defaults or impair any rights or remedies consequent thereon. SECTION 813. Notice of Default. The Trustee shall mail to the City, the Bond Insurer, if any, the Hotel Developer, Centrust, the University, and all Bondholders written notice of the occurrence of any event of default set forth in Section 802 within thirty (30) days after the Trustee shall have notice (assuming that said event of default has not theretofore been cured) that any such event of default shall have occurred. The Trustee shall not, however, be subject to any liability to any of the foregoing entities or persons by reason of its failure to mail any such notice. 119 - 10 258 ARTICLE 1X. CONC:ERNINa THE FIDUCIARIES. SECTION 901, Acceptance of Trusts. The Trustee accepts and agrees to execute the trusts imposed upon it by this Trust Inden- ture, but only upon the terms and conditions set forth in this Article and subject to the provisions of this Trust Indenture, to all of which the parties hereto and the respective owners of the Bonds agree. The Trustee also accepts and agrees to perform the duties and obligations imposed upon it expressly under the Bond Insurance policy, the Hotel Agreement, the TC Agreement or the University Agreement, if any. No provision of this Trust Indenture, the Hotel Agreement, the TC Agreement or the University Agreement shall be construed to relieve any Fiduciary from liability for its own negligent action, its own negligent failure to act, or its o m willful misconduct, except that: (a) prior to any such event of default hereunder or after the curing of any such event of default which may have occurred: (1) the duties and obligations of each Fidu- ciary shall be determined solely by the express provi- sions of this Trust Indenture and of the Hotel Agree- ment, the TC Agreement and the University Agreement, if any, and no Fiduciary shall be liable except for the performance of such duties and obligations of such Fiduciary as are specifically set forth in this Trust Indenture, the Hotel Agreement, the TC Agreement and the University Agreement, and no implied covenants or obligations shall be read into this Trust Indenture, the Hotel Agreement, the TC Agreement or the University Agreement against such Fiduciary, and (2) in the absence of bad faith on its part, any Fiduciary may rely conclusively, as to the accuracy of the statements and the correctness of the opinions expressed therein, upon any certificate or opinion furnished to it conforming to the requirements of this Trust Indenture, but in the case of any such certificate or opinion which by any provision hereof is specifically required to be furnished to such Fidu- ciary, such Fiduciary shall be under a duty to examine the same to determine whether or not it conforms to the requirements of this Trust Indenture; and 120 - (b) at all tithes, regardless of whether or not any such event of default shall exist., (1) No Fiduciary shall be liable for any error of judgment made in good faith by a responsible officer or officers of such Fiduciary unless it shall be proved that such Fiduciary was negligent in ascer- taining the pertinent facts, and (2) the Trustee shall be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the owners of more than fifty percent (50%) in aggregate principal amount of the Bonds then Outstanding, relat- ing to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee under this Trust Indenture. None of the provisions contained in this Trust Indenture, the Bond Insurance Policy, the Hotel Agreement, the TC Agreement or the University Agreement shall require any Fiduciary to expend or risk its own funds or otherwise incur individual financial liability in the performance of any of its duties or in the exer- cise of any of its rights or powers. SECTION 902. Indemnification. The Trustee shall be under no obligation to institute any suit or to take any remedial pro- ceeding under this Trust Indenture, the Bond Insurance Policy, the Hotel Agreement, the TC Agreement or the University 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 the trusts hereby created or in the enforcement of any rights and powers hereunder, until it shall be indemnified to its satisfaction against any and all costs and expenses, outlays and counsel fees and other reasonable disbursements, and against all liability; the Trustee may, nevertheless, begin suit, or appear in and defend suit, or do anything else in its judgment proper to be done by it as such Trustee, without indemnity, and in such case the City shall reimburse the Trustee for all costs and expenses, outlays and counsel fees and other reasonable disbursements properly incurred in connection therewith. If the City shall fail to make such reimbursement, the Trustee may reimburse itself from any money in its possession under the provisions of this Trust Indenture and shall be entitled to a preference therefor over any of the Bonds Outstanding. SECTION 903.Limitation on Responsibilities. The Trustee shall, except as provided in Section 712, be under no obligation to effect or maintain insurance or to renew any policies of 121 1a258 insurance or to inquire as to the sufficiency of any policies of insurance carried by the City, or to report, or make or file claims or proof of loss for, any loss or damage insured against or which may occur, or to keep itself informed or advised as to the payment of any taxes or assessments, or to require any such payment to be made, The Trustee, except as to the execution of this Trust Indenture by the Trustee, shall have no responsibility in respect of the validity, sufficiency, due execution or acknowledgment of this Trust Indenture, or, except as to the authentication thereof, in respect of the validity of the Bonds or the due execution or issuance thereof. The Trustee shall be under no obligation to see that any duties herein imposed upon the City, the Accountant, the Architect, any Consultant, other Fiduciaries, any Depositary, or any party other than itself, or any covenants herein contained on the part of any party other than itself to be performed, shall be done or performed, and the Trustee shall be under no obligation for failure to see that any such duties or covenants are so done or performed. SECTION 904. Failure of City to Act. No Fiduciary shall be liable or responsible because of the failure of 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 City or because of the loss of any money arising through the insolvency or the act or default or omission of any Depositary in which such money shall have been deposited under the provisions of this Trust Indenture. No Fiduciary shall be responsible for the application of any of the proceeds of the Bonds 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 a good faith effort to comply with the provi- sions of this Trust Indenture. The immunities and exemptions from liability of the Trustee hereunder shall extend to the directors, officers and employees and agents of each Fiduciary. SECTION 905. Compensation and Indemnification. Subject to the provisions of any contract between the City and any Fiduciary relating to the compensation of such Fiduciary, the City shall pay to such Fiduciary reasonable compensation for all services performed by it hereunder and also all its reasonable expenses, charges and other disbursements and those of its attorneys, agents and employees incurred in and about the administration and execution of the trusts hereby created and the performance of its powers and duties, and, to the extent permitted by applicable law, shall indemnify and save such Fiduciary harmless against any liabilities which it may incur in the exercise and performance, of its powers and duties, hereunder and under the Bond Insurance Policy, the Hotel Agreement, the TC Agreement and the University Agreement. If the City shall fail to make any payment required by this Section, the Trustee may make such payment from any money - 122 10258 I in its possession under the provisions of this Trust Indenture and shall be entitled to a preference therefor over any of the Bonds Outstanding hereunder, The City covenants that it shall. promptly deposit to the credit of the respective fund or account the amount withdrawn therefrom by the Trustee to make any such payment SECTION 906, Monthly_ Statements, It shall be the duty of the Trustee, on or before the'15th day of each month, to file with the City, a statement setting forth in respect of the pre- ceding calendar months (a) the amount withdrawn or transferred by it and the amount deposited with it on account of each Fund or Account held by it under the provisions of this Trust Inden- ture, (b) the amount on deposit with it and the amount deposited with it on account of each Fund or Account, (c) a brief description of all obligations held by it as an investment of money in each such Fund or Account, (d) the amount applied to the purchase or redemption of Bonds under the provisions of Section 507-of this Trust Indenture and a description of the Bonds or portions of Bonds so purchased or redeemed, and (e) any other information pertaining to the matters mentioned in clauses (a) to (d) herein which the City may reasonably request. All records and files pertaining to the Bonds and the Con- vention Center -Garage in the custody of the Trustee shall be open at all reasonable times to the inspection of the City. SECTION 907. Reliance by Fiduciaries. In case at any time it shall be necessary or desirable for any Fiduciary to make any investigation respecting any fact preparatory to taking or not taking any action or doing or not doing anything as such Fidu- ciary, and in any case in which this Trust Indenture provides for permitting or taking any action, the Trustee may rely upon any certificate required or permitted to be filed with it under the provisions of this Trust Indenture, and any such certificate shall be evidence of such fact to protect such Fiduciary in any action that it may or may not take or in respect of anything it may or may not do, in good faith, by reason of the supposed existence of such fact. Except as otherwise provided in this Trust Indenture, any request, notice, certificate or other' instrument from the City to such Fiduciary shall be deemed to - 123 - 10 258 have been signed by the proper party or parties if signed by the City Manager or the Director of Finance or by any other official or employee of the City who shall be duly designated by the City for such purpose, and such Fiduciary may accept and rely upon a certificate of the City so signed as to any action taken by the City. SECTION 908. Notice of Event of Default. Except upon the happening of any event of default specified in clauses (a) and (b) of Section 802, the Trustee shall not be obliged to take notice or be deemed to have notice of any event of default under this Trust Indenture, the Motel Agreement, the TC Agreement or the University Agreement, unless specifically notified in writing of such event of default by the owners of not less than five per- cent (5%) in aggregate principal amount of the Bonds then Out- standing. - SECTION 909. Fiduciaries May Deal in Bonds. Any bank or trust company acting as a Fiduciary and its directors, officers, employees or agents may in good faith buy, sell, own, hold and deal in any of the Bonds or coupons issued under and secured by this Trust Indenture, and may join in any action which any Bond- holder may be entitled to take with like effect as if such bank or trust company were not such Fiduciary under this Trust Inden- ture. SECTION 910. No Responsibility for Recitals. The recitals, statements and representations contained herein and in the Bonds (excluding the Trustee's certificate of authentication on the Bonds) shall be taken and construed as made by and on the part of the City and not by any Fiduciary, and no Fiduciary assumes or shall be under any responsibility for the correctness of the same. SECTION 911. Fiduciaries Protected. Each Fiduciary shall be protected and shall incur no liability in acting or proceed- ing, or in not acting or not proceeding, in good faith, reason- ably and in accordance with the terms of this Trust Indenture, upon any resolution, order, notice, request, consent, waiver, certificate, statement, affidavit, requisition, Bond or other paper or document which it shall in good faith reasonably believe to be genuine and to have been adopted or signed by the proper board or person or to have been prepared and furnished pursuant to any of the provisions of this Trust Indenture or upon the written opinion of any attorney, consultant, engineer or accountant believed by such Fiduciary to be qualified in relation to the subject matter, and such Fiduciary shall be under no duty to make any investigation or inquiry as to any statements con- tained or matters referred to in any such instrument. No Fidu- ciary shall be under any obligation to see the recording or - 124 - filing of this Trust indenture or otherwise to the giving to any person of notice of the provisions hereof. SECTION 912, Resignation of Trustee. The Trustee may resign and thereby become discharged from the trusts hereby created, by notice in writing given to the City and to the Bond holders, and published once in a Newspaper published in The City of Miami, Florida, and in a Newspaper or a Financial Journal published in the Borough of Manhattan, City and State of New York, not less than sixty (60) days before such resignation is take effect, but such resignation shall take effect immediately upon the appointment of a new Trustee hereunder, if such new Trustee shall be appointed before the time limited by such notice and shall then accept the trusts thereof. SECTION 913. Removal of Trustee. The Trustee may be removed at any time by an instrument or concurrent instruments in writing, executed by the owners of not less than twenty percent (20%) in aggregate principal amount of the Bonds hereby secured and then Outstanding and filed with the City and the Trustee, and notice in writing given by such owners to the City and to the Bondholders of record, and published once in a Newspaper in The City of Miami, Florida, and in a Newspaper or Financial Journal published in the Borough of Manhattan, City and State of New York, not less than sixty (60) days before such removal is to take effect as stated in said instrument or instruments. The Trustee may also be removed at any time for any breach of trust or for acting or proceeding in violation of, or for failing to act or proceed in accordance with, any provisions of this Trust Indenture with respect to the duties and obligations of the Trustee by any court of competent jurisdiction upon the application of the City or the owners of not less than five per- cent (5%) in aggregate principal amount of the Bonds hereby secured and then Outstanding. SECTION 914. Appointment of Successor or Trustee. If at any time hereafter the Trustee shall resign, be removed, be dis- solved or otherwise become incapable of acting, or the bank or trust company acting as Trustee shall be taken over by any gov- ernmental official, agency, department or board, the position of Trustee shall thereupon become vacant. If the position of Trustee shall become vacant for any of the foregoing reasons or for any other reason, the City shall appoint a Trustee to fill such vacancy. The City shall publish notice of any such appoint- ment made by it once in a Newspaper and a Financial Journal, and shall mail a copy thereof to all Bondholders. At any time within one year after any such vacancy shall have occurred, the owners of thirty-five percent (35%) in aggre 125 - 0 0 gate Principal amount of the Bonds then Outstanding, by an instruMent or concurrent instruments in writing, executed by such Bondholders and filed with the City, may appoint a successor Trustee, which shall supersede an Trustee theretofore appointed by the City. Photographic copies, duly certified by the City Clerk or a Deputy City Clerk of each such instrument shall be delivered promptly by the City to the predecessor Trustee and to the Trustee so appointed by the Bondholders. If no appointment of a successor Trustee shall be made pur- suant to the foregoing provisions of this Section, the owner of any Bond Outstanding hereunder or any retiring Trustee may apply to any court of competent jurisdiction to appoint a successor Trustee. Such court may thereupon, after such notice, if any, as such court may deem proper, prescribe and appoint a successor Trustee. Any successor Trustee hereafter appointed shall be a bank or trust company within or outside the State which is duly autho- rized to exercise corporate trust powers and subject to examina- tion by Federal or state authority, of good standing and having a combined capital, surplus and undivided profits aggregating not less than Thirty Five Million Dollars ($35,000,000). SECTION 915. Visiting of Trusts in Successor Trustee. Every successor Trustee appointed hereunder shall execute, acknowledge and deliver to its predecessor, and also to the City, an instrument in writing accepting such appointment hereunder, and thereupon such successor trustee, without any further act shall become fully vested with all the rights, immunities, powers and trusts, and subject to all the duties and obligations, of its predecessor; but such predecessor shall, nevertheless, on the written request of its successor or of the City, and upon payment of the expenses, charges and other disbursements of such prede- cessor which are payable pursuant to the provisions of Section 905, execute and deliver an instrument transferring to such suc- cessor Trustee all the rights, immunities, powers and trusts of such predecessor hereunder; and every predecessor Trustee shall deliver all property and money held by it hereunder to its suc- cessor. Should any instrument in writing from the City be required by any successor Trustee for more fully and certainly westing in such Trustee the rights, immunities, powers and trusts hereby vested or intended to be vested in the predecessor Trustee, any such instrument in writing shall and will, on request, be executed, acknowledged and delivered by the City. SECTION 916. Paying Agents and Bond Registrars; Appointment and Acceptance of Duties. (a) The Issuer shall appoint one or more Paying Agents and - 126 - 1625 one or more Bond Registrars for the Bonds of each Series, and may at any time or from time to time appoint one or more other Paying Agents or Bond Registrars having the qualifications set forth in Section 917 for a successor Paying Agent or Bond Registrar, as the case may be. The Trustee may be appointed a Paying Agent or Bond Registrar. (b) Each Paying Agent and Bond Registrar shall signify its acceptance of the duties and obligations imposed upon it by this Trust Indenture by executing and delivering to the City and to the Trustee a written acceptance thereof. (c) Unless otherwise provided, the principal corporate trust offices of the Paying Agents are designated as the respec- tive offices or agencies of the City for the payment of the interest on and principal or Redemption Price of the Bonds. SECTION 917. Resignation or Removal of Payinq Agent or Bond Registrar and Appointment of Successor. (a) Any Paying Agent or Bond Registrar may at any time resign and be discharged of the duties and obligations created by this Trust Indenture by giving at least 60 days' written notice to the City, the Trustee and the other Fiduciaries. Any Paying Agent or Bond Registrar may be removed at any time by an instrument filed with the Trustee and such Bond Registrar or Paying Agent and signed by the City Manager or the Director of Finance of the City. Any successor Paying Agent or Bond Registrar shall be appointed by the City and shall be a bank or trust company organized under the laws of any state of the United States or a national banking association, having (or controlled by an entity having) capital stock, surplus and undivided earnings aggregating at least $35,000,000, and 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 the Trust Indenture. (b) In the event of the resignation or removal of any Paying Agent, such Paying Agent shall pay over, assign and deliver moneys held by it as Paying Agent to its successors, or if there be no successors, to the Trustee. In the event that for any reason there shall be a vacancy in the office of any Paying Agent or Bond Registrar, the Trustee shall act as such Paying Agent or Bond Registrar. (c) The resignation or removal of the Trustee as Bond Registrar or Paying Agent pursuant to Section 916(a) shall not simultaneously constitute a resignation or removal of the Trustee. - 127 - 1025 8 SECTION 918, Trustee May appoint Co -Trustee. It is the purpose of this Trust Indenture that there shall be no violation of any law of any jurisdiction (including particularly the law of the State) denying or restricting the right of banking corpora- tions or associations to transact business as Trustee in such jurisdiction. It is recognized that in case the Trustee deems that by reason of any present or Future law of any jurisdiction it may not exercise any of the powers, rights or remedies herein granted to the Trustee or hold title to the properties, in trust, as herein granted, or take any other action which may be desir- able or necessary in connection therewith, the Trustee may appoint an additional individual or institution as a separate or Co -Trustee, in which event each and every remedy, power, right, claim, demand, cause of action, immunity, estate, title, interest and lien expressed or intended by this Trust Indenture to be exercised by or vested in or conveyed to the Trustee with respect thereto shall be exercisable by and vest in such separate or Co- Trustee, but only to the extent necessary to enable such separate or Co -Trustee to exercise such powers, rights and remedies, and every covenant and obligation necessary to the exercise thereof by such separate or Co -Trustee shall run to and be enforceable by either of them. Should any instrument in writing from the City be required by the separate or Co -Trustee so appointed by the Trustee for more fully and certainly vesting in and confirming to him or if such properties, rights, powers, trusts, duties and obligations, any and all such deeds, conveyances and instruments in writing shall, on request, be executed, acknowledged and delivered by the City. In case any separate or Co -Trustee, or a successor, shall die, become incapable of acting, resign or be removed, all the estates, properties, rights, powers, trusts, duties and obligations of such separate or Co -Trustee, so far as permitted by law, shall vest in and be exercised by the Trustee until the appointment of a successor to such separate or Co - Trustee. _ Any Co -Trustee appointed by the Trustee pursuant to this Section may be removed by the Trustee, in which case all powers, rights and remedies vested in the Co -Trustee shall again vest in the Trustee as if no such appointment of a Co -Trustee had been made. Any Co -Trustee appointed by the Trustee pursuant to this Section shall be automatically removed upon the effective resignation or removal of the Trustee which appointed it. SECTION 919. Governing Law. Each Fiduciary's immunities and standard of care in the performance of its obligations under this Trust Indenture shall be governed by and construed in accor- dance with the laws of the State. - 128 - IO2s8 ARTICLE X. EXECUTION Off' INBTRUMENT8 BY 8ON09OLDERS, PROOF' Off' OWNMSNIP Off' BONDS AND DETERMINATION OF BONDBOLOER CONCMENCE. SECTION 1001, Execution of Instrument; Proof of Ownership. Any request, direction, consent or other instrument in writing required or permitted by this Trust Indenture to be signed or executed by Bondholders may be in any number of concurrent instruments of similar tenor and may be signed or executed by such Bondholders or their attorneys or legal representatives. Proof of the execution of any such instrument and of the owner- ship of Bonds shall be sufficient for any purpose of this Trust Indenture and shall be conclusive in favor of the Trustee with regard to any action taken by it under such instrument if made in the following manners (a) the fact and date of the execution by any person of any such instrument may be proved by the verification of any officer in any jurisdiction who, by the laws thereof, has power to take affidavits within such jurisdiction, to the effect that such instrument was subscribed and sworn to before him, or by an affidavit of a witness to such execu- tion. Where such execution is by an officer of a corpora- tion or association or a member of a partnership on behalf of such corporation, association or partnership, such veri- fication or affidavit shall also constitute sufficient proof of his authority; and (b) The ownership of registered Bonds shall be proved by the registration books kept under the provisions of Section 208. (c) The amount of Bonds transferable by delivery held by any person executing any instrument as a Bondholder, the date of his holding such Bonds, and the numbers and other identification thereof, may be proved by certificate, which need not be acknowledged or verified, in form satis- factory to the Trustee, executed by the Trustee or by a member of a financial firm or by an officer of a bank, trust company, insurance company, or financial corporation or other depositary wherever situated, showing at the date therein mentioned that such person exhibited to such member or officer or had on deposit with such depositary the Bonds described in such certificate. Such certificate may be given by a member of a financial firm or by an officer of any bank, trust company, insurance company or financial corporation or depositary with respect to Bonds owned by it, if acceptable to the Trustee. - 129 - 10 258 Nothing contained in this Article shall be construed as limiting the Trustee to such proof, it being intended that the Trustee may accept or require any other evidence of the matters herein stated which it may deem sufficient. Any request or con- sent of the owner of any Bond shall bind every future owner of the same Bond in respect of anything done by the Trustee pursuant to such request or consent. ARTICLE XI SUPPLtKENTAt T908T MtNTU9t8 ANb AMI;NDRENT5 SECTION 1101. Supplemental Trust Indentures Effective Upon Filing Without Bondholders' Approval. For any one or more of the following purposes and at any time or from time to time, a sup- plemental trust indenture of the City may be entered into with the Trustee and shall be fully effective in accordance with its terms. (a) To close this Trust Indenture against, or pro- vide limitations and restrictions in addition to the limita- tions and restrictions contained in this Trust Indenture on, the authentication and delivery of Bonds or the issuance of other evidences of indebtedness; (b) To add to the covenants and agreements of the City in this Trust Indenture; other covenants and agreements to be observed by the City which are not contrary to or inconsistent with this Trust Indenture as theretofore in effect; (c) To add to the limitations and restrictions in this Trust Indenture, other limitations and restrictions to be observed by the City which are not contrary to or incon- sistent with this Trust Indenture as theretofore in effect; (d) To add to the events of default in this Trust Indenture additional events of default and provide addi- tional remedies with respect to such additional events of default or the events of default set forth in this Trust Indenture; (e) To authorize Bonds of a Series and, in connec- tion therewith, specify and determine the matters and things referred to in Article II, and also any other matters and things relative to such Bonds which are not contrary to or inconsistent with this Trust Indenture as theretofore in effect, or to amend, modify or rescind any such authoriza- tion, specification or determination at any time prior to the first authentication and delivery of such Bonds;' (f) With the prior written opinion of Bond Counsel that to do so will not affect the taxability of interest on such Bonds under the Code, to authorize, in compliance with all applicable law, Bonds of each Series to be issued in the form of coupon Bonds registrable as to principal only and, in connection therewith, specify and determine the matters 131 - 10258 and things relative to the issuance of such coupon Bonds, including provisions relating to the timing and manner of provision of any notice required to be given hereunder to the holders of such coupon Bonds, which are not contrary to or inconsistent with this Trust Indenture as theretofore in effect, or to amend, modify or rescind any such authoriza- tion, specification or determination at any time prior to the first authentication and delivery of such coupon Bonds; (g) To authorize, in compliance with all applicable law, Bonds of each Series to be issued in the form of Bonds issued and held in book -entry form on the books of the City of any Fiduciary appointed for that purpcse by the City and, in connection therewith, make such additional changes herein, not adverse to the rights of the owners of the Bonds, as are necessary or appropriate to accomplish or recognize such book -entry form Bonds and specify and de- termine the matters and things relative to the issuance of such book -entry, form Bonds as are appropriate or necessary; (h) To authorize Subordinated Indebtedness and, in connection therewith, specify and determine such matters and things relative to such Subordinated Indebtedness which are not contrary to or inconsistent with this Trust Indenture as theretofore in effect, or to amend, modify or rescind any such authorization, specification or determination at any time priortothe first authentication and delivery of such Subordinated Indebtedness; ( i ) To confirm, as further assurance, any security interest, pledge or assignment under, and the subjection to any security interest, pledge or assignment created or to be created by, this Trust Indentureofthe Trust Estate or of any other monies, securities or fund; ( j ) To modify any of the provisions of this Trust Indenture in any other respect whatever, provided that (i) such modification shall be, and be expressed to be, effec- tive only after all Bonds of each Series Outstanding at the date of the adoption of such supplemental trust indenture shall cease to be outstanding, and (ii) such supplemental trust indenture shall be specifically referred to in the text of all Bonds of any Series authenticated and delivered after the date of the adoption of such supplemental trust indenture and the Bonds issued in exchange therefor or in place thereof; (k) To appoint the Trustee or any successor thereto; 132 10258 M (1) To cure any ambiguity, supply any omission, or Cure or correct any defect or inconsistent provision in this Trust Indenture; (m) To insert such provisions clarifying matters or questions arising under this Trust Indenture as are neces- sary or desirable and are not contrary to or inconsistent with this Trust Indenture as theretofore in effect; (n) To modify, amend or supplement this Trust In denture or any indenture supplemental hereof in such manner as to permit the qualification hereof and thereof under the Trust Indenture 'Act of 1939, as amended, or any similar federal statute hereafter in effect or to permit the quali- fication of the Bonds for sale under the securities laws of any of the states of the United States of America; (o) To modify, amend or supplement this Trust Indenture as permitted under Section 517(c); (p) To add additional security as part of the Trust Estate subject to the lien of this Trust Indenture; or (q) To make any other modification or amendment of this Trust Indenture which the Trustee shall in its sole discretion have determined will not have a material adverse effect on the interests of Bondholders. SECTION 1102. Supplemental Trust Indentures with Approval of Bondholders. At any time or from time to time, a supplemental trust indenture may be entered into subject to consent by Bond- holders and or, if applicable, the issuer of any Credit Facility or issuer of any Liquidity Facility, in accordance with and sub- ject to the provisions of this Article XI, which supplemental trust indenture, upon the acceptance thereof by the Trustee of a copy thereof executed by an appropriate officer of the City and upon the compliance with the provisions of this Article XI, shall become fully effective in accordance with its terms as provided in this Article XI. SECTION 1103. General Provisions. (a) The Trust Indenture shall not be modified or amended in any respect except as provided in and in accordance with and subject to the provisions of this Article XI. Nothing in this Article XI contained shall affect or limit the right or obliga- tion of the City to adopt, make, do, execute, acknowledge or deliver any resolution, actorotherinstrument pursuant to the provisions of Section 717 or the right or obligation of the City to execute and deliver to any Fiduciary any instrument which - 133 - 10258 ■ 1 A ri elsewhere in this Trust Indenture it is provided shall be deliv- ered to said Fiduciary; (b) Any supplemental trust indenture referred to and per- mitted or authorized by Section 1101 may be entered into by the City without the consent of any of the Bondholders, but shall become effective only on the conditions, to the extent and at the time provided in said Section. Every supplemental trust inden- ture when accepted by the Trustee shall be accompanied by an Opinion of Counsel stating that such supplemental trust indenture has been duly and lawfully adopted in accordance with the provi- sions of this Trust Indenture, is authorized or permitted by this Trust Indenture, and is valid and binding upon the City in accor- dance with its terms; (c) The Trustee is hereby authorized to accept any supple- mental trust indenture referred to and permitted or authorized by Sections 1101 or 1102 and to make all further agreements and stipulations which may be therein contained, and the Trustee, in taking such action, shall be fully protected in relying on an Opinion of Counsel that such a supplemental trust indenture is authorized or permitted by the provisions of this Trust Inden- ture; (d) No supplemental trust indenture shall change or modify any of the rights or obligations of any Fiduciary without its written assent thereto. SECTION 1104. Mailing. Any provision in this Article for the mailing of a notice or other paper to Bondholders shall be fully complied with if it is mailed, postage prepaid, to each owner of Bonds then Outstanding at his address, if any, appearing upon the registry books of the City. SECTION 1105. Powers of Amendment. Any modification or amendment of this Trust Indenture and of the rightsand obli- gations of the City and of the owners of the Bonds hereunder, in any particular, may be made by a supplemental trust indenture, with the written consent given as provided in Section 1106 (i) of the owners of not less than a majority in principal amount of the Bonds Outstanding at the time such consent is given or, in case less than all of the several Series of Bonds then Outstanding are affected by the modification or amendment, of the owners of not less than a .majority in principal amount of the Bonds of each Series so affected and Outstanding at the time such consent is given, or in case the modification or amendment changes the terms of any Amortization Installment, of the owners of not less than a majority in principal amount of the Bonds of the particular Series and maturity entitled to such Amortization Installment and Outstanding at the time such consent is given, and (ii) the - 134 - 1Q:�5� issuer of any Credit Facility or Liquidity Facility, as the case may be, provided, however, that if such modification or amendment willr by its terms, not take effect so long as any Bonds of any specified like Series and maturity remain Outstanding the consent of the owners of such Bonds shall not be required and such Bonds shall not be deemed to be Outstanding for the purpose of any calculation of Outstanding Bonds under this Section. No such modification or amendment shall permit a change in the terms of redemption or maturity of the principal of any Outstanding Bond or of any installment of interest thereon or a reduction in the principal amount or the redemption price thereof or in the rate of interest thereon without the consent of the owner of such Bond, or shall reduce the percentage or otherwise affect the classes of Bonds the consent of the owners of which is required to effect any such modification or amendment without the written consent of the owners of all Bonds affected by such amendment, or shall change or modify any of the rights or obligations of any Fiduciary without its written assent thereto. For the purposes of this Section, a Series shall be deemed to be affected by a modification or amendment of this Trust Indenture if the same adversely affects or diminishes the rights of the owners of Bonds of such Series. The Trustee may in its discretion determine whether or not in accordance with the foregoing powers of amend- ment Bonds of any particular Series or maturity would be affected by any modification or amendment of this Trust Indenture and any such determination shall be binding and conclusive on the City and all owners of Bonds. For purposes of this Section, the owners of any Bonds may include the initial owners thereof, re- gardless of whether such Bonds are being held for resale. SECTION 1106. Consent of Bondholders. The City may at any time execute a supplemental trust indenture making a modification or amendment permitted by the provisions of Section 1105 to take effect when and as provided in this Section. A copy of such supplemental trust indenture (or brief summary thereof or refer- ence thereto in form approved by the Trustee), together with a request to Bondholders for their consent thereto in form satis- factory to the Trustee, shall be mailed by first class mail, postage prepaid, by the Trustee to Bondholders (but failure to mail such copy and request shall not affect the validity of the supplemental trust indenture when consented to as in this Section provided). Such supplemental trust indenture shall not be effec- tive unless and until (i) there shall have been filed with the Trustee (a) the written consents of owners of the percentages of Outstanding Bonds specified in Section 1102 and (b) the Opinion of Counsel stating that such supplemental trust indenture has been duly and lawfully adopted by the City in accordance with the provisions of this;Trust-Indenture, is authorized or permitted by this Trust Indenture, and is valid and binding upon the City and enforceable in accordance with its terms, and (ii) a notice shall - 135 iQaGS� have been given as hereinafter provided in this Section 1106. It shall not be necessary that the consents of owners of Bonds approve the particular form or wording of the proposed modifica- tion or amendment or of the proposed supplemental trust indenture effecting such modification or amendment, but it shall be suffi- cient if such consents approve the substance of the proposed amendment or modification. Each such consent shall be effective only if accompanied by proof of the holding, at the date of such consent, of the Bonds with respect to which such consent is given, which proof shall be such as is permitted by Section 1001. A certificate or certificates executed by the Trustee and filed with the City stating that it has examined such proof and that such proof is sufficient in accordance with Section 1001 shall be conclusive that the consents have been given by the owners of the Bonds described in such certificate or certificates of the Trustee. Any such consent shall be binding upon the owners of the Bonds giving such consent and, anything in Section 1001 to -he contrary notwithstanding, upon any subsequent owner of such Bonds and of any Bonds issued in exchange therefor (whether or not such subsequent owner thereof has notice thereof) unless such consent is revoked in writing by the owner of such Bonds giving such consent or a subsequent owner thereof by filing with the Trustee, prior to the time when the written statement of the Trustee hereinafter in this Section 1106 provided for is filed, such revocation and, if such Bonds are transferable by delivery, proof that such Bonds are held by the signer of such revocation in the manner permitted by Section 1001. The fact that a consent has not been revoked may likewise be proved by a certificate of the Trustee filed with the City to the effect that no revocation thereof is on file with the Trustee. At any time after the owners of the required percentages of Bonds shall have filed their consents to the supplemental trust indenture, the Trustee shall make and file with the City a written statement that the owners of such required percentages of Bonds have filed such consents. 