HomeMy WebLinkAboutO-089799/12/79
ORDINANCE NO.
AN ORDINANCE AUTHORIZING TEE COMPLETION OF
CONSTRUCTION OF A CONVENTION CENTER AND THE
CONSTRUCTION OF A PARKING GARAGE AND A
CONNECTING WALKWAY, INCLUDING MACHINERY,
EQUIPMENT, FIXTURES, FURNITURE, IMPROVED AND
UNIMPROVED LAND, LANDSCAPING AND OTHER FACI-
LITIES APPURTENTANT OR INCIDENTAL THERETO;
AUTHORIZING THE ISSUANCE, SUBJECT TO VALIDA-
TION, OF CONVENTION CENTER AND PARKING GARAGE
REVENUE BONDS OF THE CITY OF MIAMI TO PAY,
WITH OTHER AVAILABLE FUNDS, THE COST OF SUCH
CONSTRUCTION AND FACILITIES; DESCRIBING THE
TERMS, SECURITY AND OTHER PROVISIONS OF SUCH
BONDS; APPROVING A TRUST INDENTURE SECURING
SAID BONDS; AUTHORIZING THE FILING OF PROCEED-
INGS FOR THE VALIDATION OF SAID BONDS; PROVIDING
SEVERABILITY; DECLARING THE ORDINANCE AN EMER-
GENCY MEASURE; AND DISPENSING WITH THE READING
OF THE ORDINANCE ON TWO SEPARATE DAYS.
BE IT ORDAINED BY THE COMMISSION OF THE CITY OF MIAMI,
FLORIDA:
Section 1. The Commission finds and determines and
hereby declares:
(a) The City of Miami, Florida (herein called
the "City"), a municipality in Dade County, has issued
its general obligation bonds in the principal amount of
Four Million Five Hundred Thousand Dollars ($4,500,000)
and with the proceeds thereof and other available funds
has acquired the site for, and has commenced the construc-
tion of, a convention center (herein called the "Convention
Center") in the City;
(b) Under the Constitution and other laws of the
State of Florida (herein called the "State"), including
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, 1925, as
amended; said Municipal Home Rule Powers Act, said
Charter and other applicable laws, collectively, being
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herein called the "applicable law"), the City is
authorized to c ?lete the construction of the Convention
Center and to construct a parking garage and a connec-
ting walkway, including machinery, equipment, fixtures,
furniture, improved and unimproved land, landscaping
and other facilities appurtenant or incidental thereto
(collectively, herein called the "Convention Center -Garage"),
at the respective sites in the City as shown in, and in
conformity with, the plans, drawings, specifications
and other contract documents therefor prepared by
Ferendino Grafton Spillis and Candela (the "Architects")
and approved by the City;
(c) the City on the 1st day of April, 1977
entered into an agreement (herein called the "University
Agreement") with the University of Miami, a non-profit
corporation organized and existing under the laws of
the State (herein called the "University"), pursuant to
which it is agreed that: the City shall construct the
Convention Center, officially designated "City of
Miami/University of Miami James L. Knight International
Center", with certain parking facilities that are herein
called the "Parking Garage"; the City shall lease to
the University and the University shall rent from the
City, for an initial term of 30 years (subject to
renewals), certain space in the.Convention Center to be
used as a conference center by the University; the City
shall also grant certain parking rights in the Parking
Garage to the University; and the University has agreed
to deposit in escrow the sum of Two Million Five
Hundred Thousand Dollars ($2,500,000) to be held
in trust for payment, with the earnings thereon, to the
City as advance rent under the University Agreement
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upon the completion of the Convention Center and the
Parking Garage and the satisfaction of other conditions,
as provided in the University Agreement;
(d) the Commission of the City (the "Commission")
has approved and authorized the execution of the Lease
and Agreement for Development with Miami Center Asso-
ciates, Ltd., a Florida limited partnership (herein-
after called the "Developer"), dated as of the 13th day
of September, 1979 (hereinafter called the "Development
Agreement"), pursuant to which: the City has agreed to
lease to the Developer and the Developer has agreed to
rent from the City, for an initial lease term of
forty-five (45) years from such date, with an option
for a renewal term of forty-five (45) years, certain
air rights over portions of the Convention Center and
the site thereof, certain shell space within the
Convention Center and certain easements in and about
the Convention Center; the City has agreed to grant to
the Developer priority rights to parking spaces .in the
Parking Garage; the City has further agreed to complete
the construction of the Convention Center -Garage; and
the Developer has agreed to use such air rights, shell
space, easements and other rights to build, operate and
maintain a first class hotel of not fewer than 6U3
rooms, fully equipped and stocked, adequately capital-
ized and ready to commence business, as provided in the
Development Agreement;
(e) the Developer has agreed under the Development
Agreement, among other things, to pay to the City a
Base !tent and Additional Rent, in the amounts and at
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the times as provided in the Development Agreement, for
the lease of said air rights, shell space and such
easements and for such other rights;
(f) the City is authorized under applicable law
to undertake, finance, construct and complete the Con-
vention Center -Garage, to enter into the University Agree-
ment and the Development Agreement and fulfill the City's
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 being payable from
revenues of the City, to the extent and as provided in
this Ordinance and the Trust Indenture (hereinafter
mentioned), derived from sources other than ad valorem
taxes on real or tangible personal property and
which do not pledge any ad valorem tax revenues or the
credit of the City, including rent under the Development
Agreement and other agreements and all other revenues
to be derived by the City from or in connection with
its ownership and operation of the Convention Center -
Garage and, to the extent necessary to make up deficien-
cies in such revenues, from other revenues of the City
exclusive of such ad valorem tax revenues; and
(g) the City is further authorized to combine the
Convention Center, the Parking Garage and other facilities
comprising the Convention Center -Garage into one unit
for the purpose of financing the Convention Center -Garage
as a single undertaking under the provisions of this
Ordinance and the Trust Indenture.
,ection 2. The Commission turti,t.r rinds an.i deterines
and hereoy declares that the Convention Center-Gara9e serv._s
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a public purpose of the City and its financing and construction
as herein authorized are in the public interest by providing
exhibit, meeting, conference, parking and other facilities in
the City for public, educational, civic, commercial and other
organizations; the Convention Center -Garage and the development
by private enterprise of hotel, retail and other commercial
facilities will foster the growth, development and revitaliza-
tion of a downtown area of the City, will contribute to the
improvement and expansion of the economic life, recreational
activities and the amenities of the community and will
attract tourists, visitors and others to the City -- all of
which will redound to the benefit, prosperity and well-being
of the City and its inhabitants.
Section 3. For the purpose of paying, with other funds
available therefor,the cost of the Convention Center -Garage,
the Commission hereby authorizes the issuance of revenue
bonds of the City, as more fully provided in the Trust Inden-
ture, in an aggregate principal amount not exceeding Sixty
Million Dollars ($60,000,000), designated "Convention Center
and Parking Garage Revenue Bonds" (the bonds mentioned in
this Section and in Section 4 hereof being herein called the
"bonds") .
In the event the air space over the Parking Garage
shall not be leased, sold or otherwise disposed of by the
City to a developer or developers for the construction of a
commercial or other structure, the maximum amount of bonds
authorized to be issued under this Section shall be reduced by
a total principal amount of Ten Million Dollars ($1U,000,00U),
being equivalent to the estimated cost of expanding the
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Parking Garage to provide additional parking spaces, present-
ly estimated to be five hundred (500) additional parking
spaces, and making such structural and other changes in the
Parkiny Garage necessary to effectuate the utilization of
the air space over the Parking Garage for such commercial
or other structure.
Section 4. In addition to the bonds authorized to be
issued under Section 3 of this Ordinance, additional bonds,
which shall have the same designation and shall be of the
same series as and on a parity as to security with the
bonds authorized under Section 3 of this Ordinance, are
hereby authorized to be issued under and secured by the
Trust Indenture, subject to the conditions and restrictions
prescribed in this Section and the Trust Indenture. Such
additional bonds are authorized to be issued from time to
time solely if and to the extent necessary, as determined by
the Commission, to provide additional funds to complete the
payment of the cost of construction of the Convention
Center -Garage.
Before any additional bonds shall be issued under the
provisions of this Section, the Commission shall adopt a
resolution determining that the issuance of such additional
bonds is necessary for the purpose stated in the preceding;
paragraph, authorizing the issuance of such additional
bonds, fixing the amount and details of such additional
bonds and finding that the conditions and requirements for
the issuance of said additional bonds set forth in this
Ordinance and in bhe Trust Indenture as it may be amended,
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corrected and revised prior to the adoption of said Resolu-
tion and as approved by the Commission, have been or will be
satisfied.
Section 5. The bonds shall be dated, shall bear inter-
est at a rate or rates not exceeding the lawful rate of inter-
est, shall be stated to mature, subject to the right of
prior redemption, at such date or dates, not later than
thirty-five years from their respective dates, and in such
principal amounts as shall be provided in the Trust Indenture
or as shall hereafter be determined by the Commission by
resolution or resolutions (herein called the "Resolution"),
such interest to the respective maturity of the bonds being
payable semi-annually in each year, first interest being
payable as provided. in the Trust Indenture or the Resolution.
Section 6. The definitive bonds shall be issuabl3 as
coupon bonds in the denomination of S5,0u0 each, and as
registered bonds without coupons in denominations of $5,000
or any multiple thereof. At the principal office of the
Trustee (nere.inafter to be designated under the Trust Inden-
ture or the Resolution) in the manner and subject to the
limitations and conditions provided in the Trust Indenture,
registered bonds without coupons, at the option of the
registered owner thereof, may be exchanged for an equal
aggregate principal amount of coupon bonds of the same
maturity, bearing interest at the same rate and having
attached thereto coupons representing all unpaid interest
due or to become due thereon, or of registered bonds without
coupons of the same maturity, of any denomination or denomi-
nations authorized under the Trust Indenture and bearing
interest at the same rate, and coupon bonds with all un-
matured coupons aad all matured coupons in df:tault, it .tnj,
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IN 8979 .4
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appertaining thereto may, at the option of the holder,
in like manner be exchanged for an equal aggregate principal
amount of registered bonds without coupons of the same
maturity, of any denomination or denominations authorized
under the Trust Indenture, bearing interest at the same rate
and in the form thereof provided in the Trust Indenture.
Section.?. Each coupon bond shall bear interest from
its date. Each registered bond without coupons shall bear
interest from the interest payment date net preceding the
date on which it is authenticated, unless authenticated upon
an interest payment date, in which case it shall bear
interest from such interest payment date, or, unless authen-
ticated prior to the first interest payment date, in which
case it shall bear interest from its date; provided, however,
that if at the time of authentication of any registered bond
without coupons interest is in default, such bond seal L bear
interest from the date to which interest shall have been paid.
Section 8. The bonds shall bear the facsimile signature
of the Mayor and shall be signed by the City Clerk and a fac-
simile of the official seal of the City shall be imprinted
on the bonds. The coupons attached to the coupon bonds
shall bear the facsimile signature of the City Clerk. In
case any officer whose signature or a facsimile of whose
signature shall appear on any bonds or coupons shall cease
to be such officer before the delivery of such bonds, sucn
signature or facsimile shall nevertheless be valid and
sufficient for all purposes the same as if he had remained
in office until such delivery, and also any bond may bear
the signature or the facsimile signature or signatures of
such persons as at the actual time of the i xec:ut i..n of suc,,
bond shall be the proper officers to sign such o.nci
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at the date of such bond such persons may not have been such
officers.
Section 9. Each of the bonds shall have endorsed
thereon a certificate of authentication substantially in the
form thereof set forth in the Trust Indenture, which shall
be duly executed by the Trustee. No bond and no coupon
appertaining to any coupon bond shall be valid or obligatory
for any purpose unless and until such certificate of authen-
tication shall have begin executed by the Trustee, and such
certificate of the Trustee upon any such bond shall be
conclusive evidence that such bond has been duly authenticated
and delivered under the Trust Agreement.
The coupon bonds and the interest coupons to be attached
thereto and the registered bonds without coupons shall be,
respectively, substantially in the forms thereof set forth
in the Trust Indenture.
Section 10. Both the principal of and the interest on
the bonds shall be payable in any coin or currency of the
United States of America which on the respective dates of
payment thereof is legal tender for the payment of public
and private debts. The principal of coupon bonds and the
interest thereon shall be payable, as shall be provided
in the Resolution, at any of the Paying Agents, including
the Trustee designated by the Resolution, in the City of
Flricia or, at the option of the holder, the
Borough of Manhattan, City and State of New York. The
principal of all registered bonds without coupons shall be
payable at the principal office of the Trustee, and payment
of the interest on each registered bond without coupons
shall be made by the Trustee on each interest payment date
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to the person appearing on the registration books of the
City as the registered owner thereof, by check or draft
mailed to such registered owner at his address as it appears
on such registration books. Payment of the principal of all
bonds shall be made upon the presentation and surrender of
such bonds as the same shall become due and payable.
Payment of the interest on the coupon bonds shall be made
upon the presentation and surrender of the coupons, if any,
representing such interest as the same, respectively, become
due and payable.
Section 11. In order to secure the payment of the
principal of and the interest on the bonds as herein autho-
rized, including any redemption premium thereon, and any
additional bonds that may be issued under the provisions of
the Trust Indenture, according to their tenor, purport and
effect, and in order to secure the performance and observance
of all the covenants, agreements and conditions in said
bonds, the execution and delivery of a trust indenture by
and between the City and the bank or trust company to be
designated, in the Trust Indenture or the Resolution, as
Trustee is hereby authorized. Said trust indenture (herein
called the "Trust Indenture'°) shall be substantially in the
form of the trust indenture presently filed with the City
Clerk and presented to the Commission, bearing the title and
date as follows:
lu.
,. b979 .
The City of Miami, Florida
To
As Trustee
TRUST INDENTURE
Dated as of
1, 1980
Securing
Convention Center and Parking
Garage Revenue Bonds
subject to such changes, amendments, omissions and inser-
tions as may be necessary or desirable, including such
revisions and additions as may then be necessary to meet
market and other conditions and requirements for the sale of
the revenue bonds at reasonable rates of interest and as may
be hereinafter approved by the Commission by a resolution to
be hereafter adopted authorizing the execution and delivery
of the Trust Indenture by the City and the Trustee.
Section 12. The bonds authorized under this Ordinance
and the Trust Indenture shall be issued and sold by Resolution
adopted by the Commission in accordance with applicable law,
shall be executed in the form and manner hereinabove and in
the Trust Indenture provided and shall be deposited with the
Trustee for authentication and delivery in accordance with
and subject to the provisions of this Ordinance, the Resolution
and the Trust Indenture. The bonds shall be appropriately .
numbered.
Section 13. In conformity with and as provided in the
Trust Indenture, it E.uall be the duty of the Trustee, simul-
taneously with the issuance and delivery of the bonds herein
authorized, to apply the proceeds of the bonds for the
purposes and as provided therein or in the ke' o lu t ion.
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Section 14. The officers and employees of the City
and the architects, enginners and other agents employed by
the City and the officers and agents of the Trustee are
hereby authorized and directed to do all acts and things
required of them by the provisions of the bonds, the Trustee
Indenture and the Resolution for the full, punctual and
complete performance of all the terms, covenants, provisions
and agreements of said bonds and Trust Indenture, and also
to do all acts and things required of them by the provisions
of this Ordinance.
Section 15. The City Attorney is hereby authorized
and directed to file proceedings and take appropriate action,
in cooperation with bond counsel and other counsel of
the City, for the validation of the bonds herein authorized
in conformity with applicable law.
Section 16. This Ordinance is hereby declared to be an
emergency measure on the ground of urgent public need for
the preservation of pence, health, safety or property and
this Ordinance, upon being passed by a vote of not less than
four -fifths (4/5ths) of the members of the Commission of the
City, shall go into effect immediately upon its passage.
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Section 17. The requirement of reading this Ordinance
on two (2) separate days is hereby dispensed with by vote
of not less than four -fifths (4/5ths) of the members of the
Commission of the City.
Section 18. If any section, part of section, paragrmph,
clause, phrase, or word of this Ordinance is declared invalid,
the remaining provisions of this Ordinance shall not be affected.
PASSED AND ADOPTED this 13th day of September, 1979.
r
Maurice A. Ferre
MAURICE A. FERRE
MAYOR
(Offical Seal)
ATTES
LPH G. ONGIE
CITY CLERK
PREPARED AND APPROVED BY:
Assistant City Attorney
APPROVED AS TO FORM AND CORRECTNESS:
RGE TT K".', JR.
