HomeMy WebLinkAboutItem #52 - Discussion ItemTO!
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03/13/80
iv'ers,It " of Miami j6m6
iventibn Center"); "and
Supreme Court of Florid
of, `Said te4q, and,
First rvlortgaae.
1 9 Add new Section 1.9 as follows:
1.9 "Demised Premises" shall mean the I
r Spaces and the
the DeVeloper's First Mort"�Zcrc, or its successors or assigns, and any;person
acciui; ink Vne leasehold interest of 'the Developer in the: Demised Premises: (i)
under an`I JLiCllClFll S21C mt1CiC'UIICler SUCfI' mOC'tr Z;C C1I` t1S the result of ,ny action or
(e) Add nesv Scetion 3.2(c) as follows:
(e) Should ,the Developer's First Mortgagee succeed to the
position of the Developer under the Lease, then' the payment of Additional Rent
shall be deferred until' a sum equal to the total of the following amounts has been
retained by said -Mortgagee, `'(i) the Debt Service which would have been .due on the
Developer's First Mortgage (ii) all operating expenses and cash reserves required
under the Leaseand Hotel management agreement; and (M)any. other amounts
secured by+'the,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 Developer, cinder said mortgage or'the Lease. At the end of each year after
retention of said sum,;if there are funds available to such Mortgagee derived from
the Hotel, and' there 'exists unpaid Additional Rent which accrued after the
Developer's First Mortgagee came into `possession',(f the Demised Pretnises, such'
funds available shall be applied (i) to, the payment of such accrued Additional Rent
41— I.s% 4.. 41,:, Rnni4 nnnn n+lv'Alil
19. Amend HAM by changing the word "mortgagee" to read "Developer's
First Mortgagee."
20. Amend RAW to read as followse
ll.4(h)" Additional Rights of .a NIortgagee ,"Upon the Developer's
Default. In addition to any other rights of Developer's ``First Mortgagee set forth
herein,,and supplementing the same, .the City`agrees to the following: .
(1) In the , event of the Developer's default ,prior ' to
commencement or completion of ,the Hotel, if the Developer's First Mortgabee
after` having been given written notice-.,of"'such default by the City, elects, to
proceed in accordance., with Section IIA(b), the City shall not, terminate this Lease
by reason of such default as long as such Mortgagee' is pursuing such action with
due diligence. .
(2) In event'of the Developer's default after completion of
the Hotel, if. the holder of any mortgage upon the leasehold estate in the Demised
Premises, after having` been; given' written notice of suchdefault by the City, elects
to foreclose its mortgage or otherwise acquire title to the Demised Premises;'and
agrees if successful to comply with the obligations'of the Developer with respect to.
curing such default, or prior to or dtirino such action such holder of the mortgage: is
in good faith attempting to place itself in a position to comply* withAl
obligations with `respect to 'curing such default, the City shall:not.terninaie the
Lease by reason',of such default a; long as the holder, of such `mortgage is pursuing
such,:lctionpith due diligence.
(3) Not:vithstanding anything in this Lease to the contrary,
with respect to the curing of c]efault of the Developer, the Developer's First
Rlortgmee shaII not be obligated to cure any default by the `payment of money or .
other►vise tivith respect to all indemnity under Section' 14.1(a) or with. respect: to
deferred Auditional Rent ur►der Section 3.2,,(c) which arose or, occurred prior to the
date on which the Developer's First Mortgagee shall have come" into, possession of
the Demised Premises.
21. Ame,-Id Section 11.5 to read as follovis
U.5 Obligations of' Persons, includin a11-Iortgagee Act iirin&'the
Leasehold. Mate in the Demised Premises. Any person,;.acquirin ,, title to "the
leasehold e,tate of the Developer in the Demised Premises, i ,under any judicial_
sac -Fnae :der a mort�e�ge perrnitted by this Lease or, as the r�siilt of;any action
or remec ovided therein, (ii) by foreclosure proceeding or 'actioil in 116Li thereof,
(including. •„ithout limitation, a' deed in lied Of forcloslire to a .`nominee of a
mortgei,-e:1 ;1 connection v.ith any snort"age, or,(iii) as n result fo any legal process
o. prod: 7s (other than eminent domain proceedings by [)It Di authority) or (iv)
by an Vol, Mary sale, assignment, or transfer permitted by this Lease shall thereby
become ful!y bound by all of the provisions of this T,case, pr01VI.ded, ho;vever;;that
the rig, is Of any party, ineludin(; a rnort� ag ee, to acquire the .leasehold estate `af
22. Delete Section 11.6 and substitute the folla;ving:
11.6 Assignment by Mort�:arzee. Any mortrrngee or any party
described in Section 11.5, or their, respective successors or assigns, acquiring ",the
leasehold estate` of the Developer shall have the right to assign'such leasehold
estate by instrument in writing executed with formalities of deed, accepted by the
assignee and recorded among the Public Records of Dade County, Florida. No such
assignment shall be effective until a certified copy of such recorded assignment has
been delivered to the City, thereafter the liability of the assignor shall be forever
released.and discharged from the obligations of this Lease.
23. Delete Section 11.7(b) and substitute the following:
11.7(b) Right of Developer's First Mortgagee to a New Lease., If this
Lease should terminate by reason of the happening of any event of default,the City
shall give notice thereof to the Developer's First Mortgagee. Upon request of `the
Developer's First Mortgagee made within sixty days after the givinU of notice by
the City to such Mortgagee and upon payment to the City of all rent, and all other
monies. due and payable by' the Developer hereunder and the curing of all defaults
hereunder up to the date of such termination which are within the power of such
'Mortgagee to cure and the performance of all of the covenants and ;provisions
hereunder up to the date of such termination which are within the power of said
Mortgagee to perform (any default not within the_ power of said Mortgageeto cure
Fr' berform and the matters described in Section 11.4(h) (3) shallbe-deemed'rraived.
as fo such 'Mortgagee), the City shall enter into and daiiver a new Lease or, `thE
Demised Premises with such Mortgagee for the remainder of the term at the same
rental and on the same terms, provisions, and conditions as,contained in this Lease;
including all; rights of extension `thereof, and dated as of the date of termination of
this Lease and 'deliver a quitclaim deed of the Hotel to such Mortgagee, free of
encumbrances, liens, claims or charges imposed thereon ' by the City. The
Developer's First Mortgagee as lessee tinder the new 'Lease, shall. have priority
equal to the estate of the Developer hereunder `(that is, there shall be .no charge,,,
lien 'or burden upon the Demised: Premises prior to or superior to the estate granted
by such new lease which was not prior to or superior to the estate of the Developer
under this Lease as of the date'immediately preceding the date this',Lease :.vent
p Y should not have
into default exec t 'ho:�rever, an c iarme lien or burden which
been permitted and or should have been discharged by the. Developer under the
terms of this Lease)-- The quitclaim deed to the Hotel shallrecite that the grantee
holds title ,� the Hotel only so long as the new Lease:.sh-all :continuc in full force
and, effect--, that upon termination of the nevi' lease, title to <thc Hotel shall revert
to the Cit - automatically' without payment, that the: girantee`covenants not to
convey t�� Hotel except simultaneously and tivith an <assignment of the lessee's
interest it the ner,, lease and except to the assignee thereof, and that such,
covenants s:^.=11 run with the property convcyed and Mine] all future owners thereof.'
Nothin; -_in contained shall t:)c deemed to impose any obligation upon the City to
deliver physical possession of. the Deinised Premises to Developer's' First;; Mortgagee
unless the City has physical possession thereof: Said Mortgagee shall pay. nll,
expenses, including rensonal.)le' attorneys' fees, incident ao the executionjrnd
delivery of such new leaae wig quitclaim deed, but shill be: entitled =to, rinn._
adjustment in the amount`e1qu to the nCst'lrlcOlrlc, if any, c3crive�l from the Elotel
durin file period frorn the (late of terrination. of this Lease; to. the .date .Of,';
execution of Stich new lease.
decree rendered against the City and/or the University (i) in enforcing compliance
by the Developer with provisions of this Lease, or (ii) in defending any suit or
proceeding brought _against the ,City and/or the University for. violation by the
Developer of any law or ordinance during the Lease Terra, or (iii) in defending- any
action or suit for which indemnification is required hereunder. If the City and/or
the University shall be made a party to any litigation with respect to any matter
growing out of, this Lease to the extent that the. Developer is at fault, ;the
Developer shall pay all judgments, decrees and costs or expenses incurred by or
imposed on the City and/or`Universityin connection therewith.
(b) Indemnification,by the City. The City or the
University, as the case may be, shall pay, indemnify and save harmless the
Developer, its `agents, and employees from all suits, actions, claims, demands,
damages, ; losses and other reasonable expenses and costs of,, every kind and
description to which the Developer, or its agents or employees may be subjected by
reason of personal ;injury, or injury to persons or death or property, damage,
resulting from or growing out of any commission or, omission of ;the ICity or the
University, and :their respective agents or, employees, or their, contractors or sub-
contractors as to the City; and/or any Lessee of the City in connection with (i) any
building, construction, installation or development work, service or operation being
undertaken or performed by or for, the Cityor the University respectively in, on or
over the Excepted Premises or the" Parking Garage, or (ii) any uses, occupancy,.
maintenance, repair.and improvements, or operation of the Excepted Premises .:or
the;Parking` Garage, provided, i o:.rever, that such indemnification (l) shall be
ranted to the extent the Developer, its agents or employees are not protected by
insurance, whether such insurance has been supplied by -the Developer, the City; the '
University, their agents or employees, and (2) shall be limited so that the City and
the University shall each be responsible only for its own, actions and those of their
respective agents, employees, contractors, sub -contractors, and their Lessees. For,
purposes of this provision,;' the Developer shallnot be deemed.an agent, employee,.';
contractor, sub .contractor or lessee of. the City.or, of the University. The City or
the University i as the case' may be, shall pay all costs 'and expenses which may: be
incurred by, and any monies due under any judgment or decree rendered against the
Developer (i) in`eriforcind 'Co-ripli��nce by the City'or the University with:provisions
of this Lea -se, or (ii) in defending a2ny, suit or' proceeding brouCht against the
Developer =or the .viola tion by the City or the Unit%ersity of_ any law, or ordinance
during the Lease Term, or (iii) in defending any, action or ''suit for: w iieh ;
indemnification' is required hereunder: If the Developer shall be glade `a" party,,;to
any liti�:: i_n :�rith respect`. to drily .matter i owin out :of. this Lease to the r6% eat
that the C:. or theUniverSity is at farilt,-the; City or�the UMMISity;, a" th—case
may be, i._11 pay all judarnents, decrees and costs 'or;espenses inei rred 6y or.
Imposed c...~re Developer in connection! therewith
27., Delete Section 11.2 and substitute the following
14.2 lnsurance Covci of'Develoo:r.
(Cl) Uuririt the Construction Pe i0d. The Developer, at. its
expfrise, sell keep the- hotel insured durir.7 the Construction Period tigainst:loss or
darnue �,s i, result of fire and those other Nirnrds ordinarily inSUred Against under
-12
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•.[ l..d , •. S.�r_ii�7}.`��.ui. �_.}3'G� .����5�. 1.,1smlT3a'�_ _ .?i �5:- t.�s`��. z4.krr_ ti2� : iV i?. SS�� �.kr r.�xl� r :.•_. , t -.,
tin "All Risks Coverage" builder's risks instivance policy on a "Completed Value
Form" issued by an insurance company authorized to do business in the State of
Florida, and approved by the City and the Developer's First Mortlagee.. Such
insurance shall be in an amount sufficient to prevent the Developer from`beino a
co-insurer and shall be maintained in an amount not less than one hundred (10040)
percent of replacement cost of the Hotel.Each insurance policy shall contain a
loss payable clause in which the :loss shall be paid to the Developer and to.the
Developer's First Mortgagee, and to tie City as an additional -insured, as their
interests may appear.
(b) Property Coverage After the Construction Period. .The
Developer,' at its expense, shall :keep the. Hotel -insured after the Construction
Period against loss or damage as,,:,a result Of fire, boiler and machinery,'bursting.
pipes, and those other hazards ordinarily insured against from time to time during
the term of this Lease in the City of N'Iiami, Florida, under _policies providing for. .
"All Risks, Coverage" for physical damage or loss, to the _extent that such insurance
is generally available from most insurers of recognized responsibility authorizedto'
do business in Florida. The insurer shall be approved by the City and` .the
Developer's First Mortgagee. Stichinsurance shall be in an amount stifficient; to
prevent the Developer . from being a. co-insurer and shall be maintained in an
amount not less than one hundred' (10040) percent of replacement cost of the Hotel
" as determined by annual evaluation on the anniversary date of the insurance or by
inflation endorsement if available. Each insurance policy` shall 'contain a loss
pa ab11e clause :s! !leh `the loss shall be paid to the Developer and . t tht'
Developer's First ]'Mortgagee, and to the City as an additional insured, as their
.interests may appear.
(c) Use`of'Insurance Proceeds.
(i) In the event of any loss or damage to _the lIotel
by reason of fire or other, casualty costing more than $50,000 in the aggregate to
repair, the proceeds of all such insurance shall be =paid . ,to Developer's First
Illortgarme for application as hereinafter provider,. The Developer may inake claim
for the proceeds, adjust and compromise any claim for a period of 'four (�4) months.
the Developer's First Mortgagee shall have the sole right to adjust ,and compromise
the claiin. In either event the Developer's First il•Iortgagee shall, .except as
otherwise provided herein, release the proceeds to the Developer for repair. or
restoration as hereinafter provided.
The Developer's First` R4ortgagee shall apply_ and
final;c avGi :ale and -pay jointly to the Developer -Inc.] DCV6lopbr's contractor, sub
contracto . supplier ,or, other designated payee, the net procoecls of any fire or
other c��s - ty.insurance.paid to said Mortgagoc foil any, loss or darnage which shall
occur c::r �� thC: ter'nn hereof, after-decluctiili; any costs of collection, includilzg
attOrnCV5Z* 1 -_CS, for repair, oil I`eSt0ri1t10T1 ` (the "W Oi'{C") as I the sarno procr CSSG3,
paym.cnts to 'he made amairist properly certified dra%% requests or vouchers,
certified b; a competent architect in car, rge of the IVork who is licensed in the
State ofFlorida and Ippr'oved by the Devoloper's First' Mortgagee which approval
Shall no; be unreasonably withhcid. Tll,-AMortra;;ce may withliold from 'etich
amount dist)ursed such amounts zis are; allowed or requi ed to be- withheld under the '
mechanics' lien law of Florida until proof has been furnished to the, ,4Mortga€;ee that
the Work has been completed and that no lien has attached or will attach to the
Hotel. The Developor's First Mortgagee shall also be satisfied that the amount`of
any proceeds remaining in its hands will be sufficient upon completion of the tvork
to, pay, for the same in full.
(iii) The Developer, shall ; promptly . and diligently
commence and complete the repair and. restoration of the Hotel, to:.conform' 001th
the approved plans and specifications for the Hot
el as ;they existed immediately
preceding the date of loss or damage, unless otherwise agreed to by the 'City and
Developer's First Mortgagee
(iv) During the 'prop ess of the, 1'lork, the City and its
architects and engineers, or any of then, may from time to time inspect the work
at all reasonable times i and may examine -copies of all plans and specifications
relating to the Work., In the event that the City shall` determine that, the Work is
not being done inL accordance with the approved plans and specifica.tions,,then the,
City inay `give the Developer written notice specifying in detail the ;particular,
deficiency/omission noted, , and the Developer shall -take measures to cause
corrections to be made as to any_such deficiencies/omissions.
(v) Iit the event that the proceeds of the insurance
should be, insufficient to complete the Work, based upon the bids obtained and/or
architects' estimates, then. ` in that e. e-nt the Developer shall hove tl;e right to
deposit with the Developer's First Aloirtgagee; within 30 days of request therefor by
Developer's First. Mortgagee, sufficient additional funds as reasonably, determined
ev by Deloper's First Mortgagee to cover the costs of the Wo' rk before any contracts
tine let or any Work commences. � In the event that the Developer fails or refuses to
deposit the additional funds with Developer's First M6rtgagee, the'Developer's First
Mortgagee shall promptly notify the City r,hereupon the City, shall have the right
within 30 days of such notice to deposit with the Developer's First b4ortgagee such
additional funds sufficient to cover the 1,costs of the Work. In the event.,the City,
fails or refuses to deposit such additional funds with the Developer's First.
Mortgagee �•�ithin stich 30-day period, the Developer's.,First Mortgagee shall by
notice to the Developer and the City within 30 days thereafter have .the right' to
advance st?oh aciclitional fluid:. If the Developer,, the City and; the Developer's Fii•st- "
Mortgagee all fail or refuse to deposit or advance sLich additional funds, this Lease
sht:11- terminate and the proceeds of insurance shall be pair] 'in the order of ;lien
priority, first, to Developer's First Mortgaoc;e, then to any other lien indebtedness
on the Dc.r-;,:_end Premises, and the balance shall be ppid ,to'the`City.
(d) Comprehensive. General Public JilabilitV. Covert
DUrin LCC-istruction'Period,
The Developer shall sectirc and maintain or cause to be
sect): c1 a=id main Dined in full fo► cc! and effect dtarin the Construction Pc riod such
compr•ohe,=:sive general public liability, insti;• ince for premises and operations,
inclUdirg but trot limited to, coverage for "�.C.tl. Hazards", , it dependent;.
contractors, products andcompleted operations, nd contractual and personal
injury li;aDili.y, a5 ;:ill protect tIIe 1)evcloher, tale City, the University, their acrcnts
at
jff R1 •�i.�4r tt'�jnM.—I........
1' �1.•
�a �.iv J�.3„t.�:.�'.��.t"•."i�+jr..� r ylfd tR,rai� R. In 3• .. .+a� . i.. �,.. _ _ _ __.
and vie 1'tLrf{rng Uarage ana tnerr operation I IIUlLIUUlo, iVIUI%JUL 11llu{.CAL. Ivu, t.s' .'t.JI—
of coveraves, th amount of insurances, the 'deductible ainounts'and the naming of
t}te Developer as an additional insirred.
(5) 11I hoit limiting the'foregoinG, the City:tit its expense
during the term of this Le_aSe shall keep the Parking Garage and the Convention
Center ins*: ed against loss or damage a a result of fire, boiler and maeh'►nery, .
burstin"; p:� s and those other hazards ordinarily insured against tinder; an "All Risks
Coverage'' --!icy issued by an instrrer licensed in the State of Florida under policies .
for physic,: '-rnagc or loss, to the extent that such instivance is f;enerally available
from mop.::.. urers of recognized responsibility authorized to.do business in Florida..>
The insu; shall be acceptable to the Dcvelot)er. Such }nsurance shall be in an
amount s._:: icient to prevent the City fi•orrr being a co-insurer and shall be
Mail'Unir.:::i in an amount not ' less >than; one hundred (1005;) Oiercent, of the
repiaceme.. cost of the; Parking Garay e and the Convention Center.
(c) ;-;If the City shall refuse or fail .to secure and rnaintain
tiny 'imu; Fnce rcquired,,her•eunder be; mairitained by the City, in'full' force and
effect, t}ic Developer shall have the right to procure or renew such insurance and
all 11110unts for premiums paid therefor by Oevelop^r ►li£ry be ofis6t'or repaid as
provided undeer Section 3.6.
1 � rsi��� >,� � ft�; b"N' ��\t} a'•"�P� i tit rl ��.� aY�{v. � t�l�J? ..,�`�J�15�1�r, Sk �... 5,I y5 �1 .Y _-'
�.wkiti4tnH(r=Y
16.2 City's Duty --- AnyLoss, or Dmnagc.
(a) In the event of any loss or damage to the 'Convention
Center or ParScina Garage by reason of fire or other casualty involving more than
n o
$50,000.00, the City, shall give immediate notice to the Developer. and to the
Developer's First Mortgagee.
(b) (i) The City shall promptly and diligently commence
repair. or re
and complete the; storation of the Convention Center or Parking Garage
to conform witli the approved plans and specificationsfor the Convention Center or
Garage as,they existed immediately preceeding the dateof loss or damage, unless
otherwise agreed to by the Developer. All repair or restoration shall be ,completed
free and clear of all mechanics' liens and the City shall comply with Florida
mechanics'' lien laws."
(ii) Daring theprogress of such repair, or restoration,
the Developer and its arcI 'tects.or engineers, or any of them, may from time to
time inspect the repair or restoration at all reasonable times and may. examine
copies of allplans and specifications relating to the repair or. restoration: In the.
event that` the Developer shall determine that the work is not` being done; in
accordance with the provisions of paragraph (i) abave, the Developer may give the
city, written notice specifying in detail the' pa
deficiency/omission noted,
and the City//�� sh.all take measures to cause corrections .to be made as to any
de ici�n c i es/ omiOssions.
In the event that the City fails to promptly '
commence and complete the repair or restoration of;tlie Convention Center',or the
Parking Garage,` as aforesaid, t} e Developer, atA s option and upon twenty 00)
days' prior notice to the City, may perform such repair or restoration work, or,any
part(s), thereof, and offset any amountse:�pended as provided in Section 3G, or may
sup for specific perforinance.
(iv) In the event that the proceeds of the insurance
paid ,by reason 'or such loss or damage to the Convention Center > or the Parking
Garage shall be insufficient to1aV the costs of completing the City's required
repair or restoration obli ations based upon responsible bids and/or architect's
estiinate� o'btained by the sCity, then -`in, 11the event the City shall deposit into a
searenated escrow account" (with an escro,Vice 'reasonably satisfactory to the
Developer) *De`'ore any contrrlcts arc let or work commences, sufficient addition.'AL
funds to er the: balance of the costs of repair or restoration. Such escrow.;
account s^ := be established by'the City promptly after it ascertains that such
insurance. _.-!oceeds `arc inSUfficiant. Such c-scro v account shall he established by"
the City c Tiotly after it ascertains that such insurance proceeds are insufficient:
Such csc:�_ ,: account shall be irirsuant to an escrow agreement which requires
distribute � t--.y the escro;vee for payment of. -restoration or repair i ork pursuant"to'
the :provisir-,nu of this Lease as such work progresses and provided ,the rscrar:ce "is`
staisfied t :at the undisbursed b jl.:lnce of such account together with the'remaininc .
insurance p?'oceedi iS SUfficient to C0111,)lete SUCK restoration oi• repair Work.' For
VIC purposes hereof,; the Trustec'>uider the Revenue Bond Indenture shall: be cur .
escro';. ee .Satisfactory to I)cvelo,)cr.
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(v) In the event that tljc City; fails or refuses to
deposit such required additional funds into such escrow account, the Developer, at
quid/or within thirty (30) clays after the City's failure or refusal to deposit, may
deposit such sufficient additional futul5 with the Developer's First Mortgagee and
may use such Rinds, together with all insurance proceeds, to complete tho repair,•or
restoration of the Convention Center and Prinking Garage. If both the City and the
Developer _ fail . or refuse to deposit such additional farads, the Developer's First
Mortgagee may. elect to advance such funds within thirty - (30). days after the
expiration' of the date within which Developer is required to deposit such fonds,
Which election, if made, shall be by written notice to he City and the Developer
and such advance shall be 'made in installments as work progresses ,but not before
all insurance proceeds paid because of such damage to the Convention Center .or
the Parking Garage have been expended to repair such damage. If the Developer
elects to deposit such additional funds, or the Developer's First Mortgagee elects to
advance. such additional funds, the Developer or the Developer's First 14lortgagee,
as the case.may be, shall have full right of access to the Convention ,Center and, he
Parking Garage to the extent necessary to cause completion of sue 1 repairs or
restorat}on. Such additional funds deposit by the `Developer shall not be' used: until
all insurance proceeds for damage to the Convention Center or the Parking'Garacre
have been expended to repair such damage. `If neither the City nor the Developer
nor the l)eveioper's First IVlortgagce deposits or advances such fonds, the Developer
shall?be relieved of all obligations tinder this Lease (including, without limitation,
the obligation to .pay -Additional Rent) and in addition the Developer shall have the
Hight to ter nliil
nate Cia ,.,ease aL any Mine Sher eat tee Uri notice to 'thy Cit +lc -
�^-,posited'by the
TieveiGY'�' fiiay, ;vffSe�' :.� p%U'vi,-d in vecttGn 3.6 any amounts so dc.L
Developer'or advance bythe Developer's First Mortg l ;ee.
40. Delete Section 16.3 and substitute the following: `
M 3 Partial. Loss or Dtima=:e Not To Terminate Le,
Any, loss or damage by fire or other etisualty`vrhich does; not
terminate this Lease as herein provided shall not operate to relieve ordischarge.,
the Developer :from the performance and ;fulfillment ;of any of . the Developer's
obli�ations pursuant to this Lease or to relieve or dischar e the City from; the
performanL-e and fulfillment of any of the City's obligations pursutint to this Lease.
41. Delete Section 17 and substitute the folloeJing:
17. COi�i))E-MNA,riON.
17.1 If There is a Total Taking.
(a) Ifthcrcis (i) a total,takint,, of the, Demised
Pre In a. d tt7: l; cc:i�ted Premises ur (ii) a total. talcingof. th.� Demised Premisrs
(wtitther : r not there is tiny nking,of the Excepted Premiscs)>by virtue of the
OX01 c i s e of th- right, of eminent domain, then the Additional. llc1 t and, � ray ;other
chctrgLs tttcl e;�en:cs o:,�inc, t�}= the I)c:velr�per shall be prorated and paid by th^
])evclolr� to the date pos�cssion is taken by the condc.mnint; authority,, and t}ns
Lcrlse shall upon that date.cUasc and deternlinc.
-2n-
iLz a� ft ` >t �yj.., �� t[.14� � � t;.
(b) if there is a totns taking of the Exc^ptcd
Premises but nota total taking of the Demised Premises) then,at Developer's
option, to be exercised by notice to the City :vithin sixty (6o) days after possession
of the Excepted Premises is taken by the condemning authority,. the Additional
Rent and any other charges and expense o.Ang by the Developer shall be,prorated
and paid by the Developer to the date possession of the Excepted Premises is taken
by the condemning authority and this Luse shall upon that date cease and
determine. If the Developer shall not so elect, then this Lease shall continue in full
force and effect and the City shall restore such portion of the Convention Center
as may be permitted by law.
17.2 If There is a Partial Taking.
(a) If only a part of the Excepted Premises or` the ;
Demised Premises shall be "taken by eminent domain, the City, in the-case'of" a
partial taking ofthe Excepted Premises, and the Developer, in`the case of'a partial;
taking of the Demised Premises, shall forthv;ith proceed to restore i 2secment of
the Project.
17.3 Determination of 'I�pe`of Taking.
(a) There shall be deemed to be a total taking of he
Excepted Prerniscs if all or substantially allthereof shall tie" permanently taken or
tai;nn fnr a rerio�? ?n" �'�'ce=s of five (5) years"by ttiC'exCrCiu% of the.',pUVV Ll Gf
eminent domain or by an .aa eement between the City and, those authorized to
exercises ct; potiver: Substanti<lly all of ttre',ExceptedI�Premise� s�iall tie deemed, to
have been"taken if the remaining.portion of the Lxceptcl Premises is, not sufficient
in the City's judgment, reasonably. exercised, " to economically justify continued
operation of the Excepted Premises.
(b) There shall be deemed to be a total taking of the
Demised Premises if all or substantially all ;thereof shall be.pbrmanently taken or
taken for' a period in excess of five (5) years by the: exercise of the_`potiver of
eminent der din or by an agi cement between the Developer an, d those authorized to
exercise such Dower. Substantially all of the Demise:] Premise shall -be deemed to
have been t.,'.en if the remainingportion of the Ile Ill isOcl PCen IS'es is not sufficient
in the D ;�eloper's judgment, reasonably'' exercised, to economically justify
continued c-rration of the 11ote1.
(c) Any takint; othbl' t11CLn a Jo, al , taking shall be.
deemed a a 7 Ual taking.
17.4Allocation of A.%;ards.
(a) The remount of c3;u;l.:hes I esultincr to the City and
the I)e.��.: t •�r, rest>ectivel;, r�nd`to their respective interests in and to the, Project
tin d;,in, to:and in connection Frith this Lease, by re"Is0111 of any exercise of the power''
of cininent domain, shall Ounlcss the parti^s arc ably to ngrce to their respective
darnLa;cs) be separately determined and cornputod by the court .h.avinv jurisdiction
and sep rata awarcL; and judi,rnents with resI)OCt to such drunates'to the City and
-21-
the Developer, respectively, and to each of their respective interests, 'shall be
made and entered. in the event that such court shall indlce a sinl;le ttv and without
separately determining the respective interest of the City and the Developer and:if
the City and the Developer shall not agree in writing as to their respective portions
of such award within twenty (20) :clays after the date of the final determination try,
such court of the amounts thereof, the City and the Developer, agree'„to subf it the"
matter to such court on stipulation for the purpose of a judgment determinative of
their respective shares.
(b) On a partial taking of the Demised Premises;11
condemnation awards attributable to the DemisedPremises shall be deposited With
the " Developer's First' Nlortjagee for "application subject and pursuant to: the
provisions of Section 14.2(c) of this Lease, in which case the references to insurance
proceeds as used therein shall be deemed to refer to condemnation proceeds.
(c). On a partial taking of the Excepted Premises, till
condemnation awards attributable to the Excepted Premises shall be applied
subj ect and pursuant to the provisions of Section 16.2 of this Lease, in which "case .
the references to insurance ;proceeds as used therein shall be deemed to refer'to
condemnation proceeds.
17.5 Takinns of the ParklnFr Clarane.
:. • of the ►'arl•:ing rare.
(ties a 35 a par tId L�lcincr
the City '% ill `restore the Parking Garage t� the extent feasible and provide
additional `parking facilttie� in reasonably close proximity to the Convention Center
so that the restored Parking Garage and said additional_p,716ng facilities will have
capa1.city* for not less than 1,150 automobiles with respect to which the parking" .
priorities set forth in Section" 9:2 shall' apply first to the restored Parking Garage'
and then to the additional pa,-'K no facilities.
(b) If there is a total taking of the Parking Garage, "
the City t•lill provide a new parking facility in "reasonably close proximi.tyto the
Convention Center so'that "the newt p,,trlcinc facility will have capacity for not less
prifothan 1000'uut6mobilie's ,I'hresocrtowhh. thepark! h in
Section 9.92 shall 'app1� (except"that Section 9.2(d) shall be deerned deleted)
(c) If there is a partial or ;total taking of.�thc Pnkinp
Garage . aric" a contemporaneous partial or ,total taking; or destruction, of
17c rnis�d P _,;rises then the' provisions of (a) or (b), its the case niay be, shall apply
Illy, if t'r=: i:otel, uadei,, he'applicable' provisions 0f this L�case is to:be.restored:
(d) In ui'al<iw, the fo"regoing f�rovisions the perties
recognize t the City ha_, the pov: er of dmincnt domc�i r and, th t "the City'maybe
requires' exercise sued po:rcrin order to fulfill its �1�lik;ZtiOns"lieretindOr. :This'
provision i .lposcs upon thc`City the ftri•tller oblir tibn to commcneL and complete
with cili Once such acquisition of land find: the constrilctiOli of improvements as
necessary and the further amendment 6fl this Letlse to identify the additional
parking faullitics c;overned'by this Lease. ',t'ho provisions of this Section 17_.5 may
be crifarc d by 5prcific perforrll rncc iii ��tddition to such other remodies its may be
provided by lay.
^12_
ill the Parkin Ca,arct��C.; ior;use Ourin�Csucil,Ciav bV<VLiesis of mite Hotel. by delivering.
a ti�icltteii request"therefor `to the City's Garage ItZanacrer on or before 6:00 �a:m. of
such day:
(b) The . University: hall have the priority; gl•;lnted iulder.
thn'Uhivr rcit0 Arrr AmRnt, to .rp..czprve eneh tlAv :un tnson 'nnrkincr sna`nac' in thn `
VERY ROUGH DRAFT
i
!'
SECTION 4 .
TIME - OF COMMENCEMENT AND COMPLETION
�z
'The -des ign part of' the Work constituting the desi•gn,. develop-
ment, drawings, specifications, test borings and other>plan
`preparation shall commence immediately. The construction
,.
part; of he Work to be performed under this Contract shall
;;
be commenced no later than 30 days after receipt by the Deve
oper of written notice from the City to proceed,with cons truc-
tion' and' shall be completed o`n or'before October 31, 1981:
4.1 Notice to proceed with construction shall not, be' given
later than August '1, 1980; provided that in no event shall~
such notice pe given 'until . (i) the City has approved the
Developer's plans, in design de velopment,,•working
drawingsand'',specif.ications completed to the extent provided
i n Sect ion 5.1 a hereof , (i i) the Parties have' agreed upon
the'Contract.Price, and (`iii) the City has given written
notice to the Developer that 'funds are, available .to; the City
to pay . the Contract Price as providedin subparagraph .3.2:6;
of the Conditions ;of the._Contract,'In,.the event the parties
hereto cannot agree upon a Contract Price as,.,..stated in (ii )
above', then all obligations of the parties under this
Agreement•shall,be terminated'. In the event that. notice to
proceed "is not given by October 1', 1980;, then the Developer,
>may ;terminate• this Agreement ;pursuant.- to :the. provisions of
Section . 13 .1 "of the 'Conditions ' of - the Contract.'
4.2 Time is of the essence in the performance by,.`the
Parties 'of their respective obligations , Li'this Contract.
In- the event'• the' Developer or they City shall fail , to perform .
its, obligation hereunder ;within the time set forth in this'
Contract, the Developer or. the City, as•the case. may, be,,
shall be:obligated to pay'.: the other pa11 rty 'the :actual damages,
under applicable. law, suffered by: reason . of such failure �t„o :
•
perform the `respective ,obliga ion' within -such time'.
SECTION 5
I
CONTRACT PRICE
T.he City 'sha 1, pay. the Developer for the performance of the
Work,. subject to;.add'itions and deductions by. Change Order or
otherwise. as provided in `this` Contract; in current°. funds, ;
the .Contract, Price, constituting ,the 'cost of. the Work,` not`
41,
,
es,�
)propriate: .:for 1 a .proper° `determinati
SECTION 6
PROGRESS PAYMENTS
percent (95%). of ;the `Contvact,,F Egs s
that "t he ,-C i ty may withhold lnc' , i6c or-d a n-c e w
of the Contract -Documen s�.:
6. .1 2: Proqr.ess. Pa I vm I ents,f not., made :�' -W �ithin, the
Final payment, 'constituting the ,lentire .,,uhL)ald.,.-..b
'd� he City. -'to, the
y Contract ,:�.P r, *1 ce h
within , 4 5 days :afteracce ptanice- by. ..the'� City, and
t the `C Commission.
n.
tion. of final oavmen by -i`City` CommissA
.eof
nt
:autho'riza"
A R
05
SECTION 8
MISCELLANEOUS PROVISIONS
8.1 Terms used in this Agreement which are defined in the
Conditions of."the Contract shall have°the mean1ngs:', de' signated
in those`Condition s.
8.2 The Contract Documents, which cc nstitute'the' entire.
agreement between the City and the Developer, are described
in Article l and, except for the Modifications issued`after
exec11 ution of this Agreement, are enumerated as follows:.'
8.2 1 P`re1iminary,�Drawings (sheets bearing Nos. l through
10) prepared, by Ferendino, Graf ton; Spihl & Candela under
Commission I46."C-9033 dated,August.l3 1979,(the "Preliminary:'
Drawings") .
8 .2 .2 All .Des ign Demme lopment and Work ing Drawiings,; and` "
Specifications prepared subsequent to the date'of this
Agreement by: Developer and approved ,by .the City pursuant to
Article `1.2.1 of the Conditions of the Contract.
8.2.'3 Any, ,conf1ict between the above listed Contract
Documents and the.Working Drawings shall be resolved`in
favor of, the Working..Drawings."
8.24 Anything to the contrary contained in the Contract
Documents notwithstanding, Developer shall" have the author-
ityat.any, time to change, notify;.and'vary the Working
Draw ings'and�th'e Work, if (i)'wrttten.:notice s provided to.
the City,and:written approval received from the°City evidenced
by a .change order signed -by,both. ;partners, (2) -the'. Contract.
Price is not increased, .and (3) the'struc;tural integrity and
aesthetic characteristics of the facility, as d"etermined by
the Developer and the City, wi11 be the same or bettec`.th"an
that which would; have:existed without the change, modi'f ica=.
tion .or 'variance. , The Contract Documents shall be: "deemed
amended and supplemented 'to the extent, of anysuch change ,
order.
This-:Agreement,.is executed on thi"s day' of ,
M7
t�r� fiGy ��t�w 7
, ..c"�...'U"i .��59 cf
ei
1.21, EXECUTION,' CO
1.211 ",A-7City lshall i
ra
CONDITIONS OF' THE CONTRACT
'ARTICLE:= L
onset
pre
od,: cc
Documents��.ih
,wrirting .,as
I
promp ty
. t !cable :-'.t"0-avoid'
ias p r, a'c
delays of
construction
resultIng,
from "any delay.,; of such
acceptance_,byj,:the
City.
1.22
In -connection
with the
`Developer's .test I s tborings'-,
and. other,the'.
subsurface.''�engineerin
6 eyeloper,� sh'al
bee,ntit.ie,:to..l.r-eqdest�,.,any.,repor
ci
,t�,:.then-::*
-:
int he possession of-.-.".
the� City' rom the C y
City
or,,,: the C ity s:, representatA 1 ve, as. o
.7.
2.2 FUNCTIONS
2.2.1 The Developer shall prepare all, designs, drawings
and specifications -.for "the., Work, subject to "the"City's'
approval. thereof,' and"sha'll per the functions described ---� .
in the Contract. - _
2.2.2"reveloper.~will be a.vailableConsultation`with' .�A ,.
the City to expla"in..the drawings. City',s instructions`"
regarding design ;of the 6Vork shall be 'issued:' to ,the Developer.
2.2.3 The City shall 'at all times have access to the
Work wherever it, is in -'preparation and progress.
�2.2 .4 The Developer may reques t change in: the : Work as
,�_
provided in this 'Contract`, subject to the 'signing of "a
3�
change order therefor by both Parties. 'o
ARTI 3
i
;CITY ',
3.1.. DEFINITION
3:l .i1 The. Ci s The City, of Miami, a municipal corpora
ti under" laws of 'the State of ,Florida."����",:
� 1f I �t/1 Tta s.{ i /1 .i✓/ •
�t".; :,., /�
3 : 2'..•- . INTENTIONALLY OMITTED �,'.�,�, ;,1 �•,.,, ��;
3.2.3- The City shall furnish all surve.ys,'descr1b1ng the
Y"
physical characteristics,; legal limits and utility; locations
for'the `site' of the Work.,
3.22' A ' The City shall turn: over the site of the Work ,free
and clear of any surface obstructions,: including existing
buildings ., ��gh—r M U T 7•or—77 =-
ize3..e -•@O orz-.m;'*= tih.-aia.pl�i.cahlA--law "and stia -
assume, responsibility for.a zoning`,st.atus ;that' will permit
the ,,construction of the taork.; Should' en"vironmental problems
arise "during'.' the: course of the Work and. because"�of the' Work,
the City, shall assume the responsibility "for resolving such
problems' provided any such problem caused ,,by the Developer ,
shall be resolved by'the%Deve loper.:'
3.25 Information'.or services to be Provided"by the City
shall be furnished by the- City promptly 'to avoid delay .in"
the orderly; progress of the Work.'
9.
�� r. iICiJ�, 5''i"�'�it�.r�`� fa lea 4:f�
d� 1r Lei!., is +'JI ������ 1 ym
J... z.2 c.�x.li�szd a4v! rrur.w 6 " vusTw?�rtM .�iiN» a.�.� 4.axw.lt
:l- 1.. ) 1: .. A � < f i^ , 4( l .0 ixY� J a (� h � +5� \ i i ) - ,�.
., ._....
..
`'i��>q t r Y1 ) { a" x -t�� 7 a � � a, -4 � 1�1 '� 4 �"4 tl '� t � f�* � i� =t c .... - _ ....
.. ..�. iA'n. .,.aid, s;.tst�., .v.,.t.! ,... ,,ter, ei!uik ,.. e..., t.v. �T..,..?s' tfi�:a.., _�.�i'U._2`Sfi 41_�,5�'..F�k�u,�.ri... _...., .. _._ _.�__. _.__.. ...
4.4 WARRANTY
" s. 1' imJ+vkyiurbYii � jr�.. •..-�... - _ _
t.
(. thereto and not be responsible for -any indirect cost such 'as
loss of income or s imi la charges.
4 '7 RESPONSIBILITY FOR THOSE PERFORMING THE WORK
4:7 .1 The .Developer ,':shall ,be' responsible to the ,City for
the acts- and omissions of all, its employee`s and all con-
trac'tors,, their agents and emphoyees,,-and all other persons
performing,any of "the Work under'.a written contract with
the Developer.
4.8 DRAWINGS AND SPECIFICATION S`AT THE ;SITE
4.8.1 The Developer shall maintain at the site for the.
City one copy of all Drawings., Specifications''Addenda 1.
approved Shop Drawings; Change Orders `and other Modifica-
tions, in good order and marked to record all changes made
during construct`ion.. The Drawings; marked to `record all
'during
' construct'ion,; shall be delivered 'to
changes made
the 'City upon completion of the. Work.
4.9 SHOP DRAWZNGS'AND 'SAMPLES
4.9.1 Shop Drawings, are drawings`, diagrams, illustrations,
schedules, performance charts', brochures and .other. da",ta
which are prepared for; the Developer by any.Contractor,
manufacturer, supplier or. dis'tri`butor, .and: which` illustrates
some portion of the Work,.
4.9.2 Samples are, physical examples furnished to ,the De-, ,.
veloper to illustrate 'materials, equipment or :workmanship,
and to' establish standards by which the Work will 'be. judged.
4.16 USE OF SITE
TheCity 'shall permit the Developer full Li's ell, of the site;
surrounding property; as ,per'mi tted ., by aw , and;. may ;permi t
use.',of any.:additionalsites within its control'.
4.111 CLEAiJ;ING UP. ____r_
4.11.1� Developer at all times shall. keep. the premises
reasonably, free from,,.,accumulationwaste materials or
.of
rubbish caused by its operations.. At the completion of
the Work it shall ,remove all waste ma.ter,1als and rubbish .
from and about the Project as well as` all tools, construc-
tion equipment, ;machinery and surplus materials, and. shall`
clean all glass-"Surfaces-';and'leave the Work "broom -clean"
or its equivalent, except as `otherwise spec'if ied- by the
City.
12.
13.
prosecution of the Work, provided however, that the Developer
acknowledges that, it is required to comply with, all, federal.,
�
state.and lo-cal,,,requirements �and :with. the conditions of
gr I ant's,,.bondi.ndentures .":an I d other..writte'nthat
the tlEy - formally 6ri:nqs,. t,o*-',,,-, it's, notice,' -including the
applicable s �condition or vis �pro ` i0 .in ns�.the:UDAG Gran t �
A4r6em6n't B-80-AA 12-0009relatjn'. t g o-this contract.
ARTICLE'7
..TIME
7.1, . DEFINITIONS
8.3 PROGRESS :PAY'M.ENTS
16 .
8.3 .1 Atleastten days before each progress , payment falls
due, the Developer shall submit to the.City an itemized
Application for ' Payment, 'supported by,-,, da t ai,l substantiating
the Developer's right' to "payment showing t`he percentage .of
each` item completed,°plus materiahs, stated pursuant to
Paragraph 8.3.2.
8-.3 .211.1,Payments to be made on=account of materials _or ,equip,
meet' not' incorporatedt, in he Work but delIivered and suitably
stored at the .site, or at' some other location;' shall be col-
ditioned; upon submission by. the Developer of bills of sale
or such other documents or procedures rto establish the
City!s or, Developer's title to such materials" or equipment
or otherwise protect"`the City'-!s interest, 'including the,
obtaining by Developer of a security interest in such
materials or equipment, and provision; for applicable insur-
ance and' transportation to -the site.
8 .3 :3 The Developer 'warrants: and guarantees that.. title ,
to all Workmaterials and equipment covered by .an Applica
tion forPayment and"incorporated' in the Pr67ect,'or stored
at the.site, will pass to the City upon the receipt .of such
payment ',by the Developer; free and clear of all liens,
claims, security interests, or encumbrances, hereinafter,
referenced to in`thi's Article 8 as "liens."; and that no
Work, ma erials. or equipment covered by an. App ication for
Payment will have "been .acquired by the Developer, or "by any
other person performing the Work at the Isite, or,"furnishing
material`s and equipment for the ,Project, subject :to an`
agreement.under which an interest` therein or encumbrance
thereon. is retained by the seller.
8.3'4 If the Developer has made. Applcat ion for Payment as.
provided above, the City ;will, with re" asonable`promptness
bu t not 'more than ten (1 U) days 'af ter receipt of" the Appl i,ca-
tion, make the payment to IDeveloper in the manner provided"
in the re Agement,'for such amount "as" it reasonably determines
to, be.properly due,',or"state `in waiting"its"reasons for
withholding 'a.,portion of 'the ,'payment as, provided i,n Subpara.=
graph 8'S
8.4 PAYMENTS, WITHHELD
8.41 The City may withhold payments for,''the :following, rea-
sons:
sr�%?�;;�;�,C�..� �r,!_z,.��....+�' t'y's. �'.��� r jt�s�s��C��f � � �.,,�.��;�.rr%��a�h� .7
aa�., . ems.. _., ._.. .. .._......_ ..,..._.__ ..���-- -- _. _-
i
a P r�` � y�� y�roi� ! yp1, J�'%i art. e�i. a ,� �t.�� �! .3.Ftri � z��y i I ,�, _ f 6d ,� rt.y y.}�� K �...� C � y r�
r �:��f .�,.��j,�q M "'i�h,��'.o �fy 6n,,,b f ✓ i � �� �'7 i ��Y h r � t�yr y �j � �.
:eu_' (� J A:i Ye�J'.:t.%A•YaY21Axf'tiss3i5:-`` _
:.wa .vartVHftfi61 -
20
-«�-1
— ��; �e
�.-�;,��
The Developer further agrees that each insurance policy
required by'this.Section (i) shall be by such` insurer or
insurers authorized, to, do business, in the State .of -Florida
as , are rated. no less I than. "A" as' to Management and ,no less
than class x",as to, strength by. the':latestedition of
Best-1,s Insurance Guide, shall ,.b'e, in , such :fo rm and
without �E limitation, t, e.
With such s (including,1 ou mi. a ion.j
provision,
loss payable clausel: the,waiver of,subrogation c'lause>r
any clauses relieving the _insurer . of liability to thei
extent of minor '-'ci-a'i'ms...andthe''d.6s*ignation; of:,the named
assUreds ). as are.generally , I - considered I I .:,stan',dard provisions
e. type o insurance involved and shall pro-
hibit _�can'cellat:i,o*n;1j termination,,:or :modification : by �the 1,
e - a t"', i-fteen"Al ay:z itten.
insurers wi out a t� I !E� 5 d' prior wr
notice 'tothe Citythroughits. Property, -and Insurance
Manager.,
The,I -Developershall '..:;furnish, _ft __Ceif ic I atesi: of Insurance-
.11.1Y_.:prior tothd C 't or.'to commencing:,:any :opera. ions',� on -the
ei�t
_1
site of the, Work.: under this Con I tractr which Certif icates-
shall61ea ri indicate t ope
y, in iate''h c- that he,:Devel. r,hais,.obtained
insurance
amount
anclassifications,,, in.
., ,� in the�: type".
strict compliance cbm i"ianqe� with p, ,
10: 1 .1 .2 -The insurance required by Subparagraph _lO .�1191.._,.",
shall be written f6r.not less thany, anylimits ..:.of:•,liability
specified,:kn� the a,.� Contrct`�'Docupe nA,, 'sor req,pire ..."y law".111111
w Iii c h, e Ve , r s greater, and -shall ,_.,in'clude contractual , '', �l i'd b 11-
ity insurance,, , a I s, api5licdble., to the Developer's _obl obligations.
under .,Paragra' Paragraph'
p 13
iol-A .3 Ce I r.t i f. ica t es of Insurance i , n Which, the z,.City shallbe
:'f 1 'h
named 'an :,additional insured , shall be e -led �w: t , h", the City.,:,
f t h Icates, shall.
prior to commencement! p e. Work,; T esb
contain,. a,,.,p provision' that_cioverage,s. afforded ,,unden'th`6
policies .w111 not. . be cance1led._:,:until .,:'at.: least .,-thirty,. days,'.
prior written notice has bee ri,'S'6nt'tb,':tha,City.
ARTICLE 11
THE' WORK.:::-,
CHANGES, IN
�aa L&
savings; including, an allowance -tor _overneaa ana:pro=ir.
111.5 If unit prices. are stated inthe Contract Documents
or subsequently.�agreed upon,, and if the quantities or ginal-
ly contemplated are changes to a'substantial degree in a
proposed Change;order�that application of the agree, unit
property, in which case the Developer shall proceed in
accordance with 'Subparagraph 9.3.1. No such 'claim shall be
valid unless so,madeAny change in aadit onal,cash resulting
making materials materials unavailable, through no act or fault
primarily of the`Developer or a Contractor or their agents
or employees'or any other persons performing any of the Work
under a contract With :the DeveloperI 'or if the Work should
be stopped for the City!s failure" I to make ;paymentas."provid=
ed in Paragraph 8' ' � 8 then ,the Developer may'.terminate
the Contract and recover. ;from .the "Ci"ty.payment for, all
Work executed.and for any 'los's sustained upon any" materials,
equipment, tools, construction equipment and machinery`or
any `damage including `prof it on the Developer's Contract.
13.2 TERMINATIQN BY THE CITY
13 .2 .1 If the Developer is adjudged a bankrupt, or, if
it makes a general assignment for the benefit of its
creditors., or if a receiver is appointed on account of
its .insolvency, or if it persiste'ntly;or repeatedly refuses
or f ails , except in „cases for which extension of time is
provided, to supply enough properly skilled workmen or
proper materials, orif it persistently or repeatedly fails
to make' prompt "payment. to Contractors or for materials or
labor: .or persis;tently.d sregarda laws, ordinances, rules,
regulations or orders of any :'public authority ;having juris-
diction, or otherwise is;guilty of a substantial"violation
of",.a, prov1.ision. of the C. ontractDocuments, then the City
may, without prejudice to any. right or remedy, , and thirty
(30) days of ter 'the receipt .key the Deve lopes and its � surety ,
if any of written notice ;detailing" such 'default, ;terminate
the, .emp'loyme nt of the Developer and take possess ion: of ttie'
site and of 'all materials, equipment,. -tools, construction
equipment and. machinery ;thereon= owned by the Developer and.
may; finish the Work by whatever method it``may;deem.expedient
In "such case, the Developer shall- not `be :ent .tled to .receive
any further payment `until ;the Work is finished.
13�.2.2 If the unpaid balance of the `Cont:ract,:, sum e,_x
ceeds the reasonable costs . of f ins ihng the` Work', such
excess shall be ,paid to the,bevelope'r. li such" costs
exceed such '.unpaid balance, the Developer shall pay tte
d i ff e.re"nce to tfie C i ty
ARTICLE 1,4"
;'MISCELLANEOUS PROVISIONS:
141 `'GOVERNING' LAW
14 .6 RIGHTS AND REMEDIES
29.
U
LAW OFVJIbt'S'* A I
�.:1.K.iMa4��'�a� �.
wm�
TABLE OF CONTENTS
SECTION'.302 RENT,-...
SECTION 303> 66VERNMENTAL.�CHARGES-
SE&TIOW364 UTILITIES
SECTION
503
CONSTRUCTION OF THE WORLD TRADE CENTER .
SECTION
504
MANNER OF WORK; COMPLIANCE WITH
LAWS AND REGULATIONS .
SECTION
505
LIENS .. .. .. ...........
SECTION
506
COMPLETION OF THE PARKING GARAGE .......
SECTION
507
EFFECT OF THE CITY'S FAILURE TO";;
COMPLETE CONSTRUCTION ........`:......
SECTION
508
COMPLETION OF THE WORLD TRADE CENTER''....;
SECTION
509
CITY'S CONTRACTOR .........
ARTICLE VI
OPERATION AND MAINTENANCE
SECTION
601
OPERATION AND MAINTENANCEOF
WORLD TRADE CENTER
SECTION
602
OPERATION AND MAINTENANCE OF
PARKING GARAGE ...... ..
SECTION
603'-
DRAINAGE, CLEARING SIDEWALKS ........
SECTION-604
SAFE FLOOR LOADS ....................
SECTION
605
STORAGE OR USE OF FLAMMABLE MATERIALS:—''—
SECTION
606
DEFAULT IN OPERATION OR MAINTENANCE °.
SECTION
607
ALTERATIONS TO WORLD TRADE CENTER
SECTION
608
ALTERATIONS TO PARKING GARAGE .
SECTION'609
NON-INTERFERENCE WITH PARKING GARAGE.
ARTICLE VII
INSURANCE
SECTION
701
MAINTENANCE OF INSURANCE :..:.:..
SECTION
702
RESPONSIBLE INSURANCE COMPANIES;!
COPIES OF POLICIES
SECTION
703
OBTAINING INSURANCE UPON THE OTHER
PARTY'S FAILURE
SECTION-704
INDEMNITIES ..
ARTICLE VIII
DAMAGE°
SECTION'801
DAMAGE TO WORLD TRADE CENTER..........
SECTION
J802
DAMAGE""TO,:TARKING GARAGE ....... ....: .. .
SECTION
803.
ABATEMENT.OF: RENT' .`...`........ ....`....� `
ARTICLE IX
CONDEMNATION
SECTION 901 TAKING OF TITLE ..
SECTION 902 APPORTIONMENT OF AWARDS ..........:.'....
SECTION 903 TAKING FOR TEMPORARY USE .. '
SECTION 904 PROSECUTION OF FIXTURE CLAIMS
SECTION 905 APPEARANCE IN CONDEMNATION
PROCEEDINGS ................