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 indenture (which may be referred to as a supplemental trust indenture adopted by the City on a stated date, a copy of which is on file with the _ Trustee) has been consented to by the owners of the required percentages of Bonds and will be effective as provided in this Section 1106, may be given to Bondholders by the Trustee by mail- ing, by first class mail, postage prepaid, such notice to Bond- holders (but failure to mail such notice shall not prevent such supplemental trust indenture from becoming effective and binding as in this Section 1106 provided). A record, consisting of the certificates or statements required or permitted by this Section 1106 to be made by the Trustee, shall be proof of the matters therein stated. Such supplemental 'trust indenture making such amendment or modification shall be deemed conclusively binding - 136 - upon the City, the Fiduciaries and the owners of all Bonds at the expiration of 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 indenture in a legal action or equitable proceeding for such purpose commenced within such 40 day period; provided, however, that any Fiduciary and the City during such 40 day period and any such further period during which any such action or proceeding may be pending shall be enti- tled in its absolute discretion to take such action, or to refrain from taking such action, with respect to such supple- mental trust indenture as they may deem expedient. SECTION 1107. Modifications or Amendments __b� Unanimous Consent. The terms and provisions of this Trust Indenture and the rights and obligations of the City and of the owners of the Bonds thereunder may be modified or amended in any respect upon the adoption and filing by the City of supplemental trust in- denture and the consent of the owners of all of the Bonds then Outstanding, such consent to be given as provided in Section 1106 except that no notice to Bondholders either by mailing or publi- cation shall be required; provided, however, that no such modifi- cation or amendment shall change or modify any of the rights or obligations of any Fiduciary without the filing with the Trustee of the written assent thereto of such Fiduciary in addition to the consent of the Bondholders. SECTION 1108. Exclusion of Bonds. Bonds 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 Bonds provided for in this Article XI, and the City shall not be entitled with respect to such Bonds to give any consent or take any other action provided for in this Article. SECTION 1109. Notation of Bonds. Bonds authenticated and delivered after the effective date of any action taken as in this Article XI provided may, and, if the Trustee so determines, shall bear a notation by endorsement or otherwise in form approved by the City and the Trustee as to such action, and in that a case upon demand of the owner of any Bond Outstanding at such effec- tive date and presentation of his Bond for the purpose at a the corporate trust office of the Trustee or upon any transfer or exchange of any Bond Outstanding at such effective date, suitable notation shall be made on such Bond or upon any Bond issued upon any such transfer or exchange by the Trustee as to any such action. If the City or the Trustee shall so determine, new Bonds so modified as in the opinion of the Trustee and the City or purchased or otherwise acquired by the City and delivered to the Trustee to conform to such action shall be prepared, authenti- cated and delivered and upon demand of the owner of any Bond then 137 - 10258 I ... ,., "ems "`".Y�a7m �..r •K>r;^?'°A',,.ouuzr r s^.r:^.ma�^mn outstanding shall be exchanged, without cost to such Bondholder, for Bonds of the same Series, principal amounto maturity and interest rate then Outstanding, upon surrender of such Bonds, Any action taken as in this Article xz provided shall be effec- tive and bidding upon all Bondholders notwithstanding that the notation is not endorsed on all Bonds. SECTION 1201. Defeasance. (a) If the City shall pay or cause to be paid, or there shall otherwise be paid, to the owners of all Bonds the principal or redemption price, if applicable, and interest due or to become due thereon, at the times and in the manner stipulated in the Bonds and in this Trust Indenture, then the pledge of the Trust Estate, and all covenants, agreements and other obligations of the City to the Bondholders, shall thereupon cease, terminate and become void and be discharged and satisfied. In such event, the Trustee shall cause an accounting 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 Fiduciaries shall pay over or deliver to the City all moneys or securities held by them pursuant to this Trust Indenture which are not required for the payment of principal or redemption price, if applicable, on Bonds not theretofore surrendered for such payment or redemption. If the City shall pay or cause to be paid, or there shall otherwise be paid, to the owners of any Outstanding Bonds the principal or redemption price, if applicable, and interest due or to become due thereon, at the times and in the manner stipulated therein and in this Trust Indenture, such Bonds shall cease to be entitled to any lien, benefit or security under this Trust Indenture, and all covenants, agreements and obligations of the City to the owners of such Bonds shall thereupon cease, terminate and become void and be discharged and satisfied. (b) Bonds or interest installments for the payment or redemption of which moneys shall have been set aside and shall be held in trust by the Paying Agents (through deposit by the City of funds for such payment or redemption or otherwise) at the maturity or redemption date thereof shall be deemed to have been paid within the meaning and with the effect expressed in subsec- tion (a) of this Section. Subject to the provisions of subsec- tions (c) through (g) of this Section, any Outstanding Bonds prior to the maturity or redemption date thereof shall be deemed to have been paid within the meaning and with the effect expressed in subsection (a) of this Section if (i) in case any of said Bonds are to be redeemed on any date prior to their matur- ity, the City shall have given to the Trustee instructions accepted in writing by the Trustee to mail as provided in Article III notice of redemption of such Bonds (other than Bonds which have been purchased by the Trustee at the direction of the City or purchased or otherwise acquired by the City and delivered to - 139 the Trustee as hereinafter provided prior to the mailing of such notice of redemption) on said dater (ii) there shall have been deposited with the Trustee either moneys in an amount which shall be sufficient, or Investment Obligations (including any Invest- ment Obligations issued or held in book -entry form on the books of the Department of the Treasury of the United States) the prin- cipal of and the interest on which when due will provide moneys which, together with the moneys, if any, deposited with the Trustee at the same time, shall be sufficient, to pay when due the principal or redemption price, if applicable, and interest due and to become due on said Bonds on or prior to the redemption date or maturity date thereof, as the case may be, and ( iii ) in the event said Bonds are not by their terms subject to redemption within the next succeeding 60 days, the City shall have given the Trustee in form satisfactory to it instructions to mail, as soon as practicable, a notice to the owners of such Bonds at their last addresses appearing upon the registry books at the close of business on the last business day of the month preceding the month for which notice is mailed that the deposit required by (ii) above has been made with the Trustee and that said Bonds are deemed to have been paid in accordance with this Section 1201 and stating such maturity or redemption date upon which moneys are expected, subject to the provisions of subsection (g) of this Section 1201, to be available for the payment of the principal or redemption price, if applicable, on said Bonds (other than Bonds 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 redemption referred to in clause (i) hereof). Any notice of redemption mailed pursuant to the preceding sentence with respect to Bonds which constitute less than all of the Out- standing Bonds of any maturity within a Series shall specify the letter and number or other distinguishing mark of each such Bond. The Trustee shall, as and to the extent necessary, apply moneys held by it pursuant to this Section 1201 to the retirement of said Bonds in amounts equal to the unsatisfied balances of any Amortization Installments with respect to such Bonds, all in the manner provided in this Trust Indenture. The Trustee shall, if so directed by the City (iii) prior to the maturity date of Bonds deemed to have been paid in accordance with this Section 1201 which are not to be redeemed prior to their maturity date or (iv) prior to the mailing of the notice of redemption referred to in clause (i) above with respect to any Bonds deemed to have been paid in accordance with this Section 1201 which are to be redeemed on any date prior to their maturity, apply moneys deposited with the Trustee in respect of such Bonds and redeem or sell Investment Obligations so deposited with the Trustee and apply the proceeds thereof to the purchase of such Bonds and the Trustee shall immediately thereafter cancel all such Bonds so purchased; provided, however, that the moneys and Investment - 140 - 10258 Obligations remaining on deposit with the Trustee after the pur- chase and cancellation of such Bonds shall be sufficient to pay when due the principal Amortization installment or redemption pricey if applicable, and interest due or to become due on all Bonds, in respect of which such moneys and Investment obligations are being held by the Trustee on or prior to the redemption date or maturity date thereof, as the case may be. If, at any time (v) prior to the maturity date of Bonds deemed to have been paid in accordance with Section 1201 which are not to be redeemed prior to their maturity date or (vi) prior to the mailing of the notice of redemption referred to in clause (i) with respect to any Bonds deemed to have been paid in accordance with this Sec- tion 1201 which are to be redeemed on any date prior to their maturity, the City shall purchase or otherwise acquire any such Bonds and deliver such Bonds to the Trustee prior to their maturity date or redemption date, as the case may be, the Trustee shall immediately cancel all such Bonds so delivered; such deliv- ery of Bonds to the Trustee shall be accompanied by directions from the City, as the case may be, to the Trustee as to the manner in which such Bonds are to be applied against the obliga- tion of the Trustee to pay or redeem Bonds deemed paid in accor- dance with this Section 1201. The directions given by the City to the Trustee referred to in the preceding sentence shall also specify the portion, if any, of such Bonds so purchased or deliv- ered and cancelled to be applied against the obligation of the Trustee to pay Bonds deemed paid in accordance with this Section 1201 upon their maturity date or dates and the portion, if any, of such Bonds so purchased or delivered and cancelled to be applied against the obligation of the Trustee to redeem Bonds deemed paid in accordance with this Section 1201 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 Bonds as provided in this Section 1201 the total amount of moneys and Investment Obligations remaining on deposit with the Trustee -under this Section 1201 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 Bonds in order to satisfy clause (ii) of this subsection (b) of Section 1201, the Trustee shall, if requested by the City, pay the amount of such excess to the City free and clear of any trust, lien, security interest, pledge or assignment securing said Bonds or otherwise existing under — this Trust Indenture. Except as otherwise provided in this sub- section (b) of Section 1201 and in subsection (c) through subsec- tion (g) of this Section 1201, neither Investment Obligations nor moneys deposited with the Trustee pursuant to this Section nor principal or interest payments on any such Investment Obligations shall be withdrawn or used for any purpose other than, and shall be held in trust for, the payment of the principal or redemption price, if applicable, and interest on said Bonds; provided that any cash received from such principal or interest payments on - 141 - ,1Q:458 2 • such investment obligations deposited with the Trustee, (vii) to the extent such cash will not be required at any time for such purpose, shall be paid over to the City as received by the Trustee, free and clear of any trust, lien or pledge securing said Bonds or otherwise existing under this Trust Indenture, and (viii) to the extent such cash will be required for such purpose at a later date, shall, to the extent practicable, be reinvested in Investment Obligations maturing at times and in amounts suffi- cient to pay when due the principal or redemption price, if applicable, and interest to become due on said Bonds on or prior to such redemption date or maturity date thereof, as the case may be, and interest earned from such reinvestments shall be paid over to the City, as received by the Trustee, free and clear of any trust, lien, security interest, pledge or assignment securing said Bonds or otherwise existing under this Trust Indenture. For the purposes of this Section, Investment Obligations shall mean and include only (ix) Bonds, notes► or other obligations of the United States or those guaranteed by the United States or for which the credit of the United States is pledged for the payment of the principal and interest or dividends thereof which shall not be subject to redemption prior to their maturity other than at the option of the holder thereof, (x) to the extent permitted by law, Bonds the interest on which is exempt from Federal income taxation under the Code and which at the time of deposit with the Trustee pursuant to clause (ii) of subsection (b) of this Section 1201 are rated in the highest rating category of Moody's Investors' Service and Standard and Poor's Corporation and which shall not be subject to redemption prior to their maturity other than at the option of the holder thereof or as to which an irre- vocable notice of redemption of such securities on a specified redemption date has been given and such securities are not other- wise subject to redemption prior to such specified date other than at the option of the holder thereof, or (xi) upon compliance with the provisions of subsection (e) of this Section 1201, such securities as are described in clauses (ix) and (x) which are subject to redemption prior to maturity at the option of the issuer thereof on a specified date or dates. (c) For purposes of determining whether Variable Interest Rate Bonds shall be deemed to have been paid prior to the maturity or redemption date thereof, as the case may be, by the deposit of moneys, or Investment Obligations and moneys, if any, in accordance with the second sentence of subsection (b) of Section 1201, the interest to come due on such Variable Interest Rate Bonds on or prior to the maturity date or redemption date thereof, as the case may be, shall be calculated at the maximum rate permitted by the terms thereof; provided, however, that if on any _date, as a result of such Variable Interest Rate Bonds having borne interest at less than such maximum rate for any period, the total amount of moneys and Investment Obligations on - 142 - 10 258 deposit with the Trustee for the payment of interest on such Variable interest Bate Bonds in excess of the total amount which would have been required to be deposited with the Trustee on such date in respect of such variable Interest Rate Bonds in order to satisfy the second sentence of subsection (b) of Section 1201, the Trustee shall, if requested, by the City, pay the amount of such excess to the City free and clear of any trust, lien, security interest, pledge or assignment securing the Bonds or otherwise existing under the Trust Indenture. (d) Put- Bonds shall be deemed to have been paid in accordance with the second sentence of subsection (b) of Section 1201 only if, in addition to satisfying the requirements of clauses (i) and (iii) of such sentence, there shall have been deposited with the Trustee moneys in an amount which shall be sufficient to pay when due the maximum amount of principal of and premium, if any, and interest on such Bonds which could become payable to the owners of such Bonds upon the exercise of any options provided to the owners of such Bonds; provided, however, that if, at the time a deposit is made with the Trustee pursuant to subsection (b) of this Section, the options originally exer- cisable by the owner of a Put Bond are no longer exercisable, such Bond shall not be considered a Put Bond for purposes of this subsection (d). If any portion of the moneys deposited with the Trustee for the payment of the principal of and premium, if any, and interest on Put Bonds is not required for such purpose, the Trustee shall, if requested by the City, pay the amount of such excess to the City free and clear of any trust, lien, security interest, pledge or assignment securing said Bonds or otherwise existing under this Trust Indenture. (e) Investment Obligations described in clause (xi) of subsection (b) of Section 1201 may be included in the Investment Obligations deposited with the Trustee in order to satisfy the requirements of clause (ii) of subsection (b) of Section 1201 only if the determination as to whether the moneys and Invest- ment Obligations to be deposited with the 'Trustee in order to satisfy the requirements of such clause (ii) would be sufficient to pay when due either on the maturity date thereof or, in the case of any Bonds to be redeemed prior to the maturity date thereof, on the redemption date or dates specified in any notice of redemption to be mailed by the Trustee or in the instructions to mail a notice of redemption provided to the Trustee in accor- dance with subsection (b) of Section 1201, the principal and redemption price, if applicable, and interest on the Bonds which will be deemed to have been paid as provided in subsection (b) of Section 1201 is made both (i) on the assumption that the Invest- ment Obligations described in clause (xi) were not redeemed at the option of the issuer prior to the maturity date thereof and (ii) on the assumptions that such Investment Obligations would be - 143 - 10258 f 0 I redeemed by the issuer thereof at its option on each date on which such option could be exercised, that as of such date or dates interest ceased to accrue on such Investment obligations and that the proceeds of such redemption would not be reinvested by the Trustee. (f) In the event that after compliance with the provisions of subsection (e) of Section 1201 the Investment Obligations described in clause (xi) of subsection (b) of Section 1201 are included in the Investment Obligations deposited with the Trustee in order to satisfy the requirements of clause (ii) of subsection (b) of Section 1201 and any such Investment Obligations are actually redeemed by the issuer thereof prior to their maturity date, then the Trustee at the direction of the City, provided that the aggregate of the moneys and Investment Obligations to be held by the Trustee, taking into account any changes in redemption dates or instructions to give notice of redemption given to the Trustee by the City in accordance with subsection (g) of Section 1201, shall at all times be sufficient to satisfy the requirements of clause (ii) of subsection (b) of Section 1201, shall reinvest the proceeds of such redemption in Invest- ment Obligations. (g) In the event that after compliance with the provisions of subsection (e) of Section 1201 the -Investment Obligations described in clause (xi) of subsection (b) of Section 1201 are included in the Investment Obligations deposited with the Trustee in order to satisfy the requirements of clause (ii) of subsection -(b) of Section 1201, then any notice of redemption to be published by the Trustee and any set of instructions relating to a notice of redemption given to the Trustee may provide, at the option of the City, that any redemption date or dates in respect of all or any portion of the Bonds to be redeemed on such date or dates may at the option of the City be changed to any other permissible redemption date or dates and that redemption dates may be established for any Bonds deemed to have been paid in accordance with this Section 1201 upon their maturity date or dates at any time prior to the actual mailing of any applicable notice of redemption in the event that all or any portion of any Investment Obligations described in clause (xi) of subsection (b) of the Section 1201 have been called for redemption pursuant to an irrevocable notice of redemption or have been redeemed by the issuer thereof prior to the maturity date thereof; no such change of redemption date or dates or establishment of redemption date or dates may be made unless taking into account such changed redemption date or dates or newly established redemption date or dates_ the moneys and Investment Obligations on deposit with the Trustee including any Investment Obligations deposited with the Trustee in connection with any reinvestment of redemption pro- ceeds in accordance with subsection (f) of Section 1201 pursuant - 144 1025 8 to clause (ii) of subsection (b) of Section 1201 would be suffi- cient to pay when due the principal and redemption price, if applicable, and interest on all Bonds deemed to have been paid in accordance with subsection (b) of Section 1201 which have not as yet been paid. (h) The City agrees that it will take no action in connection with any of the transactions referred to in this Sec- tion 1201 which will cause the Bonds to be "arbitrage bonds" within the meaning of the Code and the regulations thereunder in effect on the date of the transaction and applicable to the transaction. (i) Anything in this Trust Indenture to the contrary not- withstanding, any moneys held by a Fiduciary in trust for the payment and discharge of any of the Bonds which remain unclaimed for six years after the date when such Bonds have become due and payable, either at their stated maturity dates or by call for earlier redemption, if such moneys were held by the Fiduciary at such date, or for six years after the date of deposit of such moneys if deposited with the Fiduciary after the said date when such Bonds become due and payable, shall, at the written request of the City, be repaid by the Fiduciary to the City, as its abso- lute property and free from trust, and the Fiduciary shall there- upon be released and discharged with respect thereto and the Bondholders shall look only to the City for the payment of such Bonds. SECTION 1202. Survival of Certain Provisions. The provi- sions of this Trust Indenture which relate to the maturity of Bonds, interest payments and interest payment dates, optional and mandatory redemption provisions, Amortization Installments, exchange, transfer and registration of Bonds, replacement of mutilated, destroyed, lost or stolen Bonds, the safekeeping_ and cancellation of Bonds, non -presentment of Bonds and unclaimed moneys, required rebate of moneys to the United States of America, the holding of moneys in trust, indemnification of the Fiduciaries, and the duties of the City and the Fiduciaries in connection with all the foregoing, shall remain in effect and be binding notwithstanding the release and discharge of this Trust Indenture. The provisions of this Article XII shall survive the release, discharge and satisfaction of this Trust Indenture. ARTICLE Xitt. MISCELLANEOUS PROVISIONS. SECTION 1301. Successor of City. In the event the City for any reason shall be dissolved or its legal existence shall other- wise be terminated, all of the covenants, stipulations, obliga- tions and agreements contained in this Trust Indenture by or in behalf of or for the benefit of the City shall bind or inure to the benefit of the successor or successors of the City from time to time and any officer, board, commission, authority, agency or instrumentality to whom or to which any power or duty affecting such covenants, stipulations, obligations and agreements shall be transferred by or in accordance with law, and the word "City" as used in this Trust Indenture shall include such successor or successors. SECTION 1302. Notices. Any notice, demand, direction, request or other instrument authorized or required by this Trust Indenture to be given to or filed with the Trustee, the City, the Bond Insurer, the Hotel Developer, Centrust, the University or the Depositary shall be deemed to have been sufficiently given or filed for all purposes of this Trust Indenture if made given, furnished or filed in writing to or with the Trustee as follows, and if and when sent by United States registered mail, first- class postage prepaid, return receipt requested, to others ad- dressed as follows (unless changed as hereinafter provided): (a) to the Trustee, if addressed to Florida National Bank, 100 N.E. Third Avenue, Fort Lauderdale, Florida 33301, Attention: Corporate Trust Department; (b) to the City, if addressed to the City Manager, City Hall, 3500 Pan American Drive, P.O. Box 708, Miami, Florida 33133; (c) to the Bond Insurer, if addressed to municipal Bond Investors Assurance Corporation, c/o Municipal Issuers Service Company, 34 South Broadway, White Plains, New York 10601; (d) to the Hotel Developer, if addressed to the Miami Center Associates, Ltd., c/o Miami Center Associates, Inc., 1401 West Paces Perry Road, Atlanta, Georgia 30337; (e) to Centrust, if addressed to the President, [101 East Flagler Street], Miami, Florida 33131; and (f) to the University, if addressed to the Presi- dent, University of Miami, 1507 Levant Avenue, Coral Gables, Florida 33124. - 146 - Upon written notice to the respective parties mentioned above, any of the above or subsequent addresses may be changed, All documents received by the Trustee under the provisions of this Trust Indenture or photographic copies thereof, shall be retained in its possession until this Trust Indenture shall be released under the provisions of Section 1201, subject to all reasonable times to the inspection of the City, any Bondholder and the agents and representatives thereof. SECTION 1303. Substitute Publication. If, because of the temporary or permanent suspension of publication of any Newspaper or Financial Journal or for any other reason, the Trustee shall be unable to publish in a Newspaper or Financial Journal any notice required to be published by the provisions of this Trust Indenture, the Trustee shall give such notice in such other manner as in the judgment of the Trustee shall most effectively approximate such publication thereof, and the giving of such notice in such manner shall for all purposes of this Trust Inden- ture be deemed to be in compliance with the requirement for the publication thereof. SECTION 1304. Rights Under Trust Indenture. Except as herein otherwise expressly provided, nothing in this Trust Inden- ture, expressed or implied, is intended or shall be construed to confer upon any person, firm or corporation, other than the par- ties hereto and the owners of the Bonds issued under and secured by this Trust Indenture, any right, remedy or claim, legal or equitable, under or by reason of this Trust Indenture or any provision hereof, this Trust Indenture and all its provisions being intended to be and being for the sole and exclusive benefit of the parties hereto and the owners from time to time of the Bonds issued hereunder. SECTION 1305. Partial Invalidity. In case any one or more of the provisions of this Trust Indenture or of the Bonds issued hereunder shall for any reason be held to be illegal or invalid such illegality or invalidity shall not affect any other provi- sion of this Trust Indenture or of said Bonds, but this Trust Indenture and said Bonds and coupons shall be construed and enforced as if such illegal or invalid provisions had not been contained therein. In case any covenant, stipulation, obligation or agreement contained in the Bonds or in this Trust Indenture shall for any reason be held to be in violation of law, then such covenant, stipulation, obligation or agreement shall be deemed to be the covenant, stipulation, obligation or agreement of the City to the full extent permitted by law. - 147 - I 10258 SECTION 1306. Officers# Agents or Employees of City Not Liable. All covenants# stipulations# obligations and agreements of the City contained in this Trust Indenture shall be deemed to be covenants, stipulations, obligations and agreements of the City to the full extent permitted by the Constitution and laws of the State. No covenant# stipulation, obligation or agreement contained herein shall be deemed to be a covenant, stipulation, obligation or agreement of any present or future Commissioner of the City or other officer, agent or employee of the City in his individual capacity, and no officer of the City executing the Bonds shall be liable personally on the Bonds or be subject to any personal liability or accountability by reason of the issu- ance thereof. No Commissioner of the City and no other officer, agent or employee of the City shall incur any personal liability in acting or proceeding or in not acting or not proceeding in good faith reasonably and in accordance with the terms of this Trust Indenture. This Trust Indenture is executed with the intent that the laws of the State shall govern its construction. SECTION 1307. Expenses. All obligations, liabilities and expenses incurred by the City in carrying out this Trust Inden- ture shall be payable solely from funds provided under the authority of this Trust Indenture and no liability or obligation shall be incurred by the City beyond the extent to which money shall have been provided under this Trust Indenture. SECTION 1308. Amendment of Agreements. Any amendment of the Hotel Agreement, the TC Agreement and the University Agreement may be approved by the Trustee as assignee thereof provided such amendment is in conformity with Section 722 and the applicable provisions of the Hotel Agreement, the TC Agreement or the University Agreement, respectively, and provided further that the Trustee shall determine that the rights of the Bondholders shall not be prejudiced or impaired by such amendment. SECTION 1309. Counterparts. This Trust Indenture may be executed in multiple counterparts, each of which shall be regarded for all purposes as an original, and such counterparts shall constitute but one and the same instrument. SECTION 1310. Headings. Any heading preceding the text of the several articles and sections hereof and any table of con- tents or marginal notes appended to copies hereof shall be solely for convenience or reference and shall not constitute a part of this Trust Indenture and shall not affect the meaning, construc- tion or effect of this Trust Indenture. SECTION 1311. Moneys Held for Particular Bonds. The amounts held by any Fiduciary for the payment of the interest, principal or redemption price due on any date with respect to 11 e particular Bonds shall, on and after such date and pending such payment, be set aside on its books and held in trust by it for the owners of the Bonds entitled thereto. SECTION 1312. Preservation and Inspection of Documents. All documents received by any Fiduciary under the provisions of this Trust Indenture shall be retained in its possession and shall be subject at all reasonable times to the inspection of the City, any other Fiduciary, and any Bondholder and their agents and their representatives, any of whom may make copies thereof. - SECTION 1313. Holidays. 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 this Trust Indenture, shall be a legal holiday or a day on which banking institutions in the City in which is located the principal office of the Trustee or the Pay- ing Agent are authorized by law to remain closed, such payment may be made or act performed or right exercised on the next suc- ceeding day not a legal holiday or a day on which such banking institutions are authorized by law to remain closed, with the same force and effect as if done on the nominal date provided in this Trust Indenture, and no interest shall accrue for the period after such nominal date. IN WITNESS WHEREOF, The City of Miami, Florida has caused this Trust Indenture to be signed and delivered in its official name by its Mayor and its official seal to be hereunto affixed and to be attested by its City Clerk, and in evidence of its acceptance of this trust, Florida National Bank, as Trustee, has caused this Trust Indenture to be signed in its corporate name by its Senior Vice President and Trust Officer and its corporate seal to be impressed hereon and attested by its Vice President and Trust Officer, all as of the lst day of May, 1987. THE CITY OF MIAMI, FLORIDA By Mayor (OFFICIAL SEAL) Attest: City Clerk - 149 - 1a:�5�; APPROVED AS TO FORM AND CORRECTNESS By., Lucia A. Dougherty, City Attorney FLORIDA NATIONAL BANK, As Trustee By Vice President (CORPORATE SEAL) Attests Authorized Officer 150 - JLG25 ACXNOWUbGMtNT OF ExLCuTION ON HFHALF OF THE CITY STATE OF FLORIDA ) ) SS: COUNTY OF DADS ) 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 Xavier L. Suarez and Matty Hirai, to me known to be the persons described in and who executed the foregoing instrument as Mayor and City Clerk, respectively, of THE CITY OF MIAMI, FLORIDA, and severally acknowledged before me that they executed the same as such offi- cers in the name and on behalf of The City of Miami. Witness my hand and official seal in the county and state last aforesaid this day of 1987. Notary Public, My commission expires: State of Florida at Large [NOTARIAL SEAL] I 6 4 ACKNOWt,EDGMENT OF EXECUTION ON DERALF OF TDE CITY STATE OF FLORIDA ) ) SS: COUNTY OF DADE ) 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 and , to me known to be the persons described in and who executed the foregoing instrument as and , respectively, of Florida National Bank, and severally acknowledged before me that they executed the same as such officers in the name and on behalf of said banking institution. Witness my hand and corporate seal in the county and state last aforesaid this day of 1987. ■ My commission expires: Notary Public, State of Florida at Large [NOTARIAL SEAL] EXHIBIT A TO TRUST INDENTURE EXRI8IT A TAX REGULATORY COVENANTS RELATING TO CERTAIN RESTRICTIONS ON A98ITRAGE UNDER TgE INTERNAL REVENUE CODE The City hereby covenants to comply in all respects with the following covenants, provisions and procedures in order to ensure that the Series 1987 Bonds will comply, in all respects, with the applicable requirements of the Internal Revenue Code of 1986 (the "Code"), and any successor provisions thereto, with respect to certain restrictions on arbitrage. ARTICLE I Definitions Section 101. Terms not otherwise defined above or in Sec- tion 102 hereof shall have the meanings given to them in the Trust Indenture. Section 102. The following terms shall have the following meanings: Bond Counsel's Opinion shall mean an opinion signed by an attorney or firm of attorneys of nationally recognized standing in the field of law relating to municipal bonds selected by the City. Bond Year shall mean the one-year period beginning on the day after expiration of the preceding Bond Year. The first Bond Year shall begin on the date of issue of the Series 1987 Bonds and shall end one year later. The last Bond Year shall end on the date of retirement of the last Series 1987 Bond. Gross Proceeds shall mean: (a) net amounts received by the City from the sale of the Series 1987 Bonds after payment of expenses of issuing the Series 1987 Bonds; (b) amounts received at any time, such as interest or dividends, resulting from the investment of Gross Proceeds; (c) transferred proceeds of the Series 1987 Bonds under section 1.103-14(e)(2)(ii) of the Regulations; A-1 (d) amounts invested in a reasonably required reserve fund or otherwise pledged as security for payment of debt service on the Series 1987 Bonds by the City unless there is no reasonable assurance that such amounts will be available to pay principal or interest on the Series 1987 Bonds in the event the City encounters financial difficulties; (e) amounts the City reasonably expects to use to pay debt service on the Series 1987 Bonds; and (f) other amounts used to pay debt service on the Bonds. Amounts received from investing Gross Proceeds are Gross' Proceeds regardless of whether such amounts are commingled with any other revenues of the City. Whether an amount is Gross Pro- ceeds is determined without regard to whether the amount is held in any fund or account established under the Trust Indenture. Investment Property shall mean any security (i.e., a share of stock, or right to subscribe for or receive a share of stock, in a corporation), evidence of indebtedness (other than an evi- dence of indebtedness described in Section 103(a) of the Code or an investment that does not constitute investment property pursu- ant -to Internal Revenue Service Advance Notice 87-22 (Released February 24, 1987) or any successor regulation or proposed regu- lation), annuity contract or other investment type property. Issue Price shall mean the initial offering price to the public (not including bond houses and brokers, or similar persons or organizations acting in the capacity of underwriters or whole- salers) at which price a substantial amount of the Series 1987 Bonds were sold. Nonpurpose Investment shall mean any Investment Property acquired with Gross Proceeds, and which is not acquired to carry out the governmental purposes of the Series 1987 Bonds (e.g., evidences of indebtedness acquired with Gross Proceeds that are invested temporarily until needed for the governmental purpose of the Series 1987 Bonds, that are to be used in discharge a prior issue, or that are invested in a reasonably required reserve fund) Rebate Fund shall mean the Rebate Fund created and estab- lished pursuant to the Trust Indenture. Rebate Requirement shall mean at any time the cumulative sum of: A-2 ( a ) the excess of the aggregate amount earned from the date of issue of the Series 1987 Bonds on all Nonpurpose Invest- ments (other than Nonpurpose Investments held in the Rebate Fund) over the amount that would have been earned if the Yield on such Nonpurpose Investments had been equal to the field on the Series 1987 Bonds; plus (b) the aggregate amount earned on all amounts held in the Rebate Fund; less (c) the aggregate amount paid to the United States of America pursuant to Section 204(a) hereof. For purposes of calculating the Rebate Requirement: (d) the amount earned on a Nonpurpose Investment shall include all income realized under Federal income tax accounting principles with respect to such Nonpurpose Investment (e. original issue discount and premium based on the assumed purchase at fair market value shall be taken into account) and with respect to the reinvestment of investment receipts from the Non - purpose Investment (without regard to the transaction costs incurred in acquiring, carrying, selling or redeeming the Non - purpose Investment) including, for example, gain or loss realized on the disposition of the Nonpurpose Investment (without regard to whether such gains are taken into account