TY ATTORNEY
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JOSCPN W.ARMBRUST,JR.
GEORGE S,SOYLC
t,MICNACL BRADLCY
WILLIAM C.CARTCR
WILLIAM R.
RICNARD.CONWAY CASEY
PHILIP W.CLARK
KENNETH T.COTC
THOMAS O.CRCAN
HOWARD G.GODWIN, JR.
JOSEPH GUANDOLO
ROGER J.MAWKC
J. COURTNEY IVEY
CHARLES J.JOHNSON,JR.
RALPH L.JONCS
GCORGE R. LASHNITS
F. LCE LICDOLT.JR.
JAMCS K. MANNING
JAMCS B.MAY
. ADMIt1tD IN ILOAIDA ONLY
BROWN, WOOD, IVEY, MITCH EL.Li& :i El'fTY:.';/11..I
9411
ONE LIBERTYPLA2AO NEW YORK, N.Y, 10006
2I2•349.1soo: '70 SEP q
WALTCR G. MCNCILL
PET[R J. MICHEL
NCMRY F,MINNCROP
ROBERT L.MITCHCLL
RICNARD S.PCTTY
PAUL C.►RINGLE
JOMN A.OUISCNBCRRY
A.FRANCIS ROBINSON,JR,
RICNARD 0.R000ER
HOMER D.SCNAAr
NORMAN O.SLONAKER
THOMAS R .SMITH ,JR.
COWARD P.TOLLCY,JR.
SCDGWICK A.WARD
KARCL WCSTCRLING
NOWARO w.WHITAKER,JR.
HENRY C.WIILIAMS,JR.•
MICHAEL O.WOLfSON
TtLCXi107314
CABLC AOORC5l11110W000MW
TELEOOPIERI t11+7N•75141
August.'31, 1979
George F. Knox,:Es
City Attorney
Law Department
'17.4I; East Flagler Street
Miami, Florida 33131
q.
PM 4
Attention: Jose Alvarez, Esq.
Deputy City Attorney
Re: Miami-ConventionCenter/Parkin
Garage Bonds . .
Dear George:
O7
sAN rRAMelseO Orrlet
ALCOA BUILDING
ONE MARITIME PLAZA
SAN rPANCISCO. CALIF. /4111
TCLCPNONC: •111.3SB •3S0S
TAMPA Orrmet
BARNETT SANK BUILDING
1000 ASMLEY DRIVE
TAMPA, FLORIDA 33602
TCLCPMONt: S13.223.6600
TCLCCO►ICR: B13.223 -Ile /2
I enclose for your review and comments a copy of the
Resolution approving and authorizing. the execution of.the;Lease
and Agreement for Development and a copy' of' the Ordinance
•authorizing the issuance of the bonds, approving'the Trust
Indenture and providing for the validation of.thebonds.
Please telephone your comments and suggestions as promptly as
,possible but in any event not later' than noon,.September 5,
• 1979. We must have the final drafts ready for shipment
September 6, 1979.
We are forwarding copies also to the persons listed
below, each of whom is hereby asked to send timely his comments
and suggestions.' .
JG:NZ
Encs.
cc and Encs. to: 1
Messrs. Jim Connolly, Joseph``
Grassie, Peter Edelman, Vince
Grimm, Paul Belica, Adrian Werner
and Walter Breen
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p/12/79
CONVENTION CENTER AND PARKING GARAGE REVENUE BONDS
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Parties,. Recitals
THIS TRUST INDENTURE, dated as of
and between
(Preamble)
Clauses`'
1, 1980,
THE CITY OF MIAMI, FLORIDA (hereinafter called the
"C ty"), a municipality in Dade County, Florida, and
, a national banking association duly organized
and existing under the laws of the United States and having
its corporate trust office in , State of
, which is authorized under such laws to exercise
corporate trust powers and has the power of a trust company,
as Trustee (said banking association and any bank or trust
company becoming a successor trustee under this Trust
Indenture being hereinafter called the "Trustee"),
W ITNESSET H:
WHEREAS, the City has heretofore issued its general
obligation bonds in the principal amount of Four Million
Five Hundred Thousand Dollars ($4,500,000) and with the
proceeds thereof and other available funds has acquired the
site for, and has undertaken and commenced the construction
in the City of, a convention center officially designated
the "City of Miami/University of Miami James L. Knight
International Center" (hereinafter called the "Convention
Center"); and
WHEREAS, the City has determined to complete the
construction of the Convention Center and to construct a
parking garage (herein called the "Parking Garage") and a
connecting walkway, including machinery, equipment, fix-
tures, furniture, improved and unimproved land, landscaping
and other facilities appurtenant or incidental thereto
(collectively, herein called the "Convention Center -
Garage"), at the respective sites in the City as shown in,
and in conformity with, the plans, drawings, specifications
and other contract documents therefor prepared by Ferendino
Grafton Spillis and Candela (the "Architects") and approved
by. the City; and
WHEREAS, the Architects have determined that the total
estimated cost of the Convention Center -Garage as of Sep-
tember 13, 1979 was $48,400,000, exclusive of the amount
of approximately $10,357,000 that the City has expended
prior thereto for the acquisition of the site of the Conven-
tion Center, the substantial completion of the foundations
w
of the Convention Center and the substantial completion of
the final plans and drawings for the Convention Center and
the preliminary plans and drawings for the Parking Garage;
and
WHEREAS, the .City has entered into an agreement with
the University of Miami, a non-profitcorporation organized
and existing under the laws of the State of Florida (herein-
after called the "University"), on the 1st day of April 1977
(hereinafter called the "University Agreement"), pursuant to
which the City has agreed to construct a convention center
and parking garage and to cause to be constructed a hotel
and retail area; the University has agreed to rent from the
City space in the Convention Center to be used by the
University for a conference center for an initial term of 30
years, subject to the right of the University to extend the
term of the lease for two additional 30-year terms; and the
University has agreed to deposit the sum of Two Million Five
Hundred Thousand Dollars ($2,500,000) in escrow which, with
the earnings thereon, will be paid by the University to the
City as advance rent for the initial term, upon completion
of construction of the Convention Center -Garage and subject
to the satisfaction of other conditions and requirements set
forth in the University Agreement; and
WHEREAS, the City has entered into a Lease and Agree-
ment for Development with Miami Center Associates, Ltd., a
Florida limited partnership (hereinafter called the "Devel-
oper"),.dated as of the 13th day of September, 1979 (herein-
after called the "Development Agreement"), pursuant to which
the City has agreed to lease to the Developer certain air
rights over a portion of the Convention Center and the site
thereof, certain shell space within the Convention Center,
and certain easements in and about the Convention Center and
to grant to the Developer priority, rights to parking spaces
in the Parking Garage, for an initial lease term of forty-
five ,(45) years from such date and has granted the Developer
an option for a renewal term of:forty -five (45) years, and
the City has further ;agreed to provide certain improvements
and ,utility services and to complete the construction of the
Convention Center Garage; and
'WHEREAS, the Developer ,has ` agreed, pursuant to the
Development Agreement, to use such air rights, shell space,
easements and other rights to build, operate and maintain
a first class hotel of not fewer than 6U8 rooms, fully
equipped and: stocked, adequately capitalized and ready to
commence business,, with related service facilities and
attendant amenities,; designed to conform to the design of
the Convention Center, as provided in the Development
Agreement (hereinafter. called<`tne "Hotel"); and
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WHEREAS, the Developer has agreed under the Development
Agreement, among other things, to pay to the City a Base
Rent (hereinafter mentioned) and an Additional Rent (herein-
after mentioned), in the amounts and at the times as provid
ed in the Development Agreement for the lease of said air
rights, shell space and easements and for such other rights;
and
WHEREAS, the City is authorized to undertake, finance,
construct and complete the Convention Center -Garage, to
enter into the University Agreement and the Development
Agreement 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 being
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 credit or such ad valorem tax
revenues of the City; and
WHEREAS, the Commission adopted on September 13, 1979
certain ordinance entitled:
AN ORDINANCE AUTHORIZING THE COMPLETION OF CONSTRUCTION
OF A CONVENTION CENTER AND THE CONSTRUCTION OF A
PARKING GARAGE AND A CONNECTING WALKWAY, INCLUDING
MACHINERY, EQUIPMENT, FIXTURES, FURNITURE, IMPROVED AND
UNIMPROVED LAND, LANDSCAPING AND OTHER FACILITIES
APPURTENANT OR INCIDENTAL THERETO; AUTHORIZING THE
ISSUANCE, SUBJECT TO VALIDATION, OF CONVENTION CENTER
AND PARKING GARAGE REVENUE BONDS OF THE CITY OF MIAMI
TO PAY, WITH OTHER AVAILABLE ,FUNDS, THE COST OF SUCH
CONSTRUCTION AND FACILITIES; DESCRIBING THE TERMS,
SECURITY AND OTHER PROVISIONS OF SUCH BONDS; APPROVING
A TRUST INDENTURE SECURING SAID BONDS; AUTHORIZING THE
FILING OF PROCEEDINGS FOR THE VALIDATION OF SAID BONDS;
DECLARING THE ORDINANCE AN EMERGENCY MEASURE; AND
DISPENSING WITH THE READING OF THE ORDINANCE ON TWO
SEPARATE DAYS.
(herein called the "Bond Ordinance") and on
1980 adopted a resolution (or resolutions) pursuant to
which the Commission has authorized the issuance of its
revenue bonds to pay, the cost of the Convention Center -
Garage; and
WHEREAS, the City has found and determined that the
Convention Center -Garage will serve a public purpose of the
City by providing exhibit, meeting, conference, parking and
other facilities in the City for public, educational, civic,
commercial and other organizations, that the Convention
Center -Garage and the development by private enterprise of
hotel, retail and other commercial facilities will foster
the growth, development and revitalization of a downtown
area of the City, will contribute to the improvement and
expansion of the economic life, recreational activities and
the amenities of the community, and will attract tourists,
visitors and others to the City -- all of which will redound
to the benefit, prosperity and well-being of the City and
its inhabitants and that it is necessary, desirable and in
the public interest to complete the construction of the
Convention Center -Garage and to provide funds for the
payment of the cost of the Convention Center -Garage through
the issuance of revenue bonds of the City; and
WHEREAS, the City proposes to enter into this trust
indenture (which, with any and all amendments, is herein
called the "Trust Indenture") with , as trustee
thereunder (such trustee and any successor trustee being
herein and in the Trust Indenture called the "Trustee") and
proposes to issue revenue bonds of the City under the Trust
Indenture secured by the rates, rents, fees, charges and
other revenues and money derived by the City from and in
connection with its ownership or operation of the Convention
Center -Garage and further secured, as provided in this Trust
Indenture, by other revenues of the City lawfully available
therefor, exclusive of revenue from ad valorem taxes on real
or tangible personal property and of other sources which
pledge the credit or such ad valorem tax revenues of the City
(such bonds and other bonds, if any, issued and secured under
this Trust Indenture being herein called the "bonds"); and
WHEREAS, the City is presentlynegotiating with a pro-
spective developer for the lease, sale or other disposition
of the air space over the Parking Garage and easements of
support in the Parking Garage for use by such developer in
constructing an office tower over the Parking Garage and it
is expected that the City shall enter into an agreement with
such developer providing for the payment for such air space
and easements by the developer to the City of adequate consid-
eration based upon appraisals of the fair value of such air
space and easements by at least two real estate appraisers
qualified and having a favorable repute for skill and
experience in the appraisal of commercial property; and
WHEREAS, the City has determined that the coupon bonds,
the interest coupons to be attached thereto, the registered
bonds without coupons, the provisions for registration and
the certificate of authentication by the Trustee to be
endorsed on the bonds as provided herein, shall be, respec-
tively, substantially in the following forms, with such
variations, omissions and insertions as are required or
permitted by this Trust Indenture:
4.
lg
•
,
Form of Coupon Bonds
United States of America
State of Florida
The City Of Miami
CONVENTIOt4 CENTER AND PARKING GARAGE REVENUE BOND
The City of tvliami, Florida (herein called the "City"),
a municipality of the State of Florida, for value received,
hereby promises to pay, solely from the special fund pro-
vided therefor as hereinafter set forth, to the bearer on
the 1st day of , 19 (or earlier as hereinafter
referred to) upon the presentation and surrender hereof,
the principal sum of
FIVE THOUSAND DOLLARS
and to pay, solely frorn said special fund, interest thereon
from the date hereof at the rate of percent ( %)
per annum until payment of said principal sum, such interest
to the maturity hereof being payable semi-annually on the
1st day of and on the lst day of
in each year upon the presentation and surrender of the
coupons representing such interest as the same respectively
become due. Both the principal of and the interest on this
bond are payable in any coin or currency of the United
States of America which, on the respective dates of payment
thereof, is legal tender for the payment of public and
private debts. The principal of this bond and the interest
hereon are payable at , in the City
of , trustee under the Trust
Indenture (hereinafter mentioned), or, at the option of the
holder, at in the Borough of Manhattan,
City and State of New York.
This bond shall not be deemed to constitute or to
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 this bond. This bond shall be
payable exclusively from the special fund provided therefor
from net revenues of the Convention Center -Garage (klerein-
af ter mentioned) and other money as set forth in the Trust
Indenture.
•
This bond is one of a duly authorized issue of revenue
bonds of the City designated "Convention Center and Parking
Garage Revenue Bonds", (herein, with any other bonds issued
under the Trust Indenture called the "bonds"), initially
issued in an aggregate principal amount of Sixty Million
Dollars (860,000,000)*, consisting of bonds stated to
mature on the 1st day of , 20 and on the 1st day
,--
of , 20 , all of like tenor and effect except as
to number, interest rate and stated maturity, dated as of
the 1st day of , 1980, secured under the Trust
Indenture by a first lien on and pledge of certain revenues
-,-.. . and other money, as provided in the Trust Indenture, derived
by the City from or in connection with its ownership or
operation of, the Convention Center -Garage and other
sources, issued for the purpose of providing sufficient
funds, with other money that may be available therefor, for
the payment of the cost of completion of the construction of
a convention center (herein called the "Convention Center")
and the construction of a parking garage and a connecting
walkway, including machinery, equipment, fixtures, furni-
ture, 'improved and unimproved land, landscaping, and other ..-
,- facilities appurtenant or incidental thereto (collectively,
,c--•herein called the ."Convention Center -Garage"). The proceeds -.
of such bonds were estimated at the time of their issuance, '.
- ,
to be sufficient, with other available funds, for such
purposes.
The Trust Indenture also Provides for the issuance,.
from time to time, under the conditions, limitations
and ,restribtiOns'therein set forth, of additional bonds,
of the same designation and issue as, and secured on a
parity with, the bonds initially issued under _the Trust
Indenture,' for the purposes of providing tunds necessary to
complete the payment of the cost Of bOnstrObtion'bf'-the,
Convention Center -Garage or to reFund, the bonds issued by ,
the ,City under the provisions of the:Trust:Indenture.'
.„,. -
In the event the air space over the Parking Garage shall,.
not be leased,'sold.or otherwise disposed of by the -City,
to a developer or developers for the construction of
-,-
commercial or other structure,the maximum amount of
bonds authorized to''be issued shall be reduced by a total
principal amount of Ten Million Dollars (81u,000,U00),
being equivalent to the estimated cost of expanding the
Parking Garage 'to' provide additional parking spaces,
presently estimated to ,be five hundred (50U) additional
parking spac6s,. and making such structural and other
changes in the Parking Garage necessary to effectuate the
utilization of the air space over the Parking Garage for
such commercial or other structure.
6.
All of the bonds are issued or are to be issued 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, 1925, as
amended) and a trust indenture (said trust indenture, together
with all trust indentures supplemental thereto as therein
permitted, being herein called the "Trust Indenture), dated as
of the 1st day of , 1980, by and between the City and
in the City of
, as trustee (said bank and any bank or trust company
becoming successor trustee under the Trust Indenture being
herein called the "Trustee"), an executed counterpart of which
Trust Indenture is on file at the corporate trust office of
the Trustee. Reference is hereby made to the Trust Indenture
for the provisions, among others, with respect to the custody
and application of the proceeds of bonds issued under the
Trust Indenture, the collection and disposition of revenues
and the funds charged with and pledged to the payment of the
interest and the redemption premium, if any, on and the
principal of the bonds, the nature and extent of the security
thereby created, the terms and conditions under which the
bonds are or may be issued, the rights, duties, obligations
and immunities of the City and the Trustee under the Trust
Indenture and the rights of the holders or registered owners
of the bonds, and, by the acceptance of this bond, the holder
or owner hereof assents to all of the provisions of the Trust
Indenture.