ARTICLE X
ASSIGNMENT, SUBLETTING; -MORTGAGING
SECTION 1001 CONSENT REQUIRED :.:.... ,.... '.......:' ... .
SECT ION '1002' EXCEPTIONS .......:.. :::''............
SECTION 1003 REQUIREMENTS FOR ASSIGNMENT,
OR TRANSFER ........
SECTION'1004; NOTICE TO PRINCIPAL SUBTENANT AND
LEASEHOLD MORTGAGEE ....
SECTION 1005 RIGHTS AND OBLIGATIONS"OF PRINCIPAL
SUBTENANT OR LEASEHOLD MORTGAGEE .'
SECTION1006 NONDISTURBANCE .
ARTICLE XI
_URBAN DEVELOPMENT ACTION GRANT PROVISIONS
SECTION`1101 DEFINITIONS
. SECTION`1102 ESCROW OF GRANT REVENUES
SECTION 1103 GRANT REVENUES APPLIED TO. COSTS..
SECTION 1104 GRANT REVENUES FOR TITLE I ACTIVITIES .. .
SECTION 1105 ASSURANCE OF GOVERNMENTAL APPROVALS`
SECTION 1106 COMPLETION OF PROJECT ........:.........`
SECTION 1107 ASSURANCES OF PROJECTED JOBS -
SECTION 1108 MAINTAINING RECORDS AND RIGHTS TO..'
INSPECT ........
SECTION 1109 ACCESS TO PROJECT
SECTION 1110. NO ASSIGNMENT OR SUCCESSION .....
SECTION 111`1 SECRETARY APPROVAL OF.AMENDMENTS :....'
SECTION 1112 DISCLAIMER OF RELATIONSHIP "...:...:
SECTION`>1113 OTHER UDAG PROVISLONS ::.: .., i
ARTICLE XII
DEFAULT
SECTION
1201
EVENTS OF DEFAULT .`............::... ..."
SECTION
1202
REMEDIES .: ...'........:....'..
SECTION
1203
DAMAGES. ....... .:.....".. .".... •
SECTION
1204
WAIVER OFRIGHT OF REDEMPTION '
SECTION
1205
RIGHTS OF PRINCIPAL`.SUBTENANT'AND
LEASEHOLD MORTGAGEE""......`:.."":'.... ...
SECTION
1206
DEFAULTS BY THE CITY ......`...:''.......:
ARTICLE XIII
GENERAL PROVISIONS
SECTION
1301
OWNERSHIP OF IMPROVEMENTS,.:..,..........'"
SECTION
1302
COVENANT OF TITLE; -;QUIET ENJOYMENT".:...
SECTION
1303
END OF TERM .
SECTION
1304
HEADINGS .......
SECTION
1305
NOTICES .......
SECTION
1306
APPROVAL, CONSENTS•
SECTION
1307
ESTOPPEL CERTIFICATE•
SECTION
1308
SUCCESSORS AND ASSIGNS.
SECTION
1309
MODIFICATIONS OF LEASE.
SECTION
1310
CITY'S OBLIGATIONS
SECTION
1311
GOVERNING LAW .
EXHIBITS
A Description of Land
B Description`of Demised Premises
C Description`of Parking Garage"
D Description<,of
World ,Trade Center- .
E. Allocation of Space within World..Trade Center
r,
DEMISE
ARTICLE I
4 �
0
- 7 -
e
ARTICLE II
TERM
m
- 10 -
I
13
adjus
compu
the c
estm
promp
oblg
Dr the previous calendar.y'ear. The City shall
actual adjustment with respect'to such ;year a!
:ar and the balance over or t, "
at Component for such year. s)
M
c) . The Se
y or creaiLea;against zuzure:i
the case may be.
(ii) the Second Rent Component
shall increase to
$100,000 per annum upon achievement
of 75% OccupAncy:of
th e Qualif ieid,: Space;
(iii): 'the Second Rent Component:,
shall , increase to-
c
4 l-,5 0 0 0 0 per annum upon achievement evemen
ancy,,,of,
of :90% Occupancy
the,':QuaAif ie:d 'Space; and
the Se'con d-R e I nt,,C6ffi popent
:s' increase to
shall
$150't 0,00annum,�, per annum commencing with
the seventh°full':
�6alefidar yearafter the�,.date of the
commencement of the,
payment of Rent, without'rega'rd to
achievementof
Occupancy of th6.Qualifie,dSpace.
Forthe purposes bf: this:'Section' 3,02(6)and
tection402,','
' '
alone, (i) &.Percentagd:-of "Occupancy" th,e':Qualif Qualified Space
means ��.that _percentage, of,. -;the Qua ified paqefor which tenant,,
S
lease s, haivei been, signed and tenants,:,, are
i,n,',,, occupan q y,
or have to, paying, rent nd- (ii)�: 'Qualif
mm'enced�:- t 4
ied Space�:
shd1i-1.:mean-* hat,'amouht::,of:,t ena , nt��space in . .the -W-o r I'd, Trade
Center - that '�remains after,,d6ductifi e'
�space or.
16
18
ARTICLE IV
USE
Section 401. The City`s Obligations. The Parking
Garage shall have,parking facilities for at least 1450 auto-
mobiles and the City "shall, throughout the Term of this
Lease, use the Parking Garage for said purpose.
The:
Section 402. Dade`s Obligations: Dade shall cause to
provisions"
" of , his
be " included in the .Principal Sublease requirements that ( )
Article iV
have not
the Principal Subtenant -use its best efforts to lease on
yet"been`
ally.
economically feasible terms for first class office space in
resolved
by. ""the
Downtown Miami a majority, of the Qualified Space for. purposes
Parties. `
related directly or indirectly to international banking, law,
finance, ,insurance, transportation„ communications, government,`
technology; trade,.tourism" import and export business and
other international business and activity, ('"World Trade'
Purposes"`) and that (i) the Principal Subtenant provide '.
written.r'eports to the`City of its marketing efforts 'and;
procedures, proposed and actual rental rates, lease
negotiations and execu
information about `tens
City`may .reasonably re
or leases,
such `other i
>r _World
v until
in Section
the:.Qualif 3.
Section 402, the amount' of tenant sj
20 -
:e within the space
1� ii F �tii_J"�i. `y j3f�7• �� „�� �rTt'�a.,1:;�}� Y'
M
commence as promptly as:,, possible atter�app rovalby, the l City,
t a'nd �'any ,:,�'Leasehold '�Mortgagee,-o
bade the Principal Subtenan
be taken by Dade at' its exj
ense pursu
f Work;'Co
i
r in.Sections 502 and
ike .manner and : in
ations'and; `the;requre"-
e
governmental authorities having jurisdicti'
23
paymen
t, and 'the co
other rty: 'ereto.
pa h
.,Nothing :herein cont
n1ortaacte "from o
,.Prime Rcate.,.'.
wentthe, party_:
mdi.tional. sale:
satisfactory to the party to be indemnified and which will be
- 26 -
Eitruction �:,,by: 'City
it isnotnec,essary,fr
- 26 -
le
.Ln or for said constructio
to be paid bS
rowed in`conr
ie ana the j
ie
>an :
Lne
rrin�iF.+a+
ly
and.all
sums
tion therewith,;inc 1%
- 27 -
f;. ht ,
_,ti.- t 1 '.-.�:� 7t � E =.i c ,� � - iIL111
ARTICLE VI
OPERATION AND MAINTENANCE
and replacements, structural or otherwise, in and to the
Parking Garage and such.facilitiestherein.', All such
construction work, replacements and repairs shall be of the
standard applicable to buildings of this type,and.at least
equal in` quality to the original work.
Section ;603. Drainage; Clearing Sidewalks`., The World
Trade Center shall be"kept waterproofed'An d drained'by Dade,
at its expense, into the World Trade Center's drainage system,
so that no water, liquid or waste of any character shall be
permitted to drain or leak into the Parking Garage other than
through ;designated drainage facilities:
cost shll keep theThe City, atits
entrances to, and the sidewalks, roadways and curbing
fronting and abutting, the Land free and clear,, of snow, ;ice,,
standing water and other substances and of any, obstruction -,to
assage
d
ana
as .;the,.
?proval
the
f an
h
ons
ment'.:of
34
■
I
;approval of Dade and any Leasehold Mortgagee to'any alter,-
ations or'changes'which may or will cause the loads carried
by the walls, columns, supports, beams or foundations for thee.
36
fering such loss releases the other of and from any and
all claims with respect thereto.
(ii) Before entering upon the Excepted Premises or.
the Demised Premises in connection with the construction
of the Parking Garage or the World Trade Center, the
City and Dade, as; assurance for, but not in limitation
of, the provisions in Section i.04, shall provide insur-,
ance'covering its liability for bodily injury in amounts
of not less than $1,000,000 for injury (including death),
to, ,any person in any one accident and, subject'to that
limit for anyone person, not less ;than $3,000,000:for
more:"than one person .in any one accident; and shall also
provide insurance covering property damage liability in
amounts of not less than $1,000,000 for each a(. ident
with eand 3;000,000 in
respect`to liability arising from the owhership ,mainte�
nance, use. and operation.of their respective facilities.
as ,defined in subsection (i) above: The policy covering
this insurance shall be.endorsed to cover the contractual
liability of the ,'City; '.or.,, ,as the case `may be, „under
Section 704 to the other party hereto,'and..their respec�
five officers, agents and employee`s,, and the other„
ties hereto shall be named.as an additional.instired
Underthis policy. The City and.Dade shall provide such
insurance and continue it in,effect at;all-;times through-.
out the 'Term of this 'Lease.
=` 39
i
Failure.
If either party
should fail.to procure any -insurance
required
to be maintained
hereunder; or
to. pay the: premiums
thereon,
the other party,
may, but shall
not be required to,.
procure
the same and pay,such
premiums
and, 'if so procured
or paid,
the cost thereof
shall' be due,
and payable;to.such,
-.41
-
to be operated and maintained by the City and including
with respect to the Demised Premises, the areas and
ARTICLE VIII
DAMAGE,
Section 801. Damage to World Trade Center. lh the
44
expiration,of.'tthirty:d days after 'f 'suc. , n,
work.has-hot c , ommencedor isnotproceedl,in,g, d3.1,113.
the,casel-may D.ade 'or the PrincipalSubtenant
417
ARTICLE IX
CONDEMNATION
Section 901. Taking of Title.` If, at any time"during
the Term of this Lease, the whole or'substantialiy al'1 of`the
Demised Premises and the World Trade Center and its
appurtenant facilities, or such portion thereof as makes the
residue of the Demised Premises and,the World Trade Center.
substantially untenantable for the purposes 'leased hereunder,
shall be taken for any public or, quasi -public purpose by any
lawful power or authority by the exercise of the`right'of
condemnation or eminent domain or by agreement between the
City, Dade and those authorized to exercisesuch right, this
Lease and the Term hereof shall terminate and expire'as of
the date'titl'e shall vest in, or possession shall be'taken.by
or on behalf of, the condemning authority, whichever first
oY
occurs, and the Rent to be.paid.by Dade.shalh be.apportioned'
and paid',to such date�and upon such termi""nation :and payment,
neither party shall "have any further ri`ghtsor obligations
hereunder or recourse` against the other. .Except as `here=
-inifter otherwise specifically provided, AU less than'the
.whole or substantially all of the Demised Premises or the;
World Trade Center shall be taken as aforesaid and if the
residue of the Demised Premises and the World'Trade Center
after such condemnation is'`not substantially.untenantable for
the purposes leased hereunder, this Lease and the,Term=hereof:
shall continue, but the Rent thereafter payable by Dade shall
- 49 -
ARTICLE X
ASSIGNMENT,SUBLETTING, MORTGAGING
Section 1001. Consent Required. Except as otherwise
expressly provided in this 'Article,' Dade` covenant`s (a.) ..'riot to.
assign or,otherwise ,transfer this Lease or, the term and
estate hereby granted; (b) not,to suble,'t e;Demi`: Premises
and the World;Trade Center 'or any part thereof or allow the,
same to be used, occupied or utilized by anyone.other'than
Dade or other than the Principal Subtenant,. and (c) not to
mortgage,' pledge, encumber Dade's leasehold inte'rest..in the
Demised Premises or.ahiy part thereof, in any manner by reason
of any 'actor,omissi= on the:,part of Dade, without in each
instance obtaining the prior written consent of the City.',
The'City,shall not withhold its consent under this Section
1001 'to (;i") , a mortgage'; pledge 'or other encumbrance of Dade' s
leasehold interest by mortgage or other security instrument
to, a'reputable Leasehold Mortgagee,(including a sale to and
leaseback from such Leasehold Mortgagee) or.resulting from
the,foreclosure (or termination of 'suchsale and leaseback
transaction) by su11 ch Lea sehol&*Mortgagee.or a deed in lieu of
such foreclosure',' or (ii). or, assignment, sublease or other
transfer -to a reputable. corporation or other entity,; if in
the case;;of either (i) or (ii) above, such Leasehold Mort.
gagee or transferee, at the time of making such mortgageor
transfer, is reasonably determined, by. the City to. have, after
`taking into account areasonable projection of'rental income
54
and substance satisfactory; to the City, wi
assignee `or transferee shall assume` thee: of
performance of this Lease and ag'r,ee to be'
bound by and upon. ail:of the covenants,-; a�
ligation
le;provis
;h an
the City as described in this Section 1003 shall be
nder. For
enant or
e of a
ipar
come.
d
ale
'time
58
i
(c) "Grant Revenues. means the UDAG percentage of:
(i) any gross'income earned from the disposi'tion'of real or
4:
personal property, acquired in who le'or in part by the use'of
grant funds; (ii)`the repayment.proceeds (inc udingi, principal
and,interest) of any.1'oan, made in whole 'or in part by the
use of grant.funds; .and (iii) any gross income from a grant-
supported activity,where it is specifically declared at
Exhibit A to the Grant Agreement that .the 'income from such
activity shall be deemed to be Grant Revenues. The "UDAG
percentage", means an ;amount computed by. applying the.percen-
tage of participation'of UDAG funds d n the total cost of
acquisition of property or in the total` amount of .a loan,=or;
in the total cost of grant -supported activity, to the gross
income from the disposition of: such property, the." total:.',
repayment proceeds of such loan, or the gross income .from .
L,ds, the assured
65
16
ARTICLE XII
DEFAULT
Section 1201. Events of Default. This Lease and the ,
initial Term hereof are subject'to the limitation that if.at
Any, time during the` Term `hereof, any, one or more 'of the
following events shall occur, that is to say,:
(a) If Dade sha11 fail to pay all or any part of
the Rent or, any other --sum of money called for to be paid
under Articles. III, V VI, VII and VI -II , and such
failure shall continue for thirty days after' notice
tYiereof from the City of" Dade; or
(b) If Dade'shall fail to perform or observe ,any
other requirement of Articles" III,V, VI, VII and"VIII
(not hereinbefoie in this Section referred to) to be
perf`shaLl-
continue for sixty days after, notice thereof from the
City to ;Dade; provided, however, that if such. failure
cannot be cured in sixty days,' Dade shall have the right
k
to begin to cure `such default within said sixty day."
period and to proceed therewith with reasonable prompt-
ness and diligence (and in the manner"required by.,this
Lease", including providing "indemnity or security to the
City (if this Lease"provides for the furnishi"ng of same
to ,the, City), then such sixty `day period shall
tended"for such"time as may reasonably be; necessary -to
enable Dade by proceeding with diligence to remedy."its"
failure;
66
N
Dade relating to the construction, financing or leasing
City: may have then incurred or may thereafter incur, for legal
69
expenses, attorneys' fees, brokerage fees and commissions in
repossessing,and reletting the Demised Premises and all "costs
or.expenses incurred by the City in restoring the Demised
Premises to good order and condition, (ii)'all past due Rent
or other sums, owing to the City from Dade under the erms of
this Lease; `and (iii) interest at the Prime Rate on the
foregoing sums. The City may relet the Demised Premises, in:
whole or in part:,..for such term or: terms of years as the City
may choose, which may be for a term longer or shorter than
the remainder of this current term at the time of termination
of this ;Lease, and (unless the statute'or rule of law which.
governs the proceedings in.wh ch damages are to' be proved
shall limit the amount of damages-W,ich.may. be proved and
allowedin .which .case the City shall be entitled to prove as
and for ` 3.. -s damages and have allowed an amount ,equal to the
maximum allowed under such statute or.`rule`6f law),', Dade
shl be obligated to,and shall"pay to the, City; upon demand
al
and in addition'>to,the amount hereinbefore'provided.for,
damagesin an amount which is equal'to the excess, if any, of:
i;, tha same amount tier 'annum as is in effect on the"'
any suit or action brought to collect such amounts due by ,
Dade for any 'quarter shall not prejudice inany way the right
I
of the"City to collect the deficiency for any "subsequent
quarter by'a-similar proceeding. Dade shall not. be relieved
of its obligations`to.ipay'such damages by reason of failure
11
of the City to relet"the"premises, if the City shall 'have.
made reasonable efforts to .do so, or if the improvement -
the Demised Premises to be made by Dade were�not completed by
Dade and the City shall go forward with construction of any
improvements to the Demised Premis"es which. he `City `may elect
}
to have made.
Section 1204. Waiver of Right of'.. -'Redemption. Subject
to the provisions of 'Section 1205,°Dade for"itself and all,
persons claiming through or under Dade, including its credi-
tors, upon the termination of this Lea"se;as.provded in
Section 1201, hereby waives to the extent permitted'by law"
any '.and all right or equity of .redemption, provided or per -
miffed by any statute, law or dec sion�now or hereafter in
force, and does"hereby waive,i,surrender and'give up;,a
rights or"privileges which it';or they may or might have,
under and by reason of any present or 'future law or decision,
to redeem the Demised Premiss`or for a continuation o"f ,the
Term of this Lease or I. relief from the forfeiture of.this
Lease and the balance.ofthe unexpired term and any renewal
term hereof:
- 72 -
Section 1205. Rights of Principal Subtenant and
Leasehold Mortgagees. (a) The City agrees to accept perfor-I...'
mance and compliance by the Principal Subtenant .or any Lease-
hold Mortgagee of and with any term, covenant, agreement,
provision or limitation on`Dade's part to be kept, observed
F.
te
or performed by Dade.
(b) The°City agrees that following an Event of'Default
±
and the expiration of any period within which Dade-may'cure,
such default, it will take no action to' terminate the Term
R.
nor.to reenter and take possession of the Demised Premises .
~
unless it shall first give the Principal Subtenant and each
E
Leasehold Mortgagee notice after the expiration of any. such
cure period specifying such Event of Default and stating the
City's intention either to terminate the Term or .to 'reenter
and take. possession of the Demised Premises on,a-. date
proceedings (including, without limitation, the filing of:a
petition for the appointment of a receiver) 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'suchdefault.
(c) In' he event of the termination of,this-Lease prior
to.its stated expiration date (other than -by reason of
voluntary termination by Dade or by reason of any termination'
pursuant'td the provisions of Articles VIII or IX) the City-
shallgive the Principal Subtenant and all Leasehold'Mort-
'
gagees notice of such,:termination and shall; enter into a new
lease of the�Demised Premises with the.Pr.incipal Subtenant
or, if the Principal Subtenant shall ,decline, with a Lease-
hold Mortgagee or, at the 'request of such. Leasehold;
Mortgagee, with an assignee, designee or nominee of such
Leasehold Mortgagee, for the remainder,of the Term effective
as of the date -of such termination, -at the;Rent'and'upon the
same covenants, agreements, terms, provisions and limitations
as are herein contained, provided (i) such Principal
Subtenant or. Leasehold-Mortgagee,_as the. case may.be,.makes
written request upon ;the City for such newllease within
thirty (30) odays; after the giving of such written notice of
termination`.and such `written request is accompanied.by "
payment'. to,the,,City of all amounts then due to, theCity of .'
which the City shall have .given the Leasehold Mortgagee;
notice, (ii).the:Principal Subtenant or such Leasehold
- 74 -
y" of
r
fault
fter.
receipt of written or telegraphic notice thereof by Dade or,
as to any other default, within.60 days after Dade shall have
given to the City written notice specifying such default or,'
(:.
in the, case of any default'.not resulting from the nonpayment
of money which cannot with diligence lie cured within 'such 60
day.period,-if _the City shall fail�to proceed -.promptly to
� ..
cure the same and thereafter prosecute the curing of such
default with diligence, it being intended, in ;connection with
z
a default not.susceptible'of being cured with diligence .
within such 60 day period,' that the time of'the City within
which to cure .the` same shall be extended for.such period as
may 'be necessary to complete the curing of the same with due
diligence, then Dade to the fullest extent permitted by- .1aw,.;
shall have the right to elect and pursue any one or more of
the`ollowing remedies:
(a) the right to a writ of mandamus,.�injunctJ
other similar relief, available to it unc
-law; against the City, and its officers;
representatIves `in their capacity as'suc]
—persona lly,and.
(b) the right to maintain any and all action
for damages or°.suits inequity or other
proceedings .to'`enforce the curing or rem
such default.
n or
r Florida
Tents or '
ARTICLE XIII
GENERAL PROVISIONS
Section 1301. Ownership of Improvements. The title to
the Parking Garage and the`World Trade Center and "to :Any.:
.fo
additions or improvements to any thereof shallithwith vest'
in, shall be and become the sole'`;and absolute propertyof
r;
the City'and,`Dade, respectively, provided, however; upon
}'
termination of this Lease, either by default or.`expiration of
term, subject to ;the provisions of Section 1205 the World
Trade Center and any additions or improvements there o shall,`
become the absolute property of;the City,;."c ear of all" encum=
bra nces"and charges, and without cost of any kind.to the
City.
Section 1302. Covenant of Title; Ouiet En'�oyment: The
City -covenants and warrants"with and to Dade`that.the City
has good record and marketable title to the.Demised'Premises',
free 11 of liens, charges or encumbrances and '.that the City'has.
good right',''. full. power, and lawful'authority.to demise and"
lease the Demised Premises in the°manner"and form herein done
or.intended so to be Dade", on paying the Rent`as"and when'
d d' able and 'observing" and
the same shall become ue an pay
performing the covenants, conditions,'limitations and agree
and`deliver `to the other a statement certifying that, this
Lease is unmodified and in full'force`and effect ,(or if
I
R
k
4.
For access to and use of 'an elevator lobby on the
Southeast First Avenue side of the ground floor of
the Parking`Garage.
For use>in common with the City of an area'suffi-
cient to comply with local building and zoning;`
codes on the ground level of the Parking,Garage for<
truck and vehicular loading and unloading and
movement of 'equipment' and supplies.
6.
For use of certain areas to be,de igned by.the'city ;
and Dade within the Parking Garage for mechanical,'
electrical, storage,; maintenance, utibities and
other purposes reasonably.supportive.of the World
Trade,Center.
T.
For use•of other areas within the Parking Garage,
at locations determined :by Dade subject to the
approval of the `City, which approval shall not be
denied'or. withheld if such use does not diminish
the par king capacity of the Parking Garage or
unreasonably interfere with the parking operations
conducted therein, for plumbing, drainage,'electri-"
Cal,- telephone, water, heating, ventilating,
cooling, gas, steam, exhaust, and otherIuti`lities
piping, lines, ducts, shafts and., equipment,. appur=
tenanI to."or supportive. of the improvements'which,
may lawfully be Constructed:,(or reconstructed as
provided herein) within the. Demised Premises or'in
:Which Dade is granted a right under any provision
hereof, and any activities conducted therein:
- 84 -
8. Forsupport ,'in common with the City, in and to all
structural members, footings and foundations'to be
located 'within or without the 'Land and 'which are..
necessary, for supportof improvements which may'
lawfully be constructed (or, reconstructed as pro-
vided herein) within the Demised Premises and any ,
improvements with respect to which Dade is granted a
right under any provision.hereof.
9 r For entry upon, and for,'' through, the
Excepted Premises and Parking Garage with men,
material and equipment for maintenance (including
but not limited to, painting.'and other decorating),`
operation, inspection, testing, repair, construction,
alteration, -replacement and cleaning of dellor any,>
part of the improvements or equipment of the City
or Dade, whether or not located in the Excepted.
Premises or Parking Garage, to enable the use by
Dade of the rights granted hereby, including but
not limited to the structural members, footings and "
foundations required for support ;of the improve=
merits to be built in the e.mised Premises as
described in Article 5. Such operations shall, be
Performed in a manner that will -not -,unreasonably.,,
interfere with ;the operation of the Parking,Garage.
The rights granted to Dade in this paragraph shall
not impose any affirmative obligation ,on'.Dade
except where expressly provided elsewhere in this
Exhibit.
= 85 `-
.ch a
lawfully be constructed (or reconstrudted as pro
materiai ana equipment =or maintenance
but not`limited'to, painting and other
t
reserved hereby,
if enclosed, shall
be
locat(
basis between the
inner surfaces of
thel,
wall:
t.
rr'
d
lj
Di
Draft of February 28, 1980
418
PRELIMINARY OFFICIAL STATEMENT DATED , 1980
410
NEW ISSUE
#23
In the opinion of Bond Counsel', =interest on � the "Bonds is
# (23)
exempt from federal income taxes under existing statutes and court
#24
d'ecis'ions' and , from taxation under the laws of th`e State o'f Florida,
425
except as to estate taxes and taxes imposed. by Chapter, 220, Florida
—
425
j:` Statutes,; on interest, 'income or; profits on debt obligations ,owned by
—
427
€
€ corporations', anks and savings associations.
4(27)
' i$ o0, 000, 000*
#31
THE CITY OF:'MIAMI,''FLORIDA
#33
convention Center and,'Parking
#35
Garage Revenue Bond's•
436
Dated: May 1 1980 Due:" January° 1, as shown `below
441
Interest on the Bonds, is_payablesemi-annually` on- "January '1
444
and July 1, commencing Jan'uaryi 1' 1981 The Bonds are i`ssuable as
445
COUP bonds in the denomination o"f $5 000 'each or as bonds reg.is`
#4ti, 4
tered, as to both principal and interest, in;denom-ina tions of $5,000
#('47)
or any integral multiple thereof. Coupon` bo"nds and fully registered
44.9
bonds are interchangeable at' the corporate "trust `off'ce of "th`e
449
Trustee.. upon the terms, and condLti6ns."provided' in t ej.Trust
#SQ
# 1`4
S yb Sect to c anger
#1`5
Indenture. Coupon Bonds are payable, at the option
of the holder, at
#511`.,
any office of the Trustee",
,
#(52;,
'.-" .. or at -
#53
at the option of the.,. holder. Registered
Bonds are payable
#54
at the corporate trust off ice' of the. Trustee.
#(54;,
The Bonds are subject to redemption prior to maturity as
#55
more `fully, described he"rein.
#56
Serial. Bonds
#58
Price
Price
#61
Interest or,
Interest or.
#62
Due Amount Rate' Yield Due Amount
Rate ". Yield
#63
S $ $ $
$ $
#66
S Term Bonds due 1 " 20 @ %
#69
(accrued interest to ..be'added)`
#70
#71
The Bonds are 's`peci'a1: obligations .of
the City .payable
#73
exclusively from :the. special fund provided therefor
and: from ,net rev-
#74
enues 6f the Convention .Center and.,Parking Garage,
certain telephone
#75
principal and interest by the Municipal Bond Insurance Association,
as more fully described herein.
Neither the 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 Bonds.
The Bonds are offered when, as and if issued and received
by the, Underwriters subject to approval of legality by Messrs. Brown,
Wood, Ivey, Mitchell & Petty, New York, . NewYork, Bond Counsel and
certain other" conditions. Certain legal matters will be passed upon
for the City by George F. Knox`, Jr'., City Attorney. Certain' legal
matters will 'be passed upon for - the Underwriters by Messrs:;Mudge
Rose :: Guthrie & Alexander, New York, Nev York. The Bonds are expected
to be del ivered in `New York, New York on `or . about May _, 1980.
#75..
# (75
#76,.
#78,'
# (79.
#80
#81,;
#83
# (83;
#84
#85
#86
# (86;
.,
This Official Statement does not constitute an offer to
489
sell. or the solicitation "'of an. offer to buy, nor: shall there be any
90-
sal e of the Bonds, in any `jurisdict-ion in which it is unlawful to
,9,1
make_`such .offer,. solicitation or sale. No dealer,broker, "salesman"
#92
or other person has been authorized to. give any"inf`ormation or to
493
make 'any representations, other 'than those contained in this Official
494 ..
Statement`, in, connection,.with the offering "of the Bonds, and if given"
#95
or made, such information orrepresentations must"':not be relied
.#-9y".
upon. The information "and expressions of opinion herein are subject 197
to change without notice, and neither the delivery of this Official,
#98 .'
-Statement nor' any' sale made hereunder shall under any circumstances
499"
create any, implication that there has-been no change in the affairs
4100
of the City since; the,,date .hereof.
IN CONNECTION WI-TH THIS:: OFFERING;" -THE UNDERWRITERS MAY
4l'02
OVER -ALLOT 0R EFFECT TRANSACTIONS THAT STABILIZE: ,OR "MAINTAIN. THE
110:3
MARKET PRICE OF THE BONDS AT LEVELS ABOVE THOSE WHICH MIGHT"OTHERWISE
4104,`
PREVAIL IN THE OPEN MARKET. SUCH 'STAB'ILIZING, IF COMMENCED, MAYBE: 4105
DISCONTINUED 'AT ANY TIME.'
-4-
#8
OFFICIAL STATEMENT
#112
$50,000,_000*
#114
The,City `-of 'Miami, Florida.,#11ti
Convention CenEer and Parking Garage Revenue Bonds
4117
The purpose of this Official` Statement is .to .set forth cer-
4120,
twin information,conce'rning.the.issuance by the City, of Miami,
4122
Florida (the ':City";) of` its` Convention Center and Parking Garage
#123
Revenue Bonds (the '"Bonds") in the aggregate principal amount of
#124
$60,000,000*. The Bonds are authorized to be issued pursuant :to. the
#125
Municipal Home 'Rule Powers Acts constituting Chapter 1titi, Florida
#120;
Statutes Annotated as .amended and the Charter of.the City, consti-
4127,
tu'ting Chapter 10847, Special Laws ;of Florida,` as amended
4129
(collectively the "Act") , the Trust Indenture, dated as of
#130
1980, by and between. the City and , as"Tr ustee
4131
(the !'Trust Indenture') and certain ordinances, resolutions and other
4132
ally,'and ratably sec
ain. Certainpr
,.' � il i '. �� ihwtu l� �v�,0�,4 f ht� r,a, ".�41`S.. c(� y Q`�Rryr t, i✓{ ��',H� � �....r > >� .My �5t���1r+1 4r 2a�
TABLE OF CONTENTS
Page
INTRODUCTION
:The Ci ty
Purpose of Issue . ` .`
.. `. . . : 7
The Conven ione Center -Garage
CONSTRUCTION '. ...
' . .10,
security for the:Bonds ..�:.. ..:
.10
Runicipal Bond Insurance Association.
Guarantee
Rate Covenant, .. .`.: :`0,
0
'`Xdditional Bonds
. ` :. ; ..15
Other Parties;
CONSTRUCTION,CONTRACT.ORS .-
.`. `• . 018
FINANCIAL FEASIBILITY "..0
0.•9,
CityIs Present Investment in Convention
Center Garage ".` .,
: ,. .19 .
ESTIMATED APPLICATION OF; BOND PROCEEDS
..''. `.20
ESTIMATED SOURCES AND USES OF FUNDS
..'. .20
Source of Funds
Usesof .Funds .. .. .. .. .`
. < : . .21
UDAG Grant ':0 -. :
.. 022
RDA ;Grant ,. ,. . .
". . .23
THE': COMPLEX_ .'0, 0,...
..'
General Description
.23
City; of Convention Center .' ...'
... .25
2 it,Miami
University of Miami James-`L. Knight
Conference.Center :
.' . . ....26
Parking Garage .. .'
.27-'
Aotel . ` .
. . . 0 ai 28 '
World Trade Center. .•
9
Approvals . ' . .:.`. '. .,
... . ; :29
Construction ;: .
.` °:30
Management 0.. . . . 91 . 0
` DESCRIPTION .THE BONDS. :
, .; ." .32
General -Terms` :". :'
': ": .`'.32
Mandatory Redemption ::
.: .32.:
optional* Redemption . .- . :. ":. ..
. . .` :.
Security for, Bonds��. `:
." :.. �.34'
Rate Covenant,.. ,.. . .
. ..0 .38:
Revenues and Flow of Funds- '01
6`.4,1
Reserve Account .. . ,. ..°.'
.43�
Supplemental Reserve`Fund` .. .
...•` ::.44'
=v-
#2604
# (2604
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# (2608
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#(2608
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#2608
#2608
#2608
#2605
TABLE OF CONTENTS
#2604
Page
# (2604
CASH FLOW ASSUMPTIONS' .'. ".
46,
#2608
Gross Revenues :'.. .'
•
. 046
#2608
Current Expenses .`.
47
#2608
:Renewal` and" Replacement Fund
47
#2608
Net "'Revenues .' .` . `• `•
`•
47
#2608
DebtServ''ice
48
#2608
Coverage. .'
48
#2608
PROJECTED CASH FLOW AND COVERAGE ..-
48.
#2608
Telephone and Telegraph Excise Taxes '.
49
#2608
PROPOSED BOND ISSUES .' `..
.,..
50.
#2608
RECENT BOND ISSUES .' . " .
�'• "•
.51
#2608
THE .''CITY ... ... ' .
51
#2608
The iCity,0, 0 0..
'.:..
51
#2608
fine Cl ima e . ` . . > .
• .. ...
51
#2608
Government of Miami .;, .' .
..
51`
#2608
TheCi ty .Council:' .` . . ' . `,.
..52
#2608
'di tyManagement
54
#2608
Project Director .. .';.
., ...
55
#2608
Pr1nc`1pal'Services Performed by -the
City
56
#2608
.�Princ`ipal Faclitiies of' the Ci y"
#2608
Capital Improvement Plan .'. <.
:.
57
#2608
_employee `Relations .' : . ''.
'. .` ''.
57
#2.608
Popul°ation .and Demographics
`.
58
#2608
POPULATION TRENDS .> . ` .
..
..:.59
#2608
Transportation .'
...
60`
#2608
Local; Mass Transit .!.:._.
61
#2608
Building: Activity ; ." .' ,. ...
_.
62
#2608
Convent1o'n Ac ivity " .� .. .. `.
. " �.64
#2608
CITY OrF'MIAMI CONVENTION ACTIVITY .,...'.
:64
#2608
City Financial Information .` .:..
,.
"64 . `
#2608
Procedure: for Tax"'Levy and Tax - Col lecti`on �.
64
#2608
Tax "Limitation For Municipal Purposes
#2608
-:Excludes Debt.Serice ::.; ..`-. ' . ��._...
�.
.. 78
# (2608
General.Description of Financial. Practices
.82;
#2608
City Pension. -unds . ; . ."
`.� .. '.
". :89
#2608
RISK MANAGEMENT .' . , .'.
-
..92
#2608
Pending Legal- Proceedings
`. ..
92
#2608
-vi-
#2605
TABLE OF CONTENTS
#2604
Page
#(2604
DADS COUNTY :.
#2608
-,Government 7 -11 of Dade County
#2608
:i and Industry
,Bus nes's
0,9 6,
#2608
Agriculture .`
.. ... 100
#2608
Financial'' stitutions
10
#2608
Educat on..I
102.
#2608
Medical Facilities
21,
#2608
Recreation
103 1'
#2608
Tourism 0
*
9, 0 101
#2608
Miscellaneous
103:
#2608
UNDERWRITING
1016
#2608
'VALIDATION OF THE BONDS,
106-
#2608
LITIGATION
106
#2608
TAX 'EXEMPTION qop- 0 0 0 0
#2608
APPROVAL :bF: LEGALOCEEDI,NGS,�,�,�
-PR
#2608
MISCELLANEOUS
10&�
#2608
AppeNnd 1k: A,,
#2608
7 Feasib i1ity.-� Study
#(2608
appqnA 1 x-
#2608,
[Financial Statements]
#(2608
A en X ,
#2608
[Form of B6hd Counsel :Opinion
#(2608,
-V
#2605
�iritfav�v'i�.• :a., - �ceuau�xw:e�x;tles'• _ _-
i
1 � � � 1
:the .,�City. , of. Miami/University of MiamiJames ,L."Knight,Internatid'hal'415,5,,2,
center, (the "Coniventi:6n Cente"r1l)-andi", kl an adjacent -:par parking garage(the
8
-7
. "G ii.1wYivaaaiut+�w..u.Yl�yyn.r wEiL�t`WTrR•Li$53i1iJ33' _.
4 • • $ /:
The Convention Center -Garage
#1ti5
The site of the Convention Center Garage is located in the
# (1ti51
downtown, area on the noft h bank of the,`Miami River. The City will
01r 1
own andoperate the 'Convention Center. The Convention.Center will
# (1ti71
consist. of approximately 300,000 square £eet which includes circula-
#lti8
tion `spaces and support 'facilities. The Parking Garage wi,1 consist
#16
of 'approximately 1500 parking spaces, approximately; 37,000 square
#170
feet of space for a ''pedestrian mall and retail space and a Downtown
#171, 1
People 'Mover station. The University of. Miami (the "University"),-#173
pursuant to an agreement dated Apt il:l, 1977 between the. University
#174
and the City (the "University Agreement") , has agreed to lease from
#175
the City 30,750 net `;square feet of space in the Convention Center in
#17ti
which it will operate a conference center". Pursuant' to the Lease and
#177, 1
Agreement for Development (the "Hotel Agreement") between the'City
#179
and Miami .Center Associates, Ltd.,, a Florida -limited partnership `.(the
4180
"Hotel Developer") , dated September 13, 1979, the City has ,agreed to
4181
Tease to the Hotel Developer air, space over a por,tion,of the area
4182
comprising 'the Convention Center, the site thereof, `certain shell
4183
space within the Convention Center, and to grant certain easements
4184
and other. .rights. in and around the Convention Center. The. Hotel
#185,1
Developer will construct., own and operate the Hotel and 26'000 square
#185
feet of retail stores. The Hotel wi11 be managed by the :Hyat
#185.1
Corporation. Pursuant to the Lease and Agreement (.the "WTC
#187, 1
Agreement'!) by and between the City and Dade:,:Savings;and Loan
#189
Association; a. state chartered savings `and loan association ,(the :"WTC
# (189)
Owner"') dated 1980; the WTC Owner will lease•'fron the
_#190,1
-8-
#8
r ���i^i•tr fY �t . \ �i i Ysi . A
sr• �.n.Yr � ,: $ � e r °n� � � �,�s ��i� � � '�^'R ; �(wi � q :.;' • `. �w".*�d �� a f � ,� � �, i i I •
City air space over the area comprising the parking Garage on which
#192
the WTC Developer will construct the World Trade Center comprising
#193
approximately 450,000 net..square feet.
#194
The estimated total cost of the development of the
#197
Conven i'on Center -Garage is 582,407,000 of which $22,407,000' is,being,
#198
provided from sources other than Bond proceeds, including;: (1) a
# (198
$4,994;,000' Urban Development Action Grant (the ;"UDAG Grant") from the
#199
United States Department of Housing and Urban Development; (2) a
#200
$4, 373, 00.0 Economic Development Administration Grant (the "EDA
#201
grant") from the United States Department of Commerce; (3) $lr200,000
#202
from the Hotel Developer; (4j $4,'200,000 of proceeds of..gener.al obli-
#203
gation bonds approved by the voters'' and sold by the City in. 1969 'plus
#204
investment` earnings .the'reon; . (5) proceeds from the sale of land to
# (204
[Dade "'County or State o`f. Florida?] in. the amount of $5;300,000 and
# (204
investment' earnings thereon; and'(6j of investment :earn-
#205,'
ings 'on certain funds and" account`'s held pursuant 'to the Trust
#207
Indenture.`
#(207
Upon the, A,elivery of. the Bonds the,:City will deposit. in the
#208
Supplemental Reserve Fund, .(see p. ) S, . from .the City's
#209
Convention Center Enterprise' Fund. and other, la'wfu. y, available monies
# (209
the,timeoof At pletiof construction of the
#211
Convention Center -Garage the City will depos'it,in the Supplemental
#212
Reserve Fund. -tog e her with investment `earning,s of approximately
#213
$200,000 (:i) $21500' 000'rece ved by the ,Ci"ty from the University, or,
#214
al ternatiaelye $2, 500, 000 of lawfully available monies ,of ;the City,
# (214:
and (ii) . S2,900,000 received .by; the City from the Hotel Developer.. 4215
-9-
#8.
i Knt'u aa: ����'`�
CONSTRUCTION
4?I7
Convention Center-. The City initiated construction of the
4219
Citypayabl' -from
4231
In the Trust Indenture, the City has pledged the net #235
revenues of the Convention Center -Garage, consisting of all revenues
#236
received by or on behalf of the City from its ownership,. Peaseuse,
#237
Operation or, possession Of<, or' in connection With, the Convention
# (23
Center -Garage, or any part thereof, including rent received pursuant
#239
o. the Hoteli Agreement," °the `WTC Agreement and the University
#240
Agreement and; other" revenues derived from leases, subleases and con-
#241
tracts, after monthly"`.payments'of current operating expenses in con-
#242
nection with the Convention Center -Garage, ("Current Expenses"), to
#243
pay principa, of and interest on the Bonds. The City as also
# (24:
pledged certain. telephone and telegraph excise.`tax 'revenues`to pay
#243
principal of and interest on the Bonds. The 'pledge of said: telephone
#243
and telegraph excise tax revenues, however, is subject to the prior
#243
I16n thereon of the C ty's Utilities Service -Tax Bonds' issued, or to
#243
be, issued , pursuant .to Ordinance No. 7066, adopted by-, the `Commission
#241
of the City on November 21,' 1962..
The `City' has further covenanted that if the net revenues of
#244
the Convention Center -Garage are not sufficient', to pay when" due,... the
"#245
principal of and interest on the Bonds and to maintains -the balance in
#247.
the funds and accounts' at their required `levels:,:, th6. City shall cause
#248
to be. deposited in such funds and `'accounts, other .revenues-0 f the
#249`
City; exclusive of ad valorem `real ,or.,"tangible Personal property, tax
,#250
revenues, An an amount sufficient. to pay such principal and . interest
#251;
and to maintain the balance in the funds.and accounts at their
#252+.
requi red levels-#
(2 S
`�^g�
4�, s,,
�2A Pk rnp4:+ACYi1W_��v�aS �;.j._
A Reserve Account will be established and will be required
#253
to be maintained under the Trust Indenture as a -reserve for payment
#254
of principal of and interest on the `Bonds in an amount equal to he
#255.
maximum principal and interest requirements for the then outstanding
# (25;
Bonds' for the: current or any succeeding fiscal. year thereafter.
#257
A iS,upplqment,al Reserve Fund will be established. by the
#258
Trust Indenture and will. be requi-red to be, maintained theteunder',as a
#259
reserve for the payment of'' Current Expenses and principal of and
#260,
interest on the Bonds. The Supplemental'Re.serve Fund will be funded
#262
initially from monies contributed by the City, and at the time of
#(262
completion of construction of the` Convention Center -Garage from.
#263
monies contributed by. the University or the City ,and the Hotel
#264
Developer: Money held ` for the credit of the Supplemental Reserve
# (264
Fund . shall be 'applied for the following purposes: (a) to pay, Current
#265
Expenses of the Conve11 ntion Center -Garage . if' at any t me money held
#266
for the credit of the Revenue Fund 'shal'1 be not=sufficient .to pay
#267
Current Expenses of` the Convention. Center -Garage then: due, and pay-
#268
able, and (b) to pay the interest .on ali , th'e ,outstanding ;bonds and
#269
ehe:.peinc;ipal' �of all serial and term. bonds! (including retirement
#270
tfiereof in accordance with Amortization ,Requirements) , which shall
# (27C
then be due and payable if: at any time money heid for the, credit of
# (27C
the Bond Service Account and the Redemption .Account shall not. be suf-
#271
ficient, and (c) to make payments to' the Renewal and. Rephacement Fund
# (271
in an amount'sufficient to make` UP'any deficiency in, such .`Fund.
#272
:The C.it,y sh'aT1 make semiannual deposits .into the
#273
Supplemental Reserve Fund from (a) revenues of the City derived from
#274
-12-
#8
......st
sources other than ad valorem real or tangible personal property #275
taxes, (b) gross revenues of the Conventi.on Center -Garage and
# (271
money -held in: any of the Funds - and Accoun' tsestablished.: under the
#276
� -
,Trust Jndenture to the, extent necessary E6, providefor of
# (27'
revenues 'of the Convenon
anyestimated deficiencies in..gross °'0
#278
Center -Garage available 'f the t of Current Expenses - and to
,, or e paYmen,
#279
maintain the Supplemental , ; Reserve F uP8 i , 'n, an -'amount equal to,2 5% of
#280
interest the: then�loutstand-
themaximum principal ', and' est requi irement':on,_,
#281
, ing Bonds onds in, thecurrent' and any i6c-ceed ing, fiscal "yea r Such.avail-
#282
able alternativerevenue sources account :,�� f or appr,ox imP.tely of
. �
#(28.
theCity *srevenue,u get as more fUlly.:detailed on page Ce-,rtain
-' '
#283
of these' 'alterhative' revenue sources are., _Rledg'ed to:, other'ou.tstanding
#283,
z
bios o t the City l:.and ,� �maybe : pledged by the:,:, City for; r :,lawful
bonds e
.
#(28
purposes. ,
#(28-'
municipal Bond InsuranceAssociation Guaranteei
#283.
Del iV e r y': of t h e :Bonds,""As subject' to .,,the, issuance' , lof a
#(28
M I unidtpal I Bond Guarantee . ,In s u r a, pc e Po'licy .,from the
#283.
MuniciTa 1,Bo*-d Insurance ---: Assoc lation - MB IA'@),� uhd er, which#283.
n
ante'4s: unccondl'tional1y' and :'irrevocably, the payment ,to the Pa.yi ng
#283.
of anamount q ua -'ta: the.t rinci,pal of an interest 'on the
: :i,
Agente
#283.
issued 0 e, City for,,,' such Anst.arance.
Bonds'. s MBIA-has d a.,commitmentl� to the t
#283.
:� ��'The: -c polly is, inoncancellable. -for.�,any.,reason at jdis fully .paid for at
7
#283.
its. tnceptlon. Upon notification i t yl; s f ail 6re 1,,,to,
U f : the C
#283.
di.
Principal pa f �Bonds
paym I ent�� the : -then
U for and, nterest::on�'.t P
#283.
d required,
maturing, and ,.becoming due with the. Paying:,:Agent on:theate, ll, req4ire.
#283.
#8
A
erta in
#283
di
qua the
#283.
or at
fa
1
MBIA's members are obligated to deposit funds promptly with Citibank,
#283.'
to
#283.
N.A. New York, New York, as Fiscal Agent for MBIA, _sufficient
_
r
cover fully the -deficit in the Paying Agent's account. If, under the
#283
'fhe odsor nstruments governing them, , any `accelera-
terms:-o
#283. }
ton o£ th'e due date for the payment11 of the: principal of all the
# (28:
Bonds 'then outstanding ;could occur., _ then,' provided that payments ,of
#283.
principal 'of and interest on the Bonds are made by .MBIA, neither 'the
#283.
PayingAgent nor the holder, of any `Bonds shall have any right to
#283..
accelerate the payment principal of the Bonds and, provided; fur-
#283.
then that upon default cured by MBIA, MBIA may =accelerate the due
#283.
date of principal on the:,Bonds in its discretion. The insurers will
#283.
6e responsible for such payments, less any amounts received by he
#283.:
holders of the Bonds. from the City and from any further; sources other
#283.
than" the insurers. These funds will ;be applied to .the payment. of the
#283.
Bonds and the interest coupons thenmaturing and.becoming due upon
#283.
surrender thereof together with an appro,pr1a'te instrument of
#283.
assignment. Normally, notice of an impending defaul will be
#283.
rece11 ived in advance of the payment. date of the Bonds. allowing MBIA
#283.
time to make ,the funds` available:.for, payment on the due date of the
#283.
coupons of Bonds. If 'notice of nonpayment is received on or after
#283.
such 'date`, MBIA will :provide for payment on the business day follow-
#283.
ing receipt of the' notice: Upon payment by MBIA of any Bonds or cou-
#283.
pons,' MBIA becomes the owner thereof.
#283.
The insurance companie comprising MBIA and their
#283.
respective percentage 'liab'ility are as follows: 'The Aetna Casualty
#283.
and Surety .Co'pany, forty :percent (40%) ; Fi'reman's Fund Insurance
#283.
-14-
#8',
_— —__— -. .,..YW�N6FLfyt� i- ]:J4Hy2F` t N•_
F
4
l • F
Company, thirty percent (30%); Aetna Insurance Company, fifteen #283
_ r
percent (15%) ; and United States Fire Insurance Company, fifteen per-
#283 t
cent (15$) . The policy, i.s a several and not a joint ,obligation, of
#283
. _
the participating insurance -'companies.
#283
MBIA has obtained a ruling from the Internal` Re'v.enue
#283
Service that neither, the insurance protection nor "payment ,thereunder
#283
will affect the exemption'from Federal income tax of interest on
#283
bonds `so insured:
# (28_
Rate Covenant
#285
The City.has covenanted to fix, charge, and collect, to the
#(28_
extent possible, rates, fees and charges for use .and occupancy of,
#286
and for .the services furnished by the Convention Center -Garage which
#288
will be at least sufficient to produce gross revenues of the
#(28
Convention Center -Garage,; together 'with other available funds, `in
#289,
each fiscal year in an' amount not less than,;Current Expenses. of the
#291
Convention'Center-Garage, 125$ of principal and interest requirements
#(29
o'n the Bonds for such .fiscal year and the, amount necessary to make' up
#292
any deficiencies in,the Bond Service Account, ;the. Reserve Account and
#293.
the Renewal and the Replacement Fund°, .as ,estab1i'shed'; by_ :Trust
#295
Indenture.
#(29`
Additional Bonds
#297
Pursuant to the .Trust Indenture, additional bonds secured
# (29"
on a parity with the Bonds (the ,."Additional Bonds") may be. issued by #298
the City if and to the extent necessary to provide additional , funds #299
-15-
#8
in an amount sufficient to complete the payment of the cost of the
UM'I
Convention Center -Garage. Such Additional Bonds shall be term Bonds
#300,
y
of the same designation, maturity date' and issue as the erm Bonds
#300.9
with" the longest maturity -date. Before any such Additional Bonds
#301
shall be issued, the City is required to obtain a, statement signed by
#302,
the -architect'"giving his. estimate o'f .the date of -`and cost �of. comple-
#304 7
_ttheiov"such
Center -Garage and that p
#305onention
al Bondsrwill, be re ui'red and will'be sufficient for such
Addition _ q,
#306
,.
purposes, including making ;required deposits to the funds established
_ .
#307 j
under the Trust Indenture.
# ('307�
.Other. Parties
#309
Hotel Developer
#311
Miami Center Associates, lLtd:.`, a Florida. limited partner-
ship is the',owner and developer of- th"e;,Hotel. Miami: Center
4312',
Assoc -fates; Inc. 'is the ,g`eneral partrie'r of Miami Center `Associates,
#314`'
Ltd.and is jointly owned by Worsham Brothers Co., .Inc,. (80%) and
::f Turner #315
Turner Development) Corporation (201) , a division o
Cons'truc.tion `Co.. . Mi,ami Center Associates, Inc.is also, the turnkey
#316
developer for the. Parking Garage.:
#:317
World Trade n Ceter Owner
#318_
Dade Savings and, Loan Ass`ociation,; a state;" chartered #'(31€
savings 'and loan association will be the, owner.' of the World Trade
#13,,,
Center, and will occupy approximately -one-third (150,.000 net; square.
#318'
-16-
#8
feet); of ,the office"space of the World Trade Center and :leasethe #(31
remainder :to the World Trade Center Principal Subtenant. # (31
World Trade Center Developer"
i
#320
Miami' World 'Trade Center..Associetes, Ltd.; a Florida
# (32
limited partnership is an associat>ion of Miami Center Associates,
#321
Inc.. and.'Miami, World "Trade Center Associates, Inc:, :and is "expected
#322
to be the. developer of the World Trade; Center.;
#(32'
World Trade Center Principal Subtenant.
#324
Miami Wo',rld Trade. Center 'Associates, Inc. a franchise of
# (32
the World Trade Center. Associates, will :operete `.and manage ahe net
#325
`leasable space of :the World Trade 'Center .as the principal subtenant
# (32
o£ .the World Tr"ade. Center Owner. Miami. World Trade Center
#326
Associates, Inc. :is a corporation under,the-control
#327
of Sefrius Corporation,
# (32
University of Miami
#332
The University o1fMiami,:.foundein non-
# 33
denominational, coeducational institution of higher "learning with its
#333
main campus located in Corel Gables, Florida. The University has a
#334
student enrollment of approximately 18;000 during the academic year
#336
and is comprised of ten schools offering academic programs in .the
#337
- humanities,"social sciences, natural sciences. and `the' professional
#338
fields.of engineering, education,' business "'administration,. law and
#339
-17-
#8
#340
#341
#342
#344.
#344.