under. section 453 of the Code) and original issue discount under section 1272 of the Code; (e) the amount earned on a Nonpurpose Investment shall include any unrealized gain or loss on the Nonpurpose Investment as of the date the Nonpurpose Investment ceases to be a Nonpur- pose Investment and as of the date of the retirement of the last Series 1987 Bond (based on the assumed purchase at fair market value and adjusted to take into account amounts received with respect to the Nonpurpose Investment and earned original issue discount or premium); and (f) Nonpurpose Investments (other than Nonpurpose Invest- ments acquired with amounts described in (a) or (c) under the definition of Gross Proceeds and earnings thereon) deposited in the Bond Service Account established under the Trust Indenture (to the extent of transfers for payment of debt service on the Series 1987 Bonds) or other bona fide debt service fund for the Series 1987 Bonds under section 1.103-13(b)(12) of the Regulations shall not be taken into account if the gross earnings on such funds for the Bond Year is less than $100,000. Regulations shall mean the regulations of the United States Department of the Treasury promulgated under the Internal Revenue Code of 1954, as amended, or the Code, including proposed and temporary regulations. Yield shall mean that yield which when used in computing the present worth, using semi-annual compounding on the basis of a 360-day year, of all payments of principal and interest to be paid on the Series 1987 Bonds or Nonpurpose Investments produces an amount equal to the purchase price. The purchase price of the Series 1987 Bonds shall be the Issue Price and the purchase price of a Nonpurpose Investment is its fair market value on the date it becomes a Nonpurpose Investment. For purposes of determining the Yield on the Series 1987 Bonds, the premium for bond insurance shall be treated as interest on the Series 1987 Bonds. ARTICLE II Rebate Fund Section 201. Within 30 days after the last day of each Bond Year, the City shall deposit in the Rebate Fund the amount, if any, by which the Rebate Requirement exceeds the aggregate amount on deposit in the Rebate Fund. In addition, the City shall transfer to the Rebate Fund any earnings on the amount described in the preceding sentence from the last day of the Bond Year until the date of transfer. If the aggregate amount on deposit in the Rebate Fund exceeds the Rebate Requirement, the City may withdraw such excess from the Rebate Fund. Section 202. For purposes of depositing amounts into or withdrawing amounts from the Rebate Fund, a Nonpurpose Investment shall be valued at its fair market value on the date it became a Nonpurpose Investment and the value of such Nonpurpose Investment at any time after such date shall be adjusted to take into account amounts received with respect to the Nonpurpose Invest- ment and earned original issue discount or premium with respect to the Nonpurpose Investment. Section 203. Notwithstanding Section 201, any income attri- butable to a Nonpurpose Investment held in the Rebate Fund shall be retained therein and credited to the Rebate Fund. Section 204. The City shall remit to the United States of America, out of amounts held in the Rebate Fund: (a) not later than 30 days after the end of the fifth Bond Year and every fifth Bond Year thereafter, an amount equal to at least 90% of the Rebate Requirement (determined as of the last day of such Bond Year) and A-4 10 258 1 El (b) not later than 60 days after the retirement of the last Series 1987 Bond, an amount equal to 1000 of the Rebate Requirement (determined as of the date of the retirement of the last Series 1987 Sond)i if the City does not have on deposit in the Rebate Fund suffi- cient amounts to make the payments required by this Section, the City shall pay from its general fund the amount of any such defi- ciency to the United States of America. Each payment required to be made pursuant to this subsection shall be filed with the Internal Revenue Service Center, Philadelphia, Pennsylvania 19255 on or before the date such payment is due, and shall be accomp- anied by a copy of the information return filed with respect to the Series 1987 Bonds and a statement summarizing the determination of the amount required to be paid to the United States of America under this Article. ARTICLE III Prohibited Payments Section 301. No Nonpurpose Investment shall be acquired for an amount in excess of its fair market value. No Nonpurpose Investment shall be sold or otherwise disposed of for an amount less than its fair market value. Section 302. For purposes of Section 301, whether a Nonpur- pose Investment for which there is an established market has been purchased or sold or disposed of for its fair market value shall be determined as follows: (a) The fair market value of a Nonpurpose Investment shall be the mean of the bid and offered prices on an established market where such Nonpurpose Investment is traded on the date a binding contract to acquire such Nonpurpose Investment is entered into, or, if there are no bid and offered prices on such date, on the first day preceding such _date for which there are bid and offered prices. Any market especially established to provide a Nonpurpose Investment to the City shall not be treated as an established market. The mean market price may be determined by reference to any appropriate publication, such as, for example, "Composite Closing Quotations for United States Government Secur- ities" published by the Federal Reserve Bank of New York. Where the price of a Nonpurpose Investment is quoted on an established market in terms of yield, the fair market value shall be the amount necessary to produce such yield using the method of com- puting the Yield on the Series 1987 Bonds. The fair market value of a Nonpurpose Investment may be established by the borrowing practices of the issuer of such Nonpurpose Investment, as for example, by determining the fair market value based on the inter- A- 5 ia:�5� est ordinarily paid by such issuer to persons other than govern- mental units with respect to securities or obligations of com- parable maturities. The fair market value of a time or demand deposit shall be determined under the preceding sentence by tak- ing into account the yield that would be paid by the obligor if the deposit were held as an interest bearing deposit for the expected period of the deposit. The fair market value of a cer- tificate of deposit issued by a commercial bank may be determined as the bona fide bid price quoted by a dealer who maintains an active secondary market in such certificates of deposit. (b) If a -Nonpurpose Investment is acquired or sold or disposed of in an arm's length transaction without regard to any amount paid to reduce the Yield on the Nonpurpose Investment, or any reduction in sale or disposition price to reduce the Rebate Requirement, the fair market value of the Ncnpurpose Investment shall be the amount paid for, or the amount realized upon the sale or disposition of, the Nonpurpose Investment. (c) If a United States Treasury obligation is acquired, directly from or sold or disposed of directly to the United States Treasury, such acquisition or sale or disposition shall be treated as establishing a market for the obligation and as establishing the fair market value of the obligation. Section 303. Any Nonpurpose Investment for which there is not an established market shall be considered acquired for an amount in excess of the fair market value of the Nonpurpose Investment except as follows: (a) A certificate of deposit issued by a commercial bank for which there is no active secondary market shall be con- sidered acquired or disposed of for an amount equal to the fair market value of the certificate of deposit if the certificate of deposit has a Yield as high or higher than (i) the Yield on com- parable obligations traded on an active secondary market, as certified by a dealer who maintains such a market, and (ii) the Yield on comparable obligations offered by the United States Treasury. The certification described in the preceding sentence must be executed by a dealer who maintains an active secondary market in comparable certificates of deposit and must be based on actual trades adjusted to reflect the size and term of that cer- tificate of deposit and the stability and reputation of the per- son issuing the certificate of deposit. (b) Investmentsacquired and disposed of under an investment contract shall be considered acquired and disposed of for an amount equal to their fair market value if: A-6 1.0258 AU (i) at least three bids on the investment contract from persons other than those with an interest in the Series 1987 Bonds (e_, ., underwriters) are received; Hi) a certification is provided by the person whose bid is accepted that, based on that person's reasonable ■ expectations on the date that the investment contract is entered into# obligations will not be purchased pursuant to such invest- ment contract at a price in excess of their fair market value or sold pursuant to the investment contract at a price less than fair market value; the Yield on the investment contract is at least equal to the Yield offered under the highest bid received from a noninter.ested party; and (iv) the Yield on the investment contract is at least equal to the Yield offered on similar obligations under similar investment contracts (e.g.$ the Yield on investment con- tracts entered into by issuers of qualified mortgage bonds). ARTICLE IV Calculations; Further Assurances Section 401. The City shall: (a) calculate the Rebate Requirement within 30 days after the close of each Bond Year and upon the retirement of the last Series 1987 Bond; (b) calculate the amount required to be paid to the United States of America not later. than 30 days before the amount is required to be paid; and (c) retain records of the calculations required under (a) and (b) above until six years after the retirement of the last Series 1987 Bond. Section 402. The City shall take all necessary and desir- able steps to comply with the requirements hereunder in order to ensure that interest on the Series 1987 Bonds is excluded from gross income for Federal income tax purposes under. the Code or any successor provisions thereto; provided, however, compliance with any such requirement shall not be required in the event the City receives a Bond Counsel's Opinion that either (i) compliance with such requirement is not required to maintain the exclusion from gross income of interest on the Series 1987 Bonds for Federal income tax purposes, or (ii) compliance with some other_ requirement in lieu of such requirement will meet the require - A-7 i Mentz of the Code, in which case compliance with the other requirement specified in the Bond Counsel's Opinion shall consti- tute compliance With such requirement. Section 403, if for any reason any requirement hereunder is not complied with, the City shall take all necessary and desir- able steps to correct such noncompliance within a reasonable period of time after such noncompliance is discovered or should have been discovered with the exercise of reasonable diligence. THE CITY or MIAMI, FLORIDA and — FLORIDA NATIONAL BANK, as Escrow Agent ESCROW DEPOSIT AGREEMENT DATED ► 1987 iQ;�S� OEM rm ESCROW 08POSIT AORtt NT THIS ESCROW DEPOSIT AGREEMENT (this "Agreement") made and entered into on , 1987, by and between THE CITY OF MIAMI, FLORIDA (the "City"), and FLORIDA NATIONAL BANK, Fort Lauderdale, Florida, as escrow agent (the "Escrow Agent") W I T N E S S E T Ht WHEREAS, the City has heretofore issued and there are now outstanding $60,000000 in aggregate principal amount of its Convention Center and parking Garage Revenue 'Bonds dated July 1, 1980 (the "1980 Bonds"), and the City is desirous of refunding all of the 1980 Bonds as more particularly described in Schedule A attached hereto (the "Prior Bonds"); and WHEREAS, in order to provide for the refunding of the Prior Bonds, the City has authorized to be issued its Special Revenue Refunding Bonds, Series 1987 (the "Series 1987 Bonds"), in the aggregate principal amount of $ ; and WHEREAS, a portion of the proceeds derived from the sale of the Series 1987 Bonds, will be applied to the purchase of Federal Securities (as such term is hereinafter defined), which principal amount of Federal Securities will mature and produce investment income and earnings at such times and in such amounts as will be sufficient, together with other moneys deposited in the trust created herein and held uninvested, to pay when due, whether at maturity or upon the redemption thereof, all of the principal of,� redemption premium, if any, and interest on the Prior Bonds; and WHEREAS, in order to provide for the proper and timely application of the moneys deposited in the trust created herein, the maturing principal amount of the Federal Securities purchased therewith, and investment income and earnings derived therefrom to the payment of the Prior Bonds, it is necessary for the City to enter into this Agreement with the Escrow Agent on behalf of the holders from time to time of the Prior Bonds; NOW, THEREFORE, the City, in consideration of the foregoing and the mutual covenants herein set forth and in order to secure the payment of the principal of, redemption premium, if any, and interest on all of the Prior Bonds according to their tenor and effect, does by these presents hereby grant, warrant, demise, release, convey, assign, transfer, alien, pledge, set over and confirm, unto the Escrow Agent, and to its successors in the 0 EBCROW DEPOSIT AGREEMENT THIS ESCROW DEPOSIT AGREEMENT (this "Agreement") made and entered into on 1987, by and between THE CITY OF MIAMI, FLORIDA (the "City"), and FLORIDA NATIONAL BANE, Fort Lauderdale, Florida, as escrow agent (the "Escrow Agent"): W I T N E S S E T H: WHEREAS, the City has heretofore issued and there are now outstanding $60,000,000 in aggregate principal amount of its Convention Center and Parking Garage Revenue Bonds dated July 1, 1980 (the "1980 Bonds"), and the City is desirous of refunding all of the 1980 Bonds as more particularly described in Schedule A attached hereto (the "Prior Bonds"); and WHEREAS, in order to provide for the refunding of the Prior Bonds, the City has authorized to be issued its Special Revenue Refunding Bonds, Series 1987 (the "Series 1987 Bonds"), in the aggregate principal amount of $ ; and WHEREAS, a portion of the proceeds derived from the sale of the Series 1987 Bonds, will be applied to the purchase of Federal Securities (as such term is hereinafter defined), which principal amount of Federal Securities will mature and produce investment income and earnings at such times and in such amounts as will be sufficient, together with other moneys deposited in the trust created herein and held uninvested, to pay when due, whether at maturity or upon the redemption thereof, all of the principal of,. redemption premium, if any, and interest on the Prior Bonds; and WHEREAS, in order to provide for the proper and timely application of the moneys deposited in the trust created herein, the maturing principal amount of the Federal Securities purchased therewith, and investment income and earnings derived therefrom to the payment of the Prior Bonds, it is necessary for the City to enter into this Agreement with the Escrow Agent on behalf of the holders from time to time of the Prior Bonds; NOW, THEREFORE, the City, in consideration of the foregoing and the mutual covenants herein set forth and in order to secure the payment of the principal of, redemption premium, if any, and interest on all of the Prior Bonds according to their tenor and effect, does by these presents hereby grant, warrant, demise, release, convey, assign, transfer, alien, pledge, set over and confirm, unto the Escrow Agent, and to its successors in the 10258. trust hereby created, and to it and its assigns forever, all and singular the property hereinafter described to wit: DIVISION I All right, title and interest of the City in and to (i) $ _ derived from the proceeds of its Bonds deposited with the Escrow Agent upon issuance and delivery of the Series 1987 Bonds and execution of and delivery of this Agreement, and (ii) $ derived from amounts on deposit in the bond service account established for the Prior Bonds (the "Prior Bond Service Account Moneys"). DIVISION II All right, title and interest of the City in and to all income derived from or accruing to the Federal Securities pur- chased from the moneys described in Division I hereof and more particularly described in Schedule B, attached hereto and made a part hereof. DIVISION III Any and all other property of every kind and nature from time to time hereafter, by delivery or by writing of any kind, conveyed, pledged, assigned or transferred as and for additional security hereunder for the benefit of the Prior Bonds by the City or by anyone in its behalf to the Escrow Agent, which is hereby authorized to receive the same at any time as additional security - hereunder. DIVISION IV All property which is by the express provisions of this Agreement required to be subject to the pledge hereof and any additional property that may, from time to time hereafter, by delivery or by writing of any kind, by the City or by anyone in its behalf, be subject to the pledge hereof and the Escrow Agent is hereby authorized to receive the same at any time as addi- tional security hereunder. TO HAVE AND TO HOLD, all and singular, the Trust Estate (as such term is hereinafter defined), including all additional prop- erty which by the terms hereof has or may become subject to the encumbrances of this Agreement, unto the Escrow Agent, and its successors and assigns, forever in trust, however, for the bene fit and security of the holders from time to time of the Prior Bonds; but if the prior Bonds shall be fully and promptly paid when due, Whether at maturity or upon the redemption thereof, in accordance with the terms thereof and hereof, then this Agreement shall be and become void and of no further force and effect; otherwise the same shall remain in full force and effect, and upon the trusts and subject to the covenants and conditions here- inafter set forth. ARTICLE I DEFINITIONS Section 1.01. Definitions. In addition to words and terms elsewhere defined in this Agreement, the following words and terms as used in this Agreement shall have the following mean- ings, unless some other meaning is plainly intended. "Federal Securities" shall mean direct obligations of, or obligations the principal of and interest on which are uncondi- tionally guaranteed by, the United States of America, none of which permit redemption prior to maturity at the option of the obligor. "Trust Estate", "trust estate" or "pledged property" shall mean the property, rights and interest of the City which are sub- ject to the lien of this Agreement. Words of the masculine gender shall be deemed and construed to include correlative words of the feminine and neuter gen- ders. Words importing the singular number shall include the plural number and vice versa unless the context shall otherwise indicate. The word "person" shall include corporations, associa- tions, natural persons and public bodies unless the context shall otherwise indicate. Reference to a person other than a natural person shall include its successors. Lj ART1CI,E I1 E5TA btSE#MENT of FUNbS; FLOW of MDS Section 2.01. Creation of Escrow. Deposit Trust Fund. There is hereby created and established with the Escrow Agent a special and irrevocable trust fund designated the Escrow Deposit Trust Fund (the "Escrow Deposit Trust Fund"), to be held in the custody of the Escrow Agent and accounted for separate and apart from other funds of the City or of the Escrow Agent. Concurrently with the execution of this Agreement, the City herewith deposits or causes to be deposited with the Escrow Agent and the Escrow Agent acknowledges receipt of immediately avail- able moneys (i) in the amount of $ from the proceeds of the sale of the Series 1987 Bonds and (ii) in the amount of $ , constituting the Prior Bond Service Account Moneys, all to be deposited in the Escrow Deposit Trust Fund as hereinafter provided. Section 2.02. Deposit of Moneys and Payment of Prior Bonds. A portion of the proceeds of the sale of the Series 1987 Bonds received by the Escrow Agent in the amount of $ and the Prior Bond Service Account Moneys will all be deposited in the Escrow Deposit Trust Fund. A portion of said amounts deposited equal to $ shall be applied to the purchase of the Federal Securities listed in Schedule B (the "Escrow Securities"). The balance of said amounts deposited in the Escrow Deposit Trust Fund, $ , shall be held as cash. The Escrow Securities will mature in principal amounts and earn income at such times, all as described in Schedule C, so as to provide moneys which, together with the amounts deposited in the Escrow Deposit Trust Fund held as cash, will be sufficient to pay all of the principal of, redemption premium, if any, and interest on the Prior Bonds when due and payable, whether at maturity or upon the earlier redemption thereof in accordance with the schedule of payments described in Schedule D attached hereto. Notwithstanding the foregoing, if the amounts deposited in the Escrow Deposit Trust Fund are insufficient to make said payments of principal, redemption premiums, if any, and interest, the City shall deposit into the Escrow Deposit Trust Fund the amount of any deficiency immediately upon notice from the Escrow Agent. Section 2.03. Irrevocable Trust Created. The deposit of moneys, the Escrow Securities or other Federal Securities or other permitted investments hereunder in the Escrow Deposit Trust Fund shall constitute an irrevocable deposit of said moneys and Federal Securities for the benefit of the holders of the Prior _ 4 ia:�5� 0 a Ponds, except as provided herein, The Escrow Deposit Trust Fund created and established pursuant to this Agreement shall be and constitute a trust fund for the purposes provided in this Agreement and shall be kept separate and distinct froth all other funds of the City and the Escrow Agent and used only for the purposes and in the manner provided in this Agreement. The holders of the Prior Bonds shall have an express lien on all moneys and principal of and earnings on the Escrow Securities or other Federal Securities or other permitted investments hereunder described in the Escrow Deposit Trust Fund until applied in accordance with this Agreement. The moneys deposited in the Escrow Deposit Trust Fund and the matured principal of the Escrow Securities or other Federal Securities or other permitted investments hereunder and the interest thereon shall be held in trust by the Escrow Agent, and shall be transferred in the neces- sary amounts as hereinafter set forth, to the paying agents for the Prior Bonds, for the payment of the principal of, redemption premium, if any, and interest on the Prior Bonds as the same become due and payable, whether at maturity or upon the redemp- tion thereof, as more specifically set forth in Schedule D here- of. Section 2.04. Purchase of Federal Securities. The Escrow Agent is hereby directed to immediately purchase the Escrow Securities listed in Schedule B. The Escrow Agent shall purchase the Escrow Securities solely from the moneys deposited in the Escrow Deposit Trust Fund. The Escrow Agent shall apply the moneys deposited in the Escrow Deposit Trust Fund and the Escrow Securities or other Federal Securities purchased therewith, together with all income or earnings thereon, in accordance with the provisions hereof. The Escrow Agent shall have no power or duty to invest any moneys held hereunder or to make substitutions of the Federal Securities held hereunder or to sell, transfer or otherwise dispose of the Federal Securities held hereunder except as provided in this Agreement If so directed by the City on the date hereof, the Escrow Agent shall accept in substitution for any of the Escrow Securities, Federal Securities in an equal or greater principal amount of an earlier maturity which are not subject to redemption prior to maturity (the "Substituted Securities") and the principal of and the interest on which, together with the principal of and interest on the Escrow Securities for which no substitution is made and moneys held uninvested by the Escrow Agent, will meet the requirements of payment of all principal of, redemption premium, and interest on, the Prior Bonds as provided herein. If further directed by the City, the Escrow Agent shall exchange any or all of the Substituted Securities for a corresponding amount of Escrow Securities for which such Substituted Securities were substituted on any date prior to the - 5 - ia;�s� a maturity date of the Substituted Securities to be exchanged; provided that no such exchange shall be made if payments of principal of and interest on such Substituted Securities or Escrow Securities to be exchanged for the Substituted Securities have been Made on or prior to the date of such exchange. The substitution of Substituted Securities for .Escrow Securities may be effected only if there shall have been obtained: (1) an independent verification by a nationally recog- nized independent certified public accounting firm acceptable to the City and the Escrow Agent concerning the adequacy of the Substituted Securities with respect to the principal thereof and the interest thereon and any other moneys or securities held for such purpose to meet the principal of and interest when due on the Prior Bonds as contemplated by the schedules hereto; and (2) an opinion from nationally recognized bond counsel to the effect that the disposition and substitution or purchase of such securities will not, under the statutes, rules and regulations then in force and applicable to the Series 1987 Bonds and the Prior Bonds, affect adversely the exclusion of interest on the Series 1987 Bonds and the Prior Bonds from gross income for Federal income tax purposes. Section 2.05. Transfers from Escrow Deposit Trust Fund. As the principal of the Escrow Securities described in Schedule B shall mature and be paid, and the investment income and earnings thereon are paid, the Escrow Agent shall, no later than each interest or principal payment or redemption date for the Prior Bonds, as specified in Schedule D hereof, transfer from the Escrow Deposit Trust Fund to the paying agents for the Prior Bonds amounts sufficient to pay the principal of, redemption premium, if any, and interest on the Prior Bonds coming due, as specified in Schedule D hereof. At least 30 days prior to the redemption of any Prior Bonds, the Escrow Agent shall cause to be published notice of redemption in the form attached hereto as Schedule F one time in a daily newspaper of general circulation published in the City and in a daily newspaper or financial journal of general circulation in the Borough of Manhattan, County and State of New York, file said notice with the paying agents for the Prior Bonds and mail, first class postage prepaid, such notice to all registered owners of Prior Bonds to be redeemed at their addresses as they appear on the registration books maintained by the bond registrar, such notice being in accordance with the requirements of the trust indenture pursuant to which the Prior Bonds were issued. Section 2.06. Investment of Certain Moneys Remaining in Escrow Deposit Trust Fund. The Escrow Agent shall invest and reinvest, at the direction of the City, in Federal Securities, any moneys remaining from time to time in the Escrow Deposit - 6 - 10258 0 A# Trust Fund until such time that they are needed, Such moneys shall be reinvested in Federal Securities maturing no later than the date on which the proceeds of such reinvestment are required to pay the principal of or interest on the Prior Bonds, or for such shorter periods or at such interest rates as the Escrow Agent shall be directed to invest by the City, which periods or interest rates shall be forth in an opinion from a nationally recognised law firm on the subject of municipal bonds to the City, which opinion shall also be to the effect that such rein- vestment of such moneys will not, under the statutes, rules and regulations then in force and applicable to the Prior Bonds and the Series 1587 Bonds, affect adversely the exclusion of interest on such Prior Bonds or the Series 1987 Bonds from gross income for federal income tax purposes and that such investment is not inconsistent with the statutes and regulations applicable to the Prior Bonds and the Series 1987 Bonds or the terms of the ordinances and resolutions pursuant to which the Prior Bonds were issued. Notwithstanding the foregoing, the Escrow Agent may reinvest any such amounts in Federal Securities at a yield not exceeding the yield on the Series 1987 Bonds, provided that the aggregate amount earned from all such reinvestments does not exceed $ Any interest income resulting from the rein- vestment of moneys pursuant to this Section 2.06 and not needed for the payment of the Prior Bonds shall be transferred to the City and applied in accordance with Section 2.07 hereof. Section 2.07. Transfer of Funds After All Payments Required by this Agreement are Made. After all of the transfers by the Escrow Agent to the paying agents for payment of the principal of, redemption premium, if any, and interest on the Prior Bonds have been made, all remaining moneys and securities, together with any income and interest thereon, in the Escrow Deposit Trust Fund shall be transferred to the City by the Escrow Agent and shall be applied by the City to the payment of principal of or interest on any Series 1987 Bonds then outstanding; provided, however, that no such transfer (except transfers made in accordance with Section 2.06 or 4.01 hereof) to the City shall be made until all of the principal of, redemption premium, if any, and interest on the Prior Bonds have been paid. - 7 i a9.5 JR ARTICU ill CONCMING THE TRUSTEE Section 0,01. Appointment of Escrow Agent: The City hereby appoints , , , as Escrow Agent under this Agreement and by execution of this Agreement, the Escrow Agent accepts the duties and obligations as Escrow Agent here- under, The Escrow Agent further represents that it has all requisite power, and has taken all corporate actions necessary, to execute and perform its duties hereunder. Section 1.02. Liability of Escrow Agent. The Escrow Agent shall not be liable for the accuracy of the calculations as to the sufficiency of moneys and of the principal amount of the securities and the earnings thereon to pay the Prior Bonds. So long as the Escrow Agent applies any moneys, securities and the interest earnings therefrom to pay the Prior Bonds as provided herein, and complies fully with the terms of this Agreement, the Escrow Agent shall not be liable for any deficiencies in the amounts necessary to pay the Prior Bonds caused by such calcula- tions. The Escrow Agent shall have no lien, security interest or right of set-off whatsoever upon any of the moneys or investments in the Escrow Deposit Trust Fund for the payment of fees and expenses for services rendered by the Escrow Agent under this Agreement. 1 Section 3.03. Permitted Acts. The Escrow Agent and its affiliates may become the owner of or may deal in the Prior Bonds as fully and with the same rights as if it were not the Escrow Agent. Section 3.04. Successor Escrow Agent. The Escrow Agent, at the time acting hereunder, may at any time resign and be dis- charged from the trusts hereby created by giving not less than sixty (60) days written notice to the City and publishing notice thereof, specifying the date when such resignation will take effect in The Bond Buyer and a newspaper printed in the English language and of general circulation in the City, such publica- tions to be made at least once a week for three consecutive calendar weeks prior to the date when the resignation is to take effect, but no such resignation shall take effect unless a suc- cessor Escrow Agent shall have been appointed by the City as hereinafter provided and such successor Escrow Agent shall have accepted such appointment, in which event such resignation shall take effect immediately upon the appointment and acceptance of a successor Escrow Agent.- - 8 - 1025 4 In the event the Escrow Agent hereunder shall resign or be removed, or be dissolved, or shall be in the course of dissolu- tion, or liquidation, or otherwise become incapable of acting hereunder, or in case the Escrow Agent shall be taken under the control of any public officer or officers, or of a receiver appointed by a court, a successor may be appointed by the holders of a majority in principal amount of the Prior Bonds then out- standing by an instrument or concurrent instruments in writing, signed by such holders, or by their attorneys in fact, duly authorized in writing; provided, nevertheless, that in any such event, the City shall appoint a temporary Escrow Agent to fill such vacancy until a successor Escrow Agent shall be appointed by the holders of a majority in principal amount of the Prior Bonds then outstanding in the manner above provided, and any such tem- porary Escrow Agent so appointed by the City shall immediately and without further act be superseded by the Escrow Agent so appointed by such holders. The City shall publish notice of any such appointment made by it at the times and in the manner described in the first paragraph of this Section. In the event that no appointment of a successor Escrow Agent or a temporary successor Escrow Agent shall have been made by such holders or the City pursuant to the foregoing provisions of this Section within sixty (60) days after written notice of resignation of the Escrow Agent has been given to the City, the holder of any of the Prior Bonds or any retiring Escrow Agent may apply to any court of competent jurisdiction for the appointment of a successor Escrow Agent and such court may thereupon, after such notice, if any, as it shall deem proper, appoint such suc- cessor Escrow Agent. No successor Escrow Agent shall be appointed unless such successor Escrow Agent shall be a corporation with trust powers organized under the banking laws of the United States or any state, and shall have at the time of appointment capital and surplus of not less than $100,000,000 or is a member of a bank group or bank holding company with aggregate capital and surplus of not less than $100,000,000. Every successor Escrow Agent appointed hereunder shall exe- cute, acknowledge and deliver to its predecessor and to the City, an instrument in writing accepting such appointment hereunder and thereupon such successor Escrow Agent, without any further act, deed or conveyance, shall become fully vested with all the rights, immunities, powers, trusts, duties and obligations of its predecessor; but such predecessor shall, nevertheless, on the written request of such successor Escrow Agent or the City, exe- cute and deliver an instrument transferring to such successor Escrow Agent all the estates, properties, rights, powers and trusts of such predecessor hereunder; and every predecessor - 9 - Escrow Agent shall deliver all securities and moneys held by it to its successor; provided, however, that before any such deli- very is required to be made, all fees, advances and expenses of the retiring or removed Escrow Agent shall be paid in full.. Should any transfer, assignment or instrument in writing frog the City be required by any successor Escrow Agent for more fully and certainly vesting in such successor Escrow Agent the estates, rights, powers and duties hereby vested or intended to be vested in the predecessor Escrow Agent, any such transfer, assignment and instruments in writing shall, on request, be executed, ack- nowledged and delivered by the City. Any corporation into which the Escrow Agent, or any suc- cessor to it in the trusts created by this Agreement, may be merged or converted or with which it or any successor to it may be consolidated, or any corporation resulting from any merger, conversion, consolidation or reorganization to which the Escrow Agent or any successor to it shall be a party shall, if approved in writing by the City (which approval shall not be unreasonably withheld), be the successor Escrow Agent under this Agreement without the execution or filing of any paper or any other act on the part of any of the parties hereto, anything herein to the contrary notwithstanding. ■ Section 3.05. Indemnification of Escrow Agent. To the extent permitted by law, the City hereby agrees to indemnify the Escrow Agent and hold it harmless from any and all claims, liabilities, losses, actions, suits or proceedings at law or in equity, or any other expense, fee, or charges of any character or nature, which it may incur or with which it may be threatened by reason of its acting as Escrow Agent under this Agreement, except in the case of the Escrow Agent's own negligence or willful mis- conduct; and in connection therewith, to indemnify the Escrow Agent against any and all expenses, including attorney's fees and the cost of defending any action, suit or proceeding or resisting any claim, including appellate proceedings. Section 3.06. Payment to Escrow Agent. The Escrow Agent d shall be entitled to payment anor reimbursement for reasonable fees and for its services rendered hereunder and all advances, counsel fees, and other expenses reasonably and necessarily made or incurred by the Escrow Agent in connection with such services. - 10 - 10258 .r.. ,�,.. : , 011 0 a ARTICLE IV MISCELLANEOUS Section 4.01. Amendments to this Agreement, This Agreement is made for the benefit of the City and the holders from time to time of the outstanding Prior Bonds and it shall not be repealed, revoked, altered 'or amended without the written consent of all such holders, the Escrow Agent and the City; provided, however, that the City and the Escrow Agent may, without the consent of, or notice to, such holders, enter into such agreements supple- mental to this Agreement as shall not adversely affect the rights of such holders and shall not be inconsistent with the terms and provisions of this Escrow Deposit Agreement, for any one or more of the following purposes: (a) to cure any ambiguity or formal defect or omis- sion in the Escrow Deposit Agreement; and (b) to grant to or confer upon the Escrow Agent for the benefit of the holders of the Prior Bonds any additional rights, remedies, powers or authority that may lawfully be granted to or conferred upon the Escrow Agent. The Escrow Agent shall be entitled to rely exclusively upon an unqualified opinion of nationally recognized attorneys on the subject of municipal bonds with respect to compliance with this Section. Notwithstanding the foregoing or any other provision of this Agreement, at the request of the City and upon compliance with the conditions hereinafter stated, the Escrow Agent shall have the power to and shall, in simultaneous transactions, sell, transfer, otherwise dispose of or request the redemption of the Federal Securities and other securities held hereunder and to substitute therefor other Federal Securities and other securi- ties, subject to the conditions that such moneys or securities held by the Escrow Agent shall be sufficient to make the payments on the outstanding Prior Bonds in the amounts and at the times required under this Agreement, including, in particular, Schedule D of this Agreement. The City hereby covenants and agrees that it will not request the Escrow Agent to exercise any of the powers described in the preceding sentence in any manner which will, under the statutes, rules and regulations then in force and applicable to the Series 1987 Bonds and the Prior Bonds, affect adversely the exclusion of interest on the Series 1987 Bonds or the Prior Bonds from gross income for Federal income tax purposes. The Escrow Agent shall purchase such substituted securities with the proceeds derived from the maturity, sale, transfer, disposition or redemption of the Federal Securities and ia:�s� other securities held hereunder or from other moneys available. The transactions may be effected only if there shall have been obtained at the expense of the City. (1) an independent v6tiy fication by a nationally recognized independent certified public accounting firm acceptable to the Escrow Agent concerning the adequacy of such substituted securities with respect to the prin- cipal of and the interest on the outstanding Prior Bonds and any other moneys or securities held for such purpose to make the payments on the outstanding Prior Bonds in the amounts and at the times required under this Agreement, including, in particular, Schedule b of this Agreement; and (2) an opinion from a nation- ally recognized law firm on the subject of municipal bonds to the City to the effect that the disposition and substitution or pur- chase of such securities will not, under the statutes, rules and regulations then in force and applicable to the Series 1987 Bonds and the prior Bonds, affect adversely the exclusion of interest on such Bonds and the Prior Bonds from gross income for Federal income tax purposes and that such disposition and substitution or purchase is not inconsistent with the statutes and regulations applicable to the Series 1987 Bonds and the Prior Bonds or the terms of the ordinances and resolutions pursuant to which the Prior Bonds or the Series 1987 Bonds were issued. Any surplus moneys resulting from the sale, transfer, other disposition or redemption of the Federal Securities or other securities held hereunder and the substitutions therefor of other Federal Securities or other securities, shall be released from the Trust Estate and shall be transferred to the City and applied in accordance with Section 2.07 hereof. Section 4.02. Notice of Defeasance. The Escrow Agent shall, as soon hereafter as practicable, but in any event within thirty (30) days after the delivery of the Series 1987 Bonds, cause a copy of the notice attached hereto as Schedule E to be published one time in a newspaper of general circulation pub- lished in she City and in a daily newspaper or financial journal published in the Borough of Manhattan, County and State of New York and to be mailed to the holders of the Prior Bonds at their addresses as they appear on the registration books maintained by the bond registrar. Section 4.03. Severability. If any one or more of the covenants or agreements provided in this Agreement on the part of the City or the Escrow Agent to be performed should be determined by a court of competent jurisdiction to be contrary to law, such covenant or agreement shall be deemed and construed to be severed from the remaining covenants and agreements herein contained and shall in no way affect the validity of the remaining provisions of this Agreement. - 12 10 258 Section 4.04, Agreement Binding. All the covenants# prop- miles and agreements in this Agreement contained by Dr on behalf of the City or by or on behalf of the Escrow Agent shall bind and inure to the benefit of their respective successors and assigns, whether so expressed or not. Section 4.05 Termination. This Agreement shall terminate when all transfers and payments required to be made by the Escrow Agent under the provisions hereof shall have been made. Section 4.06, Execution by Counterparts. This Agreement may be executed in several counterparts, all or any of which shall be regarded for all purposes as one original and shall constitute and be but one and thesameinstrument. Section 4,07. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida. IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed by its duly authorized officers and its corporate seal to be hereunto affixed and attested as of the date first above written. THE CITY OF MIAMI, FLORIDA (SEAL) By City Manager Attest: Clerk APPROVED AS TO FORM AND CORRECTNESS: Lucia A. Dougherty City Attorney 'LOR I bA NATIONAL escrow Agent By Vice President 5TATt OF S5. COUNTY of ) On the day of in the year 1987, before me person- ally cage and to me known, who, being by me duly sworn, did depose and say that they are the _ and , respectively of The City of Miami, Florida; that they know the seal thereof; that the seal affixed to said instrument is the seal of The City of Miami, Florida; that it was so affixed by order of the Commission of the City of Miami, Florida; and that they signed their names thereto by like order. My Commission Expires: NOTARY PUBLIC, STATE OF (SEAL) ■ STATE OF ) ss: COUNTY or ) On the day of in the year 1987, before me person- ally cattle and , to file known, who, being by the duly sworn, did depose and say that they are a and , respectively of F'lor da National Bank, the national banking association described in and which executed the above instrument, that they know the seal of said corporation; that the seal affixed to said instrument is the corporate seal of said corporation; that it was so affixed by order of the Board of Directors of said corpora- tion.. and that they signed their names thereto by like order. My Commission Expires: NOTARY PUBLIC, STATE OF (SEAL) SCbMLE A The City of Mimi, FlotidA Priot nonds Matutity bate Ptinial Couport SCHEDULE a Investment of setie5 1987 Ilon8 ptoceeda and Print Bend Service Ace uht MOfitYA in Federal Securities SCREDUtE C p leflts of piinoipel and Interest Received froftn Escrows gecurities Date maturing Rrineipa1 interest Total Revenue Schedule of Debt Service on the Prior bonds to be Paid Prom the Escrow beposit Trust Fund Principal (Amotti2ation Inatailme>nt§ r Redemptions and bate Maturity).__ Interest Total SCHEDULt Forty of Notice of befeasance The City of Miami, Florida Convention Center and Parking rjarage Revenue Bonds Dated July 1, 1980 NONCE IS HEREBY GIVEN that for the payment of the interest on and the principal and redemption price of the bonds indicated maturing January 1, 2015, there have been deposited in escrow with , as Escrow Agent, $ refunding bond proceeds and other funds which have been invested in obligations consisting of securities which are direct obligations of the United States of America. The scheduled principal payments to be received from such obligations, together with interest income therefrom have been calculated to be adequate to pay the interest on and the prin- cipal and redemption price of the bonds indicated above to be paid as, such become due until January 1, 1990 and to redeem such bonds on said January 1, 1990. DATED this _ day of , 1987. THE CITY OF MIAMI, FLORIDA Form of Notice of Redemption The City of Miami# Florida COhVet'ttioft Center and Parking Garage Revenue Bonds Dated duly 1, 1980 NOTICE IS HEREBY GIVEN that pursuant to the provisions of the Trust Indenture dated as of July 1, 1980 between The City of Miami, Florida and Florida National Bank, as Trustee, under which the captioned bonds (the "Bonds") were issued, all of the out- standing Bonds maturing on have been called for redemption prior to maturity on (the "Redemption Date"), at a redemption price equal to % of the par value' of the Bonds to be redeemed, plus accrued —interest to the Redemp- tion Date. Payment of the redemption price will be made on or after the Redemption Date, upon presentation and surrender of the Bonds to be redeemed, together with all or pertinent coupons maturing on or after the redemption date, at the principal corporate trust office of Florida National Bank. Interest on the Bonds hereby called for redemption will cease to accrue on and after the Redemption Date. Dated: THE CITY OF MIAMI, FLORIDA By: FLORIDA NATIONAL BANK Trustee i'reli.,miniry Official St itement i`,i;oF t `",.3v 1? 7 NEW ISSUE Credit Ratings: !Mood 's: Standard & Poor's: (M BIA Corp. Insured) (See "Credit Ratings" herein) In the opinion of Bond Counsel, assuming continuing compliance with certain tax covenants, interest on the Series 1987 Bends is excluded from gross income for fed- eral income tax purposes under existing statutes, regulations, rulings and court decisions. However, see "Tax Exemption" for a description of the alternative mini- mum tax on corporations and certain other federal tax consequences of ownership of the Series 1987 Bonds. Bond Counsel is further of the opinion that the Series 1987 Bonds and the interest thereon are exempt from taxation under the laws of the State of Florida, except as to estate taxes and taxes imposed by Chapter 220, Florida Statutes, on interest, income or profits on debt obligations owned by cor- porations as defined therein. THE CITY OF MIAMI, FLORIDA SPECIAL REVENUE REFUNDING BONDS SERIES 1987 Dated: Due: January 1, as shown below _ Current Interest Bonds: 1, 1987 Capital Appreciation Bonds: Date of Delivery The City of Miami, Florida Special Revenue Refunding Bonds, Series 1907 (the "Series 1987 Bonds"), are being issued by the City of Miami, Florida (the "City") in the form of fully registered bonds in denominations of $5,000 or integral multiples thereof in the case of Series 1987 Bonds which pay interest semiannually (the "Current Interest Bonds"), and in the denomination of S per S3,000 Accreted Value payable at maturity, or any integral multiple thereof in the case of Series 1987 Bonds which do not pay interest until maturity (the "Capital Appreciation Bonds"). Interest on the Current Interest Bonds will be payable semiannually on January 1 and July 1 of each year, commencing January 1, 1988, to the registered owners of the Series 1987 Bonds shown on the registration books of the City held by the Bond Registrar on the fifteenth day (whether or not a business day) of the calendar month next preceding an interest payment date, by check or draft mailed by first class mail to such registered owners (and by wire transfer to registered owners of more than $1,000,000 in aggregate principal amount of Series 1987 Bonds requesting the same) by , as Paying Agent (the "Paying Agent"). The principal of and redemption premium, if any, on the Series 1987 Bonds and accumulated interest on the Capital Appreciation Bonds will be payable upon pre- sentation and surrender of the Series 1987 Bonds at the principal corporate trust office of the Paying Agent in , Florida. The Series 1987 Bonds are subject to optional redemption and scheduled man- datory redemption as provided herein. The Series 1987 Bonds are being issued pursuant to the terms of a Trust Indenture dated as of , 1987, between the City and Florida National Bank, Fort Lauderdale, Florida, as Trustee, to advance refund all of the Ci-y's 10258 $60,000,000 Convention Center and PArking 4;e enue Bands, ,fated July 1, i` 60; and to p,ly Gists 0% l.ssuailce t) f the S•'r l'JS ;Sao Tian of 6 herein.) The Series 1987 Bonds are special limited obligations of the City payable exclusively from the sinking fund provided therefor to be funded from Net Revenues of the Convention Center -Garage; hereinafter identified and further described, the Pledged Portion of public Service Tax Revenues, hereinafter identi- fied and further described and certain other moneys, as herein further described. The Pledged Portion of Public Service Tax Revenues is subject to the lied thereon of the holders of the City's Utilities Service Tax Bonds, as that term is hereinafter defined. Neither the full faith and credit nor the taxing power of the City to levy ad valorem real or tangible personal property taxes is pledged to the payment of the Series 1987 Bonds. Payment, when scheduled, of the principal of, and interest on, the Series 1987 Bonds will be insured by a municipal bond insurance policy issued by MUNICIPAL BOND INVESTORS ASSURANCE CORPORATION simultaneously With t"1 delivery of the Series 11.987 Bonds. (See Insurance on the Series 1987 B n.;s" herein.) Maturity Amount $ Current Interest Serial Bonds Interest Interest Rate Price Maturity Amount Rate Price $ % Current Interest Term Bonds due January 1, __ @ $ Capital Appreciation Term Bonds due January 1, 20_ ($ original principal amount per $5,000 value at maturity; Yield %) (Accrued interest to be added) The Series 1987 Bonds are offered when, as and if issued and received b,, the Underwriters, subject to prior sale, withdrawal or modification of the ofer 1a:�58 It I THE CITY OF MIAMI, FLORIDA MEMBERS OF BOARD OF CITY COMMISSIONERS \A%'IER L. SUARE ., `!AY,")R JOE CAROLLO ROSARIO A. RENNEDI' `TILLER J. (,:1WKIN'S J. L. CITY OFFICIALS City `tanager . . . . . . . . Ci*y Attorney . . . . . . . Director of Finance . . . . CLty Clerk . . . . . . . . . . . . . . . . . . . . . . . . . LGCIA A. LD"UGhER:Y %ARL,CS E . GARC!A . . . . . . . . . . . `1Aiii1' ...n:\: Bond Counsel GREENBERG, TRAURIG, ASKEW, HOFFMAN, LIPOFF, ROSEN & QGENTEL, P.A. `lidmi, Florida Financial Advisor JAMES J. LOWREY & CO. INCORPORATED New York, New York Independent Certified Public Accountants COOPERS & LYBRAtiD Miami, Florida 10258 NO DEALER, BROKER, SALESMAN OR OTHER PERSON HAS BEEN AUTHORIZED BY THE CITY OR ANY UNDERWRITER TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS, OTHER THAN THOSE CONTAINED IN THIS OFFICIAL STATEMENT, AND IF GIVEN OR MADE, SUCH OTHER INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY ANY OF THE FOREGOING. THIS OFFICIAL. STATEMENT DOES NOT CONSTI- TUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY, NOR _ SHALL THERE BE ANY SALE OF THE SERIES 1987 BONDS BY ANY PERSON IN ANY JURISDICTION IN WHICH IT IS UNLAWFUL FOR SUCH PERSON TO MAKE SUCH OFFER, SOLICITATION, OR SALE, THE INFORMATION SET FORTH HEREIN HAS BEEN OBTAINED FROM THE CITY OF MIAMI, FLORIDA, AND OTHER SOURCES WHICH ARE BELIEVED TO BE RELIABLE. THE DELIVERY OF THIS OF- FICIAL STATEMENT AT ANY TIME DOES NOT IMPLY THAT ANY INFORMATION HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE. THE SERIES 1987 BONDS HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 NOR HAS THE TRUST INDENTURE FOR THE SERIES 1987 BONDS BEEN QUALIFIED UNDER THE TRUST INDENTURE ACT OF 1939. THE SERIES 1987 BONDS ARE OFFERED PURSUANT TO AN EXEMPTION FROM REGIS- TRATION WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION. IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY ENTER INTO OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE SERIES 1987 BONDS OFFERED HEREBY AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME. TABLE OF CONTENTS Pagoe Introductory Statement . . . . . . . . . . . . . . . . . . . . . . . Purpose . . . . . . . . . . Plan of Refunding _ Estimated Sources and Uses of Funds . . . . . . . . . . . . . . . . . . . Debt Service on the Series 1987 Bonds . . . . . . . . . . . . . . . Description of the Series 1987 Bonds . . . . . . . . . . . . General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . _ Interest Payment Dates . . . . . . . . . . . . . . . . . . Redemption Provisions . . . . . . . . . . . . . . . . . . . . . Notice of Redemption . . . . . . . . . . . . . . . . . Accreted Value . _ Registration and Transfer of Ownership . . . . . . . . . . . . . Security for the Series 1987 Bonds . . . . . . . . _ Insurance on the Series 1987 Bonds . . . . . . . . . . . . . . . . . . . . . The Complex . . . . . . . . . . . . . . . . . . . - General Description . . . . . . . . . . . . . . . . . . . . . . . . . Convention Center . . . . . . . . . . . . . . . . . . . . . . Parking Garage . . . . . . . . . . . . . . . . . . . . . . . . . . ConferenceCenter . . . . . . . . . . . . . . . . . . . . . . . . Hotel . . . . . . . . - Office Tower and Ground Floor . . . . . . . . . . . . . Centrust, Ltd. . . . . . . . . . . . . . . . . . . . . . . _- i Revenues cf the C6nveriti6h Center -Garage . . . . . . . . . . . . . . Tower Lease . . . . . . . . . . . . . . . . . . . . . Ground Floor Lease . . . . . . . . . . . . Hotel :agreement . . . . . . . . . . . . . . . . . . . . . . . . . . _ Un ive rs i tv a;reement 1Jeratin{a "Revenues and Expenses of the Convention C nt0r=ir,3rago . . . . - fledged Portion of Public Service Tax Revenues . . . . . . . . . . . . . . . Public Service Tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Alternate Tax . . . . . . . . . . . . . . . . . . . . . . . . . . . Historical Revenues of Telecommunications Tax . . . . . . . . . . . . . Covenants Concerning Public Service Tax Revenues . . . . . . . . . . . . Certain Provisions of Trust Indenture . . . . . . . . . . . . . . . . . . . . Rate Covenants . . . . . . . . . . . . . . . . . . . . ,Iaintenance of Telecommunications Tax . . . . . . . . . . . . . . . . . . Additional Parity Obligations . . . . . . . . . . . . . . . . . _ _ Refunding Bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . _ Subordinated Indebtedness . . . . . . . . . . . . . . . . . . . . . . . Collection and Disposition of Revenues . . . . . . . . . . . . . . . . . Rebate Fund . . . . . . . . . . . . . . . . . . . . . . . . . . Description of the City of Miami Geography . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Climate . . . . . . . . . . . . . . . . . . . . . . . . . . . Population . . . . . . . . . . . . . . . . . . . . . . . . . . . . _ Government of Miami . . . . . . . . . . . . . . . . . . . . . . . . . . . . Mayor and City Commissioners . . . . . . . . . . . . . . . . . . . _ . . . . Administration of the City . . . . . . . . . . . . . . . . . . . . _ . . Scope of Services and Agency Functions . . . . . . . . . . . . . . _ . . . v Regional Government Services . . . . . . . . . . . . . . . . . . . . . . . ' . Credit Ratings . . . . . . . . . . . . . . . . . . . . . . . . . . . . — Litigation . . . . . . . . . . . . . . . . . . . . . . . . . . . . City of Miami Financial Statements . . . . . . . . . . . . . . . . . . Approval of Legal Proceedings . . . . . . . . . . . . . . . . . _ . . . . Tax Exemption . . . . . . . . . . . . . . . . . . . _ Original Issue Discount . . . . . . . ._ . . . . . . . . . . . . . . . . . Underwriting . . . . . . . . . . . . . . . . _ . . . . Closing Certificate . . . . . . . . . . . . . . . . . . . . . . . Verification of Mathematical Computations . . . . . . . . . . . . . . . . . . Approval of Official Statement . . . . . . . . . . . . . . . . . . . . — Appendices A. Form of Opinion of Bond Counsell . . . . . . . . . . . . . . . A-1 B . Letter of City Attorney . . . . . . . . . . . . . . . . . . B-1 C. The Municipal Bond Insurance Policy . . . . . . . . . . . . . . C-1 [D. Schedule of Prior Bonds . . . . . . . . . . . . . . D-11 E. Table of Accreted Values . . . . . . . . . . . . . . E-1 F. Summary of Legal Instruments . . . . . . . . . . . . . . . . F-1 G. Additional Financial Information Relating to the City of Miami . . . . . . . . . . . . . . . G-1 H. Economic and Demographic Data . . . . . . . . . . . . . . . . H-1 1. Financial Section of the Comprehensive OKFICIAL STATEMENT THE CITY OF MIAMI, FLORIDA SPECIAL REVENUE REFUNDING BONDS SERIES 1987 INTRODUCTORY STATEMENT The purpose of this Official Statement of the City of `liam:, P orid3 ne "City"), which includes the cover page and appendices attached hereto, fs to se! - forth certain information concerning the City and its Special Revenue Refunding Bonds, Series 1987, to be issued in the total principal amount of S •• ,the "Series 1987 Bonds"). The Series 1987 Bonds are being issued under and pursuant to the Constitution and the laws of the State of Florida, including particularly- the Municipal Home Rule Powers Act, Chapter 166, Florida Statutes, as amended, and t1e Charter of the City (Chapter 10847, Special Laws of Florida, 1925, as amended), Ordinance No. passed and adopted by the City on .April 30, 1'987 i4he "Ordinance") and the Trust Indenture, dated as of 1987 (together with any supplemental trust indentures entered into from time to time, the "Trust Indenture"), by and between the City and Florida National Bank, Fort 1,auderdale, Florida, as Trustee (in such capacity, together with any successor Trustee appointed pursuant to the Trust Indenture, the "Trustee"). The principal of, redemption pre- mium,- if any, and interest on the Series 1987 Bonds will be secured by an irrevoca- ble lien on and will be payable from the Net Revenues of the Convention Center - Garage, as those terms are hereinafter defined, from the Pledged Portion of Public Service Tax Revenues, as that term is hereinafter defined, and from certain other moneys hereinafter described. The Pledged Portion of Public Service Tax Revenues is subject to the prior lien thereon in favor of the holders of S150,000 in aggregate principal amount of the City's Utilities Service Tax Bonds (Series A), dated February 1, 1963, maturing on February 1, 1988, (and any obligations that might be issued to refund such bonds) (collectively, the "Utilities Service Tax Bonds"). All terms used in this Official Statement in capitalized form and not otherwise defined herein shall have the meanings ascribed thereto in Appendix F un- der the heading "Summary of Legal Instruments -- Trust Indenture -- Definitions." PURPOSE The proceeds of the Series 1987 Bonds are to be used to advance 'refund all of the City's $60,000,000 Convention Center and Parking Garage Revenue Bonds dated July 1, 1980 (the "Prior Bonds"), and to pay costs associated with the issuance of the Series 1987 Bonds, including the premium for municipal bond insurance. The proceeds of the Prior Bonds were used to finance a significant portion of the acquisition costs of land and the construction costs of the City of *Preliminary, subject to change 1 �I.iami/ullivpusltV of `Iiami. jaiiles L. lni�ht intflltlOnil'1 ;o , 1i) y Rtt_r she LI en on. Center and an appurtendn`., parkinij ,'e ;', i? ,l !;l , a 'aE;t?" `, Ghe Center and the Parking Gir:" g ;ci l l f'1 rc,f=:,• r„ I tlV01v ht?I':':I'. ',5 "Convention Center -Garage." PLAN OF REFUNDING The advance refunding of. the Prior Bonds is being Undertaken to oroviie. debt service cost savings to the City. The mcneys required to refund the n cr Bonds will be derived from the proceeds of the sale of the Series 1,)s rcnds ,nd from certain other moneys of the City with ra�,pect uo the Prier Bonds 'ae.ti v is trustee for the Prior Bonds. Upon issuance of the Series :987 Cones, such rrono s will be irrevocably deposited with Florida N--iI al B k F iT d 4' �n an ot au eruate, r IoI id aI as escrow agent for the Prior Bonds (in such capacity, together with any successor escrow agent appointed pursuant to the Escrow Deposit agreement hereinafter men- tioned, the "Escrow Agent"), pursuant to an Escrow Deposit Agreement dated as of 1987 (as supplemented and amended from time to time, the ".s ^w Deposit Agreement"), by and between the City ,:and the Escrow Agent. The Esc:rcu- Deposit Agreement requires the EscrowAgent to use the :amounts escrowed thereunr.�>_r to purchase direct obligations of the United States of America, none of which; ponnit redemption prior to maturity at the option of the obligor (collectively. the "Fscrow Securities"). The Escrow Securities will mature at such times and in such amounts so that sufficient moneys will be available from such maturing principal, together with interest income from the Escrow Securities, and cash balances, if any, to make payment of the principal of and interest on the Prior Bonds as the same becomes due, and to redeem, on January- 1, 1990. the Prior Bonds that mature after such :at., at a redemption price equal to 103 of the principal amount thereof. The Escrow Securities will not be available to pay the principal of, redemption premium, if any, or interest on the Series 1987 Bonds. ESTIMATED SOURCES AND USES OF FUNDS The following table sets forth estimated sources and uses of funds for the Series 1987 Bonds: Sources Principal Amount of Series 1987 Bonds . . . . . . . $ Moneys from Construction Fund for Prior Bonds (1) . Moneys from Reserve Account for Prior Bonds . . Moneys from Bond Service Account for Prior Bonds . . . . . Moneys from Supplemental Reserve Fund for Prior Bonds . . . Moneys from Renewal and Replacement Fund for Prior Bonds . . . . Accrued Interest . . . . . . . . . . . . . . . TOTAL SOURCES . . . . . . . . . . . . . . . . . . . . . S 2 U5�5t ' Deposit to Construction Fund created 1.111der Trust Indenture . . . . . . . . . . . . . . . . . . . . S Deposit to Escrow Fund for Purch.3se of Escrow Socutities(2) . . . . . . . . . . . . . . . . . . . . Original Issue Discount . . . . . . . . . . . . . . . . . . Deposit to Reserve account for Series 1987 Bonds . . . . . • • . Deposit to Renewal and Replacement Fund for Series 1987 Bonds Accrued Interest . . . . . . . . . . . . . . . . . . . . Cost of Issuance of Series 1987 Bonds(3) . . . . . . . . . . . . . . Underwriters' Discount . . . . . . . . . . . . . . . . _ TOTAL USES . . . . . . . . . . . . . . . . . . . . . . . S (1) Deposited in Construction Fund by City from moneys other than proceeds of !—lie Prior Bonds. (2) See "Plan of Refunding." (3) includes premium for municipal bond insurance. DEBT SERVICE ON THE SERIES 1987 BONDS The following table sets forth the scheduled annual debt service on the Series 1987 Bonds. Period Beginning Total January 1 Principal _ Interest Debt Service `Principal amount of Capital Appreciation Bonds 340. C OLSC RIPTION OP TNL SERIES 1987 SON08 G6nera! The Series 195' Bon'is that p--ivtltt c-tit o, i * :3i:% 1C 1-1.:1rrE'nt ilitt' 'tit Bonds") are dated i, 1987, and ate issu.iblk. .is ful ,v registered bond's ir. denominitions of S5,000 or integral mu itiple3s thereof. -he Sorles :98 Bonds th,it do not pay interest lllitil maturity ,the, "Capital :%ppre�;latioll :are hated fie date of delivory to the original purchasers thereof and -irci issu,abie is ful?1• regis- tered bonds in the denomination of S per 53,000 accreted vaille 3t maturity (tile Original Principal .\mount" or my J.ntegrai tlherc!of. T ter0st :n the Current Interest Bonds will be payable to the registered owners sCwn on the registration books of the City held by tine BoIid Registi'ir `an the tii _':,,\' (whether or not a business day) of the month noxt preceding an interest Javi,,ie'nt ::3te (the feRecord Date"), by check or draft mailed by first class mail to such registered owners (and by wire transfer to registered owners of more than S1,000,000 in aggre- gate principal amount of Series 1987 Bonds requesting the same) by the Paying Agent, irrespective of any transfer or exchange of any Current interest Bond subsequent to such Record Date and prior to such interest payment date, unless the City defaults in the payment of interest due on such interest payment date. In the event of 3n� such default, such defaulted interest will he payable to the person in tihose ate such Current interest Bond is registered at the close of business on a srecili record date for the payment of such defaulted interest established by ;notice mailed by the City to the registered owners of the Current Interest Bonds not lass than 10 days preceding such special record date. the principal of :and redemption premium, if any, on the Series 1987 Bonds and the accumulated interest on the Capital Appreciation Bonds are payable upon presentation and surrender of the Series 1987 Bonds to the Paying Agent at its office in , Interest Payment Dates The Current Interest Bonds bear interest at the rates per annum set forth on the cover page of this Official Statement, payable semiannually on January 1 and July 1 of each year, commencing January 1, 1988, and mature on January 1 in the years and principal amounts set forth on the cover page of this Official Statement. No current interest will be paid on the Capital Appreciation Bonds prior to maturity. The Capital Appreciation Bonds will appreciate based on semiannual com- pounding on the Original Principal Amount at a rate of interest that will result in each Capital Appreciation Bond appreciating to $5,000, or the appropriate integral multiple thereof, on its maturity date (see "Description of the Series 1987 Bonds - Accreted Value" and Appendix E - "Table of Accreted Values"). Redemption Provisions Optional Redemption Provisions. The Current Interest Bonds scheduled to mature on January 1 of the years and are not subject to redemption prior to maturity, The Current Interest Bonds scheduled to mature on January 1 of the years to are subject to optional redemption on or after January 1, _19 in whole at'any time or in part on any interest payment date (less than all Series 198; Bonds of such maturity to be selected by lot), at the redemption prices (expressed 4 1 It I as percentages of the principal amount) sot north !?elow, plus .accrued tnterest 'rr'"m the most recent interest p,iyment dito tc t I,,!, ion late: Optional Redemption Periods Redemption (both dates inclusive) Price from to and thereafter�vy°o The Capital Appreciation Bonds scheduled to mature on January l., M3%, , at the option of the City, be called for redemption from any source of available funds other than Amortization Installments, as a whole on any date on or a for January 1, , or in part on any January 1 or July 1 thereafter (less than aii Series 1987 Bonds of such maturity to be selected by lot'), at a redemotion rzc� equal to the percentage of the accreted t'aliie at the redemption dates is shown in the following table: Optional Redemption Periods Redemption (both dates inclusive) Price from to C a and thereafter Mandatory Sinking Fund Redemption. The Current Interest Term Bonds sche- duled to mature on January 1, are subject to mandatory redemption by iot prior to their scheduled maturity from Amortization Installments, at a redemption price equal to the principal amount thereof to be redeemed, and without premium, in the principal amounts and on the dates set forth in the table below: January 1 of Principal the Year Amounts 20 $ 20 20 2) o 20_ 20 (maturity) The Capital Appreciation Bonds scheduled to mature on January 1,_ are subject to mandatory redemption by lot prior to their 'scheduled maturity from Amortization Installments at the redemption prices (expressed as percentages of iQ:�S Accreted Value at maturity) , :end iit the m 1titr ity .1trounts, can January 1 ot the `ears set forth in the table beiGw Maturity Redemption Redemption Year Amount Price Amount As more particularly set forth in the Trust indenture, any Series 1987, Bond subject to mandatory redemption under the terms of the Trust Indenture that is pur- chased by the City with amounts held to pay an Amortization Installment will be cancelled and the maturity amount so purchased will be applied as a credit against the applicable Amortization Installment (see Appendix F -- "Summary of Le a: Instruments -- Trust Indenture"). Notice of Redemption Notice of tre call for any redemption as described above identifying the Series 1987 Bonds to be redeemed must be given by mailing a copy of the redemption notice at least 23 days but no more than 60�days prior to the redemption date to the registered owner of each such bond to be redeemed at the address shown on the regis- tration books; provided, however, that failure to give such notice by mailing, or any defect therein, shall not affect the validity of any proceeding for the redemp- tion of any Series 1987 Bond. Accreted Value The Accreted Value with respect to any Capital Appreciation Bonds shall be, as of any date of computation, an amount equal to the Original Principal Amount of such Capital Appreciation Bond plus the interest accrued thereon from the date of delivery to the original purchaser thereof to the Valuation Date next preceding the date of computation or the date of computation if a Valuation Date, such interest to accrue at the rate set forth on the cover page of this Official Statement, com- pounded semiannually, plus, with respect to payment upon redemption or acceleration of the Capital Appreciation Bonds, if such date of computation shall not be a Valuation Date, a portion of the difference between the Accreted Value as of the im- mediately preceding Valuation Date (or the date of original issuance if the date of computation is prior to the first Valuation Date succeeding the date of original is- suance) and the Accreted Value as of the immediately succeeding Valuation Date, cal- culated based upon the assumption that Accreted Value accrues during any period in equal daily amounts on the basis of a year of twelve 30-day months (see Appendix E -- "Table of Accreted Values"). ia:>rS� k6gistrati6h and Yransfor Of Ownership _ _ _ (in such c;aoisity, '...wo'ner w." ith :any successor, the "ond Registrar" 1 sh3i1 keep the City's register for ;egistration of a transfer of tie Series 1987 Bonds. The Series 1987 c.`onds may be [.ra:;sferred only on the Mend regis- tration books kept by the Bond Registrar. No tr:a:,sfer of .any Series 11e7 Bond shall be permitted except noon presentation <3nd surrender of such Series 1987 Bond at the principal corporate trust office of the Bond Registrar with a written instrument or instruments of transfer in form satisfactory to the Bond Registrar, duly rxectite(l by the owner of such Series 1987 Bond in person or by his duly authorized ittornev, containing written instructions as to the details of transfer of tt;e Series .,1y; Bond. The City, its agents and the Bond Registrar may deem and treat the registered owner of any Series 19S7 Bond as the absolute ot:ner of such Series 198- no:t.j for t}:c purpose of receiving payment of the principal thereof and the interest t:leroon. Upon surrender for registration of transfer of any Series 1987 Bond at the principal corporate trust office of the Bond Registrar, the City shall execute and deliver to the transferee or transferees a new Series 1987 Bond or Bonds for a like aggregate principal amount and maturity. Series 1987 Bonds may be exchanged at said office of the Bond Registrar for a like aggregate principal amount of Series 1987 Bonds, of other authorized denominations of the same series :and same maturity. The execution by the City of any Current Interest Bond in the denomination of 55,000 or any integral multiple thereof or of any Capital Appreciation Bond in the denomination of S or any integral multiple thereof shall constitutoe full and due authorization of such denomination and the Bond Registrar shall thereby be authorized to deliver such Series 1987 Bond. No charge shall be made to any Series 1987 Bond owner for the privilege of registration of transfer or exchange, but any Series 1987 Bond owner requesting any such registration of transfer or ex- change will be required to pay any tax, fee or other governmental charge required to be paid with respect thereto. The Bond Registrar shall not be required to transfer or exchange any Series 1987 Bond during the period of 15 days next preceding any selection of Series 1987 Bonds to be redeemed or thereafter until after the mailing of any notice of redemption nor to transfer or exchange any Series 1987 Bond after the mailing of notice calling such Series 1987 Bond for redemption has been made. In case any Series 1987 Bond shall become mutilated or be destroyed, stolen or lost, the City shall authenticate and deliver a new Series 1987 Bond of like date of issue, maturity date, principal amount and interest rate as the Series 1987 Bond so mutilated, destroyed, stolen or lost, provided that (i) in the case of a mutilated Series 1987 Bond, such Series 1987 Bond is first surrendered to the City, (ii) in the case of a lost, stolen or destroyed Series 1987 Bond, there is first furnished evidence of such loss, theft or destruction satisfactory to the City, together with indemnity satisfactory to the City and the Trustee, (iii) all other reasonable requirements of the City are complied with, and (iv) expenses in connec- tion with such transaction are paid by the owner of the Series 1987 Bond. SECURITY FOR THE SERIES 1987 BONDS The payment of principal, redemption premium, if any, and interest on the Series 1987 Bonds shall be secured by a pledge of the Net Revenues of the Convention Center -Garage hereinafter described, the Pledged Portion of Public Service 'Lax Revenues, hereinafter described, and certain other moneys, all as set forth in the Trost Indenture ( see A pp,7 radix i' S'1Tm;3 r}' of 1:t? '31 1I2Str't jents ir',ist ti l"i.t I i? The lion of e Series 11S7 Bonds on the Pled-ed t :r_- ton of ''.itl11L Sfl tti RP%-onues Ls subject to tt;e prior i ion t;,, n n of 1, 1?tti,iers ry4 Service Tax Bonds currently outstandin,g in fire i;;r ';ate princin:ii i;notnt C1150,1)00. Ti;e City' has 313o CoVonant d :ind 3w; uf+` Cii , S ink- iriv G�iind :seated under the Trust Ii.'i,,nture fr._?,t rc�\ ?'_l:?S of L t t i.l o Lae u.7�LC Se,. ,ix as as such term is hereinafter defined, to, the nt that such rovE?nues arty avail3ble, as liereinafter described. i'See "Revenues )f ; tomnvention and "Pledged Portion of Public Service Tax RevAn,tes."1 The Series 1987 Bonds do not constitute a debt of the City within the meaning of any constitutional or statutory limitations, and the City is not obligated to pay the Series 1987 Bonds except from the Net Revenues of the Convention Center -Garage, the pledged Portion of the Public Service tax Revenues and the other moneys available therefor, as described in the Trust Indenture. The Series 1987 Bonds do not directly or indirectly or conditionally obligate the City to levy or pledge any ad valorem taxes or to pay the Series 1981 Bonds from any ad valorem real or tangible personal property tax revenues, and the full faith and credit of the City are not pledged to the payment of the principal of, the redemption premium, if any, or the interest on the Series 1987 Bonds. INSURANCE ON THE SERIES 1987 BONDS Municipal Bond Investors Assurance Corporation ("`iBIA") has issued a munic- ipal bond insurance policy covering the payments, when scheduled, of the principal and interest on the Series 1987 Bonds. For more information on `1BIA and tt:e n- surance policy and for the text of the insurance policy see Appendix C hereto. THE COMPLEX General Description The Convention Center consists of a four-story building containing approxi- mately 410,000 square feet, including circulation spaces and support facilities. The Parking Garage, which is located immediately to the north of the Convention Center, consists of 11 levels, with a pedestrian mall and retail space, as well as access areas, located on the ground floor. It is connected to the Hotel by an en- closed walkway. The Hotel is constructed in air space above the Convention Center, and the Office Tower is constructed in air space above the Parking Garage. The Conference Center occupies a portion of the third and fourth floors of the Convention Center. -Although there are separate outside entrances to the Convention Center and the Hotel, the facilities are interconnected and are not distinguishable as separate structures. The "Complex," consisting of the Convention Center -Garage, the Hotel and the Office Tower, is located on a six -acre tract of land on the north bank of the :Miami River in the downtown area of the City. It is bordered to the east by S.S. 2nd Avenue, to the west by S.E. lst Avenue, to the north by S.E. 2nd Street and to the south by the Miami River. 8 1025S llie DuPont PI.laa 11oteI :and tilo t t`:';' .11l i:1F'r1t;1 l!Lt01 are .J:.3t[' t0 _,.'