The City has entered into a Lease and Agreement for
Development with Miami Center Associates, Ltd., a Florida
limited partnership (herein called the "Developer"), dated
September 13, 1979 (herein called the "Development Agree-
ment"), pursuant to which the City has agreed to lease to
the Developer certain air rights over a portion of the
Convention Center and the site thereof and certain shell
space within the Convention Center and certain easements in
and about the Convention Center and has granted to the
Developer priority rights to parking spaces in the Conven-
tion Center -Garage. The Development Agreement provides for
an initial lease term of forty-five (45) years from such
date and an option for a renewal term of forty-five (45)
years. The Developer has agreed under the Development
Agreement, among other things, to pay to the City rent
consisting of Base Rent and Additional Rent (as defined in
the Development Agreement), in the amounts and at the times
as provided in the Development Agreement. An executed
7.
•
counterpart of the Development Agreement is on file at the
trust office of the Trustee. Reference is hereby made to
theDevelopment Agreement for the provisions, among others,
!V - with respect to the extent of the obligation of the Devel-
,-,
•oiler to pay the Basic Rent and Additional Rent and the
limitations and conditions governing the payment thereof.
The City has also entered into an agreement with the
University of Miami, a non-profit corporation organized
and existing under the laws of the State of Florida (herein-
,
after called the "University"), dated April 1, 1977, pursu-
- ant to which the City has agreed to lease to the University
space in the Convention Center to be used by the University
for a conference center for an initial •term of 30 years from
the date thereof and has granted the University an option
for two renewal terms of thirty (30) years. The University
has agreed under the University Agreement, among other
things, to deposit the sum of Two Million Five Hundred
Thousand Dollars ($2,500,000) in escrow which, with the
earnings thereon, will be paid by the University to the City,
as advance rent for the initial term, Upon oomPletion of
construction of the Convention Center -Garage. An-exe94ted,
counterpart 9r-a certified copy of the CniveritY Agreement
is on fire at the corporate trust office of the TruStee,;,,,----
Reference is hereby made to the UniverSity,Agreement-fOrtie'
provisions, among others, with respect to the conditions and
requiremeniS'Overnihg the release from esorow:of'the funds
to be paid byteUniversity to the City as advance rent for:
the initial t r.trill.
TheIndenture provides Orfthe',.fixing, revising,
charging TrustOlecting by the' Cityo rents, rates, fees
and chargesdfOr the use Or occupancy of, and for the ser-
vices furnished-: by, theConvention Center -Garage to provide
fundpo-suiiicient with other funds lawfully available there-
for, (a) -to-Pay--the-Cost of maintaining, repairing and
operating the ConVention Center -Garage, (b) to pay the -;
principal of, and the interest on the bonds and (c) to
maintainreserves for such purposes. ' The Trust Indenture
also "PrOVides.for •the deposit of a sufficient amount of such
reven4esi .9Ver and above the amounts necessarY't0 pay the
cost of maintaining, repairing and operating the Convention
CenterGarage, tO-the credit of a sPecial-.fund, which fund
is designated. "City, of Miami Convention Center and Parking
Garage Revenue Bonds Interest and Sinking Fund" (herein
called the. "Sinking Fund"), which special fund, to the
extent provided in the
Trust Indenture,is pledged to and •
charged with the payment of the principal of and the redemp-
tion:premium,,if any, and the interest on the bonds. •
bonds areitSUable as coupon bonds in the denomina-
tiOnof .”Foou-eaCh and as registered bonds without coupons
in denominations of $5,000 or any multiple • thereof. At the
trust office of the Trustee, in the manner and subject to the
limitations and conditions provided in the Trust Indenture and
Without cost, except for any tax or other governmental charge,
registered bonds without coupons may be exchanged for an equal
aggregate principal amount of (i.) coupon bonds of the same
series and maturity, bearing interest at the same rate or
rates and having attached thereto -coupons representing all
unpaid interest due orHtO:::become due thereon, or (ii) regis-
tered bonds without o0UPOnsofHthe same series and maturity,
of authorized denoMinatiOns;:and bearing interest at the same
rate or rates; arid coupon bonds, with all coupons appertain-
ing thereto repretentingaiiUnpaid interest due or to become
due :thereon may,ji“iXe:::Mannerbe exchanged for an equal ag-
gregate prinCipaiaMOUntOfegistered bonds without coupons
ofthesame:SerieSandmat.0rity,, of authorized denominations
and bearing interest at the Same rate or rates.
ion' [Here -insert „.6f .)?9pq7 roved by
the commissic)n prior to
, - -
- . •
•-•
State shall govern its construction.
The holder or owner of this bond shall have no right to
enforce the provisions of the Trust Indenture, the Development
Agreement or the University Agreement or to institute action.
to enforce the covenants therein, or to take any action with
respect to any event of default under the Trust Indenture, the
Development Agreement or the University Agreement, or to
institute, appear in or defend any suit or other proceeding
with respect thereto, except as provided in the Trust
Indenture.
In certain events, on the conditions, in the manner and
with the effect set forth in the Trust Indenture, the
principal of all the bonds then outstanding under the Trust
Indenture may become and may be declared due and payable
before the stated maturities thereof, with the interest
accrued thereon.
Modifications or alterations of the Trust Indenture
or of any trust indenture supplemental thereto may be made
only to the extent and in the circumstances permitted by the
Trust Indenture and modifications or alterations of the
Development Agreement or the University Agreement may be
made only to the extent and in the circumstances permitted
by the Development Agreement and University Agreement,
respectfully.
Subject to the provisions of registration endorsed
hereon and contained in the Trust Indenture, nothing
contained in this bond or in the Trust Indenture shall
affect or impair the negotiability of this bond, and
this bond and the interest coupons appertaining hereto
as between successive holders, shall have all the qualities
and incident, including negotiability, of investment securi-
ties within the meaning and for all the purposes of the
Uniform Commercial Code of the State.
This bond is issued with the intent that the laws of the
All acts, conditions and things required by the Con-
stitution and laws of the State and the ordinances and
resolutions of the City to happen, exist and be performed
precedent to and in the issuance of this bond and the exe-
cution of the Trust Indenture, the Development Agreement and
the University Agreement have happened, exist and have been
performed as so required.
11
This bond shall not be valid or become obligatory for
any purpose or be entitled to any benefit or security under
the Trust Indenture until it shall have been authenticated by
the execution by the Trustee of the Certificate of Authenti-
cation endorsed hereon. '
IN WITNESS WHEREOF, The City of Miami, Floridahas`'.
caused this bond to bear the facsimile signature of 'the
Mayor of The City of Miami and a facsimile of the official
seal of such City to be imprinted hereon and attested by the
signature of the City Clerk of said City, and the interest
coupons attached hereto to be executed with the facsimile
signature of said City Clerk, all as of the 1st' day of ..'
1980.
Th`i's .bond
validated by, ji
rendered on
VALIDATION
is one of a series of bonds which were
dgment of the Circuit Court for Dade County
19.
.PROVISIONS FOR REGISTRATION
AND RECONVERSION
This bond may be registered as to both principal
and interest on books of the City kept by the Trustee,
upon presentation hereof to the Trustee which shall detach.
and retain in it custody all unmatured coupons and all
matured coupons, if any, not theretofore paid or provided
for, and shall make notation of such registration as to both
principal and interest in the registration blank below, and
the transfer of this bond may thereafter be registered only
upon an assignment duly executed by the registered owner or
his attorney or legal representative in such form as shall
be satisfactory to the Trustee, such registration of trans-
fer to be made on such books and endorsed hereon by the
Trustee; after such registration both the principal of and
the interest on this bond shall be payable only to or upon
the order of the registered owner or his legal representa-
tive. This bond, if converted into a bond registered as to
both principal and interest, may be reconverted into a
coupon bond upon presentation hereof to the Trustee, accom-
panied by an instrument duly executed by the registered
owner or his attorney or legal representative in such
form as shall be satisfactory to the Trustee; upon any
such reconversion the Bond Registrar shall reattach hereto
the coupons representing the interest to become due there-
after on this bond to the date of maturity and the interest,
if any, not theretofore paid and shall make notation in the
registration blank below whether this bond is registered as
to principal alone or is payable to bearer.
Date of
Registration
Name of
Registered
Owner'.
Manner of
Registration
12.
Signature
of Bond
Registrar
•
Form of Coupon
On 1 19 , The City of Miami, Florida,
will pay to bearer, unless the bond mentioned below shall
previously have become payable as provided in the Trust
Indenture referred to in said bond and provision for
payment thereof shall have been duly made, at , in
the City of , Florida, or at the option o the
bearer, at , in the Borough of
Manhattan, City and State of New York, upon the presentation
and surrender hereof, the amount shown hereon in any coin or
currency of the United States of America which at the time
of payment is legal tender for the payment of public and
private debts, solely from the special fund referred to in,
and for the semi-annual interest then due upon, its Convention
Center and Parking Garage Revenue Bond, dated
1, 1980, No.
Facsimile
City Clerk, The City
of Miami, Florida
[FORM OF REGISTERED BONDS WITHOUT COUPONS]
Same as form of coupon bonds except as follow •
1. Substitute the following for the caption and the
first paragraph:
No. R
UNITED STATES OF AMERICA
State Of Florida
The CityOf fI N MG
1 ' CONVENTION CENTER AND PAR GARAGE REVENUE BOND
The City of Miami, Florida (herein called the "City"),
for value received, hereby promises to pay, solely from the
special fund provided therefor and other money as herein-
after set forth, to
, or registered assigns or legal repre-
sentative, on the 1st day of (or earlier as herein-
after usferred to ), upon the presentation and surrender
hereof, at the trust office of the Trustee (hereinafter
mentioned), the principal sum of
DOLLARS in any coin or curren-
cy of the United States of America which on the date of
payment thereof is legal tender for the payment of public
and private debts, and pay to the registered owner hereof,
by check or draft mailed to the registered owner at his
address as it appears on the bond registration books of the
City, interest on said principal sum from at the
rate of percent ( %) per annum until payment of said
principal sum, such interest to th'e maturity hereof being
payable semi-annually on 1 and 1 in each
year in like coin or currency.
2. Substitute the following for the paragraph concern-
ing the notice of redemption and the effect thereof:
Any such redemption, either in whole or in part,
shall be made upon at least thirty (30) days' prior notice
by publication and otherwise as provided in the Trust
Indenture, and shall be made in the manner and under the
terms and conditions provided in the Trust Indenture. On
the date designated for redemption, notice having been
1
published as aforesaid, the bonds or portions thereof so
called for redemption shall become and be due and payable at
the redemption price provided for redemption of such bonds
or such portions thereof on such date, and, if moneys (or
Government Obligations as defined in the Trust Indenture)
for the payment of the redemption price and the accrued
interest are held by the Trustee, as provided in the Trust
Indenture, interest on such bonds or such portions thereof
so called for redemption shall cease to accrue, such bonds
or such portions thereof so called for redemption shall
cease to be entitled to any benefit or security under the
Trust Indenture or to be deemed outstanding and the holders
or registered owners thereof shall have no rights in
respect of such bonds or such portions thereof so called
for redemption except to receive payment of the redemption
price thereof and the accrued interest so held by the
Trustee or by the Paying Agents. If a portion of this bond
shall be called for redemption a new registered bond or
bonds without coupons in principal amount equal to the
unredeemed portion hereof will be issued to the registered
owner upon the surrender hereof.
3. Substitute the following for the paragraph COncern-
ing negotiability:
The transfer of this bond is registrable by the regis-
tered owner hereof in person or by his attorney or legal
representative at the corporate trust office of the Trustee
by the registration of such transfer upon books of the City
in the manner and subject to the limitations and conditions
provided in the Trust Indenture and upon surrender and
cancellation of this bond. Upon any such registration of
transfer the City shall execute and the Trustee shall
authenticate and deliver in exchange for this bond a new
registered bond or bonds without coupons, registered in the
name of the transferee, of authorized denominations, or, at
the option of the transferee, coupon bonds with coupons
attached representing all unpaid interest due or to become
due thereon, in an aggregate principal amount equal to the
principal amount of this bond, of the same series and
maturity and bearing interest at the same rate.
4. Substitute the following for the witnessing
clause:
IN WITNESS WHEREOF, The City of Miami has caused
this bond to bear the facsimile signature of the Mayor of
The City of Miami and a facsimile of the official seal.o
such. City to be imprinted hereon, andattested by the
signature of the 'City Clerk of said City, all as of
19.
Omit the,form of coupons:
CTo be endorsed on all bonds)
CERTIFICATE OF _AUTHENTICATION
This bond is one of thebonds issued under ,the• provi-
sions of the within -mentioned Trust Indenture.`'
By
as Trustee
Authorized Officer
WHEREAS, under the Constitution and laws of the State,
including 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, 1925, as
amended, the City is authorized to issue its bonds as
hereinafter provided, to enter into this Trust Indenture,
the Development Agreement and the University Agreement and
to do or cause to be done all the acts and things herein
provided or required to be done as hereinafter covenanted;
and
WHEREAS, the execution and delivery of this Trust
Indenture has been duly authorized by a resolution adopted
by the Commission; and
WHEREAS, all acts, conditions and things required by
the Constitution and laws of the State, including the rules
and regulations of the City to happen, exist and be per-
formed precedent to and in the execution and delivery of
this Trust Indenture, the Development Agreement and the
University Agreement have happened, exist and have been
performed as so required in order to make this Trust
Indenture, the Development Agreement and 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;
.'w..:.�." .�w.�w L ����..o.=.0 r:.w+��ef�4J �4K".ii�/:JGX •., .a :�J...M AY..v a.ir)i++wr+J.:-.••.
444.2.ausitsirsminahaMMOW
•
• NOW THEREPORE • THIS TRUST INDENTURE WITNESSETH:
That the City, organized and existing under the
Constitution and the laws of the State, in consideration
of the premises and of the acceptance by the Trustee of the
trusts hereby created and of the purchase and acceptance of
the bonds by the holders and registered owners thereof, and
also for and in consideration of the sum of Ten Dollars
($10.00) in lawful money of the United States of America to
it duly paid by the Trustee at or before the execution and
delivery of this Trust Indenture and for other good and
valuable consideration the receipt whereof is hereby acknow-
ledged, and for the purpose of fixing and declaring the
terms and conditions upon which the bonds (with the coupons
for interest) are to be issued, authenticated, delivered,
secured and accepted by all persons who shall from time to
time be or become holders or registered owners thereof, and
in order to secure the payment of all the bonds at any time
issued and outstanding under this Trust Indenture and the
interest and the redemption premium, if any, thereon accord-
ing to their tenor, purport and effect, and in order to
secure the performance and observance of all the covenants,
agreements and conditions, express or implied, therein and
herein contained, the City has executed and delivered this
Trust Indenture and by this Trust Indenture has given,
granted, released, assigned, pledged and set over and does
hereby give, grant, release, assign, pledge and set over
unto the Trustee the Development Agreement and the Univer-
sity Agreement and the rights, interest, powers, privileges
and benefits accruing to or vested in the City thereunder,
and has pledged and does hereby pledge to the Trustee the
revenues to be derived by the City from or in connection
with the Convention Center-Garage'in trust to be exercised
and enforced for the bondholders as provided in this Trust
Indenture; and has given, granted, released, assigned,
pledged and set over, and does hereby give, grant, release,
assign, pledge and set over unto the Trustee and its succes-
sor or successors, in trust, all money provided by the City
pursuant to this Trust Indenture to make up any deficiency
in said revenues pledged hereunder to pay the interest on
and the principal and redemption premium on the bonds and to
maintain reserves as required under this Trust Indenture.
TO HAVE AND TO HOLD all the same with all privileges
and appurtenances hereby conveyed and ''assigned, or agreed or
intended so to be, to the Trustee and its successor or
successors in trust and to them and their assigns forever.