#345
#346
#347
34
#349
# (3 4 `-
#351
# (35:
#352
#354
# (35•
#355
#356
#8
4 _ e
prepare revenue projections for the Convention Center -Garage; the #357
Hotel` and the World Trade'Center. The estimates, opinions and". con- #359
elusions expressed in the Financial Feasibility Study are based and #360
— ..
conditioned upon certain assumptions, calculations, rationales and #361
qualifications contained therein. The Financial Feasibility Study is #302
attached hereto as Exhibit' and should be read in its entirety in #363
order; to evaluate such estimates, opinions and conclusions. The pro- #364
jections `contained in such Financial Feasibility.Study should not #365
construed as statements of fact. The accuracy of the projections is #366
depe"ndent upon the .occurrence' or non-occurrence of future events #367
which cannot be assured and the actual resulis achieved during any #368
projection period may vary from the projection. # (36t
CITY'S PRESENT INVESTMENT`-IN.CONVENTI #371
-' # (37
CENTER -GARAGE _
To date;' the' City has expended approximately $12974;000 to #372
the .planning, construction and development of. the `Convention Center- # (37:
Garage, as follows: #373
d Acquisition $ 6,598,568 #376
'La
Architects Fees 11623,000 #377
Consultants ' 59`11000 #378
Administration 525,000 #379
150,000 #380
Archeolog ical Di'gg ings Costs
Fees. 1,-700,000 #381
Construction" Management
`Work` 1;885,000 #382
Site and Foundation
$ 12,974,000 #384
Such expenditures have been paid' .from (i) $4 200,090 of #387
proceeds of general obligation bo"nds approved by the vote"rs and sold #388
-19- #8
Z.
by the City in 1969, (ii) .$50300,000 of 'proceeds of the sale of land
# (38f
on Virginia Key to the (State of' Florida or Dade County?],
#389 .
i); approximately $700,000 of interest earnings on (i) and (ii)
#390
prior to disbursement, and ;(iv) a U.S. Government grant of $4,3731000
#391
from'.'the 'Economic' Development Administration.
#392
ESTIMATED.APPLICATION'OF'BOND'PROCEEDS
#394
Construction Account* $
_
Reserve Accoun't,
#398
#399
Bond ServiceAccount
#400
Cost of =Issuances Account
Total Bond Issue' $ 60, 000, 000
#402
#405
* Upon del ivery'of. the Bonds, the' City. will make a $
#406
#407
deposit in the Construction Account and :the Hotel Developer will pro-
in..the amount of _$1 200,000 to be drawn down
# (40"
vide a letter otcred'it
during construction pursuant to;the terms of the Hotel Agreement.
# (407
Available,pro"ceads from 'the -UDAG` Grant will be deposited in the
in the
#408,
#410,
Const,r,uc.tion* Ac�count:.� S-uch rto"nies,,t'o_be;deposited
Construction- Account together with "the letter of credit and invest-
#412
ment earnings on, undisbursed :funds ;are estimated 'to meet construction
the Parking
# (414.
#413
costs of the' Convention Center of $34,40'0?,000` and of
# (41=
Garage :of $15,000,`0l. 00.
-20-
#8
ko
ESTIMATED SOURCES AND USES-OF`FUNDS
4420
Source:of. 1Futtds,
i
#421
1
Convention Center and Parking Garage Revenue
$ ti0,000,000
4424
#425
"
:Bonds
Payment by the University. o`f Miami.(1)
2,500,0�0
#42ti
#427,
Rent Payment. (1,)'2,900,000
Base �6y .Hotel Devel'ope
766struction Cost Payment by Hotel .Developer
1,200,000
#429
Urban'Development :Action Grant Funds
General Obligation Bonds, Series 1954
4,994,�00
4,200,000
4430
4430.
Sale of Land
5,300,000
#430.
Economic Development. Authority.Grant
4,373,000431•
City of Miami Capital Contribution :
4432
Interest Earnings" buring. Construction Period .
# (432'
on::
Und'isb.ursed Monies in Construction
0433
# (433
- Account (2)
Undisbursed Monies .in BondService-
434
##435
Account for.Capitali'zed Interest'(2)
Reserve Account (2.)„
4430;
#437
Supplemental :Rese`rve :Fund'; (2)
#4396
Earnings on, University ofMiami
20�0
#440
Pa>yment
Total Sources'of Funds
$
#442
(1) 'Available upon completion of construction.of the
#445
51,
Convention Center -Garage.
#(445'
(2)Estimated at $.
#447
Uses I of Funds
#449
Costs 1 5
Site Acquisition. (,).
Construction Cost of convention Center" (2) 34;400,000
#452
#453
Constructi"on Cost >of� Garage 15;0 00,000
(3) "
#454
.
contingency.for,,Changes 2,500 000
500,0.00
4455
#455
"
Pr.e-Opening ,Expenses
Furniture, Fixtures and Equipment :.2,000,000
4457
Debt :Service Reserve Fund,
#457.
4458
.
Reserve Account
Supplemental Reserve Fund
4459
V
Capitall zedInterest Payments on Bonds
'Expenses
#460
#461
Cost of Issuance
Total Uses of Funds g
4463
(1) Inoludes $5750000 of previous site"acquisition
#456
costs paid by the City of"Miami.`
#46
(2) Includes $1,200,000 to"be paid during cgnstruc'-
#469
tion by Miami Center Associates,` Ltd:
#470
(3,) "! Part of the construction cost of the garage"will
#472
be paid from the UDAG Grantof $4,994,00,0.
#473
(4) Amount `required at the beginning of"operation of .
#475
the Convention Center-Garag"e.
#47f;
UDAG Grant.479
The Unit. A States- Department" of Housing an"Urban 4(479'
ir
Development `, ("HUD") .has entered into a preliminary agreement to grant
#480
an Urban DevelopmentAction Grant ("UDAG grant") in "the `amount 'of
#491
$41994,000 .to the City for the payment of a .portion of the;,cost`of
4482
the Parking Garage. The City, will receive a 1et6er"of credit secured (482'
-22-
#S
by the proce"eds o'f the UDAG q_'rant upon entering into a final
4483
'agreement',with HUD. The City expects that. such,an'agreement will be
4484
executed prior to;the delivery of the Bonds. The grant agreement
4485
will also"require that the proceeds of the UDAG grant be held in a
048ti
separate depository account not a 'part of ;the' Construction. Account or
#487
any of the other Funds. The. Bonds are not secured by the proceeds of
#488
the UDAG'grant and"holders of" the Bonds do -not have any` right or
# (488
interest with``respect to such funds.
#489
4491
EDA Grant
�.
z
The City has. re"ce'ived.a'grant from the.United States
4(491
x
Depar;tment of Commerce, Econom"ic Development Administration (" EDA°)
#492
in the amount.of $4,373,00'0 under the Public Works .Program adminis-
#493
ed b the EDA. The"proceeds of this"grant have been expended on
ter y,. — .
4494
a
,
the cost of .const f. the Convention ;.Center:
ruction .o
#495
TAE: COMPLEX
#490;
4498
General Descripti''on
The Complex -consists of the Convention Center --Garage and #501
f' andtheWrld # (501'
the air space which thvainancedHotel ,o
Trade Center office tower are.'to be constructed.
#502
The Convention Center -Garage is located on two;'contiguous #503
sites in the -;downtown .area on the north `bank of the Miami. River. The
4504
d;b y°teCitith
. 1975:
major portperty was purchase
#505h
its ;oian funds at' a cost ,of $4,000 000 The remaining portion" was
#50ti
purchased. by the City at a cost of '$2,598,558, of,which $750,000 is
4507
to be.=reimbursed to the City from the proceeds oE.the UDAG"grant.
4508
The Convention Center an -the Hotel "will be located on an
4509, `
�.
approximately 4.5 acne site on the north bank of the MiamiRiver in
#512
the Miami Central Business District. Although: -there will be separate
# (512' `
"-
outside entrances to 'the 'Convention Center and,:,the Hotel, these
4513,`
facilities will" be, interconnected and not readily distinguishable as
4515,
."
separate "entities,'havi�ng been designed as a totally integrated"mixed
#517
,.
use development. To"the north, the.Parking:Garage:with the World
#518
Trade Center will `be located on a site of approximately,l.5 acres
#519,`.
t
adjacent to the"site of the Convention Center.." Thetotal 5; acre' site
# (520'
is bounded to the east by S.E. 2nd Avenue, to the. west by S.E.
#521,`
t
1st Avenue, to the north by S.E. 2nd Street .and to. the south by the
4523
Miami River.
#524
-.Direct y� 3 e ntto. the site is the DuPont, Plaza, Ho.te1 to
4525, `
the east', the B"auder Fashion College. o the west and. the' Howard
#527
Johnson's' Plaza Motor_ Lodge to `the north. Across. the- Miami River to
4529
the south is a 600 room" Holiday Inn. .There are approximately 1900
#529
hotelL rooms within a 250 feet radius of the site. Flagler Street,
#530
the major retail street of downtown Miami, is two blocks to the' north
#531
he
of tsite.
#(531`
The most direct access to the site is provided; by the S.E.
#532,1
2 n d Avenue" exit aff I-95, =the 'major 'n6 th-south route in",southeast
4534
Florida. ,East -west ".access is provided by State Road "835, "the most
#535
direct route to. Miami" International :Airport, 'as it intersects'" North
4535,
I-95 approximately one mile"north of the site.. Travel"time Ifom:the #538
-24-8
site"to".the airport .is approximately twenty minutes. Secondary
1539,
access "is provided "by Biscayne': Boulevard .- ;Brickell Avenue (US.
#541
Route- 1) and S.E. First Avenue.
4542
Dade County is presently in the initial"' construction phase
#543
of an Area Rapid "Transit System and a' Downtown People Mover 'System to
4544
which"$800,000,000 of:federal funds and $200,000,000 of state and
#545
Ae
local' funds have .been dedicated .
#54ti
City of _Miami Convention Center
#548
"
The Conv`enti'on Center is to be housed within .'a 4-``story
#549
structure; of 'approximately 41000"�',square".feet whichwill be owned
#550
and operated" by the City. ,Within these '.four stories will, be. located
#551
}
,
a =5,000 seat auditorium, 161 which 4,�000 will" be � fixed seats1' in a
#552,`
"
tiered configuration and appr"oximately 10,000 square feet of? flat
#554
floor, area" in'which various'size":stage facilities and./or,1,000 addi-
#555
tional seats can. be set. Seating in -the flat; floor area will be ale-
4555
vated in a tiered config;uration'to fit,with'that"of the fixed
#557
seating . The auditorium will 'be divisible into 'three. sections with
4558,
seating for 11250,; 1,750 and 2,000 persons, respectively.. It" will be
4550
equipped with facilities having""audio=visual"and mixed media presen-
4551
tation capability',. as well as simultaneous'=tran'slation capability.
#50;2
The `Conv'ention Center wild also include two major meeting
#5ti3,
t
°A
accommodate SS :persons`. The second. mee'tinq room will be divisible
4559
into wo.sections"with.seating.;capacities o� 48 each. There will
#570
also.':be Eour `other smaller-meet"inq' rooms'of,483 square feet wi"th
4571
seattnq.capacities of 48 each.`.
#572
.,
The-, utility:,. and delivery spaces for the,Conv6nt:io'n Center
4573,
( including the conference center) , ""and 'the ,Hotel will be housed in
#575
the first' floor of the Convention"Center structure. The Convention
#575
Center will also include" -office space for the City's personnel who
#577,
will manage the center.
#(578
It is intended that this facility will be.prim'arily. pro-
#579
y
gremmed . for meeting type 'conventions with ad age? being taken of
4580
the 'facility's unique abiTit"y to" augment the la -test arts" and "tech-
#581
piques"available in .the communications;media. This ability will, be
#582
enhanced by the technological capabilities being"provided.on a full
#583
time' basis by the . staff +of the University of Miami's' School of
# (583
Continuing Education. 'In 'addit1. ion., it is i . n I t I e . n I d , , edt eto provide' tick-
#584,
eted> cultur"a1 and; entertainment events to" satisfy both the community
4580i
and tourist market demand:.
#587
University "of Miami James.; L. Knigh' Conference 'Centeer:
#589
=The" University of Miami will lease approximately 30,750
#590
square feet within the third, 'and fourth' floors of ,the Convention
,4591
Center's'£our-story-structure. The facilities contained within this
#592
space will be" operated and maintained by "the University and will be593
known as the `University of Miami James L. Knight :International ;Center
#594
(the "Conference ``Center") The Conference Center- will be used .for
#5951:
seminars, conferences and continuing education programs sponsored by 4597
Hotel
#ti29
Over the eastern portion of the Convention Center the Hotel
#630
Dev,eloper,.will construct own andcause to., beoperated a608 room
.
4 0; 3 1
e 'Miami by �: the
hotel The Hotel will b :,o t h Regency' te pera e as: The Hyatt, R ency
4632
�� Ho
'Hyatt Corporation under ananag,ement 'contract with _th6�tel
Or
333
Developer and. will b4l, financed,private y,,wi th a construction loan
)34
#r
from, Continental 111 i no s'.,, B,4 n k: of Chicago and%, a, long te rm'> mo rtg ag e
loan from "massac uet t S,:, Mutual,,Life 'in,surlance Comp4ny.:,
#636
1; 0 0 :
The Hotel will occupy approximately 9 70squar,e: 'feet
#637
within e th four-story Convention< Center- structure. .:providing ;the fol-
#638
:Jowlng facilities:.; an 11,700,,,square foot ballroom with as,e,a:t n
4639
capacity of nearly.12that will be divisible into two sections of
00
4640
3476 'sqparefeet and two sections, of .,2370'square fee,t Vrespectivelyr
#641
and with seating capacitles—of 348, an 237,,resp6ctiv,6ly;k:i:tchen
#542,:
.�:* room .6
space 'and hotel off ides;,apre unct onr 'f square re f 6 4,t:-, wi th
# s; 4 4
of A70' - disections::6f j square
s ea t i rig capacity visibl,e- into to two
#645
I eet wi th seating capacities of 110each an,.two, section's of 750
77�
#645
eat' food square feet with seating capacities ''of each,; three �:and eve
#(54r)
age 1, e. - outlets of.3582: 6217 and1000' square_ -feet- "respectively; a swim-
rk-
J647
m in :,%�and- approximately 26�000 h,lit.yt�xetai
9; pool y. .,square teet,, P, .ig', �_qua
(6,47'
�space. :,:AdditionaL meeting room requirements of the..Hotel;:,willbe. met
4648
byCity, owned meeting rooms in. the �,:.C6nvldntion,.Center �l, on. a rental
#649;
basis:.649
('
The 19 story,. -tower: -willcontain the:608 guest rooms: ro6ms,:,:, 532
#r
-)50,f
D' i:c a I. rooms of approximately s'qua're-. feet in:: area, wiAl be
tv e
# (6;51'
Administration in August, 1975 in connection with the Convention
4(673
Center -Garage and the Hotel. The DRI for the Word Trade Center is
#574,
pending,.
# (575
In connection with the Parking Garage theCity will need `to
#676
ac.guire in` a timely fashion' Approvai from :the Florida Department of
4677
Environmental Regulation.. Additionally the City will need to acquire
4578,
building permits to be issued by the City.; Delays in the DRI process
#5801
for the.. World Trade Center or, litigation over required permits or
#682
approyals could have an adverse. impact upon the construction schedule
#5R3
of the Conven ion Center -Garage, the Hotel and the World Trade
#(ti83'
Center.
4(9;83'
Construction
#685
Convention Center.;: Th'e City initiated construct on'of the
#ti8ti
Co'nvention::Center on January. 2, 1978. -Contracts'°have been entered
#687
into for salvage excavation, sit ework,`foundations.and part of the
4688
superstructure required for the commencement; of the -construction of
4589
the .Hotel . The. City has entered into a construction contract' with
4690
Frank J. Rooney Inc. for he completion of the_ onvention:Ceiter at a
#y91
t '
fixed; price .of $26,700 000 As of March 1, 1980. the ;City has -:spent
#692
$6,419'�928 of which $2 335,000 was paid pursuant,to the contract for
4593
completion with Frank J. Rooney,Inc,. The ,Ci.ty'esticnates than"con-
4694
struction of the Convention .Cente`r 'will be completed by
#695
# (5951
Parking Garage: The`-Cit'y has entered;int6 a turnkey
#595
contract with.Miami- Center'Associates, Inc. foe ''the, design and
4697
-30-`
#8
construction of the Parking Garage for a guaranteed maximum *price not
# (697'
to exceed,$15,000,000. Construction on the foundation'As expected to
4698
commence by April. 1980 and is estimated to, be completed by
4699
# (599'
Hotel: The .Ho`tel will be constructed by who
#700,"
will act as general contractor and construction manager for the Hotel
#702
Developer.
# (702'
WorldTrade Center: The foundation of the`, World. Trade
#703
Center wi`l1 be built in `conjunction •with the. Parking Garage. No con-
#704," '
i n 'of the world Trade
tracts: have been entered into for the construct o
#70ti
Center.
#(70ti`
Management
#710
Although the, 'City has not yet appointed the. management
#(710`
staff :for he -Convention Center, contractual agreements of the City
4711
with other parties require ahe City to retain a professional manage-
4712
ment consultant of national 'reputation to manage the operation of the
#713,'
Convention Center. .
4(714)
The Parking Garage will be managed by the Department of
#715
Off street 'Parking of the City: (describe management)
#71ti
The University of Miami may provide its own management
#717,%
sta:r its conference center under the School ot.continuing
ff fo
#(718)
Education. The School has. been building a.conference program witheut
_
4719
i own facilities by utilizing avai°lable' on -campus .facilities and
-
4720
major hotels in. Dade County:
#721
1`:
-31-'
#8
The Hotel will be operated under a management contract with
#722
Hyatt Corporation and will be managed by ,.whose
#723
experience in hotel management is
4724
The World. Trade Ce'nter'will be managed by for
#725,
the WTC Owner. (,Experience'in commercia operation)
#(72ti
DESCRIPTION;OF THE'BONDS
#727
General Terms
#729
The Bonds: will bear:interest at',the rates and will mature
#(729
on the ,dates and in .the amounts set; forth orvthe cover page of this
#730
0>fficial Statement. Interest .on the'Bonds will'be payable semi-
#731,
annually on January 1 and July 1 of :.each year commencing January 1,
# (732
1981.
# (732
The Bonds'; will be' issued as coupon bonds, in'' the denomina-
#733
tion of" $5,000'each, or:, as registered bonds without co,upons;.'in aenom-
#734,
inations of $5, 000' or any. -Integral multiple thereof . Coupon bonds
4736
F and fully'regi`stered bonds are interchangeable at the corporate trust
#737
` office of `the' Tr us tee' upon the, terms and conditions provided -in the
4738
TrustIndenture.
#(73R
Mandatory Redemption
4747
The Term Bond`s are subject to mandatory` redemption in part
# (74'7
by lot on each January 1' on and ;after Ja'nuar'y 1, 2001 at the
#748
x principal amount 'there o of plus accrued interest to the date of
#749
redemption,, from monies which are required to be deposited' in the
# (749
-32-
48
Redemption Account in amounts sufficient to redeem on 'January l of
4750
each year the principal amount of such Bonds specified for`'each of
#751
the years shown-: below:
# (751',
Principal: Principal
#754
Year Amount Year Amount
#755
2001 2008
4756. _
2002 2009
#756.'
2003 2010,
#756.
2004 2011
#756.
2005 2012'
#75ti.
2006, 2013
20`07 2014
2015
#756..
I
Optional Redemption`-
#758
The Bonds will;` be subject to redemption:pr-ior to maturity
# (758'
from any monies that may be.available for -such purpose at the option
4759
of the City either in. whole on and after January 1` 1990, or in.part
#760,'
in inverse order of maturity on any interest payment date not earlier
#762
than January 1, 1990 (and' by ,lot if less than all, of a .maturity .is to
#
be redeemed) at the.red'emption prices (expressed"as a percentage of
#763
the principal amount ta' be redeemed)` set forth .below,, -plus' interest
#754
accrued to'the date'of redemption:
4765
Redemption.Period
#757
(Bo.th Dates "Inclusive)` -Redemption Price.
#759
January 1990 through December 31 1990.... 103 $ `
4771
January 1;: 199.1 through December 31; 1991.... 102 Y
#772
January 1;_ 1992 through December 31, 199
4773
January 1, 1993 through December 31 t1993.... 101 "1/2
#774
January 1,' 1994 through December, 311 1994.... 101
4775
January 1, 1.995 through December 311995..::... 100`.1/2�";
#776
January 1: 1996 and thereafter.;.... ... ..... 100
4777
r.
=33,
#S
pledged to the payment of the principal of, ,the premium, if"an. y, or
#796.
the interest on the Bonds.
#(79(
Pursuant to the Hotel Agreement, the City has agreed to
#797
lease ?to the Hotel Developer certain air space over a portion of the
#798
Convention Center, the site thereof, certain shell!. space. within the
#799
Convention Center, and to grant certain easements and other rights in
#800
and around the Convention Center", and to ,grant to the,Developer pri-
#801 ,
ooity rights to certain parking spaces . in the Convention Center-
#802 -
Garage. The Hotel '.Agreement provides for an initial` lease term of
#803
forty-five (45) ye;ars from the commercial; operation of the Hoteh and
# (80=
an option'fo.r a renewal term of forty-five (45) years. The Hotel
#804
Developer has agreed under the 'Hotel Agreement, among other things,
#805,
to pay to the City upon completion 'of, the Convention' Center -Garage
# (80r
rent consisting.of Base Rent equal to $2,900,000 and Additional Rent
#807
equal to. a perceritag.e of Gross Sales- which will' be .calculated as
# (80.
follows:
#(80
Additional,,:.Rentas, .,
#810
Dollar .Volume of a"Fercentage.o;f
#811
Gross''Sal.es Gross Sales.
#812
0=520,000, 000 A$
#815
-`,00001'- 22,.000;000 1.6$
200
#816
22,000i001- 24'000,:000 1.9
#817
24,0,000011- 26,000, 000 2:2$
#818
260;000_ 001-. 28,000,�000 2.5.$
#819
28`.,000, 001-. 30, 0001000 2.7$
#820
30,'0000017. 32,000,b00 3.04.
#821
32;,000;,001- 34,000,'000 3.2$
#822
34;"Opp, 001-,16A00,000 3`:3$�,
#823
36, 000, 001- 38 000-, 000 3.41
#824
_38'000,001--'40,000;`000. 3:5$
#825
40,000,001= 41,656,667 3 AV
#826
-35,
#8.
If Gross Sales exceed $41,666,667 the Developer shall pay #829
Additional Rent to the City in the amount of $1150C? 00. subject to
#830
upward adjustment for, equivalent increases in the Consumer Price
#831
Index `for 'the City of Miami , or such other comparable index which may
#832
be in effect `fr.om time to time if said Consumer Price; Index is
#833
unavailable, using the index for the first year in which Gross .Sales
#834
exceed S41,tiG6,ti67 as a base year.:
#(83
41. 1Gross Sales" shall mean, on an annual basis, the sum of
i
#835
(1) gross room rentals, charges'or• other revenue`
#837
therefrom; and
#(83"
(2) gross food and beverage sales or services,in the
#839
Hotel or'theonvention Center.'
#840
Excluded 'from Gross Sales shall."be commissions paid on room rentals
#842
at 'a ,,,, -rate normally paid .in the operation of a first=class hotel.
#843
Payment of Additional`Rent shall be deferred, if, there are
#845
no funds. available to the Hotel Developer after the payment of grin-
#846,
cipal, interest and participation interest under the Developer Is
#846.
first mortgage; provided the payment of Additional Rent shall :not` be
#846.
deferred •in excess of `the .sum of principal, interest' and 'participa-
#846.
tion.' interest required under•the Developer's first mortgage loan
#846.
effective on:the::date the ..Hotel first opens for business, which: shall
#846.
not, ! in total', exceed ` $5, 300 per hotel ,guest room; per annum. That
#846.
portion of .the deferred Additional Rent shall accrue with. interest
# (84E:
equal,to.1/2 above the rate on "the Bonds. The,'aggregate.amount of
#846.
such .accruals of `unpaid Additional Rent shall be due and ;payable by
#8'46
-36-,
#8
after payment `'of Principal, interest, and participation interest` on #846.
the Hotel Developer's first mortgage and ther"e exists al accrued #846.
Additional Rent for any Prior year or years, such funds available #846.—
shall' be a lied to 'the a ' ent of 'said ,unpaid accrued ' Additional #846.
PP p , ym _
Rent.' #(84C
Pursuant to the WTC Agreement, the"City has agreed to lease #847
to, the WTC , Owner certain air space over the Parking Garage. The WTC #848,
Owner has; agreed under he WTC Agreement,:,among other things, to make #850
air space lease payments of $150,'000 `annually, commencing , # (85C
which will be increased to `and '`fixed at $300000,',' for the balance of # (85C
the Pease term. Such payments are unconditional and not "subject to #851
the construction,of th'e World TradeC'en ter. The'lease ,.payments' will #852
be subject to annual adjustment based on:,the change in. the Consumer # (85
Price' Index 'of the City; of Miami'. The `initial term of the .lease will #853
be years, with a renewal option of years. #854
Tfie University, Agreement provides 'that the University and #855
the City, Have agreed to enter into a lease "for space in the #856,
er,'to be used by the University for. the `Conference #858
agreement is for an Iinitial term of. 30.years from the # (858
:onstructi6n of the Convention Center=Garage and has #859
versity an option for two renewal terms' of - thirty " (30) #860
escrow during the course of construction which, with the "earnings # (86
thereon in the amount of approximately $200,000, will""bIe paid by the
#865
University .to the City as advance rent for the initial 30. year" term,
# (86
"ef tionofthe Coven, Ggd
upon competion ontn
#866
the execution and.:"delivery o£ a "lease, agreement. In " the" event, that a
# 867
lease agreement" is not executed and delivered the City` has agreed to
#868
deposit 2 1 5O.Q, On intothe Supplemental Reserve"Fundupon completion
#869
of the Convention' Center -Garage.
# (86
Rate "Covenant
#872
The City, '.has covenanted in the Trust Indenture that, prior
# (87:
to the :date any, portion of`'the ;Convention Center Garage .Is,' ready for
#873
use and occ1. upancy; the City will' fix., charge" and collect, o'r,'cause to
#874
be, fixed, charg.ed and collected "," reason'able" rents.; rates, fees and
#875
charges for the use or" occupancy of and for the services furnished or
#876
to -be furnished in connection.*.with`"such port"ion of the Convention
#877
Center-Garage;',upon consideration of the"sch"edule of r,nts",".r'ates,
#878
fees" and charges. 'recommended,''by the Consultant retained :for such
# (87
# (87:
purpose.
The"City also covenants in the .Trust"Indenture that com-
#879
mencing with the "fiscal dear" preceding the fiscal year -"in which sub-
#880
stantially al'1" of the'Convention Center Garage is ready "for `use and
#881
occupancy"and in"each fiscal year thereafter,"the. City will fix,
#882
charge.:and collect, or cause to be fixed, ;charged and collected,
#883.
rents, rates, fees" and, charges. (afterconsideration of the, schedule #884
ther'e08 recommended "by the Consultant retained for such purpose) for #885
-38-
#8
#887
#888
#(88'
#889
#891
#892
#893
#894
#895,
#897
#898
# (89E
#899
#900
#901
#902
#903
#904
f i scal year (as ind icated in the preceding sentence) exceeds the
#916
actual operating 'deficit for such prior year, the Consultant and the
#916
City,`, for the 'purposes of this covenantonly, may include as Gross
#916
Revenues of the Convention 'Center -Garage ` for the then current or any
#916
succeeding fiscal year any money deposited to the credit of the
#916
Supplemental Reserve .Fund. attributable `tob such excess. In any fiscal
# (91
year, after the fiscal year ending September 30, 1989, 'the Consultant
#917
and the City, ;for' the purpose of this covenant only, may.nclude as
#918
gross' revenues of ,the Convention Center -Garage any, money deposited to
#919
the credit of the'Supplemental 'Reserve Fund in. excess of Two Million
#920
Five Hundred. Thousand Dollars ($21500,000) .
#(92
The Citysalso convenants and agrees that it will not reduce
#923
the rates; rents, fees ;and charges for any fiscal year `below those in
#924
effect at` the end of the preceding fiscal year unless 'either (i) the
#925
Consulting Engineer esti'ma es that` by reason of any such .r'eduction,
#926
the gross revenue's o.f the`.Conventi`on Center -Garage for such` year
#927
shall be at least five percent, in excess of the', gross revenues
#928
of the Convent ion;Center-Garage for such preceding fiscal _year or
of
#930
_(ii)
°thegross revenues .of the Convention Center -Garage in ,any:,fiscal
#931
year are lower than the gross revenues of.,;the Convention Center-
#932
Garage An the preceding fiscal year and,,the' Consulting Engineer
# (93:
Ae.termines that such reduction was, substantially caused -by "the City's
#933
inability under 'the`requrements described in this paragraph to
#934,
reduce the rates, rents, fees and charges. `
# (93`
'
3
-40=
-
#8
t
3.
Revenues and Flow of Funds
#937
Pursuant to the Trust Indenture, `all Gross'" Revenues
# (93"
received are deposited' in the Revenue Fund' and used. topay the
# (93'
theCnentionCenter -arage. In Expenses.of oithe
#938
Revenue Fund will then be paid out or deposited to the following
#939
funds and accounts in the following order:
#940
First, to the Bond Service Account, an amount equal
#945,
to' the sum of (i) , commencing ► 19 , an
# (94E
amount equal to one -sixth (T/6) of the interest payable on.
#947,
all outstanding Bonds on the next ensuing interest payment.
# (94c
date ; ,prov'ided' that there shall be allowed as acred it
# (94c
toward such depositsto .the credit of the Bond Service
#948.
Account any money deposited` to the Bond Service Account
# (94�
pursuant to the 'Indentu're, and (i) , commencing
#949
19 an ;amount equal to . one -;twelfth
#950
the next me£uring installment of j2rincipal of all
#951
s-e 1 1 `Bonds provided that 1f in,''any calender month there
# (95.
shall be a"deficiency in the amount that is required .to' be
#951.
deposited 'to the r cedit; of ,the Bond',Service Account pucsu .
#951.
ant.,to:-this, .subparagraph, the amount' otherwise .required to `:
#951.
be deposited in the next ensuing calender month to the
# (951
credit of the Bond Service Account pursuant to this .sub--
#951.
shall be increased by the 'amount �of such, defi-
PC''
# (951
c1ency;
# (95
Second, to ,the Redemption: Account, commencing the.;
#953,
first !fiscal year in which any term ;Bond;s are required to
#956
-41-
#8
be redeemed in satisfaction of. the Amortization.
#957
Requirements therefor, an amount equal, to one -twelfth
#958
(1/12) :of the principal amount of the term Bonds required ,
#959:
to ;be' retired on ,the next succeeding January 1 in satisfac-
#961
tion of the Amortization Requirements therefor, provided
#962
that if in 'any calendar month there shall' be a deficiency
#962•
in the-,am`ount�that' As required to be deposited to the
# (96:
credit of the Redemption Account pursuant to this subpara-
#962.
graph the amount .otherwise required to be deposited in the
4962.
neat ensuing calendar month ,to the credit of the Redemption
#962.,
Account pursuant to .this, subparagraph 'shall be increased by
# (96�
the amount of such deficiency;.
#962.
Third, to,;the Reserve iAccount, such amount, '.if any,
#964,
of :any., balance remaining' after :making the required deposits
#966
in the; Bond Service Account and the Redemption Account as
#967
ma`y be required to make the amount then held in the Reserve
#968,
Account. equal to the maximum principal and interest
#970
requirements, on all Bonds, then outstanding for the: current
#971
or any succeeding fiscal year.;
# (97'
Fourth, to the Renewal and , Replacement Fund, one- .`
#973,
twel fth (1/12) of $100, 000 and one -twelfth ,(l/12)- of such.
#975
additional 'amount, if .,,any.:,, which 'the Consultant.' in 'its
# (97r
latest, written report pre,,par.ed' pursuant to the Trust
#976
FilIndenture 'shall have recommended -be deposited` for the
#977
cred it of `such Fund in .the then current ,fiscal year so long ..
# (97'
as,the .balance' in the Renewal and, Replacement- Fund 'shall be
#978,
-42-
#8
{
less than (i) . the greater of One Hundred Thousand;
Dollars
#980
(5100,000)-or one and, one quarter percent
of.the
#980,
gross revenues of the, Convention .Center -Garage " for the pre-
#982
"ceding twelve (12) month. period, or (ii) such larger
amount
#983
which the" CO'tan' in its" latest written report, shall
#984
have recommended be held'" for ,the credit ofsuch Fund
in 'the
#985;
then, current' fiscal year;
# (98E
Fifth, to the 'Supplemental Reserve Fund, ;such
amount,
#988,
if any", as may be' required .to make the amount
in :the "`
#990,P
Reserve unequgreater
of" .
-
#(Supplemental
99,el
Million Five Hundred Thousand Dollars ($;2,500,000)"
or the
#992
Current Expenses as budgeted.. for the "then current
fiscal
#993
year; an
# (99:
Sixth, to the Surplus Fund, the balance, if
any, of
#995,
the, amount soi withdrawn.
# (99E
Reserve Account
#998
A, Reserve Account will be established under the Trust
#(99'
Indenture as a reserve" ifore the payment of principal of
and interest
#999
ont'.
Acco
purpose ;1
clPnnsitLa
the: event 1. that '.t
tp t
hall
.issuance of the 'Bon
serve Account consti
rvice #100C
such #1002
Al be # 100:
:o the # 100
-43 #8
the balance equals the` maximum :annual principal .and interest
# (10
requirements for the Bonds then outstanding in. the current or any
#(10
succeeding fiscal year. Thereafter'.it is' to, depos,it`ed into the
#101
Revenue Fund..:,#101
k
Supplemental Reserve Fund
#101
A Supplemental Reserve Fund will be `established eunder the
# (10
Trust Indenture'. `Prior to ,or. `at the time of> the del ivery of the
#101
edit 0f the ',Supplemetal
Bonds, the- City, �wi'1 ., deposit tb the crn
#101. M
Reserve Fund an amount not less than $ Upon the 'success-
#101�
ful completion of 'construction. of the Convention Center -Garage, ?the
#102�
Citywill deposit, to the credit of the Supplemental Reserve Fund the
#102'
sum of` S2,500,000 plus interest accrued thereon, to be paid 'by the
#(10:
Univer s it to the Ci11 ty pursuant .to the ,University Agreement or from
#102.
other lawfully available monies of the City, but, -only in; the- event
WO:
that the University. does not pay said sum of $2,500;000 plus accrued
#102:
interest thereon, and, $21 900, 000, to be paid 'by the Hotel Developer
#102
to the City pursuant to; the Hotel Agreement. This amount,. together
#102
with interest estimated to be earned, thereon, assuming a rate of
#102"
return of per annum, shall be available to pa.y= current
#102:
expenses and principal of and interest on :the Bonds and to"make .cer-
# (10:
tain deposits in, Funds and Accounts established under the Indenture
#103:
to the extent monies held . in the Revenue Fund, Sinking 'Fund and. 'cer-
#103:
twin.othe r Funds for such purposes are insufficient therefor.
#(10:
The Trust Indenture provides that money held for the credit #105"
of the Supplemental Reserve' Fund is':to be applied for.. the following
#105;
-44-'
#8
purposes: (a) if, at any time money held.,in the Revenue Fund shall
#105`.
not be sufficient to pay current expenses of the .Convention`Center-
#106(
Garage. then due 'and payable, the Trustee shall then transfer from the
#106.
Supplemental Reserve Fund to the,.credit of the Revenue" Fund an amount
#106:
sufficient o make•up any such deficiency; and (b) if at"any time
#106;
money in" the to Service Account shall not be'su£ficient to `pay the
#106•
interest on all, the outstanding Bonds and I "the principal of .all serial
#106,.
Bonds which shall then be due` and payable or .the total money, held for
#106
the ' credit of the Redemption Account "shall be less than .,the amount
#106F
required to' pay the `;principal of all" term Bonds` (including retirement
#1061
thereof in accordance with Amortiz11 ation Requirements) which sh'al
#1061
then ,be due and', payable, the,:, Trustee'.. shall then. -transfer from the
#106�
Supplemental;.Re'serve Fund to the; creditof the'Bond Service Account
#107(
and the Redemption Account an. amount "sufficient to make. up any such
#107:
deficiency and '(c) if at any time money held `for. the credit, of the
#107:
Renewal,,and .Replacement Fund" shall be less than the max imam require-
#107:
ment for the Renewal "and Replacement Fund the Trustee' shall then
#107-
transfer from the Supplemental .'Reserve Fund to",the credit of the
#107`
Renewal and Replacement Fund an amount sufficient to "make up, any.. such
#107(
defici'ency.; provided, however, that money in ;the SurplusFund shall
#107.
be appliedto make up any such deficiencies before any,money in .the
#107�
Supplemental Reserve Fund' shall b'e di"sbursed for such purpose.
#108(
Investment' earnings on sthe, monies in the Supplemental Reserve Fund
#108:
il ,the amount on deposit
will, be retained therein untis. equal to
#108:
52,500,000; and then such investment earnings ahall.be deposited in
#108:
the- Revenue Fund..
# (101
-45—
#8
Investment earnings ,are assumed at a rate
>n the
# 112t
eserve
# (11:
e Bond
# 112
sition
#112:
n the
Net" Revenues #113.
Net Revenues, Gross Revenues less Current Expenses,".are #1141
projected to be equal to: Debt. Service for the ,first years (the #114:
posits into the Renewal
# (115
he Supplemental Reserve
#(115
divided by -Debt Service,
#1154 '
minimum. 10-25, decreasing
#1155
ie Supplemental �Re'serve
#1156
!ue to `excess. revenue`s.
#115 7
VERAGE
#1158
#1160
#1162
#1163
#1164
#1165
#1166
#1167
# 1168
#8
Other Funds
#116
Withdrawal from Supplemental Reserve Fund
#117
Total. Gross Revenues:
#117
Current Expenses:
#117
Par 1 ng . Ga'rag e;
#117
#117
Convention Center.
#117
Total<Current Expenses
Deposit into R&R Fund
#117
Net Revenues,
#118
Bond Payments
#118
- Principal ,
#118.
Interest
#118
Debt Service
#118'
Current Expenses & Debt Service
#118"
Excess, Funds'
#118
Remaining' Balance in Supplemental Reserve ,Fund
#119
Coverage' Net Revenue .+ Supplemental Reserve
#119
- Fund - Deb Service)
#119
TELEPHONE AND TELEGRAPH' EXCISE TAXES
The .telephone and telegraph excise tax revenues pledged for
#119.
the payment of the principal of Wand interest .on the 'Bonds, are derived
# (111
from the levy and; collection of .the,utiliti'es service tax upon'the
#119.
purchase of telephone„and telegraph 'servic , ,pusuant to
#119:
'Revenues: -derived ,from said 'tax equahled ` approximately $ in
#119
1978 and S in 1979.:. Although it is expected that such
#119:
telephone and. telegraph excise . tax revenues , wihl' [contin,ue to
#119.
increase%rem ain,constant] "there can be no assurance that these'reve-
#119
Hues' will be, available to pay the principal of and interest on the
-
#119
'
Bond's due to the prior Lien of the Utilities ;Tax Bonds thereon.
#119.
-49=_
#8
The City has covenanted in the Indenture that it will not
#119
use or pledge th"ese telephone and telegraph excise t'ax revenues to
#119
pay or secure the payment of any bonds ot, obligations or indebtedness
#119
other, than the Utilities Tax Bonds and the Bonds. ,The `City may, how-
#119
ever, use said revenues for any lawful "urpose if . they exceed the 4119
amount necessary, ` to pay the Utilities Tax Bonds and the Bonds.
# (11
—PROPOSED,BOND ISSUES
#119
I: The City presently intends 'to i"ssue, $35000,000 Public
#119
Improvement `Senior Revenue Bonds, .Se`ries` 1979 A ,(Watson Island
#119
Project) (the "Seri•es iA. Bonds") and $20,OOQ,000, Public" Improvement
#119
Revenue Bonds, Series 1979 B ('Watson Island Project) (the "Series B
#119•
Bonds"), for `the. purpose of "financing a theme and amusement` park
#119
located on" Watson"'Is land in Biscayne ,Ba.y in' the City. Th'e Series' A
#119•
Bond's' will"'.be,: payable from and "secured by a first lien upon and
#119
pledge of the net revenues derived "from the "park. "The Series B Bonds
#119
wiI! be payable from" and secured by a junior lien upon and pledge of
#119
aid °net .revenues derived from the park and a first lien on and
#119
pledge of. the Cityls .Guaranteed' Entitlement Revenues•,: being "the reve-
#119•
rues"received by the.;City`as i.ts .portion of the State�of Florida's
#119i
revenue sharing: trust ;funds pursuant to `Chapter 218; Part II, Florida
#119
Statutes. The stile of the. Series A Bonds..and the Series B Bonds is
#119
contingent upon the receipt by 'the City of a•'UDAG grant in'the amount
#119•
of S7", 000; 000. The City presently expects to deliver the Series A #119
Bonds and the Series-B Bonds about July. 1, ' 1980:
# (11
-50-
#8
77 1 L
x -
s .
of whom serves as Mayor. The Commission acts as the governing body
#121
of the City, with ;powers to pass ordinances, 'adopt regulations and
#121
appoint'alchief administrativ.e`officer known as'the City Manager.
#121
City elections are held in November every .two Years on a
-
#122
non -partisan basis. At each of these elections a Mayor i`s elected
1
#122
for a two - year; term. Candidates for Mayor must:.:,run assuch. and not
#122:
for the Commission in general: At each'.elecaion two members of the
#122
Commission_ are elected for four year terms. Thus, the City
#122:
Commissioners' terms are staggered so that there are -always at least
#122 _
two .ex erienced members ,on. the Commission. The City Commission
P _
#122''
appoints the,City. Clerk, the City Attorney, the City.Manager the
#122!
members of the Off -Street Parking Board and. the members of the
#122:
Planning and Zoning Board.
#123c
The CityManager acts as the -administrative head, of the
#123:
municipal' government and isresponsible for the proper administration
#123'
of all affairs of the `City. The Charter' of the City of Miami, places
#123
considerable responsibil ity upon the City .Manager;. He is authorized
#123`
to appoint and remove.a11 departmental directors, prepare. the annual
#123(
budget, investigate the affairs-. of the City or of any :C, depart-
#123(
ment r.eorgan'ize the administrative structure and recommend to the
#123.
City Commission any policies which will benefit the health, safety of
#124c
welfare of the community.
# (12�'
The City' -Council
#124,
`A. `E, MAYOR, was first el,ec ted ,Mayor i n
MAURICE FERR
# (12�
November. 1973 and .reelecaed in November 1975, November 197,7 and
# (12
-52=
#8
November 1974 for two-year terms respectively* M6yor,Ferre is a
#124
graduate of Lawrenceville School in New Jersey and holds a 'Bachelor
#124
of Science, degree in Architectural Engineering ;from ;`the University of
#124
Miami. He is a prominent businessman and corporate consultant with
# (12
interests in both.the UnitedStates'and `the Caribbean.
#124
JDE CAROLLO,,Commissioner, was elected in November 1979`,
#124
for four -year term. Commissioner Caro11 is! 24 years` old and is a
#124
graduade o'f. Miami Dade Community College and Florida International
# (12
University. He holds aBaccalaureate of At Degree in>International
#125
Relations 'and a Baccalaureate of Science. Degree in Criminal' Justice.
#125
Be is .pres'ently Vice -President of Export for` International Trading
# (12
and Shipping Corporation.
#125
THEO.DORE' P. ;GIBSON, ,`, COMMISSIONER, 'was jappointed a
#125
Commissioner, 'in April' 1972 and was elected in November 19T3 and
#12G
.; reelected 'in. November 197T:for�four-year terms respectively. Father
#125
Gibson was graduated `from St. Augustine' College in Raleigh, North
#125'
Carolina and from Bishop Payne Divinity,School, .now �a part of the
#125
Virginia Theological Seminary. Father Gibson has been the Rector of
#125'
the Christ' Episcopal Church, Miami , for' 32 iyears.
# (12:
ARMANDO E. LACASA COMMISSIONER; was.,appointed'Commissioner
#126i
o'n January 17, 1979. COMMA ssioner Lacasa is a graduate"'from
#126'
Villanueva University School of Law, Havana; Cuba and, of Florida
#126:
State University School of Law:' He -;is presently a member of the'Taw
#126•
firm of High, Stack,. Lazemby, Bender, Pallahach', and Laca`sa.` He
#(12i
belongs to the Florida Bar and Dade County� :Bare Associations. He is
# (12
Vice -President of the`Latin Festival of the Orange Bowl Committee.
# (12-
-53_.
#8
J.L. PLUMMER, JR., COMMISSIONER, was appointed a
#126
Commissioner' in October 1970, and was first elected. Commissioner in
#126'
November 1971 and, reelected in` `November 1975 and November 1979 for
# (12
four-year terms, respectively." Commissioner Plummer is" a graduate of
#126
Miami . Se'nior "'High School and the Cincinnati College of Mor"tuary
#126'
Science.,,He is Chairman of the Board of Ahern-Pl ummer' Funeral `Home,
# (12
Miami.
#(12
City"Management
#127.
J. R: GRASSIE," CITY MANAGER, was appointed by the City
# (12'
tion""Jul09
Commission to the City's top" administray' 76.
#127:
He served' as City Manager: of" Grand Rapids, Michigan from 1970 to 1976
#127;
and as Deputy City"Manager of G"rand" Rapids from 1968 ;to 1970.. City
#127,
Manager,Grassie is a graduate"of the University of. Chicago with both
#127:
a Bachelor of Arts degree and a Master's degree in Political
#127�
. tional City
f tHe e InterneScien/Economics
#127"tive`"mem
Management Association._
#(12'
DAMES E.' GUNDERSON, DIRECTOR -OF FINANCE;"who joined the
#127�
:City in November, 1976,.was graduated <from the University"of",Illinois
#127c
Law and Accounting`. xe nas: extensive experience
:e' and governmental sectors of the economy.P
:1`udes the University of Washington," Boeing Ai
-54-
#128C
#1281
#128�-
#128_
128
#128-
# (12�
#8
Principal Services Performed by; the City
#130�
Services performed by the City include fire and police pro-
# (13i
t'ection; garbage collection; sanitary sewer, storm sewer, and highway
#130
construction ; tour sm, ;trade and, commerce promotion; planning;; and
#130.
building, and zoning inspection.
# (13'•
The Police .Department, is ' the ,largest department o"fthe
#130:
City. In addition to law enforcement, it provides personnel train-
#130-1
ing , info;rmation .and computer` systems, criminal investigations.
#130:
The City's Fire Department;, in addition to its traditional
#130'
fire services, provides .emergency medical and rescue services. The
#130'
Depa"rtment also .provides training, enforcement of fire. and building
#131,
codes`, and. emergency communication services.
#131:
Prina`ipal Facilities of. the City
#131'
The .City maintains 87 perks having an area. of 836 acres,
#(13:
and ,two golf "co,1urses. It operates and maintain's the Orange Bowl
#131
Stadium; the,Miami' Baseball Stadium; four City -owned marina facili-
#131:
ties providing 685""berthing facilities;' the` newly renovated Dinner
#131-
Key Exposition Building; and the Bayfront Park Auditorium.
# (13:
The Downtown Government Center, is a 30=acre..joint develop-
#131!
ment among the City, =State. and Federal governments. Facilities at
#1311
the Center include the City of Miami_ Administration. building','" pies-
#132t
ently being constructed, .a` County .Administration .building, .a 'County
#132
Court bui` ding, a'Central Lib"rary, a City par king,"Ga"rage and four
#132:
State buildings. Space is reserved for. future construction` of a
#132:
Federal Building.:
#132
-56-'
#8
Capital Improvement Plan
#132
The "1978-1984'"Cap1tal` Improvement Program,of the City
#(].3
includes 175 "projects totaling $243,704,000 in"value. There 'has been
#132
an increase in programmed spend"ing for storm, .sanitary sewer.;and
#132
street projects scheduled in the latter years 'of this Program.
#133
tVatson Is and,8"7 acres"in size,' and ..located one mile" from
#133
downtown Miami', is`projected as a planned development which will
#133
include' entertainment., cultural, marine, shopping and dining
#133
£acihities. Development of Watson Island, is expected to commence
#133
See pages : "
#133
Employee Relations "`
#133
The. City ha`s negotiated multiple -year agreements with' all
# (13
its labor organizations. Three'separate; labor ag"reements with the
#133
• Frate:rnal' Order 'of Police", Lodge No. 20; tFie In
#134+
As`soc,iation of .Firefighters;" 'Local. 587," and with the" American
#134
Federation;, of State, County` &: Municipal Employees, Local ,No. 190.
#134:
expire on .October,1 1981..
#(13
The Sanitation. Employees Association_ and the City` have
#134.
recently entered into �a 3,-year agreement terminating October 1,
#134
1982.
# (13,
Al 1 of 'these. agreements provide for increases 'not .'to `exceed
# 134
pc F on' the second and third years of the contract," and there are nei-
#134+
t"
Further negotiations are precluded by a waiver
clause (the
#134
waiver precludes reopening the contract) , and all
the employee
#134
organizations `enumerated above specifically', waived ;the`
night. to
#135f
request negotiations until the termination' of these contracts.
#135:
The City Manager's'Office has a professional labor la-
#135:
tions staff dedicated solely to -labor negotiations
and contract
#135:
administration `during the term of these agreement's.
#135
#135�
Po ulation and Demographics
While the ''Miami Economic Region,: comprised of
Dade, Broward
# (13`_f
Nand Palm $_each Counties, e�cperienced, a rapid increase
:in,,. population
#135"
in"'the 1970's; attributable p"rima`rily: to immigration; the. City
#135'
experienced a,much'slower growth., rate due primarily
to substantial
#135:
prior development and increasing suburbani'zation. The
average annual
#136C
population increase, from 1970 to 1978, in the City
was 1,200, in
#136_
Dade County 28', 300' and ,in the Miami Economic' Region
90, 200.
# (13r
-58-'
#8
AA
POPULATION TRENDS
#136
AVERAGE ANNUAL POPULATION
GROWTH
#136
#136
MIAMI,' DADE
:COUNTY, AND THE MIAMI
ECONOMIC REGION
1.960-1978
#137
1960-1970
197.0-1978
#137
. %o
4137
Total Total
Total
Total
#137
.
.Dade Economic
Dade
Economic
#137
Area
Number
'Count Region
Number. County
Re`
#137
i
City of Miami
4;317
130 5.8
1,192 4:2`
1.3
#138
Balance Dade
#138
,of
County
28,�957
� 87,0 39:2-
-27,119 �95.8�
".30.�0
#138.
Total Dade County
33, 275
106 0. 45.0
28, 311 100.0`
31.4
#138
Browa.rd County
28,615
38.7
38,686
42.9
#138"
Palm 'Beach County ,.
- .
12,054
'16..3
23, 225
25.7
#138
Total Miami.
Economic Reg ion
73, 955
100..0
90, 221
100.0
#139
# (13 .
#139
` Source Bureau of�;the
Census,, (1960-1970),; University of
#139
Flori,da
Bureau of.Economic
a_ndBusiness.
Res"eaach
#139'
z..
-$9=
#8
---------- ------
4
The U.S. Bureau of
the Census figures for 1970
show that
# 140(
the working group? ages 20 through 64 'comprises,
576$ 'of
the City of
#140_
Miami's
populations compared to'52.3% for the
entire United
States.
#140.
The percent of :population 65'
and ''over exceeds the national
average by'
#140,
4.5%:
#(14(
AGE GROUP AS A
PERCENT OF TOTAL
POPULATION
#140E
1970
#141(
pge
united
-
City of
#141.
Group
States`
Percentage,
Miami
Percentage
#141�
p=q
17, 154, 337
8.4
20'; 920
5`.3
#141
5-9.
19,95F�,247
9.8
24',�770`;
7.4
#141E
10-14
20'789-468
10.2,;
24+'227 s
7.2
#141S
15=19�
19�070,348
9.4
231872;
7.1
#1.42C
20-24
16,`371',021
8.1
23;523
7.0
#142
25-34
24,;90.7,429.
12.2
40,222
12.0
#142
35-44
21",087,'805
11.4
43,76,0
13�.1
#142:
45=54
23,219-,957``
11.5
'43,,758
13.1
#1421
55=59
9,`973,028
-4.9
21',418
6.4'
#142-
ti0-fi4
8;616,784
4.11 2
19;906
6.0
#142,
h5-74
12,435,456
6.1
30,463.'
9.0
#142"
75
#142�
and
#143C
over
7, 630, 046
3.818',
020
5.4
# 143'_
Total:
203,211;;926
100.00
334;859
1000
#143:
Transportation
#144_
Port of - Miami s
Eigh terminals
accommodate, the. seven
# (144
cruise
1 fines .which' dock .their 16permanent and
five: seasonal .'ships in
#144
the Port of Miami.'
# (144
The Port';s contribution to the community,' is ,not
solely eco-
#1446
nomic
in .nature. The Port also strengthens Miami's
role;,as the
#144E
Gateway, of the Americas.
This is evident' by
multinational companies
#1449
-'0-
#8
locating overseas offices in the area, 'supported by the foreign
#145
banking departments of local banks and 14 Edge Act 6anks,, thus estab-
#145
Iishing Miami as a major international center.
#145
Miami.International Airport: Miami International Airport
#145
experienced. a 20 percent increase in passenger traffic during 1978,
#145
averaging more than 45,000 passengers per day through the terminal
#145.
and its seven concourses.
#(14
The Airpor.t's; facilities include three runways, a 5,000 car
#146�
parking complex, approximately two' million square feet of warehouse
#146:
and office' space, and .maintenance shops. Approximately 30,000' i'ndi-
#146_
viduals are employed at the airport.
#146
Local 'Mass Transit
#146
Metro `politan..Dade 'County Rapid Transit System• One of the
# (14
most important developments affecting •Dade County in general., and
#146•
downtown ,Miami in "`particular, is the` `recent start of construction of
#146•
a'' rail. rapid transit system.: Construction has: begun on the develop-
#146
ment�of a 21-mile, elevated`rail'system to extend from Kendall ,Drive,
#146•
in southwest Miami, to H'ia1eah,, north o,f Miami Internatiohal
#146�
Airport.
#(lS`
The system >will pass through the western„;porton:of Miami's
#146
Central Business Distr ct and have<2. s;tat1ons. `Construction was
#146,
begun in May 1979 and is expected to exttend' through 1984..
# (14i
-61-
#8
Downtown .People -Mover System: Efforts are also underway to
#146,
secure funding for the development of a separate rail transit system
# (14(.
In Miami's `Central Business
District. This project, ,the. Downtown
#146,
People -Mover System, is planned
to consi"st of a two-way, elevated
#146�
rail 1`ine extending around
the CBD core with spur lines extending
#146�
north and 'south to the `outer
portions of the downtown. area.