.' east Of t11e TOI11p1E?x, the R i v e r:'3rG 1:otc'i, i L 0 1 to JOhnson1s P1a2I `10tor l.odgo is located to tho ;forth. Across thy? '•llami Kivor to `11- south is locatotl a holiday inn, F1:,igler 'Street, a lilajor ret.3ii street of .iowntot,:1 Miami, is two 1)to the north Oi tho site of _I:e 1ox. T IIP_ most direct access to the Complex is r>rov id od by the S . F . ,_ild Averiile exit off Interstate 95, the major north -south route in soutl.east Florida. East -west access is provided by State Road 836, the most direct route to Miami internatioll;il Airport, as it intersects North Interstate 97 ipprotimately one mile north of file site. Travel time from the Complex to the airport is 1C:prc`ximately -.o,litm.lrltltt?S Socendary access is ;afforded by Biscayne BolllevArd, BririkeII Avenue (U.S. Route and S.E, First Avenue. Convention Center The Convention Center includes a 5,000-seat auditorium, consisting of �•,?Q0 seats fixed in a tiered configuration and approximately 1.0,000 square feet of floor area in which various stage facilities and/or uo to 1,000 additional seats be set. Seating in the flat floor area is elevated in a tiered configuration to fit - with that of the fixed seating. The auditorium is equipped with theat:�r rigging, lighting and sound systems and has facilities for audio-visual and mixed meiia rr,�- sentations, as well as facilities for simultaneous translation cauability. The Convention Center also includes two major meeting rooms, one of 2,230 square feet with a seating capacity of 225 and the other of 966 square feet with a seating capacity of 96. The first meeting room is divisible into three sections, two of which will accommodate 85 persons each and one of which will accommodate 35 persons. The second meeting room is divisible into two sections with seating capa- cities of 48 each. There are also four other smaller meeting rooms of 483 square feet each with seating capacities of 48 each. The utility and delivery spaces for the Hotel and the Convention Center (including the Conference Center) are located on the ground floor of the Convention Center structure. The Convention Center also includes office space for management personnel. Management of the Convention Center is provided by Facilities Management Group, Inc. ("RIG"), a professional management firm, pursuant .to the terms of a Management and Operations Agreement, dated as of April 1, 1982 (as amended and sup- plemented from time to time, the "Convention Center Management Agreement"). F`1G manages several facilities throughout the United States, including the New Orleans Superdome and the Nassau Coliseum in Nassau County, New York. The Convention Center Management Agreement has a term of 5 years, with five renewal periods of 5 years each available at the option of the City, and calls for the annual payment of a management fee by the City to FRIG of S140,000, payable in monthly installments. The City also employs an executive director of the Convention Center and a small staff to oversee the overall operations and the promotion of conventions and other major events. ■ Parking Garage The eleven -story P:3rk:in, (33rage, t,onsi�;tin=, of .i broxi,^,ate,1v ;0 s- 1;-os (all located on the upper 10 levels) , is t.onnecl d to the V:envenLion C,Onuer 1A, enclosed pedestrian t:al:way. The ground t?("or Of the Pirkinly Garage 1; uses tIC:i 1 arcade and jpprcximatel% 113,700 square feet of rot'li1 ind Spa-P, iE'+i E,d by CenTrust Realty pursuailt to the Ground Floor Le.ise ( see " Rievelnups of Convention Center=Garage-Ground Floor Lease"). Approximately 17,30(l square feet in the Park":-,", Garage (on the fourth level) is used to accommodate a station for the Dade Count• Metro `lover transit loop, a monorail -type mass transit system. Management of the Parking Garage is Provided by :he City's Depsrt:r.ent f Offstreet Parking ( the "Department") pursu.int to a '' 3ntiget^t?nt AgreexonL j od }arch 16, 1982 (the "Parking Agreement"), The Parking Agreement has an initial ;m of 30 years (commencing May 1, 1982) and is subject to an unlimited number of 3-ve,ir extensions by mutual agreement. Pursuant to the terms thereof, the Department is entitled to a fee of 2.500 of "gross revenues" of the Parking Garage, as such term is defined in the Parking Agreement, and is also entitled Lo be paid for certli "reimbursable expenses" as defined in the Parking Agreement. Conference Center The University of Miami (the "University") leases approximately '�0,730 square feet of net working space on the third and fourth floors of the Convention Center for use as the Conference Center (see "Revenues of Convention Center -Garage -- University Agreement). The Conference Center is utilized for seminars, conferee i�s and continuing education programs sponsored by the University. The Conferen,,;e Center consists of a 440-seat auditorium, a [117?-seat] lecture hall, a large class- room divisible into two sections, with a total seating capacity of 204, three smaller classrooms with seating capacities of 70 each, a 1,363-square foot library, a 4,255-square foot pre -function facility and office/audiovisual/support spaces of 7,123 square feet. The Conference Center is equipped with sophisticated audiovisual equipment, including closed circuit television and facilities permitting simultaneous translation. The University, founded in 1925, is a private non -denominational coedu- cational institution of higher learning with its main campus located in Coral Gables, Florida. The University has a student enrollment of approximately 12,700 during the 1986/1987 academic year and is comprised of schools offering academic programs in the humanities, social sciences, natural sciences and the professional fields of engineering, education, business administration, law and medicine. These programs are presently staffed by approximately full-time and part-time faculty. Full time management of the Conference Center is provided by the University with an on -site staff of Hotel The 627-room Hotel, owned by Miami Center Associates, Ltd. (the "Hotel Developer"), is located in a nineteen -story tower constructed in air space over .he 10 10258 It # oaito, rn port ioil Of 1;1,o vontion (,,ent+2 r T ;io dote.l coilt3iilS ci baIIr'com, of square feet with 3 se.?t1I1tJ' li)ac;t*v of ,i_.ir.�' =.i ,y_ lt, Ittc7 :t 5 Ltis o 3.476 square feet and two sections (?i _',3, 7"`�;q,rire Ieet. The Hotel '. so _-on:?ins kit( -lien S()ace, lotel offices, a pre -function rootll of J, C'o �:hliarE' feet {filth a se —It` in Cap::iclty )f 3 0, ii% � s ible li'.to tl,o sectlt`i,s of '0; squirt, Poet each wlttl seati114 capacitie,5 of 1110 ill each sec; ion, lrld into t,o Sttc ns Gi 7-)0 sNllare feet each with seating capacities of 75 in each sot: t i oil A;3ditionai meeting roori requirements of the Hotel are provided by Citv-ot:ned meeting rooms in Llie Contention Center on a rental bris.is. The lietel provides all food and bpver s-ye needs for tihe Complex. The Hotel , s lobby is located on the ground floor of tiie ColiveInt -n CrntPr. The hotel currently includes approxiir,atei}. 26,000 square `oet of reL_ii snac:e cn i:i ground floor. The City is contemplating the purchase of the leisP ri hts of ;he Hotel Developer and its subtenants with respect to such spate. It is anticipated that the area would then be converted by the City for use as exhibition or addi- tional meeting space in conjunction with the Convention Center. The Hotel Developer is a Florida limited partnership created on `!sy AS, 1978. It consists of three general partners (Miami Center associates, Inc., 3 Florida corporation, Henry R. Silverman associates, Inc., a Delaware (_:;rporaticn, and Sierra Reflections Corporation) and three "Limited partners (Worsl:im Brothers Co., Inc., a Tennessee corporation, Reliance Group Holdings, Inca dnd The Dahlawi Nevada Corporation). Based upon financial statements for calendar year 1984, the Hotel Developer has no significant assets other than those related to its oFeraticn of the Hotel. lThe City has no more recent information concerning the financial condition of the Hotel Developer.) The City has no information concerning the capi- talization or assets of any of the partners of the Hotel Developer. The Hotel is currently managed by Hyatt Corporation ("Hyatt") pursuant to a Management Agreement dated June 28, 1978 (the "Hotel Management Agreement") between the Hotel Developer and Hyatt. The term of the Hotel Management Agreement is 30 years (commencing September 16, 1983 and the "Basic Fee" payable to Hyatt is calcu- lated at 30 of "gross receipts" (defined in the Hotel Management Agreement) and, un- der certain conditions, an incentive payment of the amount by which 2000 of the Hotel's profits exceeds the Basic Fee, is required to be paid by the Hotel Developer to Hyatt. The Hotel Developer can assign its rights under the Hotel Management Agreement without Hyatt's consent so long as the assignee assumes the obligations of the Hotel Developer thereunder. Office Tower and Ground Floor The Office Tower, located in the air space above a portion of the Parking Garage, contains approximately 620,000 gross square feet of space. It consists of 37 stories of office space (on top of the 11-Story Parking Garage) owned by C. P. Tower, Ltd. ("C. P."), which is expected to be leased by C. P. to, among others, Centrust Savings Bank, law firms, accounting firms and various other businesses. The Office Tower, at a height of 587 feet, is Miami's second tallest building. The ground level of the Parking Garage houses a public arcade and retail area which CenTrust Realty and Construction Company ("CenTrust Realty") leases from the City (see "Revenues of Convention Center -Garage --Ground Floor Lease"), Banking 11 10258 off ices for Centrust Savin s ?ink ..ire expected to hp cur,d f'i. or spike, 3s are s 0 v 0 r A I ret311 Sllops ,tT rS 1>.1::_ �`, ? t'S E'; rl.ISt S"_?i:;i . Neither the Office Cower nor the e,Li ip,ice ot? _:iv gro;l.Td t'iocr of _;i 0- Parking Garage is occupied is of t1he d-itf h,,reot . A to cr iry <:e: t i i _c-it( (Dt o pincy has heen issued by the City for the it f Ice Cii Fir. 3n2eli,ellt of the Office Tower .lnd the 1'et:141 sp:l;:f3 )Tt the 7tlnd . oor is to be provided by CenTrust Realty. Geed to insert info re C. P. and ConTr•,st RoaitV. REVENUES OF THE CONVENTION CENTER -GARAGE In the Trust indenture, the City has pledged to the payment of the .Series 1987 Bonds the Net Revenues of the Convention Center -Garage, consisting of all .gross revenues derived in any period by or on behalf of the City from its ownership, lease. use, operation or possession of, or in connection t,-ith, the Convent Center -Garage, or any part thereof, including, but not limited to, rent: or ot;;rr moneys received pursuant to the Lease Agreement dated July 1, 1950 tis surpiemen +,:i and amended from time to time, the "Tower Lease between the City and D,Ide S;ivir s and Loan Association (which has subsequentiy, with the City's consent, through series of assignments, assigned its rights thereunder to C. P.), the Lease Agreement - dated July 30, 1985 (as supplemented and amended from time to time, the "Ground Floor Lease"), betweenthe City and CenTrust Realty, the Lease and Agreement for Development dated September 13, 19i9 (as supplemented and amended from time to time, the "Hotel Agreement"), between the City and the Hotel Developer, and the Lease dated Juiy 1, 1983 (as supplemented and amended from time to time, the "T n-%-ersity Agreement"), between the City and the University, and other revenues derived frolil rates, fees, charges, leases, subleases and contracts, and also including proceeds of any insurance, relating to the Convention Center -Garage and interest earnings on amounts deposited in the Revenue Fund created under the Trust Indenture (collectively, the "Gross Revenues"), less the amount of Current Expenses of the Convention Center -Garage, as defined in the Trust Indenture (the "Current Expenses") in such period (see Appendix F --"Summary of Legal Instruments --Trust Indenture"). Tower Lease Pursuant to the Tower Lease, C. P. has leased air space over the Parking Garage and has constructed in such space the Office Tower, as hereinafter described (see "The Complex --Office Tower and Ground Floor"). The Tower Lease provides for an initial term of 35 years (commencing 19,, the date that construction of the Parking Garage was sufficiently completed to commence construction of the Office Tower) and for two renewal terms, the first for 30 years and the second for 1-5 years, available to C. P. at its option. Rent under the Tower Lease is comprised of three components. The "First Rent Component" requires a payment of $130,000 per an- num, which amount, beginning the second full calendar year after the commencement of rental payments, is subject to adjustments as a result of changes in the Consumer Price Index, but which amount shall in no event be less than $150,000 per annum (see Appendix F -- "Summary of Legal Instruments Tower Lease"). The "Second Rent Component" consists of payment of an amount varying from SO to S150,000 per year, based upon the achievement of specified levels of occupancy of the Office Tower, but in any event, shall increase to $150,000 per annum in the fifth full calendar year 12 After the commencement of the payment of rt'nt tiride.r the lower Tease and shall i'�;lain �r at tl;at 1e�-el th.?Li'attet' SeF? ApUe'ldx�: 1 4L;Irll;ar\' :,f l,t gai instru-nonts 7'.: ?r Lease") . The "Second Rent Component" is 3lso stib e .t to ad ,;Ist!P.ent for ChIn�es in the Cons time. r Price I ridex. The. "Third Q,ent (",omponent" bp.comes effective oni\- I.t .i majority of the "Qualified Sp:Ice," .15 that tt'rtl 1S clefIP.E'd n the TQ[:er Lease, not used for "Trade Purposes," :3s that term is defined in the Tower Luse, and .:in vary from a minimum of S75,000 per year if 'Lass Lhan 3 maiority of the " ua1ified Space" is devoted to "Trade Purposes" to a maximum of S130,000 per annum if none of ttte "Qualified Space" is devoted to "Trade Purposes" (see appendix F -- Siimmary of Legal tnstruments -- Tower Lease"). The Tower Lease requires rentals to be paid to the City rncitthly. It i1 So obligates C. P. to pay all costs of utility services to the Office 01,:I!r ;Ind Ill ,r . it Governmental Charges, including real estate taxes, Eater :end sewer ::h:�raF�s, II ci other governmental charges, impositions and assessments. Upkeep of the Ciffice 'ic,,cr is the responsibility of C. P. - Ground Floor Lease Pursuant to the terms of the Ground Floor Lease, CenTrust Realty Leises from the City approximately 18,700 square feet of retail and commercial space on t°:e ground floor of the Parking Garage (see "The Complex"). The initial term of the Ground Floor Lease is 30 years, with renewal terms of 30 years and 25 years, respec- tively, available to CenTrust Realty at its option. The ''Base Rent" is S17.50 per square foot of "Leaseable Retail Space," as those terms are defined in the Ground Floor Lease, payable monthly in advance. The "Base Rent" is subject to adjustments after the second year of the Ground Floor Lease, based upon changes in the Cens1..ner Price Index, but in no event can it be less than $17.50 per square foot of "Leaseable Retail Space" (see Appendix F -- "Summary of Legal Instruments -- Ground Floor Lease"). - The Ground Floor Lease also obligates CenTrust Realty to pay all real and personal property taxes, taxes on rent, public assessments and costs of all utilities related to the leased premises. Hotel Agreement _ Pursuant to the terms of the Hotel Agreement, the Hotel Developer leases air space over the Convention Center in which it has constructed a hotel (the "Hotel") (see "The Complex"). The Hotel Agreement provides for an initial lease term of 45 years (commencing on September 14, 1982, the date that the Hotel Developer commenced com- mercial operation of the Hotel) and for a renewal term of 45 years available to the Hotel Developer at its option. The Hotel Developer paid the City Base Rent for the initial lease term in the amount of $2,900,000 on the date that commercial operation of the Hotel began. The Hotel Agreement requires the Hotel Developer to pay "Additional Rent" during the initial term on a semiannual basis equal to a percen- tage of that year's annual "Gross Sales," which percentage increases in investments ranging from 1.6 at "Gross Sales" in excess of $20,000,000 to 3.6`o at "Gross Sales" in excess of $41,666,667 (see Appendix F - "Summary of Legal Instruments -- Hotel Agreement"). If Gross Sales exceed S41,666,667_ in any year, the Developer shall pay "Additional Rent" in the amount of $1,500,000, subject to upward adjustment in proportion to changes in the Consumer Price Index (or a comparable index if the Consumer Price lndf?x is not itvaiIable) . As i5f?C1 in tli4' rote! Agreement, "Gress Sales inc ilhdo.s, on an annual basis; L Siiil of ` yr'."�S room CCrit:31S, .. t-1rgeS 7r other revenues from the cnerit Lon oI vile Hotel , ini (? 1 Zross food ?i d bo%-er Ee sales or service in the Hotel and the C,)nvontion oilter, . "Gross S.3les do not in- clude co-imi.sstons paid on room rentair :it 3 ratt, iid In the o!'eh'atiGn O a first-class hotel. The Hotel Agreement permits the deferral o the payment of Additional Rent" under certain circumstances (sce Appendix F --"Summary of l,eg31 1instrliments -- Hotel Agreement"), but provides for tale payment of such accrued deferrals, together with interest at the rate set forth in the Hotel A8rhF,T-, .nt, :3,. thk e and .of o_ichl tooth year and at the end of the initial lease term. Rent during the renewal term of the Hotel Agreement si:all bra as ;ietermined by the parties thereto. In addition to rent, the Hotel Agreement requires the Hotel Developer to pay the City on a monthly basis for hot and chilled water provided by the City to the Hotel Developer. The Hotel Developer is responsible for paying :ter its .ise of all utility services, and is required to pay all costs of repairing anal ::aintai i :hs� the Hotel. University Agreement Under the terms of the University Agreement, the University leases approxi- mately 30,750 net square feet of the Convention Center in which the University oper- ates a conference _ center (the "Conference Center") (see "The Complex--Conferoirce Center"). The -University Agreement has an initial term of 30 years, with two addi- tional 30-year renewal terms available at the option of the University. The University prepaid the full rental for the initial term plus the two renewal terms (an aggregate of approximately S2,900,000) to the City on September 16, 1983, the date the University commenced operation of the Conference Center. No additional rental is required to be paid by the University under the University Agreement, but the University is obligated at the end of the initial term and each renewal term to modernize the furniture, fixtures and equipment utilized in the Conference Center. It is also required by the University Agreement to pay all costs of upkeep of the Conference Center and the cost of all utility services used by the Conference Center. OPERATINO (REVENUES AND EXPENSES OE THE CONVENTION CENTER -GARAGE Fiscal Yeah Endit�g_SePtei�bLsr� 30th 15 _ _ _ .1'9 _ 1985 1986 Total Operating Revenues 52,0 S,a,83 52,,)37, 1 53,3"37,341 S3,t58,�1(? Operating Expanses: Personal Services 1,1971920 Contractual Services ilo9,1150 `laterials and Supplies 164,519 Utilities -33,167 Intragovernmental Charges 3,602 Other 379,348 Total Operating Expense 3,230,506 I ,'Z79 , 510 1_08 1 103 128,�10 1�95 329,132 4, 4 1 6 1,396 854,827 y,4� ,N20 Operating Loss Before Depreciation Expense (1,204,923) (1,6+O,i99) Depreciation Expense 757,998 1,513,730 Operating Loss SC ,962,921) $(3,153,929) 1,031 209,284 3,919,601 I,530,697 S(2,122,957) 5,85)t --'` ;S 1 1 ,;69 qr6 S(2 1-81,21�') PLEDGED PORTION OF PUBLIC SERVICE TAX REVENUES In the event that the Gross Revenues of the Convention Center Garage are insufficient to pay when due the Current Expenses and the principal of, redemption premium, if any, and interest on the Series 1987 Bonds and to maintain the respec- tive balances in the funds and accounts established under the Trust Indenture at the required levels, the Trustee shall apply the Pledged Portion of Public Service Tax Revenues, as pledged under the Trust Indenture, for such purposes (see Appendix F -- "Summary of Legal Instruments --Trust Indenture") Public Service Tax The City presently levies and collects public service taxes pursuant to Section 166,231, Florida Statutes (the "PST Statute"), as implemented by Chapter 55, Article II, Code of the City of Miami, and Ordinance No. 7066, enacted on November 1-1, 1962, on the purchase, within the City, of water service, metered or bottled gas (natural liquified petroleum gas or manufactured), electricity and cer- tain telecommunications services and on services competitive with the foregoing (the "Public Service Tax"). The City has pledged under the Trust Indenture a portion of the revenues of its Public Service Tax (the "Pledged Portion of Public Service Tax Revenues"), the revenues generated by the Public Service Tax upon the purchase of certain telecommunications services (the "Telecommunications Tax"). (See Appendix F "Summary of Legal Instruments --Trust Indenture"). All Public Service Tax reve- nues, including, but not limited to, the Pledged Portion of Public Service Tax 15 PevenUes, are subject to the prior iikon of tho City s Utz iities Ser': i'=e Tax _.?'�is currently outstandi::g in the aggre,z_ito p _i;:ip;i1 i5',1-'00: The public Service T,ix is r!tIiiire(i to b (i - oiceated b` ti,e se;'ier of �:,(� taxable service from the purchaser at tie tine Jf the V-1%mei'tt is such SnrviCe ?,-Id is tvo icaIIv Laid to the Litt or, a l Cnthlc hrls 5. iixceot a5 tiiS(: i15S :; ii below 'with respect to the tax on certain telecommunications st-vices, pursuant to the i'ST Statute, trig rate of tax (:.innot exceed 10'. of the payments roceived by the seller of the taxable service from the purchaser thereof and cannot by levied on the port 4cn of any utility bi11 which represents ,in increase in the cost of fuei to tl:e set I er subsequent to October 1, 1973. As authorized by the PST Statute, the t;nited StaLos, the Stato of Dade County, the City, the commissions, branches, i.nstrumnentalities anci ;i,.gencies of all of the foregoing, foreign consulates and official staff members, churches respect to facilities directly - related to church services) and church -operated schools have been exempted by the City from the payment of the Public Service Tax. Purchases of local telephone service or other telecommunications service for use {n the conduct of a telecommunications service for hire or other,Aise for resale are also exempt, as are public telephone charges collected on site, access a, ar,es ?ru any customer access line charges paid to a local telephone company. fuel Oil is taxed at a rate not in excess of y cents per gallon, and the purchase of natural has or fuel oil by a public or private utility, either for resale or for use as fuel in the generation of electricity, and the purchase of fuel oil or kerosene for use as an aircraft ergine fuel or propellant or for use in internal combustion engines is exempt from taxation. Purchases of bottled gas in amounts of 16 ounces or less are also exempt. Alternate Tax Under an amendment to Section 166.231(9), Florida Statutes, effective in 1985, the City was given a right to elect as an alternative to its current levy of a Telecommunications Tax at a rate not in excess of 100 on local telephone service, a Telecommunications Tax on purchases within the City of local telephone service, toll telephone service, telegram or telegraph service, teletypewriter or computer ex- change service, private communication service, cellular mobile telephone service and paging service, all originating and terminating in Florida, at a rate not to exceed 710 of the charge for such service (exclusive of charges for any foreign exchange service or any private line service except when such services are used or sold as a substitute for any telephone company switched service or dedicated facility by which a telephone company provides a communication path) (the "Alternate Tax"). Under either alternative, effective July 1, 1985, the seller of local telephone or other telecommunications services is allowed to retain 1'a of the total tax proceeds col- lected as compensation for record keeping and collection. The City has studied the Alternate Tax and, based upon its review of the records of Southern Bell Telephone & Telegraph Co. for a period of nine months dur- ing calendar year 1986 and discussions with three other providers of telephone ser- vices, the City projects that its imposition of the Alternate Tax at a rate of 7°0 would, as a result of the increased tax base, increase the amount of the Pledged Portion of Public Service Tax Revenues for _ the Fiscal Year ending September 30, 1988, by approximately S1,000,000 over those projected to be received during the Fiscal Year ending September 30, 1987 as the Telecommunications Tax is currently s i # imposed. )n April 30, l'.�5�, <iil C)r:l?f1:311 E? C'lEt,i ,.i17 tt� illipC75e the :�ltt'Cilite Tax, ?f' fective Jill}' 1, 1)J", w_is pissed by zhe i.� it tii_,:tl. The p`a I:o:i..__. the City from r9turn incr to impos it iov, i '_!.F' -,1tl .. : !'I ix it thf' for at least twelve months after July C n ebruary b, 11186, a group of to ler m 'I;1 i L::it i.oil rc-mp.3nios and an i d iv id- ual taxpayer (co.l 1(4ct ive l y, the "Pl a iilc iif ) f17od .a 't atisu"t 35,3 if15t the City of Hollywood, Florida in the Circuit Court of the S,�venteenth Judicial Circuit 'in and for Broward County, Florida (;Case No. illooing that Section Ice.^_311;`11, Florida Statutes and an ordinance adopted by the City of ;ioilywoo(i imposing tiie tax on telecommunication services are illegal, uncon:stituticnal .and void. 'la".1 . f requested, 3s past of this action, that the Court zertify as a Defendant class .i it municipalities in the State of Florida which `.13ve at:opted or propose to :l::ot>t .,in o_ dinance pursuant to which they would tax teiocorrmuniration services. iThc! ,fiami was not, however, specifically named as a party Defendant in the suit.) Tlie relief sought by Plaintiff includes having Section 166.231(9), Florida Statutes and the ordinance adopted by the City of Hollywood, as well as all such ordinances adopted by other municipalities, declared illegal, unconstitutional and void, :itld restraining and enjoining all Defendant municipalities from enforcing or ir,iple�m(,:zt- ing the ordinances adopted by each of them. The Plaintiff argues in its Complaint (,which was amended on `;arch 12, that it is impossible to comply with such ordinances because tinder the 'PST Statute the sellers of telecommunication services are required to determine whether or not a purchase of such service is "within the city" and, under present technology, it is impossible for Plaintiff telecommunication companies to determine whether or not a purchase is "within a city." The result of this, according to Plaintiff, is than Plaintiff telecommunication companies are individually liable for taxes t.o munic " palities which they may not collect and may be individually liable to taxpayers for over -collection since Plaintiff telecommunication companies cannot determine what taxes should be collected. On April 9, 1986, the Circuit Court refused to grant Plaintiff a temporary injunction which sought to restrain all Defendant municipalities from enforcing the ordinances based upon Section 166.231(9)(a)(2), Florida Statutes and collecting taxes thereunder. The class certification motion has not yet been heard by the Court. The City of Hollywood has recently filed a lawsuit (Case No. 87-04646) against the Plaintiff telecommunication companies to require them to pay these taxes and costs. The legislature of the State of Florida in its 1986 Session (after institu- tion of the lawsuit) amended Section 166.231(9)(a)(2), Florida Statutes. As enacted in 1985, that provision permitted taxation at the rate of 7'0' on telecommunication services that originated or terminated within the taxing municipality and were billed to a purchaser, telephone, telephone number or telecommunications number or device in such municipality. The 1986 revision provides that, if the location of telecommunication service cannot be determined, the service may still be taxed if it is billed to a number, device or address within the taxing municipality. The effect of _the statutory change on this litigation and the eventual outcome of the litiga- tion cannot be predicted at this time. It is unclear whether the Plaintiff in the above action is seeking also to invalidate the IWO* tax on local telephone service. If the suit is decided in favor_ of the Plaintiff; the collection of the Telecommunications Tax could be adversely affected. If only the tax on the broader telecommunication services at the 7% rate were to be invalidated by the Court, how- 17 102, 50 ever, the litigation should have no adverse iMpdCt on the current level. of received by the City from its levy of the iE?:t?Cin',^,UiliCi3t10n5 .,ix. The primary sources of the Ple(iged Portion of Fublic Service 'Fax Revenil�s under the Telecolilmunlcations Tax as 1t is Curetnt1y .!11'11h110d ire Tipp tzervi.:t'_5 pro�'ided by Southern Bell Telephone & Telegraph Co. If the :alternate Tax is im- posed, the City anticipates that the primary sources till be services provided by Southern Bell 'Telephone & Telegraph Co., `1CI, U.S. Sprint and :American Telephone st Telegraph Company. Each of the foregoing utilities is regulated by the State -)f Florida Public Service Commission. Historical Revenues of Telecommunications Tax Revenues derived from the Telecommunications Tax for Fiscal Fears 1982Z-1,91i6 and for the six-month period ended `larch 31, 1987, are as follows, Telephone and Telegraph Tax Revenues Fiscal Year Ended September 30 1982 . . . . . . . . . . . . . . . . . S7,312,3_9 1983 . . . . . . . . . . . . . . . . 8 , Z50 , 384 1984 . . . . . . . . . . . . . . . 6 , b 0 2 , 105 1985(1) . . . . . . . . . . . . . . . . . 6,049,233 1986(1) . . . . . . . . . . . . . . . . 5,802,152 1987(1)(2) . . . . 2,91•1,:589 (1) Net of 1 of tax collected paid to utility for collection and record keeping services, commencing July 1, 1985. (2) Six month period ended `larch 31, 1987 CONVENANT CONCERNING PUBLIC SERVICE TAX REVENUES [In addition to its pledge of the Pledged Portion of the Public Service Tax Revenues, as indicated above, the City has covenanted and agreed pursuant to the Trust Indenture that if at any time the amount of the Pledged Portion of Public Service Tax Revenues shall decreaseforany reason, including advancements in commu- nication technology, the City shall increase the Pledged Portion of Public Service Tax Revenues, within the limits and restrictions fixed by applicable law, or shall substitute other Public Service Tax Revenues, to the extent available, as security _ for payment of the City`s obligations under the Trust Indenture as may be necessary to produce an amount not less than the amount necessary to make all payments required under the terms of the Trust Indenture; including, but not limited to, the costs of operating and maintaining the Convention Center -Garage, and the principal, redemption premium, if any, and interest on the Series 1987 Bonds. Since 1967, the City has been levying the Public Service Tax (including the Telecommunications Tax) at 10% (and at 4 cents per gallon for fuel oil), the maximum rate permitted by law. If the City elects to impose the Alternate Tax on telecommu- 18 1.0 2513 nicati.on services, it proposes to Rio so :it: .Ile maximum rate permissible 1,1 "3s1r thl PST Statute. To increase t1io ',•_i'.o .,-, .he O10 CoMiMlanicatiorls is?:, tin erefor !?, either as it is currently imposed or is nrcpo�ed `•y the City w i'th respect to Alternate Tax, would require an im�midment to Lhe PST Statute by the Florida ieislature. The covenant and agreement by the City icl t'ie Trust indenture to substitute Public Service Tar revenues other than those derived from the Telecommunications Tax is eXpressly subject to the legal eivailability thereof :and to any pledges, liens and encumbrances currently or hereafter F�xisting ag�iinst such other Public Service lax revenues. As indicated above, all of the Public Service •iix revenues, including the Pledged Portion of Public Service Tax Re venues, are subject to the prior lien of -he holders of the utilities Service Tax Fonds, in additiJ[l, Cite rpvonties frCt1' Public Service Tax imposed upon water service and sales of gas are pledged to payment of the City's $13,720,000 Special Obligation Bonds, Series 1985, datfad July 1, 1985, and the Miami Sports and Exhibition Authority's $10,000,000 Subordinated Obligation Note, Series 1985, dated December 1, 1985. Revenues derived from the Public Service Tax for Fiscal Years 1982-1986 :Ind for the six-month period ended `larch 31, 1987, are as follows: Public Service Tax Revenues Fiscal Year Ended September 30 1982 . . . . . . . . . . . . . . . . S20,673,972 1983 . . . . . . . . . . . . . 21,647,638 1984 . . . . . . . . . . . . . . . . . . 22,47 2 , 100 1985(1) . . . . . . . . . . . . . . . . . 23, 788,907 1986(1) . . . . . . . . . . . . . . . . . 24, 760,260 1987(1)(2) . . . . . . . . . . 13,256,007 (1) Net of la of Telecommunications Tax collected paid to utility for collection and record keeping services, commencing July 1, 1985. (2) Six month period ended March 31,_1987. CERTAIN PROVISIONS OF TRUST INDENTURE Reserve Account A Reserve Account is established by the Trust Indenture and is required to be maintained in an amount equal to the Debt Service Reserve Requirement, as that term is defined in the Trust Indenture (see Appendix F -- "Summary of Legal Instruments --Trust Indenture"), as a reserve for payment of the principal of and in- terest on the Series 1987 Bonds in the event moneys held in the Bond Service Account or the Redemption Account created under the Trust Indenture shall be insufficient for such purpose; provided, however, that moneys held for the credit of, first, the Surplus Fund created under the Trust Indenture, and second, the Renewal and Replacement Fund created under the Trust Indenture, shall be applied to make up any deficiency in the Bond Service Account or the Redemption Account before any moneys in the Reserve Account are disbursed for such purpose. In the event that any amount JL0 25 ,hall be appliod from the Reservo Account to ,,,;rp any Cdefi(�ilncv ill tliti It:ol,(J Accvtlnt or the i\E?:1E?i';1[7t10n :1ct.o1lnt, .-lit, (.1::1' l> :C'y`ll'tr4'_Cd u0 'Jt'Jre ..i;� Reserve Account to the Debt Service Resert-V hoot: lire"lent l: itl:in ^Ile ` oar oill t ii� date on which moIleys were so Supplied to Ctire such doi:iciencv. .;n the date t e Serites InS7 Bcnds are delivered to the init Lai riircliasers t:.t)reo , the 'itv 1� deposit 4411t0 the Reserve account f rom ttiOney-, c i i r r t'nt Iv 11E, l(t })v the LLV in ;.iIc reserve account created for the prior Bonds, in am --mint eglhal t0 the 't?ltt St3rviCe _ Reserve Requirement. cSee Appendix F -- "Silmmary of :ek;a1 I;istr +r.Ierlts--; r ..st indenture".) (date Covenants The City has covenanted in the Trust Indenture that it 5h31i x;sY ,I C'.1:- sultant or consultants engaged for such purpose (the "Consultant".) to subrlit to t'rie City 1lanager, on or before May 1 of each Fiscal Year, commencing May 1, 1988, ;1 recommended schedule of rents, rates, fees and charges for the rise or occupancy of and for the services furnished in connection with the Convention Center-Garago •1n the Fiscal Year commencing on the next succeeding October 1 The recommended s-Ie- dule so submitted shall set rates and charges at a level at least sufficient to duce Gross Revenues in such Fiscal Year in a total amount at least egil.ivilent =o t t� sum of (a) the Current Expenses of the Convention Center -Garage; (b) 1_3% of t Aggregate Debt Service for said Fiscal Year; (c) the amount necessary, any, trr provide for deposits to the Renewal and Replacement Fund created lllider the :'rust Indenture; and (d) the amount necessary, if any, to make up any deficiencies in the Bond Service Account, the Reserve Account and the Renewal and Replacement fund created under the Trust Indenture, which cannot be made up from any other funds available therefor, unless the Consultant shall forecast that, due to prevai .