IN TRUST NEVERTHELESS, upon the terms herein set
forth, for the equal and proportionate benefit, security
and protection of all and singular the present and future
holders and owners of the bonds issued or to be issued
under and secured by this Trust Indenture, without prefer-
ence, priority or distinction as to lien or otherwise,
except as may otherwise be provided herein, of any one bond
over any other bond by reason of priority in their issue,
sale or otherwise, all as herein provided;
Provided, however, that if the City, its successors
or assigns, shall well and truly pay, or cause to be paid,
or provide for the payment, pursuant to the provisions of
this Trust Indenture, of the principal of the bonds and the
interest and any redemption premium due or to become due
thereon, at the times and in the manner mentioned in the
bonds and this Trust Indenture, according to the true
intent and meaning thereof, and shall cause the payments to
be made into the Sinking Fund as required under this Trust
Indenture, and shall well and truly keep, perform and
observe all the covenants and agreements as provided in and
pursuant to the terms of this Trust Indenture to be kept,
performed and observed by it, and shall pay or cause to be
paid to the Trustee all sums of money due or to become due
to it in accordance with the terms and provisions hereof,
then upon such performance and payments this Trust Indenture
and the rights hereby granted shall cease, determine and be
void, as provided in Article XII hereof; otherwise this
Trust Indenture to be and remain i'll full force and effect.
THIS TRUST INDENTURE FURTHER WITNESSETH and it is
expressly declared that all bonds issued and secured
hereunder are to be issued, authenticated and delivered
and all said property hereby given, granted, bargained,
alienated, remised, released, conveyed, transferred,
assigned, confirmed, set over, and pledged is to be
dealt with and disposed of under, upon and subject to the.
terms, conditions, stipulations, covenants, agreements,
trusts, uses and purposes as hereinafter expressed, and
the City has agreed and covenanted, and does hereby agree
and covenant, with the Trustee and with the respective
holders and registered owners, from time to time, of the
bonds or coupons appertaining thereto, or any part thereof,
as 'follows
18.
ARTICLE 1.
DEFINITIONS.
Section 101. In addition to words and terms elsewhere
defined in this Trust Indenture, the following words and
terms as used in this Trust Indenture shall have the follow-
ing
meanings, unless some other meaning is plainly intended:
"Accountant" shall mean the firm of independent public
accountants at the time employed by the City under the
provisions of Section 705 of this Trust Indenture to
perform and carry out the functions of the Accountant under
this Trust Indenture.
"Additional Rent" shall mean that portion of the Rent
designated and described in the Development Agreement.
"Amortization Requirements" for the term bonds issued
under this Trust Indenture for any fiscal year of the City
shall be the principal amount (each of which shall be in a
multiple of $5,000) of such bonds required to be redeemed,
or otherwise retired, on 1 of such fiscal year as
fixed in this Trust Indenture or in the resolution of the
City awarding such bonds. Such Amortization Requirements
shall begin in the fiscal year determined by the City and
shall end in the fiscal year in which such term bonds shall
be stated to mature.
"Annual Budget" for any fiscal year shall mean the
budget adopted and.. in effect for such fiscal year as
provided in Section 502 of this Trust Indenture.
"applicable law shall mean the Constitution and
other laws of the State of Florida, including particularly
the Municipal " Home' Rules" Powers Act (Chapter 166, Fla. St.
Ann., as amended) and the'` Charter of the City (Chapter
10847, Special Laws of Florida, 1925, as amended)
"Base Rent" shall mean that portion of the Rent so
designated and described in the Development Agreement.
"bondholder", when used herein with respect to bonds
authorized under this Trust Indenture, shall mean the
holder or registered owner, as the case may be, of any
bonds then outstanding.
"bondholder of record" shall mean any owner of one
or more registered bonds without coupons, or any holder of
one or more coupon bonds who shall have filed with the
Trustee, within the period of two (2) years immediately
prior to any time when such terms has application, a
request in writing setting forth his name and address and
the particular reports, notices or other documents which
he desires to receive and which are required to be mailed
to him under the provisions of this Trust Indenture.
"Bond Service Account" shall mean the special accouni
created in the Sinking Fund hereinafter mentioned and
so designated by Section 504 of this Trust Indenture.
"bonds shall mean the bonds then outstanding issued:
by the. City under this Trust Indenture.
"City" shall mean The City of Miami,.Florida.
"Construction Fund" shall mean City of Miami Convention
Center. and Parking Garage Revenue Bonds Construction Fund, a
special fund created and so designated by Section 401 of
this Trust Indenture` and established with the Depositary.
"Consulting Engineer" shall mean the firm consulting
engineers or architects at the time employed by the City
under the provisions of Section 706 of this Trust Indenture
to perform and carry out the duties of the Consulting Engi-
neer under this Trust Indenture. If the City shall employ
a management consultant, a consulting engineer for the Con-
vention Center or a parking consultant to serve as the
consulting engineer for the Parking Garage, such management
consultant, consulting engineer and parking consultant, or
any two of them, collectively, shall constitute the Consult-
ing Engineer for the purposes of this Trust Indenture.
"Convention Center" shall mean the convention center to
be constructed in the City as shown in, and in conformity
with, the plans, drawings, specifications and other contract
documents therefor prepared by the Architects.
20.
"Convention Center -Garage" shall mean the Convention
Center and the Parking Garage, including machinery, equip-
ment, fixtures, furniture, improved and unimproved land,
landscaping and other facilities appurtenant or incidental
thereto.
"cost", as applied. to the Convention Center -Garage,
shall embrace all costs of acquisition and construction and
all obligations and expenses and all items of cost which are
set forth in Section 403 of this Trust Indenture.
"Current Expenses of the Convention Center -Garage" or
"Current Expenses" for any particular period shall mean the
reasonable and necessary current expenses incurred during
such period by the City for the operation, repair, mainte-
nance, management and administration of the Convention
Center -Garage and shall include, without limiting the
generality of the foregoing, all ordinary and usual expenses
of operation, repair, maintenance, management and adminis-
tration, wages, salaries, pension expenses, premiums for
insurance, all administrative, accounting, architectural and
engineering fees and expenses, including those of Accountant,
the Architect and the Consulting Engineer, relating to such
operation, repair, maintenance, management and administra-
tion, fees and expenses of the Trustee and the Paying Agents
not payable out of the Construction Fund, legal expenses,
excises, assessments or other levies, however described,
lawfully levied, assessed or imposed by any taxing authority
on or against the Convention Center -Garage or the City with
respect to the Convention Center -Garage, and any other ex-
penses of maintenance, repair, operation or administration
required or permitted to be paid by or on behalf of the City
with respect to the Convention Center -Garage under the pro-
visions of this Trust Indenture or by law, but shall not
include any costs or expenses payable from proceeds of bonds,
any depreciation allowance, or any reserves for extraordi-
nary maintenance or repair, unless otherwise expressly pro-
vided in this Trust Indenture.
"Depositary" shall mean the City or any bank or banks
or trust company or trust companies duly authorized under
the laws of the United States of America or the State to
engage in the banking business within the State and desig-
nated by the City as a depositary of money under the pro-
visions of this Trust Indenture; for the purpose of perform-
ing the functions of a Depositary under Article IV of this
Trust Indenture, the
shall be the Depositary.
21.
"Developer" shall mean Miami Center Associates, Ltd.,
a Florida limited partnership.
"Developmemnt Agreement" shall mean the Lease and
Agreement for Development between the City and the Devel-
oper, dated as of September 13, 1979, as amended from time
to time as provided in Section 721 of this Trust Indenture.
"financial journal": see definition below of
"newspaper".
"fiscal year" shall mean the fiscal year of the City,
being the period commencing on the first day of October
of any year and ending on the last day of September of
the following year.
"General Partner" shall mean Miami Center Associates,
Inc., a corporation organized and existing under the laws
of the State, the managing general partner of the Developer
performing the functions of the chief executive officer of
the Developer.
"Government Obligations" shall mean direct obliga-
tions of, or obligations the principal of and the interest
on which are unconditionally guaranteed by, the United
States of America.
"Gross Revenues of the Convention Center -Garage" for any
particular period shall mean all gross revenues received in
such period by or on behalf of the City during such period,
from its ownership, lease, use, operation or possession of,
or in connection with, the Convention Center -Garage, or any
part thereof, including Rent and other revenues derived* from
leases, subleases and contracts.
"holder", when used with respect to any bonds author-
ized under this Trust Indenture, shall mean the holder or
registered owner, as the case may be, of any bonds then
outstanding.
"Initial Budget" shall mean the budget for Current
Expenses of the Convention Center -Garage for the initial
period of operation of the Convention Center -Garage, as
designated in, and prescribed under, Section 502 of this
Trust Indenture.
•
"Investment Obligations" shall mean Government Obliga-
tions and to the extent from time to time permitted by law,
direct obligations of the Federal Financing Bank, Federal Home
Loan Banks, Federal Land Banks, Federal Banks for Co-opera-
tives, Federal National Mortgage Association, Government
National Mortgage Association, Federal Intermediate Credit
Banks, Export -Import Bank of the United States, Farmers Home
Administration and International Bank for Reconstruction and
Development, and negotiable or non-negotiable certificates of
deposit issued by any bank trust company or national banking
association (including the Trustee and the Depositary), which
is a member of the Federal Reserve System, such certificates
of deposit to be secured as provided in clause (a) of Section
601 of this Trust Indenture and to the extent permitted by
law, repurchase agreements covering any of the foregoing;
provided, that no such obligations or certificates of deposit
shall be included within such term unless the same shall be
payable in United States dollars in the United States of
America.
"Net Revenues of" the Convention Center -Garage ror y
period shall mean 'the excess ' of all Gross Revenues,; of
the Convention Center -Garage received in such period by or,.
for the City over all Current Expenses for such period.
"newspaper" .shall mean a newspaper., and "financial
journal" shall mean a financial news journal, regularly
published in the`English language at least once in each
of five (5) consecutive days of each week.
an
"outstanding", when used with reference to bonds, shall,
mean, as of a particular date, all bonds theretofore authenti
cated and delivered under this Trust Indenture, except:
(1) bonds theretofore cancelled by. the 'Trustee "o
delivered to the Trustee for cancellation;
(2) bonds "and portions obonds, as'provided in
Section 307.hereof; for;whose;.payment or redemptio11.
money.` or,Government Obligations, or both, in the
necess°aryamount�have -theretofore been deposited
with;the Trustee in trust for the holders of such
bonds (whether upon or: prior to maturity or the
redemption date ofsuch`bonds), the principal of and
the interest on such Government Obligations,, if
any, when". due, providing" sufficient moneys to. pay,
with ,any:" other money: so deposited therefor with` the
Trustee, the: principal -'and redemption premium of and
23.
the interest on such bonds being paid or redeemed;
and
(3) bonds in eXchange for or in lieu of which
other bonds have been authenticated and delivered
pursuant to t. is Trust Indenture.
In addition, bonds held,by or for the City, the
Developer, the University or any entity or person control-
ling, controlled by, or under common control with, any of
them, shall not be deemed to be outstanding for the purposes
and within the purview of Article XI of this Trust Indenture.
"Parking Garage" shall mean the multi -level parking
garage which is an integral part of the Convention Center -
Garage.
"Paying Agents" (or "Paying Agent") shall mean the
banks or trust companies designated by the City at which
the coupon bonds and the coupons appertaining thereto may
bc presented for payrrtent, and shall initially include the
Trust.ee and such other banking institutions as are
designated by the City to perform the functions of the
Paying Agents under this Trust Indenture.
"Principal and Interest Requirements" for any fiscal'
year of the City as applied to the bonds issued under the
provisions of this Trust Indenture, shall mean the sum
(1) the amount required to pay the interest on
the bonds then outstanding of such series on 1
and 1 of such fiscal year, and
(2) the airtount of the Arflortizati.ori Requirements
. .
for the term bonds, if any, of such series for such
fiscal year for the retiremerit of terrn bonds of such
series on 1 of such fiscal year.
The Principal and Interest Rec.luiretnents for each fiscal
year shall be determined from time to time by the Trustee
on the assurnptiori that the term 'bonds will be retired
according to the Amortization Requirements for such fiscal
,
year on 1 of such fiscal year.
• • - • • •-• , • • ' • , • •••• :,••• ,
• • . .
, „ , • ,
24.„.,
•
..•. ,
....„ . ,.".
-4"
"principal underwriters" shall mean the firms or
corporations or the firm or corporation named as the
principal underwriters in the resolution or resolutions of
the Commission awarding the bonds.issued under Section 208
of this Trust Indenture. In the event that two or more
firms or corporations shall be named as the principal
underwriters and any such firm or corporation shall retire
from active business leaving no successor, the term shall
thereafter mean the remaining underwriter or underwriters.
In the event that only one firm or corporation shall be
named or shall remain as the principal underwriters and
such firm or corporation shall retire from active business
leaving no successor, the provisions of this Trust Inden-
ture which relate to the principal underwriters shall no
longer De in force. For the purposes of this paragraph
any firm or corporation succeeding to the business of any
such underwriter by assignment, merger or otherwise shall
be deemed to be a principal underwriter.
"Project Director" shall mean the Project Director
or other officer performing the functions of the Project
Director of the City in connection with the Converition
Center or in connection with the Parking Garage.
"Redemption Account" shall mean the special account
created in the Sinking Fund and so deSlgnated by Section
504 of this Trust Indenture.
"Renewal and Replacement Fund" shall mean the City of
Miami Convention Center and Parking Garage Revenue Bonds
Renewal and Replacement. Fund, a special fund created and
so designated by Section 504 of this Trust Indenture.
"Rent" shall mean the Base Rent and the Additional
Rent, collectively, as defined in the Development Contract.
"Reserve Account" shall mean the special account,
designated "Debt Service Reserve Account", created in the
Sinking Fund by Section 504 of this Trust Indenture.
"Revenue Fund" shall mean the city of Miami Conven-
tion Center and Parking Garage Revenue Bonds Revenue Fund,
a special fund created and so designated by Section 504 of
this Trust Indenture.
"series" or "issue" shall mean all the bonds issued
under the provisions of this 'Trust Indenture for paying
the cost of the Convention Center -Garage.
25..
"Sinking Fund" shall mean the City of Miami Conven-
tion=Center and Parking Garage Revenue Bonds Interest and
Sinking Fund, a special fund created and so designated by
Section 504 of this Trust Indenture.
"Supplemental Reserve Fund" shall mean the City of
Miami Convention Center and Parking Garage Revenue Bonds
Supplemental Reserve Fund, a special fund created and so
designated by Section 504 of this Trust Indenture.
"State" shall mean the State of Florida.
"Surplus Fund" shall mean the City of Miami Conven-
tion Center and Parking Garage Revenue Bonds Surplus Fund,
a special fund created and so designated by Section 504 of
this Trust Indenture.
"Trust Indenture" or "this Trust Indenture" shall mean
this Trust Indenture with all agreements supplemental hereto
as herein permitted.
"Trustee" shall mean the then Trustee
designated and. acting as Trustee under this Trust Inden
ture and any successor and Trustee.
"University" shall mean the University of Miami, a non
profit corporation organized and existing under the laws of
the State.
"University Agreement" shall mean the agreement so
designated between the City and the University, dated
April 1, 1977, relating to the City's lease to the Univer-
sity of space in the Convention Center and the payment by
the University to the City of rent:..
Section 102. Words of the masculine gender shall be
deemed and construed to include correlative words of the
feminine and neuter genders. Unless the context shall
otherwise indicate the words "bond", "coupon", "owner",
"holder" and "person" shall include the plural as well as
the singular number and the word "person" shall include
corporations and associations, including public bodies,
as well as natural persons.
i�.
ARTICLE II.
4t
hen1 tlbatiot.'„DellverY'Arld
Section 201. No bonds may be issued under the provi-
sions of this Trust Indenture except in accordance with the
provisions of this Article.
In authorizing the issuance of any bonds under Section
209 of this Article, the resolution or other instrument
providing for the issuance of such bonds shall require that
proceeds of such bonds shall be deposited to the credit of
the Reserve Account in an amount equal, with the amount then
held for the credit of the Reserve Account, to the maximum
Principal and Interest Requirements for any fiscal year
thereafter, including both the bonds then outstanding
and the bonds authorized under Section 209, then being
delivered.
• The city covenants that it will not pledge any of the '
revenues Of 'the Convention Center -Garage to pay or secure
the.payment'Of any bonds, or other indebtedness, not '
secured under the provisions of this Trust Indenture, - -
except inOney ,held for the credit of the Surplus Fund from '
time 'totime which shall remain after fulfilling the
reqUireMentS,of Section 512 of this Trust Indentute.'