#146,
The project wouhd
be developed and operated under the aus-
#146-
pices of Metropolit1. an Dade
County's Transportation Authority and is
#146-
projected 'to cost approximately! $186 million. 11 Dade County, and the
#146,""""""`
City of Miami have 'committed
$24 million to the project -'and an appli-
#146,
cation has been filed with
the Urban Mass Transit Administration
#146
fo'r the balance of
funds required to develop ,the system.
#146,
Building Activity,
#146"
Building permits
issued i"n the Ci y since, 1971, are as
# (14
#146:
follows":
city of Miami
1147
Year
(000 s)
#147:
19.71�
156, 239
#147F
?_972
;241,967
1973
190,026
#147
1974.
11 3►'619 �.
#147�
1975
60,750
#148C
197h
80,7.44
#148_
1977
9T 151
#148:
1978'
105,064
#148=
1979 "...
# 14 8
Major new office
building -construction in the City is set #148;
out in the following table':
#148E
-62=
#8
Ma oar: New`
Office Buildings
Planned"or
un er Construction
June 1979
Est. Date
Net Leasable
Name/Location
of' Completion
Area
`(Square Feet)
Flegler' Federal~
Jan.; 1980
24,000 addition
101 N.E. ist Avenue
Hollo Building
Jan. 1980
120,000
S.E..2nd Ave. &. Miami Ave.
Miami
May_19.81
69.3,000
,Center
lift, oint --
P
Ball Point IVUpto198Plaza
1700,00 0
gall Point =
Government Center
Early'1983
700,000
agler St. & 2nd Ave. "
Southeast Bank Building
July 1984
700,000-1,000000
Flagship Center
Late 1980,
280,000
701 Brickell Ave.
Forte Plaza on the Bay
May 1980
118,000
1101 South Bay Shore
Barnett Center
May 1980,
175,000
900 Br ic k`e 11i Ave.
Doran Jason
May 1980
85,000
5 S.E. 8th St
#1492
f140
#1495
#1498
#1499
#1500
#1503
#1504
#1506
#1507
#1509
#1510
#1512
#1513
#1515
#1516
#1518
#1520
#1521
#1523
#1524
#1526
#1527
#1529
#1530
#1532
#1533
#1535
#1536
#1538
#1539
#8
Kolisch Building Sept. 1980
80,000
#1541
#1542
S.W. 27'th Ave-. & Greenwood
#1546
Convention Activity
The City, as'reflected in the table below, is one of
the #(154
major convention centers' in the United States.
#1547
CITY OF MIAMI CONVENTION ACTIVITY
#1549
CALENDAR CONVENTIONS
HELD DELEGATES
$ VALUE
#1552
#1553;
YEAR
1971 361 101,241
14,173,740
#1557
#1558
1972 220 83,075
1973 212 84,740
11,630,500
11,863,600
#1559
1974 192 83,927
160585,400
#1560
#1561
-
`
'f975 255 81,720
1,91 93,600
16,344,000
18,720,000
#1562
s
1976
�977 202 86,120
17,224,000
#1563
1978 214 105,820
23,280,400
#1564
197g 212. 93,640
24,346,400
#1565
:.
NOTE::',The dollar value figures are based on
Association
guidelines provided #1568
of Convention and #1569
by the International
Visitors Bureaus. 1971 to 1973 figures provide for a #1570
day delegate; 1974 to 1977 provide for $50. #1571
$35. per per
per day; 1978 provides for 155. per
day; 1979 provides(157
for $60. per day per delegate.
SOURCE: City of Miami Convention Bureau
#1575
=64=
#8
j
CITY FINANCIAL INFORMATION
#1578
Procedure' for Tax 'Levy and Tax Collection
#1580
�.
�Rea l,� and personal property valuations,.are determine& each
# (158C
Year as of January 1 by the Dade County Assessor of Property at just
#1581 ,
u.
value. A notice. is mailed to each property owner indicating the
—
#1583
,
property valuation. The property owner has the right to file an
#1584
x
e eal with the Dade County 'Cl er k o f the Board of Tax Ad j , tinent if
PP —
# 158 5
suchproperty valuation as determined by the property appraiser is
#1586
inconsistent with that ,as determined by, the .property owner: All
#1587
appeals of such valuation determinations are heard by the Dade..County
#1588
Board of Equalization. The Board certifies the assessment roll upon
#1589
completion of the hear.in q'of all appeals so filed. ',
#1590
All taxes aredue and' payable on November 1 of each year or
#1591
as soon _`thereafter as the assessment roll is certified and delivered
#1592
to the Dade County Tax Collector: The Dade County Tax Collector
#1593
mails to each _taxpayer on'.the assessment roll notice of the taxes
#1594
levied. Taxes may .be .paid upon, receipt of such notice, with dis-
#1595,
counts at .the rate of four`, three, two and one percent if' paid in the # (159':
months. of November, December, January, and 'February, respectively.
#1597',
Taxes paid during the"month of March are without discount. All #1600
unpaid taxes on real and jersonal property become delinquent on #1601
April 1'61 the calendar year follo11 wing the year in which the taxes #1602
were levied. A11 ,tax collections for the City are delivered to the #1603
City of Miami by Dade County: The delinquent real property taxes #1604
-65-:.
#8
i
bear interest at the rate of eighteen percent per year
from April 1
#160
until.a tax sale..certificate is
sold at auction from which time the
#1606
interest rate shall be as bid
by;,the`buyer' of the
certificate.
#1607
�; TEN LARGEST; TAXPAYERS IN "THE CITY OF MIPIMI
T _
#1610
E;
1978
#1613
;.
Assessed
#1614
.; Name of Taxpayer
Nature of'Activity
-'V_alue
#1615
Southern Bell Telephone &
Telegraph Co.
Telephone Utility
$220,145,510
#1618
#(161(
Florida Power & Light ?Co.
Electrical Utility
Sales
69,765,376
65,485,195
#1619
#1620
Equitable Life Assurance
Retail
#1621
International Business Machine
—Co.
Retail Sales
39,081,036
#(162,
First Federal Savings & Loan
—Co.
Bank
37,348,613
#1622
# (162'
Miami Herald
Association
Newspaper
Office Building
34,022,494
25,609,191
#1623
#1624
One Biscayne
Massachusetts Mutual Ins. Co.
Insurance
20,685,541
20,523,946
#1625
#1626
St. Joe Paper Co.
New York Life Insurance Co.
Paper Manufacturer
Insurance
18#486#532
#1627,
Total Assessed Valuation of top ten taxpay-
#1630
#1631
—ers, which is 13.67$ of total
1978 assessed
$551,153,434
#1632
valuation
city of Mimi, Florida
#1636
Principal
and interest requirements
on all outstanding general #1637
obligation and special obligation bonds,
#(163"
s
Fiscal
#1641
{
Year
in -ding
Outstanding Bonds
#1642
9-30
Principal
Interest
Total
#1643
1980
'T981
$. 8,299,000
11,411,000
$ 7,721,879
7,075,542
$ 16,020,879
18,486,542
#1646
#1647
1982
'T983
11,240,000
10,089,000
6,4191690
5,785,011
17,659r690
15,874,011
#1648
#1649
1984
T985
9,651,Oo0
9,647,OOo
51184,552
4,613,191
14,835,552
14,260,191
#1650
#1651
1986
9,527,000
4,066,794
13,593,794
#1652
1987
1988
8,733,000
8,340,000
3,587,788
3,158,207
12,320,788
11,498,207
#1653
#1654
T989
1990
7,241,00o
71057,000
2,759,615
2,419,325
10,000,615
9,476,325
#1655
#1656
T991
6,385,000
2,097,587
1,782,884
8,482,587
7,482,884
#1657
#1658
1992
1993
5/7009000
5j320rOo0
1,486,685
61806,685
#1659
1994
T995
51010,000
5,065,000
1,215,853
986,318
6,225,853
6,051,318
#1660
#1661
1995
T997
4,545,000
4,305,000
775,506
576,330
5,320,506
4,881,330
#1662
#1663
T998
3,135,000
380,965
3,515,965
#1664
1999
2,010,000
970,Ooo
255,835
181,481
2,265,835
1,151,481
#1665
#1666
f000
fool
1,000,000
126,743
1,126,743
865,356
#1667
#1668
1002
7003
795,000
555,000
70,356
30,100
585,100
#1669
7004
fo05
75,000
.95,000•
17,500
14,100
92,500
109,100
#1670
#1671
1006
95,000
100,000
10,300
61400
105,300 #1672
106,400 #1673
7007
lm
1101,000
2,200
112,200 #1674,
1 ,50 ,000
2, 08,'10
r
#1676,
-67-#8
GENERAL OBLIGATION BONDS OUTSTANDING ON SEPTEMBER 30, 1979 #1682
General
Final
#1686
Ob-ligation
Maturity
Amount
Amount #168'
Issue
Dated
Year_
Is
Outstanding #168
Fire Fighting
#1698
t `
Facilities
3-1-58
1988
$ a50,,000 ,
$ 370,000 # (16
Coconut Grove'
Incinerator
3-1-58
1988
1,'100,000
#1699
485,000 #(16,
Refunding Sewage
Disposal Bonds
1-1-62
1990
14;565,000
#1700
6,490,000 #(17:
Dinner Key Marina
6-1=65
1985
2,370000
745,000 #170_
Land Acquisition
#1702
Bonds
6-1-65.
1985
700,006
210,000 #(17r
Bayfront
#1703
Recreational
#(170
Facilities
8-1-67
1987
2,250,0,00'
930,000 #(17c
}
Recreational
� ��
�
� � ���
#1704
Facilities
8-1-67
1987-
l',000,000.
400,000 #(17c
Storm Sewer
Improvements
8-1-67
1987
1,000,000
#1705
400,000 #(17C
Recreational
#1706
Facilities
7-1-68
1988
1,500,000
720,000 #(17C
Storm Sewer
#1707
Improvement
771-68
1988
1,500,000
720,000 #(17C
Sanitary Sewer
7-1-68
1988
5,000,000
1,0501000 #170�
Convention Center
5-1-69
1989
4,500,000
2,350,000 #170'_
Sanitary Sewer
5-1-69
1980
3,000,000
300,000 #171c
Fire Fighting
Tac it ities
10 4-70 .
1990
- i, 000, 000
#1711
560, 000 # (17-
Police Headquarters
10-1-70
1990
1,500,000
860,000 #171--
Pollution Control
#1713
Facilities
10-1'70
19,90
3,000,000
11720,000 #(171
Sanitary Sewers
10-1-70
1990
7,0001000
2,440,000 #171=
Highway Improvement
2=1-71
1982
3,000,000
900,000 #171c
*9torm Sewer
.:'
#1716
Improvement
2-1-71
1991
10500/000
945,000 #(171
Highway Improvement
9-1-71
1991
2,000,000
1,230,000 #171�
Sanitary Sewer
9-1-71
1991
51000,000
2,235,000 #171£
Fire Fighting
6-T-72
1992
1,100,000
760,000 #171S
Sanitary Sewer
6:
-1=72
1992
5,000,000
2,450,000 #172C
Police Headquarters
6-1-72
1992
1,5001000
1,020,000 #1721
Storm Sewer
'improvements
6-1-72
1992
3,000,000
#1722
2,040,000 #(17
Street & Highway
#1723
Improvements
,6-1-72
1992
2,000000
1,070,000 #(17
-68-
#8
I
General
Final
#1692
Obligation
Maturity
Amount
Amount #169
Issue
Dated
Year
-Issued
Outstanding #169
Public Pk &
#1724
Pecreation
#(172
Facilities
10-1-72
1997
i,28050p,000
21,260,000 #(17
Storm Sewer
#1725
Improvements
9-1-73
1993
2, 000, 000
1, 4751000 #(17
Police Headquarters
9-1-73
1993
4,000,000
-2,950,000 #172
Storm Sewer
'Ymprovements
3-1=75
1995.
3,000,000'
#172 7
2,520,000 #(17
Sanitary Sewer
#1726
Improvements
3=1-75
1986
51000, 000
3, 500, 000 #(17
Police Headquarters
3-1-75
1995
8/0008000
6,710,000 #172
Street & Highway
#1730
Improvements
3-1_-75
: 19.86
3,000,000
2,100,000 #(17
Sanitary Sewer Bonds
10-1-75
1995
51000,000
3,935,000 #173
Police Headquarters
10-1-75
1995
2400,000
1,680,000 #173
Sanitary Sewer
71i
13,000,000
12,260,000 #173
Street & Highway
#1734
Improvements
5-1-77
1988
5,000,000
4,500,000 #(17
Fire Fighting
5-1-77
1997
5,000,000
4,735,000 #173
Police Headquarters
5-1-77,
1997
3,000,000
2,855,000 #173
Storm Sewer
#1737
Improvement
5 1-77
1997
2,000,000
1,895,000 #(17
Fire Fighting
12-1-77
1998
100000000
1,000,000 #173
Publ is Pk &
#1739
3ecreation
# (173'
Facilities
12-1=77
2003
111540,000
11,540,000 #(17.
Housing
12-1=77
2008
lr500,000
lr500,000 #174
Street & Highway
#1741
Improvements
12-1-78.
1998
51000000
5,000,000 #(17.
Sanitary Sewer
12-1`-78
1998
6,0001000
6,000,000 #174
Fire Fighting,
#1743
Prevention & Rescue
# (174.
Facilities
12-1-78
1998
2250000
2,250000 #174
Storm Sewer
#1745
Improvement
12-1-78
1998
5,000,000
5,000 000 #(17
1 8,065,000 #174
i
REVENUE AND SPECIAL OBLIGATION BONDS OUTSTANDING ON SEPTEMBER 30, #1752
1979 # (175.
Special Obligation
Final
and Revenue
Date of
Maturity
Amount
Amount
.
- Bond
Issue
Year
Issued
Outstanding
t
Incinerator Revenue
7-1-51
1981:
3030400
346,000
Utilities Service Tax
—Series A
2-1-63`
1988
3,125000'
1,350,000
Orange Bowl Special
-
—Obligation
3-1-67
1982
Y,900000
485,000
Orange Bowl Warehouse
Revenue
12-1-69,
1982�
105;000�
44,000
Orange Bowl Warehouse
_Revenue.12-20-74
1989
225�,000
185400
Off Street Parking
3
Revenue'.
Series A&B'.
4-1-66
1994 �4,800`,000
2,295,000
Series 'C
4-1=73
2002
3;150,000
3 105,000
810, 000
To
7,
#1756
# 17 57
#1758
#1763
#1764
# (176
#1765
# (176
#1766
# (176
#1767
# (176"
#1768
# (176"
#1769
#1770
#1771
Bonded indebtedness
#1775
General Obligation
the
Bonds Offered eeretunder
#1776
E
September 30, 1979, terest
xclusiv e
of
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i:�i=
REVENUE BONDS
AND
SPECIAL OBLIGATION
BONDS
�1779
PRINCIPAL AND
INTEREST MATURITIES AS OF
SEPTEMBER 30, 1979
#1780
Owing
aam Wel sI«w otrladeiM
} : m
prwipl
"m
Ideal
1W
IS5.000
19.65
171.10
173.000
12.973 111S.975
19a1
WARD
13.5.0
178.1W
173.000
9446 179,46e
I w:
10.Od 1
6.765
1700
Lla� nln
aa�
Sa0.1110
ara
V IMn
ana�
"WOW
as
519.4E) 00.4e)
aces a>•ara
Fiscal
lest
h► "reemkia+
►arrbgreeWNn
Orw►bwl1Arohm
w
[a1ia/
• M
e.ewr Snr. A A 0
111-~
ua
Whim Sraies Tat bass
a•aw► �
0a01. MI
wciMl
Ideas
Tdeal
/riaegal
(dennI
deal
yal Ideetwr I
al
We"l TSUI -
1901
160.00D
I36.00
21a.0!0
10.o00
17:1:!
WE
ISO.000 42.412 19241:
21.000
I4.202 U.K.
19111
140.0UD
129.750
219.1W
10.000
171.52$
161.525
MAW 37.537 187.537
23.000
12.r2 35?1:
19a3
IMMI
123.00D
271.W0
10.000
M925
190.92!
1WOW 32.625 18L 25
23.001D
1121: b.:I:
103
ow.oD0
115.170
r5.110
10.000
170.325
110.3.15
110AU0 r.67! 1".675
20.0W
9.01 UA!'
1"a
170.000
100.510
2?1.!10
10.00D
169.725
179.71.5
150.000 22.725 172.72$
16.ODU
7.99! 23.99!
19aS
17S.00u
10D.W
275.e9D
15.0DU
109.t:!
184.12S
190.0m 17,77S 167.77!
17.000
6.92: 23.92:
19M
11!.000
92 M0
21700
15AOU
0641.:2!
113=5
MAW 12.730 162.750
Mom
3.111 2: W
19a7
190.0m
M.I )0
, 171.130
20.000
167.32!
117.32!
190.o0U 7AX 157.e50
11.000
4.660 2►' or0
1Ia11
200.0011
71.2m
275.100
20A110
MAP
16e.125
I50.000 2.SS0 ISI-550
20AW
1."$ 23.4+1!
1919
210.Wl
WAM
275.600
20.000
164.925
lbd.92!
21.WD
2.112 27.112.
19I9
220.(NM1
l5.0)0
M.9)0
WOW
I63.72!
193.72!
22Auo
715, 2:.11! r
"It
2.W.OUI
IS..WO
275.90
20.0m
16:.52!
11002
2,10M)
34.110
271.700
2S.0o0
MIX$
116.3:!
1993
210.000
SIND
271.5001
25.000
159.125
IS1.12S
19I4
250A0U
1090
361.750
40.000
IsCM
I1G.32S
1995
305.DDD
155.925
AW.925
19Ia
325.000
1N.150
4W.15U
199+
345A00
121.275
N0.:7!
to"
370.0M
102 30D
472.300
1999
390.0W0
91,950
471.950
NMI
e19.000
a0.500
475.SW
301
4165,000
37.675
a12.61!
111003
240.o00
13.200
253.200
i:..M.OW 51.203.1W
Sa,12e.190 S3.105.000
Ulm 050 S6.3I3.050
51.350.0W 20).699 1.351.e99
U=S om .
TT M. Ah 72-4
Since the above facilities have been
financed with revenue bonds. there is Sood authority for the City*$ practice of not
wnvidin■ denreeiation on nronerty. slant and eauiement
which is financed with revenue bonds.
STATEMENT
OF DIRECT AND OVERLAPPING DEBT
178t
Percentage
Applicable
City's Share
#178!
Name
Net Debt
-to Cit=_
of Debt
179t
1179'
r,
City of Miami,
September 30, 1979.
5138,065,000
10000$
$138,065,000
1(17!
4179,
'
Dade County,
September 30, 1979:
-
$338,605',000
22 39
79,813,600
(17!
# 17 9 !
'f13 S'f�'b
,
*Percentage.applicable
,to city -for Dade County based
on179
4Y.
t=,
January 119.79 assessed valuation.,N179!
-73-
�8
RATIO OF NET DEBT TO ASSESSED VALUATION 1180:
for, fiscal year. ended Sepember 301, 1979 I180d
1180!
—exclusive, of Bonds offered hereunder.
54,030,466,994160!
4
1978 Net Assessed Valuation*.........
!..
1181:
i
s,
1978 Assessed Value*....:.............
$3;415,306,566 #181:
_
Real Estate .........................
806,7931605 #181,
i
Personal Property ...................
5,074#856 4181!
Wailroad Property......'611
181'.
t
Totales, ... ....
Less Homestead Exemptions..........182c
, ..
196,708,033 $1811
Total 1978 Net Assessed'
$4,030,466,994 (I(18:
r`
.(
Valuation .....................:....
(including the $6;756 000
A182:
Total Debt
Bond s? )
$1A4,815;000; 182:
General Obligation Bonds............
#182:
346,000182,
Tncinerator Revenue Bonds...........
1,350;00,0
'
Utility Service Tax Bonds...........
9,8,5,;OOp„ M182!
orange Bowl Revenue Bonds...........
Rental Bonds..
229.000 41821
Orange Bowl Warehouse
off Street Parking Revenue Bonds....
5�400,000 5152,625,000182'
$1821
Less: self-supporting bonds inc ud-`(18:
—ing ayablefrom.special.'
7,g10,000 N182!
assessments• ..........
S 144,815,000 #183:
i
NET DEBT ............... .............•
_
Ratio Net Debt, including the Bonds,
M183.
3� 59$ (18:
�,.
:-to
Net Assessed 'Valuation..........'.
197 Estimated Population
345400 #183,
183'
Per Capita Assessed
- S11,682.52 M (18.
Valuation
Per Capita Net Debt
- S"., 419.75 #183;
$184
*Latest assessment valuation.
s
-74-'t8
RATIO OF NET GENERAL
BONDED DEBT
#184
TO
NET ASSESSED VALUE
AND NET
BONDED DEBT PER CAPITA
#184
4.
J
.
r
�
Hotaeetee/
Aaeete�e4
sm" UK
r Net
/oa4e/ DeN
SeptembW 30
repttletwo•
A toeeee4
Vain fseoptioa
VVal__
t A
der G�ita
19"
345,000
4,227,175.027 1%,708.033
4,030,466.994
144.815.00000 3."Sees
3.39
419.75"
05,87
1971
1977
345.000
3424000
4,023,647.098 195,664,076
3.931.270.393 198.558.652
3,828,183.022
3.739,711,741
129,675,000
103,826.694 2.71
303.59
1976
340,000
3,7%,881.240 1",947.752
L541.205.760 1%,797,718
3.5%,933,418
3.344.408.042
94.523."0 L63
83.933.263 231
278.01
248.32
1975
1974
3381000
336.000
L701.654.390 199.186,762
L503,467,628
16,844.273 3.46
L31
25t.17
1973
1972
lli.o0o
33fe00
2,424,469,847 201,750,942
L282,551.069 202,900.98E
2,222,719.905
2,079,650,084
31,164.790
41.341,208 2.32
it<y. s°
I I
53j,,000
2.107.791,481 203,825.857
1,903,965.624
33.154.654 17497
1970
33+; 09
1.742.403.180 203.903,065
1.538,500,115
35,681.642 .
2.01
li.30
1%9
330, 000
394ASO.
1,711.327,596 204,653,075
81,638,177,177 8205.676,100
1.506,674,521
$1,432.501,077
30,790.295
i 27.666,934 1.93
$�
19d8
•Estimated on basis of added electric and water connections and
new dwelling units constructed, ellgeprin
those
years for which a Federal census was available.
••This figure for Fiscal 1978 is based upon the inclusion of the $6.750,000 Bonds.
•••This percentage for Fiscal 1978 is based upon the inclusion of the S6,750.000 Bonds. .
—7 5—'
�I
# 8
TAX DATA
j
Fiscal Year Ended September
30, 1979
Assessed Value i
Total' Nets Assessed�Value..
�
4,030,466.994*
T.
s
Tax Rates 1978-79 (Dollars per Thousaind of
Assessed
Value)
_
Ad Valorem
.
FU_NDg Tax Millage
'Tax Levy
GeneralOperations**...........'...
'6ebt
10.000
4487
$40,304.670
18r084,705
Service.:... ...............:..
— Total, Millage.' & A& Valorem �
Tax Levy* .......:.:::...•.••
14,487
$58,389,375
#189
#189
#19C
#19C
#190
#190
#190
0190
#191
#191
#191
(real
Tool
NwrN
C~WM
fw Cost
C~ws
of
T«.I
Tool'
C~Nft
b I«�wf
Oar.Nies
4s Pwew$
t
LAM%
NYwwn.�
Ln.
CMaiM I
DNwaw
loan
To%
Gll.n+w
w
efC.nl
t/�>
Odww•�
eef.nwt
A0 Foods,}
qTo�m
fC095.263
97.16%
523.373
49,611.636
�
98.19%
3.195.919
6.494
1976
1977
$0.532,016
43.854.070
QN9.232
97.99
650.775
43.620,00",
99.47
U182.539
5.20
5.32
1976
38.508.055
37.280.660
%.11
633.860
37.914.520
9146
2,041.476
1.454.941
4.17
1975
34,923,276
33,137.693
W88
97.32
1.593,714
/11,153
35,417,407
33,611,080
101.41
".94
1.949.072
S."
1974
1973
33.637.575
21.106.061
32.7)6.227
27.M1.165
97.66
lOB.315
21,357,250
100.89
1.929,377
6.17
1972
21,109.445
29,043,734
97.43
277.691
29.321.425
99.36
2,180.746
7.32
6.07
1971
27,891.796
27.332.465
97.99
173.669
21,506.154
98.62
1.692.726
1.%1.1%140
5.38
1969
23.679.971
23.246.912
99.18
163.702
23,4330.614
98.95
4.06
*Rates of delinquencies are eased upon the cumulative amount of
delinquent take for Oast years.
Estimate of Ad Valorem Taxes
levied for the City of Miami
#1919
�.
on the average home (S24.000assessed
value for the 1978 tax year) •
#1920
exclusive of, Dade County and other taxes.
#1921
`
$24.000
$241000
#1924
(Wi�th55.000
(Without
#1925
- Homestead
Homestead
#1926
'exemption
Exemption
#1927
$275.25
$347.69
#1931
Average Total Tax.
#1932
S
—`SpecificPurposes'.
7.79
9.84
#1933
_
Administration •, •."• •`"'
1273
16:08
#1934
Y
— Public Works . . : . •;
. •
2451
30.96
#1935
Sanitation '• '"
1A 45
T3.20
#1936
— Parks and Recreation ".
— police and Fire Pro ect ion .• ` • '
76.00
20`071
96.00
26.16
#1937
# 1938
. • •
— Miscellaneous. 0
29`.26
36.96
#1939
_ Pensions .'
5,089
7.44
#1940
Street' Lighting. ..
2.66
3.36
#1941
— Publicity and Tourism . •'
85`.25
107.69
#1942
— Debt "°Reti r1emen e�.
•
Tax Limitation' For .Municipal Purposes Excludes Debt "Service
#194E
Article 7!, "Section 8 of the
Florida' Constitution ;provides # (194
that municipalitie in"'.the State may
not levy ad valorem taxes in #194E
ten mills upon the assessed
value of real. estate .and tangi- #194'
xcess of
excess,'
-ble personal property having a situs within"the taxing
city,.`when the #199S
bein imposed to generate monies.for municipal`Qurposes. #195(
tax, i
Taxes levied for the payment of bonds are not• however, limited by 4195:
# (19•
this, ten.'mill� maximum:
ASSESSED VALUE OF ALL TAXABLE PROPERTY #19
Fiscal Years ended September 30,
119
M1
1�r
ant
mow.
Ibmal cam 1tN/ra1
ray Tout
hM
T� M,
N79
afro
3A20,11111AN
3279.41/71:)0
Na,71].a0! 4377,17).0:7 Ir0.71R.u??
711,179.16: 4.023.117.0 Irl.Irr.U7!
a.0]u.Ne.er+
).r:�J1).oJ
IMS
3.:l1.r1l,111
1.93117u.Io?
3.7" 1.141
ION,
ir!
1.1))07,0"
11)1.>gs,ege
a77.K7,0V ),?11.)S1.aY trq.l7u.lut
wv,1►l,7M ).141.)0l.7414) irl.7v7.7n
).!1l.913.I6e
).1w,11M.W:
told
L111.191.110
))),Nl.l71 370L1S1,)Yu IhJrl.7!?
2.lo].1e7.s:►
I17j
1.�lL770.7!!
a11,71q.011 :.171 eev.w• 701,7lu.W:
3�'.71r.�1t?
lv-:
1.1110.11:.+0:
au.>,1.1!` 1lt:.!lLav 714:.10..re5
7.o+vssu.taw
w�l
1,777,l11.)ir
110:71,a? 7:107,7r,,1ll
70).r0),11!!
LSA,SW.11!
N10
IA17,1:).1+?
>11,S7i�!! 1.71I,10].11U
Tax Rate Per
$1,000 of Assessed Valuations
#191
Fiscal
_
Years Ended September 30
119'
Tool
H7r••
1000u -0
:Stl
lw :,)11
O
Il w?
1977
s.N?,
2.i :.)11
IOjk,
A t'q: .P )•711
1)1)r
1�+1
joly
l,1:(
AD
AID
yl: =•1•
N70
9411 .511
.111 LM•
.17+ /O! !aou
.. �l.76:
function ermine the responsibility, of the Metropolitan Dade Counts N'ater plviuon
'Hydrant service
Water and Se.•en effective October 1, 1971-
of the
Department of
was transferred to Metropolitan Dade County of%etive tioven+ber 1•
-C"tation
of the LibrarySystem
the Lighting Cnl. Publicity and Pensions into the General
***The 1977.71
Millopt Ordinance
consolidated
Fund.
1
=60-
_. . ,,
#8
TAX LEVIES
Fiscal Years Ended September 30,;
#19"
ew
rMw Con" aw� Taw
it"aL7a,�7o O O O 4 4 ILOMM 1LIM.17S .
4 4 122S4tN 1L771011
IOre- >j,2a1.110 O O O
If" 11.2517112 21 led O 01).7trl 11,701.9" O L02.171 46.713.7M
O L712311 39,111,111
1971 10.1t).Tf1 I,11S.2S1 O N5.O71 OM7.I100
N73 ILSM.010 11P.117 O 1010.7110 IL217.711 O 7,77aJ:7 M,2173"
1ft1 N.S71YS Iy1.2M 4 IOM,022 1y0.020 O 9.M7.111 77.11US91
M7.971 LI71,915 O LMIa27 211.1M.S1a
11 q,a71,1e1 1,17L101 O
W" 1972 1LO0S310 011372 4• 873.453 7.71).MI 632J13" 1,MI'm wess171
If110 N Ys li 36.Mr U10.1 O1 00 10342 MAP >11M1 .6 t
7716.171
*Hydrant a,, ice function became the responsibility or the Metropolitan Dade County water Division
of the Department of Wate► slid Sewers effective October 1, 197E
••Operation of the Library System was transferred to Metropolitan Dade County effective November I.
1971.
• •The 1977.76 Millsle Ordinance consolidated the LiShtinS City. Publicity and Pensions into the General
Fund.
I �
REVENUES
-
AND EXPENDITURES
#200
GENERAL FUND
#200
SPECIAL
TAX LEVY FUNDS
1200
and
#200 E
BOND AND INTEREST
RETIREMENT'FUNDS
#200
41 FISCAL YEAR
�
ENDED SEPTEMBER"30
#200
s
Revenue:
Ad valorem Team (Net)
General Operating ..............
i 42.902.621 ' i 3606.791 i 20.515.729
819,421.143
Special Tax Levies ....... ..
— -
14,076,017
10,702,793
Debt Service ....................
16,116.390 11,819.112
8.321.806
8.064.764
Other Income
Opersung .............. ..
61.%4.770 31,619.113
$4.073.641
46,127,419
Debt Service ....................
— 164,699
231,4%
3.376.609
Operating and Debt Service,
Fund Balance ...............
$122� 2�72.629 $108371.254
i 97,22��
i1�6W
EApenditures:
General Operations ...............
i104.107,391 $91.712,007
i 72,946.790
1167.11M.499
Special Tax Levy Fated ............
—
15.959,621
11.410.663
Debt Service
principal and Interest ...........
17,465.230 14.870J52
13.516.195
12.007,329
Other ..........................
— 93.320
437.473
$15.923
122,2T2,628 i108,677.579
o�
=102®
591.2s 4
Surplus or (Deficiency) of
Revenue over Expenditure ........
: (306�323)
i Slt 6
f 2s6t7)"
•19" Budget consolidated the General Operating Budget and the Special Tax Levies Budget.
i
CITY OF MIAMI
#4
Statement of Revenues,
Expenditures,
#6
Encumbrances and
Transfers
#7
Actual 1979 and Est
mated 980
18
ESTIMATED
ACTUAL
#11
1979-1980
1979-1979
$12
Revenues
t15
Taxes:
#17
General` Property Tax
$ 42,179,807
$39,116 4ll
#19
— Penalties '4 Interest
271,124
#20
— Business & Taxes
21�b�,145
20,0500193
#21
- _Excise
.59
437r728
#22
Licenses and Permits:
#24
Busi.nes`s Licenses a'Permits
3,762,963
#26
Construction Permits
9,
1,030,161
#27
_,
4#793PI24
128
'Intergovernmental 'Revenue:
#30
Federal Grants
State Grants
13, ,371
12,650,084
#32
#33
— Other
3,885,609
#34
_
.
#35
Intergovernmental Revenue:
#37
Enginter ing -Se rvices
1,662,968
#39
#42
Charges for Services:
4880871 #44
Public Safety
1,689,157
1280757 #45
— Recreation—
—
--
1,448 023 #46
#47
Other
_, ,
#49
Miscellaneous Revenues:
944,711 #51
Interest
1,086,900
846,�428
552,906 #52
_
Rents
— Other (Including budget item of
# 53
563,582 #54
— S1,000,000 for salary' savings)
_
—t, #SS
#56
86,556,363 #57
Total Revenues
101461,047 #59
Transfers from other funds
104,829,399�
97,017,410 #60
— Total Revenues &Transfers
_
# 6 2
Expenditures and Encumbrances
#63
General Governments
—
259,271 #65
— Mayor and Commission
782,742 # 6 6
240tSS7 #67
City Manager
— City Clerk
722,679 #68
— Management & Budget
—
1,471,667 # 6 9
7o7p748 #70
Finance
— Legal
195,156 #71
— Civil Service
767,372 #72
490,102 #73
Human Resources
— Citizen Services
127,851 #74
— Conferences & Conventions•
1,161,280 #75
#��
— To urisin Promotions
— Communications
3,322,428
,
Computers &
Public Improvements:
#80
Public Works
80294,197
#82
-_ Building
1,634,998
#83
Planning i Zoning Boards
707,765
#84
1
#85
Public Safety:
#87
Police
28850,564
#89
Fire
21,619,250
#90
Sanitation'
l4,311,787
#92
Parks:.'6 Recreation:.
_
#93
Other:
#95
Employee Benefits
1,631,679
#97
1,328,619
#98
Miscellaneous
— 826,431
#99
, 86, 29
#100
'Total .Expendi'tures
#101
& Encumbrances
96,082,559
#102
Transfer to other funds
11902,637
#104
Total Expenditures,
#106
Encumbrances & Transfers
97,9858196
#107
Deficiency of Revenues and
#109
Transfers over Expenditures,
#110
Encumbrances & Trans.'
#111
junior and subordinate to the lien on such revenues of the Utilities 0203!
Service Tax Bonds and the Bonds.
#(20•
Federal Revenue Sharing -- The
revenues derived from the
N2031
Federal. government are appropriated 11 by
the Commission for various
1203'
_e
social'service`programs;throughout the
City as well as the City's
11203t
improvementto the fire rescue service,
s
recreation`programs;and the
1�204t
continuation of the City's pay plan. ` The City's receipts of federal
N204.
revenue sharing funds since fiscal year.
ended September `30, ;1973 are
N204:
as follows:
N (20'
Federal Revenue Sharing:Receipts
N204!
.Fiscal Year
Endedp�t�mber 30
58, 248, 8I5
#205
205'
T978
8,3511251
#205:
I977
8,893,709
#205:
1'976
8,775 313
#205,
T975
8 935,551
#205,
T974
8,075,539
Ii205�
T973
10,360►577
A205'
Total received to idate'....:..
$61,640,755206-
State ,Revenue Sharing-- The
11
revenues distributed to the,;206
municipalities ;by the ;.State of Florida under the States` revenue206
sharing program are derived from a,percentage of`its collection of
�k206'
he. State cigarette tax, the State motor ' fuel tax, 'and the State road
206
tax."The City has received the; following revenue'sharing funds from207
the State-..
#(20
#207
Fiscal Year
#207
Ended September 30
1979
$110,,50IF380
#207
# 207
'f97,8
l`1.0,0,5.477
#208
I977.
11.0710.719
#208
T976
10.880.405
See Proposed Bond Issues on T. _,_ •208
Fines and . Forfeitures -- Zfie
City receives a pro rate
share #208
of fine and forfeiture revenue from:
Dade County. Since; the
year #208
ending September 30, 1976 the City has
received the following amounts #208
from the County:
#(20
Fiscal Year
#209
Ended 'September 30
#209
1979
$1,309,381:
#209
T978
1.299.509
#209 .
1977
1.125;302
#209
T976
1,162,5g7
0209
Internal Service`- - The`re,,are
five internal service
funds
that'are self'-suppdrting.bec a use their revenues;are' derived from #210
other':
charges for.services.to other City
Departments.' These funds an
#(21
their uses are:
City Garage Fund: For purchase and maintenance of all.'#210
heavy.equipment used by the City:
#210
Motor Pool Fund:, .For purchases and maintenance
of; the #210
automobile fleet.
#(21
Maintenance Property Fund:
For regular -building mainte- #210
nance• and a limited amount of building alterations and additions. #210
-86-
#8
, 4 1 0
42131
City Pension Funds
The City has two separate pension funds, the Retirement
4(21:
System.(Police and Firemen) which went Anto effect on February 1,
4213!
1940 Cthe "System" or "Retirement System") and the Retirement Plan
l214: _
(General Employees) which went into effect on July 1, 1956. (the
4214:
"Pln" . or '"Retirement Plan") . The actuary for the. Retirement Plan is
a
4214:
E. H. Friend 6 c- Washington, D.C. and for.he Retirement System,
4214,
the actuary is Alexander.& Alexander, Atlanta, Georgia,.
4 (21'
With respect"to th'e System and the Plan, the principal
N214!
4210
actuarial assumptions are:
(1) As to funding .method :
(4214i
-System--Entry Age Normal Cost. Method with Frozen
4214!
4215(
Initial 1iabi1ity'modifications
Plan, -=Entry Age Normal Cost Method, modified
4215:
to result in level funding by city as a
of payroll• taking into
4'(21!
percentage
account lower City costs for employees
#215:
4 (21
hired after October 1, 1974.
4215
(2) As to interest rates
System and Plan--7%
4215.
#215,
(3) As, -to -assets:
System and Plan --Market Value taken into account'216(
to some degree (5-year average)
4216
(4)'; Asto retirement age:
The adopted, as of October
System and Plan have
by(21
4216
4216
31, 1979, the use of probabilities
age, rather than a single retirement
4'
421616'
assumption. Prior to October 31, 1979,
53 and the Plan used
#
The System used age
(21,
age 62.
-89-
8
1
• 1
Membership in the System and the Plan is compulsory for #216S
classified employees, optional for unclassified employees and not
#217C
open to temporary employees.
12173
The City'`s contribution is determined`annually'by the2171
actuaries. Th'e.two actuaries d'eterm'ine�pension benefits to reflect
217:
cost of living adjustments for all retirees. Also, they calculate
f2171
separate cost studies whenever new benefits are being considered.
#217'.
Through..December 1976, ;the Retirement System and Plan were reported
N217E.
on a calendar year basis. The City's required contribution was made
A217'
on a fiscal year basis, commencing October. lst► Subsequent' to
#217f
January.1977,the. Retirement System.and 'Plan began reporting on a
#217S
fiscal year basis.
# (21f
The table below 1 4 sets forth in summary fo rml, certai .essen-
`N21E
tia1 data' respecting both,, the Retirement Plan and the Retirement
#218:
System for the calendar years 197.3 through 1976.inclusive and for
#218:
the fiscal years ending .September. 30, 1977 and 1978. The unfunded
#2181
liability reflected was determined upon the bas'is.of data as of_#21F(
`January Ast of each year. For the year 1979-1980, the unfunded
#218'
l iability wasdetermined with data ?as of January 1, 1979 for the
#2181
System, and October. 1,` 1978 for the Pian.
# (211
-90-
#8
,
CITY PENSION FUNDS FINANCIAL DATA FOR PENSION PLANS #21S
C11y•s '.
lenefits Pats.
Cont►iwilon
Vitfunded
Including
(Aecrvw
Aeerved
Employee
Employee
Iotetesr
Raeiey
Liability
Withdrawal
Gat►ibutla
Earnings"
Fheal Year Ealing
September 30. 1978
see Miami Employees' Retirement System
S 11,000.000
f6.364,922
$2.346,232
$3,007.515
•••Miami Employees' Retirement Plan.
1.f10.400.013
S 3:309,064
S 56,000.000
56.198.957
$2.462.769
51.815,234
513�
513�_�
512.5�
$4,8�
4.8�7=
September 30,197790
Miami Employees Reurement System '. ,
S 6,229,:99
S 81.177.566
$4.182.323
51.791,842
$3.033,058
Miami Employees' Retirement Plan ..,'...
S 2.�65.?16
S 46,290.391
$4,377.429
SIA98,139
$2.344,190
Total ....,.,' .......• .•,••••:•••
`S'8,695,015
$127,467.957
58.559.752
53,679,981
$5.377.248
Calendar %'en Eeding
December 31 1976
Miami Employees' Retirement System..,.
S 6,527.501
S 90.554,826
$4,876.775
52,339,115
52,974,713
Miami Employees' Retirement Plan ......
- S'3-097.78"'
S 54.652.564
$4.706.876
52.563.735
$2.215.597
Total
f 9;625.288
5145.207,390
$9.583.651
$4.903.520
V.190 310
December 31. 1973
Miami Employees' Retirement System` , .
S 5.184.668
S 89.276.761
54,468.664
52.192.304
$2.555.907
Miami Employees' Retirement Plan ......
S 2.936.983
S 56_203__346
$3.662.404
f2.463.447
$2.019.482
Total .......................r....
1.651
S14S,480.107
_��---
$8.331.068
54.655.751
54.574.389
December 31. 1974
Miami Employees' Retirement System ...
S 4.271.823
S 99.000,000
54.483.326
52.117,051
54.571.531
Miami Employees Retirement Plan ......
S 1.7786,752
52.667.295
52.0_ 27_594
Total .................... I.........
S 6.058.575
S 99,000.000
f7.150.621
54.214_645
f•►.S?1.5)I
December 31.1973
Miami Employees' Retirement System ...
S 2.800,408
S 65.000,000
53,914.596
$1.789.515
53.212.909
Miami Employees Retirement Plan ......
S 1.842.092
$2,749.837
$1.705.526
Taal ............................
S 4.642.500
S 65.000.000
56,664,433
53,495.041
S3.212.109
"'Earnings for Plan do System were
combined
prior to 1975. In 1975`all
General Employees
were .
transferred to Plan.
••For the nine months ended September 30, 1977. The fiscal year was changed to end September, 30,
thereafter.
***Figures adjusted to include Cost of Living increase to- retirees:.
RISK NANAGENENT #2194
It became apparent through past experience that measures
#(219
had to be taken "to halt the spiraling costs of insurance premiums. ` A
52195
charter amendment was successfully voted on by the electorate in 1971
#2196
allowing the"City to set up'a"Self-Insurance and Insurance Trust
#2197
Fund. The City Commission created, by"'ordinance, a Board of.Trustees
# 2199
composed. of the:,City Manager, the Director of Finance and the
#2200
Insurance Manager to handle the security.'investments of the fund.
$2201
Also cre�at'ed is a Self -Insurance. Committee, appointed'by the,Ci'ty
#2202
Manager, to administer the plan.
M.(220.
Th ef City is self -insured for ail vehicular:accidentst
t2203
Poiice Torts and Premises Liability up. to"$50',000 per, 'accident"and.#2205
5100,000.per occurr"ence "in accordance with Florida Statutes,,,
#2206
Section 7684,28', waiving'sovereign immunity in tort claims.
2207
The City of Miami is self -insured fo'r all other exposures
#2208
with the exception that coverage by outside i'nsurance'purchase is
#2209
made where it As:. found `available at acceptable rates'. Coverages cur-
#2210,
rent purchased include accidental death `and property damage,2212
exc1 ding;burgliry Group Life and Accident Disability and Death
#2213
benefits have' been purchased. Group Health benefits are self-
#2214
funded. -
(221�
__
rn
CONTINGENT LIABILITIES
#2217
Pending Legal Proceedings
12220
With respect 'to pending tort actionsfor which
the` City may
" (222
have""'liability, reserves have been :set aside as follows:
42221
There are presently 104 claims, pending';involving
t2223
Varioustypesof automobile accidents,;including`.
#2224
all Departments of the City. These claims have
#(222
been recorded and reserved in the Self -Insurance.
#2225
as
—including the $�400,000 `
063,06T
#2226Fund,
The City is involved in 63 pohice civil liability
#2228
matters which have been recorded and reserved in
#2229
the Self -Insurance. Fund.-.` •`
438,695'M(222:
The City',is involved in:156 generalI k ability mat-
42231
tern=of.vari,oustypeswhich.have been recordedin2232
the.,-:Sel!f Insurance Fund. `.
440,695 A(223:
Group Insurance claims processed in September by
#2234
City's Claims Administrator but. -unreported to the.
#2235
City are'- accrued in the City'..s Self ,Insurance ;Fund
345,850
(223'.
TOTAL. .`
$2,288,307
2237
DADS COUNTY #2247
'Government'of; Dade County
#2249
The following information 'and data concerning Dade County
# (224
are ielevant'to the City of Miami by' reason 'of the City's status as
#2250
the largest municipality in Dade County.,
#2252
A constitutional amendment designed to giyeCa new :form of
#2253
government to Dade County was approved by the Florida Legislature in
#2255
1955` and by the voters in a state-wide general election in November,
#2256
onstituted and n April`, 1957 it'#2258
1956.. A Dade Charter Board was c.11
completed a draft'of a charter for the County. The proposed charter,`.#2259
which established a 'form o.f Metropolitan County .government',; was,
#2260
adopted in a county election in May, 1957 and.. ecame effective on
#2261
Jury•20,; 1957. The electors of Dade County ere granted power to'
#2262,
revise and amend``Che charter fycouwievote.2264rom time,to d
Since its adoption the charter has been amended in 1961, 19621,:19631
#2265
1966, 1967, 1969`and 1972- The County now 'enjoys home rule powers
#2266
subject only to the 1imitations,of the Florida Constitution and
#2267
General. 'State Laws. The County is', in effect, a.municipality with
#2268
governmental powers:e'ffective`upon'.the'twenty-seven cities in the
#2269
County and unincorporated aceis It has not displaced or
#2270
replaced the cities, but supplements them. The County can take over
#2271
Particular activiaies,of a city's .operations ;(1) if the services fall
#2272,
below minimum standards set by ;the:County"Commission, or. (2)'with the
#2274
consent of the governing bod,y'of the city.
#2275
Bo
r
ra
nil
Stal
Mi am
for
ande'
f Co
r tat
t system conforming to -the rE
ites which became; effective of
i single body ,`composed of,
:y. commissioners';.coordi
nroarams and; pl`annin9 fo
transit systq
system`which
ivision of Article' V of the
2290
I January 1, 1973V creation '#2291,
ithority withr the responsi-
#2293
anty-wide water and sewer
#2294
?n `mertibers: appointed by the
#2295,
ion'"of ..the various surface
#2297
he development 'of a: unified
#2298
entral traffic control; com-,
#2299
c management; regulation of2300,
operations; collection by the Dade County Tax Collector of all taxes #2310
and distribution directly to the respective government al entities.
l2311
according -to their respective tax 1'evies; and the prescription of
12312
minimum acceptable standards adopted by the Board of County'2313
.
Comrtiissioners and` enforceable throughout the County in such` areas as`
12314 1
environmental resources management. building and. zoning, consumer
#2316
protection, health, h6 ting.and welfare.
(231
Business andIndustry
jj2318
ars; ;begun.to`'shift from a$2319
Dade County i;n recent yehas
tourist -oriented `economy to one with a more varied economic base.'2320
Industry and manufacturing are becoming stronger forces,In Dade
M2321
County.; While the County's share.of Florida's expanding tourist
2322
trade remains one of the major economic forces, its attractiveness as
N2323,
a residential area to.skilled labor 'and' its selection as. the site for2325
maj`oi and smaller light industrial acti'viti:es have combined with2326
tourism to produce a more diversified economic base:
$2327
n,
Dade County.in addition to being Florida's tourist capi-2328.
tal', is also. the industrial center.of the State, having more than 12330
twice :asmany employed in manufacturing as any other county in the2331
(233:
state.'
The following chart gives the September 30, 1978 estimated 12332,
employment in non-agricultural establishments in Dade ,County,2334
Florida. These:,figures ar.e compared with the corresponding figures2335 -
for September 30, 1977., 1976, and 1975.
12336
-96-
t8
,
ESTIMATED EMPLOYMENT IN NONAGRICULTURAL ESTABLISHKENTS
#2339
DADS COUNTY, FLORIDA
#2340
`. (Prepared by the State of Florida
Department
of Co®erce in
#2343 ,
Cooperation`;
#(234
with the U.S.
#2344
g'sl�id lwal g�1.!� w N:
4.br
gr'�a�ure
f.M..�n
f�..Yn
TOTAL ............................ .................
62900
516.500
569.100
514.000
_
MANUFACTURING ..:.......... ...:
93.100
17.800
12.600
14.800
Durable Goods ..................
39:100
36.500
32.300
34.600
Furniture ! Fixtures ............
�.000
3.5w
3.�
6•�
Stone. Clay ! Glass Products......... .........
3.000
2.700
2.600
2.BOG
Fabricated Metal Products ................
7,600
7,600
6.100
1,100
Msehinen (2) ..............
1.600
10.700
7.900
1.0D0
Transponation Equipment ............. `...... ...;
2,700
3,100
2.600
JAW
Other Durable Goods ..........
4
'a
9.500
1.600
Nondurable Goods .................................
5+.000
51.300
50.100
$0.200
"
Food ! Kindred Products... .....................
- 5.900
6.700
7,100
7,10U
Apparel l Other Textile Products ....... ....... '
19.100
11.500
I1.0D0
21.400
Printing ! Publishing .............................
7,600
7.200
6.5W
6.600
Other Nondurable Goods .......................`.
4
4
t1.S00
IS.100
"
"
CONTRACT CONSTRUCTION ......................
111000
23.900
21.000
37.400
TRANSPORTATION.
COMMUNICATION A PUBLIC
11.700
59.100
57.300
5S.100
UTILITIES .......................................<
Local A Interurban Passenger
1.900
1.600
1.300
2.300
Transit ....................... ....... ......:,
Trucking ! Warehousing ................:........:.
6.10D
6.300
6.100
6.300
;.
Air Transponation.................................
26.300
4
25.900
4
25.600
7.300
23.000
6.400
Other Transponation .................
communications A Public Utilities .......
16.100
16.100
16.100
17.100
"
TRADE
160.700
149.700
145.000
148.900
..........................................`:.
Wholesale Trade :
18 700
ISM, OU
12.700
a1.80U
.................................
RetailTrade ................... ..... ..
112.000
__
1a.aoo
ME1011.100
Bldg. Materials! Farm
3,900
3,500
3.
3.900
Equipment .................200
General Merchandise ................ .'...........
20.200
21am
20.900
25.100
`
Food.....
WSW
17.000
16.700
15.1100
z
Automotive Dealers ! Service
K"D
12.500
11.300
I Lt00
Stations .......................................
Apparel A Accessory Stores ...
1.900
7.200
7.100
1.100
Furniture, Home Furnishings
6.100
1,300
5.100
5.400
Stores ........................................
Eating A Drinking Maces .... ...
30.200
26.700
25.600
25.500
Miscellaneous Retail Stores.......................
13,600
ILd00
I1.500
11.100
FINANCE, INSURANCE !
REAL ESTATE .............:. ...................
It3.200
�3.300
13.300
I5.600
(Continued)
-97-
# 8
SERVICES & MISCELLANEOUS #2346
SERVICES & MISCELLANEOUS . . 145__ 138,900 136,000 13OIS 2
Hotels & Other ;Lodging Places 15,100 151800 5,800 20,800 N2
Personal Services 80200 7,900 7,400 9,100 �2
— Miscellaneous Business l2351
Services. 24,500 21,200 22,200 21,900 A(
Motion Pictures. 900 1,100 l,400 1,400 #2
Amusement & Recreation 7,200 6,0.00 7,`800 7,7002
2354
Medical & Other Health
Services. 37,600 36,700 36,200 34,000(
M2355
Other Services &
Miscellaneous. II2356
Industries .' =0- -0 45,'200 49,200 N2
89,300 96,500 84 400 74,400 #2
Government
•' • ' •-� -�
(1) A11 industries; ar"e classified according to the #2360
St,andard Industrial Classification, Manual, 1967. All M2361
data are adjusted to "fi`rst .quarter 1975 ;benchmark " 42362
levels. — # (236.
(2) In'cludes "both electrical and non e.lectr"ica1 N2363
(236:
machinery:'.:
-98= #8
The ten largest private employers
in the County are: #2366
:. Eastern`"•Air'Lines. •.•
12500 #2368
Southern Bell Telephone
#2369
10,,158 # (236!
National Air Lines Co.
5,300 #2370
Southeast Banking"Corp..
50285; #2371
Burdines ."
4',88p' #2372
" _
University, of Miami.
805 #2373 _
4, ` -
Florida Power & Light Co..
'4,398 #2374
3,059 #2375
Sears.
Delto.Air Lines'.2,700
#2376
Mount Sinai Medical Center
2,40.7 #2377
Ad`d"ing to the County's diversified economic base is its N2380
growth as the"1'ocation for many national
and international firms #2381
doing business in Latin'America. Among
firms having substantial #2382
properties, in Dade.County are 'such corporations
"as Dow Chemical, Gulf #2383
Oil Corp., Owens-Corning Fiberglass Corp.,
American -Hospital Supply, #2384
Coca-Cola Inter american Corp., and Ocean
Chemicals, Inc., a subsid- #2385,
iary of Rohm Haas Co. Other national firms which established inter- #2387
national operations or .office locations
in Dade County are Alcoa #2388
International Ltd- Atlas Chemical Industries, Bemis International, #2389
Dymo, inc.`,,International Harvester, Johns-Mansville International, #2390
-99-
#8
Minnesota (3-M) Export, Inc., Pfizer Latin American, Royal Export and #2391
#239
United Fruit.