-ng market conditions, it is impossible to establish rates, rents, fees and charges at such levels, in which event the recommended schedule shall be prepared to maximi--el in the judgment of the Consultant, Gross Revenues of the Convention Center -Garage in such Fiscal Year (see Appendix F -- "Summary of Legal Instruments --Trust Indenture"). The City has also covenanted in the Trust Indenture that, except as noted below, beginning with the Fiscal Year commencing October 1, [1986,] and in each Fiscal Year thereafter, the City will put in effect, on October 1 of such Fiscal Year, an ordinance which shall fix rents, rates, fees and charges, the sum of which will be at least sufficient to produce Gross Revenues of the Convention Center -Garage, in the ensuing Fiscal Year, in an amount not less than the sum of the items enumerated in (a) through (d) above. The City has also covenanted and agreed that it will not reduce the rates, rents', fees and charges related to the Convention Center for any Fiscal Year below those in effect at the end of the preceding Fiscal Year unless either (i) the Consultant shall forecast that by reason of any such reduction, the Gross Revenues of the Convention Center -Garage for such year shall be at least five percent (5%) in excess of the Gross Revenues of the Convention Center -Garage for such preceding Fiscal Year, or (ii) the Gross Revenues of the Convention Center -Garage in any Fiscal Year are lower than the Gross Revenues of the Convention Center -Garage in t'lle preceding Fiscal Year and the Consultant determines that such reduction was substan- tially caused by the City's inability under the requirements described in this para- graph to reduce the rates, rents, fees and charges. If the City shall comply with all recommendations of its Consultant with respect to the setting of said rents, rates, fees and charges, it will not consti- ")o i0258 tute an event I)f dt?fautt under the Trust indenture if Che Gross itoven,les of t':'Ie ColiVention Centt3l'-(Jarag;e sh,311 be loss �, iIati the amount stated in la) ..:iro.i 11 i; above. The City shall set r.3tes, rents, foes and :harges up on the b:=lsis .,f r-asor.I- blo classificstiolis, to pr<�vent unl.:lwful ,.iscrimination, and such rites, fees .iri ch3rrns iro to be of 11,1:crm 7�7i?iiC;iti011. Q free Ise of t}'iP nl'o^ is Center -Garage ;:ill be permitted. The (7, 1 ty current Iy I'ptains FIG, which tiiso :t7an3gos the Conventi^ri Contor (st e "The Comp lox --Convent ion Centers' } , <is its Cars,.Il.tant with respect to the Contention Center. The Cityss Department of Offstreet Parking acts as ^o;lst_Iltant to the City with respect to the Parking Gar-ige and the rates, fees and ch:irgc�s re lit d thereto. Maintenance of Telecomtiiunication Tax The City has agreed in the Trust Indenture that it will not reoeal the Telecommunications Tax. It has also agreed that, except with respect to a prnpostrd reduction in the rate of the Telecommunications Tax discussed above :see "Plt',I;t Portion of Public Service Tax Revenues --alternate Tax") or as otherwise consented to by the Bond insurer, as that term is defined in the Trust. Indenture, it wiii nc.t reduce the rate or collection base of the Telecommunications Tax unless: (a) all deposits shall have been made to the credit of the 'Sinking Fund which are required to have been made prior to the time of such reduction; (b) the amount then on deposit to the credit of the Reserve Account shall be not less than the maximum requirement for the Reserve Account established under the applicable provisions of the Indenture; (c) Net Revenues of the Convention Center -Garage (exclusive of City money not derived from operation of the Convention Center -Garage) for each of the three consecutive Fiscal Years immediately preceding the Fiscal Year in which such reduction is proposed shall have been equal to at least 125'; of Aggregate Debt Service for each of said Fiscal Years, respectively; and (d) a Consultant shall certify that Net Revenues of the Convention Center -Garage (exclusive of City money not derived from operation of the Convention Center -Garage) for each of the three consecutive Fiscal Years next succeeding the Fiscal Year in which such reduction is proposed will be at least 1250 of Aggregate Debt Service for each of said Fiscal Years, respectively. Additional Parity Obligations In order to provide funds for paying the cost of acquisition, construction or equipping of any addition, improvement, modification, renovation or repair of or to the Convention Center -Garage, additional bonds may be issued under and secured by the Trust Indenture on a parity as to the lien of the Trust indenture with the Series 1987 Bonds, but only as permitted by the terms of the Trust Indenture ("see Appendix F -- "Summary of Legal Instruments --Trust Indentures'). Such additional 21_ i0258 1JOtids may be issued incurrenttltt?rP_Si, �'.il'lat`1C ;':ltc�, .:ailitII 3ppreui3tion, seri.iI or term form and may permit :optiori3 i t,,niPrs :,`y li',e 0 i(41i'rs the r e 0 e S,2 r ,1_`s 1987 Bonds :nd ariy idditional bands issuers i :i pirity th9rovith under the :st Indenture are collectively referred to hertzin is the "isonds, Refunding Bonds Refunding Bonds may he issued for the purpose of paying 3ny l)ortion of t;:e principal of and/or interest on any outstanding fonds issued cinder the Trust Indenture upon compliance with the roquiroments sf-t forth in the Trust 'Wien;i,l (see Appendix F - "Summary of Legal instruments --Trust Indonture"). Subordinated Indebtedness In accordance with the terms of the Trust Indenture., the City may at any time incur subordinated indebtedness, as that term is defined in the Trust Indenture (See Appendix F -- "Summary of Legal Instruments --Trust Indenture"). Collection and Disposition of Revenues Pursuant to the Trust Indenture, all Gross Revenues of -fie Convon.tion Center -Garage received are deposited in the Revenue Fund created under the Trust Indenture and used to pay the Current Expenses of the Convention Center -Garage. On or before the 25th day of each calendar month, the Trustee is required to withdraw from the Revenue Fund all money held for the credit of such fund on the last day of the preceding month after transferring to the City the amount requisitioned by Zile City for the Current Expenses of the Convention Center -Garage, and to deposit t« sum so withdrawn to the following accounts or funds in the following order: (1) to the credit of the Bond Service Account, the amount, if any, required so that the balance in the Bond Service Account shall equal Accrued Aggregate Debt Service (exclusive of the component thereof com- prising Amortization Installments or portions thereof) as of the last day of the month in which such transfer is made and, if interest and/or prin- cipal are required to be paid to owners of Bonds during the following month on a day or days other than the first day of such following month, Accrued Aggregate Debt Service (exclusive of the component thereof com- prising Amortization Installments or portions thereof) as of the day through and including the day preceding the last day during such follow- ing month on which such interest and/or principal is required to be paid; provided that for the purposes of computing the amount to be deposited into the Bond Service Account, there shall be excluded from the balance of the Bond Service Account the amount, if any, set aside in the Bond Service Account from the proceeds of Bonds (including the amount, if any, transferred thereto from the Construction Account) for the payment of in- terest on Bonds less that amount of such proceeds to be applied in ac- cordance with the Trust Indenture to the payment of interest accrued and unpaid and to accrue on Bcnds through the last day of the month in which such transfer is made or, if interest is required to be paid to owners of Bonds during the following month on 'a day or days other than the first day of such following month, less that amount of such proceeds to be ap- plied in accordance with the Trust Indenture to the payment of interest 22 IG258', lc.urued an3 '.Inpa ui 'and to iccruo ::,n QndS _ S ,)f the da'v t i`''v'. t;fl it1 Ci tit' C111ding Lae last day during s:t h iiolnr n h on w, t':eSt is required to be r,Iid; and provide(i fllr her t'.lat, if in =.ny ;!onth t`;nre ti�lall 1)e a deficiency in the :lmo!I;1t that 15 r<'<;111ro to be ci+"� Slt'i{ ;.o the c'iodit of the Bt,nd S(:vi.ce Ac".eolith pursuant to ills C1a115e ILI aillcullt Oth!?rwise re'1111'red to be deposited in the next mc,;lth to the credlit of the Sonti Service Account pursuant Lo L11i.s Ciat!se i 1 sh:tl l 1)e in - creased by the amount of such deficiency; () to the credit of Lhe Redemption Aecoiint, the clmourlt, if :ins, r=quired so that the balaIlce in the, Redemptions Acccurlt :;h<3111 e,1111i tie component of Accrued Aggregate Debt Service c.:cnlprised of A m o r t i:L3t 1' n Installments or portions thereof as of the l lst (lay of the ,no n.h , such transfer is made and, if Amortization installments are re jul; rod Lo be paid to owners of Bonds during the following month on a day or days other than the first day of such following month, the componerit of :accrued Aggregate Debt Service comprised of Amortization Installments or portions thereof as of the last day during such following month on uihich such amortization Installments are required to be paid; provided that if in any calendar month there shall be a deficiency in the amount that is required to be deposited to the credit of the Redemption Account pursu:Int to this clause (2), the amount otherwise required to be deposited in the next ensuing calendar month to the credit of the Redemption Account tur- suant to this clause (2) shall be increased by the amount of such defi- ciency ; ■ (3) to the credit of the Reserve Account, such amount, if any, of any balance remaining after making the deposit under clauses (I) and (2) above (or the entire balance of the amount so withdrawn if less than the required amount) and after giving effect to any surety bonds, insurance policy, letter of credit or other similar obligation deposited in the Reserve Account as provided in the Trust Indenture, as may be required to make the amount then held for the credit of the Reserve Account equal to the Debt Service Reserve Requirement as of the last day of the month in which such transfer is made; provided, however, that in the event that any amount shall be applied from the Reserve Account to cure any defi- ciency in the Sinking Fund, the City shall restore the amount in the Reserve Account to the Debt Service Reserve Requirement within one year from the date of application of such moneys; (4) to the credit of the Renewal and Replacement Fund, commencing in , 1987, one -twelfth (1/12) of [$ j and one -twelfth of such additional amount, if any, which the Consultant shall have recom- mended be deposited for the credit of the Renewal and Replacement Fund in the then current Fiscal Year (or the entire balance of the amount so withdrawn if less than the required amount), so long as the balance in the Renewal and Replacement Fund shall be less than (i) the greater of [($ )J or one -quarter percent of the Gross Revenues of the Convention Center -Garage for the preceding 12-calendar month period, or (ii) such larger amount, if any, which the Consultant shall have recom- mended be held for the credit of the Renewal and Replacement Fund; and (5) to the credit of the Surplus Fund, the balance, if any, of the amount so withdrawn. 11 The City covenants in the 'irust that if in ativ month t;e Tr'.IStee determines that the amount of money !:tx,I i for tln; .i'�':iit of t:ho 1eveIlue iIlnd is loss than the amount requi red to sit is f y the i - =bents of c Muses ( 1) , (, ) Ind e, : 1 above, then the Trustee shall notlf)' the City s [)Iroctor of Finance of such iefi- ciency rand tlhe Direr.tor of Financco sna11 t,itihdi:iw or ':ahlS0 Lo C-e '.ilthd171 n 7 rom th "•liam 'Pitblic Service Tax Fund or the 'iiami Pledged tublic: Service pax 17urid, as raa% then be appropriate, and deposit or vause to be deposited on or before the 30th day of such month, to the Revenue Fund, such amount of the Pledged fort ion of Pub iis Service Tax Revenues as shall be sufficient, with the amounts then held for the cre- dit of the Revenue Fund, to pav Current Expenses of the Convention Ct�ntor-Garage then due and to satisfy the requirements of the provisions of clauses t,i), _'), and (µ) above. The balance of the Pledged Portion of Public Service Tax Revenues, if any, remaining to the credit of the 'Miami Public Ser%• ,;e Tax Futid the Pledged Public Service Tax Fund, as may then be appropriate, in each month after making said deposits to the credit of the Revenue Fund described in the preceding sentence, may be used by the City for any lawful purpose (see Appendix F -- "Summary of Legal Instruments= -Trust Indenture"). Rebate Fund The Trust Indenture provides that, notwitlhstsnding anything elso therein to the contrary, the Trustee shall transfer or cause to be transferred to the Rebate Fund created thereunder from the other funds and accounts created under the Trust Indenture, all amounts required to be trans"erred therein, and to make all payments from the Rebate Fund to the United States of America required to be made in order to comply with the tax covenants of the Trust Indenture and to preserve the exclusion of interest on the Series 1987 Bonds from gross income for federal income Z:,ix purposes. In the event that moneys in the Rebate Fund are insufficient to pay :;het: due to the United States the amounts required to be paid thereto, the City has covenanted to pay such deficiency from any legally available funds (see Appendix F -- "Summary of Legal Instruments --Trust Indenture"). DESCRIPTION OF THE CITY OF MIAMI Geography The City of Miami, situated at the mouth of the Miami River on the western shore of Biscayne Bay, is a main port of entry in Florida and the county seat of Metropolitan Dade County (the "County") " which encompasses 2,000 square miles of Florida's southeastern region. The City comprises 34.3 square miles of land and 19.5 square miles of water. Miami is the southernmost major city and seaport in the continental United Statesand the center of pan -American trade and air transportation. The nearest foreign territory is the Bahamian island of Bimini, some 50 miles from the state's tip. Climate Due to its location near the upperboundaryof the tropical zone, Miami's climate is strongly influenced by the Gulf Stream, trade winds and other local cli- Is mcAtic fActo1'S, lts Average ycmrly t;'(iTE)CI'.lttlre In imTt'2'tTPTe tCi:%})PL"it':11'Iti average 81. iOIL' and lttnter tE?IlpercI ti IveI:A2 ). � i'.at:ii3ii tiv betwPPn *!le mouths of 3v ITld SPtCF':TTI?t'T', t;:ttT cltlae th' Io3viI,st; lver�I-i11,, n",-.tl inches . Population The 1:.5. Bureau of the Census estimated the population of the C i ty of at 3µ6,665 as of April 1, 1980. The 1'186 population of the City has been estimltld to be 3 1,975 by the State of Florida, Division of Fopulaticn stucllios Business and Economic Research, University of Florida. Miami's racial and ethnic mix is ccmprised of non-iatin 4%'hites. ''..3cns .lr: Hispanics with the relative segment of White/Black categories indicating only li ht changes over the past 20 years. Sixty-seven percent of the City's population is White, 25 percent is Black and 8 percent is classified as "Other." The most signif- icant change has been in the Hispanic category, which has grcw•n to represent 56 ror- cent of the City's total population. South Florida is a popular destination for retirees from the nort,Iieast seeking the hospitable and temperate climate. The retiree population c,ontrib?.1t.ts significantly to the local economy as recipients of transfer payments s:ich s Socisi Security, pensions, and investment income. :appropriate support services are provided by the State and the County. The City provides only limited specialized services. Government of Miami The City of Miami has operated under the Commission -City `tanager form of government since 1921. The City Commission consists of five elected citizens, who are qualified voters in the City, one of whom serves as Mayor. The Commission acts as the governing body of the City with power to enact ordinances, adopt resolutions and appoint a chief administrative officer known as the City Manager. The City Clerk and City Attorney, as well as members of the Planning Advisory Board, the Zoning Board, the City of Miami Health Facilities Authority and the Miami Sports and Exhibition Authority are also appointed by the Commission. Members of the Off - Street Parking Board and the Downtown Development Authority are appointed by the respective Boards and ratified by the City Commission. City elections are held in November every two Years on a non -partisan basis. At each of these elections a Mayor is elected for a two-year term. Candidates for Mayor must run as such and not for the Commission in general. At each election two members of the Commission are elected for four-year terms Thus, the City Commissioners` terms are staggered so that there are always at least two experienced members on the Commission. The City Manager serves as the administrative head of the municipal govern ment, charged with the responsibility of managing the City's financial operations and -organizing and directing the administrative infrastructure. The City Manager also retains full authority in the appointment and supervision of department direc- tors, preparation of the City's annual budget and initiation of investigative 25 :1 25S s procedures. In addition, the City `fan3,gt r takes Appropriate action on 11 adim in is- trative matters. Mayer and City Commissioners Navier L. Suarez was elected `1iyor in November, 1,185 for a 1 o-year term, Mavor Suarez is 3 Summa Cum Laude gridu3te of ViIIanova University, and holds a 'fasters Degree in Public Policy from the John F. Kennedy Sr.hool of Government of Harvard University and a Juris Doctorate from Harvard Law School, He is currentiy a partner in the Miami law firm of Prcon a, White, Huck 5. Suare•a. `iayor Suarez has actively served the Miami community for a number of years through participation ^n numerous advisory boards .ind ccmmittees. J. L. Plummer, Jr., Vice Mayor, was appointed a Commissioner in October 1970, and was elected Commissioner in November, 1971, and reelected in 19.75, 199 and 1983 for four-year terms. He was elected Vice Mayor by the City Commission in November, 1986, for a one-year term. Vice `favor Plummer is a graduate of Senior High School and the Cincinnati College of Mortuary Science. He is Chairman of the Board of Ahern -Plummer Funeral Homes, Miami. Joe Carollo was elected Commissioner in November, 1979 and reelected in 1983 for a four-year term. Commissioner Carollo is a graduate of Miami Dade Community College and Florida International University. He holds a Baccalaureate of Arts de;;ree in International Relations and a Baccalaureate of Science Degree in Criminai Justice. He is presently President of Genesis Security Services, Inc. Miller J. Dawkins was elected Commissioner in November,, 1981, and reelected in 1985 for a four-year term. Commissioner Dawkins is a graduate of Florida Memorial College and holds a MS degree from the University of Northern Colorado. Commissioner'Dawkins has been employed for over 16 years at Miami Dade Community College. Rosario A. Kennedy was elected Commissioner in November, 1985 for a four- year term, becoming the first Hispanic woman ever elected to the Commission. Commissioner Kennedy is Vice President of Terremark, Inc a Miami real estate development and investment firm. Commissioner Kennedy has served on numerous busi- ness, civic and community boards, and in leadership and membership capacities in the Miami area. Administration of the City Cesar H. Odio was appointed City Manager effective December 16, 1983. Prior to his appointment to the top administrative position in the City of Miami, Mr. Odio served as Assistant City Manager for the City since January 1980. His responsibilities extended over the functions of parks and recreation, building and vehicle maintenance, and public facilities. During the Mariel Boatlift in 1980, he was appointed to the President's Task Force on Refugee Affairs. Mr. Odio has a Bachelor of Science degree in Public Administration for Florida Memorial College, Miami, and majored in Business Administration at the University of Santo Tomas de Villanueva, Havana, Cuba. 26 Carlos L. G;i rc i,i, Direc for o 1r1,i;:ce s ,,ce � S � th , `1 ilrl+ t��Ll., iliinL.d �,.t? (Ji:�' _:1 N ot'.Yi Siberi 196 as Aa5_.st:inin,i ncn ror it. .13S I'^i:'P.. pre%ia s iy orCp LoVoii privatE- Indiistry in resitions of Tro!?surt'r, inti Alviitor. 'Ir. U Irci.i Ls a Cum Laude radI of the University of `ii imi t<itii i B.B.A. and siso 1:oIds i Mistor of Science in "mia;gernent i.^il F.Jr ... l:it'rnii:ariJ31 i.-nit'Crs.1,t S licensed as a U.PA in the State of Fiorid:l ind i i--v :b,or of the AmeriC,ln :id Florida Institlltes of k-l"A's and of the iovornmolit li :ill'"p }ri ic'r5' As"cGiation the United St.3tes and Canada. Lucia A. Dougherty is the City Attorney .and the tormer City Attorney for the City of '9i.ami Beach, Florida. She received her °.:�, Degree fr;gym yr<i:ust Un ivers ity; a M. L. S . Degree from the Univers i ty of O .I Ahom3 , a ... D , ('egrE�ca f ' M Qki:ihoma City University lnd a L.L.`{. Ceoree in Qcean :Iid 1;.o:ist3i i:i from University of `Iiami. She is a member of the Florida ,and Lk ahoma Bars, h:s sk!rvecl as an adjunct professor of law at Nova University and has also served as a lecturer at numerous conferences and seminars. _ `fatty Hirai was appointed City Clerk on September 1, 1'135. Site City's Assistant City Clerk from September, 1976 to .August, 1983. She is a gr:idiit of Edison Hich School :and has completed collage courses :it Pasadena City Coll University of California st Los Angeles, and Hunter :College, New Fork. Sl:e att i specialized courses at Syracuse University and obtainod the three-ytiir Cer.ti i`;i Municipal Clerk Certificate extended by that University. `!s. Hirai is ,.i member the International Institute of Municipal Clerks. IScope of Services and Agency Functions The City provides certain services as authorized by its Charter. -,Ose services include public safety (police and fire), parks and recreational facilities, trash ane. garbage collection, street maintenance, construction and maintenance of storm drain systems, planning and development functions, construction of capital im- provements, and building code, inspection and enforcement services. The Police Department provides a full range of police services, has a uni- formed force of 1,060 and a full-time, permanent civilian component of 424, The Fire Department is rated as Class I and provides a full range of fire protection and emergency services as well as providing a full range of medical and rescue services. The City provides garbage and trash pickup and enforces sanitation requirements. Disposal of trash and garbage is performed by the County under con- tract with the City. The Department of Public Works maintains certain streets and sidewalks and manages construction of sewers and other capital facilities required by the City. The State of Florida and the County are responsible for maintaining most arterial street and all major highways within the City. The Department of Pub- lic Facilities maintains and operates all City owned parks and administers various recreational and cultural programs associated with these facilities. Regional Government Services The following _information and data concerning the County describes the regional government services the County provides for residents of the County, in- cluding residents of the City. ia258 1 0 The County is, in effect, ,a '11;1licirillty with go':ernment;ll pcwP,'S fft3c upon the tGE:Ilt1''5e1':?n .,i ieS in, and ..li'. uni �t:orror_lte(l 9rt'3 of, tCie C,J'.lnty County does not dispI;ice or ropI ice thil t.1`_os Put ;!Ipp'I"M-,' 11L5 them.' -he take over par-iclilar acttvtties of a C.i'Ly's oL)t?rat LOns 1 ) if the se,'v ices fis beIow minlirl.'.m standards sot by the .ird of Cvllilty %O r,ni5ti.0i11'rj of "e _.;)iiflty u:;e "Count)' CG::ml�s1011"�, or t2l with the consent of the ,�U�'Priiiilci body, of the t lty. Sin(:e its, inception, the County 'government h,-is issiimed responsibility for a number of functions, including County wide police services whlCil compiernent mutiici- pal police services within the municipalities, with direct access to the National Crime information Center in Washington. D.C. in Mile F for da Crime :7i - ,a 101 Canter; a uniform system of fire. protection services, xhich complo::lorit fire protection services within ten municipalities :"ind provide fall sorvi'c:e .. protection for seventeen municipalities; a consolidated two-tier Go'.irt �zyit- M pl;r- suant to the revision of Article VI of the Florida Constitution which bi>came ef ec- tine on January 1, 1973; development and operation of a County -wide water and sewer system; coordination of the various surface transportation programs, including the development of a unified rapid transit system; operation of a central traffic trol computer system; the merging of all public transportation systems into a C- ~1_r system; effecting a combined public library system or the County and eighteen ipalities which together, operate the main library, seventeen branches and SiN mobile units serving fort} -four locations; centralization of the property apprais:-11 and property tax collection functions of the County; furnishing data to ;ninicipali- ties, Board of Public Instruction and several state agencies for the purpose of budget preparation and for their respective governmental operations; collection b% the Dade County Tax Collector of all taxes and distribution directly to the respec- tive governmental entities according to their respective tax levies, and prescribing minimum acceptable standards adopted by the County Commission and enforceable throughout the County in such areas as environmental resources management, building and zoning, consumer protection, health, housing and welfare. CREDIT RATINGS The Series 1987 Bonds have received the ratings of "_" from Standard Poor's Corporation and "_" from `body's Investors Service based on the issuance of the municipal bond insurance policy by MBIA. Certain information and materials not included in this Official Statement were furnished to the rating agencies. Generally, rating agencies base their ratings on the information and materials so furnished and on investigations, studies and assumptions by the rating agencies. Such credit ratings reflect only the views of such rating agencies, and an explana- tion of the significance of such credit ratings may be obtained from the credit rat- ing agencies furnishing ,the same. There is no assurance that such credit ratings will continue for any given period of time or that they will not be revised or with- drawn entirely by either or both of such credit rating agencies, if in their respec- tive judgments circumstances so warrant. A revision or withdrawal of any such cre- dit rating may have an adverse effect on the market price of the Series 1987 Bonds. LITIGATION Pending litigation involving claims against the City (including certsin litigation concerning the Complex) is discussed in the City. Attorney's letter at- tacked hereto as Appendix B, which will be updated by the City Attorney in a_letter ■ to hC Sllbmittod it the time of iiliti,11 :iOli.vN1'y Of the SIrio?,i l`17i uccdis. ere is not llow h.'nCilll,a, my lltiy3tion i'i9St1'..lil_,.,it'_ salo, sttance Or (tell ivpvy of the Series InS' 1cntls o. tip l,a\'t.' ;-)T' l i+'c i is?tl 1`\' the (,lt\' 'tif the. Pub IiG JE?1'vice T3.\', In^.11ltilIig tilE_' tr E2lo.;::1Rim,lilaatiO11S i._l:i. Or ' .:r?S:.lOilli?Y tlte prOce dings or .iiithori;*,itioii under:h :le' der, c I`'b �5 :r? to he iSS'ied, ;Y affectl.ng the validity of or sec�ri:--\' }or the ?\';Wilt of ;.t serlos *,98 P"onds i iPe_ Appendix B -- Letter of the City Attorney). Since commencement of construction of the ln.x, hO,,eo or, sel'er.1I Lawsuits concernitlg it have been instituted. Centrust f ilod Stilt all s^I)tet^., VNS3, tti the Circuit Court of the blevent;ll J'ttiic,_11 IrC112L, in ?;7,1 r .t )"it? Cclunty, Florida (Case No. 83-31653), against ''Fiami Center Associ:itos, l:l (,rt t.:� ', 0rie of the Hotel Developer partners Ind The .'oorpe ilymill i'^iiStr :::t iOn t;G;1U':fi\' �ti'ili.li. t t , the general contractor for construction of the Co.^p'tex, c1-liming tilde which, under a Turnkey Design and Development Contract dated May 20, 1980 (ti:e "Turnkey Contract") with the City, was engaged to supervise development of the Convention Center -Garage, negligently failed to supervise Nyman and the architects that designed the Parking Garage and that, as a result, the Parking Garage, i :•can which the Office 'Power has been censtructed, has structilraI deficiencies, arui iI '. MCA has interfered with Centrust' s conLr3ctual relations :;ith :he City, -ind seeiCs damages in an amount in excess of S6.8 million. `ICA has, in Case No. 83-0'"77: ;c in the Circuit Court of the Eleventh Judicial District, brought suit aS-ii-st, mi(i iIl Case No. 83-31683 counterclaimed against, Centrust, challenging Centrust's right to develop the Office Tower and claiming that MCA holds the right to develop the C,ffiZt Tower under a letter agreement dated November 26, 1980. `;CA has also alle`ed (a that it was defrauded of its development rights in connection with the Office Tower, (b) that Centrust required several change orders in connection with the construction of the Parking Garage but refuses to pay for the resultant increased costs, (c) l Centrust has failed to pay the costs of certain design and development improvements to the Parking Garage, (d) that Centrust should indemnify MCA against certain con- struction costs of changes to the Parking Garage and for architect fees related thereto, (e) that changes to the design of the Parking Garage required by Centrust delayed construction of that structure, thus resulting in the loss of advantageous financing by MCA, (f) that MCA has a right to participate in the development of the Office Tower, and (g) that Centrust has breached its obligations under the Tower Lease by failing to timely complete the Office Tower, thereby reducing the economic viability of the Complex. The Hotel Developer seeks damages from Centrust in excess of S17.0 million and has requested the Court to enjoin further development of the Office Tower by Centrust. Case No. 83-31683 and Case No. 83-32772 have been con- solidated by the Circuit Court. In a Complaint filed on May 24, 1984, in the Circuit Court of the Eleventh Judicial Circuit, in and for Dade County, Florida (Case No. 84-18/44), Centrust Savings Bank ("Centrust") sued the City and the County alleging, among other things, that the City and the County made erroneous determinations that the Parking Garage complied with the building code's requirements for fire resistivity. The City has settled that litigation with Centrust pursuant to a Settlement Agreement dated July 23, 1986, and certain improvements have been made to the Parking Garage, at the joint expense of the City and Centrust. In addition, the City has filed a third party complaint against MCA for the failure of the Parking Garage to comply with the building code Spillis Candela and Partners, Inca ("Spillis"), one of the architects for the Parking Garage and Office Tower has filed suit in the Circuit Court of the ,)9 10258 ■ EIevonth .Judici_iI Circuit; in and t'or i13(ie Cotsnt,r, r lot .;ia ;Oise No. against Cent rust, `lCA and 1.`I. Pei iti P.irLners, Anc:L'.,er •ir.,:i,,octlural Cirm, pa\'ITP.I3t Of fees irOm `IC:1 and (t'ntt'ISt `-oI- its ;:t7I-K CII :Ie (7, ;p1P.?:+ in :il!+' defamation by Centrust. Centrust has c^,untel,.i:3imeti ._igaills t. y;�i.liis, liitging ru- �liAence, fraiicl, Cil'l.l theft, d�ti1.7Ii dHf'?'-t1 in ',h@ Irirn:I15 1.3r3 Ind rrE13',_h fiduci.iry duty. On November 14, 1986 , Hyman filed suit in (.lie I? it:'d `=3tcss District t,011117t for the Southern District of Florida (Case No. 56 _3591 ag;i ,ist MCA. •isserti.n;g t1111t Hvman is owed in excess of S700,000 by MCA for its ::ork in constructing the Garage. `ICA has tiled a third par-y Complaint in that act ton 1g,3iIlst the- leging that the City has failed to pay a regilisition in the Mount of S9`i, by `lCA with the City in conIlection with Construction of tale t 3in e re Citv has filed a `lotion to Dismiss the Third Party Complaint and that ?Iotion s ...- rently pending, In addition, disputes between `ICA and Sierra Reflections Corporation ("Sierra"), one of the other partners of the Hotel Developer partnership, `1ivo resulted in litigation filed in the Circuit Court of Dade County (.Case No. -):7- y68L4 CA 2-). MCA has alleged that S3.0 million �,. deposited into the it'o:e Developers operating accounts was a loan which must be repaid. Sierra, on I1t? other h;3nd, claims that the deposit was a nonrefundable contribution tm:ards Ho,tol start-up costs. In a counterclaim Sierra accuses MCA of mismanagement of the Ior-ol and requests an Order removing it from its management position. All of this litigation is in the initial pleading stages and the outcome thereof cannot be predicted at this time. The issue of the right of `ICA to partici- pate in the development of the Office Tower which is at issue in Case No. 83-13!n6 , has been severed by the trial court and will be decided prior to all remail`.: disputes involving the Complex. (It is tentatively set for trial in the Spring of 1987). The City is not a party to this action which is maintained solely betc:een Centrust and MCA. If judgment for damages is entered against MCA or Centrust in any of these suits, the ability of PICA to perform under the Hotel Agreement or of C. P. to per- form under the Tower Lease or of CenTrust Realty to perform under the Ground Floor Lease, as the case may be, could be adversely affected. If MCA is successful in its suit against Centrust (in Case No. 83-32772, consolidated with Case No. 83-31683), further development of the Office Tower by C. P. could be enjoined and PICA could gain some right to participate in the Office Tower. Continued litigation among the partners of the Hotel Developer could adversely affect the operations of the Hotel. CITY OF MIAMI FINANCIAL STATEMENTS The financial statements of the City set forth in Appendix H to this Official Statement have been examined by Coopers & Lybrand, independent certified public accountants, for the fiscal year ended September 30, 1986, as stated in their report to the City Commission dated January 9, 1987, and are an integral part of this Official Statement (see Appendix H, Financial Section of the Comprehensive Annual Financial Report). 30 0 0 APPROVAL OP LEGAL PROCEEDINGS Cert:'lin legal matters inci'.jent to tilt' %' iiid,lty :;f C, io SorL+ s .1137 Snllds i:ld the issuance thereof by the Cite' art., Subject t0 Lite 3piJYOI'iI Of '.:YC?eIlbt'Y,;, ir:3uri, ; Askew, ([of fman, Lipott, RoseIi uc P.A. rend J iti5t l , w se - approvi.Iig opinlcti will he printed on L11e 5erit]s 10S7 Solids. ,t'rt31n c' 31 !7,3tters wl_II be passed on for the City by Ducia A. DJugherty, City .Attorney. ertiin 1-gal matters will be passed on for the. Underwriters by their tiClilnsol, io1 and & 11 io ht, ami, Florida, `fudge Rcse Guthrie Alexander & Ferdon, `;ew Fork, `'ew fork, and Vincent P. `IcGhee, P.A., `Iiami. Florida. TAX EXEMPTION The Internal Revenue Code of 1986, as amended (the "Code"), includes requirements which the City must continue to meet after the issuance of the Series 1987 Bonds in order that interest on the Series 1987 Bonds not be included in gross income for federal income tax purposes. The City's failure to meet these require- ments may cause interest on the Series 1987 Bonds to be included in gross income for federal income tax purposes retroactive to their date of issuance. The City ;ias covenanted in the Trust Indenture to take the actions required by ,.he (:oe in carder to maintain the exclusion from gross income for federal income tax purposes of in- terest on the Series 1987 Bonds. In the opinion of Bond Counsel, assuming continuing compliance by he City with the tax covenants referred to above, under existing statutes, regulations, rul- ings and court decisions, interest on the Series 1987 Bonds is excluded from gross income for federal income tax purposes. Interest on the Series 1967 Bonds is not an item of tax preference for aurposes of the federal alternative minimum tax imposed on individuals and corporations; however, interest on the Series 1987 Bonds is taken into account in determining adjusted net book income (adjusted current earnings for taxable years beginning after 1989) for purposes of computing the alternative mini- mum tax imposed on corporations. Bond Counsel is further of the opinion that the Series 1987 Bonds and the interest thereon are exempt from taxation under the laws of the State of Florida, except as to estate taxes and taxes imposed by Chapter_20, Florida Statutes, on interest, income or profits on debt obligations owned by cor- porations as defined therein. The opinion of Bond Counsel that interest on the Series 1987 Bonds is ex- cluded from gross income for federal income tax purposes is based, in part, on Bond Counsel's- conclusion that the Series 1987 Bonds are entitled to the benefits of the transitional rule in Section 1313(b) of the Tax Reform Act of 1986. Except as described above, Bond Counsel will express no opinion regarding the federal income tax consequences resulting from the ownership of, receipt or ac- crual of interest on, or disposition of the Series 1987 Bonds. Prospective purchas- ers of Series 1987 Bonds should be aware that the ownership of Series 1987 Bonds may result in collateral federal income tax consequences, including (i) the denial of a deduction for interest on indebtedness incurred or continued to purchase or carry Series 1987 Bonds or, in the case of a financial institution, that portion of the owner's interest expense allocable to interest on a Series 1987 Bond, (ii) for taxa- ble years beginning after 1986, the reduction of the, loss reserve deduction for property and casualty insurance companies by 15 percent of certain items, including interest on Series 1987 Bonds, (iii) for taxable years beginning after 1986 and Ea t t , s series before 19." the lI1Cl.1S1c�n of llltE_L'E_Jt C,tl �.,EI'it7 i.)ji ontiS in "modified dift'_rll.itivo minimum taxable income" for purposes )f th.e er:. ,a t>n.a i tax : ;,pose i on tions, (i.v) for taxable vears beginning .lfter lair,, tiie inclusion of interest �n Series 1987 Bonds in the earnings of cert.3in tureign ,_orpor -_ions doing business .n the United States for purposes of ,1 br3nt:h profi:.S _,Ix, rile ncll; i, r)f in terest on Seri.es 1987 Boni s In the } ,.ssi e income -;i',D toc.L ,.o 'Prieral income taxat?t`n of certain Subchapter S .:orporat ioris with Subc.hap-lor [ ?arnings dhd profits 9t 1, he _ close of the taxable year and (vi) the inclusion in gross income of interest on Series 1987 Bonds by recipients of certain Social Se.c.nrity !nd Ra11roid Retiremont benefits. ORIGINAL ISSUE DISCOUNT Under the Code, the difference between the accreted value at maturity of a — Capital appreciation Bond and the initial offering price to the public, excluding bond houses and brokers, at which price a substantial amount of Capital Appreciation Bonds of the same maturity was sold is 'original issue discount." Original iSsu� discount represents interest which is excluded from gross income; however, sucil :n- terest is taken into account for purposes of determining the alternative minimum _ix imposed on corporations and may result in the collateral federal tax consequences described above under Tax Exemption. Original issue discount will accrue over the term of a Capital Appreciation Bond at a constant interest rate compounded in a man- ner similar to that used in computing the accreted value on Capital :appreciation Bonds. A purchaser who acquires a Capital Appreciation Bond in -.his initial offer ing at a price equal to the original principal amount thereof will be treated as receiving an amount of interest excludable from gross income for federal income tax purposes equal to the original issue discount accruing during the period lie hcl,ls such Bond, and will increase his adjusted basis in such Bond by the amount of s"zh accruing discount for purposes of determining taxable gain or loss on the sale or other disposition of such Bond. The federal income tax consequences of the pur- chase, ownership and redemption, sale or other disposition of Capital Appreciation Bonds which are not purchased in this initial offering at the initial offering price may be determined according to rules which differ from those described above. Owners of Capital Appreciation Bonds should consult their own tax advisors with respect to the precise determination for federal income tax purposes of interest ac- crued upon sale, redemption or other disposition of Capital Appreciation Bonds and with respect to the state and local tax consequences of owning and disposing of Capital AppreciationBonds. UNDERWRITING The Series 1987 Bonds are being purchased by Drexel Burnham Lambert Incorporated, Daniels & Bell, Inc., and M Securities Investment, Inc. (collectively, the "Underwriters"). Drexel Burnham Lambert Incorporated is acting as the Representative for the Underwriters to the Bond Purchase Agreement dated I , 1987, among the City and the Underwriters (the "Bond Purchase Agreement"). The Bond Purchase Agreement provides that the Underwriters will purchase all of the Series 1987 Bonds if any are purchased, subject to certain terms and conditions set forth in the Bond Purchase Agreement, the approval of certain legal matters by counsel and certain other conditions. The Underwriters have agreed in the Bond Purchase Agreement to make an initial, public offering of substantially all of the Series 1987 — Bonds to the public at initial offering prices not greater than (or yield not less 32 102* 50 thail) the initl-:i1 pub Iic offeriniy pricos, or ,'lis SR-t: iortll ill I fi ial Statein4ent prHed 11owei'�E,r hat ? .le .zidti .cr "Cr,A 'e ? 0 Q i tle � , 1 ice(, �.S � r 5 .ri coti(:Prtsions to de,Ilers :Arid to Chan,n ti'i }1 11,ti�l1 1,111)1.ic 0f*ering pr4c,-, is ' Underwriters shall Cieom necesS 3ry in k�otinivction with the 1957 Bonds. CLOSING CERTIFICATE Concurrently with the delivery of the Series 1987 Bonds, the City `lanag('r and the Director of Finance will furnish their �,ertifi,ate to the of o c t ',;3t, the best of their knowledge, this Official Statement, as of its cl;iZ0, 1n-i -Is o o , ate of tho dolil'Pry of the Series 1937 Bonds, lid not and does :lot C ?iltiil2 dnV I.' trUC statement of a material tact or C.?iltlt `0 StatP a 11,2.:3t(?ri 11 1*3Ct *.ocessIry tL) the statements contained therein, in the light of the circumstances ullier t?v were made, not misleading. VERIFICATION OF MATHEMATICAL COMPUTATIONS The mathematical accuracy of (a') the mathematical computations of 1,i.t- duacy of the maturing principal amounts and interest earnings therecn of t',,e �i n-) Securities to pay, when due, the principal of, redemption premium, if .iny, anti i..