. Section 202. The definitive bonds are issuable as
coupon bonds in the denomination of $5,000 each and as
registered bonds without coupons in denominations of $5,000
or any' multiple thereof. The: definitive bonds issued under
the provisions olf Section 208 of this Article and the interest
coupons to be. attached thereto, thP-statement of validation
ancF,theprovisions for registration and reconversion to be
endorse'd, on' the bonds, shall be, respectively, substantially
in.the,forms indicated in the Preamble to this Trust Indenture
with such appropriate variations, omissions and insertions as
may:be
:required or permittedby this Trust Indenture. The
bonds issued under the provisions of Section 209 and Section
210 ;of this Article shallbe substantially in the forms
hereinabove set forth, with such additional changes as may
benecessary or appropriate to conform to the provisions of
any, resolution of the City providing for the issuance of
111111.1111.1111111111111111111
ARTICLE II.
Form, EXecUtion, Authentication, Delivery And Registration
Of. Bonds
- •
Section 201. No bonds may be issued under the provi-
sions 'Of this Trust Indenture except in acCOrdance with the
provisions of this Article.
In authorizing the issuance of any bonds under Section
209 of this Article, the resolutionor other instrument
providing for the issuance of such bonds shall require that
-
proceeds of such bonds shall be deposited to the credit of
the Reserve Account in an amount equal, with the amount then
held for the credit of the Reserve Account, to the maximum
Principal and Interest Requirements for any fiscal year
thereafter, including both the bonds then outstanding
and the bonds authorized under Section 209, then being
delivered.
The City covenants that it will not pledge any of the
revenues of the Convention Center -Garage to pay or secure
the payment of any bonds, ,or. otherindebtedness, not
secured under the provisions of this Trust Indenture,
except money held for the' credit of the Surplus Fund from
time to time which shallremain. fulfilling the
requirements of SectiOn-512' of this Trust IndentuKe.
, •
Section 202. The definitive bonds are issuable as
coupon bonds -in theAenOMination of $5,000 each and as
registered bonds WithOUt couponsin denominations of $5,000
or any multiple thereof. The definitive bonds issued under
the provisions of Section 208 of this Article and the interest
coupons to be attached theretOthe-statement of validation
. - .
and the provisions fcr and reconversion to be
endorsed on the bondS, shail-be,,espectively, substantially
in the forms indicated in the.Preamble to this Trust Indenture
with such approPriate, variations, omissions and insertions as
may be reqUireci3Orpermittedby. this Trust Indenture. The
bonds issued -under. the -provisions of Section 209 and Section
210:of ihisArti.cle_shall-be substantially in the forms
hereinabOVe .set forthi with such additional changes as may
be necessary or appropriateto conform to the provisions of
any resolution of the.Cityproviding for the issuance of
, , s
• 27.
II 111111111111111111111M
such bonds. All such bonds may have endorsed thereon such
legends or text as may be necessary or appropriate to
conform to any applicable rules and regulations of any
governmental authority or of any securities exchange on
which the bonds may be listed or any usage or requirement o
law with respect thereto.
Coupon bonds of each series shall be numbered from
1 consecutively upward within each stated maturity, each
number being prefixed by the last two digits of the year of
such stated maturity. Registered bonds of each series shall
be numbered from 1 consecutively upward, each number being
prefixed by the letter "R-". Each of the bonds may bear an
identifying so-called CUSIP number but any failure to
include such number or any error in any CUSIP number so
included shall not in any way affect the validity of the
bonds.
Section 203. The bonds shall be dated; shall bear
interest until their payment, such interest being payable
on the lst day of and of in each year, and
shall be stated to mature (subject to the right of prior
redemption) on the lst day of in the year or years,
all as hereinafter provided.
Each coupon bond shall bear interest from its date
or, if authenticated, after the first interest payment date,
from the interest payment date next preceding the date on
which it is authenticated. Each registered bond without
coupons shall bear interest from the interest payment
date next preceding the date on which it is authenticated,
unless it is authenticated upon an interest payment date, in
which case it shall bear interest from its date; provided,
however, that if at the time of authentication of any
registered bond without coupons interest is in default, such
bond shall bear interest from the date to which interest
shall have been paid.
The bonds shall bear the facsimile signature of the
Mayor of the City, and a facsimile of the official seal of
the City shall be imprinted on the bonds and attested by the
signature of the City Clerk of the City. The coupons
attached to the coupon bonds shall be substantially in the
form hereinabove set forth and shall bear the facsimile
signature of the City Clerk of the City.
In case any officer whose signature or a facsimile of
whose signature shall appear on any bonds or coupons shall
cease to be such officer before the delivery of such bonds,
such signature or facsimile shall nevertheless be valid and
sufficient for all purposes the same as if he had remained
in office until such delivery, and also any bonds may
bear the signature or signatures or the facsimile signature
or signatures of such persons as at the actual time of the
execution of such 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 interest on the bonds
shall be payable in any coin or currency of the United
States of America which on the respective dates of payment
thereof is legal tender for the payment of public and
private debts. The principal of and the interest on all
coupon bonds, except the interest on any bond which may be
registered as to both principal and interest, shall be
payable at the corporate trust office of the Trustee under
this Trust Indenture or, at the option of the holder, at any
Paying Agent. The principal of all registered bonds without
coupons shall be payable at the corporate trust office of
the Trustee, and payment of the interest on each registered
bond without coupons shall be made by the Trustee on each
interest payment date to the person appearing on the
registration books of the the City hereinafter provided for
as the registered owner thereof, by check or draft mailed
to such registered owner at his address as it appears on
such registration books. Payment of the principal of all
bonds shall be made upon the presentation and surrender of
such bonds as the same shall become due and payable.
Payment of the interest on the coupon bonds shall be made
upon the presentation and surrender of the coupons, if any,
representing such interest as the same respectively become
due and payable.
Section 204. Only such of the bonds as shall have
endorsed thereon a certificate of authentication sub-
stantially in the form hereinabove set forth, duly executed
by the Trustee, shall be entitled to any benefit or security
under this Trust Indenture. No bond and no coupon apper-
taining to any coupon bond shall be valid or obligatory for
any purpose unless and until such certificate of authentica-
tion shall have been duly executed by the Trustee, and such
certificate of the Trustee upon any such bond shall be
conclusive evidence that such bond has been duly authenticated
and delivered under this Trust Indenture. The Trustee's
certificate of authentication on any bond shall be deemed to
have been duly executed if signed by an authorized officer
of the Trustee, but it shall not be necessary that the same
officer sign the certificate of authentication on all of the
bonds that may be issued hereunder at any one time. Before
authenticating or delivering any coupon bonds the Trustee
shall detach and cancel all matured coupons, if any, apper•
-
taining thereto, except any coupons which represent unpaid
interest.
Section 205. Coupon bonds, upon surrender thereof at
the corporate trust office of the Trustee, with all unmatured
coupons and all matured coupons in default, if any, appertaining
thereto, may, at the option of the holder thereof, be exchanged
for an equal aggregate principal amount of registered bonds
without coupons of the same series and maturity, of any
denomination or denominations authorized by this Trust
Indenture, bearing interest at the same rate or rates, and,
with the exception of the differences between the form of
coupon bonds and the form of registered bonds without
coupons which are set forth in the Preamble of this Trust
Indenture, in the same form as the coupon bonds surrendered
for exchange.
Registered bonds without coupons, upon surrender
thereof at the corporate trust office of the Trustee,
together with an assignment duly executed by the registered
owner or his attorney or legal representative in such form
as shall be satisfactory to the Trustee, may, at the option
of the registered owner thereof, be exchanged for an equal
aggregate principal amount of (i) coupon bonds of the same
series and maturity, bearing interest at the same rate or
rates and having attached thereto coupons representing all
unpaid interest due or to become due thereon, or (ii)
registered bonds without coupons of the sames series and
maturity, of any denomination or denominations authorized by
this Trust Indenture, and bearing interest at the same rate
or rates, and in either case, with the exception of the
differences between the form of coupon bonds and the form of
registered bonds without coupons which are set forth in the
Preamble of this Trust Indenture, in the same form as the
registered bonds without coupons surrendered for exchange.
The City shall make provision for the exchange of bonds
at the corporate trust office of the Trustee.
Section 206. Title to any coupon bond and title to any
interest coupon shall pass by delivery in the same manner as
a negotiable instrument payableto bearer. The Trustee is
hereby appointed as Bond Registrar and as such shall keep
books for the registration and for the transfer of bonds as
provided in this Trust Indenture. The principal of any
registered bond without coupons shall be payable only to or
upon the order of the registered owner or his legal repre-
sentative.
The transfer of any registered bond without coupons may
be registered upon the books kept for the registration and
registration of transfer of bonds upon surrender thereof to
the Bond Registrar together with an assignment duly executed
by the registered owner or his attorney or legal representa-
tive in such form as shall be satisfactory 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
without coupons, registered in the name of the transferee,
of any dery mination or denominations authorized by this
Trust Indenture or, at the option of the transferee, coupon
bonds with coupons attached representing all unpaid interest
due or to become due thereon, in an aggregate principal
amount equal to the principal amount of such registered bond
without coupons, of the same series and maturity and bearing
interest at the same rate.
In all cases in which bonds shall be exchanged or
registered bonds without coupons shall be transferred
hereunder by registration as aforesaid, the City shall
execute and the Trustee shall authenticate and deliver at
the earliest practicable time bonds in accordance with the
provisions of this Trust Indenture. All bonds and coupons
surrendered in any such exchange or transfer shall forthwith
be cancelled by the Trustee unless in the case of coupon
bonds the City shall direct the Trustee in writing to hold
such bonds and coupons in safekeeping for delivery in
exchange for registered bonds in accordance with the provi-
sions of Section 205 and this Section. The City or the
Trustee may make a charge for every such exchange or trans-
fer of bonds sufficient to reimburse it for any tax, or
other governmental charge required to be paid with respect
to such exchange or transfer, but no other charge shall be
made to any bondholder for the privilege of exchanging or
transferring bonds under the provisions of this Trust
Indenture. Except as otherwise provided in the preceding
sentence, the cost of preparing each new coupon bond or
registered bond upon each exchange or transfer and any
other expense of the City or the Trustee incurred in
31.
connection therewith shall be paid by the City. Neither the
City nor. the Trustee shall be required to make any such ex-
change or register the transfer of bonds during the fifteen
(15) days immediately preceding an interest payment date on
the bonds or, in the case of any proposed redemption of
bonds, immediately preceding the date of the first publica-
tion of notice of such redemption or after such bonds or any
portion thereof have been selected for redemption.
Section 207. As to any registered bond without cou-
pons, the person in whose name the same shall be registered
shall be deemed and regarded as the absolute owner thereof
for all purposes, and payment of or on account of the
principal of any such bond and the interest on any such
registered bond without coupons shall be made only to or
upon the order of the registered owner thereof or his legal
representative. All such payments shall be valid and
effectual to satisfy and discharge the liability upon such
bond, including the interest thereon, to the extent of the
sum or sums so paid. The City, the Trustee and the Paying
Agents may deem and treat the hearer of any coupon bond or
coupon appertaining to any coupon bond, as the absolute
owner of such bond or coupon, whether such bond or coupon
shall be overdue or not, for the purpose of receiving
payment thereof and for all other purposes whatsoever, and
neither the City, the Trustee nor the Paying Agents shall be
affected by any notice to the contrary. The bonds and the
interest coupons appertaining to the coupon bonds shall have
all the qualities and incidents (including negotiability) of
investment securities within the meaning and for all the
purposes of the Uniform Commercial Code of the State.
Section 208. There shall be initially issued under and
secured by this Trust Indenture revenue bonds of the City in
the aggregate principal amount of Sixty Million Dollars
($60,000,000)* for the purposes of paying, with other funds
In the event the air space over the Parking Garage shall
not be leased, sold or otherwise disposed of by the City
to a developer or developers for the construction of a
commercial or other structure, the maximum amount of
bonds authorized to be issued shall be reduced by a total
principal amount of Ten Million Dollars ($10,000,000),
being equivalent to the estimated cost of expanding the
Parking Garage to provide additional parking spaces,
presently estimated to be five hundred (500) additional
parking spaces, and making such structural and other
changes in the Parking Garage necessary to effectuate the
utilization of the air space over the Parking Garage for
such commercial or other structure.
32.
available therefor, the cost of the Convention Center -Garage.
Said bonds shall be designated "Convention Center and
Parking Garage Revenue Bonds", shall be dated as of the
1st day of , 1980, and shall be payable as provided
in this Article at the corporate trust office of the Trustee
in the City of , , or at
, in the Borough of Manhattan,
City and State of New York.
The bonds shall be stated to mature, subject to the
right of prior redemption, on in the aggregate
principal amount of Million Dollars ($
and on in the aggregate principal amount of
Million Dollars ($ ). The bonds
shall be subject to (mandatory] redemption (and retirement)
from money in the Sinking Fund in satisfaction of the
Amortization Requirements therefor as follows:
Each of said bonds shall be executed substantially in
the form and manner hereinabove set forth, shall have
printed thereon a statement of validation in the form here-
inabove set forth, and shall be deposited with the Trustee
for authentication, but prior to or simultaneously with the
authentication and delivery of said bonds by the Trustee
there shall be filed with the Trustee the following:
(a) a copy, certified by the City Clerk 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;
(b) a copy, certified by the City Clerk or a
Deputy City Clerk of the Commission, of the
resolution of the Commission awarding said
bonds, specifying the interest rate of each
of said bonds, fixing the times and prices at
which said bonds are to be redeemable; and
directing the authentication and delivery of
, . .
• ' '
said bonds to or upon the order of the purchasers
therein named upon payment of the purchase price
therein set forth;
a copy, certified by the City Clerk or a Deputy
City Clerk of the Commission, of each, resolution;,
of the Commission authorizing the execution and
delivery of the Development Agreement and the Uni-
versity Agreement;.
(d)` a signed certificate of title of a nationally
recognized title guarantee company to the effect.
that it shall issue its standard form of policy of
title insurance to the Trustee, or a signed
counterpart of such policy of title insurance,
insuring the fee simple title of the City to the
sites on which the Convention Center -Garage is to
be constructed in the amount of
Dollars ($ ), in form and substance
satisfactory to the City and the Trustee;
the Development:
(e) a: fully executed counterpart of
Agreement;
(f) a fully executed counterpart or certified copy of!
the University Agreement;
(g) -a survey plat of the' ,site on which the Convention
Center-Garage'is to constructed and a certifi-
cate.signed by a surveyor or .engineer, qualified
and licensed inthe State, `stating that the
. ConventionCenter-Garage, .except for certain
encroachments upon`adjacent properties shown by
such survey plat, willbe.wholly located in and
uponthe site.described in,;the certificate of
title or title 'Policy' mentioned in item (d)
above;
(h)' a statement,. signed by the Architects and approved
by the City. Manager, giving the Architects' esti-
mate of the cost of :the Convention Center -Garage
and the respective dates .the Convention Center and
the Parking;Garage will.be ready for use and
occupancy;''
(i ), a ..signed opinion of . counsel for the City to the
effect that the signer has -determined that the
34
III III IIIIII1 IrU•••
special warranty deeds or other instruments of
conveyance to the City of title to the sites on
which the Convention Center -Garage is located and
this Trust Indenture have been duly executed and
delivered, are valid and binding according to
their terms; and that said deed has been duly
recorded, stating the book number and the pages
thereof, in the recording office of Dade County,
Florida, and that said special warranty deed vests
in the City fee simple title, free and clear of
any and all liens and encumbrances other than
those mentioned in such counsel's opinion pursuant
to item (0) of this Section;
(j) a signed opinion City
of counsel for the City stating
with respect to thethat (i) the execution
and delivery by theCity of the Development
Agreement between City and the Developer
and the university Agreement between the City and
the University have been duly authorized and that
such Agreements, a ssuming proper authorization
nd execution by the Developerand the University,
respectively, are
in force and effect and consti-
tute valid and binding agreements of the parties
hereto in accordance with their terms, 11)no
provision
,
tin any of such Agreements violates any
provision of the applicable law or this TrustIndenture or results in or constitutes a derauitt
which counsel forptaArtyCly has other instrument
under any agr t indenture or
be bound Agreements a 1
which
d and (iii) the Ci Y re not sup
oif, h the City
is a ' t 's execution
or by which th:nCdity may
knowledge and to
delivery of such
authorization, ject to any
rization, consent approval
f iCer of any
menta odY. public or regulatory author-
ity not theretofore obtained or effected if
required;
(k) signed opinion of counsel of the University, to
the effect, with respect to such corporation,
that (i) it is a non-profit corporation duly
organized and existing under the laws of the
State and in good standing in the State, (ii)
the execution and delivery for arid on behalf of
the University of, and performance of its obliga-
tions under, the University Agreement, have been
duly authorized by all necessary corporate action
35.