Per Capita Personal Incalle
#2394
Arras
Dadr CauRty and other
4.IS7 5.023
$Alb 3.903
6.41
IJSA 51,496 2,760 L6{{ I,920
51.022 2.099 L916 3.163
3.401 1.308
4.740 SASI
s.640
6057
6.09 6,69"
_
Southeast
Florida ' {1.2{I 2.w2 Ls2s Is{4
4,034 s,al
4.706 S.{62
s,4o6
d.77S 6.IS5
6.931 7.755
{
Miami ......... i1,6S0 2. I.OSI 4,12{
1.01 1.10 1.13
IJ3 i;17
1.16 1.09
Lob LIO
Mumt;USA .,..:,,, LIO�E
Grade de County rlrannin{ D"Srtment.
`
A.enp LAW For Sostenl
/Grater Miemii
MIS
civilian Labor Force 691.000 `60�
�{1.100
fy21,100
6bb,034
Q9.b4'
697,500
650.80u
Employment ...... • . 613.000
XWO G3.w
60.600
48,1 V
16,100
">
Unemployment .....
Unemployment Rue 11.3�i 91�
{'9 `
7.07,
hs of April 1979
.;
_Souicr Florida Department of Lobo? rand Emplo)ment Securitl.
#2397
Atricu_ 1'
giant factor of
the. Dade County. economy,
;is,its # (239
Financial Institutions #2412
There are 71.banks located in Dade County which together #(241
have a total of over $7,000,000,000 in deposits. #2413
Demand Deposits and Bank 'Debits #2416
N� Taal Tsui
I,"
1960 ' 36 SL I $0.924.000 $15.682.000
63 1.764.453.000 21.169.000
190
1970 68 3.257.3".000 46.0/0.000
71 3.614.49LOW 55.129.000
1911
t9': 77 ` 4.432.641.000 62.161.000
93 5.193.728,000 60.030.401
1973
197a 91 5.493.W.000 91.205.330
93 5.296.%9,000 90.037.66e
.197c
1976, !S 3.526.615.000 l5.569.000
<
9e 6,419,006.000 •
1979 7100 7.00/.(A9,000 •
•Discontinued Federal Reserve Board System in 1917,
of Flagship Banks tollaAet and also all of Fan American
••Tbe current 6stinl,of banks marled all
Banks ..Source. Economic Social) of South Florida.
Dade County is also' -increasing as an international finan-
#2420
cial center. This has resulted from the location in the County of
#2421
such major 'northern and.weste.rn,banks as Bank of America, Bank of
#2423
Boston, Bankers Trust Co., Chase Manhattan Bank, Citizens and
#2424
Southern Bank, First National City Banke Irving Trust Co., Northern
#2425
Trust Co. and The Wells Fargo Bank.. The Federal Reserve System has
#2426
located a branch office in Dade County to assist the Atlanta office
#2427
with financial transactions in the South Florida -areas Such branch
#2428
received full branch status on July 10, 1975. The Federal Reserve
#2429
Bilge Act amendment, adopted in 1919.,permits banks to open
#2430
-101-
#8
international banking subsidiaries outside their home states. There
#2431
are 13 major overseas Edge Act banks that have moved to Miami.
12432
t2434
Education
Dade County provides educational facilities at the primary,
M(243
f2435
secondary and �college levels.-' .
Colleges and universities located within `the area aree
N2436
University of" Miami
�I2938
Miami -Dade CommunityCollege2439
Florida `.Internatio.nal"Universit y
42440
Barry"College
#2441
Biscayne CoI 'ege
2442
Public School enrollment,.including both primary ,and secondary N2944
_
#2445
level-sr�. since 1971 i as ,follows:
School Enrollment
�2449
#2450
Public School System
1971" 245r2752453
#2454
197.2 242r190
244r565
#2455
1'973 246,548
T974
#2456
4 2457
1:975 243,4442458
1`976 239r8062459
197"7 235r123
#2460
T978 �: 228r592,
�2464
Medical°Facilities:
. d e Count ,.
There"are 42 hospitals located imDa Y
# (246,
-102-
#8.
Recreation
#2466
The Miami area is famous for its sailing, deep sea fishing #(246t
and hunting in the Everglades National Park.
12467
Athletics for th`e spectator sportsman include professional
t2468
football, baseball and basketball competition, university competi-
t2469,
tion, open golf tournaments, �+nd professional; exhibition games.
t2471
There are twenty public and eight private golf courses in.2472,
# (247:
Dade County..
There are 297 public parks and playgrounds which have a
M2474
total area of 408,710 acres in' Dade County.
#2475
#2477
- . Tour i srti
Tourism is, and, be for the near future, an import ant(247;
economic force in both the County and the City as a result of the2478
combination of,favorableclimate, together with excellent recrea-
112479
tionalopportunities--theatres, ballet, symphony orchestras, -famous
11.2480
entertainers, parks, public beaches, yacht basins,. fishing, golf,2481
outstanding restaurants, .racing „spectator sports, historic sites, #2482.
_
and other land and water recreational facilities.
# (248:
#2485
Miscellaneous
Ity #2486
# (248(
GROWTH FACTORS RELATIVE
TO DADE
COUNTY, FLORIDA
#2490
WATER
ELECTRICITY' TELEPHONES
frrtneer Motor
trot
Sales Tat
lrrtnNr
of
CORIUmption
Millionsof
KWH
Sold
Commercial
It"Identiei
III
Service
Vehicle
Registration
Ofriee
Ree_ eiot+
Coltedion
l ��
y,ar,
N'Ner Meter%
Gals.
1000_ 6)
Customers
c "��s
_
200.687
s
5.677.073
i 12.763
1
5
18,081
23 919
220,003
133
377,093
9,168 686
22,622
1955
77,637
26,0 0
17`4,338
2,319,301
26,046
254,013
419.928
44I,136
12,101,125
1957
1960
83,291
86,918
29,290
31,440
3.344.04i
28,993
288,986
649.457
192,999
603.319
17,3%,609
25.429,331
41,666
41.666
$8.942
1965
92,657
51,310
5,121,535
31,472
31.937
341,3.
354,300
689,937
633,40:
27,091,324
1906
94,SI6
96,185
45,957
41,601
5,676.151
6.294.614
32.351
361.261
740.540
671,21;
730.92'
28.641J61
34,553.165
0,807
69,/07
99.703
1%%
1968
97.170
$0.127
7.153.631'
35,296
37,746
383.455
401.922
192.64
859,684
7%.455
37,322.I79
129.241
1%9
98,1/0
50,04s
1,165,989
9,134,II1
39.452
419.957
911.131
823.442
39,404,520
140.227
1970
(00,035
104 2:1
SS,I79
$8,073
10,117.519
925,881
251.523
$1.3304-014
175.565
1971
191:
105.166
59.555
11,237,946
43 88:
466./14
498,642
1,092,960
tjIl.313
995,000
51,619,118
193.845
1981
13
117,10'
M,785
69.0:0
12,164,376
12,162,021
50,010
S2.S94
211347
1984
19'S
120.936
122.870
69,437
12.416.964
53.334
4941�269
1,23S,06S
1,04004S
.212
71,088091
B09
1976
126.500
70.770
12,388,E
55,200
537,200
1,328 4q3
1.268,632
77.378.96
259
Ig11
130,500
71.774
13,032.
$9.500
546.000
1,368.63s
1,081.224
99,873.395
296.3b6
1978
145,000
72A09
13;060,000
Source, Economic Socieq of South Florida
—104-
041". _
f8
D
SUMMARY OF THE TRUST INDENTURE
__,#2494
'[COPY TO ,COME12496
,SUMMARY OF THE HOTEL'AGREEMENT
#2498
[copy to'come]
#2500
SUMMARY OF `THE WTC AGREEMENT `
2 50 2
[copy to come]
M2504
SUMMARY OF THE ;'UNIVERSITY"AGREEMENT .
#2506
[copy to come]
#2508
=105_
t8
UNDERWRITING
l2511
The Underwriters have jointly and severally agreed, subject
!(251
to certain customaryconditions to closing, to purchase the Bonds
l2512
frthe City at n aggregate discount of S from the ini-
_ , .
om a
l2513
tial public offering prices set forth on the cover page of thus
l2514
Official Statement'. The Underwriters will ;be obligated to purchase
l2515
all. such Bonds if any such Bonds. are Purchased: The, Bonds may be
l2516
offered and'sold to certain dealers (including Underwriters and other
l2517
dealers depositing such Bonds into 'investment trusts) ''at prices` lower
l2518
than such public; offerring prices, and such public offering prices may2519
be changed, from time to time,.by the Underwriters., (The. represents-2520
tine of the Underwriters are Smith`iBarney, Harris Upham'&.Co.
l2521
Incorporated.
M(252.
VALIDATLON OF THE BONDS
l2523
The Circuit Court in and for Dade County entered a final
!(252:
judgment validating the Bonds on October 22; 19794whichfinal judg-
l2524
ment was appealed: The Supreme Court affirmed the..judgment`of:the_l2525,
Circuit Court approving theissuance'-of the Bonds on.'January-24,
l2527
! (252'
1980.
LITIGATION ,_
l2529
No litigation is pending or,'threatened in any court, ques- l2530
tinning the official existence of the City or the title of the l2531
officers thereof, or the validity of the,Bonds, or to restrain or 1(253:
enjoin the issuance or delivery of any of the Bonds or the validity 12532
-1:06-
!8
I
of the Hotel Agreement, WTC Agreement, or the University Agreement or
#2533
the power of the City to pledge Net Revenues from the Convention
l2534
Center -Garage and to ipay the Bonds.
#2535
(Litigation in .connection Mith,awarding..con-
#2538
struction.contract]
(253:
(pending SEC Investigat ion]2539
TAX. EXEMPTION
#2541
In the opinion of Brown, Wood, Ivey, Mitchell° & Petty,
# (254:
interest on the Bonds is exempt from Federal income taxes under2542
existing statutes and court:deci'sions and. -from taxation under the
2543
laws of the'State of Florida, except as to estate taxes and taxes
M2544
imposed by Chapter 220 Flo d a Sta_� on interest, income or
2545
profits on debt obligations owned by`corporations ,.b6hks and 'savings
#2546
assocations.(254E
APPROVAL OF LEGAL PROCEEDINGS.�2548
All of the legal proceeding s.in connection with.the author #(254f
,pro.of �2549
ri2ation and issuance of th'e Bonds are subject to the;aval
M
6
regard to the City will be passed on by George F. Knox, Jr., City 12555
# (255
..
Attorney.
MISCELLRNEOUS42557
Brief descriptions of.the Bonds, the Trust Indenture, the
f(255' —
Hotel Agreement, the WTC Agreement, the University Agreement and
12558 —
information about the City,,ncluding financial statements relating
t2559
thereto, are included in this Official Statement. Such descriptions2560
do not purport to be comprehensive or definitive. All references
t2561
herein to the Trust 'Indenture, the Hotel Agreement, the WTC Agreement2562
and the University Agreement`are''qualified in their. entirety by,ref-2563
erence to, such documents. References .erein to the Bonds are quali-
(256:
fied in their entirety, by reference.to the forms thereof:inciuded in2564
the Trust Indenture, and --,the inf6rmati.;on with respect thereto
2565
inclu11 ded in. the aforementioned documents, copies`of'which.,are on. file
2566
at the offices of .the City and the Trustee:2567
iL�
r � •
a
c • r
TABLE OF CONTENTS
� � r
TABLE OF CONTENTS (Cont'd
rPage
Authorization to execute and deliver"Trust
Indenture .: ... . . :."... ...
Acceptance of trusts .by Trustee ....:.:...:....::
Granting. Provisions:
Consideration- f or!l pledge ... :..:`....;..:..... ...
Assignment of'Hot`el Agreement, WTC.Agree-
ment and University Agreement ....`..:.:......
Pledge of Net Revenues o: Convention; Center-'
Garage and Pledged °Revenues of Available
Telephone and,Telegraph Tax"Revenues`...:.:.....
ARTICLE I
DEFINITIONS.
Section
101. Meaning of "words and terms:
"Accountant" . ,' ... .=.... .:. ... :..,.
"Additional Rent" .: ... ...:.......... .:
"Amortization Requirements" .. ..`... ....:..
"Annual"Budget"'orBudge t"
"Aupl i cable' La��=" ....' .. .. .. .
"Ar ch i teicict' 0...... ... ... ....:`. ..... .;
"Available Telephone and Tel"egrapIi Tax
Revenue . ; . .",
Base"Rent" .. ..
ii
"Gross 'Revenues` of the Convention Center-
TABLE OF CONTENTS (Cont'd)
r
TABLE OF CONTENTS;(Cont'd)
Paae
"Surpl�us Fund" ::.- ....:. ..........+:.....:..
"term bonds`'. ........... ...":............':.:. ..
"Trust Indenture" or. .'this .Trust `
��
Indenture ....`e j,.0 .: ...:...... 0 0 ......
"Trustee"..:...........`....:..::...'....:...:..
".Univers ity" ...."...........:... ... ......"..:..
."University Agreement" .'........:...::..'....:..
"World Trade Center" ........... ...:. :..... .0
"WTC.Agreement"`......:....: ... ..: ........'..0
,"WTC Developer"::.. -.... 0,.,* 0 :. ... ...........
102.'
Miscellaneous definitions' .........:...:`........
'ARTICLE II.
FORM,' EXECUTION, AUTaENTICATI,?N-,
DELIVERY AND REGISTRATION.OF BONDS.'
Section,
201.'
Bonds.ssuable only under ,this Articl= :...':..:
202.
Forms of bonds .:......... ..=. .:.. ..:
Numbering numbers ::.:......: ::......
203.'
Details of bonds "..::..:............:......... o
Er.ecuton of. bonds and ,coupons .'..:...:.:.....
Payment of ;principal and interest .".:` .:. ..:
204.
Authentication' of bonds`.:.'......:......"....`:...."
v
0
TABLE OF CCC:?'ENTS Cont' d )
Paoe'
ARTICLE III.
:REDEMPTION:.OFI BONDS.:
Section
301.
Redemption of bonds '..................:.......
Selected'by-..lot 'if less than any one maturity ..
302.
Redemption'notice ............................
303.
Effect of calling for redemption:: .........:....."
304.
Payment; of coupons .'....°.............:.....:..
305.
Redemption of portion of'.registered bond :..:...
30b..
Cancellation of bonds and coupons redeemed ...:
307.
Bonds ,and,portions.of bonds called',for
redemption not deemed out -standing :..........`.
ARTICLE IV.
Construction Account:
Sect ion
401.
Construction Account .:
UDAG Account :.:.... ..... .'.`.
402.;
Payments from Construction Account and UDAG
Account ,`............;... .............
403: `
Items of cost of convent' Center -Garage .. ...
40'4:'
Requisitions :on Construction Account: and',
UDI:G :Account .:. .. .. :....:..
405.
Requisitions for payment of ``land; costs .........
vi"i
■
TABLE OF CONTENTS (Con t d )
Pave
d06.`
Covenant :to prevent 'overruns .. .............
407.
Reliance on requisitions; etc. .: ..............
408.
Certificate' and opinion `,respecting completion
of Convention Center -Garage .......:....:...'...
ARTICLE V.
Revenues and Funds.
Section
501.;Covenants
as to rates; rents,` fees .and
cfiarges ..::...`..':....:.:....:......:......'..:
Annual Inspection of Convention Center -Garage
by the Consultant..........:......'.:....::...
502.
Initial Budget .'........ .............
Annual'Budget ......:.......:........s... ... o:..
503.'
Revenue': Fund ..... .`..... .
Revolving Account and payment. of. Current Ex-
penses ... ..':
50�.
Sinking'Fund;.Bond Service,,Reserve Account
and 'Red emption Accounts, ..,...
P.enevlal and . Reolacement Fund '; .... .
...
Supplemental Reserved FundkC
Surplus Fund ..: ..:
-Deposits to Bondi Service .Account,`. Reserve'
hccount, Redemption Account,, Renewal and
`
Rep1 acement Fund , Suppl'•2mental Reserve
Fund, Reimbursement Fun3 and Surplus Fund .
505.
Application of.money in Sinking 'Fund .......:....'
vii.
TABLE OF CONTENTS (Cont'd
Page
506.
;Application 'of money in Bond 'Service Account....,
507.
Application of money in Redemption Account ....:.
Purchase of,'bond's ...:.........'....`:........:
Redemption of bonds; order of payment ........:.
508.
Application .of money, in the.Reserve-Account
509.
Payment of bonds when sufficient money held!
in',: un s..._.`.. ".. `.......:.:......:.:.....
510.
Application- ;of:money in Renewal andReplace-
ment Fund'...:...; ::..:...........::.....::..
511.
Disbursement of 'money, in,Renewal and
Replacement Fund .....:... ... ....:...`:... ..
5'12.
Transfer of surplus ;money to'Bond Service;
and Redemption Account's .................'...
513.
Application of moey in Supplemental`Reserve n
Fund :...`:..............`:...... ..`........
514.
Application of money in Surplus Fund.......:'...
515.
n"
Dispositioof-unclaimed money in Sin.kina
Fund ..
516.
Cancellation'of'bonds and couppns, upon pav-
ment, ..... ...
ARTICLE VI.<
Depositaries, of Money, Security for Deposits
and Investment,, of,,: Funds
Section
601 .
; Mp
oney deosited con titutes trust, funds .....`....
Security for money deposited ... ...;... :....;..:
TABLE OF CONTENTS (Cont'd)
Pace
602.
Investment ofmoney .`..."... .. •. •:••.••
I,westment > deemed to be' part of `fund or
account for whichpurchased .........:.."...
603.
Covenant as to arbitrage ...............:.:.:.
ARTICLE VII.
Particuhar Covenants.
section
701. ,Covenant
as, to prompt payment"of principal,.
interest and premium .::........:.....:.....
Bonds not obligations of State or political'
subdivisions .....:"...':...........`:........ `."..:
702.
Covenant"to"construct Convention Center-
Garage ,....:. ....: "..'........:.':. `::..........;
Covenant to secure. ,approvals,berore entering
,intocon'struction- contracts.,:'... ..... i :`.....`
Performance and"payments surety bond's. ...:....
703.
Covenant. to enforcerights under surety bonds
704"
-Covenant against any Tier. or encumbrance -
Upth C0I7'delltiOn Center —Garage.
705
Emplovment of +Architect, and,, Accountant"
706.
Employment of`'Consultants
707.
Ne��� � York, Chicago ."and r;iam Pal ing `Aaen s
703:
TcDes of insurance', and amounts ...`"."...........:
7097.
City's agreement regardinginsurance"policies ..'.
t
q, -
TABLE OF CONTENTS (font'd)
Paae
710.
Proceeds of use and:'occupancy insurance
deemed Gross Revenues ...
711.
Inspection of and opinion as to pol'cie`s;
collection of insurance claims ..:.:.........'
712.
Covenant to repair or replace damaged or
destroyed property", .............'.:.......:...
713.
Covenant to record and 'file', Trust Indenture
and `Financing Statements'.....::...........
714.
Rights 'of"'Trustee respecting Hotel Agreement,,
WTC Agreement and University Agreement;:.:....`
715.
"Corporations""'defined to 'include successor,`
'of each :... ...0 a o ....... ... ... ea .10 .... 0
716.
Authority!s covenant respecting revenues,
;rents andi other moneys ......:...:..`.:...:..".
717
Covenant tp provide further instruments-
and take further actions ',..::.......:.:..:...
718
Covenant as to records!and ''accounts;"..,..:...:..
71
Annual audits,. ..
Additional s.;or audits ..:. ..:
720.
Covenant against sale,,.,demolition, remo.�al
or encumbrance; exception's :'...
72 1
Covenant to pe: form "obligations` under" .�ictel
Agreement, WTC Agreement and Universi':�v
Agreement
722.
Covenant as to pledged`revenues ... .... ...
723.
Assignment of"Hote'1 Agreement''WIT Agreement
and University Agreement?.as additiona'1
security
724.
City"'s.rights respecting eminent domain;
application 'of. proceeds :.'.."..:......
xi.
TABLE OF CONTENTS (Cone'd}
Pag e
ARTICLE VIII.
Remedies.
Section
- 801
Ehtension of a y meet of interest .:..:.........'
P �_
802.
Events of default .'.,:......'...'...........':...
803.
Acceleration of 'maturities ..................
804.
,Enforcement 'of;remedies ...`.::.`:..............
805'
Pro rata application iof funds ...:::.....:.....
806`.
Effect of discontinuance of proceedings ........
807:
Percentage of bondholders who may direct
remedialproceedings ........�.... .......'....��
808.
Restriction upon action by individuzl
bondhold`ers.............................::..'
809.
Aapoint'me ht of receiver :..... ..:..:
81 0 ,
Richts "of action by Trustee .. :'. .
81.1`.
No: remedy ?es;elusive ... .`..:...
612'.
No de 1 a:, or omission construed `to oe a waiver,
8?
N ot ice of 'default
ARTICLE IX:
Concerning the Trustee.
section..
TABLE OF CONTENTS {Cont'd
Page
903.`
Limitation on obligations and responsibi'li-
ties?- of Trustee .;.. ...:...::........... `... .
909.'
Trustee not liable :for failure of City to act ..
905.
Compensation and indemnification of Trustee .se
906.
;fr'..'....:...':....
Monthly statements om Trustee ..
907.'
Trustee may rely on certificates ..:........'..:.`
k. 908.
Notice of default ..0 O's...... .....:..40,00 ....
909.
Trustee may deal in bonds and take action as
bondholder...........,. `.......,...:'.........
910.
Trustee not responsible for recitals ...`..:..:..
911.
Trustee protected in relying on certain
documents- :. :.. ...:....el'... .:. :...`... ....;
912
Trustee may pay taxes and assessments ......:...'
913.
Resignation of Trustee ... ..: .........`...:
9 1 4.
Remova'1 of Trustee ; .:. ...so IN . .
915:
P.pID —item of successor Trustee ....
916`.
Vesting of trusts, in successor Trustee ........
A?TICLE X
E::ecution o;L Instruments` by Bondholders,
of of Owner ship.o
of 'Bondholdl
r
TABLE OF CONTENTS "(Cunt'd
Page
ARTICLE XT'
Supplemental Trust,Indenture's.
Section
1101.
Supplemental trust agreements without bond-
hold'ersapproval ..."`.................:.:...
1102,
Supplemental trust agreements with approval"
of bondholders .:.:...:..'........"..:........
1103:
Trustee joining in supplemental trust agree-"
merits ..`....'......:.....'...:...........`....
1104
Trust"e'e's„discretion"respec ing"supplemental"
trust. aqreemen o':...'.... 6 0 0, .. ....'0
ARTICLE XII.
Defeasance:
`Sect'ion
1201.
P.elease of Trust Ind"ensure :.
ARTICLE XIII.`
riiscel.lanea`�s P1:avi"sions.
Section"
1301`.
Successor of City ..':
1302.
Successor':of Paving Agents and Depositary .
1303.
!•fanner 0f1ving notice
1304.Notice
may substitute"for publication.:.......:.
xv.
TABLE OF C01,ITErITS (Cont- ' d )
Pade``
1305. Ri`uhts under Trust Indenture confined to
ba-ties and bondholders .`.. i........
1306. Partial invalidity ........ ........ ........ ...
1307.' Indenture Trustee, Offi?cer, agent or employee
of Authority not 'liable ....'.......:.......
1308. Expenses incurred i`n carrying out. Trust'
Indenture'..:......`..:.` .:................'
1309'. Trustee, Depositary and Paying Agents may deal
in bonds and`:take action as. bondholders:......'
1310. Immunity from liability;of principal under-,
writers.::......:'..:..,:.:.°... ...:..........'
1311 Amendment,of Ho.telAgreement, WTC Agreement
and University Revenues .'.:..........:...'...."
`
1312`. Multiple Counterparts ..............:......:.:..
13113 Headings ..... ... .....:..`..:...,:. ..........:.
1314 Submissi= of documents":to,':,,..: ... ....'
Testimonium.
Execution gyAuthorit'y ....
ExecbtlOn by TruStet
Acknowledgments
Ac}:rro�:ledgment of City ...
Ackno�aledg:nent of, trustee
Recordation Statement` ... .....-
xv.,
�'�L7L L:�itS Ferend no has d'.3=?rimined ,-jat she ;total
Ri
1
the Hotel Developer has agreed, pursuant to
the Hotel Agreement, to use 'such air; space, shell`. space,
easements and other. rights to bu'ild,'operate and maintain
a first class hotel o` not fewers than 60$ roo-.s, ':sully
equipped and stocked," adequa'tely',cap'italizedand ready to
commence business, with related service facilities and
attendant amenities, designed to conform :to the design of
the'Convent`ion Center, as.provided "i'n the Hotel Agreement
(herein called the,"Hotel") and`
WHEREAS, the Hotel Developez .,has "a "sgr.eed under the _Hotel
Agreement,'among other things, to pay"tothe City a Base
Rent.' (hereinafter mentioned) and; an Additional.Rent. inafter mentioned), in the amounts and at the times a's
provided in the Hotel.Agreement for th"e lease of said air
space, ' shell space 'and" certain other rights, and :for the
grant of said easements; and"
WHEREAS, the City has entered into a,lease agreement
with "Dade Savings & Loan"Associa;t'ion', ,a. state chartered
saving and loan association (herein>calle'd "Dade Savings
dated as of the th.day of 1980 (herein
called `the "t1TC Agreement"), pursuartt to which the City has,.
acreed`to lease .to `certain,air.space'over the Parking: Garage
and certain other"riahts, and to grant to Dade Savings
certain easements in and about the Parking Garage, for an,
initial lease term of forty -.five (45) years and has granted
Dade Savings an Option fora rene�:,al team of 'forty-f ve (45)
years, and the" City hasfurther 'agreed to prop iue certain`
im.orovements and utility services and to complete the
construction of the Parking Garage; and
NIHEREA:�, Dade Savings has acrCed, pursuant to the
t•;TC Agreement, `to use such air s..ace, easements and oth"er'
riryhts to >bu1cl or 'cause to: be 'built and to 'o era.te and
ma`intair. or cause to be operated and maintained a v.or1d
trade center and office: building," adequately ca,:ita1ized and
re:dv to C0MMe11Ce OlDeratlons, with related service facilities'
and attendant amenities, designed to conform to design"
standards as provided in the t9TC Agreement (here'in called,
the "Norld Trade Center;) ; and
t]f?L'I,�;S, Dade Savings has agreed under the t;TC Agree-
rilent, among Other things, t0 pal", to the city :,_'Tt (here.in,-,
aster 'mentioned.) in` the: amounts 'and at the tima S : as " provided"
in the 11TC Agreement"for"thc lea -se of said air space and
certain other rights, and the grant'of said easements,;
and
!�i�. �. .:t?x
11-HEREAS, the City is authori od to undertake, finance,
construct and complete the Convention Center -Garage, to
enter 'into' the University Agreement, the° Hotel Agreementand
the WrC Agreet7ent and perform its obligations' thereunder,
and to issue revenue bonds of the City for the purpose of
paying, with other'°funds lawfully available therefor, the
cost of the Convention Center -Garage, such revenue bonds
eing 'payable from 'revenues of the City, to the extent and
as' provided in this Trust Indenture,derived from, sources
other than ad valorem taxes on real or tangible personal
property and which•do not pledge the full faith and credit
of the City or such. -ad valorem tax revenues 'of the City; '
and
WHEREAS, .the Commission of the City adopted - on Septem
ber 13`,, 1979 a certain ordinance entitled:
AN ORDINANCE AUTHORIZING THE COi9PLETION OF CONSTRUCTION
OF A CONVENTION CENTER AND THE `CONSTRUCTION ,OF A'
PARTING GARAGE AND ,A CONNECTING WALKWAY', INCLUDING
MACHINERY, EQUIPMENT:, FIXTURES, FURNITURE LMPROVE D".AND..-
U11IMPROVED LAND' LANDSCAPING AND OTHER FACILITIES
APPURTENANT OR INCIDENTAL THERETO] AUTHORIZING THE
ISSUHNCE,.'SUBJECT TO VALIDATION, OF CONVENTION CENTER
AND PARKING GARAGE REVENUE BONDS OF THE CITY OF eiIA�lI
TO PA`?, i1ITH OTHER AVAILABLE FUNDS,': THE COST OF SUCH
CONSTRUCTIONAND FACILITIES; DESCRIBING THE TER1S,
SECURITY AND OTHER PROVISIONS OF SUCH BOI;DS;; APPROVING
A TRUST INDENTURE SECURING SAID BONDS;., AUTHOR I Z TING THE,
FILING OF PROCEEDINGS' FOR "THE' VALIDATION OF S:.ID BONDS;
DECLARING THE ORDI.-IANCE Aid EMIERGENICY ME :SU 'E; AND
DISPENSING WITH THE READING OF THE ORDINANCE ON TWO "-
SEPARATE DAYS.
(herein called the "Bond Ordinance") and on ,
1930 adopted a resolution (or resolutions), pursuant :.e
which the Commission has authorized the issuance of'`!-S
revenue bonds to pay the cost of tic Convention Cell, ter-
Garaae; and
�,"HEREAS, the City has found and determined that the
Convention Center -Garage %.rill serve a public<purpose- of ,the
Citv b,,, Providing exhibit, meetinc;, ccnference, parking and
ot;;rr -facilities in the City for public,, educational, civic,
c.omimcrcial and otlic-r organizations,that the ..Con%,en ion '
Center' -Garage and the development by private enterprise of
hotel,' retail and other coumnercial facilities will foster
4.
tiV'T.,,
1 J f f. Y �'.r .. .� .. _....
. 1.�_-.%�� r_r!.:�an �...'._te ',�i_ 1`i:�y 'i h1 _5:.,.i I( i ... `i� s�. si.� �`:� ..�:Y T1� ._.. ._.
Th ? s bond is one of a duly, aut;�ori ed 'issue of revenue
bonds of the City designated "Convention`Center and Parking
Garage Revenue Bonds (herein, with any other bonds issued
the Trust c-d e bonds") nallu.dei cy
is`sued`in, a Iprincipal amount consisting of serial bonds
stated 'to mature in annual installments on the lst day of
January in the;;years 19 to 19 inclusive and of term'
bonds.`stated to mature on the st day of January, 20r, all
of like tenor and effect except as to number, interest rate
and ,stated maturity, dated as of the lst day of May,`19$0'';
issued for the purpose of providing`suf icient funds, with:
other, money that. may be available therefor, for the; payment
of the cost of completion of the construction of a conven-
tion center (herein,called the "Cont vention Cener' and the
construction ofa parking garage (herein called the "Parking
Garage") and a connecting walkway, includingmachinery;
equipment, fixtures, furniture, improved and unimproved ,
land, landscaping, 'and other -facilities appurtenant or
incidentalthereto (herein called, collectively,' the ?"Con-
vention Center=Garage"):. The proceeds of the bonds initially
issued were estimated a't the time of their, issuance to be
sufficient, with other available funds', for 'such' purposes.
The.'bonds are ecured under the Trust Indenture 'by a first
lien on and pledge`of.Net'Revenues of the 'Convention
Center -Garage. and the Pledged.Telephone and Telegraph Excise
Tax Revenues, as such terms are defined 'in the Trust-Inden.
lure, ;and by a covenant'.and agreement of the Ci zy to provide,,
to the extent necessary revenues of the City, other than 'ad -
valorem real property or tangible personal prcper-v, ta:t
revenues, .'su`ficient to make up any' defic-ien'cV: , :inze'r al a-,
in the Sinking Fund.
The Trust' Indenture provides for the fixing', revising.,
charging and collecting, by the City of rents,:, rate=,;fees'
and charges for the use or occupancy of and _`or' ser-
vices furn'ishe-J, by the Convention Center-Ga.rag,_' tL -brow e
funds sufficientwith other funds lawfullyi there-
Lor (a) to 'pay the cost of maintaining, repairi;ic and
operating the Convention Center-Garage,`(b) to pa I the
principal' of and the interest Oil the bonds and (c) to
maintain reserves for such purposes. The Trust Indenture
also provides for the deposit of all Gross Revenues of the
covention Center-Garaeie (as defined in 'the `rust l:-identure)
aver and above the a;llounts necessa ry to ' pav the cost of
maintaining, repairing and operating the Convvin:rio ; Center -
Garage, and other funds to the credit of a.special fund
designated "City of I�Iiami.Convention Centeri and :Parking
Gar.ace Revenue Bonds Interest and S-inking Fund" .(herein
called the "SinkingI Fund"), and, to the extent provided in
the Trust Indenture', is pledged to and charged faith _the
pat of the principal of an: the interest and an,,redemp
tion.premi.um on the bonds.
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;, of the same' de-
signation and issue as', and secured on a` parity with,' the'
bonds initially issued, under the Trust Indenture, for the pur-
'po�se: ofproviding , funds' necessary to complete' the payment of
the cost".of construction of the :Convention Center -Garage.:.
,.
,.This bond was issued and the Trust.:Inde'nture,was made
and entered into under and pursuant to the' Constitution and
laws of the State of Florida, particularly the .Municipal
}
Home Rule Powers Act (Chapter 166, Fla:, St. Ann.; .as amended):
and the Charter. of `the City` (Chapter, 10847, Special; Laws of
Florida, l`925, as amendeed) , an ordinance; and resolutions
adopted bv:the Commission, and the Trust Indenture'(said
Trust Indenture, together.wth all trust indentures supple-
mental thereto as therein- i itted, being herein called 'the
"Trust` Indenture), by and between the City,and
in the _City, of ,.as
trustee (said :bank and 'anv'bank or trust company becoming
successor trustee under the Trust Indenture being herein
called the "Trustee'),'an executed counter:.at of which,
Trust Indenture is .on file at the corporate trust off ice. 'of
the:Trustee. Reference is'here5; made to the Trust Indenture
<
for tl-.e 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
r_a;>>ne- of th _n_erest and "he redemption premium, if any
one anc the pr.inci pal of the bonds, the nature and extent of
the security thereb% created, the terms and conditions under
which Lhe bonds are or may be issued, the rigijts', duties,?
obli;ations and immunities of the City and the Trustee under
the Trust Indenture and the richts of the holders 'or 'regi's-. ;
tercd ov,ners of the bonds,` and, by the acceptance of this.'
bend , the Holder or owner hereof assents' to all" of the '
provisions of- the Trust Indenture.
T:ne City has entered into a .long term. Lease and Agre'e-
ment for Development with Miami Center Assoc`iate's, Ltd., a
Florida limited partnership ;(herein `called the "Hotel
8 .`
S'g,: -:t;�
9.
JrY tf r t i-iV t �j j;[4r 7s �� 1nt SO 7a y' j..1 .ti `�.�'.. � -4 'iY .r,`o '. aiyr �.
wlua�.,�,.i�_� +.�+,•�,_„-r,,.c..s �,_,�,��r� ,t�.Ho-a. r.�F 41 .�s...,;.,.�-�..ti� r t ...�.,y_ .. 4;.�r ��._.r.�JnJ�...�d. - .', � - .. ...
��:r�'o..r ,%.".�.'�� n..:f �; I.,'.,:''.vry :r. s,F.�°aN!`3.:..,' 'S� ��_ t� �.i'� +, �' (5 '` +;-t �1 ' ' _..fir t "' ... �..
,. .-
.tr�1.'.i p. 3r�.zc,.i ,�...,�,'_..::.11 �i..k; .. _�.��+ }.'k�C�4�. ._..... F tkS 4.��-; �. . �.i}7 ,.. 4�.� ..i... . us. �'i�. - .....
Form of Eounon
State OfFlorida.
-CONVENTION. CENTER AND PARKI:NG GARAGE REVENUE- BOND
The City of miami� Florida.(herein.
pay s.
fter'xeferred,� to �'uponl the
presentation and:. s,ul- rend at � the.
sum of
tes
DOLLARS in any coinor_ currency of the Uni:ted"StaL, o f
tend e r for the payment 0 'L public and or i v a 1L. e debts an& pav,
o
bona reg I s L-ra t ic n books o f the C-itl-, interest, on said
princ,_'Dal sum from
ing the notice of redemption and. the,e-ffect thereot:
ny SUCh redemption, either in, v.1ijole or in part,
Indent.'ure, and shall be made in the iiianner and under�the
terms and conditions provided in the Trust indenture.- Onz
the date 'designated for redeniption, ncitice having 'been
r)ublished as aforesaid, the bon-,:s or portions thereof so
Called for redemption shall become and be due. and pavableeat,:1-.
14.
the rP-Cl-1 ration prig provided for redemption of such bonds j
"
signature of the City gi.erk of said Citi��, �11 as of the 1st
5. O I. the form of coupons .
(To be endorsed' on all bonds)
,.
r.-
CERTIFICATE OF AUTHENTICATION
j.
This bond'is o'ne of the .bonds issued under the provi- ;
si'ons of the within -men' Toned Trust `Indenture. "
as Trustee'
By
Authorized, Officer
(To be endorsed on all registered bonds without coupons)"
Date of authentication:'
STATEMENTOF VALIDATION
This bond is one of a series ,o'f bonds which.were
validated by judgment of the Circuit Cou"rt for Dade County,
ren6ered o`n Octobe 22,', 19.79.
�1. 1. iM IM IM IM 1M iM 1M'IM IM iM 1. IM 1. In iM iM 1M IM SM SM 1M
i ,.ERE AS, under the Constitution and Ias of the State,
;ncluui ne I articularly the 'Muni'cin,al Home i:u1Powers Act
('ChaI r,'ter 166, Fla. St. Ann., as amended') and _he Charter of
the City (Chapter 10847, Special Laws of Flor`da, 1925, as
amenc.ed) the City is authorized to issue its bonds as here-
inafter provided, to enter into this Trust -Indenture', the
Hotel Agreement, the WC Agreement and the University Agree,-"`"
merit and to do or cause to be done all the acts and things
herein provided or required to be done as hereinafter
covenanted; and
this Trust Indenture securing, the bond's a:as
approved under the`Bond Ordinance and the execution and
delivery of this Trust Indenture has been duly authorized by'';.
a resolution 'adopted by the Commission of..:,theCity;";and
16.
;rhl✓r,E':5, all acts, conditions and ".hinds required by
the Constitution and laws of the State, inclu%ina the rules
and regulations of the City, to happen, exist and be per-
0 v. t:�re: =dent to an-' In the anCe_ i ve - of
this Trust Indenture, the Hotel Agree;,ient, "he�;T; 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 WTC Agreementand the
University Agreement valid and binding for the security of
the bonds in accordance with their respective terms;,_and
WHEREAS, the Trustee has accepted the trusts created;by"
this Trust 'Indenture and in= evidence" thereof has joined in
the execution hereof;
NOW, THEREFORE, THIS TRUST INDENTURE MITNESSETH:
That the City,, organized and existing under the
Co'nsti ution and the laws of
the State, in consideration
of the` premises and' of the acceptance by the TrusLee of the
trusts; hereby created and of the; purchase and acceptance of
the bonds by the holders and registered owners thereof, and
also f'or and in consideration.of the sum of 'Ten Dollars
($10:00) in la�iful `money of `the United States of Americao
i, 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 <acknow-
ledged, and fo'r the purpose o fixing and decla_-_ the
terms and con.51 tions upon which the rbonds �..ne coupons
for interest) are to be issued, authenticated, ae_1%7e ee.
secured and accented by all .persons v,Jho st]a11 _ r c::-. t-i me to
04;
t1,TtimebeorbecomeOmE holders or L-'�=C1SteL'C:,:7t✓'L'S z1,-reof, and
in order to secure .tl:e payment of all the ikon; s a any time
1SSUed and QUtstand ing "under this Trust' Inden _ure and the:
rest in-1 t!"F'-redei;i]DLion ano. _n' i cn aCcord-
ing t0 their tenor, DUr:O_L %nC] eiect, anU i.' C? t0
Secu_e the .Der-formance and observance of 31I' t:i• CO\'enc7I1tS,
::CjL'`C'%irntS at]U colic] iti-Ins, ��xp1:ess or i.rliplied, h re n at
herein COntui ilLd, the lt`I lids C':{eCute and delivered t1115
Trust Indenture and by this Trust Indenture:
A has given, granted, -released, assignee, pledged
and set over and goes hercoy give, grant, release, assign,
p Ied'g--:, and 5(_t Ovei unto 1-Zhe `.-'t:u:tee, in tL"USt, a lust lit I]
On and plc.d;- of tlic- Ne= : 1�cCvcc-nues of renter
Garage and a just lien on and pledge .of all Pledged telephone'
and Telegraph Excise Tax RevcnucS;
17.
_S1,_" ' ,, ..;:,:':*?., ?r_.i.. ems' i�ir`rt���_. i:. ,.�_s_..�. A��,..�'xi::. �.... ,.-..�r.uJ .:_•��_a..r.��-. sir .. ..
a
.;��,a. -
v �; i� _ .4. ..,.. _..._...._... ._._,..
,.,
5., tti v r� �.r
,.
ri , .::'is_,_r°.�....�',{.._,�6�,._e1s,L._s.1�:..�,.�e.�i wHa:.�v_.:,...1..._..: -t��, f. _, :...'Y�',17, .�.._._...n��� ...,� �__:.,_:. _ .
payments this Trust indenture and the rights -hereby aranted
shall cease, determine 'and be void, `as provided in Article
X hereof; otherwise this Trust Indenture to. be and, remain
in full force and effect.
THIS TRUST LNDENTURE FURTHER WIThES,SETH '-and it : is
expressly declared that all bonds .issued.andsecured
hereunder -are -to be issued authenticated and..delivered .
and all said property hereby given,, gran ted,.Felease,
assigned, . pledged and set over: is" to= be dealt with and
d sposed of under,, ,-upon and subject ,-to the, terms,: con
di'tions, stipulations, covenants;. agreements, trusts,;'uses .
and..purposes as here inafter'expres`sed, and the-',,,City.'has
agreed and `covenanted, and :does hereby agree and covenant',
with the Trustee and with the respective holders, :and.regis-
tered 'owners, from 'time' to 'time, of'.: the.. bond s"or ;coupons
appertaining thereto, or any part thereof,, as follows'':
19
t
..M1ryYr � ytJ 1.. .�P ..t. J.: _ -.:r ),� . 1�:. r>�u - _______
from proceeds of bonds, any depreciation al1G'+7ance, Pr in-
cipal and Interest requirements, or any reser': es for extra-
ordinary maintenance or repair, unless otherwise expressly
provided in this Trust Indenture.
"Depositary" shall mean any bank or ban1. or trust
".
company or 'trust companies with itsprincipal'officelocated
in the.City, 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 Stateto engage
in the banking business <within"the State, designated by
the City as a:d;epositary of money under.the provisions of
this Trust 'Indenture. For the purpose of performing the "
functions of Deposi ary-under Article IV of this Trust
Indenture, the -
shall be the Depositary:..
"financial journal": see definition below of
"newspaper".
"fiscal year" shall mean the fiscal year of the Y.
being the 'period commencing on the first;day!of Gctober
of any, year and ending. on the last day o Sepem er o'f
the following year.
"General Partner of Hotel Developer'" s ,a_l ean Miami ;
Center. Associates, Inc. ; a corporation orc.a.i7-e3 and`exist-
in:g. under .the la%..s of the S ate, the` managi�.g general
'
_1 partner of the 'Hotel Developer pe.rforminu ` :1; �ticns of .
th'e chief, executive" off`icer'0f ;the Hotel DL.`-
"Government Obliga ions" shill- :near, dirtc� c`cliga-
tions of, or o'.�ligation`s the principal of any to in _ere sit
on which arc unconc?ition ally guaranteed a%•, t.:_ United
States Of 1.ME-,.
" GrOSS-?�Vef�U6S Of the C onve_ntion CerC e -' _ r �iE''�
for . any particular period shall mean ( i ) a11' :: -:-- ..-en u C_ S'?
rents,;' f-ee`s, rates,, charges and other incO:.1e a .:i receipts
derived in such period by or on behalf of the C: from i'ts
ownership, leaseen , Ocratioor pO n sessioof, O:.-in connec-
tiOn tiaith the Convention Center -Garage, Or rt there -
of, including Additional Rent dc`rived un,1"e:. t:.r H:)tei
::cL _er, ent and I:ent d,_rived under.• th:_ ti;'�� �_ = �:nd other
revenues derived fror-i. leases, subbases :ina c:: __ -Cts
(except Base Rent payable under the Hotel gree.7.ent and
advance rent payable under the University AgL_e-.ent) (ii')
23.
': �_2 � r�.i:.: �.d�,v..�v:-a..,�m.,,. 1..4.�3•,.:�.,,�...:�o-..._:_.,.1:3C:"v��.;_-.�. .,. L1..._+_�,..
proceeds of anv use or occupancy,.., insurance, and of any other
insurance which insures `against 'business 'interruption:
'
relating to the Convention'Center-Garage'and (iii;) interest on
honey Or SecLl "1t1eS iicl-Z under this trust Indenture
and, required to he .paid into the Revenue Fund pursuant .to
this Trust Indenture.
"holder", when used with respect to`anv bond's author-
iced under'`this Trust Indenture, shall mean the holder or
registered owner, a the case may be; of any `bond`s"then
outstanding:
"Hotel Agreement" shall -mean the, Lease and Agreement:
for. Development between.the'City and Hotel Developer,;
.the
dated as of September 13,•1979, as amended from time to time
as`provided in Section 121 of this Trust Ind'entur;e.
"Hotel Developer" sha1T mean Miami Center Associates,
Ltd., a Florida limited; parnership,';including any successor
or.,assigh of`,.the Hotel Developer pursuant to:', the provisions
of the Hotel , Agreement.=
"Hotel Mortgagee " shall mean AIa sachusetts. PlutuaI Life
Insurance Company, a life insurance
company, as mortgagee of the., -mortgage -on. the Hotel from the
Hotel Developer, securing the permanent financing 'for the``
`.
Hotel, or any :successor`' thereto.
"Ir.vestment Obligations" sia11- meanGovernment Obliga-
.
t ons. and,' �o t,le e::Len't from time � :permit � ' L ' r� _ime t.. tl,�� permitted by 1..�.,
'
direct°obligations o4the Feaeral Financing Bank, Federal
Home Loan Ls, F c.Cr ral Land Bani:s, Federal Tian}-s for
Cooperatives, Federal national Martgaae :association, Govern-'
meat National i';ortgace ia;^Ci tion, F'ecaeral Intermediate
Credi Ban:.-, ?:. :art-I::l::ort Ban;: of. t110 Uniter. States',
Farmer: Home ..... nistratior: ar.ci Interna ioi: 1 an for
Reconstructi0:'s and i.0 v(--lopment, and ne^ot able or llon-
negotlablEe certificates of del7oslt or ti:i'C deposiL.s of ant'
ban}:, branc'.h of any bank, crust company or national ban}•i`ng
association (including the Truster_ and any bank or trust
comUa:;y acting as Depositary), which is a member of the
Federal Deposit Insurance Corporation, such certificates of
deposit to be secured as provided in clause (a) of Section
601 of this `Trust Indentui:- and to the extent permitted icy
law, repurchase agrrh:ilenis Co'-e inc�. ails' of t1le LCr 3gOlny
provided, - that no such obligations or certificates of
deposit -shall be included '%githin such term .unless the
29.
tLS:
ayina Agents" (or "Paving Agent") shall mean -he
banks or trust companies designated by"the Citv at which
the coupon bonds and the coupons appertaining thereto may,
be presenter. =cr Uayment, and shall include t e Trustee and
such other banking__institutions as are designatedby the
City to perform the functions of the Paying Agents under
this"Trust Indenture.
"Pledged Telephone and Telegraph ExciseTax' Revenues"
for any period'shall mean all of the revenues"derived during -
such period by ;'the ;City from .the levy and coll"ection'of the
utilities service tax, as defined herein, upon the purchase "
of telephone"and telegraph services; provided that during
the "e ed
or Utilities Service Tax Re`fund'ing Bonds that may hereafter"
be issued (collect]veld►,cabled the "Utilities Tax 'Bonds")`
-Pursuant "to the provisions of said Ordinance 110..7066
(adoptedby "the Commission of. the City on November "2111962.)"
shall be outstanding an'd sufficient money to pay, the Utili-,
ties" Tax Bonds in fu11 sha1-1 no be held: in trust as'prov`id"ed
in, Section'406:'of" said Ordinance No. 7066, then the term";
"Pledged Telephone:and Telegraph E}:cise TaxReve'nues" shall
mean only that; portion ,of such tax revenues, derived :from.
the levy and collection of the utilities service`` tax' upon,
the purchase of teleohoize and telegraph -services, which each
month remains to the credit -of the Miami Utility; Tax "Fund
(defined in said Ordinance No.: 7066)` immediately after the
withdrawal therefromand the deposit bV, the 'cit�; =;;ith "the'
trustee to the.cred'it of the sin}:ing fund; u`n,-7 said
Ordinance Nlo. 7U66, of 'tk�e resr�ecLive amou;its as `required'
under clausrs .(a), (b) and (c) of Sec -ion a
Ordinance No. 7066.'
-Princi,:)al and Interest Requirements" for an', fiscal
sear of th= rity as at-!�lied to the bonds issu_ uncle:,
provis'ions o-F this Trust Indenture., shall m= is ile s U I
of
(1) the amount required to, the"interest on
the bonds then outstanding which is; due and'payakjle
in such 1: 1 sca year, and
(2) the amount required to day tho ncal o`f"
- -
1 th _
G'l Sr'L 1 fl' i�OnCSS thf�il OUCsr�:i��11 ti 15 :i - i
L i anU
payable- in such fiscal year, an
26.
w
"RIesE'rve ' Account" Shall mean the special account,
ARTICLE I I .
Form Execution, , Authentication, Delivery
,'
And `Registration of Bonds.
Section 201. No bonds may be issued under the provi,
sons of this Trust Indenture except in accordance wi"th the
"
provisions of this �Ar"ticle.
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
indebtedness that are not secured under the provisions'0f
this Indenture, except that money held for the credit
.Trust
o.f the Surplus;Fund from time to time under Section 512 of
this TrustIn may be used"or`applied as therein
provided:
:The "City covenants that it, will not .use or pledge an'y
of the Pledged;Telephone and Telegraph Excise Tax Revenue
to" "pay orsecure the, pay mentof`any bonds or, other"obliga-
Lions "or indebtedness that are not secured under`the provi-
sions`of this;Trust Indenture; provided„ however, that
Pledged Telephone and Telegraph E.x,c se Tax Re��enues"from
time to,.time may be used or applied;by the Citv.for"any
la'..ful' purpose Iif such :revenues; exceed the amount necessary
to pay: am.- bonds or other obligations . or indebtedness
secured under '"the provisions of this Trust inrcentqre.
SeCtion 202. The definitive bonds are issuable:'as
cou;�on bonds in the deno(iiination o= $7,OUG _a is and as
registered bends With -Out coupons in, denominat:ons of $5,000
cr any integral multiple thereof. The definitive bonds
i S s ue d under the provisions of Sec'Uion 20': of ths iArticle,
tine inters � coupon to be tt�:�:� _ i to th<_ Co-:' n '.�onc]s the
Certification :,'_ au:.hed'. ication of the arruste. to en-
dorsed cn the JO(lds a n 0 ti.-_ statemr:.-c nt 7f y ll^tlOn, S1T'-1.1
be, resL:•=Cti'/�'1V, Substail::ially in the iUrms- Llldicated in
the Pr, -amble to this Trust Indenture with suci: a^propriate
vc-ariations, o(nissions and insertions as ma,,� ,be regUired or
:ermittcd by this Trust Indenture. The Oefin tive bonds
issued under the provisions of Section 209 -oL- this Article
shall be substantially' in the: form he(-einai�o� described,
i th suc'l aC:6 i IL- iona1 changes as inay be necessar or .:ppro-
triate to con:.=orm to the provisions; of any resolution of the
30.
rr !s 7.s,_a�� s 1r L_ 1 Nam°mot p s .l �- �� e L,...�✓._
such signature or facsimile shall never thel iess be valid and
ull"c4-rit -or ail purposeE th.-
for - - same as if he had remained
in of: ice until such deliver*v*, and -also any bond may
mile' sic;nal�..
bear the signature or signatures or the facsi -ure
or si::natures of such personS as at the :actual time of the
execuziol'i ofsuch bond shall be the proper officers to sign.'
such bond although at the date of such bond.such persons
may not have been such officers.
Both the principal of and -the Anterest.on the bonds
shall be payable in any coin or,,currencyiof,the United
States of America which on the, respective, dates of.�Ipayment.,
-
'thereof. is legal tdnder.,for , ilepayment,lof publicand
privatedebts. The pri of ande-i -e ,,.t � h interest onall
.,
..,coupon bonds, shall be .payable at any officethe. Trustee
,. ,
0t th
lder
under this Trust Indenturlel,,,or, , o n - 6 f the holder,
principal
at anv.Paving Agent. Th& 1 of all registered. bonds
I
'payable
shall :be at :z I the,corporate :,trust, ,office Qt; the
' bond
payment ',of -the, interest , on .� eachreg istered o d
,-�s,t� payment':date
shall, be made by the �Tr,us_tee on each interc
to, the person appearing .on the,registration b,o,o 1. s: of the the
City hereinafter provide&..,forthe registered
,as,
ra.L mailed
thereof, by check to such registered owner
or,,d ft.,mail
it apneas ea rs o , n such s'
a t. his address, a s registration boo 'IS.
Payment .ofthe princ-,�pal ol.,,all bonds be made _upon:h e
prese Intat ion and surrender of such bonds as s a r6e sha 1,
.-
become due and pa-yable Payment off theinterest:.on
coupon bonds shall .be.made, upon the presentation' and 'surren-
der of the coupona, if any, I re -)resenting such interest as
t same respectively y become due and payable.