- terest on the Prior Bonds to the date of their redemption on January i, l9c)0, or their earlier maturity, and (b) the mathematical computations supportill- the ccrl(.lu- sion of Bond Counsel that the Series 1987 Bonds are not "arbitrage bonds" within the meaning of Section 148 of the Internal Revenue Code of 1986, as amended, will be verified for the City by Coopers & Lybrand, Miami, Florida, independent ^ertii public accountants. APPROVAL OF OFFICIAL STATEMENT The references, excerpts and summaries of all documents referred to herein do not purport to be complete statements of the provisions of such documents, and reference is directed to all such documents for full and complete statements of all matters of fact relating to the Series 1987 Bonds, the security for the payment of the Series 1987 Bonds and the rights and obligations of the holders thereof. Copies of such documents may be obtained from the City's Director of Finance at 3500 Pan American Drive, Miami, Florida 33133, telephone number (305) 579-6350, or from the City's Financial Advisor, James-J. Lowrey & Co., Incorporated, 180 Maiden Lane, New York, New York 10038, telephone number (212) 363-2000. The information contained in this Official Statement has been compiled from official and other sources deemed to be reliable, and is believed to be correct as of this date, but such information is not guaranteed as to accuracy or completeness by, and is not to be construed as a representation by the Financial Advisor or the Underwriters. Any statement made in this Official Statement involving matters of opinion or of estimates, whether or not so expressly stated, are set forth as such and not as representations of fact, and no representation is made that any of the estimates will be realized. The information and expressions of opinion herein are subject to change without notice and neither the delivery of this Official Statement nor any 33 sale made hereunder shall, naer ihy :irs"mst.l,..'es, .r"ate Any implication 03t. there has been no change in the .at l iirs of e . , the A iLe her -of. t, i i�i ,Liiii .i1Ct) The execution of tills Official Statement has been duly Authorized by :he Commission of the City of Miami, Florida. UncirrvnAy with the Aelivory of the Series 1987 Bonds, the undersigned will furnish his certificate to the effect that, to the best of his knowledge, this Official Statement did not is of its date, ,and does not as of the date of such delivery, contain any untrue statement of a material fact or omit to state a material fact which should be included therein for the pur- poses for which this Official Statement is to be used, or ;.Bich is necessary in or- der to make the statements contained herein, in light of :he circumstances in tihish they were made, not misleading. THE CITY OF MIAh11, FLORIDA AFF;✓�ID a "A" Form of Cpinion of "ond Counsel APPEINDI , „B" Letter of City Attoln,.eY r At,pl;\DIX "C" THE MUNICIPAL 3C\D \SC' A\CE P'JL i ;Y The following information has been furnislie.d by `luni.cia,31 Bond Investors Assurance Corporation ("`1BIA") for use in this Official Statement. Reference s made to the specimen of the MBIA Policy included as part of this .appendix C. The 'lBIA policy unconditionally and irrevocably guarantees t:he full and complete payment required to be made by or on behalf of the C—Ity to the Paying A1;r,:,t or its successor of an amount equal to (i) the parincipal of (either at the statod maturity or by an advancement of maturity pursuant to a mandatory sinking fund payment) and interest on, the Series 1987 Bonds as such payments shall become due but shall not be so paid (except that in the event of any acceleration of the due date of such principal by reason of mandatory or optional redemption or accelerat::)n resulting from default or otherwise, other than any advancement of maturity purs,,:a:,t to a mandatory sinking fund payment, the payments guaranteed by the '•'.BIA policy shall be made in such amounts and at such times as such payments of pri:;cipai woui,i have been due had there not been any such acceleration); and (ii) the reimbursemon!. of any such payment which is subsequently recovered from any owner of the Series 1987 Bonds pursuant to a final judgment by a court of competent jurisdiction that such payment constitutes an avoidable preverence to such owner within the meaning of any applicable bankruptcy law (a "Preference"). The `1BIA policy does not insure against loss of any prepayment premi.z.m which may at any time be payable with respect to any Series 1987 Bond. The `;-IA policy does not, under any circumstance, insure against loss relating to: (i) op- tional or mandatory redemptions (other than mandatory sinking fund redemptions); (ii) any payments to be made on an accelerated basis; (iii) payments of the purchase price of Series 1987 Bonds upon tender by an owner thereof; or (iv) any Preference relating to (i) through (iii) above. The MBIA policy also does not insure against nonpayment of principal of or interest on the Series 1987 Bonds resulting from the involvency, negligence or any other act or omission of the Paying Agent or any other paying agent for the Series 1987 Bonds. Upon receipt of telephonic or telegraphic notice, such notice subsequently confirmed in writing by registered or certified mail, by MBIA or its designee from - the Paying Agent or any owner of a Series 1987 Bond the payment of an insured amount for which is 'then due, that such required payment has not been made, MBIA on the due date of such payment or within one business day after receipt of notice of such non- payment, whichever is dater, will make a deposit, of funds, in an account with Citibank, V.A., in New York, New York, or its successor, sufficient for the payment of any such insured amounts which are then due. Upon presentment and surrender of such Series 1987 Bonds or presentment of such other proof of ownership of the Series 1987 Bonds, together with any appropriate instruments of assignment to evidence the assignment of the insured amounts due on the Series 1987 Bonds as are paid by `iBIA, and appropriate instruments to effect the appointment of MBIA as agent for such ow- ners of the Series 1987 Bonds in any legal proceeding related to payment of insured amounts on the Series 1987 Bonds, such instreuments being in a form satisfactgory to Citibank, L.A., Citibank, N.A. shall disburse to such owners or the Paying Agent payments of the insured amounts due on such Series 1987 Bonds, less any amount held C-1 ��J�� I by the Pay itlg Agent for the o SIIch 1 ls'.Irod .mlotIII is a::d "'ij therefor. `IBIA `IBIA is the principal operating subsidiary of ''1BIA, Inc. The shareholders of `1BIA, Ittc. are Aetna Life and C su:alty Ccmp my ir:d one of ; : s i;r, idiar i«s , Fireman s Fund insurance Company, S;liirsid.:ir: ti of C 1"\:1 Civrpor.at:a.l end Continental Insurance Ccmpanv anti ore of its affiliates. Neither 1'-31A, .nc. nor s shareholders are obligated to p::r the debts of or claims against 11BIA. `1BIA, whic;� commenced municipal bond insurance operations on January 3, 1987, is a limited lia- bility corporation rather than a several liability association. MBIA is domiciled in the State of New York and licensed to do business in various other states. As of December 31, 1986, `1BIA had admitted assets (unaudited) of approki:nateiv SS.;- mi1- lion, total liabilities (unaudited) of tpproximately S"'871 million, and total ::3pital and surplus (unaudited) of dpproxir,dtely 5355 million, in accordance wit},, statutory: accounting practices prescribed or permitted by insurance re ulatory :;lthoriI: s. Copies of 11BIA's financial statements prepared in accordance with statntory accourit- ing practices will be available from MBIA on or :bout 'larch 1, 1987. The address of `IBIA .is •µ5 Hamilton Avenue, White Plains, New York 10601. Some of the shareholders of `1BIA, Inc. are among the members of the Municipal Bond Insurance Association (the "Association"); however, ,'iBIA is a separate and distinct entity from the Association. THE ASSOCIATION 'tlaS Nu L1A511,1".7Y FOR THE OBLIGAITONS OF THE INSURER UNDER THE POLICY. Standard & Poor's Corporation rates all new issues insured by MBIA "AAA" Prime Grade. Moody's Investors Service rates all bond issues insured by `1BIA "A•aa" and short term loans "MIG 1", both designated to be. of the highest quality. Each such rating should be evaluated independently of and other rating. No application has been made to any ohter rating agency in order to obtain additional ratings of the Series 1987 Bonds. The ratings reflect the respective rating agency's current assessment of the creditworthiness of MBIA and its ability to pay claims on its policies of insurance. Any further explanation as to the significance of the above ratings may be obtained only from the applicable rating agency. The above ratings are not recommendations to buy, sell or hold the Series 1987 Bonds, and such ratings may be subject to revision or withdrawal at any time by the rating agencies. Any downward revision or withdrawal of either or both ratings may have an adverse effect on the market price of the Series 1987 Bonds. APPENDIX F SUMMARY OF LEGAL INSTRUMENTS SUMMARY OF TRUST INDENTURE (To come from Greenberg) SUMMARY OF HOTEL AGREEMENT Term The Hotel agreement, dated September 13, 1979, provides for development of the Hotel and the Convention Center and the subsequent lease of air rights above the Convention Center upon completion. The Hotel opened for business on September 14, 1982. The term of the Agreement expires 45 years thereafter. However, the Hotel Agreement may be renewed by the Hotel Developer, upon the same terms and conditions, for an additional 45 years. Rena Under the Hotel Agreement, the Hotel Developer paid the City Base Rent for the initial lease term in the amount of $2,900,000 on the date commercial operation of the Hotel began. "Additional Rent" equal to a percentage of annual "Gross Sales" is to be payable semiannually and is to be calculated as follows: Additional Rent Dollar Volume as a Percentage of Gross Sales of Gross Sales $ 0-$20,000,000 . . . . . . . . .0% $20,000,001-$22,000,000 . . . . . . . . . .1.6% $22,000,001-$24,000,000 . . . . . . 1.9% $24,000,001-$26,000,000 . . . . . . . . .2.2% $26,000,001-$28,000,000 . . . . . . . .2.5% $28,000,001-$30,000,000 . . . . . . . .2.7% $30,000,001-$32,000,000 . . . . . . . . . .3.0% $32,000,001-$34000,000 . . . . . . . .3.2°0 $34,000,001-$36,000,000 . . . . . . . . . .3.3°; - $36,000,001-$38,000,000 . . . . . .3.4% $38,000,001-$40,000,000 . . . . . . . .3.S% $40,000,001-$41,666,667 . . . . . . . .3.6% If annual Gross Sales exceed $41,666,667, the Hotel Developer is to pay Additional Rent to the City in the 0 amount of $1,500,000 eubject to upward adjustn;ent for equivalent increases in the Consumer Frive Lndex `or "he City of Miami (or another %. cmparable index which may be in effect from time to time if said Consumer Price Index is unavailable), using the index for the first year in ,hich Gross Sales exceed S41,666,667 as a base year. "Gross Sales" means, on an annual basis, the sum of (1) gross room rentals, charges or other revenue therefrom; and (2) gross food and beverage sales or service in the Hotel and the Convention Center. Commissions paid on _-oom rentals at a rate normally paid in the operation of a first class hotel are not included in Gross Sales. Additional Rent shall be deferred if there are no funds available to the 'Hotel Developer after the payment of principal, interest and a participation interest under the Developer's first mortgage. However, payment of Additional Rent shall not be deferred in excess of (i) principal, in- terest, and the participation interest required under- the Developer's first mortgage note, effective on the date the Hotel first opens for business; and (ii) prior'Lty return to equity capital investors, which sum shall not exceed $5,300.00 per room per annum. Deferred Additonal Rent is to accrue with interest equal to one-half of one percent (0.5%) above the rate paid by the City on the Prior Bonds. The ag- gregate amount of such accruals of unpaid Additional Rent shall be due and payable by the Hotel Developer to the City at the end of each loth year and at the end of the 45th year after the Hotel first opens for business. If there are any funds available to the Hotel Developer after payment of principal, interest, and the participation interest on the Hotel Developer's first mortgage and there exists unpaid ac- crued Additional Rent for any prior year or years, such funds available shall be applied to the payment of said un- paid acrued Additional Rent. The Hotel Developer is obligated under the Hotel Agreement to contribute a total of $1,200,000 toward the cost of constructing structural support elements, including mechanical, electrical and plumbing in the Convention Center to service the Hotel. This amount is to be paid in five equal annual installments in the amount of $240,000 of which the first payment was made in December, 1983. To date, a total of $960,000 has been paid by the Hotel Developer to the City toward the cost of constructing the support ele- ments of the Convention Center. The Hotel Developer is to make the final payment of $240,000 to the City in December, 1987. 2 10 258 AL ON amount of $1,500,000 Subject to upward adjustment for equi,,,alent increases in the Consuit,er rice ir,dex for t::e City of Miami (or anoO her comparable index which may be in effect from time to time if said Consumer Price index is unavailable), using the index for the first ;.ear in ,.rnich Gross Sales exceed $41,666,667 as a base year. "Gross Sales" means, on an annual basis, the sum of (1) gross room rentals, charges or other revenue th.erefrom; and (2) gross food and beverage sales or ser%,ice in the Hotel and the Convention Center. Commissions paid on `-oom rentals at a rate normally paid in the operation of a first class hotel are not included in Gross Sales. Additional Rent shall be deferred if there are no funds available to the Hotel Developer after the payment of principal, interest and a participation interest under the Developer's first mortgage. However, payment of Additional Rent shall not be deferred in excess of (i) principal, in- terest, and the participation interest required under the Developer's first mortgage note, effective on the date the Hotel first opens for business; and (ii) priority return to equity capital investors, which sum shall not exceed $5,300.00 per room per annum. Deferred Additonal Rent is to accrue with interest equal to one-half of one percent (0.50a) above the rate paid by the City on the Prior Bonds. The ag- gregate amount of such accruals of unpaid Additional Rent shall be due and payable by the Hotel Developer to the City at the end of each loth year and at the end of the 45th year after the Hotel first opens for business. If there are any funds available to the Hotel Developer after payment of - principal, interest, and the participation interest on the Hotel Developer's first mortgage and there exists unpaid ac- crued .additional Rent for any prior year or years, such funds available shall be applied to the payment of said un- paid acrued Additional Rent. The Hotel Developer is obligated under the Hotel Agreement to contribute a total of $1,200,000 toward the cost of constructing structural support elements, including mechanical, electrical and plumbing in the Convention Center to service the Hotel. This amount is to be paid in five equal annual installments in the amount of $240,000 of which the first payment was made in December, 1983. To date, a total of $960,000 has been paid by the Hotel Developer to the City toward the cost of constructing the support ele- ments of the Convention Center. The Hotel Developer is to make the final payment of $240,000 to the City in December, 1987. The rent during tl.e renewal term shall be as ag7reed Upon 1-y the pai-ties to t.:? ~Otel . .Y2.-ee:nent. Offset Rent and all other sums payable by the Hotel Developer are required to be paid without notice, demand, counterclaim, setoff, deduction or defense and without abatement, suspension, deferment, dnl41 I7Ut1Jn Or red'1'tOil except if the Hotel Developer or the Hotel Developer's first mortgagee shall incur any cost or pay any sum anywhere in the Hotel Agreement prescribed to be obligations of the City, in which case the Hotel Developer or the Hotel Developer's first mortgagee shall have a claim against the City which claim shall bear interest thereon at the rate at which funds are available to the Hotel Developer from com- mercial sources, and if not sooner paid, may be offset against Additional Rent. Utilities The City has constructed as part of the Convention Center a plant to produce hot and chilled water sufficient for the needs of the Convention Center and the Hotel The Hotel Developer is to pay to the City on a monthly basis the direct unit cost of hot and chilled water delivered to the Hotel. Each of the parties pays the cost of utility ser- vices to its respective premises or otherwise used by the respective party. Convention Center Facilities The City at its expense is required to operate and maintain the Convention Center and Parking Garage as a first-class convention and conference center and parking garage. I£ the City fails to operate or maintain the Convention Center and Parking Garage in such manner, then the Hotel Developer shall have the right to perform such operation, maintenance, repair or replacement and the Hotel Developer shall be entitled to an appropriate offset against Additional Rent. 3 iQ258. Rights of the Hotel Developer'sMortgagees Should the Hotel D-3%'e lopes s first mortgagee suc:" ceed to the position of the Hotel. Developer, then the payment of Additional Rent shall be deferred to the extent that funds available to the mortgagee from the revenues of the Hotel are insufficient to pay Additional Rent after payme;;t or retention of ( i ) the debt service which Sti' Uld have been due on the Hotel Developer's first mortgage; (ii) all operating expenses and cash reserves required under the Hotel Agreement and the Hotel Marnagement Agreement; and (iii) any other amounts secured by the :Motel Developer #s first mortgage, including, but not limited to, arrearages in debt service and sums advanced by said mortgagee in payment of obligations of the Hotel Developer under said mortgage or the Hotel Agreement. At the end of each year if there are funds available to such mortgagee as determined in the man- ner described above, and there exists unpaid Additional Rent ,which accrued after the Hotel Developer's first mortgagee came into possession of the Hotel, such funds available shall be applied first to the payment of such accrued Additional Rent unt-1 paid in full, then to the payment of Additional Rent currently due. The Hotel Developer's first mortgagee is not obli- gated to pay any money or cure any default of the Hotel Developer by the payment of money or otherwise with respect to (i) any indemnity of the Hotel Developer, (ii) deferred Additional Rent or interest thereon, or (iii) the incremen- tal costs of construction described above. The Hotel Agreement provides that no action by the City to declare a default shall be effective to terminate the Hotel Agreement if any mortgagee shall promptly commence the enforcement of and diligently pursue all rights and remedies legally available to it to correct or cure all defaults (other than defaults which are not within the power of said mortgagee to correct or cure, which defaults shall be deemed waived as to said mortgagee), or if said mortgagee shall promptly commence the enforcement of and diligently pursue all rights and remedies legally available to it to acquire the leasehold estate, and upon acquisition thereof, perform all of the covenants and provisions on the part of the Hotel Developer to be performed during the period of its ownership of the leasehold estate. If the Hotel Agreement shall terminate by reason of the happening of any default, the City is required to give notice thereof to the Hotel Developer's first mortgagee. Upon request of the Hotel Developer's first mortgagee and 0 1025 8 upon payment to the City, of all :nor%eys due and payable by the TIoteI Ue';eIoper under he H,)te1 Acme lent (SuC]ec-1, ;how= ever, to the provisions of and the curing of all defaults thereunder up to the date of such termination *,%hich are within the power of such mortgagee to cure and the perform- ance of all of the covenants and pro*.lisons thereunder up to the date of such termination which are within the cower of said mortgagee to perform) the City is required to enter into with, and deliver a new 'Lease of the leased premises to, such mortgagee for the remainder of the term at ti-.e same Additional Rent and on the same terms, pro�isio;is, and ccn- ditions as contained in the Hotel Agreement. Any mortgagee or any person acquiring the leasehold estate of the Hotel Developer shall have the right to assign such leasehold estate. Upon such assignment, the assignor shall be forever released and discharged from the cbliga- tions of the Hotel Agreement. The liability of any mortgagee, and of any succes- sors or assigns of a mortgagee, shall be 'Limited to the leasehold estate created by the Hotel Agreement. The Hotel Developer agrees it shall not amend or terminate the Hotel Agreement without the prior written con- sent of any holder of any mortgage lien on the 'Leased premises. The City shall not amend or terminate the Hotel Agreement without the prior written consent of the Trustee under the trust agreement securing the [Series 19871 Bonds. Indemnification and Insurance The Hotel Agreement includes provisions concerning the allocation of insurance proceeds between the parties thereto in the event of a loss, and the indemnification of employees of both parties respecting actions, claims or demands asserted against them respecting injury to persons or property damage in connection with the construction or operation of the premises The Hotel Developer and the City are each obli- gated, at their own expense, to carry insurance on the Hotel and on the Convention Center and Parking Garage, respec- tively, pursuant to the requirements therefor set forth in the Hotel Agreement, which requirements [are in substantial conformity with the insurance requirements summarized under the "Trust Indenture --Insurance."] 1.0258 Restrictions on Use The Hotel Developer 1s required -o use and operate the Hotel as a first-class hotel and the Hotel spaces within the Convention Center for the intended purposes and square footages set forth in the Hotel Agreement. In the event gaming is legalized within the State of Florida, Dade County and the City of Miami, it is agreed that the 14otel May be used for such purposes. In such event, the City is entitled to renegotiate the rent provided that any additional rent to the City shall be competiti••e with industry standards in effect for other similar type facilities where such gaming is permitted. The hotel Developer's _ subtenants and concessions shall be only those normally associated with the operation of a first class hotel and convention center. Maintenance, Repair and Replacement ' The Hotel Developer, at its expense, is required to keep the Hotel in good condition and will promptly make all necessary repairs therof. The Hotel Developer is required to establish a reserve for replacements in the minimum amount of $324 per room per year, subject to upward adjustments for any in- creases in the Consumer Price Index for the City of Miami, to provide funds for replacement and repair so that the Hotel will at all times be kept and maintained in first- class condition. The Hotel Developer shall not, without the prior written consent of the City, demolish all or any part of the Hotel, or change the Hotel so as to make it Tess compatible with the operation of the Convention Center. Fire or Other Casualty The Hotel Agreement includes provisions concerning the expenditure of insurance proceeds respecting the repair and reconstruction of the Hotel, the Convention Center and the Parking Garage. 6 ia�5� M Default B THE HOTEL CEVELOPER: The Hotel Developer shall be in default under the Hotel Agreement in the e%rent that: (a) The Hotel Developer fails to pay any sum of money due the City within 10 days after written notice of such failure from the City to t:,e HCtei Developer, or (b) The holder of any indebtedness secured by a lien on the HotelDeveloper's interest in the Hctel shall declare the Hotel Developer to be in default of the terms of such indebtedness, or (c) The Hotel Developer fails to perform any ether covenant of the Hotel Agreement for more than 30 days after the City has given notice to the Hotel Developer of such failure, or (d) The Hotel Developer makes a general assignment to creditors, admits insolvency, petitions for bank- ruptcy or is adjudicated a bankrupt or insolvent or file a petition seeking reorganization, liquidation or dissolution. Subject to the rights of mortgagees of the Hotel Developer, the City may terminate the Hotel Agreement in the event of a default so long as the City delivers written not- ice of such termination to the Hotel Developer setting forth a termination date of the Hotel Agreement which date shall not be less than 60 days from the date of such termination notice and further provided that the Hotel Developer has not cured all of the events of default before the expiration of the said 60 days BY THE CITY: The City shall be in default under the. Hotel Agreement if it shall have failed to construct the Convention Center or the Parking Garage in accordance with the Hotel Agreement. Such a default would entitle the Hotel Developer to terminate the Hotel Agreement upon thirty (30) days written notice. After timely completion of the Convention` Center and Parking Garage, the Hotel Developer's remediesshall be legal actions against the City or the right to perform any obligations of the City and to pursue the recovery of costs in curing such default by legal action. The Hotel Developer may also bring an action against the City for costs attributable to any delay caused by the City. 7 10258 SUMMARY OF UNIVERSITY AGREEMENT term of the Lease The term of the University ,:Treerrent is thirty years, with options on the part cf the ZjniGersity to renew for two consecutive 30-year periods. Rent The University paid $2,500,000 to the City (plus approximately $400,000,00 accrued thereon from an escrow ac- count) as a single pre -payment of rent. No further rent is required to be paid by the University for use of the Conference Center. In consideration for each lease renewal period, however, the University has agreed that it will modernize its equipment and furnishings for the Conference Center within one year of the commencement of *-he lease renewal period, or demonstrate that it has modernized -,lie Conference Center prior to the commencement of the lease renewal term. Related Rental and Use Agreements The University may use the City's facilities at the Convention Center on a scheduled priority basis, and the City may use the University's Conference Center space, teaching staff and the associated equipment provided by the University, on scheduled priority bases at reasonable rates. The University is granted a priority to use at least 300 of the parking spaces in the Parking Garage upon scheduled requests for programmed events, and up to 25 parking spaces are required to be available on a continuous basis for con- venient administrative parking. The University is given the right to scheduled priority as to all facilities of the Hotel for its conferences and visitors and certain other rights as to the Hotel and the Convention Center. Neither the City nor the University are permitted to solicit conferences or conventions which offer educa- tional or other programs similar to any program or conven- tion theretofore conducted by the other party. The City agrees that at no time during the life of the University Agreement or any renewal thereof will it rent space on a _regular and continuing basis to any other institution of higher education for conducting programs which are similar to those which are offered by the University at the Conference Center. Alterations The uni v e r s i t y has agreed to furnish all mnovable furnishings and equipment deeded in the area covered by t:-Ie Unit.-ersity Agreement, including instructional equip ment. in furnishing the Conference Center, the Unl':ersity has the right to establish its own interior design. Maintenance, Operation The University has sole responsibility for manage- ment, scheduling of events and utilization of the space cov- ered by the University Agreement. The City is responsible for maintaining normal security and public safety and for providing custodial and maintenance services for z1e Conference Center. The cost of special security or public safety requirements shall be borne by the party programming the event. The cost of custodial and maintenance services for the area covered by the University Agreement is to be determined annually, and reimbursed to the City. The University is responsible for utility costs ter areas cov- ered by the University Agreement, except that the City is responsible for all utility, security, maintenance or custo- dial costs of the common areas. Right to Assign or Sublease The University is given the right to assign or transfer the University Agreement or to sublease the Conference Center or any part thereof without the prior written consent of the City, provided that the assignee or transferee or sublessee shall be obligated to use the pre- mises for the same purposes for which they can be used by the University under the terms of the University Agreement, and provided further that the City shall have a right of first refusal in the event of a sublease of the entire Conference Center or an assignment of the University Agreement. Insurance The City is required to obtain property insurance covering the replacement cost of the Conference Center, with the proceeds thereof payableto the University, and the University is required to reimburse the City for the cost of such coverage. The University is required to provide its own insurance protection on personal property owned by it. 9 1Q:�S� go W The City and the University is each ,:esponsible for oro-vid- ing public liability rovera e for tine area occunieC.' by` it. Defaults If the City defaults under the terms of the University Agreement, the j.'ni:'ersity is entitled to be paid an amount sufficient to repay the University or to replace the facilities covered by the University Agreement and the amount of income lost by reason of the default. SUMMARY OF TOWER LEASE AGREEMENT Term The initial term of the Tower Lease commenced 19 and shall continue thereafter for 35 years, with options for two additional terms, for an aggre- gate lease term of 90 years, inclusive of the initial term. Rent and Governmental Charges The rent under the Tower Lease is comprised of three possible components. The "First Rent Component" is $150,000 per annum, subject to an annual increase or decrease (but it shall in no event be less than $150,000). Beginning with the second full calendar year after the commencement of the payment of rent under the Tower Lease (the "Rent Commencement Date") and for each year thereafter, the First Rent Component shall be increased or decreased by an amount equal to 70% of the result obtained by multiplying $150,000 by a fraction, the numerator of which shall be the difference in the Consumer Price Index for the City of Miami between the first month of the then current year (or the nearest reported previous month) and the first month of the Base Year (or the nearest reported previous month), adjusted on a consistent basis, and the denominator of which shall be the Consumer Price Index number for the first month of the Base Year (or the nearest reported previous month) For purposes of the First Rent Component the Base Year is the first full calendar year after the Rent Commencement Date: - 10 The "Second Rent Ccmpot ent ,i2all increase _rcim zero to $150, oa0 per a22nam based p on the ac.;2 . ent cf specified levels of occupaI2cy of the ffice Tower, pro%.,ided, however, that the Second Rent Ccmpcnent shall _nCraaSE' to $150,000 in the fifth full. calendar year after the rent Commencement Date, without regard to cccupan y levels. The Second Rent Component is subject to an allnuai increase in the same manner as the First Rent Component except that file Base Year for the purposes of tile Second Rent Cc.-nponellt shall be the fifth full calendar gear after tie Rent Commencement Date. Should a majority of the Qualified Space, as hereinafter defined, for any reason not be used for Trade Purposes, as hereinafter defined, in any calendar year after the fifth calendar year from the Rent Commencement Date, C.P. is required to pay to the City the Third Rent Component. The "Third Rent Component" shall be $ " 5 , 0 0.510, in the event that less than a majority of t"he Cualified Space is being used for Trade Purposes, and shall increase Proportionately to a maximum of 5150,000, in the even that all of the )ualified Space is not being used for Trade Purposes, subject in all cases to adjustments based on the Consumer Price Index. C.P. is required to pay monthly installments of rent based upon the rent, as adjusted, for the previous calendar year. C.P. is also required to pay the total amount of all Governmental Charges, and if such Governmental Charges are not separately assessed, C.P. is required to pay its fair and equitable portion of such Governmental Charges. "Governmental Charges" are defined as real estate taxes, water and sewer rents, rates and charges and other govern- mental charges, impositions and assessments which may charged, imposed or assessed on real or personal property or any improvement thereon, provided, however, that such charges, impositions or assessments are part of a comprehen- sive scheme of assessment of general applicability to like owners or tenants within the City. C.P. must also pay for all heat, light, water, gas and any and all other services used in connection with the Office Tower. The City is required, at its expense, to provide utility, sewer, water and like connections to the service core area of the Office Tower. Except as expressly provided under applicable law or in the Tower Lease, the amount of rent, Governmental Charges aiid all other suns payable by C.P. shall not be abated, reluced, abrogated, wai':ed, Bimini Stied or _,'Iherwise modi."'ied in any manner or to ant extent whatsoever. Use C.P. is required to use its best efforts to cause a majority of the 0ualified Space (Qualified Space being ap- proximately 600, of the space in the Office Tower) to be used for Trade Purposes, meaning purposes related directly or . n- directly to international banking, law, finance, insurance, transportation, communications, government, technology, trade, tourism, import and export business and other inter- national business and activity. C.P. must provide written reports to the City of its leasing efforts, information about tenants and such other information as the City may reasonably request to determine whether Qualified Space has been used for Trade Purposes. Construction If C.P. fails to complete construction of the Office Tower within the respective time required by the United States Department of Housing and Urban Development under its agreement with the City providing for the UDAG Grant for the Parking Garage, and such failure is not caused by the City, C.P. is required to pay to the City an amount equivalent to the amount of said UDAG Grant that is not paid or that the City must refund by reason of C.P.'s failure to complete such construction within the time required under said agreement. Operation and Maintenance of the Office Tower and Parking Garage C.P. is required to operate and maintain the Office Tower in good order, condition and repair, normal wear and tear and damage by fire and other casualty or taking excepted. The City shall operate and maintain the Parking Garage and all facilities therein, including those appurten- ant to the Office Tower, in good order, condition and repair, normal wear and tear and damage by fire and other casualty or taking excepted. - Insurance and Indemnification C.P. and the City are each ouilCred to carry in- surance on the Office Tower and the Parking Garage, respec- tli`ely, pursuant to the requirements therefor set forth in the Tower Lease, which requirements are in substantial cone- formity with the insurance requirements described in this Official Statement under the caption " `:.mm;,ary of ti;e T gust Indenture-- Insurance." The Tower Lease includes provisions concerning the allocation of insurance proceeds between the parties thereto in the event of a loss, and the indemnification of officers, agents and employees of the City and C.P. respecting ex- penses, claims or actions asserted against them in ccnnec- tion with the construction and operation of the Office cwer and Parking Garage. Damage The Tower Lease includes provisions concerning the expenditure of insurance proceeds respecting the repair and reconstruction of the Office Tower and the Parking Garage, and the abatement of rent and other charges due in the event the Parking Garage is damaged by fire or other casualty and such damages interfered with C.P.'s use of the Office Tower. Condemnation The Tower Lease includes provisions concerning the rights and liabilities of the parties under the Tower Lease in the event all or part of the Office Tower or the Parking Garage is taken under an exercise of the power of eminent domain. Assignment, Subletting, Mortgaging C.P. has covenanted (a) not to assign or otherwise transfer the Tower Lease or the term and estate thereby granted, (b) not to allow the Office Tower to be used, occu- pied or utilized by anyone other than C.P. except as provided in the Tower Lease, and (c) not to mortgage, pledge, or encumber C.P.'s leasehold interest in the Office Tower or any part thereof, in any manner by reason of any act or omission on the part of C.P. without in each in- stance, obtaining the prior written consent of the City. The City shall not withhold its consent to (i) a mortgage of 13 1Q:�58� C.P.'s leasehold interest by mortgage to a reputable lease- hold mortgagee, or (ii) an assi-7nme.nt, sublease or oti.er transfer to a reputable cDrporation or ot;7er entity, if in tine case of either (i) or (ii) above, such leasehold mnort- gage or transferee, at the time of making such amcrtiaae or transfer, is reasonably determined by the City to .nave, af= ter taking into account a reasonable projection of rental income from the Office Tower, Iiet worth su.1-'JLc nt ay the rent and operate and maintain the Office Tower, sub -pact to exceptions set forth in the Tower Lease. C.P. 'ias covenanted not to assign, sublet or trans- fer its interest, until substantial completion of construc- tion of the Office Tower unless such transfer is required as a result of regulatory action by any governmental agency having jurisdiction over sa%�i;igs and loan associations. Further, C.P. has covenanted not to assign, sublet or trans- fer its interest after substantial completion of construc- tion of the Office Tower unless, at such time, C.P. pays to the City an amount that is the lessor of (a) the ":et Proceeds", or (b) $4,104,000, with respect to a transfer during the calendar year in which substantial completion of construction occurs, and, with respect to a transfer in any of the next ten years after substantial completion of con- struction occurs, an amount equal to $4,104,000 less $410,400 for each year that has passed since substantial completion of construction has occurred. All Net Proceeds received by C.P. after the City has been paid such amount shall be retained by C.P. This provision does not apply to - transfers subsequent to an initial transfer by C.P., so long as such initial transfer was made at "arms -length" with a non-affiliated transferee. "Net Proceeds" are defined as Urban Development Action Grant Provisions Provisions prescribed by the United States Department of Housing and Urban Development with regards to the Urban Development Action Grant made by such Department to the City have been included. Default BY C.P.. Under the Tower Lease, the C.P. shall be in default in the event that: (a) C.P. shall fail to pay any rent or other sum of money due within 30 days after notice 14 of such delinquency from the City to C.r., or (b) C.P. snail fail to cbser%*e any other requlre ient of the 1oyler Lease for a pericd of 60 days after notice of such failure from the City to C.P.; provided, hc_wever, that if such failure cannot be cared within 60 days, C.P. s1iall have the right to com- mence to cure such default -4it-hin said 60 days and to proceed with reasonable diligence in pursuit of such cure. In such event- the 60-day period sBail be extended until. such time as reasonably necessary to enable C.P. to ;.;ire such default. The City may terminate the Tower Lease upon giving 5 days' notice (after the expiration of the initial grace period) to C.P. in the event of such default. The City's right to terminate is, however, subject to the rights of any mortgagee of C.P. Upon termination of the lease by the City, she City may reenter and take possession of the demised premises, remove all persons and their property from the demised pre- mises, including tenants and sub -tenants of C.P. :ion;ever, the City Manager may from time to time execute non disturbance agreements for the benefit of C.P. or its suc- cessors and assigns. The City may also collect the rent from any tenant or sub -tenants -in the event of default of C.P. C.P. shall pay to the City upon demand all expenses the City incurs in repossessing and reletting the Office Tower including reasonable attorneys' fees, brokerage fees and commissions and other costs incurred in restoring the demised premises to good order or condition. The City may also collect from C.P. the amount of past due rent with interest: DEFAULT BY THE CITY: The City shall be in default under the Tower Lease if it shall fail to perform any of its covenents, agreements or obligations under the Tower Lease and if any such default shall not be cured, as to any default resulting from the nonpayment of money, within 30 days after C.P. delivers not- ice of such default to the City or as to any other default, within 60 days after C.P. delivers such notice to the City. However, such 60-day period shall be extended in the event that diligent pursuit of the cure of the default would not be successful within the 60-day period. In the event of such default (after the expiration of the applicable grace period), C.P. shall be entitled to the writ of mandamus, in- junction or other similar rel-iel against the City, its of - ricers, agents or representatl':es in their official capacity brit not personally, and the t-i .:Tiit to maintain any and all actions at law for damages or suits in equity of other proper proceeding to enforce the curing or remedying of such default. Fights of the C.P.'s Mortgagee The City agrees to accept performance and ccm pliance by any leasehold mortgagee of and with any term, covenant, agreement, provision or Limitation on C.P.'s part to be kept, observed or performed by C.P. If a leasehold mortgagee shall acquire the leasehold estate by foreclosure or otherwise, then, in such event, the Tower Lease shay_ continue in full force and effect so long as the leasehold mortgagee is not in default thereunder. The leasehold mort- gagee shall become liable and be fully bound by the provi- sions of the Tower Lease; provided, however, that the lease- hold mortgagee shall not be bound by or be liable under the provisions of tre Tower Lease for the period of time prior or subsequent to the period of time during which it holds the leasehold estate, except as provided below. The City agrees that following an event of default it will take no action to terminate the Tower Lease nor to reenter and take possession unless it shall first give each leasehold mortgagee notice specifying such event of default and stating the City's intentions. Notwithstanding such notice, the Tower Lease shall not be terminated nor shall the City reenter and take possession if (i) such event of default can be cured by the payment of a fixed monetary amount and within 20 days after the date such notice is given any leasehold mortgagee shall make such payment, or (ii) such event of default can be cured with the exercise of reasonable diligence by a leasehold mortgagee after obtain- ing possession and the leasehold mortgagee, within 30 days after the date such notice is given, commences such proceed- ings as it may deem necessary to obtain such possession and thereafter diligently prosecutes such action and promptly upon obtaining such possession commences (and thereafter diligently pursues) the curing of such default. In the event of the termination of the Tower Lease prior to its stated expiration date, the City shall give all leasehold mortgagees notice of such termination and shall enter into a new lease on the same terms with a leasehold mortgagee or with an assignee, designee or nominee of such mortgagee or, for the remainder of the term effective, .. .