(1)
of the Board of Trustees or other duly authorized
body of the University, (iii) said Agreement has
been duly executed by it and, assuming proper
authorization and execution thereof by the City,
constitutes a valid and binding agreement of the
parties thereto in accordance with its terms, (iv)
no provision of said Agreement violates any pro-
vision of the University's articles of incorpora-
tion or bylaws or results in a breach of, or
constitutes a default under, any gift of funds,
agreement, indenture or other instrument to which
it is a party or by which it may be bound and (v)
its making or performance of said Agreement is not
subject to any authorization, consent, approval or
review of any governmental body or regulatory
authority not theretofore obtained or effected,
if required;
signed opinion of counsel of the Developer, to the
,effect,, with respect to such entity, that (i) it
is:a limited partnership, duly organized and
existing 'under the'laws of the State and in good
standing.in the State, (ii) its making and per-
forinance of the Development Agreement has been
duly authorized by all necessary corporate action
of the Board of Directors of the General Partner,
(iii).said;':Agreement has been authorized and duly
executed by the General Partner, on its behalf and,
assuming proper authorization and execution
thereof by the other party or parties to the
Agreement, constitutes a valid and binding
agreement'of the parties thereto in accordance
with its terms, (iv) no provision of said Agree
ment violates any provision of the Developer's
limited partnership agreement or results in a
breach:of, or constitutes a' default' under, any
agreement,indenture or other instrument to which
a party..or: by; which it may be bound and (v)
the General.Partner's making or performance of,..
said Agreement on its behalf is not subject to;any
authorization, consent,' approval or; review of any
governmenta]. body or regulatory authority not
theretofore. .Obtained -or 'effected, if required;
(m) a signed opinion :of: counsel > for the 'City; stating
that City; has caused to . be obtained.:all " ;'
permits,,approvals, franchises,;privileges.and
legal clearances under Federal, state or local
laws and from Federal, state or local entities or
officers necessary for the acquisition of the site
on which the Convention Center -Garage is to be •
constructed and for certain encroachments mention-
ed in clause (h) of this Section and that such
counsel has no reason to believe that the City
will be unable to obtain such additional authori-
zation, consents, approvals or permits that may be
required in the future for the acquisition,
construction, use and operation of the Convention
Center and the Parking Facilities;
) a signed opinion of counsel for the City to the
effect that (i) the City is authorized to acquire
and own the sites on which the Convention Center -
Garage is to be constructed and to construct the
Convention Center -Garage and that such acquisi-
tion, ownership and construction do not violate
the Applicable Law and are in conformity with this
Trust Indenture; (ii) the issuance of the bonds
and the pledge of revenues and the covenant to
make up deficiencies in such revenues from other
revenues of the City, exclusive of ad valorem tax
revenues under this Trust Indenture,the proceed-
ings of the Commission in connection with such
bonds and the Convention Center -Garage, this Trust
Indenture and the appointment of the Trustee under
this Trust Indenture have all been duly and
validly authorized under and all conditions
precedent to the delivery of said bonds have been
fulfilled; (iii) said bonds are valid and binding
obligations of the City in accordance with their
terms and are legally secured under this Trust
Indenture and revenues of the City to be derived
under the Development Agreement and the University
Agreement, as provided therein; and (iv) that
other proceedings, actions and instruments respect-
ing the Convention Center -Garage and the bonds are
covered by such opinion, as required by bond
counsel;
(0) a signed opinion of counsel for the City to the
effect that the signer has reviewed the certifi-
cate of title or the title insurance policy, as
the case may be, mentioned in item (d) of this
Section and that such certificate or policy meets
37.
the requirements therefor of this Section and
otherwise is in form and substance adequate for
the purposes thereof, that the liens and other
encumbrances mentioned in such certificate or
policy do not materially affect the construction,
operation, repair or maintenance of the Convention.
Center -Garage, or the security for the bonds;
a copy, certified by the secretary or an assistant
secretary of the General Partner, of a resolution
adopted by the Board of Directors thereof approv-
ing and authorizing the execution and delivery on
behalf of the Developer of the Development Agreement;
a copy, certified by the secretary or an assistant
secretary of the University, of a resolution
adopted by the Board of Trustees thereof approving
and authorizing the execution and delivery of the
University Agreement;
(r) a copy, certified by the Clerk or Deputy Clerk of
the Commission, of (i) the contract for the
purchase of the site on which the Convention
Center -Garage will be constructed, dated
and (ii) said special warranty deed, dated
, conveying the site on which the Conven-
tion Center -Garage will be constructed to the
City;
a statement signed by the Architects, accompanied
by a signed opinion of counsel for the City to the
same effect, certifying that in his opinion the
terms, conditions, covenants running with the land
and other requirements relating to the use of
the sites on which the Convention Center -Garage
will be constructed, if any, have been complied
with in the design, construction and operation of
the Convention Center -Garage as proposed, and
that all approvals and consents, respecting
compliance with such terms, conditions, covenants
and requirements, have been duly obtained and that
the plans, drawings, specifications, conditions,
contracts and other contract documents for the
construction of the Convention Center -Garage and
the Development Agreement and the University
Agreement do not contain any provisions in
conflict with, and include such provisions, if
any, as are required under, such contracts and
agreements.
such additional legal opinions, certificates, pro-
ceedings, instruments and other documents as the
Trustee, Bond Counsel or the principal underwriters
38.
may reasonably request to evidence compliance by
the City, the Developer and the University with
legal requirements, and the due performance or
satisfaction by the City, the Developer and the
University at or prior to such time of all agree-
ments then to be performed and all conditions then.
to be satisfied.
When the documents mentioned in clauses (a) to (t), in-
clusive, of this Section shall have been filed with the Trust-
ee, and when said bonds shall have been executed and authen-
ticated as required by this Trust Indenture, the Trustee
shall deliver said bonds at one time to or upon the order of
the principal underwriters but only upon payment to the Trust-
ee of the purchase price of the bonds so delivered. The Trust-
ee shall be entitled to rely upon such resolutions as to the
interest rate for each of said bonds and other provisions of
the bonds, the names of the Paying Agents, the names of the
principal underwriters and the amount of such purchase price.
Simultaneously with the delivery of said bonds the Trust-
ee shall apply the proceeds (including accrued interest) of
said bonds as follows:
(1) the Trustee shall deposit to the credit of a
special checking account in its commercial
department in the name of the City the sum
of Thousand Dollars ($
to be used by the City for the payment of
expenses incident to the issuance of the
bonds and other items of cost and expense
referred to in Section 403 of this Trust
Agreement; the Trustee shall he under no duty
or obligation with respect to the disburse-
ment by the City of such sum or any part
thereof; the City Shall pay such expenses by
checks drawn on said special checking account
and signed by such officers of the
City as are authorized;
(2) the Trustee shall deposit to the credit of
the special account hereinafter created in
the Sinking Fund and designated "Bond Service
Account" such amount, if any, as may be
required (in addition to the accrued interest
on said bonds) to make the amount then due to
the credit of the Bond Service Account equal
to the total amount of the interest which
will become due and payable on said bonds
prior to the next succeeding
(3) the Trustee shall deposit to the credit of
the special account hereinafter created in
the Sinking Fund and designated "Reserve
Account" the sum of Dollars
(S ); and
39.
(4)
the Trustee shall transfer the balance of
the proceeds of said bonds for deposit to
the credit of the Construction Fund for
paying the costs of the construction of
the Convention Center -Garage.
Money deposited to the credit of the Construction Fund
under the provisions of paragraph (4) of this Section shall
be applied by the City to the payment of such costs from
time to time pursuant to the provisions of Article IV of
this Trust Indenture.
When all expenses incident to. .the financing have been
paid, the Director of Finance of the City shall withdraw any
balance remaining to the credit, of the special checking
account mentioned in paragraph (1) of this Section and
deposit the same to the credit of the Construction Fund.
Section 209. If and to the extent necessary (as shown
by the documents mentioned in clauses (a) and (c) of this'
Section) to provide additional funds for completing the
payment of the cost of the Convention Center -Garage, addi-
tional bonds of the City, of the same designation, maturity
date or dates and issue as the bonds issued under the
provisions of Section 208 of this Trust Indenture, may be
issued under and secured by this Trust Indenture, in an
amount sufficient in the determination of the Consulting
Engineer and the Commission for completing the payment of
the cost of the Convention Center -Garage.
Before any such additional bonds shall be issued under
this Section, the City shall obtain the signed report of the
Consulting Engineer determining the amount required to
complete the payment of the cost of the Convention Center -
Garage. The Commission shall then. adopt a resolution
authorizing the issuance of such additional bonds, fixing
the amount and the details thereof and determining that
the issuance o.f such additional bonds is necessary to
complete the payment of the cost of the Convention Center -
Garage. Such additional bonds shall be dated the 1st day of
any month, shall bear interest at a rate or rates not
exceeding the maximum rate then permitted by law, and may be
made redeemable at such times and prices (subject to the
provisions of Article III of this Trust Indenture), all as
may be provided in the resolution authorizing the issuance
of such bonds.
Except as to any differences in the rate or rates of
interest, the maturities or the provisions for redemption,
such additional bonds shall be on a parity with and shall
be entitled to the same benefit and security of this Trust
Indenture as all other bonds theretofore or hereafter
issued under this Trust Indenture.
Such additional bonds shall be executed substantially
in the form and manner hereinabove set forth, with such
changes as may be necessary or appropriate to conform to the
provisions of the resolution or resolutions authorizing the
issuance of such additional bonds, and shall be deposited
with the Trustee for authentication and delivery, but before
such bonds shall be delivered by the Trustee there shall be
filed with the Trustee the following:
(a) a copy, certified by the Clerk or Deputy
Clerk of the Commission, of the resolution adopted
by the Commission authorizing the issuance of such
additional bonds in the amount specified therein and
providing for such deposits to the credit of such
Funds and Accounts established under Section 504 of
this Trust Indenture as shall be required under this
Trust Indenture and said resolution by reason of the
issuance of such additional bonds;
(b) a copy, certified by the Clerk or Deputy
Clerk of the Commission, of the resolution adopted
by the Commission awarding such bonds, fixing, unless
fixed in the resolution mentioned above in item (a)
of this Section, the Amortization Requirements for
any term bonds, the interest rate or rates and other
provisions of such bonds not 9therwise provided and
directing the authentication and delivery of such bonds
to or upon the order of the purchasers therein named
upon payment of the purchase price therein set forth;
(c) a statement, signed by the Architect, (i)
giving his estimate of the date on which the construc-
tion of the Convention Center -Garage will be completed,
(11) giving his estimates of the cost of the Convention
Center -Garage and the total amount required for com-
pleting the payment of the cost of the Convention
Center -Garage, and (iii) stating that the proceeds of
such additional bonds will be required and will be
sufficient, with other funds, if any, made available
therefor, for paying such cost, including depositing to
41.
Ji
the credit of any Fund or Account established under
Section 504 of this Trust Indenture such amounts,
respectively, as shall be required, by reason of the
issuance of the bonds then requested to be authenti—
cated and delivered, under this Trust Indenture and the
resolution of the Commission mentioned in clause (a) of
this Section;
(d) a copy of a resolution, certified by the.
Secretary or assistant secretary of the General Partner
duly adopted by the Boord of Directors of the General
Partner, approving the issuance of such additional
bonds on behalf of the Developer; and
(e) a signed opinion of counsel for the City to
the effect that (i) the issuance of said additional
bonds has been duly and validly authorized and all
conditions precedent to the delivery of such bonds have
been fulfilled, (ii) said additional bonds are valid
and binding obligations of the City in accordance with
their terms, (iii) the interest payable on said bonds
(except as to any bond held by a "substantial user" or
"related person") is exempt from Federal income tax
under Federal law and regulations and rulings thereunder
then in force, (iv) any financing and continuation
statements required to be filed under the provisions
of the Uniform Commercial Code of this State have been
duly filed in such manner and in such place as is
required by law to preserve and protect the lien
thereof on all collateral specifically or generally
described herein as subject to such lien, (v) no taxes
are payable and no governmental orders or permits not
heretofore obtained are necessary in connection with
the execution and. issuance of said bonds, and (vi)
except as to any differences in the rates of interest,
the maturities or the provisions for redemption, said
additional bonds are on a parity with and are entitled
to the same benefit and security of this Trust Inder0-
ture as all other bonds now or hereafter issued under
this Trust Indenture.
When all of such documents, as required under the above
items (a) to (e), inclusive, shall have been filed with the
Trustee, and when the bonds described in the resolutions
mentioned in clauses (a) and (b) of this Section shall have
been executed and authenticated as required by this Trust
42.
•
Indenture, the Trustee shall deliver such bonds at one time
to or upon the order of the purchasers named in the resolu-
tion mentioned in said clause (b), but only upon payment to
the Trustee of the purchase price of such bonds. The
Trustee shall be entitled to rely upon such resolution as to
the names of the purchasers, the interest rate or rates of
such bonds, the amount of such purchase price and all other
matters set forth therein.
The proceeds (including accrued interest) of the bonds
issued under the provisions of this Section shall be ap-
plied by the Trustee simultaneously with the delivery of
said bonds as follows:
(1) if so provided in the resolution mentioned
in clause (a) of this Section, a sum not exceeding
the amount determined by the City to be required
therefor shall be deposited to the credit of a check-
ing account in the commercial department of the Trustee
in the name of the City to be used by the City for the
payment of expenses incident to the issuance of such
additional bonds and any other items of cost
and expense, referred to in Section 403 of this Trust
Indenture, incurred by the City prior to the delivery
of such bonds; the Trustee shall be under no duty
or obligation with respect to the disbursement by the
City of such sum or any part thereof; the City shall
pay such expenses by checks drawn on said checking
account and signed by any of the officers or employees
of the City who shall be designated by the Commission
by resolution for such purpose; any balance of said
sum not expended within four months from the date of
delivery of said bonds shall be transferred by the
Director of Finance of the City to the Trustee for
deposit to the credit of the Construction Fund;
(2) the accrued interest and, if so provided in
the resolution mentioned in clause (a) of this Section,
such additional amount as shall be specified in such
resolution, to pay the interest which will accrue on
such additional bonds shall be deposited to the credit
of the Bond Service Account;
(3) a sum shall be deposited to the credit of
the Reserve Account in such amount as may be required to
make the amount then on deposit to the Reserve Account
equal to the maximum Principal and Interest Requirement
for any fiscal year thereafter on account of all bonds,
including additional bonds then being issued; and
43.
(4) the balance of the proceeds of such bonds
shall be deposited with the Trustee to the credit of
the Construction Fund.
Section 210. Refunding bonds of the City may be issued
at any time, but only in conformity with Applicable Law,
for the purpose of providing funds for refunding all of the
bonds then outstanding, including the payment of any redemp-
tion premium thereon and interest which will accrue on such
bonds to the redemption date or stated maturity date or
dates and any expenses in connection with such refunding.
Such refunding bonds may be issued to effect a defeas-
ance of this Trust Indenture pursuant to Article XII hereof.
Section 211. Until definitive bonds are ready for
delivery, whether such bonds are issued pursuant to Section
208 or 209 of this Trust Indenture, there may be executed
and upon request of the City the Trustee shall authenticate
and deliver, in lieu of definitive bonds and subject to the
same limitations and conditions, temporary printed, en-
graved, lithographed or typewritten bonds, in the form of
either bearer bonds in the denomination of $5,000 or any
multiple thereof, with or without coupons, or registered
bonds without coupons in denominations of $5,000 or any
multiple thereof, or both, as the Commission by resolution
may provide, substantially of the tenor of the bonds set
forth in this Trust Indenture and with such appropriate
omissions, insertions and variations as may be required.