Section 20-1. Only such of the bon6s as shall have
endorsed thereon r e o n a certificate o 'authenticat s ub-
slta,nzialljin the_orm hereinabove set forth, duly e.'iecuted
by the Trustee, s!-;all be 0 n i t 1 -.1, d 'to anv, benefit or, se,curi t V
under -:his 'Irru s. I n c::-n t u re . N'o iD o ri d a n "A no colu,_)On anon
tainin-:; to any couoon bond shall. be valitl or obliqator'v iOL
any puroose Unless and until such certif:icate of aut.henzica-4.
tion Shall i-,ave be-z!n duly executed by 111rustee, and such
certificate ot" the Trustee upon any such bond shall be
conclusive evidence that such bond has been duly authentic6ted,
and dr-livert--d under this Trust Indenture- The Irru.stee's
I.—'iCatO OIE aUt-hel)tiC�It-i0l) 0!1 EAMI b0ll-� shall 1 e in -d C Cr a LI d C C to
have been du'" executed if signed bV E;!l LILIHICI:ized officer
of the 'Pructe.--', but it shall 1-10 t- he IL-h(__I Sa1111a
otricer the CC--rtif iC�_-t(:' 0 aLltIl(_MZi-Ca--ki0:l on all of the
bonds that inay be= issued, hereunder at any one time. Before
authenticating, or delivering any coupon bonds the Trustee
32.
shall detach and cancel all matured coupons, If any; aPPer-
The transfer of any registel bond without coupons may
be reCiste?:ed uc�On the, books :��pt =Or the recistration and
registration of transfer of bonds upon surrender thereof to
the Bond Registrar together with an assignment duly executed`
by the te:;is e e: owner or iris attorn�s oL 1_aal represAnta-
tive in such form as shall be sa:.isfactory to the Bond
Registrar.. Upon any such registration -of transfer, the City:
shall execute and the Trustee shall authenticate and deliver'
in exchange for such bond a new registered bond.or.bonds,.
registered in the name of the transferee, of any denomina—
t'ion or denominations authorized by -this Trust Indenture'or,
at the option: of the transferee, coupon bonds with I coupons
attached representing all unpaid interest due"or to become
due thereon, - in an aggregate pr inc:ipal amount equal ;to the
principal amount of such registered bond, of the same
maturity and bearing interest at the same rate.
In all cases in which bonds shall.be exchanged 'or
registered bonds' shall`be transferred hereunder by registra
1. tion as aforesaid;; the City shall execute. and the Trustee
shall 'authenticate ana delver'at the earliest practicable
time..'bonds in:`accordance with the provisions of>this Trust
Indent,ure. All bonds and coupons surrendered'in any such
exchange or trans er,shall f6rthwith be cancelled by the'.
Trustee unless in"the `case°of coupon bonds the City shall
direct the Trustee imwritng to hold such bonds and coupons'
in sa`fei:eeoing for del`ivery in' exchance for registered bonds
in accordance with the'provisicns of Section .05 and this
Section. The City or 'the Trustee may make a charge for every
such exchange or. transfer of bonds su=ficient to 'reim'I-urse
it for ariv tar: or other governillental charge required to be
raid with res Dect to such e,:chanae or transfer, but no other
charge shall be made to any bondholder for the privilege of
exchanging OL transferring. bonds under mile pr0Vlsiolls of
this Trust Indenture. Except as otherwise providied - in t►le
preceding s e nteilce, the Cost Of _r-_Da'L 2. 1C ea,C::l 110W COU:?01-1
bond or rL-gi stered bond upon each exc;: or transfor� and
any other exp,.�ilse: of the Cit', or the incurred in
connection therewith shall be paid by the City. Neither the
City ,nor the Trustee shall be reauireC to make any Such ex-
change Or register the transfer OL bonds during the fifteen
(15) days 1mme-diately p*rccedinq an ill=erest pavl,,ient date oil
the b-OilC1S OL, in t.ne CciSC Of ally rQC:lOil Of
ponds, i;ilmeclliately preceding the date Of the -1rst publ`ica-
tlon Of nOt1Ce Of Such Or Sl:Z:h bonds 0r an%
portion thereat have been sele'ct,_C1 for I"e7 L:=t10n.
34.
be stated to i�at.ure, subject to che- right or:"prior redemp-
tion, on Januar,' 1 in the=ullct>ing years -nd amounts':
Year of Princi:�;l
Year of pri nc:p«1 .
MaturittiAmount.':rlaturity
Ar,�aant
19 $
19 $
1' 9
19
19
19
1°9
19
19
19 ,
19
19
K.
Bondsin the aggrega"te'
pr.incipal • amount',of
Million Dollars ($,
)'shall,!be term ponds and
shall be stated to mature, subject to the right of prior '•
redemption',-on<January 1, 20
The ter, bonds shall be
subject -to mandatory redemption
(and "retirement) from money
in the Sinking Fund in satisfac-
t'ion of the Amortization'ue`auirements
there follows:
Principal
principal
Year eUmount
Year :;::cant
19
19
19
19`
19
19
19
19
19
19
Each. of said bonds shall be executed substantially in
the for,n and manner_hereinabove set forth, shall h va
printed thereon a stute.mcnt
of valiclation in the for- here-
inainove set forth, and sha11 he deposited with the Trustee
fot: au, thentication , :gut t)rlOr to. 01: S?:�ILIItanC:oUS1.V with the
aLI_henzicutlon dllCj C�G1:1\ r
of Sc:l,ti� bonds l?' ilv
there shall tie filed l t1-1 Che Trustee the _ :011o'ti l
36'.
777
,•••sJ .'�i �'.E �.ef.].e �i+i4t V,L °.sn:�, G.xt ua.r'Y YJ�:x4tyl-�Cilak��..!_v'.&b��1�=J-•�i,1tJ.1 '.. .
(a)
a copy, certified" by the City Cl'ert: or.a Deputy
Citv Clerk of the Cityi 'of` the" Bona Ordinance of
the `Commission described ' in the Prea- ble to this`
Tr.usa Indenture;
(b)
a copy, certified by the City Cler'r, or,,a Deputy
City "Clerk of the. City, "of the; resolution of the
Commission designating the:Paying Agents .and the
Depositary and appointing:the Trustee;
(c)
a copy, certified by the City Clerk or a `Deputy
City Clerk of, the' City, of the :resolution .cf the
Commission awarding said,, orid`s, specifying ,;the..in—
tere`st rate of each of said bonds,=i�:ing the ;times
and prices at'Which said bonds are .to be redeemable,
E ..
and :directing' the au then ti'cation` and delivery of
said bonds to or upon the 'order of ,- --purchasers
therein named' upon payment of .the purchase 'price
therein set forth`;
(d) ,
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 Agreement; the-,;IITC Agreement and the.,
University Agreement,`respectiely, and any
amendment thereto;
(e)
a signed certificate of title of a r.aonallv
recogi)ized title guarantee company o the effect
that it shall issue its standard nor:, of 'polio- o
title insurance to the ,,rustee, or - signed
counterpart of such policy of title Ansurance,;
.Lnsuring the fee simple title :of the ity to t}ie
sites on which tine Convention "Cent..-Garace is':to
-Je constructed in: the anoun.t of
Dollars (S in fora „r.': `, , s' ance
Sa t i s -_F a c tory to. the City;
(f)
a fully n,:ecuted counterpart of th`n Trust : Inden
tug-,;
(y)
a `ully .:ecuted coup:tcrpart or cO`.. _, :`ied" cot�v of
the Hotel Agreement;
el
3 7;'.
... a.-•:J. c. �Yr:: �';,w h. l...�....i �'� �.t�:v:.Y�i.E .r�:i�ti_,. �, =ti$. :.,is,ci. ".,L ,,:_ ._�4.:,?a , i ::..,.L _. _ .,__.��,... _.. _
(h)
a full,e executed counter art or certified copy of
the WTC agreement';
(i)
a fuly executed counterpart or certifed coo
the University Agreement;,
fully executed counterparts or certified copies,of"
the Urban Development.Action Grant" from the United
States Department of Housing and Urban Development
"
-to the City n.the amount of $4,994',000 and of : he .
Economic.'Development.Administration Grant from the
{
United States Department of"Commmerce to the City"..
�.
in thei amount of $4,373,000;
r. (k)
fully executed counterparts or certified copies..of
'the management contract with respect to the Hotel,
between Hotel.Developer and the Hyatt Hotel.
Corporation and of the operating agreement with.
J
respect to the Parking Garage'' between the Depart-
ment of Off-Street"Parking of the City and
(1)
a signed opinion of counsel to the: City..stat1ng
that all financing statements (including any
financing statement required to be filed under the
provisions of the Uniform Commercial Code of the
State) have been duly recorded and filed in" such
manner and in such place'as is required bv.1aw'to
��staiDlish, preserve an protect, su:,ject to
limitations under currant lay:, the 'security
interest granted by the Trust Indenture in the
Revenues of the Convention Center - Garage, in
Available Telephone and 'nelearaph Tax Revenues''
and oi; all collateral specificalI or genera.11 -
de. c:: it.her-tin a sUIDiC,ct tc e lien t'he1:e0
lu ding all money- an,securiti=s hel:i or to be
held in all of the funds anci accounts established
under the 'Trust IndI_nture anr: the Cit\''s rights,
interest, power, privilec�cs and benefits accruing
or vested under the, Hotel Agreement, the WTC
Agreement and the University creement; except
that it Will: be necesSar,,1 to file continuation'
stati�rlents at the end of each ;:ive (5.) year period
as r�_yuirt�? by said (Jt�i.form, Comm �i:cia Cbae;.
38.
x-i,a r
fe{e �!
t. -_•� F+^sr trri4�"fi._h9SSI �:i,k,,.,:�.Y,dwi[w�..G,�&u':.,Ln�_ar.?3�-'w�a�s'�y:...t-_1=w:it,Lr%ti-'-'- _ '�'
a survey plat ol: the site on -whicn zhc- Conven -ton
zed and
enter-Garae is r oc be construc, a certifi-
Cg
cate signed by a surveyor or engineer, qualified
-ate, stating that the Con -
and licensed in the St
-e, - Center-Ga.rage? tion C 'ce-t z7,-.)r certain encroach-
properties shown by such
ments upon adjacent prope, survey
plat, will be wholly located in and upon the, site.
described in the certificate of title or title
policy mentioned in item.- (e) above;
(n)
a statement, signed Y: .- b the.Architect'wit h. resnect
to the Cqpvention Center and . approved by" e Ci v
act! t
Manager,'stating estimate the
.
cost of �the :Conventhe date Convention Center and,
�
Convention Cen er.: will , bO_ready-�f or use and
occupancy;
0)
,statement,s lan6d_.:by,, the Architect with h respect
a-:.
k- and approved by 't e, City;el
to the,��Par Parking' g,,,� arage
,
-,
Managerstat, said A -rchitect's estivate of the
:
dar'' k'-
ki age and the ate, the- Par
cost of the Parking
0.
arage will..be .r a
It G b dy for use and occupancy,;, ng -�
p
:signed opinion counsel for the City tothe
a .
:-
effect that .the signer has determined that the 'Spe
- of L
cial warranty, deeds or other . insIt.ruments convey-
ance to the City of title to thesites on which': the:
C I:1
Convention I enter -Garage i s located and this Trust.
:Indenture have been duly executed and deliveredi
to -zhei'r t e r in, s,; and
v J are; valid and binding according n
that said deed, has been duly recorded,` stating the
book n L, -,.,I b e r and t h e pages therec-f, -n t In recording
'fice ofz Dade County, Florida, anci that t: said spe-
cial warranty deed vests in the C-ity -fee simple
title, free and clear of any ancal-I liens an,4 en -
c x. ibrances other than those in such coun-
sel Is opinion Pursuant to ite-i-il (;;, : tnis Scction;
.(q),
a, signed opinion inion oF counsel f or the City stating
aith respect! execution
to t h e ClC i ty, that e
a n d d e 1. iv e ry b%l the City of. thL Hotel Aareement
ber-ween the City and the Hotel the �,OITC
Agreeiic -nt betwc!en the City and Da,4 9ll Sav ns a,
hCity anel�.
the lJiiivclrsi-t\,,Ac.ii:e.i_iileiit between t,
t 11 r_- University, and Id, *ert'or-,1lanC-_ Z:l& LY of
n d e i: said i d a - r e o:*., en z gave i ts ob 1 i g a t J o n s L _j I Z,
39.
i;,LQgj!U Zid_
J4
'el r the Hotel DCVC-lOPel
(s) a signed ouinior, ot_: ccllnz 0-
4: - that
they act, with r:_Z
to e e7-_ specL. to such entity,
tnership, duly organized
(i) it is a limited par,
ate and in
under the la%.I,s of the St
and existing
'000 standing in the State, (ii)its making ai
1 Agreement has been duly
performance of the Hote
authorized by all necessary corporate action of.
the Board of Directors of;the General Partner of
the Hotel Developer,,(iii):,said agreement.has beenj
authorized and duly executed,by_the General: Part,-
-�. C
ner of the Hotel. Developer, onits behalfand,
assuming -proper authorization and :execution.
thereof by City cons
"binding.
- and.
t lid
constitutes a.va,
ent of �. 'the parties thereto. - in:� .:
ent
agreement accordahcb
terms, saidagreement
with its �t r no of
e
violates :any prOvisi0 n of theHotelDeveloper s,
'limited :partnership agreement or results in a,.
f
breach o. default,under, any, .
denture o
r 'instrument which �
agreement, in r other
it is apartyh it may be bound %�and, (v)
..� 0 r by which
the, making or performance of said.:, 66rpemen-.-b the,�
'General Partner OIL the Hotel, Developer onbehalf
of the Hotel Developer is not 'subject to any
authorization, consent, approval or, reviewof any
authority
governmental body or regulatory .,not
qui
theretofore obtained or ef.fected r, if required;
a signed opinion of counsel,of ba.de,Savings
to the ef-fect, with respect to, such entity,,
vil-ir-'s is a state chartered savings
that i) Dade Savings I existing
and loan association, duly organizec and
under the laws Of ti- State and in good standing
in the State, (ii) the making and 0 r;i1 a, Il c e 0
�the 1-77C A(�-.eement by Dade Savings has been d,ul%
:au,!_-hori"r_I by all necessary corporate acti011 of
'j)
Of Directo.:s Of Dade Savinos, (iL sold
1:)een authorized and djl.',.! -0XeCLlt,
try Dj2.Cr� z:a,jj.jq!3 and, assuming PI:O;D�I: authorizationn
and Y e Ca. Q 1-1 j,orec-f by the Cizy, Constitutes a
valid and binding a(�,. I-,,- of the parties thereto
J th 1 of
in accordance %-.1 L its t e 1: "I'S i%') no PrOvis Ol
said aqrQC-,MeljL violates ally provision? of Dade
savillus,.S charter, or results in Et breach Of, or
constitutes a default UlldQ'l:, any agreei'w'--ilt,
indenture or at'her ilIstrLIMQl)t- to wi-,ich DL-ICI'C'
an
Savings is a. party or by which i, liich be )ound d nce by Dade Savings; of:
(v) the making and perf orila
41.
777,�; 77ET".77'.
4' 2:`.
I
.(aa) a copyt certified by the City ClCleroz Deputy .City
.,Clerk of the. special w,arranzy, deeds, dated
conve% Lng thesites on which the-----,-":,
ct=d t
Cenler be con:0
Convention z,,.- a 9 e
the City;
(bb) a copy, certified by the City Clerk or Depu y City
Clerk of the contracts ,for..'the construct -ion
,Center and the e:,
of the ConventionParking Garag
-
dated and respec
tively;
✓
(cc) statements signed by the, Architect with respect�',
Its, I 1, . I
I I �,, 1 .11,
till I - 'tec'twith
the Arch'_ to the.Conveii on Center',''
-iv
t.to the Parking. Garaget respec� y F
respect
c M rtifying:� 'that in. his :opinion the:terms, , on
.- I
tions:,covenants ,�running with the a nd, A dt�l o.t er
:,
requirements' ating to theduse of
.:-re
:whicih.the :Conven-tion center, or; the., Parking,:Garage,
Ie constructed,' -
as the case, mav:6e,, will. b'if any,
I.
plied w 1 IE h the :in t e esign const'rucar
have. -been complied d
tion and: o eratIon of` he :Convention Center .,or ,the
Parcaseng Garage, as the case mayb. e, as proposed,
and -that the: olans, :,drawings, specifications,
conditions, contractsand' other contract documents
-
for the construction -i. o'.. the. ronventioCenter or
the Parking Garage,,as the case may be,and t'he -
Hotel Agreement, the WTC Agreement ano :he�Un�iver-
sitV Agreement do not conta-Jr, any pro% -IS -ions, in
conflict with, an include =L,.,-Ii grovicna, if:
a
any, as are reauired under, sucin con--raits; and'
ements, and a Signed nd op'nioOf t*--.= CirV
counsel o--:: the City
Attornev or ot h er c o u L
-ct t;78t all -ovals anc ccnsent_=,*rE!S*-_,eC%.inqI
C 0 M, a11 C c-TD j C a D 1 -S, M. S; , C 0' t' I I on S ,
covenants anc. r ez� u i r ca m e n t s , b c e r _5 ly cl,:D t -itir _d
'Such additional lr_oal opiniDns, certi-_:_Jcates, pro-:
ceedings, instrurients and o:her documean.s as the
Truszee, Bond Counsel or the principa' undc-r-e.riters,
reaszonaol,'*' r�-_,-Cluest to evir--lence CL.. -D-liance by
Hc),ce' rc.,veloper, Dade,
and the Un i vers 1 t% with a 1.� 1. e r re, en t s
arld p r C) aC e (D 11-1cl-i:n )v f*.11
the C] U.2 : : 5:
City, I e o t 1) v e _1 o ID e r, e S a V i 11C.- S anc:
Dollars . ($
) (including' accrued::-
' on`'said
bonds) to .pay the interest
�•;h ch will 'become due and pa'vable on `said';
bonds through 19_;
(2) the Trustee
shall deposit to t:;e creait o
the. special
accoun` hereuI et" c1 aged in
the Si n;:ing
Fund and designated "hescr,e ,
t:ccoun' tI1e sL,in o� Dollar's
?'n,z
'"usten
shaJ , _;�;}ly to the pu rae or
Lit _tnur; f_or
the nunici,-a1 bond issuance
uolicv insuring
thy` bonds issued; under this
Sectrion ?Utz`
the sac, of Dollars'
—
($ >;
and
(» )' th�3. T:-Ustec
shall transi:el the balance Oi
"ih: ,�L"OC 'l C3S
Oi: saij bonds for det:7Slt t0
%hL C t:C"dit
Off: the .C113t::uCti011 aCc0unt
t0 i�E-'y the
COS ts of th(� construC'ti:.'n and
cola 1etion
of the Convention Center -Garage.
45.
Section 209. If and to the extent necessary (as shown ,
,
by the documents mentionedcauses (a) and (c) ofthis
Section) 1
Section) to provide additional funds for completing the,
a age aCIC11-
z.je cost Oz onvc-1-1�--n Center-G
p,ay,mer,t of
■
tional term bonds of the Cityt of the same designation
and maturity date as the term bonds issued under the pro-
visions of Section 208.of this Trust Indenture, may. be,,
�',
issued under and securedby this TrustL. Indenture, in an�,
amount sufficient in the determination of the Architect with
respect to the Convention Center and the Architect with
respect to I- the Parking Garage for completing the payment of
the :cost of. the Convention Center -Garage. If such addition-
al term bonds are not insurable under the municipal bon : d
p.rovi
insurance policy insuring ,the bonds issued under the
sions of Sec'tioll208 of this Trust Indenture, the addition,zali.
term; bonds shall be issued" as a separate series.
Before a I ny such additional bonds shall be issued under
this Zection, the City shall obtaina re, uort signed b the
Architect with I respe I ct- to the Convention Center and Architectthe
�
11 with respect to the Parking Garage determiningthe_..'
amount required to complete the payment of the cost of the'
'Convention Center -Garage., The commission of the City may
then adoot a resolution authorizing the issuance of such
. ,,
additional term bonds, fixing 'the amount andthed6taiIs
thereof and determining that the issuance of such additional,
term bonds is necessary to complete the payment Of the,. cost,:
of the Convention, Center -Garage. Such additional term, bond,s
shall be dated the 1st ula%,- of and, month, shall bear intereslk.__
at a rate not exceeding the maximum rate then permitted b
law, and may be ---a6e re.dee;-,,able at such t1,nes 1)c PrIc0s
(subject to Ujj.�rOViSl'7n or Article III O,L- t,is Trust.
Indenture), all as ra-y be provided in thc, r0sclution author-
izing the iSsUaj-,CC- Of SUCK bonds. J
In bond _, s -ncleth
is
his
�j z,;,,l c o o- &
Section 209, the resoluti011 Or Ot' 1-1: I-)r ov i r1i n
for the issuance or sucon si-i-nij. reqUirO t1l,-Z 1)1:0CUeds.
of such bonds shall be deposite-9 to the credit of tile
Peserve Account- in an amount ecIL10.1, with the j,:T',OLint then
held f:01: the Credit Of t hr, r, -lie 1"laxi4111LIT"11' o
Account, to t
Principal and inte-rest RequireMents for all%, fiscal, Year
,
thereatter, incluoinrl both t h e bands thenOut-stLilldillq
and thc- '.bonds Lut'hori:.,c-
tiji.-:, Section 209,�-Lh, bC1n9:,:
delivered.
",,.�^'?.Titr'vf`"�'"^,.�r."'"�'�,T.�i���,?:"•Y<"ic"•T4."�^z... "."7 ,� "i ts:A srs,. , �,. ..-..-c•�;_ .. it: - .:,,�r. _ _r: _ _— +egsue7w�. sganr�crt�+�x.�ensaezv._ _ �--_— __-__
.i
Oria-e, ( i ) g1VlI1q .his estimate of the 'late on which
the, construction o.f the _onvent.icn Center or the
Parking Garage, as the case -may be, will be completed,
`(ii) giving his estimates of the cost of the Convention
Ya.
Center :or the -I-inc* Garage, as the case maybe, and
t11e total amount required for completing the payment of
the cost of the Convention Center or the Parking
Garage, as the case may be, and (iii) stating that the
proceeds of such additional term bonds will be required`
and will be sufficient, with other funds, if any, made
available therefor, for paying such cost, including
depositing to.,the credit of any Fund or Account estab-
lished"under Sectls ion 504'of this Trust'Indenture such
a.mounts;;respectivey, ashall% re
be required, by reason
of the issuance o'f the bonds .then 'requested to °be
authenticated and delivered, under this Trust Indenture'
and. the r.eso l6ti6nl Of, the Commission of the City
mentioned in..`clause (a) of this Section; and
(d) a signed opinion of the .City. Attorney to
,the effect that (i), the issuance of said additional
term bonds has been duly and validly ;.authorized.and,ahl'
conditions precedent :to the delivery of such, bonds have
been ed, (+ii) said additional term bonds are -
fulfill .
Valid and binding obligations of the City in accordance:
with their terms .(ii,i) the interest payable on said,
bonds is exemot'from Federal income tali under Federal
_law and regulations and rulings thereunder then'in
force,;(iv) any financing and continuation statements
requ2red to 'ber filed under t1;e provisions Of the
j]nlfoi:;I COi:II!iercial Code Of this State have been duly
fll'3C1 itl SllC11 fla;lneL" ana in sL:ch place as is required
b,J °laVJ t0 QreSer e and prot•�Ct the li-211 thereof O1l all
collate:. -al specifically or generally- described. herein
as su1D4r t_ t0 SL:C!1 11-11, (V) nO ta"...es are:' I-)aV'Ible 'wild
nO it-.1 Orders Or er:: 1tS !ict heretofore
re
a1:(11 i'C-CSa 1;': CO;i:i'ect on \,,ith the C' .ecution,
and lssl nce 0.- Said bands, and (V1) 3Xcept as tO ally
d-if1GrC!?C1=S 1 1 :!':e dcl` i=, i l?�� cZt': OL' 1I:tnL't�St, the
t7rOviSions for rC_:dC llptjail Or thC' provision for III LI111C1-.'
pal bcnd insurance:_,, said additional term bonds are on -a
parity S"ith and ace tO thie Same benefit and
SGCUrlt'; O th1S '?'I.L1St In e;?tLIL"'_' aS all Other bonds now
or hereafter is3ued under this Trust :Inc?ontur.e.
en al;l of suc11 documents, a regLIired wider the abo��e
items (a) to (d),' iriclusive, shall have been filed with: the:
48
- �.Y:N'3w�YW ... �... L 1
[,,±� . ,:alas ^+�_� ;�r,Y *+�'"'+%-i �•
�� Fes.: 'r _ _
maV. provide, substantially C't the tenor Of the bonds Set
forth ill t',lis Trust .Irdentul and ,,7i" such aonrooriate
omissions, insertions and variations as may required.
Until file deflnl:i�'_ bonds are read,% for ueliver'd, any
temporary bond may, if so provided by the Commission by re
-
solution,'be exchanged at the corporate trust office of the
Trustee, without charges to the holder thereof, for an equal
aggregate principal amount of temporary coupon bonds or of
temporary; registered bonds without coupons? or both,'of like
tenor, ,of the same ma"turity and bearing interest at the same`
rate.
If temporary bonds shall be issued,` the Director of
Finance shall .cause the definitive bonds to be., prepared -and,.
to be execued, endorsed .and delivered to the Trustee, a
tnd
the Trustee, upon;presentation;:to it. at All
its corporate trust
office of any,- temporary bond',accompanied by all unpaid
coupons, if any, shall cancel the same or cause the; ame to
be cancelled 'and authentidate'and deliver in exchange there
for at the 'place designated by'the, =holder,,"without charge to
the holder thereof, a definitive. bond or'bonds of an equah
aggregate principal amount`of the same maturity and bearing
interest at the same rate,as the'temporary bond surrendered.
Upon any such exchange all coupons" appertainiiig to defini-
tive coupon bonds and represen ing. interest'.theretofore paia'
shall be detached and cancelled by the 'Trustee. Until so
exchanged the temporary bonds shall in all respects be en-"
titled to the same benefit and security of 'this Trust Inden
tune "as tlle ,. of in—i tive bonds, to be issued and authenticated
hereunder." Interest on temporary coupon bonds, v.,hen due
and payable, if, t11e dG1:lll_t Oadti shall nOt be L"eady"
for exchange, shall be paid on p esentation o:: such tempo].-
ary Coupon bond4S and notation of such ]�a`.'TilGtlt Shall be
endorsed thereon, or such l ?C i E_'St shall ti�'3 ;bald uI till
surrende_: o: t!i= c D1 'Oj L"lute CUL:�JiIS it C^11:�O::S
SUCIi lilt �L"' St shall , �C 'ctti ciCi-ier1 to such t`.g1..�;��a. v bon:is_
Section 21.1. in c se any bond secured hereby shall be=
come mutilated or be destroved, stolen or lost, the Director
of Finance liluv C3-l7Se to be'c:•:C:CuLed, and the I)il:ector of
Fill aIlCe Iilc V eras to 1�G "authenticated anci delivaeL"2CI by the
`i'r ustec—.,, c n,.:"a! bon ] of 11}:e dZ to and tenor ill e::change and
substitution .or and UUoll the Cancellation of such l�lutilat q
C1C'1li 1 i S lnt L"f:.S` C:OUi7Onc3 7. is any, Or ill 11(U Ot' and irl
sLID Stlt'u on for such bond, and its cou,)onS, i� all,i, des
stolen or lost, upon. the holder's paying the reasonable
50
?=.o�tcM an�nea.
___ bA.i :w+u
•r
�nTI' .0 1�1
Redemption o> Bonds.
Section 301. The bonds issued under, the provisions of
Section 2'08 of this Trust 'Indenture at the ,tlme'.outstanding.
which are stated to" mature on 'or after January 1, 19 ,
may be redeemed. prior to their maturity either 'in whole; on
any, date not earlier than January 1, 1990, at the option of
the City,' from any moneys that' may',be made available
for suchpurpose, pr in part, 'on any interest payment date
not earlier than January, 1, 1990, from money in the Sinking
Fund,, at the ,principal amount of the bonds to be. redeemed,
whether such redemption shall be in whore or, in',par4C.
together with the interest accrued thereon to I the .d'ate
fixed for redemption, plus a premium of 103%,of' such"prin-
cipal amount if redeemed on ,or prior to December 31 1990,
102-1/2% 'if redeemed thereafter and on 'or prior to December
31, 1991, 102 o if redeemed thereafter and on or:; prior to ,
December 31, 1992,>101-1/2% if redeemed thereafter and.on or
prior to December 31, 1993, 101% if redeemed thlerea`'=ter-`and
on or prior to December 31, 19.94,.100-1/2oif redeemed
-thereafter and on or prior to December `31, ;1995 and 100
redeemed thereafter.
If less than all of the bonds of any,' one maturity shall;
be called `or redemption, the particular +bonds, or portions
Of registered. bonds Of such maturity to be redeemed, sha11 be.
selected by lot by the Trustee in SUCK manner as th'. Trustee
in its _discretion+ may determine, and __ less than a' 1 O E the
bonds statedi zo [~t=. -c` ..1 =r��'i ur 1 1 1
_a� or: _ n �. �� � _� _ shall i��. ca_ er'.
for retie„mptior., the particular .,_„CS 1-11_: UCL'tions Oi regis-
tered bonds to b" rE'ae�;:1 s h a 1' 7e called in t7:2 inverse
Ordhr Of thr m _uriti'=SC'."_Ciz, !iow-Cv., that th�:- o
-ion of an,,, ?-- �_=I:_ri ;.;.:� .o Shall i,c is the
pr inci pal aii1CU:. z of S:5, 000 Or multi ---A.? thel.eo-f =.nd
that', in sFl-e =ing bo;1C3s _cr r 'i;=:;1;)t10n, the TrusteE shall
treat each r'�cl�c� za iJ c �1 �s t , -,Dr i as r"t er. irrq that nui; Joel. L
coupon bonds vv,,hich is obt.ai ned b_, dividing the princi _'al'
amOUIIt Of SUCK 1''d7iSteJ:(d bC!lds by $5,000. -
The bonds J szu,:,Gl uncle r tlIc, -1-. `.ion 209 OiCtiCtIIi5'TrUst 1ndin`ure inn-,)j"CtoreCjLJ:'I,
either in v:'nole or in :l: is and c.t ;uCC-. _-iC.•:IS as
liiay Ue JAL"O:'11(u L 1;( SU�.Utl:iil of the 'Colnmis: lion author-
izing the issuance or the award Of Such bonds; provided,
hov.everr, that any redemption in part may be. madr� only On an
interest payriient+aate and from money in the Sinking, Fund.
52
Section 30211. 0 s jjn :Ih4rti ('10) Ja-vs bei-ol:e
the redemotion date c": tale bones c.o be redeemed, the Trustee
shall cause a notice of any suc I n redemption, either in whole
l
or in I part, signed in the name of the City by the Trustee#
(a) to be pulbl i shc-6 cnce in a da ly Ilelvlsl:-)e r c general
circulation published in tile Ciz%, off Mliamni, Florida and -in.,
a finaticial.journal or a daily nev.,spaper of general circu-
lation distributed . in the Borough of Manhattan, City and
State of New Yo I rk,'(b) to be filed with the Paying Agents,
and (c) to be tailed, first-class postage prepaid, to .all`
bondholders of I d recor,,: owning or holding bonds to be re-
deemed in whole I or 1ti
1 part,
)art, I at their addresses as theyap-,
pear on the, regist�--ati-on' books:hereinabove provided for,
but failure so, 'to - f 11 ., le . or mail.. any, such notice shall, not",'' ,
-
affect,the validity:0f. the,proce6_dings "o such, redemption
Each such, notice,,shall set_forth�-the'.date fixed for redemp',..'..
tion, theredemption prlce%'.to_be' paid and, if:. less than :all
of the bonds,.1of any .one:maturity then outstanding .,Isha'll_be:
called for'redemptiioni e distinct-ive.nbmbers andletterst
if any, O'f such.bondsto: be .edeemed and, in the, caseof
reaistered bonds to be redeemed in part only, the portion of
the principal amount thereof to be red*eemed,. In case any
registered bond.is to be redeemedin part, only,, the notice
_
of reder-intion which relates to such bond .slialI state also
that on or after the redemption date, uiDon . surrender of such
bond, . a new registered bond in LrinciTDal: amount equal to the.,
unredeemed portion of such bond will be issued.
Section 303. On the date so designate-_3 for redem ' Ip
ticn, notice ha-ving been oublils:eJ- the manner and', under
the conconditionsconditionsher: li lla*Dov;_� PrOV10%C: and moiler Daymen-111
o f tile red e inn -!-- io n Pi- _`ce 11-,_ i 4,ic In I.. in Is by
�i C c .7)
tile Trustee or b,.,, ti-._:-Pay,inc the holders
of the lbonds or po!:_Lc:hs to be all as
provided in tjjS bcn-s; o,: "D c,: I on s 3
rea i s t e r e- d " Do:,, 1. S 0 c E_ D t I D I
be due anc; E! ;4:.) -;f a = t Z: t 0: C e I: o i Q
r.7j d e!n o-! S-,JC!�C 1: IC : J� S 0b on :,,Ic! Ca
te,
.interest oil thL or pCL z I C,:-.0 a 1:)O.ndS3 Callec"', L7or
r e d e:rmp t i o ii slhall ceaSi2; to ZiCC!:U_', tl:,-:' C01I17D:1S -'701:
LI !D F(- Subse-
oil any couno; 10 n
lent 1,:o t�ir. rpd.7j;-
111) 1,: � r 0 (1 such lboli6s or
CA 1, -&I-C S`j :D;--
0-1 b o; I C1 s s 1.1 a CCL7i31_, tc. to an" bene f it
or secur-ity under I I S Inden:--ure, and 1101--i-ers or
C11uc 0; _I :: C);7 1)O.1
jq
(lave' no r h r e c C Q t t c, r k2 I e
Ofc; the redei-nption price thereof- and, to the cxtent provided,
53.
in SQction 305 of this Art_-_,cle, C:.) receive bonds for any
unredeemed. portions o1L r s t e d bo, ids.
Section 304. All unnaid coupons Which appertain to
counoll bonds so called fc)r -and v.,hich shall have
become due and payable on or prior to the date of redemp-
tion designated in such notice shall continue to be payable
to the bearers severally and respectively upon the presen-',
tation and surrender of such coupons.
,Section 305. In case part but' not all of, an outstand-
ing registered bond shall'',be selected -for I red I emption, the.,�
registered owner, the-reof orhisattorneyor legal'represe . n-
0
tative. shall present and'surrend,et such bond L.,the
t h e'� T r'u s Lee
for -,paymeh t,,ot.-,the principal amount thereof so called-f or
redemption, and .�, the City shall execute and the Trustee shall
authenticate, and ,dPliver:-to. or up I on the order of such regis-
tered owner ' or his _� attorney- or his lecal representative,
0 'h for , or n portion f the,
with ut.c charge 'f" the u -redeemed portio ':�:o
principal -,amo.Un, `.amount ,of the' registered te red bond so surr*endei7ed.,,a.-":,.,,
registered_b6n'd, of t h 6, same maturity and bearinginterest ': at�,
the same rate.
e,.
Section 306._ C6unon bonds so called for redemption 'and
-) ertainina ,
all unmatbred coupons,.: appertaining L thereto, an dreg ;registered
te r e d
bonds.. r n _sP,,pr,ese ted :a d surrendered, shall be cancelled upon
the surrend,er-., t h er e o
Section 307. Blondsand portions of bonds which have
13 ee n duly' culled for redemption Li n d. e r the 10rovIsions c
this Article, Or With r e s e c t to h i c 1: i r r ev o c a 'a 1 e i il s "C 1: 1.1 C
tions to call for a", re,�Om-_,tion
have been qi-ven to t1,e in sati5.1acto,,:V. L A.0 i�
and for thc_, iDavimc,.ritC. of: th•_ L-ec", --m-P oil "Drice Or and
the interesz to accrue' tit_'recn, �-c) ::at, `i:-:,,�a for
L ec
tl' oil s, L, n Or
amounts, D E-Z 11, 1 :, t C, ',:e E, t 11-4 M11-1 *L_ L! 1: :-1 (3 W I h
out option of: suf_i-, (iatc:.s tth,at th r�r0ceec-.S
thereof: and the SLIC1•1. 111011'�V
(7k)vQrr1lr.e:lt Obligations, _-.s 21_01VII;.ICA;i in action 1201 of
r-his Trust: shall 1)(2 he,-lj b,,,- thL� TrLlStee), shall
Q hC-ld ill
Pa N. I ng
[:n^n LS In tl:L'St
5011d'S 01: '.)O 1: t i 0", S
t I - r e o f t (D b C-.- re I C, em, ed , u 11 �:4. 2- r C) Indel I-
ture,s11�:11 the real t_' OU t 110 U11'.101:
t-hc- Provisic""Is of this TruSt and sha11 t:0
be entitled to ally SC-CL3l:iL%1 Or under this Trust
Indenture other than the right to rc-cci,,e lDjyljC-l)t froll,
such monev.
ART i u u l ,
Construction Account
Section 401. A special account is hereav established
by the'' Cite, to be held by a Depositary,` and oes'gnated
"City of Miami .,Convention Center and Parking Garage Revenue
Bonds Construction Account" (herein called the
"Cons truction.Account");.to the,`credit of which such:depos-
its shall be made as are required by the provisions of
Sections `208 and 209 of this Trust indenture. All money
received by the City* for the Convention Center -Garage under`
an Urban Development Action Grant from the United.States.
Department of Housing and UrbanDevelopment in the amount of
$,994;,000 (the "Urban`Development Action Grant"),shall,
pursuant to the terms -of such grant, be held in a separate
account apart from all other money of tte City. A specia`1
account is hereby established by the City, to beheld.by a
Depositary, and designated "City of i'liami ConventionCenter
and Parking Garage UDAG Construction Account" (herein
Called the "UDAG Account") to the credit of 'which money
received by the City under said Urban Development Action
Grant shall be deposited. Except as otherwise provided -in
the preceding sentence, any money received from any other.
source or _otherwise held by the Citv to pay the cost of the
Conve-ntion Center -Garage shall be deposited to the credit of
the Construction Account.
`ih'te money In `_Il-a Construction Account anc the UDAG
Account shall+ be held- in trust `and, su'l:ject tc tIll IIL- pr'ovisioils
OSinCrtr habe '
Of S_CtOn il°f t -i p11CL'1 tO
the pu''a:;lt Of the COSI Of t!1c-: CoI,,,,c-11tion C en ter -Garage and,
De be SL1
.^,7i'lC SUCH �ii1C' �:& 1J11, S;;cll I��PCt �O �. ilSil and
C!la1'g intJi O t:lC' ii0' 3nL" _ O_`" tile t:Oil
�:S 1 = ; :j ?i1C
ou _ �, _._...; _� �...�_ " ....__ �,,-us:. I....�., _•.;r.. and �:��. t. .. �L._
St_Clrit Of: SL:C:. }i0'_.:C':.-S U:1t11 r`.i;l OLI OL" t-.. �c�t"1-C-. -:�
ll t ." C' 1 1'. ;71:0 : 1 a C.,
4172L�ctV1iI(?ilt Of t}iG' COSt Qi' t;l�' c�'n\'f�ntlOn
C;(i'ntti•L-GLrage t C • CL_:t� as Othel:W1 - i-roviiat?:? in SCCtion 208
Of this TTL"U:S`: S}'!n.}.1 be -made it";:i;i, the Coils tl:Llcti0il
iCCOLInt and t}•!r_' . UD:�,h ttccou?lt. All pL- 11,' IitS i.L"C?1' t}7U' CiJil:itL"UC-
tiOil l:CCOUnt S}1c111 DE SLII)j Ct t.) the pro"?i Oi;- and cestriC-
i .1 cr t. �. - �`t- n c
t Jll �� r11"�iC� �� and l � C�71''tlil tilCt
it will not 'Causu OL' perlilit to be paid .:I:C:;1 t; C01)5truCtiOi1
Account any sums except in accordance ith such p1:0visiorls
and resr"rictions.
55
,...�.. ..". ...... -.. ..-..- .��it• gt.«s,y Fa(i}.t*'x'yr'!y. gfi_,<.��f +. x.�+ �:ui n,. nTr_,*s.�LSA4"x}°�z'.4TR��. __. __ _. :� _ --
^�,"�'utDYy
All Oayments froth the UDAG Account shi i l be suti jec.t to
the provi3ions and rr?Stricti%•ils set Lorth 'tile AZticie and
in the Urban•Develo-:gent Action GrGnt, and 'the`City covenants
that it will not cause or permit to be paid from the UDAG
Account an\,, sums except in accordance with such provisions
and restrictions
Section 403. For the purpose'.of this Trust'.Indenture,
the cost of the Convention Center -Garage shall embrace the
cost of construction of the Convention Center -Garage and.all
other items of cost incident to such construction and
financing thereof, and; without intending thereby to limit,
or to restrict -an I y,proper definition of such cost under the .
provisions of this Trust Indenture, shall include the
following:
(a) obligations incurred .for labor, materials and
services and tocontractor , builders,;materialmen a:nd
others inconnection with the construction, of the
Convention Center=Garage, 'for ;machinery .and equipment,
for necessary'wate.r and sewer lines and.c6nnections
utilities and landscaping,' for the restoration or,
relocat-ion. of any property damaged or destroyed in
connection with such ,cons.truction, for tihe removal or
relocation ..of .,,any structures . and for the clearing of
lands;
(b) the cost of acquiring by purchase,- if such
purchase shall be deemed' expedient, such lands, prop
erty, rights, rights o` way, easements, tranclhises and
O-her interests as may be deemed neC?Ssa.r': Or conveni-
ent by t e C i t. r, t1]G i:-Xchitect wit11 CO the
Convention Centel.' ar.O. zile Arc:.-_ec�cit.l _e oect to the
Parking Garage ff-,r the Convention Cente:-3arage, Op-
tiOns an7 part ia! pa"m, nt.s Oil, �i':e l..^St O_
del;1011S:hinq Ur rC.IlO�: i:i:7 a:l`.' b=�ll�lnc.s 0 S`�r.1CtUL"eS
Oil lana so includi;IC: the C, rin,]
anv lands tO
MOvc-.'d anU the ar-ROu:li: 01: at'V U i'i Si'S li1Cl eiht to 01:
COnsequr--nt upon the co:ls::ructior. Of tine L.entioil.
Center -Garage and the o,P-erat1Un, repair an 1--,,ai11-
tenance thereof;
(c) interest accruing u,�on_an,� boil?- `rior to lie
cam1rceihcr:.Irlent'of aild durinc; file ``canstrtlC.ti-:: Of tile
Corl. 'IhtO11 C4111' LAG[ Ll.♦tc- milliny l��i.. l OCf
r_ n `f f L - ;� b e.
a -gel the coi,I,�letio o its c ,t u , ":I, �J m
authorized by law if so provided, and subject to any
limitation, and the reasonable fees of the Trustee and
the Paying Agents for the payment of such interest;
56.
d) the reasonable fe_s and expenses Of the
Trustee, Paying Agents and Depositiar %ur their ser-
vices tUrior to and during C0nstruCtiOn, and premiums on
insurance, if any, in connection -.with the Convention
Center -Garage during -construction;
(e) the cost of borings and other preli-minary
investigations to,,determine foundation or other condi
tions, expenses necessary,or incident to determining
he.feasbility or practicability of constructing the
Convention.Center;Garage, ;and 'fees and,,expenses'of
engineers, architects -and consultants for making:
studes,`surveys and estimates'of costs andof revenues
and other esti'mates,'.and fa,nd
ees expenses of engineers,?
architects and consultants for preparing plans and
pecifications and supervising construction as well
as for the performance of'all'other duties of.engi
neers, architects and consultants'set forth herein"in
relation to the acquisition and construction of the'
Convention Center -Garage and the issuance of bonds
therefor;
(f) legal expenses and fees; financing charges,.
operating and debt service reserve's, expenses of
recordation of legal instruments,, :costs of audits and
of preparing and 'issuing ,the bonds, and all other 'it ems
Ot expense not elsewhere in this Section specified
incident to the construction and equipment:of the
Convention Center -Garage and the placing of the same in
operation, the financing thereof, the acquisition of
0=h: r Iand5, GropeL't,,, r i-Ilts, rights of , ease -
me nts, 14r"anc1)_J SGS and inte.:eStS in 0r re atl;:^ t0
lands, including abstracts of title, 0%1. 13 :Srcf title,;
title insul:anc,, , cost of Surve%s an" 0`11`_ C: '�enSeS 1:1
connection with such acquisition, an-_ e ;:per e-S Of
administratIon PI:0Pei:lV ChaI:0_eab`e `�0' �1?_ aC.•U151t10n
of ro:, 1 t'J :id` th'3 ConStruC =1011 ilC; e� u_ . .. .. - Of tile
COnVCn-Lon Centel:-Gciracie; all:
(�} aIl` iit:! �9a1:i0fi 01: !1:ie incu_i:,:Cc Or ',D6,101.
bV 't�1C C1tV, inc1Lidinq ttl�3 ma tor l:al.9, SllPiP LesOr
equ pin 'en fLI1.11ished by th'2 City in conileCtlOn With
the Construction O1: the 'Conv"...1-Rion LCiltl -Ga; c`lC3E? and
:paid for" bVI thy: CitV Out Of funds ozneL shall I.iollev
the CoIlstruction Account.
Section 404. Payment: from tilt? Callst1:UczI0II i1CC0UIlt
and the 'UDAG Account'shall bre made in accordance wi h the
provisions Of this Section. Before any. such pa'l'ment Shall
be made , ' the Project- Director shall record
57.
..r. _: �, kf- 1: .Nat'l '.�YY'Y�.
by a bond Or 0tile r `c...rm of indemn1'ty; or f _'Such
payment ors a payment to;; an olption to purchase or for a
quitclaim deed or a lease or release or on,a contract
to purchase or is othen,ise i
for the acqusition of a
Light Or Interest in lanes le— s ~:rail a fee S1.ilUle or a
perpetual easement, or if sucih 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 -re quisi-
a firm 'undertaking by a repuU.aUle title insurance
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, stGting;. that;
in the opinion of the signer; any, objections or ex
ceptions'to be noted therein are not of a material
nature.
section 406. The City covenants and `agrees that the
cost `of the Convention'C'enter-Garage undertaken under this
Trust Indenture shall'.`be carefu11v controlled to prevent
overruns `on such cost and to, assurethat the proceeds ,of
bonds .issued herefor,; 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
Cons ultants,:fully qualified by training and experience, to
review and inspect plans,, s;.eci icaticns, , contract docu-
ments,' chancre orders, ,construction work, e0uipment and other
aspects of the Convention CeIlter-Garage in order to facili-
tate the completion of the Center-GaLacje within
the projected time periodthhere O'_" anC- vritihilh thefunds f1aC72
available t0 pa.,, tile e e Cost Of thU 1 ie:ltion Cent 'r-Grage.
The City covenants that the. Convention Center. -Garage
IhaS'heen c'I:d~\•; Ll t7r C011stI_)c 1' ti :7rn Sava lil sCCt1G;h %l)
and OtihCr DI:'O'•. iSionS tl':1S �1-L:Si. t:h: _ntl:t _ L;IC: � if aadl-
� n r" �'. .. r. S i c -1 l e e O r tile
�lOI1r-.1. land or interests .:r_.Jt lih .�c.;ld l::.. :1 J :: � tug!-C'd
construction, operi;:L_011, I.er.Eli .. O: Ti ,i at:=lhiln�t 04- the
Convention Center-Gai_age, tke Cit". car acquire perpetu,
easements or title, or rights su:: = is i_n _ _-or the needs and
p u r 0ses thC•r(:-of- , frec- O F all C'^C:1m.bi:ances and
defects O`" title e.xcei:lt 1.1r_Ihc, :�)1C:l11ahl'aliC�._ Or def—'ects OI
title which d0 not Ilc:ve ii (?f eGt U_
00,
111, the
City S 1-to u!'.;e such 1a:lds or :� )_L :rti`L till? PUI:-
DOses intended.
��rry r,.:..< < ,Sr •m-.ei.,. � '�.errrorrrrsuwr _ _
ARTICLE V.
Revenues and Funds,
— ��:n,
,2ndinq Secte-mber ISO, 1989, the Consultant and the City, for
the nurnose of the preceding cedinoarauraoh oniv, may include as
Gross Re"venues of the Convention Center -Garage any money.
deposited to the credit of the Su-,,-,Iemental Reserve Fund in
e,,.:cess Of: Two 1,04.111 3 11 F Hundred -Thousand Dollars 2, 500, 0,00)
The City covenants and agrees that it will not reduce.
the rates, rents,,fee'sand charges for any fiscal 'year be'low,,I.,
those.in effect ',, at. the' e the preceding fiscal 'ye a r:,
unless either il) the , Consultant retained. 'Lor'thepurposes
of this.section '501'shall estimate that I by reason of any,
such reduc ion in t ratesre
nts,; feet and c a,rges the,
, reduction he .) _
Gross Revenues of the 'Convention Center -Garage for I such y'ear,
-n, excess I ess- of
shalIbe at least* five,percent, the Gross.
Revenues of the C6nv6n'L- ion- tenter-Garag.6 for.,suqh preceding
e.venue ,
fiscaI..vear or. (ii)the .Gross ; R s;:o f, the`Cbnven,tibn,�,_
Center -Garage I ,.in any.fiscal: I year are, low'er.,t an- the:;�. Gross-,
Revenues, of It - h',e Con'ventio n 'Center -Garage � -.in the preceding
'
fiscal,yearand such Consultant 'shall: d6termihe: that,.such
reduction in said Gross Revenues of the ConventionCenter-
Garaae.was substantially caused by t h e Citv S�.ina il;i Y"
. , I I I - 1 11 ; 'reduce
underthe requirements of this paragraph to the
rates; rents, fees and charges
Anything in this Trust Indenturetb.the contrary
:
notwithsL.anding, if the City shall . comply. wilth,11, a r6com,mep-
dat'ions:of the Consultant retained for . .the� of S,:
L* purposes.
section 501 with respect to said rents, rates,
tes, fees and
charges, it will not constitutes an event of default L., under
the orovisions of. this Trust Indentui:e if the. Gross Re:venues,
of the Conve'ntion Center-C-2arace shall be less than, the
amount required under tI-.e third paragraph of paragraph (b),
Of, this Section.
The City covenants. and acr,ees that it will.' f ix or
cause to ID e fixed, rates, rents, fe= e s and charqes,: subDect
to 'ant" ai)-licable requi - reme . nts 2.mposecl by 1 aw, Upon the
basi- of 1:easonable cIasy sifications to prevent anunlay.lSz.
ful discrii;-iinetion and that such rates, rents, fees 'and
charges shall be uniform in their application to all users
and services falling within any class. The city further,
c -ic j s that- no free use of Conve-ntion Center-Garaqe will r e e L
be 1) e r,,-, i i t te d .
cit%, fur then covenan,,:s t-at U..)on its making any
request or- the Consultant r.:!,-,.,4
ne
L 1: the ',:)LI17P0sGS Of t'll i S
recommendations 501 for its reconendations as to such rents,,, rates,
fees and charges, or its receipt of any such recommendations
from such Consultant or the adoption by, the Commission, .,.of
64.
the -lCity. cf- any revisions". of: such: rents, rate's, Zees:. and
charges,: a Copy, certified 'by `he City Clerk car Deputy City
k Clare of, any such request, recommendations or revisions so
adopted will forthwith. be filed with the Trustee
(c) The City covenants that it will cause the Consul-
tant'retained for such purpose (which maybe 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 I'n'denture, to make an inspection of the Convention
Center -Garage at least once .in:each fiscal year following
the fiscal year in which substantially all of the Convention
Center -Garage is ,ready for:use.`and occupancy�as;,certifi`ed by
the Architect with respect='to the Convention'.0en, ter.and/or
Architect with respect to the. Parking Garage; as may be
appropriate, in a certificate.or. certificates of use,, and,.
on or before the 1'st day ,of'October in each year for the
succeeding fiscal yearsubmit to the City a report or
reports setting forth with'respect'-to the Convention'
Center, -Garage ;such Consultant's (a)' findings as to whether
the Convention Center -Garage has been maintained in good
repair, working order and condition! during ,the preceding
fiscal year and (b)� recommendations, as to:
(i) the proper operation, repair and maintenance
of the Convention, Center'=Garage during the 'ensu'ing
fiscal year and an estimate of the amount of mo'e nv
necessary for such purpose,
insurance -to be carried under. the aro`-
V1SlOnS of this Trust Indenture during;:; the LiISU`lii:
fiscal vrar, ;and
(iii) the additional amount, if any, that s::ould be
tie cnsui ng fiscal v ar nor th, credit
deposi t_c3 during
Of the Renewal ai1C <� laCGi,iellt L'Ui'.('1 I1Ci `h? 1 ?c' -?Sed
mu' 1^U'r u'iOUntf if uri'�� that s;;a11 be 'liei'. fiUI i ti.e
ensuing fiscal Veer" for the -credit Of such Fund, as 'Oro-
videci and for the purposes seq. forth in this Article.
Promptly after the receipt of such reports by the City
coin, s thcrcof shall be :'iI d ith the Trustee a i I d ,nailed
b"I thc- Tr: u:: t-e to al
l bondholders, o recoi:d, the Hotel
Dc-.�vr_1oh.er, Dade 'Savings and the U.nivcrsity.
The City cotzenalits tllut, to the `ulle.st extcnt. ie� Bible
and ,consistent with applicable law and this Trust Indenture,
it shall observe and comply with such recommendations.oi-.the
Consultant retained for the purposes of this Section 501;(c)
and further covenants that, if any such report shall set
65.
fort'-, �%at "Ile Convention Center -Garage has not been main-
tai-ned in good worl-ring ord,,'r and condition, it will
:Dr.omn-_j,., :es --ore the Convent"Lor, C-enter-Ga race to good
4
repair, work-Jing order and condition with all exr--)edition,
practicable in accordance w-m
with the recomend.atlionS of SUCJJ
Consultant.