—.:: .., .,. ,.r... ..:.�<:: v'M1•i+::or )?.:.v^?�]?iFi".,%!oS!�i4^�'4f.T'fA'Av�1P,4'CF�,,.:�MkM1i'fl. _ .... provided such conditions Lease are satisfied. therefor set forth in the Tower The Tower tease canI;ot Ce modified, amended, sur- rendered, canceled or wholly or partially terminated by C.P., nor ,hall any waiver of C.P.'s rights thereunder or any approval or consent of C.P. required thereunder be ef- fecti-,:e, Without the written consent of each leasehold mort- gagee whose name and address shall have been furnished to the City. SUMMARY OF GROUND FLOOR LEASE Term Pursuant to the Ground Floor Lease, the City leases to CenTrust Realty approximately 18,700 square feet of retail space and the north arcade and certain easement rights in the south arcade, all of which are located on the ground floor of the Parking Garage. The original term of the Ground Floor Lease expires July 1, 2015. CenTrust Realty has two options to renew the term of the Ground Floor Lease -- one for 30 years and the other for 25 years. Uses CenTrust is permitted to use the leased premises for any purpose which is not one of the enumerated "Prohibited Uses". The list of Prohibited Uses includes, but is not limited to, adult book stores and theaters; amusement centers; sale automobile parts, equipment or tires; barbeque,stands; billiard or pool rooms; pet stores or hospitals; electrical appliance stores; convenience groc- ery stores; health clubs or studios; lodging; locksmiths; night clubs; pubs or bars not used in conjunction with a restaurant; second hand stores not including antique or quality collectibles stores; sharpening and grinding shops; casino gambling or games of chance but not including the sale of lottery tickets; and any illegal business. Rent The annual "Base Rent" for "Leaseable Retail Space" is $17.50 per square foot payable monthly in advance. The square footage of "Leaseable Retail Space" includes the 17 1Q 5C2 proI.-ided such conditi ns Lease are satisfied. therefor set icrth in the mower The Tower Lease cannot be :Modified, amended, sur- rendered, canceled or wholly or partially terminated by C.P., nor shall any waiver of C.P.'s rights thereunder or any approval or consent of C.P. required thereunder be ef- fective, without the written consent of each leasehold mnorti gagee whose name and address shall ha%-e been furnished to the City. SUMMARY OF GROUND FLOOR LEASE Term Pursuant to the Ground Floor Lease, the City leases to CenTrust Realty approximately 1S,700 square feet of retail space and the north arcade and certain easement rights in the south arcade, all of which are located --n the ground floor of the Parking Garage. The original term of the Ground Floor Lease expires July 1, 2015. CenTrust Realty has two options to renew the term of the Ground Floor Lease -- one for 30 years and the other for 25 years. Uses CenTrust is permitted to use the leased premises for any purpose which is not one of the enumerated "Prohibited Uses". The list of Prohibited Uses includes, but is not limited to, adult book stores and theaters; amusement centers; sale automobile parts, equipment or tines; barbeque stands; billiard or pool rooms; pet stores or hospitals; electrical appliance stores; convenience groc- ery stores; health clubs or studios; lodging; locksmiths; night clubs; pubs or bars not used in conjunction with a restaurant; second hand stores not including antique or quality collectibles stores; sharpening and grinding shops; casino gambling or games of chance but not including the sale of lottery tickets; and any illegal business. Rent The annual "Base Rent" for "Leaseable Retail Space" is $17.50 per _square foot payable monthly in advance. The square footage of "Leaseable Retail Space" includes the "footprint" of any Autcmatic: ell'er i achlnes Or slmi ar i at'ill -y of CenT rtl st F,,.e -_ �.1 Or Its _ i:: .. e.. sae .ti iii �.il a J e located in tile north arcade or the out1l Tle Base Rent shall be adjusted in the second leased %ear and each year thereafter based upoIl chan�jeS i21 a;e �vnsliiiler rice Index, usincl the year 1967 as a base of 100. The Base :gent sha11 be adjusted in accordance with the f"oilow4na pro %ti si0lis : ( i ) The Consumer Price index as of first aay of the first month after November 30, 1936 (the "Rent Commencement Date") shall he desig- nated the Base Price Index. (ii) The Consumer Price Index for the first day of the first month of the second full Lease Year after the Rent Commencement Date and subse- quent lease years s:1aL1 be designated the Comparison Price Index. (iii) Promptly after ;.he end of the second lease year after the Rent Commencement Date, and at the end of each lease year thereafter, the Base Rent shall be adjusted by adding to the Base Rent seventy - percent (7W') of the sum computed by multiplying the Base Rent by the fraction which has a numerator of the Comparison Price Index minus the Base Price Index and a denominator of the Base Price Index. (iv) Any adjusted rent, determined as stated above, shall be retroactive for the prior lease year and shall continue to be payable until readjusted. (v) No such adjustment shall reduce the annual Base Rent below $17.50 per square foot of Leaseable Retail Space. As additional payments due under the Ground Floor Lease, CenTrust Realty shall pay all real and personal property taxes, taxes on rent payable under the Ground Floor Lease, public assessments or other public charges including but not limited to electric, water, sewer, rents, rates and charges levied, assessed or imposed by any public authority against the leased premises. 18 iQ258 Services The City is CL11gated to the fo_lowinla ser- vices t0 CCenTrits t Realty: aut—o-matically -perated garage elevator service, stairwells, electricity, -,,later and elec- tricity for air conditioning which CenTrust Realty m.a at its option install in the south arcade. The City is required to reimburse CenTrust Realty for any ext- acrdina*y janitorial ser ices required due to special a':°e:it5 and traf- fic through the leased premises. Also the City has agreed to provide approximately 50 parking spaces in t1ne Fa:k ng Garage for use in conjunction with '"lie leased premises. Construction of Improvements CenTrust Realty is required to diligently curs.,e construction of improvements to the leased premises. Furthermore, upon the completion of such construction, CenTrust Realty is required to deliver to the City an affi davit verifying that the cost of such improvements to the store fronts and the arcades is not less than $S00,00C. After construction of the improvements, CenTrust Realty shall operate and maintain the leased premises and the south arcade in good order, condition and repair similar to fir -St class retail facilities and prime commercial office lcca tions in major cities in the United States. Additional Rent Provisions Any payment of rent which is more than 15 days past _ due shall accrue interest at a rate equal to the prime rate of from the date such payment is due until paid. Any overpayment of rent as adjusted shall be either repaid to CenTrust Realty within 30 days after the end of the lease year for which such rent was paid or credited to the next rental payment, at the option of CenTrust Realty. If there is an underpayment of rent, CenTrust Realty shall pay the City the amount of such deficiency within 30 days of the City's notification of such deficiency. Failure of the par- ties to agree to the existence or amount of any overpayment or underpayment shall be resolved by arbitration. Insurance CenTrust Realty is obligated to keep and maintain insurance covering all of the leased premises. Such in- surance shall have a limit of liability of $1,000,000 per occurrence and shall include coverage for contractual lia- bility, products and completed operations liability and per- sonal injury liability. The policy shall be endorsed to the City and the City's Cepartment of Offstreet Parking as addi- tional insureds. Further, CenTrust Realty has covenanted that it shall hold harmless and indemnify and defend the City from and against all claims, suits, actions, damages or causes of action arising during the tCerm :,f the lease for any personal injury, loss of life or damage to the property sustained on the leased premises as a result of CienTrust Realty's occupancy thereof. Damage If the south arcade or any part thereof is des- troyed by fire or other casualty then regardless of whether such damage or destruction is covered by insurance, CenTrust Realty, at its own expense, is required to repair, restore or rebuild the leased premises, the south arcade or any por- tion thereof to substantially the condition existing before such damage or destruction. In the event of damage or des- truction to the Parking Garage, the City, at its own ex- pense, shall restore or rebuild the Parking Garage and such appurtenant facilities to substantially the condition exist- ing before such damage or destruction. If the damage or destruction to the Parking Garage materially interferes with CenTrust Realty's use of the leased premises, then rent and other charges payable by CenTrust Realty under the lease shall abate proportionately for the period in which there is a material interference with its use of the leased premises. If the City and CenTrust Realty cannot reach an agreement as to the material interference or proportionate abatement of rent, said dispute shall be submitted to arbitration. Rent shall not abate for damages by fire or casualty to the leased premises. Assignment, Subletting and Mortgaging CenTrust Realty has covenanted not to assign or transfer the lease or sublet the leased premises or mortgage or pledge its leasehold interest in the leased premises without the written consent of the City Manager in each instance. The City Manager may not withhold or qualify or delay his consent to a mortgage, pledge or encumbrance of CenTrust Realty's leasehold interest by mortgage to an in- stitutional leasehold mortgagee or resulting from a foreclo- sure or assignment to a person, corporation or other entity which is reasonably determined by the City to have a net 20 occurrence and shall inciude fcor cOcitract1.1aI Llay bility, products and completed cpezati--ns 1sabi ity and per- sonaI in4lry liaLility. 'lhe policy shall be endorsed to the City and the City's Department of Offstreet arking as addi- tional insureds. Further, CenTrust Realty has covenanted that it shall hold harmless and indemnify and defend the City from and against all claims, suits, actions, damages or causes of action arising during the term of t.e lease for any personal injury, loss of life or damage to `he prOperty sustained on the leased premixes as a result of GeilTrust Realty's occupancy thereof. Damage If the south arcade or any part thereof is des- troyed by fire or other casualty then regardless of whether such damage or destruction is covered Dy insurance, CenTrust Realty, at its own expense, is required to repair, restore or rebuild the leased premises, the south arcade or any por- tion thereof to substantially the condition existing before such damage or destruction. In the event of damage or des- truction to the Parking Garage, the City, at its own ex- pense, shall restore or rebuild the Parking Garage and such appurtenant facilities to substantially the condition exist- ing before such damage or destruction. If the damage or destruction to the Parking Garage materially interferes with CenTrust Realty's use of the leased premises, then rent and other charges payable by CenTrust Realty under the lease shall abate proportionately for the period in which there is a material interference with its use of the leased premises. If the City and CenTrust Realty cannot reach an agreement as to the material interference or proportionate abatement of rent, said dispute shall be submitted to arbitration. Rent shall not abate for damages by fire or casualty to the leased premises. Assignment, Subletting and Mortgaging CenTrust Realty has covenanted not to assign or transfer the lease or sublet the leased premises or mortgage or pledge its leasehold interest in the leased premises without the written consent of the City Manager in each instance. The City Manager may not withhold or qualify or delay his consent to a mortgage, pledge or encumbrance of CenTrust Realty's leasehold interest by mortgage to an in- stitutional leasehold mortgagee or resulting from a foreclo- sure or assignment to a person, corporation or other entity which is reasonably determined by the City to have a net worth sufficient "o pay the relit ind operate and :mainta zi the Leased premises as required in the round Floor �e3Se Nondistutbance The City upon the request of CenTrust Realty shall enter into agreements with one or more of ::le sublessees of the leased premises, agreeing that in the event cf a termi- nation of the Ground Floor Lease, tree possession of sub- lessees and the enjoyment of all rights and privileges under the Ground Floor Lease and their respective subleases shall not be disturbed so long as such sublessees shall agree to attorn to the City and execute and deliver to the City such instruments as may be required to confirm such attornment, Default CenTrust Realty shall be in default under the Ground Floor Lease if it shall fail to pay any rent or any other sum of money due and payable within 3C days after Written notice from the City or if CenTrust Realty shall fail to perform any requirement of the Ground Floor Lease ether than the non-payment of money and such failure shall continue for 60 days after written notice from the City; provided, however, that if such failure cannot reasonably be cured within 60 days, CenTrust Realty shall have the right to commence to cure such default within such 60 days and proceed with reasonable promptness and diligence and in such event such 60-day period may be extended for such time as may reasonably be necessary to remedy the default. Upon the occurrence of any default the City may terminate the Ground Floor Lease upon giving not less than 10 calendar days writ- ten notice to CenTrust Realty, after the expiration of the applicable grace period, together with notice and an oppor- tunity to cure to any leasehold mortgagee. If the default is not cured within the period set forth in the _second not- ice, then all the right, title and interest of CenTrust Realty under the Ground Floor Lease shall terminate and CenTrust Realty shall surrender the premises to the City. Upon termination of the Ground Floor Lease the City may re-enter and take possession of the premises. Subject to the terms of any nondisturbance agreement, the City may remove any and all persons and their property from the leased premises without being liable at any action by reason of such removal. The City shall have the right to collect and retain all rents and income and profits from the leased _premises. In the event of a termination of the Ground Floor 21 10258. Lease by the City, CenTrust Realty shall pay to the City within 30 darts of writteIn demand therefor, all reasonable e �penses which the City ;nay have incurred in restoring the premises to good order and c ndition, all past due rents or other sums owing to the City from CenTrust Realty under the Ground Floor Lease, interest con the delinquent payments. The City may also recover from CenTrust Realty ti,e difif erence between the amount of Lent which 'would be due and ow- ing tinder the Ground Floor Lease and any rent for which ti:e City is able to contract in reletting the premises after termination. Rights of Leasehold Mortgagees The City has agreed to accept the performance by any leasehold ;mortgagee of the terms, covenants and agreements of CenTrust Realty under the Ground Floor Lease. If a leasehold mortgagee shall acquire the leasehold estate in the leased premises by foreclosure or otherwise, them in such event the Ground Floor Lease shall continue in full force and effect so long as the leasehold mortgagee is not in default thereunder. For the period during which the leasehold mortgagee or any purchaser in foreclosure of the leasehold mortgage holds the leasehold estate, the leasehold mortgagee for such purchaser shall become liable and be fully bound by the provisions of the Ground Floor Lease; provided, however, that the leasehold mortgagee or other such purchaser shall not be bound or liable for the period of time prior to or subsequent to the period during which it holds the leasehold estate. The City has agreed that after an event of default it will take no action to terminate the Ground Floor Lease or reenter and take possession of the premises unless it shall first give notice to the leasehold- mortgagee spe- cifying the event of default and stating the City's inten- tion to either terminate the Ground Floor Lease or reenter and take possession of the leased premises. Notwithstanding such notice, the City shall not terminate the Ground Floor Lease or re-enter and take possession of the leased premises if such an event of default can be cured by payment of a fixed monetary amount within 20 days after the date such notice is given and any leasehold mortgagee shall make such payment, or such event of default can be cured with the exercise of reasonable diligence by a leasehold mortgagee after obtaining possession of the leased premises and the leasehold mortgagee within 30 days after the date of such notice, _commences such proceedings as it may deem necessary to obtain such possession and diligently prosecute such ac- 2 2 I tion and promptly proceeds to vUre suc1i default. In the e`._ent of termination Of t; - GrC."nzi Lease bei`Jre its Stated expiration date, tII ity is re aired to iVe all leasehold mortgagees notice of s-uzh termiI:ation and may, at its discretion, enter into a new lease of lle leased pre- - mises with the a leasehold-,�.crtgagee DEFAULTS EY THE CITY If the City shall fail to observe or perform any of its covenants or obligations under the Ground Floor Lease and if such covenants shall not be cured as to any default resulting from the nonpayment of money within 30 days after notice from CenTrust Realty to the City specifying the default, or as to any other default within 60 days after CenTrust Realty shall deliver notice of such default tc the City, or in the case of any default not resulting from the nonpayment of money which cannot with diligence be cured within such 60-day period, if the City shall fail to proceed promptly to cure the same and t1hereafter prosecute the cur- ing of same with reasonable (iiligence, then CenTrust Realty shall have a right to elect and pursue a writ of mandamus, injunction or other similar relief against the City and its officers, agents or representatives in their official ca,a- cities but not personally, or to maintain any and all ac- tions at law for damages or suits in equity or other proper proceedings to enforce the curing or remedying of such default on to arbitrate the limited number of disputes which are subject to arbitration under the Ground Floor Lease. At END I X "G 1° Additional Financial Information Relatincg to the City of Miami L O�lOit 1C and DemoCi aphis Data ArrEINDIX '� I Financial Section of tiie comprehensive Annual Firiancial Report FORM OP APRROM0 OPN 8MRV, TRAURtO t ASKM h t�MAM LIPOP t 9099M & OUENT'SL, R.A. 1987 _ The Commission of The City of Miami Miami, Florida The City of Miami, Florida Special Revenue Refunding Bonds, Series 1987 Dear Commissioners: We have acted as bond counsel in connection with the issu- ance and sale by The City of Miami, Florida (the "City") of its Special Revenue Refunding Bonds, Series 1987, initially issued and delivered on this date (the "Series 1987 Bonds") pursuant to the Constitution and laws of the State of Florida, particularly the Municipal Home Rule Powers Act (Chapter 166, Florida Statutes, as amended) and the Charter of the City (Chapter 10847, Special Laws of Florida, 1925, as amended) (collectively, the "Act"), Ordinance No. duly adopted by the Commission of the City (the "Commission") on April 23, 1987 (the "Bond Ordinance") d T t I n d re dated as of Ma 1 1987 (the "Trust aa n rus en t u y Indenture") between the City and Florida National Bank, as trustee. i The Commission of The City of Miami, Plotida , 1987 Page 2 The Series 1987 Bonds are being issued for the purposes of (i) advance refunding all of the City`s Convention Center and Parking Garage Revenue Bonds dated July 1, 1980 and originally issued on August 7, 1980 in the aggregate principal amount of $60,000,000 and (ii) paying certain costs associated with the issuance of the Series 1987 Bonds. The Series 1987 Bonds are issuable as fully registered current interest bonds in denominations of $5,000 or any integral multiple thereof and as fully registered capital appreciation bonds in original principal amounts that will result in accreted values at maturity of $5,000 or any integral multiple thereof. The Series 1987 Bonds, are redeemable upon the terms and conditions and in the manner stated in the Trust Indenture. In order to secure the payment of the Series 1987 Bonds, and subject to the terms of the Trust Indenture, the City has pledged to the Trustee for the benefit of the owners of the Series 1987 Bonds, and granted to the Trustee for the benefit of the owners of the Series 1987 Bonds► a lien upon and a security interest in: (i) the Net Revenues (as defined in the Trust Indenture); (ii) a lien on the proceeds of the Pledged Portion of Public Service Tax Revenues (as defined in the Trust Indenture); and (iii) all money and securities held or to be held in the Sinking Fund established under the Trust Indenture, except for any moneys required to be rebated to the United States of America (collectively, the "Trust Estate"). Payment of the Series 1987 Bonds is additionally secured by a municipal bond insurance policy issued by Municipal Bond Investors Assurance Corporation on the date hereof, which guarantees the scheduled payment of principal of and interest on the Series 1987 Bonds under the terms contained in said insurance policy. In rendering the -opinion in paragraph number 4 below, we have assumed continuing compliance with the requirements of the Internal Revenue Code of 1986 (the "Code"), with which the City must comply after the issuance of the Series 1987 Bonds in order that interest on the Series 1987 Bonds not be included in gross income for Federal income tax purposes. The City's failure to comply with such requirements may cause interest on the Series 1987 Bonds to be included in gross income for Federal income tax purposes retroactive to the date of issuance of the Series 1987 Bonds. The City has covenanted in the Trust Indenture to comply with such requirements. 1�:�58 The Cotttm i ss ion r, c%The City of Miami, • c lorida , 1987 Page 3 We have examined the Act, the Trust Indenture, the Bond Ordinance and such certified copies of the proceedings of the City and of such other documents as we have deemed necessary to render this opinion. We also have examined one of the Series 1987 Bonds as executed and authenticated. As to questions of fact material to our opinion, we have relied upon representations of the City furnished to us, without undertaking to verify such representations by independent investigation. Based on the foregoing, we are of the opinion that: 1. The City is duly created and validly existing as a municipal corporation of the State of Flor.idai with the power to adopt the Ordinance and to enter into the Trust Indenture, to perform its obligations thereunder and to issue and sell the Series 1987 Bonds. 2. The Ordinance has been duly adopted by the City. The Trust Indenture has been duly authorized, executed and delivered by the City. The Trust Indenture creates a valid pledge of, lien upon and security interest in the Trust Estate and constitutes a valid and binding obligation of the City, enforceable against the City, in accordance with its terms. 3. The issuance and sale of the Series 1987 Bonds have been duly authorized 'by the City and the Series 1987 Bonds con- stitute valid and binding special limited obligations of the City, payable in accordance with, and as limited by, the terms of the Trust Indenture. 4. Under existing statutes, regulations, rulings and court decisions, interest on the Series 1987 Bonds is excluded from gross income for Federal income tax purposes. Furthermore, interest on the Series 1987 Bonds is not an item of tax prefer- ence for purposes of the Federal alternative minimum tax imposed on individuals and corporations; however, interest on the Series 1987 Bonds is taken into account in determining adjusted net book income (adjusted current earnings for taxable years beginning after. 1989) for purposes of computing the alternative minimum tax imposed on corporations. we express no opinion regarding other Federal tax consequences resulting from the ownership, receipt or accrual of interest on, or disposition of the Series 1987 Bonds. 5. Solely with respect to the Series 1987 Bonds issued as capital appreciation bonds, the difference between the accreted ew�mvrv-eai�!,�nant'^r,Tnwa�er-dun .ei'fua '•�:*�^i.�,'a4T � Ya%cl,'^:,F`i ac .,{.S+!^i54�"'3:N^S^..w�'vrtN:F ervnvuai..... .' The Commission c he City of Miami, lorida , 1987 Page 4 value at maturity of such a Series 1987 Bond and the initial offering price to the public, excluding bond houses and brokers, at which price a substantial amount of such Series 1987 Bonds was sold, is "original issue discount". Original issue discount represents interest which is excluded from gross income for Federal income tax purposes; however, such interest is taken into account for purposes of determining the alternative minimum tax imposed on corporations. Original issue discount will accrue over the term of such a Series 1987 Bond at a constant interest rate compounded in a manner similar to that used in computing the accreted value on such Series 1987 Bond. A purchaser who acquires such a Series 1987 Bond in the initial offering at a price equal to the original principal amount thereof will be treated as receiving an amount of interest excludable from gross income for. Federal income tax purposes equal to the original issue discount accruing during the period he holds such Series 1987 Bond, and will increase his adjusted basis in such Series 1987 Bond by the amount of such accruing discount for purposes of determining taxable gain or loss on the sale or other disposition of such Series 1987 Bond. No opinion is expressed as to the treatment of original issue discount on such a Series 1987 Bond not purchased in the initial _offering at a price equal to the original principal amount thereof. No opinion is expressed as to the amount of interest accruing on such a Series 1987 Bond for state and local tax purposes. 6. The Series 1987 Bonds and the income thereon are exempt from taxation under the laws of the State of Florida, except as to estate taxes and taxes imposed by Chapter. 220, Florida Statutes, on interest, income or profits on debt obliga- tions owned by corporations, as defined therein. The opinions set forth in numbered paragraphs 2 and 3 above are subject to state and Federal laws and equitable principles affecting the enforcement of creditors' rights. Except as set forth in an opinion of even date herewith that we have delivered to the underwriters of the Series 1987 Bonds, we do not express any opinion as to the adequacy or accuracy of any official statement of the City pertaining to the offering of the Series 1987 Bonds. We wish to call to your attention that the Series 1987 Bonds do not constitute a debt of the City, the State of Florida or any political subdivision thereof within the meaning of any constitu_ The Com niss ion The City of Miami, lorida Page 5 r 198`� tional or statutory provision, or, a pledge of the taxing power or the faith and Credit of the City, the State of Florida or any political subdivision thereof, Neither the City, the State of Florida, nor any political subdivision thereof is obligated to pay the Series 1987 Bonds or the interest thereon except out of the Trust Estate pledged therefor under the Trust Indenture. 'Respectfully submitted, • 0 MIAMI REVIEW c ,bhsll'?o Dail',r.Xce t Sall,,:)aV. Lf (, 11 Ht Ii 13 e Vj,jrni. STATE OF FLORIDA COUNTY OF DADE: Before the undersigned authority personally appeared Sookie Williams, who on oath says that she is the Vice President of Legal Advertising of the Miami Review, a daily !except Saturday, Sunday and Legal Holidays) newspaper. published at Miami in Dade County, Florida: that the attached copy of advertisement, being a Legal Advertisement of Notice in the matter of CITY OF IMIAMI ORD. NO. 10258 in the . . _ . - . h}i Court was published in said newspaper in the issues of May 11, 1987 Affiant further says that the said Miami Review is a newspaper published at Miami in said Dade County. Florida. and that the said newspaper has heretofore been continuously published in said Dade County, Florida, each day lexcept Saturday, Sunday and Legal Holidays) and has been entered as second class mad matter at the post office in Miami in said Dade County, Florida. for a period of one year next preceding the lirs blication of the attached copy of advertisement: and aIfian urt er says that she has neither paid nor promised any perso If or corporation any discount, rebate, commission or re un for the purpose of securing this advertisement for pub effort in the s 'd newspaper. f � ' Sworn s scribed before me this 1 Z day,' rT \\ A.D: 19 87 ctelma Fe eyre Notary Pub hc.?State 'Iot F onda at Large j (SEAL) My Commission expires July 9, 1990. MR 114 CITY 6P MIAMI DA61! 6OUNty, PLO1416A UOAL NOT16CE I i All interested persons will take notice that on the 301h day of April, i 1987, the City Commission of Miami, Florida, adopted the following' titled ordinances: ORDINANCE NO. 10258 ; AN EMERGENCY ORDINANCE AUTHORIZING THE PUBLIC OFFERING OF THE CITY OF MIAMI, FLORIDA, SPECIAL REVENUE REFUNDING BONDS, SERIES 1987, TO FINANCE THE REFUNDING OF ALL OF THE CITY'S OUTSTANDING CONVENTION CENTER AND PARKING GARAGE REVENUE BONDS DATED JULY 1, 1980, APPROVING THE NEGOTI. j ATED SALE OF THE REFUNDING BONDS AUTHORIZED HEREIN IN AN AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $70.000 TO THE UNDERWRITERS AT AN EFFEC• I TIVE INTEREST RATE NOT TO EXCEED EIGHT AND ONE- HALF PERCENT (8%) IN ONE OR MORE MATURITIES, NONE I OF WHICH SHALL EXCEED THIRTY (30) YEARS; FINDING J THAT A NEGOTIATED SALE OF SAID REFUNDING BONDS IS IN THE BEST INTEREST OF THE CITY; APPROVING THE 1 FORM, EXECUTION AND DELIVERY OF A BOND PURCHASE 1111 AGREEMENT TO EFFECT THE NEGOTIATED SALE OF SAID REFUNDING BONDS; APPROVING THE FORM, EXECUTION AND DELIVERY OF A TRUST INDENTURE SECURING THE REFUNDING BONDS AUTHORIZED HEREIN; APPROVING THE FORM, EXECUTION AND DELIVERY OF AN ESCROW i DEPOSIT AGREEMENT SECURING THEPAYMENTOF THE j PRINCIPAL OF, REDEMPTION PREMIUM, IF ANY, AND INTEREST ON ALL OF THE CITY'S OUTSTANDING CON- VENTION CENTER AND PARKING GARAGE REVENUE BONDS HE APPROVING PRELIMINARY OFFICIALSTATEMENT AND THE FORM AND EXECUTION OF THE OFFICIAL STATEMENT, EACH TO I BE USED IN CONNECTION WITH THE OFFER AND SALE TO THE PUBLIC OF THE REFUNDING BONDS AUTHORIZED HEREIN; AUTHORIZING THE APPOINTMENT OF A TRUS- TEE, AN ESCROW AGENT; AUTHORIZING APPROPRIATE ; OFFICERS OF THE CITY TO TAKE SUCH INCIDENTAL ACTION AS SHALL BE NECESSARY AND APPROPRIATE TO I ACCOMPLISH THE NEGOTIATED SALE OF THE REFUNDING I BONDS AUTHORIZED HEREIN, INCLUDING BUT NOT LIM- ITED TO THE ESTABLISHMENT OF RESERVE FUNDS OR j THE PROCUREMENT OF CREDIT ENHANCEMENT TO i SECURE SAID REFUNDING BONDS; REPEALING INCONSIS- i TENT ORDINANCES; PROVIDING THAT THIS ORDINANCE SHALL GO INTO EFFECT IMMEDIATELY UPON ITS ENACT- MENT; AND DISPENSING WITH THE READING OF THIS ORDINANCE ON TWO SEPARATE DAYS BY A FOUR -FIFTHS VOTE OF THE COMMISSION. ORDINANCE NO. 10259 j AN EMERGENCY ORDINANCE AMENDING SECTIONS 1 AND I 6 OF ORDINANCE NO. 10150, ADOPTED SEPTEMBER 25, 1986, AS AMENDED, THE ANNUAL APPROPRIATIONS ORDI• NANCE FOR THE FISCAL YEAR ENDING SEPTEMBER 30, 1 1987, ARE HEREBY FURTHER AMENDED, BY INCREASING j THE APPROPRIATIONS IN THE ENTERPRISE FUND, PROP- ERN AND LEASE MANAGEMENT ENTERPRISE FUND IN THE PROPOSED AMOUNT O$9,700OF PAYING APPRAISAL FE SFIN CONNOECTION WTHE IT HPOSE TTHE REDEVELOPMENT OF CITY OWNED PROPERTY LOCATED AT 2640 SOUTH BAYSHORE DRIVE, REVENUE IN THE LIKE AMOUNT BEING AVAILABLE FROM PROPERTY AND LEASE MANAGEMENT,S 1985.1986 RETAINED EARNINGS CONTAINING A REPEALER PROVISION AND A SEVERABIL- ITY CLAUSE. i ORDINANCE NO.10260 AN EMERGENCY ORDINANCE ESTABLISHING A NEW SPE- CIAL REVENUE FUND ENTITLED: SUMMER FOOD SERVICE PROGRAM FOR CHILDREN 1987 AND APPROPRIATING FUNDS FOR THE OPERATION OF SAME IN THE AMOUNT I OF $194,704, CONSISTING OF A GRANT FROM THE UNITED STATES DEPARTMENT OF AGRIGULTURE; AUTHORIZING THE CITY MANAGER TO ACCEPT THE GRANT AWARD FROM THE UNITED STATES DEPARTMENT OF AGRICULTURE AND TO ENTER INTO THE NECESSARY CONTRACT(S) AND/OR AGREEMENTS(S) FOR THE ACCEPTANCE OF THE GRANT; CONTAINING A REPEALER PROVISION AND A SEVERABIL• ! ITY CLAUSE. I i ORDINANCE NO. 10261 AN EMERGENCY ORDINANCE AMENDING SECTIONS 4 AND 6 OF ORDINANCE NO.10150 ADOPTED SEPTEMBER 25,1986, THE ANNUAL APPROPRIATIONS ORDINANCE FOR THE FIS- CAL YEAR ENDING SEPTEMBER 30, 1987, BY INCREASING ! THE APPROPRIATIONS IN THE INTERNAL SERVICE FUND IN THE AMOUNT OF $95,062, INCREASING REVENUES IN A LIKE AMOUNT FROM THE PROCEEDS OF THE SALE OF CERTIFICATE OF PARTICIPATION NOTES TO BE APPRO- PRIATED IN THE HEAVY EQUIPMENT MAINTENANCE DIVI- SIGN, TO FUND THE PURCHASE OF 3 HEAVY EQUIPMENT VEHICLES (PADDY WAGONS); CONTAINING A REPEALER i PROVISION AND A SEVERARILITY CLAUSE ! I OF 2 _ ORDINANCE NO. 10262 AN ORDINANCE AMENDING SECTION 1 OF ORDINANCE N0. 10181, ADOPTED DECEMBER 11, 19B6. THE CAPITAL IMPROVEMENTS APPROPRIATIONS ORDINANCE AS AMENDED, BY INCREASING THE APPROPRIATIONS FOR TWO PROJECTS ENTITLED "CURTIS PARK IMPROVE- MENTS AND "VIRGINIA KEY PARK DEVELOPMENT' IN THE AMOUNT OF 110,000 AND $66,800, RESPECTIVELY, _ FROM FUNDS FROM VIRGINIA KEY LANDFILL SALES. FUR- THER INCREASING THE APPROPRIATIONS FOR TWO PROJECTS ENTITLED "KENNEDY PARK IMPROVEMENTS" AND "MIAMI RIVERWALK-PHASE 11" IN THE AMOUNTS OF $3,000 AND $10.000, RESPECTIVELY, FROM 1972 PARKS AND RECREATION GENERAL OBLIGATION BOND FUNDS: CONTAINING A REPEALER PROVISION AND A SEVERABIL• ITY CLAUSE. ORDINANCE NO. 10263 AN ORDINANCE AMENDING CHAPTER 55, ARTICLE 11, OF _ THE CODE OF THE CITY OF MIAMI, FLORIDA. AS AMENDED; PROVIDING NEW DEFINITIONS RELATING TO PUBLIC SERV- ICE TAXES ON TELECOMMUNICATIONS SERVICES, LOW- ERING THE RATE OF TAX ON TELECOMMUNICATIONS SERVICES TO SEVEN PERCENT, TAXING ADDITIONAL TEL. ECOMMUNICATIONS SERVICES; CONTAINING A REPEALER PROVISION, A SEVERABILITY CLAUSE, AND PROVIDING FOR AN EFFECTIVE DATE. ORDINANCE NO. 10264 j AN EMERGENCY ORDINANCE AMENDING SECTION 1 OF ORDINANCE NO. 10187. AS AMENDED, ADOPTED OECEM- BER 11, 1986, THE CAPITAL IMPROVEMENT APPROPRIA. TIONS ORDINANCE, BY INCREASING THE APPROPRIATION TO THE CAPITAL IMPROVEMENT PROJECT ENTITLED ''MIAMARINA RENOVATION PROJECT", PROJECT NO. 413007, BY $320,000, RESULTING IN A TOTAL APPROPRIA- TION OF $1,920,000; SAID FUNDS TO BE LOANED FROM THE GENERAL FUND, SPECIAL PROGRAMS AND ACCOUNTS, AND APPROPRIATED FROM MARINA REVE- NUE BOND FUNDS; CONTAINING A REPEALER PROVISION AND A SEVERABILITY CLAUSE. ORDINANCE NO. 10265 AN ORDINANCE AMENDING THE MIAMI COMPREHENSIVE NEIGHBORHOOD PLAN AND ADDENDA (SEPTEMBER 1985); FOR PROPERTY LOCATED AT APPROXIMATELY 4091 SOUTHWEST 2ND TERRACE (MORE PARTICULARLY DESCRIBED HEREIN) BY CHANGING DESIGNATION OF THE SUBJECT PROPERTY FROM MODERATE DENSITY RESIDEW TIAL USE TO RESIDENTIAL/OFFICE USE; MAKING FIND- INGS: CONTAINING A REPEALERPROVISION AND A SEV. ERABILITY CLAUSE. ORDINANCE NO. 10266 AN ORDINANCE AMENDING THE ZONING ATLAS OF ORDI- NANCE NO. 9500, THE ZONING ORDINANCE OF THE CITY OF MIAMI, FLORIDA, BY CHANGING THE ZONING CLASSI. .FICATION OF APPROXIMATELY 4091 SOUTHWEST 2ND TERRACE, MIAMI, FLORIDA. (MORE PARTICULARLY DESCRIBED HEREIN) FROM RG-214 GENERAL RESIDENTIAL TO RO.114 RESIDENTIAL OFFICE BY MAKING FINDINGS; AND BY MAKING ALLTHE NECESSARY CHANGES ON PAGE NO. 32 OF SAID ZONING ATLAS MADE A PART OF ORDI- NANCE NO. 9500 BY REFERENCE AND DESCRIPTION IN ARTICLE 3, SECTION 300, THEREOF; CONTAINING A _ REPEALER PROVISION AND A SEVERABILITY CLAUSE. ORDINANCE NO. 10267 AN ORDINANCE AMENDING ORDINANCE NO. 9500, AS AMENDED, THE ZONING ORDINANCE OF THE CITY OF MIAMI, FLORIDA, BY AMENDING ARTICLE 20 ENTITLED "GENERAL AND SUPPLEMENTARY REGULATIONS", SUB SECTION 2003.6 ENTITLED "PERMANENT ACTIVE RECRE- ATION FACILITIES AS ACCESSORY USES IN RESIDENTIAL - DISTRICTS SPECIAL PERMITS", BY DELETING THE TERM SPECIAL EXCEPTION; SUBSECTION 2017.5 ENTITLED "PARKING REQUIREMENTS FOR HOUSING FOR THE ELD- ERLY, BY CLASS C PERMIT; LIMITATIONS" BY DELETING THE TERM "EXCEPTION' SUBSECTION 2026.5.2 ENTITLED "LIMITATIONS ON ILLUMINATED OR FLASHING SIGNS; FLASHING SIGNS PROHIBITED IN CERTAIN TRANSITIONAL AREAS ADJACENT TO RESIDENTIAL DISTRICTS", BY MAK- ING CORRECTIONS; CONTAINING A REPEALER PROVISION AND A SEVERABILITY CLAUSE. Said ordinances may be inspected by the public at the Office of the City Clerk, 3500 Pan American Drive. Miami, Florida, Monday through Friday, excluding holidays, between the hours of 8:00 A.M. and 5:00 P.M. Ltr erti, , MATTY HIRAI ( } CITY CLERK CITY OF MIAMI, FLORIDA (N4169) (CITY SEAL) 5111 87-051172M 2 OF 2