Until definitive bonds of any series are ready for de-
livery, any temporary bond of such series may, if so pro-
vided by the Commission by resolution, be exchanged at the
trust office of the Trustee, without charges to the holder
thereof, for an equal aggregate principal amount of tem-
porary coupon bonds or of temporary registered bonds with-
out coupons, or both, of like tenor, of the same series
and maturity 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 executed, endorsed and delivered to the Trustee,
and the Trustee, upon presentation to it at its trust office
of any temporary bond accompanied by all unpaid coupons, if
any, shall cancel the same or cause the same to be cancelled
and authenticate and deliver in exchange therefor at the place
designated by the holder, without charge to the holder thereof,
a definitive bond or bonds of an equal 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 appertaining to definitive coupon •
bonds and representing interest theretofore paid shall be
detached and cancelled by the Trustee. Until so exchanged the
temporary bonds shall in all respects be entitled to the same
benefit and security of this Trust Indenture as the definitive
bonds to be issued and authenciated hereunder. Interest on
temporary coupon bonds, when due and payable, if the defini-
tive bonds shall not be ready for exchange, shall be paid on
presentation of such temporary coupon bonds and notation
of such payment shall be endorsed thereon, or such inter-
est shall be paid upon the surrender of the appropriate
coupons if coupons representing such interest shall be
attached to such temporary bonds.
Section 212. In case any bond secured hereby shall be-
come mutilated or be destroyed, stolen or lost, the Director
of Finance may cause to be executed, and the Director of
Finance may cause to be authenticated and delivered by the
Trustee a new bond of like date and tenor in exchange and
substitution for and upon the cancellation of such mutilated
bond and its interest coupons, if any, or in lieu of and in
substitution for such bond and its coupons, if• any, destroyed,
stolen or lost, upon the holder's paying the reasonable
expenses and charges of the City, and the Trustee in con-
nection therewith and, in case of a bond destroyed or lost,
his filing with the Director of Finance and Trustee evidence
satisfactory to the Director of Finance and the Trustee that
such bond and coupons, if any, were destroyed or lost, and of
his ownership thereof, and furnishing the City and the Trustee
indemnity satisfactory to them.
Section 301. The bonds issued under the provisions of
Section 208 of this Trust Indenture at the time outstanding
which are stated to mature on or after 1, 19 ,
may be redeemed prior to their maturity either in whole, on
any date not earlier than 1, 19 , at the
option of the City, from any moneys that may be made available
for such purpose, or in part, on any interest payment date
not earlier than 1, 19 , from money in the
Sinking Fund, at the principal amount of the bonds to be
redeemed, whether such redemption shall be in whole or in
part, together with the interest accrued thereon to the date
fixed for redemption, plus a premium of % of such principal
amount if redeemed on or prior to 30, 19 , % if.
redeemed thereafter and on or prior to 30, 19 ,
% if redeemed thereafter and on or prior to 30,
19 , and % if redeemed thereafter and on or prior to
30, 19 .
If less than all of the bonds of any one maturity
shall be called for redemption, the particularbonds or
portions of registered bonds without coupons of such maturity
to be redeemed shall be selected by lot by the Trustee in
such manner as the Trustee in its discretion may determine,
and if less than all of the bonds stated to mature on
different dates shall be called for redemption, the parti-
cular bonds or portions of registered bonds without coupons
to be redeemed shall be called in the inverse order of their
maturities; provided, however, that the portion of any
registered bond without coupons to•be redeemed shall be in
the principal amount of $5,000 or some multiple thereof, and
that, in selecting bonds for redemption, the Trustee shall
treat each registered bond without coupons as representing
that number of coupon bonds which is obtained by dividing
the principal amount of such registered bonds by $5,000.
The bonds issued under the provisions of Sections 209
or 210 of this Trust Indenture may be made subject to
redemption, either in wholeor in part and at such times
and prices, as may be provided in the resolution of the
Commission authorizing the issuance or the award of such
bonds; provided, however, that any redemption in part may be
made only on an interest payment date and from money in the
Sinking Fund. Redemption in whole shall be deemed to be a
redemption of all of the bonds then outstanding or a redemp-
tion from money other than money in the Sinking Fund of all
or a portion of the bonds.
Section 302. Not less than thirty (30) days before
the redemption date of the bonds to be redeemed, the Trust-
ee shall cause a notice of any such redemption, either in
whole or in part, signed in the name of the City by the
Trustee, (a) to be published once in a daily newspaper of
general circulation published in the City of Miami, Florida
and in a financial journal or a daily newspaper of general
circulation published in the Borough of Manhattan, City and
State of New York, (b) to be filed with the Paying Agents,
and (c) to be mailed, first-class postage prepaid, to all
bondholders of record, owning or holding bonds to be re-
deemed in whole or in part, at their addresses as they ap-
pear on the registration books hereinabove provided for,
but failure so to file or mail any such notice shall not
affect the validity of the proceedings for such redemption.
Each such notice shall set forth the date fixed for redemp-
tion, the redemption price to be paid and, if less than all
of the bonds of any one maturity then outstanding shall be
called for redemption, the distinctive numbers and letters,
if any, of such bonds to be redeemed and, in the case of
registered bonds without coupons to be redeemed in part only,
the portion of the principal amount thereof to be redeemed.
In case any registered bond without coupons is to be re-
deemed in part only, the notice of redemption which relates
to such bond shall state also that'on or after the redemp-
tion date, upon surrender of such bond, a new registered
bond without coupons in principal amount equal to the
unredeemed portion of such bond will be issued.
Section 303. On the date so designated for redemp-
tion, notice having been published in the manner and under
the conditions hereinabove provided and money for payment
of the redemption price being held in separate accounts by
the Trustee or by the Paying Agents in trust for the holders
of the bonds or portions thereof to be redeemed, all as
provided in this Trust Indenture, the bonds or portions of
Sr
registered bonds without coupons so called for redemption
shall become and be due and payable at the redemption price
provided for redemption of such bonds or portions of bonds
on such date, interest on the bonds or portions of bonds so •
called for redemption shall cease to accrue, the coupons for
interest on any coupon bonds so called for redemption payable
subsequent to the redemption date shall be void, such bonds
or portions of bonds shall cease to be entitled to any benefit
or security under this Trust Indenture, and the holders or
registered owners of such bonds or portions of bonds shall
have no rights in respect thereof except to receive payment
of the redemption price thereof and, to the extent provided
in Section 305 of this Article, to receive bonds for any
unredeemed portions of registered bonds without coupons.
Section 304. All unpaid coupons which appertain to
coupon bonds so called for redemption and which 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 without coupons shall be selected for
redemption, the registered owner thereof or legel representa-
tive shall present and surrender such bond to the Trustee for
payment of the principal amount thereof so called for redemp-
tion, and the City shall execute and the Trustee shall authen-
ticate and deliver to or upon the order of such registered
owner or his legal representative, without charge therefor,
for the unredeemed portion of the principal amount of the
registered bond without coupons so surrendered, a registered
bond without coupons of the same maturity and bearing
interest at the same rate.
Section 306. Coupon bonds so called for redemption and
all unmatured coupons appertaining thereto, and registered
bonds without coupons so presented and surrendered, shall
be cancelled upon the surrender thereof.
Section 307. Bonds and portions of bonds which have
been duly called for redemption under the provisions of
this Article, or with respect to which irrevocable instruc-
tions to call for redemption at the earliest redemption date
have been given to the Trustee in form satisfactory to it,
and for the payment of the redemption price of which and
1
1
the interest to accrue thereon to the date fixed for redemp-
tion sufficient money, or Government Obligation in such
amounts, bearing interest at such rates and maturing (with-
out option of prior payment) at such dates that the proceeds .
thereof and the interest thereon will provide such money,
(Government Obligations, as provided in Section 1201 of
this Trust Indenture, shall be held by the Trustee), shall
be held in separate accounts by the Trustee or by the Paying
Agents in trust for the holders of the bonds or portions
thereof to be redeemed, all as provided in this Trust Inden-
ture, shall not thereafter be deemed to be outstanding under
the provisions of this Trust Indenture and shall cease to
be entitled to any security or benefit under this Trust
Indenture other than the right to receive payment from
such money.
IV.
Construction` Fund.
Section 401. special fund is hereby established with
the City or a Depositary, and designated "City of Miami Con-
vention Center and Parking Garage Revenue Bonds Construction
Fund" '(herein sometimes called the "Construction Fund"), to
the credit of which such deposits shall be made as are re-
quired by'the provisions of Sections 208 and 209 of this
Trust Indenture. Any money received from any other source
or otherwise held by the City to pay the cost of the Con-
vention Center -Garage shall be deposited to the credit of
the Construction Fund.
The moneyin the Construction Fund shall be held in
trust and, subject to the provisions of Section 408 of this.
Trust Indenture, shall be applied to the payment of the cost
of. the Convention Center -Garage and, pending such applica-
tion, shall be subject to a lien and charge in favor of the
holders of the bonds issued and outstanding under this Trust
indenture and for the further security of such holders until
paid out or transferred as herein provided.
Section 402. Payment of the cost of the Convention
Center -Garage, except as'otherwise provided in Section 208
of this Trust Indenture, shall be made from the Construction.'
Fund. All payments from the Construction Fund shall be
subject,,, to the provisions and restrictions set forth in this.
Article, and the City covenants that it will not cause or
permit. to be paid from the Construction Fund any sums except
in accordance'with such provisions and restrictions.
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 any .proper definition .of such cost under the
provisions of this Trust Indenture,_ shall include the
following:
(a) obligations incurred for labor, materials an.
services and to contractors, builders, materialmen and
others in connection with ;the; construction of the
Convention Center -Garage, for machinery and equipment``
1
for necessary water and sewer lines and connections,
utilities and landscaping, for the restoration or
relocation of any property damaged or destroyed in
connection with such construction, for the removal or
relocation of any structures and for the clearing of
lands;
(b) the cost of acquiring by purchase, if such
purchase shall be deemed expedient, such lands, prop-
erty, rights, rights of way, easements, franchises and
other interests as may be deemed necessary or conveni-
ent by the City and the Architect for the Convention
Center -Garage and the operation, repair and maintenance
thereof, options and partial payments thereon, the cost
of demolishing or removing any buildings or structures
on land so acquired, including the costs of acquiring
any lands to which such buildings or structures may be
moved and the amount of any damages incident to or
consequent upon the construction of the Convention
Center -Garage and the operation, repair and main-
tenance thereof;
(c) interest accruing upon any bonds prior to the
commencement of and during the construction of the
Convention Center -Garage and for any additional period
after the completion of its construction, as may be
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;
(d) the reasonable fees and expenses of the
Trustee, Paying Agents and Depository for their ser-
vices prior to and during construction, and premiums on
insurance, if any, in connection with the Convention
Center -Garage during construction;
(e) the cost of borings and other preliminary
investigations to determine foundation or other condi-
tions, expenses necessary or incident to determining
the feasibility or practicability of constructing the
Convention Center -Garage, and fees and expenses of
engineers, architects and parking consultants for
making studies, surveys and estimates of costs and of
revenues and other estimates, and fees and expenses of
engineers and architects for preparing plans and
specifications and supervising construction as well
as for the performance of all other duties of engi-
• neers, architects and parking 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 reserves, expenses of
recordation of legal instruments, costs of audits and
of preparing and issuing the bonds, and all other items
of 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, including the cost of
funding the Reserve Account, the acquisition of other
lands, property, rights, rights of way, easements,
franchises and interests in or relating to lands,
including abstracts of title, opinions of title, title
insurance, cost of surveys and other expenses in
connection with such acquisition, and expenses of
administration properly chargeable to the acquisition
of property and the construction and equipment of the
Convention Center -Garage; and
(g) any obligation or expense incurred or paid
by the City, including the materials, supplies or
•equipment furnished by the City in connection with
•the construction of the Convention Center -Garage and
paid for by the City out of funds other than money in
the Construction Fund.
Section 404. Payments from the Construction Fund shall
be made in accordance with the provisions of this Section.
Before any such payment shall be made, the Project Officer
shall record:
(a) a requisition, signed by any one or more
officers of the City who shall be authorized by Applic-
• able Law for such purpose, stating:
(i) the item number of each such payment
i) the name of the person, firm of cor-
poration to.whom each such payillent
is due,
c
the respective amounts to be paid,
the purpose by general classification
for which each obligation to be 'paid
was incurred,
that obligations in the stated amounts
have been incurred by the City and are
presently due and payable and that each
item thereof is a proper charge against
the Construction Fund and has not been
paid,
that there has not been filed with or
served upon the City notice of any lien,
right to lien of attachment upon, or claim
affecting the right of any such persons,
firms or corporations to receive payment
of, the respective amounts stated in
such requisition which has not been re-
leased or will not be released simultane-
ously with the payment of such obligation,
and
vii) that such requisition contains no item
representing payment on account of any
retained percentage which the City is at
the date of such requisition entitled
to retain; and
(b) as to obligations payable to contractors on ac-
count of construction costs or to vendors on account of
land or interests in land, machinery or equipment, a
certificate signed by the Architect and attached to
such requisition, certifying his approval thereof.
Upon record of each requisition the City shall pay the
obligations set forth in such requisition out of money in the
Construction Fund, and each such obligation shall be paid by
check, voucher, order, draft certificate or warrant signed by
an authorized officer or officers of the City.
Section 405. If any requisition contains any item for
the, payment of the purchase price or cost of any lands, prop-
erty, rights, rights of way, easements, franchises or inter-
ests in or relating to lands there shall be attached to such
requisition, in addition to the certificate mentioned in Sec-
tion 404 of this Trust Indenture:
(a) a certificate, signed by any officer of the
City who shall be designated by the Commission by
resolution for such purpose, stating that such lands,
property, rights, rights of way, easements, franchises
or interests are being acquired in furtherance of the
construction, operation, repair or maintenance of the
Convention Center -Garage;
(b) a certificate, signed by an independent real
estate appraiser of recognized ability and standing who
shall be designated by the Commission by resolution for
such purpose, stating that the purchase price or cost
of such lands, property, rights, rights of way, ease-
ments, franchises or interests is reasonable; and
(c) a signed opinion of counsel for the City to
the effect that the signer is of the opinion that the
City is authorized to acquire such lands, property,
rights, rights of way, easements, franchises or inter-
ests, and that the City will have upon payment for such
item title in fee simple to, or perpetual easements or
title or rights sufficient for the needs and purposes
of the Convention Center -Garage in, such lands, free
from all liens, encumbrances and defects of title
except liens, encumbrances or defects of title which do
not have a materially adverse effect upon the City's
right to use such lands or properties for the purposes
intended or which have been adequately guarded against
by a bond or other form of indemnity, or, if such
payment be a payment for an option to purchase or for a
quitclaim deed or a lease or release or on a contract
to purchase or is otherwise for the acquisition of a
right or interest in lands less than a fee simple or a
perpetual easement, or if such payment be a part
payment for any such purpose, the written approval of
the acquisition of such lesser right or interest or of
such part payment signed by such counsel for the City,
or, in lieu of the opinion required by this clause,
a firm undertaking by a reputable 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 stating that,
in the opinion of the signer, any objections or ex-
ceptions to be noted therein are not of a material
nature.
Ji
Section 406. The City covenants and agrees that the
cost of the Convention Center -Garage undertaken under this
Trust Indenture shall be carefully controlled to prevent
overruns on such cost and to assure that the proceeds of
bonds issued therefor, with any other funds that shall be
available therefor, will be sufficient to pay such cost.
The City agrees that it shall employ or cause to be employed
consultants, fully qualified by training and experience, to
review and inspect plans, specifications, contract docu-
ments, change orders, construction work, equipment and other
aspects of the Convention Center -Garage in order to facili-
tate the completion of the Convention Center -Garage and
within the projected time period therefor and within the
funds made available to pay the cost of the Convention
Center -Garage.
The City covenants that the Convention Center -Garage
has been and will be constructed as provided in Section 702
and other provisions of this Trust Indenture and, if addi-
tional land or interests in land should be required for the
construction, operation, repair or maintenance of the
Convention Center -Garage, the City can acquire perpetual
easements or title or rights sufficient for the needs and
purposes thereof, free of all liens, encumbrances and
defects of title except liens, encumbrances or defects of
title which do not have a materially adverse effect upon the
City's right to use such lands or properties for the pur-
poses intended.
Section 407. All requisitions, certificates and
opinions received by the Director of Finance, as required in
this Article as conditions of payment from the Construction
Fund, shall be retained by the City, subject at all reason-
able times to examination by the Trustee, the Corporation,
the University the principal underwriters and the holders of
not less than twenty-five percent (25%) in aggregate princi-
pal amount of the bonds then outstanding.