Section 502. The City covenantsthat.'on or before
October 1 of each flical,year, or as soon -as.practicable,_
thereafter,,commencing with the fiscal year in which
ready any portion,of 'the �Convention Center -Garage is rY'f, o r
6' th te of, use
use and occupancy a s,. certified r ti f ied in theCertifica
Convention "I - Ill -
and 'unti,l,,s.ubs,tant.ial1y 'all of tile.iCentero!'Garag e
'
is ready for use and.accupancy'r as -provided ._below, the City
,
willadopt a budget (con's istent_ with , the, budaet, pro6e'dures:.
whi c h - -�
C." the,'.Citv ,then in effect and may. be '-a part of. the�
official Citybudget) of: Current Expenses of :_the Convention
Center -Garage and of expenditures of money inthe,Renewal._
and Replacement Fund_(here`in called t e, it ta 1 Budge . t !1
ca -In,
for the next fiscal year and, :pending t , he,.adcbti 6 nt of the:.,,
first Annual Budget as hereinaf,te.r provided,.A:or.,each.
succeeding fiscal year.'
oA n or before October 1 of :.each' fis6 -1-,year,.�or.assoon
as practicable - .1 th ereafter, commencing 1, with the I fiscal. 'y6ar.'
in which substantially I all of the Con,vention.,Ce,n'-er..�Gar,age
is readv..for use and occupancy `as certified in the Certificate,
-.
of Use, the City will adopt a budget (consistent -w i t h the
budge-z procedures of the City then in effect and which may
be a oast o' the official City budgelt) of Current Exoenses
0 f: the Convention Center -Garage and cf- e.xperdi-t-ires of money
in the and Replacement- Fund (he -rein c-alle-5, t::,4e.
"Anrival Budcet" ) f o r "L. h e n ex. t f isc.al year and zhere-ta te, "for
each succeeGJnc fiscal year. Tile 'LnitiaL Bud---ez or the
Annual Budc,,ct as the case may be, for anti : f.i-scal -year shall
inciu:77 e , Sl-z:Da,,:a te and apart from the Cur _n Ex .De n Se S o f: the:
Convert_ion `,er-Garag e , the z: inc: tures
o -.
7 �7 1 -
money in I.,eneval and R-p' '--c L I :I r - S u C f i S c a 1
c- a r Ca,:;ic.. oE each InInitial 13)udget, eac-. L; a ?L. and
any a.m.,endc-6 or sup-plem(:�;ltai Initial Budcet 01: ;:nnu_nl Budget
shall be f ii:d l-I,ith the Trustee, and maiiec" ib". t-he ?1:0�ect
Director to the Hotel Devel oi e r , the Dade Saz %, -inq s , tne
U!11VC1:-Sit" and such Consull.tan-:s as, the ID 1i r C, c t 3 r c, -Final c e.
considers to I)e appropriate:. Ea c h In tlal Dut, 'Each
Annual BLILIICet and each Of sut;Clelilental In'4
a
t and, Annu a 1 BLI'd, L] C.- t Shcal. I not elf _-,c -z i e Ur. t
reason-nbiQ consideration Shall have bc-clil :D,.. t1he
Commission of the City to any changes in any such ,pr000sed.,
budget that may be suggested in writing to the Director of
M,anagemient and Budget of the City by an`, =of such pers,ons:
receiving said proposed budget.
The .Jt:v further covenants tjizit the amount e,,,.pended
C 7�, ,
I -Or curre!iZzenses of -1he Convent -ion Center -Garage and the
z
amount of -enewai and Repiacet',Ierlt "Fand expenditures in any
fiscal year will not exceed the reasonable and necessary
amount there -for, and that it will not er:pend, or permit the
C.":pending of". ary amount for -ma--intenance, rez_=ir, operation
anmanagement 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, respective-
ly, in the respective budget for such fiscal year. Nothing
in this Section or in Section 503 shall limit the amount'',
which the City may e . xpend for current Expenses or for the
Renewal and
nd.Replacement Fund.p.urposes in any ,fisca. ' 1 year;:
expended there or by the City in,
provided that any amount f,
�,
excess of tile applicable budget, shall be derivedfrom6
-
source other than .the .pr6ceeds, ,bonds or the Gross Re
venues -of the Convention.Center-Garage..
If for anyreasonthe C.omma.:ss ion .,.shall not,,h1ave.:_.
adopted or caused to be,'ad6pted before., the first day,.of any
the Annual 'Budget.'. for. such
fiscal yean, the Initia or
11 conformity 1 I ' I ec ion,
z ;tli Section,
� I "
year., in conformity with; the, 'provisions 01. '... is
the,applicable Initial Budget or Annual Budget or the pre-
ceding I . f., 1. I e I - I I
ceding fiscal year.shdll be deemed toe.i,n'_force and shall
treated as tile, Initial I Budge t .'.,
be t t, or the, Annual:, Budget for
l',
the then current.fiscal y'e a r under thepr ovisionsOZ.this.
L 4-
Article Until the adoation of -L.lie In tial' Budget : or, the.,
Annual Budget as the case. may be, pursuant to tais Section.
The Commission of t h e City may adopt,.or cause to be
adopted at any time all amended or. supplei-,ientcalr In _J t i a 1 Budget
or Annual Budget for tile remainder of the .then - current fiscal
vear elhich shall thereafter be treated as, I-lie,I-nizial Budget
or z?nnua.l Budget, as the case may be, under the provisions
0
this Section.
Section 503. (a) c-_)r_,C_Jcl f ulld i S 11 k? 1: c� Y created and
de-signater': Of con%,erzion Center and I.P.-arking
Garage Revenue Donls Revenue F'Ulij" (herein
called the "Revenue Fund"). �.Pi CitNY cO%,*el-1all-_S "L`-, a IL Gross
Revenues of the Convention will be deposited,
as received, W1.t11 the Trustee to vile crOdit Of* the Revenue
Funci; provir3e-C], ho%-,,ev(_,r, that certain payments ,'c be made by
the City, the Urlivei:sj tv alld �_-he Hotel Develop -el_- required
to be de,)oczited to the. cri-:.-dit Of thC:SllLlt�lcme:',tcil ReSerVe
Fund in accordance aith Section
504 of this` ,,ust 1n6ent
i-.11 in i-lic, 17une, Si. 1 be held in -rust
and applied as hereinaf ter provided and, pending such
application, shall be subject to a prior lien and c,iia.Llr,g:e��,'itn,�:...''.'1.1
67.
ia;°or of :he holders of the bonds and for the further
ser_�urity of _ such holtiers until. Paid out:or withdrawn as
provided herein.
mad®M�Ai11�11�II1RIw11fA111�1111'IIRIR�IMItlI@ ,� :�.. ,;.. r .
0--on rmcejot 04 eact1 reaulsltion, the T:."uS:en shall
withdraw the Revenue Fund and, - subject to Section .504
hereof, 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 tl:ansfel:i:ed tO be used sclely fcr 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 identifying =number as
the number stated -in the requisition for such obligation
In makingsuch withdrawals from, tile' Revenue 'Fund' and" trans=
fers to the Citv, ,the Trustee may rely upon such`'.requisi,ions,
If for any reason ehe City I;should decide prior :to'. the', paymenti
of anv item in a requisition not to pav'such item, the Di'rec
for 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'thereIupon pay the amount'of such `
item by check >similarly signed :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, 'steall pay from the Revenue Fund to the
City for deoosit'to the credit of the revolving` account -.-upon.
its req,uisitlons therefOL"",:Signed by the Director of Finance
of the Cizv, at one ti:we or from time to time, a sum or sums
aggregating not more than`Two hundred Thousand Dollars
(S200,000) f.::rc1usive ofreimbursementsas here-inefter in
this Section authorized, such sums and such rei-mbursements
tO be used by the City as a re'volvlllg aCCOLMt for the payment
of Current F::;:)enses ;rhich can not convenientl-,.• be paid as
herein Othert ise provided. Such Moneys shall he deemed to
be a part Of tlic- Revenue Fund until paid OL1= The revolving
accouIlt shall b!, reimbL11 Sed by the-TLUStee .from time tO- time
for such expenses SO pain by pa iients froii the :Revenue Fund
upon reCiulsltiOn of the Citv', filed with. the TrUStee and
:similarly Si^ned, specifying the Faye` e, the a:ilOunt and the
purpose by ac-ne'ral Classification of ea.ch pU`,ment from the
revolving+ account for arhich Such reimhut seiilsnt is requested,
acco.mpanied by a cc"rtificate, similarly signed, 'certlfyind
thcat eaCil SUCK. =xpen:7!. SCQ,I7aid was a I1!_C.`I1S., r 1'tel,1 Of
Current that such C'xpensc Could not C 0 n vlcl'n10 �l y
be paid excei-)t from such revolving account,: and than such
payments were; not in excess of> the- unencumbered balance of
6 9
the Initial Sudoet or the Annual Budget, as the case maybe
r gin•. rn�,.:-��nt t ere= or supplemc.nt thereto. In making
such reimbursements -the Trustee ma,, rely uuon such re'quisi-
ticns and acco.ipanying certificates.
Except as otherwise provided i'n this Trust Indenture,
Current Expenses of the Convention Center-Garage'shall be`
paid as the same become due and payable Payments shall be
made only in conformity with this Trust Indenture and the
Initial Budget or the Annual Budget, as.,the case.may
mabe, for
the then current fiscal year, and otherwise in accordance with
generally "'accepted, practices and procedures for -facilities
comparable to the Convention Center=Garage.
Section 504. A special fund is hereby created `and
designated "City of Miami Convention Center :and Parking
Garage Revenue Bonds Interest and Sinking Fund" (herein
sometimes called the °Sinking Fund"`). There'are.,hereby.'.
created in the Sinking Fund three separate accounts desig-
nated, respectively, "Bond Service Account"4 "Reserve
Account" and "Redemption Account"..
There are also hereb,.7 created three additional .spec,a1
funds designated ,(i) "City of Miami Convention Center. and
Par}:ing Garage Revenue Bonds Renewal and Replacement Fund"
ll
(herein called the "Renecral and Replacement `Fund;")
"Cit'J Of ami. Convention Center and Par}:ing Garage 'Revenue
Bonds Supplemental Reserve Fund" ( herein Called the* "Supphe-
me.ntal Reserve Fund") ► and (iii) "City of '•liami Conventlo:7
Center and Par.:ing Garage Revenue tBond's' Curpl•_:s Fulid
(n-arein called the "Surp..Lus Fund")
Tine monev in each of Said FuIlds ,shall be held in tr,uS
anc applied as 11 e r c- i n a f t e r provided wit11 ar:. to e a C h such
FUr.ti and, P :1ding Such acoiicatioll, shall be ca^l'iect to 'a
lisn allG Ctl %'3 in favor of the hoiJers c- the .:o:1ds issU�=d
a.. outs tall_:i:I ulldcr this Trust Indei ture anc zor tale
fJ'_"�1:�� St.CUL'lty b� SUCh t1OlJers until c'.i i o::- or tr3tls-
aS herei, r)ro'•iided
Prior .to or at the tibia' of the delivery of the :_bolldS
pursuant to Section ._'nu oC this ` !:,,l,3 I n e-ItUre, t ('
C L 'i a�irCeS to UeliVC,r t0 tiie' `1'L'Ust'�e fo, i3C:D:'ait to the
Cr:uit Of the I:c serve Fund thc- amoun` of
S Trio: to o:: at the date of cc...._ 1 eti or. of
cOr. structionof ttie Co
nvc••ntion Centor-Gar;:'ie, ~he City
acrees to deliver to the Trustee for deposit to the credit.
of the Supplemental- Reserve Fund the sum of �:,500;000 plus
70.
aid by tne Univorsity to the
inzei:est accrued Cher ecn to be L p
City zDu-. suan t to the univet-sity !-�.greemcnt and of $ 2 900 , 000
to be paid by tile Hotel Developer to the City pursuant to
the Il'otel aqeement. Tile City covencInts that not more than
60: days 'af.tear the date of completion of construction of the
Convention Center -Garage it will PaY to the Trustee for
deposit to the credit of the Supplemental Reserve Fund, from
anvrevenues of the City legally available therefor (exclu-
sive I of ad valorem tax revenues) the sum of $2,500,000, but,
onlyin the event the University does not pay said sum Of
$2,500 . 000-plus interest accrued.th,ereon, prior to or at, the
date Of completion, of construction of the ,Convention..Center-
Garage.
Prior to the-:lst d av'of 1Iay of.,.each I iscal year ' --;the
Director of Finance�shall determine whether. Gross
Revenues of the Convention 'Center.-.-Garaige- wi,11: be, less:�than�"
the amount required . ,under I I paragraph I . , , �(b) , ;of Section ,5 0 L fb, i
the next succeeding fiscal year and;; whether the _Supple'lpntal:�'
' i ' -amount;`"'
Reserve Fund will be,less thantli e .,minimum
,,.
, ,
under paragraph (e) o IL th i I s. Section i 5 04 and I i ):_"no t later
than the lst day of I -lay' 'of, such fiscal year, notify t h e,,",C-om-
mission of the City and the Truste�e of any projected d,e:'Li'-,-,,
ciency in such Gross Revenues:of the Covention Genter-Garaqe
and in the minimum amount required to be on deposit in the
su;Dnlemental Reserve Fund., TieCommission of the, City shall
L ,
forth�-.,ith (consistent with the budget procedures of the City
then in effect) make prol.,isions for meeting such deficiency
in the bujact of the City for the next succeeding -fiscal
year. . Upon aaoatiOn bj the Commission of the City of a
budget of the City orovides for meeting a def-icieilcv
in pro-�ec-:e6- Gross Revenues Of the Convention Centel" -Garage
anr. In ''he TliliiiiUm )Osrequiredamount requird to be oil CI e I it in the
Supplemental Reserve FunC., the Director Of F-i-ance shall
f %.,,i th t*- Trustee a coov of such, budget (01:
04- a 1: 2
c!l -�a rt i oil F e r e - - nec ssa y to evide ice
rc i. L as
th,? C4 t,,, PrOVISIons Of this paraqrap111:)
c,-. r 1 - the Cit% C i e rl: o 1: Deputy City Cl lk.
Th e Cite covenants that on or before the 1st day of
January 1 and
December- and 41--he lst day of Julie before each U
Jul"I 1 d-=ti-- on which payrmcnts aI:CI (ILIC- on the bonds, the
C--'.t,v, Shall de-cosil" to lzhC' Credit Of the
Reserve Fund Slltfh the Truste-e lfroi-.i revenues cf the CitV,
exclusive c ad v a o r e i,. I reor tangi-IDI,:!
.tv
tax revenucl , Gross ,'evenuus of the Convention. Center -
Garage and money held in any of the Funds and Accounts
estaLished Under this Trust Indenture: (i) such ampunt.as,f
with anv other funds then hold for the credit of such Fund,.,
71.
��rnnNnnmi�mnr�nnrnr�nrnim� �,.. ....,...�. •�.+...-�
- a.�9�Y11 991f �
in "xce` o .off t:P_nt'• - `lt.e percent (25` 1 Ui the maximum 'Prin
ci .al and Reoulrements -in the bonds 'for the .then
current or any'succeeding fiscal year, shall equalone-half
(1/2) of the or the projected deficiency, ;if any# for
the ci, -e.. t Scal year in Gross Peve :. es 0= the Convention
Center -Gal for "the payment of Current Expenses
and (ii) an additional amount, if any, as may be required, to
make the amount then 'held for the credit of the Supplemental
Reserve Fund not less than twenty-five percent (25%) of the
maximum Principal and Interest Requirements on the bonds for
the then -current or any succeeding fiscal year. All money.
in the Supplemental Reserve 'Fund shall be held in trust and
applied as provided -be °subject to a prior lien and charged
in favor of the holders of the bonds and for the further
securiay of such .holders until ;paid out or withdrawn as
prov id'ed herein .
It shall-be.the du y of the Trustee'to withdraw or.
cause `to be withdrawn from :the ;Revenue Fund on or before".the
25th day of each -month 'after the. opening to the public of
the Convention Center -Garage or, any..part.-thereof, all money
held "for the credi of the- `Revenue .Fund.;on t'he, last day of
the11 preceding month, after transferring to the.'City t'he
amount requisitioned by tie 'City for Curren` Expenses: ,of the
Convention Center -Garage, -and deposit the sum so withdrawn.
to the credit of thefollowing accounts or funds in the
following order:
(a) to the credit of the Bond iService Account, an
a..;OUnt (or the entire Su1Il s0 t:ltl; ratin if less than'.the
L""eC�ulreC: a-,�.OUnt) , equal t0 the su'. O.L (1) commeilCing
�, , all 'i mOU;it eClial �o G;Ie-s1Xt}l (1/6) the
in.teres� 3 ay able on all t}•le outstanding bonds oil the
e::Suing 1nteL"eSt ZJal'ment da..e; rL"O\-CILd that there
sr.all .J(L, al lowed as a credit towa:d such deposits to.
t:-e �'.: e's l Oi th. Eoija se;: v i ce r,.c zo n t an" iTlOne-y de-
:)CS "ed Z.0 ;:Ile BC^.C1 `_r?L'`.'1Cc •CCOU:. _ : U! -'_Ia nt t0 St Ct101)
'U (1) Or Section 209 (l) Of this '. L"US% i :dentUL'e, a11d
co.,i.iencing .19 , an amou::t equG-, to Ora-t%-elfth
- (1/12) o?: the next mat'Ur in , installment Of principal. of
all serial bonds; provided that if ill anv calendar month
tne` e Shall be a defici•:�11C\, in th= amount that is ,C"e-
:ui ed to be derosited t0 zhe credit of the Bond Service
Account "Dursuant to this clause (a), tine amount 0the1:
t•:i8� Lf_C:U1rE:.1 '.::J bf? Cli:.';;US...ttcC 111 :.}1': 11r L11::,Ulii:� Cal-
endar ::;on.tt: to t};;v, credit of the Sce.v'icc 'Account
oursuant to this clause (a) shall - be increased :by the
amount Of Such deficiency;
72.
(10) to the credit of the IZedem-_,IC_J*L0n :account, Com-
ar in ',which any term bonds
first fiscal Mencinc "Lhe ft
are required to be redeemed in satisfaction of the
A-,i,orti=ation Requirements theref0r, an amount (or. the
--r-rawn less titan he
Ce 0, 11e sum sz)
entire balan
required, amount) , equal to one, twelfth (1/12) of the,�,
principal amount of the term bonds required to ' be re --
tired on the next succeeding January 1 in..satisfactio'n
of the Amortization Requirements therefor; provided
L
that if in any calendar month there shall, .be a de-
ficiencv in the amount -that is required tobe deposi-l'
te'd to the credit of the Redemption.'Acclount pursuant
tothis clause :(b) the amount otherwi*se,.required ,to be
nsuing 0 e
deposited in the nev'-t,e calendar month to :tIh
of the - R c ., ou 11 nt , p , u ': rsUant to this
credit edemption� h of such
clause .-(b): shall �be increased y,,,t e amount
deficiency,_
,
(c)tothe credit of the :Reserve Account, such
,
amount, 'i f any,remainingOf any , after makingl�:
the de'posit under clauses (a)and I (b) above .(Or the
Z the`. if less than�'
entire7ba balance of t I' -amount so withdrawn
the required amo unt-). .,a s may be required - to, make the:
amoun t, then,. held for the credit of the Reserve, Account
equal to the maximum'PrincizDal and InteresAC Require.-_,�_
dents on all -bonds then outstanding for this current. or
`any succeeding fiscal year;
,,al and Peplacemenl-
lie I L.
(d) to the credit of the -Iene�
Fund, one-twelfthof S100,000 and one -twelfth
(1/12)
(1/12) of such additional a:-,iounk_, if any, %-,,hich the
Consultant retained for the 'IDur-.,,O=2S Of SOt-
cion 501 in
i L: p U r
t�--jj rC-*,:)Ort rl:t=0 u an to Section"
latest
501 of this Article, shall have recom.m.ende-11 be deposited
for the Credi" Of SUCI) PUII(2 in the then CLl!:I:k_-n!_- fiscal
aWn
ye a r C -., r �,o) c- e i t i r e b E! 1 a i i c e C-� t- 1 -j, c- 10 U I I SCE "I'd
i f: I s the b a 1 a n c e
C_3 -1-.an tjjC- j:,2CILlil:(�!d
in the ke-nev, 'al and FL,ij, shall be less than
ate, 0,: One
C_ _I U 11,7, jL, :OUEand Dollars
(i) the d
($100,0C.)0) or one and one-CLIartCr percent of
the Gross revenues Of the Col",VElition Cell Uer-cara']e for
the preceding twelve (12) P,,arloa, or (ii) Such
la " retained for the
-C-I: al-,Iount the Consultant ret L
purtones of Soction 501 in its la-.(?st �-,,ritt-en re rt
po
u a ;) t t 0 SC C t i c'n 5 0 1. ) r t I F, j, 1- t j c 1. e. Shall,�
L
have recoutmended be held fc,: the credit OLsuc",
and
7 3.
k 'e) to the credit ct -he- Supplemental Reserve
Fund , s uch, amount, if any (or -_hC_ en t ire balance of L
the" amount so withdrawn if less than the reauired
amount) as may be required to ma,-:e the amount then
-!�f 40, the cred,t of the Sup-,-lem., -tal Reserve Fund
hC r ell
equal to the greater of Two Million Five Hundred Thou- .
sand Dollars ($2,500,000); and
f to the credit P'f ,thel Surplus Fund,, the,l
balance if -any,, of, the amount so. withdrawn.
Section'. 505. Subject to the terms and, &onditiohS,%Se't_,,
forth in thiS..Tr,us.t,.,IhdentureI money, held f,or, the. credit of
the .Sinking, .Fund shall be held, in,,trust ,'an&'disburSed. by
the Truste,-e,f . or'' (a . the, payment ,.Of interest I ;on the bonds,,.
issued hereunder as,such interest fall's due, b) the,. P&y�,
inent of the principal of such, on ncluding. retirement.
thereof in, acc.ordancewith -Amortization Requirements) at
their respective matur
ities, and'. (c) the, payment of the
�,
purchasered6m..�or., ion price of, suchbonds, before
respective maturit,iP, money is hereby :pledged n
's. Such
l. one edged to and
charged, with the payments ;mentioned' in `this Section.-:
Section 5b6. ff h 6 Trustee h time,� S all,::,from to time
time! Service ii c n t. and i
timely draw. from, the Bond vice �, c 6u
remit by nail l, to �,,, registered: owner of registered- bonds
the amount, required, for,paving interest upon such bonas as
such -interest becomes due Set aside or deposit
P it in
trust tva.th the Paying Agents the amounts required for
pay-
ina
the interest on the coup I) on. -3 s as such interest becomes
due, (iii) se- aside in trust an amount equal to the amount
o and f 0 r the sole and purpose of pa-y1ing, the
principal of all serial rc�ystb o' -.4S , vi4 t I10Ul t Coupons
as
such pr` nc_,Dal becom-as -,juc-, and (iv) :3 S. 1:) G
sit in I: L. st i t 11
Pa ing Aaents the ai,,iounts requirec f: o r paying the prin-
ci-.,al Of Serial Cou'.D--n 17onAs as sCI-. -'rincipal beCOrles e,d Lit C-
the Redemnp_
Sctioil 507. Mlonev !,.eld for tne credit of L
tion Account shall be applied to thQ Purchase or redemintion
of bonds issued under the provisions of th-is Trust Indenture,:.
as o 11 ow S
(a) Sul -)ject ti o the provisions of paragraph (c) Of
this Section,' the Trustee shill I purchase
first, It" to I
ter:,, b a n Cj s or r t II s C., f rc-.,9 i s t o -ec I I-, I bond s
andsecond"serial bonds orf Oregistered serial
bonds secured hereby and
the") autstanding,'v,,hether or
not such bonds shall then be subject to redemption, at
the ^.cst ad:>antaaeous pricy obtainable with reasona-b'le.
diligence, sucil price .not to exceed the Drincipal of
sucn bonds plus the amount of the premium, if any,
v;hich i.ou1C3 be Dayable on the next redemption date to
tile tO"'_L,
called for cedemotion on such -date. The Trustee
shall pay from the Bond Service Account the interest
accrued on such bonds to the date of delivery thereof
to the Trustee, and the purchase price from the Redemp-
tion 7�ccount upon the delivery of such bonds to the,,
Trustee, but no such purchase shall be made by the
Trustee within the period of forty-five (45) days next
preceding;any `interest. payment date on which such -.bonds
-are `subject `to call for redemption under the provisions
of this Trust Indenture except from money in excess of
the amounts set aside or deposited for"the redemption
of bonds;
(b)' subject to the provisions of paragraph (c)`of
this Section of this Trust Indenture, the Trustee, having
endeavored .to purchase bonds pursuant to paragraph' (a).of
this Section, shall call for redemption on :each.,interest
payment date on which bonds are subject to redemption
such amount of bonds thensubject 'to
;redemption as, ,with
the redemption premium, if any, and all.necessary~and
proper expenses incurred in connec ion therewith will
exhaust the Redemption Account as 'nearly as maybe;
provided, however, that no such redemption shall be made
on anv interest Payment date unless the funds In the Re-
cemot _on, tic count on the fEc ty--`i=tit (45) da' preceding such
inkte" st pa'_iiient..date and available for such pu'z'�Ose
stall be su.`f cient t0 at least C1_i:v Thcusand
Dollars ($50,000) principal amou:lt of bon::is. Such redemp-
tion shall be :,ice^'i ;`UrSUaIlt to ti':C provisions of Article
III O' this llrus;. Indenture. No: less tha.
G& S L^_ _a" r'l�i_Ii17t1Ji; riuL'_ �? l'rl:s I:'_1 4:iti-1d1:ait'
``'Cla `!ne Bond „(_.:Vicz Account the ail?Cunt 2-_ i' 1rE'J for
inca the .nterest on the bonds so ca.l..'_c11 _nr eCle tion,
and shall withdre iti' from, tiiC R(c de;-.,, 1t1O11 i%ccOu::t t11e amOUnit
required LEO, paying the prirlc i-pal and any red'empL1O11 pLe-
lium of such bonds at the ti lC-s . jUired nor the making of
such _,nd sot a3i:i1.1_- in sta�:rct,_ accounts or deposit
with ti:C ].�i-iyinc% Arjcnts `therL`;i7EtCt1Vk? u1i.01,1n,ts required LOL'
payinC the int-Crest oil, and. the orinciJal P;16 re'demptlor
Lr1aefrO �:i_M t)d .'or anld si?a'll
Pay froln the ire deflptlon :'.ccount all e-:-:pellS+='S 111 CO;IIIC'Ct1Oil
with such redemption; and
75.
�� ••-••• r•nc+r 'vi �.gi�^"F::i�:i.'TSIGM�G]yNY �.k'.V'�eyzr ,_.t,e-.". n.isn .-n._�...�.. w�w!..w xW+%.Hxlanw 1m.�!M��. ,w.txw�ff1..: .D��`-
1c) money in the Redemption emption :account Shull be
acDlied by the Trustee in each fiscal year to the
purchase, redemption or retirement of bonds issued
unde`L t;:is Trust Indenture in the 011o�,ir.a order:
FIRST, term bonds issued under the provisions
of this Trust Indenture, to the, eytent of the
Amortization Requirements; if any, for thethen.
current "fiscal year for such term. bond's and any
deficiency in ,preceding fiscal •years in •the
purchase.or redemption.of'sucl bonds under the
provisions of this subsec ion; and
SECOND, term bonds issued.,under:,the pro-
visions `of this Trust Indenture, iahether or not
such bonds shall be subject to redemption,; in
accordance with the provisions of;paragrapti (a)
of "this :Section,
THIRD, 'after the "retirment of' all term bonds,
other than term. bonds that are not'subject> to
redemption"or cannot be purchasedpursuant to
paragraph (a). oft
Section, serial bonds issued
under the provisions of this Trust Indenture in
the inverse order of their. Indturi'ties. "
Upon the retirement of any bonds'by purchase or redemption,
the >Trustee shall file with the Ci v a statement briefly"
describing such bonds , and setting forth the dct� Of .tlleir.
till. CI7aSa Ory Cad ' lj�tlUn, the amount 'Ui tt7e �11L.:lase. price or
the redemption priC_• of such bonds and the aiii0unt pc id as,
interest thereon.
Section 508. ?•;onev 'r:eld for the credit of, the :ieserve
Account slic!1I be- L.,s'�Cl fOL'. the pL.,ri, i� Of j�a� iaC� UL"lnCl )31
and/or interest On the 'bon"Is ',:i('1Cne"'._,r. c}ld to :he e:•tent that
the Inollev Iir_l-_` -fe --lie Cr•3Cl:Lt Of Lh+v t3011C1 L"': i. E ACCOLIIIt 01:
the }?er7r`^i•1:t1UI'1 Account shall be ii'ISLIFfiCl.ent _C:: SUCK pur-
pose; pro%;`L d, ho11•�'• er, that Illolic\' 111 the ail:'=Ji�1ilC'nt71
(t
Reserve Fund shall be disibursed to ma .e up any deficiency
in the Eond Service Account or the Redlemption Account before
aw., Ilion^'.' in the Ruse''rv,3 t.CCount is d-i-sbursed . If at any
ti time t17r' (iiOn „�� }l�'ld f01" ti7C CL"C C1 i t of tilt? I : 5�; �i G t�CC011nt
shell rv::ceed the ma;:irlum requirerient Lor the ::%serve. Account
uncler 1:rwi sionc U" ClFiuse-• (C) c)E Section 501 of this
t:rtiCl(:, JSUCh CIt ::S �17311 br' tran:::_e'L"I: d, b" =}le t0
Trustee
the credit of the. Revenue Fund .
7G.
Section .509. Whenever there shall be held in the.
Sinr,ina Fund, a total amount si,fficient for paving in full
the bonds then outstanding under this Trust Indenture,
i'nclu3ing the principal of and the interest on all bonds and
any redem,ptlon premium, and ai:'•' aiilO!'Il'S ',I �: :✓ pay redemp-
tion expenses, such. money shall be applied by the Trusteeto
tile payment, purchase or redemption of such bonds and the
payment of all expenses in connection with any such payment,
purchase or redemption.
Section 510. Except as provided in Section 511 and
Section 712 of this Trust Indenture, money held for the
credit of.the_Renewal and Replacement r^und may be disbursed
by the City, for paying, in connection with the Convention.
Center-Garaae,, the cost. of. unusual or extraordinary mainten-
ance or repairs,, repairs or, malintenance';not recurring'
annually, ;renewals' replacements and repairs resulting from
an emergency caused by. some extraordina11 ry occurrence,
engineering and architectural "expenses incurred under the
provisions of this:`_Section and the cost ':of. ,replacing fix
tures machinery, equipment and:furniture of the Convention
Center -Garage or for paying the cost of any capital improve-
ments exceedin9 525,00'0 in any 'fiscal year.
Section 511. Such disbursements from the Renewal and
Reolacement Fund under: the 'preceding paragraph shall be made
in the same manner as`payments from the Cor.�truc'tion;Account.
und'-c" the provisions of Sections 404 and 405 of this Trust
Indenture to the e••:tent that such provi'sioi:s can appropri-
ately be made applicable thereto; provi6ed, �c,'e`:'?r, tllat
any.,ObllC:atlOn pada't�le f1Oi:l the t�enewal an"i :E1-lacemen,_ FUnd
in e: cess of 550,000 shall be. a -:di tion..l lv o%,ed by the
Consultant retained for sucil e, all: :�'��- =c further
that insurance i-)roceedS Sh ll have been c 11 utO the
pa,amc11, of sucih obligations t�� the e::t rct feas'_ble under
th1S' •,'"USt iildenture
Section 512. If at an,., _i .e file to..i -,cne l:eld for
the credit cf the Bond Ser` lc(_ "iccount Shall ce: ,iess than
the amount reaui::ed to pay the interest on all the outstand-
ina bonds and the principal of'all serial i�oilci� :�liich shall
then be due and payable or the total mono}' hel. for tile
cr ed i t of the id-']eiiiptlOn AccO_II"it sIn la .1 De 1,? th�:il tale
amours t required to ray the p:_ ir.cip�:,l a all em bonds
lnc1"Cl in'] rr_'_: r' C;C'ilt there -of in acc:;rci anct: - '_ =1: •.illOt ti :?-
tion R qu1_c., ents) �-,hich shall their 1:10 CU ;:nd savable, the
Trustee shall transfer -f-roi� any money held for the credit of
the Renewal and Replacement Fund to the credit. of such
77.
accounts an amoun* sufficient to ma1:e up such deficiency;
provided, however, that money heid for the credit Of>, first?
the surplus Fund and, then, the Supplemental Reserve Fund
shall be applied to make up such `deficiency'before any money
in the Renewal and Replacement Fund shall be aisbursed 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 'Trust6e to the credit'•of
the Revenue Fund.
Section 513. Money held.for the credit of the Supple-
mental Reserve Fund shall be applied for the following
purposes (a,) if at anytime money held for the credit of
the Revenue Fund shall not be sufficient to`pay Current
Expenses of the Convention'Center-Garage then due and
payable, the Trustee shall then transfer from money ;Yield f6r,
the credit of the Supplemental Reserve Fund to the credit 'of
the Revenue Fund an amount sufficient to make up any such
deficiency; and (b) if at any time money held.for` the- credit,'
of the Bond Service Account -shall not be sufficient 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 o pay the
principal of all term bonds (including retirement thereof in
accordance with Amortization Requirements) 'iahich shall then
be due and pa.:able, the Trustee shall then trans er`from
money held for the credit of the Supplemental Reserve Fund
to the credit of -such accounts an ainoun t suf f is i ant to
ma}:e up 'anv such def iciencv; and (c) if at anal time money
held for the credit of the Renewal and Replaced-2nt Funcd
shall be less than, the ,iaximum requirement foi: she l:c:net.a1
Fund Milder the .)'_"O` idons of a.^us �u) Of
S_ctior, 504 o4: this article the T2:US_ec shall tail transfer
frcm money held for the credit Of the Supple""len al Reserve
Fund to the credit of the renewal and Replace;<<ent ''Fund an
amount sufficient to make up any such deficiency; provided,
however, that money held for the credit of the Sur,.Dlus Fund
shall be applied to male up any deficiencies dvscribeti in
clauses (a) , (b) and ('c) before ant, money in the Supplemen-
tal R..eservc- Fund 'shah be `disbursed for such 01.11:00se.
HIP ne,; 11eId fcr the credito' the }reserve
Fund may be used for the -purposes and , in the manner , set
in SEctioohis Trust Indenture n
75.
�roridad: (a) There shall remain on deposit for 'lie credit
:.)f the su z e-mental- Reserve' Fund after the withdra:,;al of any
money.fo.r such purposes, an amount at least equal to the
areater of twenty-five percent (25 %') of the maximum Prin-
cipal and Interest Rr:ui'.-ements on the bonds in the then
current or any succeeding fiscal year; (b) tget 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 immediately
preceding the fiscal year in which such withdrawal is pro-
posed shall have been at least one'hundred and twenty-five
percent (125) of the`Principal and Interest Requirements on
the bonds for each df said; fiscal years, respectively; and
(iii) a Consultant retained -for such purposes certifies.in
writing to the City and the Trustee that the expenditure of
money to the credit of the Supplemental Revenue Fund held
for such''purposes is.necessary'and desirabhe.
Notwithstanding any other,provision of this Trust
Indenture, 'monev held for the credit of the`Supplemental11
reserve Fund may be transfered'by the Trustee from such
Fund 'for deco"sit to the credit of the Surplus Fund: upon
written directions. from the Director of Finance; provided:
(a) there`shall remain on ,deposit for -the credit of.the.Sup
plemental Reserve Fund after the,transfer of. any money, an
amount at least equal to Two Million Five Hundred Thousand
Dollars' ($2, 500, 000) ; and '(b) a Consultant 'reta'ined or .1 such:
purpose certifies In writing to the Clty and the Trustee
tlieS1Ve
a*Net R�.CIUCS O theCGnventlon ClLC'L {
of Ci t': mcne'.- not ae_-ived Lrom the opera do � o? the Con:'en-
tlOn ntCr-:�arcG?) iOr, each of the three cot cLltivr fiscal
year nni:t SUc^ec:7 the f1Sc'al Vear In '.Pf11CI SUC!' tl"ai7Sfer
15 oL"G:?Gs GC ;9i 1 1 be at least On'S hUllUrti C, and
porce,-,t (125 c) Of t!:e Principal. and Intor`St ReCl71rC;;eIYtS On
he "Donis fir eacn. Or -said fisc"l Yea s, reSP
eCtivt?1'
S_�ction 1' ?done" heid for the credit o theSul:,�lus
Fund shall i `s G D_1 --d+f0t: tl:c puru0S12s and', in the
ord4_ r of pr for i z a S f011a S : (a) if at any tiime ;acne
held for the cre0i t of the Bond Service Acccurlt shall not. be
sufficient to paj the interest on all the bonds' and the
;rinci_=l o_- all tl;e s', ial Donc:s tial:ich shall then be clue
and ;ayalble or tile .total, monc.•v held] for the Credit of the
kedCel-notion, i ccount shall` be Ie.ss thc'7n `the amount required to
the Jrinlcip l of all: term !:Oi ds (1nclUClr_nit
th:_reof In acCGr:l..nce 1ti'li1Ca,
shall .then be due and payable, the Trustee, shall then
transfer' from money held for the credit of the Surplus fund
7,9;'.
.o the C.Cdit of suCI? Accounts 3n amount s U f icient t0
ma :e uD an:' such deficiency; (b)fat anv time the money;
held for the credit of the Reserve Account shall be less
than the maXim= requirement for the Reserve Account. under
the crOvisicr.s of clause (c) of Section 504 of this Article,
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 deficiency; (c) if'at"any
time the money held for the. credit of the Renewal and:
Replacement Fund shall be less.than'the maximum requirement
for the Renewal and Replacement; Fund (inc1. luding such 'addi�"
tional amount therefor, if any, recommerided.,by the Consul-
tant retained for s�ich' purpose); -under the provisions 'of
clause (d) of Section-504 of this' Article,"the Trustee .shall
transfer from `moneys held for the credit of the Surplus.Fund
to the credit of the Renewal and Replacement,Fund:an'amount
sufficient to make up ;such;deficiencv; (e) f at'. any
the money held for the credit of the"S61)ple.6ntal Reserve -
Fund shall be less than the maximum requirement 'for'the,
Supplemental Reserve Fund under; the provisions of clause (e)
of Section 504 of this Artcle,the``Trustee shala•transfer,
from moneys held for. the credit of the Surplus Fund o, the
credit of theSupplemental:'Reserve Fund an. amount sufficient
to ma}:e up such deficiency thereafter, money he d for the
credit of the Surplus Fund :may be used by the City, in
conformity with the apj�licable 'law, for any law-c purpose.
Section 515. All money which the Trustee shall have
wi thdra',an from the Sinking Fund or shall' h_= e received from
any other source and set aside or, deposited with the Pa%t'
t,gents for t!-,e purpose of: paying any of the bolds hereby
secured, 31zI?C-:: at ti,e mmaturlt\' ti:21e0i Or :Dy
aurcliase cr
Call for 1.eu� :-Mntion or for tile Jurnose Of paying ally
maturina coupons ai1pe taininq i0 a:1`.7 Oi the bonds h'ereb�.'
secured s}?ail be 1ie1cl in trust forr th'a reS:?r.•Ctive holders
Of Suc!: bon... or cOu: o:?s. :n, lnoi ';rh_ch h�;ll be sO set
as1C�3 or d' UC..j cC6 !')'• tiie Trustee: -:nCi t:1C}? tii:c ll L"C'mc�.Lil
u:1cj,:1,le,. b'' -he of: such l;onds Or Of such cOUpO11s
lUL" a 4 4 ttC:EtC O11 W71C1 SUC? i(rs ac
bonds or such coupons shall ha%-e b-::?corl_ >aa b 1 e shall,
upon request in variting, be paid to t}ie City, or to .such
o;:flcc-r, boa.rO or body aS 117,a`;' thCA1. be eil ltled by law t0
receive the 'Sal,e, and thereafter: the holders of such bonds
Or coupons shall loo): only to -thr- Ci ty, or to such off i.cer,"
boy:."d or 5oCS" , as the case G;c }.?'_ , I.0 -
O Vment c Ild th' n C)illti'.'
to thr extten,_ Of th.0 aMIDUntSSO EI11
interest,thereon, and neither the Trustee nor, the Paving
ao.
8 r.
ARTICLE VI.
Depositaries Of Money, Security For
Deposits And Investment, Of Funds.
Section 6O1., All money received by the,City under the
provisions;of, this Trust Indenture shall be deposited as
received with the Trustee or, _as to money credited or to
be credited to the Construction Account or the,UDAG Account,
with,the Depositary and such money and the money at any time
held -for the credit,of the Construction Account or the UDAG
Account, whether-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. anv.Depositary,
hereunder 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 holders of the bonds, either (a).by odg=
ing with a bank or trust company approved by the' 'Citv;as
custodian`, as collateral t
security, Governmen.Obligations
or other marketable securities eligible as security for the
deposit OF trust funds under regulations of the Comptroller
of the Currency of the United States, having a..marketvalue
at al times (exclusive of 'accrued interest) not less than
the amount of such depOsi't, Or (b) if the iur ilsiiing Of
security 3s t:iL"ovided in clause ,'(a)above is no- permitt-ed
by applicable la1.l, then In such, other flannel" a S ma': tnen be
required or permitted by applicable state or i•_ccral laws
and regulations regarding the security for, or granting a
preference in the case of:, the deposit Of trus-_ funds; pro-
vi6er:, howe%?:,,-, that it shall not be necessai.-Y for the
Trustee or can_ '-'a;'inq Agent tO giv'_ SeCUI it`' f�r :!"' G'
posit of any Monev With it' for the payment of Zile pr inci-
pal Of or th ' redeFlptiOli prGlAl.Uill OL" the interest on a1)%
bondS iSSUeU hereunder. Or for the Trustee or anv Dc pOsi-
tart/ to give securit% for any ilioney which shall be I:epre-
senZed b,.,, obligations pUrchased U11der thO PrOvisions Of
t,,, S „hiticic-., as in investment Of ;such money.
All ror,c% de�ositcd �;ith the Trustee or any Dc—osi-
tav `shall i�_ credited ro the r�articular fuizd or account
as provided in this' Trust indenture..
82.
Section 602 Money held '-:ore
r he crdit of the Con-
atructicn .account, the UDAG Account, tIneYRevenue Fund and
the Surplus Fund shall, as nearly as may be practicable, be
continuously invested and reinvested in Investment Obliga-
tins by the Depositary with resPcct to money in the .Con
struction Account and the UDAG Account and by the Trustee
with respect to monev.'in' such other two funds. Any security
or certificate of deposit acquired under this Section shall
mature or shall be subject to, redemption by the holder
thereof, at the option of such holder, not later than the
respective dates when.the money held.for the credit of,each
such :Fund will be -required for the purposes intended.
Monev held for the credit of the .Bond Service Account',
the Redemption Account, the Reserve Account.and the Supple-
mental Reserve Fund shall,; as nearly 'as may` -.be 'practicable,;:
be invested and reinvestedby, the Trustee in Investment
Obligations which shall mature, or which shall be subject to
redemption by the holder thereof, at the option of such
holder, not later than the respective .'dates when the money
heldifor'tile',credit of'each of such Accounts or the: 'Supple -
;rental Reserve Fund will be required for the purposes
intendea• provided that. no bond or -other obligation lrepre
senting any such investment shall mature or be subject to
call at the option of'the holder later than twenty years
after the date of such investment., unless, with respect to
money held for the credit of the Reserve Account and the
SUc.DG"�
1ntal Reserve Fund, such investment has been made: by
_me��
the"Trustee at the direction o-f. the Director of Finance 1. of
tile,, City.
:one; h eld 'for the credit or the Renewal and Replece-
ment Fund shall, as nearly as may be practicable, be con-
tinuo,:aly invested and re nves ed by he Trustee in Invest
-
i ll be sub-
1ilE'I"It G:il1�.c,tlOnS which shall iru 111".C, or•�•,Il._C 1 �.la
jr'Ct CO r I?`1OI by the thri'=0E, at the Ohtlon Of
PLC:: C1u , not later than t\,,enty-t0U' � 2� � Months lTtc?r thl?
(Nita: Oinvestment, unless, SUCH 1nvesttitCnt has been
tlaae i�, ti;n Trustee at the direction of the Director of
l.'ina1-1Ce of thee' City.
9
with resteCt t0 mOnGt' lt1 tl;ecoils tL'UC-'
,Lion .ccount and the UDJ%G Account, .the Depositary Shall
Ye ' to su1DI-At a written request -for approval to the
Di!:i C".•I: ' FiilznC'. for the Cl ." _whici slain be uCc01Z;)c�1 leC]
by a` I,,e:not\andu;r setting forth the detEiils of all proposed
investment of money under the provisions of this Trust
Indenture, Eind the Director of Financ', for the City`; upon
83. :
4
receipt atf such request, shall either approve such proposed
_nvestinent or Give written directions resnectinc the invest-
ment or such money and, in the. case of such di.-ections, the
Trusteee or the Depositary, as the case may be, shall then,
subject to the proviSions of this Article inve-st such money
in accordance with such directions.,
Only such certificates of'deposit.may be acquired as
Investment Obligationshereunder as are issued by'any.ban}:
or trust company which is a member of the Federal Reserve
System and has a combined capital, surplus and undivided
prof its aggregating not less than Ten i,lil1ion Dollars
($10,000,,0GO) ,; which - shall mature,, or which shall be';sub-
ject to redemption',bv the holder thereof, at the option. of
such holder, not, —later than the respective dates when the,
money :will be:,,'`required for the 'purposes intendea'.
Obligations so purchased as an investment of, and any
interest -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 obli-
gations sq purchas'ed o'r`on-such'interest-.bearing negotiable
or non-negotiable";certificates of.deposit and.any profit
realized from`suc.h investment shall': be credited to such Fund.
or Account, .and any loss result`ing,'from such',investment
s h a 1 e charged to such, Fund or Account; proviced, however,
that prior, to the''completi'on date of the Convention: Center -
Garage, anv interest accruing on obligations p -1rc};ased v,'ith
mone%, credite to the Bond Service Account and .the -Reserve
Account shall be deposited to the credit of the Construction
Account; provided, furr-her., hov.,ever, that, exc_t as may
otherwise be provided in this Trust Indenzur interest
Or profit 'earned or realized On the Reserve Acccu:;t, the
edemption Account and the Renewal and Rcolace-,enz rundl
which shall cas the 7LOua t the— . Credited` tJ Reserve
f:ccount th's t':_i2em:1)t1 11 r:cCOu!li or =1: Rene u_ "a. -Re I cace-
Ment Fund, as the cast may be, to exceed the a-.c`_2I:t required
L..,) be or. cl=posi- t in each such e,ccou!1t or 'un6 be
cr,adited to the Revenue Fund. The Trustee or,V;,i:li respect
to the Construction Account and the UDAG Account, the De-
posi tary shall sell at tile best orice obt inai'-_e or .present
L'oL" any obligations So pLycl1<-sL'd oL "cSi'1lt'i01
payment a!!v such certificates oL" :.'eC:)Csit Whl'ne'.'E«" it shall
r ns s 7 7
7e n c .,:;1r Y . � �O t0 GO _n rJ1"uc�L" to ptO': iC:'? ..0 -:�:e anV
poi•*I;,ent or tra,,js[�-r. Oal c2 of Fund+
The Trustee and `the Depositary shall -not be liable,o,r
responsible for any loss Lesultina from any such' investment.
84.
recelOt'. 'fit such request, shall either approve such proposed
_nvest-ment or give
.written dircctions resnectinC'the invest-
ment of such money ,and, in thecase.of such directions, the
Trusteee or the Depositary, as the case may be, shall then,
subject to the provisions .Of this i rticle, i M V_: t such ,mOnev
in accordance With such directions.
Only such certificates of deposit may be acquired as
Investment Obligationshereunder as are issued by any;; ban}:
or trust company which is a member of the Federal Reserve
System and has'a combined capital, surplus and undivided
profits, aggregating not less than Ten imillion Dollars
($10,000,000), which• shall mature, or which shall be,sub_
ject to redemption by the holder thereof, at'tne°option of
such holder; not later, than the respecti;ve,dates'when the
money will be required for the purposes intended.
obligations so, purchased. as,an,inve'stment of, and...any
interest -bearing negotiable; or non-negotiable certificates
of deposit acquired with, any money credited _to' any; such
Fund or Account shall be 'deemed. all times to be,,a part''
of such Fund or Account, and the interest accruing on,obl'i-
gations so purchased or on such interest -bearing negotiable
or non-negotiable certificatesof deposit and any pt rofi
realized from.such.investment shall: be credited to such Fund
or Account, and any loss resulting ;from -such investment -
shall he charged to such Fund or Account; provicded,. however,
that prior to ,the completion date of the Conventionrenter Garage, an,,, interest accruing on obligations p.:rci,ased %':ith
money cred-ite, to the Blond Service Account and `e Reserve
Account shall be det�csited to the credit of tl:�-,h::cn struction
Accollllt; provided fuij.— r, hov.ever `.h :t, ram} c-�::t as may
Otherwise be provlCied in this Trust Inden:ur' - interest
or pro -fit earned or realized on t-he R?eSeLve Act '..' .t, the
Redem,,-,lion Account and the Renev,, l and I:colacCe:7,e 1z Fund
r:hich Shal1 CaL,se. the amiouat IUI '_Qill J t0 ReGE'..rwe
f:CCOU%t,i:C1t;�t4Gt1 i,CCOUI1t O!" (:': 1:('nL\i%i_ a'. R�::O1c:Ce-
me'nt :'unc], a the case ma,., be, to C _c-d the u-,C'Ni:t required
to be on d'_" "Do in e:,ch such hccou:;t or rung z`--al1 be
cr':d i ted to the Revenue Fund. Tie Trustee or, :l tli respect
to the Construction Accoun"k and the GDAG Account, the De
oositary Shall. Sell at the lest price Obtainacle Or present
fOI r�:U'_:ulJtl�n any 0;71_gationS SO -chased Or Stilt i0r
IDdVlnc-J". aiiy Duch Certlflcate,s of I-Iepc it whi'ne'."E.r it. shall
:Jel SO t0 d 1 'G d 1 , lr �C i.; :1:(' any
O n ord 'L" to :J 1C It10, �=
payment Or transf ei"_ of money f roi-t) ar' such f'.Cc_ _ or Fund.
The Trustee and the Depositary shall not be li-able or
responsible for any loss resulting from any such investment.
8 4 ;.
ARTICLE VII
Particular:Covenants
Section 701. The. City covenants that it'Y,i11 promptly
pay from "the funds available therefor under the Trust Inden-
ture,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 in any coupons appertaining to said bonds, and any,
premium required for the, retirement of said bonds by pur-
chase or -redemption; according to the true intent and mean-
ing thereof. Such bonds shall be secured by a first lien
on, and pledge 1.of Net Revenues of the Convention'Center-"
Garage and, under c1.ertain circumstance, Pledged Telephone
and Tel egraph,ExcisIe Tax -Revenues, as provided in this Trust
Indenture.' The City, further covenants that it will faith
fully-nerform'at all times all of its covenants", under-
takings and agreements contained in'this Trust "Ind enture,`,or.
in any bond executed, authe.nticated'and delivered hereund"er
or in,,any
ay proceedings '.of the City per thereto.` Th`e
City represents and covenahts.thaitit is duly authorized
under'' the Constitution and laws,,the State', to "issue the
bonds authorized hereby and to" -enter into this _rust Inden-
ture, the I:otel Agreement, the i•;TC Agreement' and she Lrriver
sit1 Agreement and to 'pledge such revenues in the man-ner.and
to the extent herein set forth; that all actions`or. its oart
for"the issuance of the bonds initially issueu ne_eu u'er and,,
the eXeCutiOJ: and delivery of this Trust
hotel Agr eem.ent, the i\'TC Agreement and the U l_ v=I _ z
ment have been d'.:ly and effectively ta)-,en, a:-�C
bonds in the hands of the molders and o',,jners hr- _ _
will be valid and enforceable special the
City according to their terns.
, eru��
lne C:.`v co.enants and agrees that i_
of the convention Center-Ga raae shall. not ::E cj _c_- = tC I.DaV.
all or any :mart Or the CUr rent E::pGI1.;LS In a' `' 1 Ca_
or if the 1,et Ievenues of the Convention Center-G ce aid,
under Certain circuMstance, Pledgee} Telephone and
Excise .,ax :revenues thereof: shall not be- su: __ _e:._ to Via'.
all or any :.ar-L of p rincipa1, Intl L"<<st Ur r�:lE tI0::f M
: and to maintain reserves as r:cu red :ncerytI%
on any }�,an:
Trusty T_ncf=fatUJ-'_: ].n such f1scCil year, the C,'.� --_ c tC
lie deposize-. during such fiscal yea reC!'n17_S -
exclusive of ad valorem real or tangible personal pro.:_rty.
tax re:'enues and Gross Pevenues of the convention 'eriter
Garage, in an amount suflCi+ai1t, with other funds available
L
therefor, to pay in.full such Current Expenses and such
principal, interest and redemption premaium and to maintain
rese�- es and other Funds as re uired u;:de- this Trust Inden-
ture�in.such fiscal year.
The bonds shall not be deemed to constitute or create
an obligation or; debt of the City and neither the 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 principal of, the premium, if any, or the
interest on the bonds, but shall bespecial obligations of
the City p1.ayable solely from the funds provided therefor'
under this Trust Indenture.
Any and all obligations and. liabilities' imposed upon
the City,.,under :the bonds, this Trust Indenture, t,e,Hotell
Agreement, the WTC Agreement or the University„Agreement!
shall'' bepayable thereunder solely from revenues'; receipts,
proce.edsNand moneys derived bythe City from or,.in connec-
tion`with``its `ownership or operation of- the :`Convention
Center -Garage and under this Trust Indenture, the Hotel
Agreement, the t,iTC Agreement or the University Agreement .and.:
from other: moneys of: ;the City legally available therefor.
Section 702. The: City repr.ese'nts that,"it'has acquired
fee sple title to the sites on ,which the Convention Center-
Garage will be constructed and has under taken and is
continuing the construction of the Convention Center -Garage
and covenants that it`will'complete with all expedition
practicable the construction of the Convention, :enter -Garage
substantially in accordance with the pl'ans, ; specificatiolls,
contracts and contract documents for t-hie construction of: the
Conventior. Center -Garage, and otherwise in Coll for;-.'ity With
all (?GL li"e1TtG'ntS OF :il C1O%'-rni'ental Uti:Orities
ha-vingN]urisdiction t1hereover and this Trust Indenture.
The Ci z�y Further covenants that before entering into
any .construction Contract or incurring an,., obligatioIl oll`.
account of the coils tructin n Of the Coll`.ention'Center-Garagc
and before elltering 1ntO any contract Or incurring any
obligation tO acquire any equip;nent., Iiiachinery or turnlsh-
in:,s which %:,i.11 becoi�e a charge against the Construction`
Account or the I DAG hccount, it will soCure t}le V ritten -ap-
proval of 'uh Irchitect with respect to the Cony: ent on .
Center 'and/or the Architect with respect to the Parking '
Garage, as may be appropriate, of such 'contract or ,the
87.
incurrir,c ct auch obligation and of the plans and specifica-
tions to in anv such Con tract, 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 t;'L"ittel't apprO�'al Of Such
Architect; Iprovided, _that any such change may be made with-
out the approval of the Architect if the Project Director
determines'that due to emergency conditions it would be
detrimental t.o 'the "Convention Center -Garage or to the best
interests of the holders of the bonds.to delay such change
pending the approval thereof by.such Architect, and any such
change shall not ihL any event increase the cost of the
Convention Center -Garage by more than Four Thousand Five
Hundred i,,Dollars ($A F.500) The City fur ther represents that
performance and payment bonds in` connection 4zith contracts
for the _construction of the' -'Convention Center -Garage are in
force.'and effect and covenants that as to future contracts
for the construction of the Convention Center=Garage such
performance and, pavment'.bonIds shall be required by the,City,.,
in conformity with prac"tices anc., procedures'g'enerally
followed' in similar.` construction` work in the State, and
further covenants .that it will require each 'contrac,tor to
carry such workmen's compensation or employers' liability
insurance as may be required by law and such 'public li,abil
ity 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 Archi-
tect with respect to ,the Convention Center and the Architect.
with respect to the Parking Garage. The City further cov-
enants that, in the event Of anv 'de au' t under a fly Suctl
conti-act and the failure Of the surety Lo cCi;t::lete the
contract, the proceedS Of Such surety bonds '.;'ilk fortin"i'th"
ui�on receilDt of such proceeds, be deposited` to the credit of
the Consti:uc`_ion Account and- will be applied toa:ai:d the com-
pletion of the contract' in connection with v hi ch suchSul_:
bonds shall ':c'.`:1e tern furnished.
Section ' /03. `:.'Ile City further CU`:'enc?nt:i tIldt it
lll e;1r01:Ci its rj :h -S to and 1.It,2l:eSt' 1n alld U11der any
maintenance Or surety bonds or 19ar a nties rest?-ctii g, qual
ity, durability or .`aorkmanshi-n o,Dtained bv; the City in
connection ',lith the construction of the Convention~ Center-
Garage, or any part thereof, and all lbeneflts and,recover,les
Lcci:uing thr.'�refL"Oln shall be applied to `:` pairs and ilipI:ovQ_
I1entS Utiie CUII're1'ition CCIitLCr-�ii:r l(J?, Jr i;a�: :.)art tile 1:(20i,
or as other�•r:.se provided in this T."LlSt,Indenture.
88.
St,ction 7 04. The City covenantE tna _ _ -_-,,,ill not
Leto Jr 3utti'3r to be ^�'er'.t',:�(j lien, encumicrance or
charge.'upon the Convention Center -Garage or any patt of the
site upon o:?ich the Convention Center -Garage is located or
pon t}:= Grins i?evenue= Or Ne,t R C .-enut-s O� t:._ : Z,)%,entioh
Center -Garage or other revenues it ,derives from or in con-
nection with the Convention Center -Garage, Pledge Telephone
and Telegraph Exercise Tax Revenues and other money pledged
under this Trust Indenture except ;the pledge, lien and
charge for the security of the bonds hereby, upon. said
revenues and said other moneys ;and except as otherLvise
provided herein, and that, from said Gross Revenues of the
Convention Center -Garage and other, available funds, it will
pay or cause, to be discharged, or will mak or cause. to be
made :adequalCe.`provislion to satisfy ;and,discharge, within
sixty (60) days after the same shall accrue, ail, lawful;
claims and demands for Tabor, materials', supclie`s:.or; other
items which, if unpaid', might by law become c li`en.upon the
Convention Center=Garage or the site upon whch'aheConven-
tion Center -Garage is located or upon:,such revenues and said
04.i7er moneys; provided, however, 'that not, Inc �n this Sec-
tion contained' shall require the Ci` y 'to'pay,or,'cause to
be discharged', or ma):e provision for, any suca lien, encum-
branc'e or charge so long as the validity .thereof .shall be
contested in good faith and by,appr,op_iate TEgal proceedings
or, as .to labor and materials liens arising: cy operation of
statutorylair, so long` as such °liens, shall ncl_'rave been
perfected
Section 705. The City COvenan'ts that i.. ,:i11, for
the purpose a perfoi ing and carry1ng out e - ti_s
1m7OSed on the Nrchltect Uv this '-rust bythe Hote1 t:Cree111ent, the ill.. ., Agreement a,id``: _` 1Verslt\'
Agt" ei.eilt, 3 an,l retain during COnstructI.7:: Cf the Con-
t;ep' ivil?L'-G-11'ace an indt"'oe—r-,dr- t archite _ uL archi-
t•?Ct'.:'ra1 _`_ri.. "a..."inc a �avoL"".;.ble ti.C)n41 1: _ Or E:ill
and e: 1)r 1: lence In Such i;0r): and for ti.
causing to be 'pC.r fOL":d and Carrl-d OUt thc. IMIDOSPCa
Oil the �:CCv:Jlitunt u17::G'1: t}?is 'Tres': 1nde11. uL'=
fi0`_c:1 Ag'"Leme nt, the i'I'1.': Agreement and the Ui._l'ersltV
!.greC-:jellr, if anv, the C it`' will r:'=thin as ~}:.2 .CCOUn-
tant a ?'1L OL +clCCOUIl;di7t:_ }idvla' _:T.C•'OI :1})lc?
nat1U17ai r�_:,Ute for si:l"11 and experi%'nce in e work. The
t} })Lodz r �cllnlil'] _ architect
lilt..!?�;r COv''n,::cl?ts tut '�' ��..'. L' ~ c-
OL" c:L"'1?;.t( CCUr 1 1:ir:M. cis i:: Ch1ti:C`
Trill Of -ccC)Ul7ta nts, oth;_.r than P:..aC.,
CO., as the Accountant under this Trust Inder,.tur-�, it w id I .
notify the 'Trustee in ti'rriting of its intent` to re) tai'n such
89.
other .rc;.it�_c�s or acccuntante =t 1---St thirty (30) days
ar?'cr t'J �UCi: ?T,:DIOVmC';It. suc ?^1 I:)%,I nt :hall become
•
effectiveafter the •expiration`O.L such thirty ('30) days
unless the Trustee shall within such period notify the City
in v,,riting of i` objection to such e;-:�lo'• ;7e;�t on y the basis
that such Arcilitect or T�ccountant, as the+ case may be, is
not of -a favorable national repute for s}:ill`and'experience
in such work.
Section 70'6. 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 WTC Agreement and the University
Agreement, if any, retain such consulting, parking, struc..
tural or traffic engineers, or feasibility or management`
consultants, or arch'itects:as it deems necessary and appro-
pri'ate for performing and' carrying out such duties, each
having;a favorablenationalrepute for skill and experience.
in such work. The City;further'covenants that before:
retaining any Consultant for any purpose requiredby this
Trust- Indenture it;will'not'fy the Trustee in writing; of its
i ritent to retain such Consultant at least thirty '(30) days
prior to such employment, Such empl'oti-ment 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 is'not'of a favorable national repute
for sl:_J 1 and ex. perience in such v:ork.
section 707. The City covenants t.,at so long as'.any:
bonds Shall :fir outstanding it 11 crc—aze and maintain.-.,oi=
fives or agencies -where tale cou:70n bon;.'s and C0uuons may be,
lJ1""h_SLi _ed for payment in the City and State Of }qew York, in
tale City OF- Chicago, Illinois and in The City of Miami,
Florida.
S' ction 7GLi . T"1E_' Clt',.% COven::nts t;la _ JLl1"ing '"he` Con-
5trl!CtiOn Of CO^,ieilt1U11 o1" and Ua1'L
thereof, it .:ill cause the Cunventian Zentel:-CaZage t0 be
insured a gain: t_. loss 01: damage as a rt�Sult Of fire and those
other ha zirds ordinarily insurer', against under all "All Risks
Cover:Ue" build- r' s r is}: lll:,urallce poll- c'.', including, anibng
other .hurricane, hz-,z ,rdl:nC} flood, on a
"Corm jr;'-Ud Va ILI t L'O=" i.1SSU(-2G 'DV all 1f1Su!',':InCt: Co .)c II"
a;ut} c_ _,.mod _. d. i)uSi mess il: the tatc a_ Florida SuCh
inSUra:lce S1:u11 be in an amount SuffiCi::nt to nreven'L the
Citfrom being a coinsurer and shall be maintained in .an
90.
such amount (not excee;: i.nc t;le then repi nt val-
ue opropertyinsured) a s is available;
(C) sprinkler leakage insurance ':. i th a limit of
not less than $ a`nd a deductible pro -
Lision not exceeding and insurance
coverage of boilers, pressure vessels or similar
apparatus, auxiliary piping and selected machinery
object (pumps and compressors), if applicable,".
with a limit of not less than $250,000 and with
deductible provisions not exceeding $100,00Q;
(d) comi�rehensive general,, public liability".;
insurance for premises and"opera,. on"an occurrence
basis, including but not limited to. coverage for!"XCU".
hazards, independent contrac1.tor`s, products,and
ted operations and contractual 'and personal injury"
`
liability with limits. of:-,not:,,less than $10,000,000"for
personal injury and for property damage; and,of"'not
ess than $1,000,000 per"pets on"and''$3;000,,000 per
occurrence for injury to persons or death, or for
proper ty',d amag e
(e) comprehensive automobile liability"insurance
for, Convention Center -Garage vehicles only, on.an occur-
ten"ce' basis"r;ith limi ts" of not :less` than $1 000,000 per
ne"rson and $3 000 000"'per occurrence for personal"in,!
jury, injury to parsons or death, or fort"property dam-"
(f) n' s co;lnei ation insurance as required
s „
;
or pe��„it ed i�'y tie l-ws o= the tat_aa d
(g) use and Occupancy or .business in'-erruption
insurance covering loss o= revenues of the -City
'� reason ,r,f the tot.:? ar partial sus�,J�:1sion of, o>
is err u.ption in, the OCpe ra` ion O' thE' �Qi:VGn tlOil
Center-v:ara"Ie Caused 'j% ala:�lc`:ac to Or desti:Uctici: or anV
^�aL"t Oi �l1'a' COi"i': GntiOl'l �G1l:eL'-li�.ir�:�C' CciUS�C: ��. any
peril insured aginSt hereunder, co%,-,,:l.n:� c: peI:Iod Of
ai
SUSpensioll Or intC rrUj?tiOn b,' reaSOn Or Such damage.'
'lot�;itiastanding the Eoreaoing provislon^ of t.",is
Section, at any time such insurance to the e::tent above
required i"s not reasonably obtainable, whether as to the
amount of such insurance, theriskscovered thereby or the
is_or.s tile, it ',ill. not cons:itate an
event of default under the provisions of this Trust Inden-'
insurance be to
ture if the City shall cause such to carried
the extent reasonably obtainable.
Section 709. The City -further agrees that each insur-
ance policy required by 'Section �08 hereof (i') shall be"by:
such insurer or insurers "as 'are financially responsible,
to 'the respective insurance in .the State. and
qualified write
of>recognized standing,'(ii)' shall be,in such form and with..
such provisions (-includ;ing,without limitation, the loss.
payable clause, the; waiver of subrogatlon clause., ;any
clauses ng the .insurer of. liability to the extent.o'f
minor clai;ns and the designation'of the named assureds).as'are
"'of
generally, consdered,st_andard provisions for..".,the type
nd i)shaill ohibit canceil"ation,
insurancenvolvec]"a(iipr
termination or`modi`fica,tion by the insurers without at least
thirty,(30) days' prior.written;notice to the City.and:the
'the
Trustee. ;Isithout .1"imiting the of foregoing,
"generality.
all insurance colic carried"pursaunt to clauses (a), (b),
(c) and "(d) of Section 708 11 above shall name the City' the
Trustee,..the"Hotel Developer, the Dade Savings and the
University as parties insured thereunder` as the respective
interest of each of such parties may appear, and.lbss
thereunder shall be made -pay I able,shall be apd_roved and
shallbe applied, as provided in this Section and in Sec-
tions 711 and 712 hereof. Each such policy shall nrovice
ti:a-' losses thereun,, _r shall oe adjusted �':ith the
the- City,`':-�ce,_,t that any moss exceeding $0,t000 shall be
of t}:e
a_ justed b,� the City t;'ith the prior written an_ -oral
Tr ns _ecl and :hat th'2 TrUS tee= Shall' not be l: ai.l=_ Or t!?_
:f �tiullS the.:eun ler All 1,iSUL"dilCC ^O1_C�aS
J(e)
CaLriC'd 'DUI:SUanz- to clauses r (f) and (0) Of Section 70
a^7': r :Sil%ll u1.30 1f1d1Cat2 that ' Clt:'' a ld the Trus e e,c �e
O�4c:.eC: tj-ereunder as the res�De:ctive+ interests of Fact': of
such par ties may appear.
Secr iOn 710 'rile ':proceeds of USc and occupancy :Or':
business interruption 'insurance sl all be eleemed" Gross:
R;2,VenuC•S Of thC. Ccinvention 'Ci nter-Gc rage.
SeciLion 711. All ;insUrWlCe ;DOl1Cle5're�'-L""
this Article shall'be- open at all reasonable" times to"the-
93.
and tO :f' :ice �lc?d `0 the 'note, I'Bv eloper j Savin•'js an d+
Th iot� 1 Deg 0n�r, lade Savings and the
rie J v re e _
Uni ersizy shall adv.ise the City t,'he her the plans and
SpeCifiCatiOi7S are COnSistent �-.�th the p1anS, SpeCiflca-
`�Or 8 -.n G' OL t1rG CCII 7r_i;tl'Jil Center -Garage as
origi, lly_approved by such parties, '�r .ich advice shall
not be unreasonably withheld or delayed.
The City shall cause the plans and specifications to
be modified in accordance with the reasonable advice of the
' Hotel Developer,, the Dade Savings and the University.:.
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
bursedr=by the Trustee for such purposes, -such .disbursem.ents .
to made in, accordance with" the provisions of Section:404
of .this,Trust Tnden ure `for payments `from the' Construct>on'
Account the extent that such provisions can appropriately
be'made applicable thereto;:provided.that the Trustee may
permit the.City, to: expend any.of.such insurance proceeds
forsuch _purposes in conformity with" the 'pro��isions hereof'. .
If' suc proceeds are more than sufficient for such purposes,
the balance remaining shall `be d'ei�osited to the credit of
the sinking Fund. If such ..proceeds sha11 be :insufficient
for such purpose, the defici.ency`shall be provided (i) by
the Trustee,_ upon ,requisition of the Cit%7, frcm any money
held for ,the credit of the Renewal and Replacement Fund and
(i-) �. % the IC t", from any other' money of: the City legally
air i 1 1 cV t , r• = 0r (C ^:cept ad valorem_a:-:e of Leal and
personal taI,,a p1OJerty) IIl the e `Il` It is 11eCeSSary
for t,- cit%- zo _=rO`: ide for Such; dC'f1C_ frcll Other" i?lOne`.j
OL tt:e it's, t.'''3 City shall depOSi t iT1OI in the ai„ouilt Ot
suc?-iC`icl-iC'' 'zo theCred4 t Of t:70 Cc:• Etr -C-- Oil 1CCOUiI`'
�O' C' SOU1:sE:i 111 accorl ance 4; i th the _„: 10il'3 0
r. .
_ O^ 40' J t:.' ?'L"USt .a rc—:' -mcL llt '_C :J' CO C �rla?11C ('i^, 3i:t O
t;;� "� ' aCC:. _;'+ L"ei7 1L" Or 1 ^J;l� L"Ul J? In the event
�UCn' _ .SU ti.il: C. OC'7 GS, tO jC Ltil+_r �4.'1 Lil otI'er i?loneV' Of
J J
th C _t uVc l_:_? '�C� for SUCK pU::i7Ose al E: I!s ::-:i.clellt to
co:I.�l =te the rc•;::_acerlent, repair or :.ecbnstruc _ion of the
_ i r, ye r ? r'v.� t};:a. u:1-jaunt of any
lc:�t� C:c::?:;�:C��Ca :�:: .�_StrO� d i7 O�(_r �l _
t�l- iiOt�l iJ''�C'l. 7C'L", Qcldi
�� `::. £:l".: .' J1" t?'!f1 �li'l.lvCLSl tV , in til+' '"• t llt such iw3LII:anCe
cI- 1•:ltil all. Otil+'r l"• 1 tii;ll`% ava aI71(?"'
."Or :I 7Ur:7< CS, i1" iIlsuff.-icl.r_Il'' tO Z:31m•' 'tilC i:C'i71c�CC-
.�iy.-, ,' i.':1L' OL" i"eCO?1StL'LICtl��n Of- tile lost,�d .icIged or
UCStrOyed proiDe1"Lv` to a degrr e willcil In the Opinion Of the
Consultant retained for such purpose expressed in writing
95.
and f ilec. zn the TrUls^ ,' t 1r' i -y , i,Ile otel Developer
Dae �a n:;c, d the Univ�rsit'�, .:ould result in the City's
deriving revenues from or in connection with the Convention
Center -Garage substantially equi.'alent to the gross revenues
;,a-: e been realised i the even- suchloss,
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 hereof of all bonds then outstanding`` and
then, to the extent such insurance proceeds are available,
for the paymen of all other obligations' incurred by ,the
City pursuant to this Trust'Indenture.
Section'713. The City,covenants,that it.will cause
this Trust Indenture,•and any.fi`nancing:statements; 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,. he holders and
owners of the bonds and of the Trustee hereunder,
The City will cause to be delivered'+to :the -Trustee
every five (5 ) years, commencing in flay, '1985, ari opinion; of
counsel for the City to the "effect.that' this. Trust Indenture
and any necessary financing statements and continuation
statements, are filed in such manner and in such places as
provided or required by law in order.ful'ly to perserve and
protect the security of the bonds and 'the` rights;of .the '
holders and owners of the ,bonds' and of the Trustee under
ti:is Trust Indenture and that no' further instruments' are
reauirea by la';: to be c..ecutea,: recorded or filea to 'pre-
serve the security of the bonds.
Section 714 TiIF- i7ot-el tic;reenl il`, the Aurpe;nent
and the Un-Lversity l grE- ement, -duly executed counterparts
of 'rihich hat7e be•2n filed with the Trustee, Set fort' I tale
CQve'.lUC1t:� cIltl C:iDl'',ationS C7f the i'v ,allI the D'evel-
o:�_�" th-e Ci ` and Davie Savings, alai t!ie Cit,, aznu tn�-
Uli iv rs i tv, _ es;.)ective1v. 2=_cr�1c_ is heLei)v lade to the
Hotel Ag2: __:i,ent, the I%'TC A g z e Tri :nt and the Uni%•ers I ty Agree-
menu for a detailed sa-tement of the covenants and�obliga-
_
tior.s of the_ hotel Developer under the Hotel areement, of
Dade Savinc 's under the WT'C I:rr c:;,e:1t, and of the University
U:1C1e'r thI2 University isgrC'C:ment. ':,j%e City auiQes that the
Trustee in its name or in thc- name of th(- City ina%, enforce
CuL :uant tU tilc_ C] -v' s L-, s1.-ji,IC)L :?C iiC t' It/
L' i0 I.."TC: AC1rC.emCllt a 11C1 the Universit,' L"e^:nCilt to t:lr
Trustee under Section 723 of this Trust Indenture, all
9G
i
m
Sucn _�Ud •.. r,2, Jr _ shall slate ther lniJ lags '/ - -il i.0 COL1n L_
as to ail-atr.��r the moneys receiveu b; of 'or the City and
the Trustee under the provisions of this Trust indenture
duringsuch fiscal year have been applied in accordance
T{'us" Indenture.
The City further covenants that it will cause, any
�the on.
additional reports or"audits relacing,toConventi
Center-Garage to be made as required'by law and that upon;
request it will furnish >to.the Trustee,.the Hotel':Developer,
Dade Savings, the University, each Consultant retained
to perform duties •as required by this Trust Indenture
relating to the finances of the Convention` Center -Garage
each bondholder of, record quarterly. unaudited financial
reports coverina the matters. required by this Section; and ". .
such other information concerning the Convenion-Center-
Garage . or any , part__ -thereof , as any 'oaf them-. main reasonably
request.
Section 720. The `City`covenants that,' e::cept as in,
this Trust Indenture otherwise permitted, it will not'sell;
demolish, remove, or otherwise dispose of or encumberthe;
Convention' Center -Garage or anv part .thereof; or'permit" the.
Convention`Center-IGarage, or any part thereof to be sold,'
demolished, removed or otherwise disposed of''or encumbered.
The City may, from time. to time with the approval of the
sell such rights in land or other portions of the
.Trustee,
Convention,'Center-Garage as the City by resolution deter-
mines a!- no longer useful in connection with the operation
and ma�:1 ;Hance tiletec= for the purpose ir.teraed in addition
to such air rights, easements, -licenses or Ot'_.er s' mi lar
rights in la1116 necessary for SUCK construction, c _oration or
rnaintenance, uron ally sale under the prOVISi ells of Is
Section, t11e Cit•.r s:.all notify' the Trustee of the property
to be sold and t11e amount and disposition o� tine proceeds
thereo:: anf— sh.a.11 _il- With- thF, 'TrustG!n all cl .._On of
COUrSG� _CL _1 c- 1. it•�i stc.:'in- that .''such, sale is =:L_thOr: .eCi by
and t ra':'isior.s o_- this `Trust Inden'Cur:' The .-)ro-
ceF_'� ds of ansuch sz;ie , rel.i i Hi.rg .,t(21: -01" the
Citv's Cots in connection tll, shall be deposited to
the+ cr_c?� t of the 'Sin},i.nr pun,: or t}1(�• purchase and :redel�p-
tiCn ArtiCle III 1101:(f'Of U_ c1nV 1)()njs then
0 U t 0 t a :.:1C ,
11(Is, str u C cur , illtnrovel,10nt _ , "a C":
Ot?'Or property c11 sl. 4.
I be cc:,IStrUCtt?d,
olaced or installed in or upon tile. C:ollvelltlon l_enter-Garage'
as an aat diion tci
0, or s a substitute Or, Jr in the r
ne;:;a�,na or replacement or, anv buildings, strut
lures, improvements, machinery, equipment or other property
constituting part of the Convention Center -Garage shall
thereupon become a part thereof; provided, hciever, that the
foregoing requirement shall not be construed to include the
Hotel or the World Trade Center, or any improvements,
machinery, equipment or other property constituting part of',,
such structures which are not part of the Convention
Center or the Parking Garage.
j The City covenants and agrees that all of the proceeds,
not otherwise applied in conformity with this;.Trust Inden
ture,- which 'it `shall 'derive `from any insurance .carried on
the Convention Center -Garage or fromany-to}:ing or damaging
of the Convention Center -Garage, shall be .deposited to the
credit; of the Sinking Fund for•=tlie purchase or redemption
pursuant to Article III hereof of any,bonds then outstanding.
Section 721. The City covenants that it will not
suff?r, 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 cancellation,`of the Hotel Agreement, the
WTC Agreement or the University -Agreement except in actor-
dance with the terms thereof; that it will fulfill its
obligations and will require the'Hotel Developer, Dade
Saving and the University,'respectively; to perform
punctually their duties; and obligations under the Eiotel.
Agreement, the tITC Acreement or the ,University AgreementTC
and Sri l otler,,aise, administer the Hotel Agreement, tine .W
Agreement or the Univeristy ;%9reel;ient in accordance with
their te,-ms; that it �-All proi�-ptl'•.' notif'•+ the Trustee of a'nv
actual or alleged event of defau?t under or breach of the
Hotel I�greement, the V,TC Agreement or the University' Agree -
of vlilZCil it is apprised; that ill the eVvent the Hotel
Agreement, '' tile.'Aareement OL" t;:!_' Un'j'Lcli':' A3rEeei-,I3nt
S?lall` be tClrilZ..ratc?C: or cancc-il��d t 1T111 ta.-;e OrOMPt and
L'�aso nai�le action to assui-^ tilat the L'i_,hts_and inter"CStS' Oi
tile bondholders art? adequat(-AJ protected. The C1tV coven-
ants that it will not agree to all,., modification or alter-
ation of, amendment to, or change in the hotel Agree-
ment, the "%"TC Agreement or University :arced, ontunless it
shall receive and file with the Trusts'=, in forIll and Sub-
stance satisfactory to the Trustee: a Certificato Of'
the COIISultc:nt r-atc.inC,'d for such purpcse, as to
form and su'.-)stance by the City i•ianciger, %O tile .effect that
`lhe case ma�.' be, and under this Trust Indenture will not be
are ;udic�d nL imoaired 1,v sucn :)ro;:osed modification,
alteration, amendment or change; and (ii) an opinion`of the
CitV Attorne;.' to the effect" that the proposed modification,
alteration, ammendment Or. chance combl i e5 411 th ti:� prot'i SlOnS
Of ,the Hot-1 Agreement', the WTC Agreement or the University
Agreement,; as the case may be, and this Trust Indenture, and
that it is proper for the parties to the Hotel Agreement,
the WTC Agreement or the University,.Agreement, as the case
may be, to execute such modification, alteration, amendment
or change
Section 722. The.City covenants that none of the
Convention Center-Garage.orGross Revenues of the Convention
Center -Garage `or pledged Telephone and Telegraph Excise Tax
Revenues or.anv other money pledged under this Trust`Inde`n
ture"will 'be.used for "any purpose other ,than as provided in
or,permitted bv. tN;i s .Trust `hndenture, and no contract or
r contracts will'be entered into or any action taken which
-'shall, be, inconsistent with he provisions of this Trust.
Indenture The City covenants that it 1has the rightful
power and ,lawful authority o pledge the Net Re�ienues of the
Convention Center -Garage and the Pledged Tele_chone and
Telegraph Excise.Tax Revenues.
The City covenants that all of the Convent-0 Center
Garage and all of the'Gross,Revenues of the Convention
Center -Garage are and will continue to be, free and clear of
any and all liens and encumbrances (`exclusite Of. this Trust
Indenture and except as o`,her,.Jise :provided in this Trust
Indenture) of every nature and kind, and the Ci y will at
all times Maintain and Ureser-v the 1_=ns and -pledges
thereto grante i under this Trust Indenture as herein
provided The City covenants that, exCeiDt as o _ ler;rise
orr-ittc•d in this !-_.rticle, it will not sell, Cemolish,
r-�f^.ov Or 0�17� `;.'iS'� u1S-��s:: o`_` Or Cncu::'.be t�.� it\'�3ntiOn
C'= i1 ` �� r -G a r i:; C_ O r a i 1'J l:i u L 1 '" ' r � t O' � _ •, -t �.h�:_c.c�, o cr.e�._ _ su fC-.r to
be created an , 11eilor chairge against the :Cow, erzion Center-
'Gu. 11�, Or ail part thereor, exCe��t 'a per;llia�'3 this
Trust Ind•nture, or perT,lit the Convention Center -Garage, 'or"
an': dart thereof, to b-a sold, demolished, remcvel or other-
wlse dis ,osc-d or or enc0m..beL-ed or permit, do cr surfer ariy
act OL" tlllfl whel.-ei)v the Convention :enter--Gurace Or its
operation mJ-.-:ht or could be OrejUdici.;11,; affc-cted.
1.11 pLC.Dray and 1:1g1jtS of: i'.i.ndr���, personal
or mixed, ;tang ible'`or intangible, tdlicl) may :DC- `acquired.
by the City with the proceeds of any bonds issued under,
Sections 268 and 209 of this Trt:st 'Indc1-1ture, s:1':?11,
ii:,:eCJlat� Ui:Cn tn�� aC:,U:.�1i�Ci:=Il'�rtoL' cYIiU-withCu` any.
Ur^Linstrument,instrument, become _part of the Convention Center -
'"Garage. The City, at the request Of the Trustee, ,,ill do,
execut`, acl:no�-.Iedae and deliver, or` trill cause to be done,
e cuteci, ac::no,•ledcec and deIia--re_d all such ttl i.�S wild
instruments as the Trustee shall deem necessary or desirable
for the effectuation of such result mentioned in the first
sentence of this paragraph.
Section 723. The City hereby, gives,assigns and
pledges to the Trustee and the holders from time to time of
the bonds, as additional security, Lor the bonds, the Hotel
Agreement, the t�TC-Agreementand the University Agreement.
and all of ;the rights, powers .and prvileges'and iinmuriities
of the City under the Jiotel Agreement; the WTC 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 conformitv'wit. the;
provisions of ,this Trust Indenture., particularly .Section 714'
hereof, the per Hof 'the obl,igation`s. of the .Hotel
Develober under' the, Hormel Agreerent, of Dade Savings under. `
the •ITC Agreement and of the` University under the'Universi,' y
Agreement.
Section 724. If any public authority or entity in. the
exercise of its Ipowers of e m ii nent domain or condemn=tion
power or through the exercise o`'any. right or obligation on.
the oart of any public aUthorit'.•, or as a result Of an%
aUi"ems ^,ent l7�'t'r:e'.n the �.It andSa1C Oublic aLithor `' wade 'in
lieu Of COIIdGminatl.Jil 1,roc 11^-, tai s or damages l
'Cori. ent on .r'.en :er-Garage, or any part t}lereoi., L;lt?Lc SC=11
be nc abatemer:t or reduction in the Principal and Interest
T eC:U rGmeflt5 a _:l'le b; the City and the city shell t }:e OL"City
C-Iuse to be tai:en, pr --npt and a- „"o")r. -.tC ilG'a UraG =0
Dr.�tGCt dnCi r_';:_ :'_" i �t:� ic' lt5 l.nt�:-c :s ana
Of the Hotel ? _: G1 :"�' Dace t" 11C{:= , =11e �n1Vl' Slt' : nU ' he
Trustee ln_CO:'::'=CtiOI1 tt'. any cc,il:iE':.:nation : roc;'._::`, all:
L'l,e'Citl' S}1a11 C000L-Uai:t. Wi th t:'.P iiot':1 De ", Dar e
Savings, the �i111V�_1"yi?" .n: ti1P_ `?'1:U5ti C' in thP. prot'action'of
their nnutuc:l ricilitS and inteL"GStS. PL"C^L)t written nc--ice'. Of
u11'I tut:ln<j OL" a CI1nO Of Il': ilc:i"t OL' ZhO C CIlV�311t1C:i " GIlt41
Garage or of.an-y Ji tl.Cl�tl noticr- th(?rGO'3.- Or Of tht? iiiStltU-
tiOn Of any proceedinc; thcref0�-" .01! al -IV LlI}:11C i.nstLume--ntal-
itV, L"od% a-I(:•nCv cr O_11-4ceL' si,%.l 11:ie. _iVnn tO tI:C 2 c Yoe
and. to tllc Ot iE't intGr_St -G i�c: jS i inn 1?c:Ct\% f l S =
informed thereof.
102.
T1: net proceeds of any ,3;a„;:i or comp,_ saLion resulring
froln any partial taking (Jr (;ama�i r, (bino the total pro-
ceeds thererom less all reasonable and necessary legal and
other: costs and incurred by the City in connection
t'rith 'such "ta):ing or damaging) shall be disE�u::sed 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
'
written notice of the repairs, replacements or improvements
proposed ,to be made shall be filed with the Trustee and.
shall be mailed to`the'Hotel Developer,<Dade Savings and'
University, describing,:and estimating the costs of such
repairs, replacements or improvements, and being accompanied
t
by such other, pertinent,informa ion as may be required by
'
the Trustee, the HotelDeveloper; Dade Savings and the
University. Such disbursements'shal'l be made in accordance
`
with the,provisions of Section 404 of this Trust Agreement,`
for payments from ahe Construction Fund to the extent that
such provisions can appropriately be made applicable thereto;.;
provided,`that. the Trustee may permit the City to expend any
Of such.proce ds for such ;purposes in conformity:with the
provisions hereof. If such proceeds shall be insufficient
for such•purposes. t,e.def 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 anv other money of the City legally
available: therefor. (except', ad valorem taxes on real and
personal tangible 'property) . In the event it is` necessaz-y
for the City to p_-Ovide for such deficiency from other money
of the Cite-, the Citv small de,,)osit monev in the amount of
such deficiency to the credit of the Construction account
prior LC 0= the replacement, or rCCCf1-
st,.UctlOn. In the event such net proceeds, toce�ther with
all Other money 0, the C1ty available for sucli :1Urpose, are
insufflcl_nt to coinplete the re'UI:lceIII ent, '":_%u1r or recon-
struction of .01: t :2 _i;1OUnt Of
aniC1:I'!cf:i 1je 1:;n C 3 e1✓1Jf?L'r, Dade.
Saving undjor the University. If such net Iroceeds are
1101.-Z� thail SUf fiC1@ilt LOr SUCK 1�Uri;:, ;eS, the balancE?
-
ltlg Shail be depo.-itto t;ie cr(-.-cjj., Ci the C:J:.:lliC� Fund for
the purchaso or rod eugption pursuant to Article •III hereof of
any b0nC]S their Gutsta1)(1iny. In thi' event such net proceeds, '
4iit11 all other: IrIclic-V li gl:].ljv avail':iblO for SIIC}1
ose,S, V re' 1nS'ai F1C1enL t0 CCJIl:>l.i'te' such L"C:?Icier+meat,
Pro'DC.-rt'•.
dal; aged tO a de'g': eC' tti}?iC}: in the o_I-' i nion Of tI:G consultant
retained for such purpose, expresses] in writing and filed
with the Trustee, the City, the hotel Developer, Dade
103.
Jav1nGS and tl�_' U:,iviers ty, Would eSui iri mile Ci �`,7' 3
deri`: ina .-,avenues from or in connec`icn ,°i �1, the Convention
r Center -Garage substantially equivalent to the gross revenues
which would have been realized in the event such taking or
d:m=a_ng ha --not occurred, `said net ;.rode s shall be
deposited with the Trustee to the credit- of the Sinking Fund
for the purchase or redemption pursuant'to Article III
hereof', of any bonds theni outstanding and, to the extent
such net procoeds are available,` for the payment of all ,
other obligations incurred'by the, City pursuant to this
Trust Indenture.
et T C L E VIII
Remedies.
Section 801. In case the time,for• the payment of any
coupon or 'the .interest; -on any registered bond shall: be
extended,''whether or not',such extension be 6y or with'.the
consent of the City, such.coupon or such interest so ex-.
tended' 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 out and of all coupons and interest the
time `for the payment of which shall not haveibeen extended:
Section 80Z' Each of ,the fo"llowing,events is hereby
declared an "event of default", that is to say, fo
(`a) payment of any..ins"talment of interest on"
any of th:e. bond s shall%not'be made when; the same
shallbecome due and payable; or
(b) payment of the ":pr,ncipal or the redemption
Premium, if any, of"any of '.the bonds shall. not be
"
made '�tilhen,i the same shell become due and payable, either,
at maturity or by proceedings for redemption or other-
'""
aise:or.,-the total: amount deposited -in any fiscal year"
to "e credit of the:Redemption Account under the
"
oro;°i`siom of Section 504 of this Trust Indenture
shall: be"`less; than the �morti:zatiOn Recruirem��nts
for such 'year; or
(c) the'City shall unreasonably delav'or Lail
to Carr,; "or. ;Tit). reasanab'e dispatch or abandon
the. consaruction of the Convention Center -Garage; O,r
(d) t;1e Ci ty shall for any reason be render ed
inc _a ,le o` Lu1fi11il,q its obligations' hereunder; or
(�) c IiV substantial part Of the COn��ention
f..
Cen -er.-Garage shall bo destroyed or condemned to the
e tc1itig tl, efLici_nt operation or useful-
ness o` the Convention CcnLcr-Gairaac anci, e:�Cent as
oth,_r�: i c. r.�ro:•i.ded in Sections 712 and 7?<� of the 'Trust
Inc _„tint:, s:,G11 not b� .n-o;,r t1. epai -eci , re,-)IaCeJ :or
recon truCteci (whether suCl: failure pro.,,_Dt'_y to
re -place,
repair or reconstruct the same be due to the,
impracticability of such replacement, reOair"or're-
cOIlStruCtioll Or to lack Oi funds therefor Or for: any
other rea cOn) ; or
10�..
the City shall default in the due and punct
Ual er`oratance 'oi ant/ othe- o; . ne covenants, conditions,
agreements and provisions contained in the bonds'or in
t his Trust Indenture Or any agreement SL'pplemental hereto
0n the :Dart I_ mile . 1 �• t be 'J L f 'r 16 , Gila' SUCK deJ.
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
suchnoticeat the written'request of the holders of,,
not less than ten ',percent (10%) in aggregate principal
amount of the; .bonds hereby secured and: then outstanding.
Section 803. Upon the happening of any event of
default specified in Section 802 of > this article,' then, and
in every such `;.case the Trustee "mav, and upon' the : written ",
request of the holders of not less than fifteen percent
in aggrega"te' pr,incipal amount of. the bonds hereby
secured and then outstanding shall,'by a notice in wilting
to the City de-clare the principal of all of the bonds then
utstand ing ( if not then due and payable) ,to be due ;and
pavable immediatiely, 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 not.ithStanding; provided, ho;.ever, that'if yat any
time after the orincipal of the bonds shall have been so
declared to* be due and _oavable and before the entry of final
judgment or decree in any:+suit, action or proceeding; insti-
tuted on account of Such default, or before t- completion
Of the enforcement, Or other remedy under thIs Trust
Indenture, n,lone'v Shall^ha'Ie accuitUlc _e` in the S1nY.1ng Fund,
the I:ene,::al and cunc?, an �i r' S�L" 1 1S ��UIId SUf-
fici_nt tonc_aal ored (not through'
SUCK deciaratlon) boil- a-16 a, 1 arrE'cL"S Oi in -erect, if any,
upon all bonds then ou s--anding (e :C nCiID 1 of and°
bonds ;got h' clue b" =-r =•:;,_ i:�� _ �� accrued
Onl Suc:. DJnC.: Since t.._ _ a s t :11i.O1: st _t .:a` ), and '.i1C'
c1harges, CC;`t:DeIIsatiOn, _. _-)ensues, dis:ur-see:._.nts, advances and
liabilities o_ t}li and, all -0t:_.C-'_ n;i0U:1tS then
t;lr C ty C11
h':U:ldeL" SI:%il I:G':' I:r�_'i1 S;C] or a SLIM
Sufficient to SJc""y tile Same Shall }lc..ve ..='c311 GC'1:'OsJ ed wl'th
the Trustee, anCS C'v_r`•i. Ogle. U' f_" It t: :O'.;'I? tJ t};C? TL'UStce In
the UI�S�_L`.'3;1ce Or E��rLO "'anC�: Or any Coven :lit, condition 0r
agreement contained in; the bon.,s or in t::;s T::ast Indenture
(ati�'_r t}:.::� U ci_L'�:ult_ i.:^, thy_ a ::,er:t. c_ _l: ,r :,C pal ot:
such I�a.^, 's then dUC' JICiiUSV U`_ ,.. .:ie..._laru ion UIlC�e1" 't}115.
Section) shall have been remedied to t e satisfaction ofthe
Trustee, tarn and' in every such case ,t}:e Trustee ;nay, and'
108.
uCon_ the !,Vrltten r.?aUeSt 0.0 tlic nOldE'rS'OL nOt less than
t,ven ty vc p��rc�ant (25) �'n aggregate principal amount of
the bonds hereby secured and then outstanding shall, by
writtennotice` to the City, 'rescind and annul such declara-
iotn+
11 'wild is `CosequellceS, blt n0 sJch resc-LS CS ioil or annulment .
shall extend to or affect any subsequent default or impair any
right consequent thereon. The Hotel Developer, Dade Savings
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,.threatened' default) specified in
clauses 1 (a) to (o) -inclusive, of Section 802 of this Trust
Indenture.
Section 804. 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 pro
ceed,`and'upon the written request of the, holders of not
less than `ten percent (10% )' in aggregate principal amount; of
the bonds then outstanding hereunder shall proceed, subject
to the prov s ons of Section 902 of this, Trust Indenture,
to protect and enforce:.:its:-'ights arid, the rights'of the
bondholders under the laws 'of he State or under this Trust
Indenture", Hotel Agreement, WTC Agreement or Cniversity
Agreement`by such suit , actions or'special proceedings in
equity or at lac.:, or, by proceedings,in the office of any
board or of`:icer having jurisdiction, , ether �or- the speci-
, iC UeL"f01"ilanCe Oi anV COVenant Or agreement contained
herein, in tiler' Hotel f:='iree`ent, the ."?TC Agreemmei or In the
UniVe rsi'tV ArL"eelilent or in ai6 or execution o� any '-p0 J.'L
in the ��`�IC , gevent or in
Hotel- �;crce lent,
herein or inJ tile
the University'tigreement granted or for the e ,�OL"ce;�ellt Of
any, proper legal or equitable remedy, as the Trustee, bcing
advised by coUnse1, shall Gz2e,,'m.0st effectual _C ;?rOtt?Ct ail0 i
enforce such ric,nts.
In th< cn�,:rcement o- an rem under this Tr us
t ISl-
6entuL tllr;,. ':,rustee shall ;)e entitle- d to su!_ LJL--, ei'SiOrce
payment of and receive any and', all amounts 4- -n or `during
an'! di Fault b"coming, andataW,time L"Cilainin.1, due from
t ile Ci',.'.y for I:�r lnClj-!, lil'�.e rest or other%. iS�c 'under anl. of
thcpravisioils of this 'rl:ust Indenture or of the bonds
cand unpaid, -,•lith interest on overdue payments Of principal..
or interest, at the rate or rates of intC1:0 F,t S: -,CJ J.�c0
in such bonds, together %-it!) anyand all cots alld e::i?enses
of collection and of all. proceedings hereunder and under such
bonds, without prejudice to any other right or remedy of tile,
109'.
dares upon which such bonds became due and payable,
and, is the amount available s'nali not be su:ficient'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 inte�-e t, ratably,
accordingto the amount of such interest due on such
date, and then to the ,payment of such principal,'
ratably, according; to the amount of such pri'ncipa"1 due
on such date, to -the per entitled- thereto wi hout;
any discrimination or preference; and
Third':; " to` the;.payment'of the "interest on and
the principaf;of: the bonds, :to ,the ,purchase. and.
retirement of,bonds and.to`the xedemption of bonds,
a"11 in accordance,with`the-provisions of Article'V.
of this Trust Indenture.
(b) If, the principal'"of all the bonds." shall have
become or, shall have been declared 'due ano.:payable,
al T" such mo"n,ey shall be ` applied to" :the" . paymen.t ,of the
principal and interest. then due and uripaid.up,on..the
bonds, without preference or priority of principal
over interest'or of interest over principal", or" of any
instalment,of' interest over, any other instalmentof
interest, or _of any bond" over _any other bond, ,ratably.,
according to the amounts due respectively for.princ pal,
and interest, to'the persons entitled thereto without
any discrimination or preferences except as"'to at
difference in' the respective rates of -interest sped--
;rind in the bonds.
(c) If the principal of all the 'oo 1d s' shall :have
been declared due and payable and if such declaration
shall thereafter have < bF•en rescinded and annulled
under the- provisions o Section 80, o�: this Trust
Indelztur,_, then, sub eCt '-(D t!ze pro.ISIC::s of paragraph
(o) of tnis Section in lne evens that zh= _fir 11'Clpal of
all =1;e bcnds shG11 later becorr� or be declared due and
payable, the money thlen reriaining in and tt•:ereafter
_
accruing to the Sinkinc Fund shall be a,-)alied in
accordance %•.ith the previsions of paraar=:�h (a) q1" this_
Section,
`i'he provisions of paragraphs (a) ► (b) ar, (c) of .this.
Section are in all respiects subject: to -he "ro islons of
-Se,ction 801„`of this 'Trust Indenture.
112
be otherwise than in accordanceth law and the provisions
of: this Trust Indenture.
Section SG:S. No holder of an,r of the bonds shall have
any tight to institute any, suit, `action or proceeding in
eq=ui ty or at law on any bond' or for the execution; of any
trust hereunder or for _any other remedy under this Article','
the Hotel, Agreement, the WTC Agreement or the University .
Agreement unless such holder, 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•.holders of not less than 'ten ,.per. cent
(1Oa) 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 right of.action,
as the casemaybe, shall have accrued, and shall have
afforded the Trustee a reasonabl',e 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,
expense's 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 not, ca
Lion, request and offer'of.indemnity are hereby declared in
every such case, at the option of the Trustee, to be condi-
tions precedent to the e ecutioll of 'the pos•:ers and trusts' of
this Trust Indenture or to,,anv other` remed,: hereunder;
provided, howr• ver, that nott'ithStanding the foregoing
rL'OV'_5i011S G tl";is Section ai \•;l.thout Comllying tllere4;itll,
the holders of not less than fifteen percent (15) in
principal amount Of the b0: ds h"ze:=v secureC, and
aggregate
then outstanding may institute anN, SUCII suit, action Or
pr-oce a i n g in their Own name's for tilt: b-nefit Of all li0idetS
of boil-,. and the Trus �� 7- in such eVellt sl?all have
no _J iaatitUt_ fill' sucl: GC_..On OL" pri�CC''_'C7-
ing It -is u11C''e'rstOOd and 1l1telldLC that, excel)
asla!Do%.,e provided, n0 cne or more holders O;. the
bonds hereby secured shall huvr: ailV ri flit in any manner
whatever :�',+ his or their action to affect, disturb or
pry ludic'_ t :e securit;, of this 'I'l a:t Lncior to
c n orc_e an_ right hereunder except i. the -manner herein
provided; that all. -proceedings at lat.: or in equity Shall be
instituted, hod and lip. intaii:^Cd in the r1anner h',2reiTl prUvii�C'd'
and for tl:c benefit of all holders oi: such outstant�i'ng i�onci.;
and coupons, and that any, individual rights- of action or.,
other right ,given to, one or more of such holders by. a��i are
1'1'3
sLandinc-, O^.I:C.S and cC'uJons, su;j iu,; --
Section Sol of this Trust Indenture.
c} ere'n Conferred uoon Or.
1'rGst Or to t11�+lldl A-`l:S O� t:lE' bOIlC75 1S'
��i:CluSi,je Ui 'n J U. hel remedy or rel?1eC31?s
l rLl:. '%l"J':1CC'G c:ilG each 0mr L"'d SUCi': L3111eC`•' shall be
cumulEctive and shall be 111 i;jditioll to evor%, other retied.,
C31'.,,:n }:'�- 11i1d_r or IlO':: Or hereafter exis1Z.i119 at law Or ln'
1 t'
Sc_ctioi1 12 iqo delay or 011115sioll'of the Trustee Or
of an': ::GiC, of, thC' i70ndt0`C:{erClse a1w L"'igl1 t. or
c1Ccr"ul'l'y' upon, any default Slliill impair any suc:-, i"1��ht dr
power or _shZ111 be construed to be a caaiver of anVsuch
default or an 'acquiescence t11erein; and every power, and-
remedv given by this Trust Indenture to the 'Trustee" and t�
lI _.
the Uni.-ersitl-e may be deemed by _the Trustee liable .6 same,
or
'
the 'I'ru�tee shall oay<such tax► assessment governmental
to any rig the
charge; without prejudice, however,
or the bondholders 11ereunder.arising in consequence
Trustee
of such fa_lure;`and any amount at.aniy time so paid under
this Section shall be repaid by ,the City upon demand by the
'connection the
Trustee from revenues d`er,lved from or inwith
legally avail=
Convention Center -Garage or from other money
by Dade Savings o.r by,
able therefor, by the Hotel 'Developer,
be; and shall become so much
the University, as ;the"case may
additional indebtedness'secured by this Trust Indenture and
the same shall be•give'n a.preference in payment over any..of `
the bonds, but the>Trustee shall:be under:no'obligation to
make any such payment from sources provided in the Trust"
be provided with
Indenture unless it shall have available`.or
adequate funds for the purpose of such"payment.
Section'913 The Trustee..may.resign and.thereby
become ,discharged from the trusts lie reby,created-, by notice",
in writing given,,to the City, the Hotel Developer, Dade Sav-
ings`'and the University,,and'published once ,in"'a,dai'hy news-
i;n`The` City of hiiami;
paper of general circulation published
Florida,.and in a newspaper of*general crculation.or;.a
financial journal distributed in the Borough of i7lanha'ttan,
(b0) days
City and State' of, New York,; not less than .sixty
before such rs3ignation.is to take ef;ec,t;.but.such resigns-
tion shall ta',•ce effect `immediately upon the "appointment. of a
new Trustee hereunder, If such new Trustee shall', be appoin=
red before tine time limited by 'such notice and shall then
accept the trusts thereof.
Section 914. The; Trustee may be removed at any time
by an instrumen- or concurrent ills tru:;ients in �•:riting,
bt, the holders of not ,less than fifty-OI:? percent .
e: ecuted
(51 ��) in ag- �recate principal amount of _the bonds hereby
secured anc �;:en outstanding (n:•:clusl;^ of any bands held ay
or for the accz)un'�: Of the Cit% I anel filed c7ith thE: city anC:
thC' TrUSt��', aI1C ilOtlCe lI) writing given 1-.v `suc:: h01d�rS. t0
the City tile :Motel Devel��ner, Dade Savings and the Univ�er-
, ,
situ'<and :�uiDlished once in a nc,;spaprr of gelieral circula-"
tion: in The City of Miami, Florida, and in a newspapei",of
gent-ral circuia n of a 'financial journal'distr-li�ut'�d" i"n
the Borough ` Of :;alzl;attan,, City and State of iqe�� Fork,;.not
I a - (60) days' before Such removal is :t0 a
=Ct cS S P-t-.2� said strum.en'~ or lnstl'UI;iC'1,Ls.
�_ in .�Gid ins _�.... ,,�
1?�
7"he 'trustee ma%t also ;be removed at any time for any
ARTICLE
time ,to time,, anvthina contained in this Trust Indenture to
the c•�ntrar�: not�;ithstanding, to consent to and approve the
execution by the City and the Trustee of such trust inden-
Lure or trust indentures suoolemenLal hereto as shall be
dee,ed,necessary or cesiraale to the city for the purpose of
modifying, altering, amending, adding to or rescinding, in:
any particular, any of the terms or provisions contained'in
this Trust Indenture or; in any supplemental trust indenture,
provided,`' however, that nothing herein contained shall
permit, or be construed as permitting (a) an extension`of
the maturity of the; principal of or the interest on any bond'
issued hereunder, -or (b), reduction in the principal,amount`;of
any bond or theredemption premium or the rate of `:interest'
thereon, or (c) the.,creation of a lien upon and pledge; of
the Net Revenue's of the -Convention Center -Garage and the
Pledged', Telephone and .Telegraph 'Excise Tax, o her :than'
the lien, and pledae'created by this Trust Indenture, o`r (d)
a pr6ference.or priority. of „any, bond :or bonds over any; other
bond or..bonds, or'(e) a;reduction .in the aggregate principal'
amount"of .the bonds; required; for; consent to such suppl`emen`tal
trust indenture;, o.r; (f) a ch'anae ` in the Hotel Agreement
modifying the obligations of the. Hotel Develope"r.thereunder,
or,. (g)' a change: in the WTC Agreement`modifving the obliga-
Lions. of Dade Savings thereunder, or'(h) a change in the
University Aareemen't mo1.difying the obligations of the
University thereunder. Nothing herein contained,'however'_;
si'all ,be 'construed as making necessary the approval by
bondholders of the execution of 'any upp1ementa1 trust
indenture as authorized inSection 1101 of this hrticle.
If at any, t2.me the Ci"t•., shall request 'the' Trustee to
enter into.'anv supple-Ment l trust ind,_nture for ar.v purposes
of this Section, the Trustee sl":all cause notice of'� the
proposed execution °o:.such supplement 'trust indenture to:
be published a total of 'tour times in a i1e_saspaper of `general
C1rC.l lation i n The Ci ty of :•;iam.J Florida, and in a newSpa'F-1 r
of General ci-culatioi or a fin::nciul journal C— tributed in
theBoroughof Manhattan, City and St to o` I;ew York, and,
on or before the date of ti-,e firs- publication of such
notice, 'heTrustee shall also cause a similar notice
to be mailed first-class nostace prepaid to all bondholders
of record and, [or their lnfor:iation, to the 'Hotel Developer ,
Dade Savings ai the University. Suci: notice sl;all briefly
set forth the natu; e o_- the prooc7,,eci trust
indenture and shall state thr:t c::ri s ther,�of are on file it
the corocrate trust of —ice of the 'rru:-te(, fcr i:1�;�� ction by
all bondholders and all others so notified.. The Trustee shall"
not, however, be subject to any liability to a n v bondholder or,
12�
ARTICLE ::II.
Trust Indenture and heir dir!ectcrs, officers, emPlOVees Or
136.
'!N
ACKiJO�•� LEDGEIMENTJ
STATE OF )•'"
ss.:
COLi\STY ` OF )
I hereby ce tify that on this day-bef'ore me ;an officer`
duly authorized in the "state 'aforesaid and' in the .county
aforesaid to to}e acknowledgments; personally appeared
and to'',me
}mown and }mown to be the persons described :in. and 'who
executed the foregoing instrument'as Mayor: and City Clerk,
respectively, of The 'City of;Mia i, Florida, and severally
r
cuted the same'',such
acknowledged me that they exeas
oicers "in the name and' on behalf of ThCity of Miami.
Witness.my hand"and official` seal in the county and
State last aforesaid'' this day of A.'D.'
("Signature and.ti`tle of o=ricer) (Sew11
`i: commission "expires