Section 408. When the construction of the Convention
Center -Garage (subject to the provisions of the first
paragraph of Section 702 hereof) shall have been completed,
which fact shall be evidenced to the Director of Finance by
a certificate, which shall be recorded with the City,
stating the date of such completion, signed by the Architects
and approved by the City Manager of the City and accompanied
by an opinion of counsel (who may be counsel for the City)
to the effect that there are no mechanics', laborers',
contractors' or materialmen's liens on any property consti-
tuting a part of the Convention Center -Garage or on file in
any public office where the same should be filed in order to
be perfected liens against any part of the Convention
Center -Garage and that, in the opinion of the signer, the
time within which such liens can be filed has expired, the
balance in the Construction Fund not reserved by the City,
with the approval of the Architects, for the payment of any
remaining part of the cost of the Convention Center -Garage
shall be transferred by the Director of Finance to the
Trustee for deposit to the credit of the Renewal and
Replacement Fund.
Revenues and Funds
Section 501. (a) The City covenants that, when any
portion of the Convention Center -Garage is ready for use and
occupancy as certified to the Trustee, the Developer, the
University, the principal underwriters and the City in a
certificate of use signed by Architects, the City will fix,
charge and collect, or cause to be fixed, charged and
collected, reasonable rents, rates, fees and charges for
the use or occupancy of and for the services furnished or to
be furnished by such portion of the Convention Center -Garage
upon consideration of the schedule of rents, rates, fees and
charges recommended by the Consulting Engineers.
(b) Commencing with the fiscal year following the
fiscal year in which substantially all of the Convention
Center -Garage is ready for use and occupancy as certified to
the Trustee, the Developer, the University, the principal
underwriters and the City in a certificate of use signed by
the Architects and in each fiscal year thereafter, the City
will fix, charge and collect, or cause to be fixed, charged
and collected, rents, rates, fees and charges,. including
Rent, after consideration of the schedule thereof Convention
Center -Garage recommended by the Consulting Engineer
for the use and occupancy of and for the services furnished
or to be furnished by the Convention Center -Garage which
will be at least sufficient to produce Gross Revenue of the
Convention Center -Garage, together with any other funds
available therefor, in each fiscal year in an amount not
less than (a) the Current Expenses of the Convention Center -
Garage; (b) 125% of the Principal and Interest Requirements
for said fiscal year; and (c) the amount necessary to make
up any deficiency in the Bond Service Account, the Reserve
Account and the Renewal and Replacement Fund, which cannot
be made up from any other funds available therefor.
The City further covenants that, from time to time and
as often as it shall appear necessary, it will revise, or
cause to be revised, such rents, rates, fees and charges as
may be necessary or proper so that the Gross Revenues of the
Convention Center -Garage in each fiscal year thereafter will
not be less than the amount required under the preceding
paragraph to the fullest extent practicable.
On or before the 1st day of of each fiscal
year the Director of Finance shall determine whether Gross
Revenues of the Convention Center -Garage will be less than
the amount required under paragraph (b) of this Section and
shall promptly notify the Commission of any deficiency in
such Gross Revenues pursuant to paragraph (b) of this
Section. The Commission will, before the 1st day of
of the following fiscal year, request the Consulting Engineer
to make recommendations as to changes and revisions in such
rents, rates, fees and charges, so that the Convention
Center -Garage will thereafter produce, to the fullest extent
practicable, Gross Revenues of the Convention Center -Garage
in the amount so required; provided that such recommenda-
tions shall not lower the standards of operation, mainten-
ance and repair as provided in the Development Agreement and
the University Agreement. The City covenants and agrees
that, promptly upon its receipt of recommendation of the
Consulting Engineer, it shall revise or cause to be re-
vised such rents, rates, fees and charges in accordance with
such recommendation.
The City covenants and agrees that it will not reduce
the rates, rents, fees and charges for any fiscal year below
those in effect at the end of the preceding fiscal year
unless either (i) the ConsultingEngineer shall estimate
that by reason of any such reduction in the rates, rents,
feesand charges the Gross kevenues of the Convention
Center -Garage for such year shall be at least five percent
(5%) in excess of the Gross Revenues of the Convention
Center -Garage for such preceding fiscal year or (ii) the
Gross. Revenues of the Convention Center -Garage in any fiscal
year are, lower than the Gross Revenues of the Convention
Center -Garage in the preceding fiscal year and the Consult-
ing Engineer shall determine that such reduction in said
Gross Revenues of the Convention Center -Garage was sub-
stantially caused by the City's inability under the re- 2_ '
guirements of this paragraph to reduce the rates, rents,
fees and charges.
Anything in this Trust Indenture to the contrary
2 a0tviitnstanding if the City shall complywith all recommen-"'
tions of the Lnsulting.Engineer,maderpursuant to this
Section 501 with respect to said rents, rates, fees and
charges it will not 'cOnetitute,an :event of default under
the provisions of 'this -Trust 'Indenture - if the Gross Revehues.
of the Convention Center-Garageshallbe less than the
amount required Under the third paragraph of this Section.
The City further covenants that upon its making any
requestof the Consulting Engineer for its recommendations
as to such rents, rates, fees and charges, or its receipt of
any such recommendations from the Consulting Engineer or the
adoption by the Commission of any revisions of such rents,
rates, fees and charges, copies, certified by the Clerk or
Deputy Clerk of the City, of any such request, recommenda-
tions or revisions so adopted will forthwith be filed with
the Trustee and mailed by the Trustee to the principal
underwriters.
The City covenants that it will cause the Consulting
Engineer among such other duties as may imposed by the
City or 'by; this Trust Indenture, to make an inspection of
the Convention Center -Garage at least once in each fiscal
year, following the fiscal year in which substantially all of
the Convention Center-Garageis, ready foruse and occupancy
as certified by the Architects in a certificate of use, and,
on or before the 1st day of in each year submit
to the City a report or reports setting forth with respect
to the Convention Center -Garage. (a) the Consulting Engi-
neer's findinys as to whether the Convention. Center -Garage
has; been maintained in good repair, workingorder and
condition duringthe preceding fiscal year and (b) their
recommendations -:as to:
(i) the proper'operation, repair and maintenance'
the"Convention Center -Garage during the ensuing
fiscal year and' an estimate of the amount of money
necessary for such purpose,
(ii) theinsurance to be carried under the pro-
visions this Trust Indenture during the ensuing
fiscal year,
) the, amountthat should be held ; during the
ensuing fiscal Year for the credit of :"the Renewal and
Replacement Fund as provided and for the purposes set
forth in this ;Article, and
(iv) any necessary or advisable revisions
the rents, rates, fees and charges, referred to
Section,then in force.
Promptly after the receipt of such reports by the City,
copies :,thereof shall be filed with the Trustee and mailed
by the Trustee to all bondholders of record, the principal
underwriters, the Developer and the University.
0
in this
59.
The„City covenants that, to the fullest extent feasible
and. consistent with applicable law and this Trust Indenture,
it shall observe and comply with such recommendations of the
Consulting Engineer and further covenants that, if any such
report shall set forth that the Convention Center -Garage has
not been maintained in good repair, working order and
condition, it will promptly restore the Convention Center -
Garage to good repair, working order and condition with all
expedition practicable in accordance with the recommenda-
tions of the Consulting Engineer.
The City covenants and agrees that it will fix, or
cause to be fixed, rates, rents, fees and charges, subject
to any applicable requirements imposed by law, upon the
basis of reasonable classifications to prevent any unlaw-
ful`discrimination 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
agrees that no free use of the Convention`Center-Garage will
be permitted; except with respect to the Parking Garage,, to..
only officials,agents and employees of the City while in,
the discharge of ,their official. duties and functions,
in connection with .;the Convention Center -Garage.
Section'502. The City covenants that on or before..
the 15th day.of"each following the date 'when
any';, portion of " the, Convention Center -Garage is ready for use
and occupancy as certified in a certificate"of use signed by
the Architect or the IC9nsulting, -Engineer and 'filed with the
Trustee, the Developer, the.University,`the Principal
underwriter and the City'; And ''until substantially all of the
Convention,Center-Garage is ready for use and occupancy, as
provided below, the City will adop to budget of Current
Expenses of the Convention.Center-G.arage and of expenditures
of money in tthe Renewal and 'Replacement Fund (herein called
the "Initial Budget") for the: next fiscal year and, pending
the adoption of the' first Annual Budget as hereinafter pro-
vided, for eachhsucceed ny .fiscal year. On or before the
15th day of each when substantially all of the
Convention Center -Garage -is -,ready for use and occupancy as
certified in a' certificate of use signed by the Architects
and filed with .the Trustee,,,;. the Developer, the University,
the principal underwriters and the City, the City will adopt
a budget of Current "Expenses of the Convention Center -Garage
and of expenditures. Of Money, in the Renewal and Replacement
Fund (herein called ':the "Annual' Budget") for the next fiscal
■
year and thereafter for each succeeding fiscal year. The
Initial Budget or the Annual Budget, as the case may be, for
any fiscal year shall include, separate and apart from the
Current Expenses of the Convention Center -Garage, the budget
respecting expenditures of money in the Renewal and Replace-
ment Fund in such fiscal year. Copies of each Initial Bud-
get, each Annual Budget and any amended or supplemental
Initial Budget or Annual Budget shall be filed with the
Trustee and mailed by the Trustee to the Architect, the
Developer, the University, the Consulting Engineer, and
the principal underwriters. Each Initial Budget, each An-
nual Budget and each amended or supplemental Budget (here-
inafter mentioned) shall not become effective until reason-
able consideration shall have been given by the Commission;
to any changes in any such proposed Budget that may be aUg7.
gested in writing to the Director of Finance of the City
by the principal underwriters or any of such entities -re-
ceiving`said proposed Budget.
The City further covenants that the amount expended
for Current Expenses of the Convention Center -Garage and the
amount of Renewal and Replacement Fund expenditures in any
fiscal year will not exceed the reasonable and necessary
amount therefor, and that it will not expend, or permit the
expending of, any amount for maintenance, repair, operation
and management 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;suc h fiscal year. Nothing
in this Section or in Section 503 shall limit the amount
which the City, the Developer or ,the University may expend
for Current Expenses of the Renewal and Replacement Fund
purposes in any fiscal year; provided that any amount
expended therefor by the City in excess of the applicable
Budget, shall be derived from a source other than the
proceeds of bonds or the,Gross Revenues of the Convention
Center -Garage and the City. shall not make any reimbursement
to the. Developer or the.University under this Trust.Indenture
for` any such excess expenditures.
If for any reason the Commission shall not have
adopted or caused to be adopted before the first day.cf any
fiscal year the annual Budget for such year . in conformity ;`
with the above provisions of this Section, the applicable
Initial Budget or Annual Budget for the.'.precedingfiscal:
year shall be deemed to be in force and shall be ;treated
as the -Initial Budget or the Annual Budget .for the then
current fiscal year under the provisions of this Article.
untilthe adoption of the Initial Budget or the Annual
Budget.as the case may be, pursuant.to this Section.
The Commission may adopt or cause to be adopted at any
time an amended or supplemental Initial Budget or Annual
Budget for the remainder of the then current fiscal year
which shall thereafter be treated as the Initial Budget or
Annual Budget, as the case may be, under the provisions of
this Section.
Section 503. (a) A special fund is hereby created and
designated "City of Miami Convention Center and Parking
Garage Revenue Bonds Revenue Fund" (herein sometimes
called the "Revenue Fund"). The City covenants that Gross
Revenues of the Convention Center -Garage will be deposited,
as received, with the Trustee to the credit of the Revenue
Fund. All money in the Revenue Fund shall be in trust
and applied as hereinafter provided and, pending such
application, shall be subject to a prior lien and charge in
favor of the holders of the bonds and for the further
security of such holders until paid out or withdrawn as
provided herein.
Payments from the Revenue Fund shall be made in
accordance with the provisions of this Section 503 and
Section 504 hereof. As provided in Section 504 hereof,
the Trustee shall from time to time withdraw money from
the Revenue Fund for transfer to the City for the payment
of Current Expenses of the Convention Center -Garage. Be-
fore any such money shall be withdrawn from the Revenue
Fund for transfer to the City, the City shall file with
the Trustee a requisition, signed by the Director of
Finance or by any other authorized officer or officers
of the City stating
(i) the item number of each such payment,
(ii) the name of the person, firm or corporatio
to whom such payment is due,
(iii) the respective amounts to 'be pail
("iv) the purpose by general'- classification fo
which-each'.obligation to be paid"was incurred,
(v)_.that obligations in the .stated:: amounts :have
been incurred by the City and are presently due'and''
62`.'
1
payable and that each item thereof was properly in-
curred as an item of Current Expenses of the Convention
Center -Garage and has not been paid,
(vi) that there has not been filed with or served
upon the City notice of any lien, right to lien or
attachment upon, or claim affecting the right of
any such person, firm or corporation to receive
payment of, the respective amounts stated in such
requisition which has not been released or will be
released simultaneously with the payment of such
obligation,
(vii) that the total amount of such payments
will not be in excess of the unencumbered balance of
the Initial Budget or the Annual Budget, as the case
may be, budgeted for Current Expenses of the Convention
Center -Garage for the then .current fiscal year.
Upon receipt of each requisition, the Depositary shall'
withdraw from 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 transferred to. be used solely for the payment
of obligations set forth in such requisition, and each such
obligation shall be paid by check drawn for such purpose
and signed by such officers of the City as are authorized to
sign said checks and having the same identifying number as
the number stated in the requisition for such obligation.
In making such withdrawals from the Revenue Fund and trans-
fers to the City, the Trustee may rely upon such requisitions.
If for any reason the City should decide prior to the payment
of any itemin a requisition not to pay such item, the Direc-
tor of Finance of the City, or his -designee, shall give notice
of such decision to the Trustee and, in case the amount of
such item shall have been included in any such withdrawal
and deposit, the City shall thereupon pay the amount of such
item by check similarly signed and payable for deposit to
the credit of the Revenue Fund. Money held by the City so
transferredby the Trustee which is in excess of the needs
therefor shall be returned for deposit to the credit of the
Revenue Fund.
Exceptas other wise provided in this Trust Indenture
,
Current.Expenses -of.he Convention Center -Garage shall be
Paid . as the same; become due and payable. Payments shallbe
made .only .in conformity with this Trust Indenture and the
Initial Budget or the Annual Budget, as the case may be, for
the then current fiscal year and otherwise in accord with
generally accepted practices and procedures for facilities
comparable to the Convention Center -Garage.
(b) A special fund is hereby created with the Trustee
and designated "City of Miami Convention Center and Parking
Garage Revenue Bonds Supplemental Reserve Fund (herein
called the "Supplemental Reserve Fund"). Prior to or at the
time of the delivery of the bonds issued pursuant to
Section 208 of this Trust Indenture, the City agrees to
deliver to the Trustee for deposit to the credit of the
Supplemental Reserve Fund an amount not less than
$ . Prior to or at the time of completion of
construction of the Convention Center -Garage, the City
agrees to deliver to the Trustee for deposit to the credit
of the Supplemental Reserve Fund the sum of $ to
be paid by the University to the City pursuant to the
University Agreement and of $ to be paid by the
Developer to the City pursuant to the Development Agreement.
The City covenants that on or before 1 of
each fiscal year the City shall deposit to the credit of the
Supplemental Reserve Fund with the Trustee from revenues of
the City, exclusive of ad valorem real or tangible personal
property tax revenues and Gross Revenues of the Convention
Center -Garage: (i) such amount as, with any other funds
then held for the credit of such Fund, shall equal the
amount of the deficiency, if any, in the amount that shall
be held in the Revenue Fund for the payment of Current
Expenses in the next ensuing fiscal year and the amount of
any deficiency, if any, in the amount required to be held in
the Sinking Fund during such fiscal year, all as estimated
by the Consulting Engineer (after consultation with the
Trustee and Director of Finance of the City), and (ii) an
additional amount, if any, as may be required to make the
amount held for the credit of the Supplemental Reserve Fund
during the next ensuing fiscal year not less than twenty-
five percent (25%) of the maximum Principal and Interest
Requirement on the bonds in the next ensuing fiscal year.
All money in the Supplemental Reserve Fund shall be held in
trust and applied as provided in Section 514 hereof and,
pending such application, shall be subject to a prior lien
and charged in favor of the holders of the bonds and for the
further security of such holders until paid out or withdrawn
as provided herein.
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
sometimescalledthe "Sinking Fund"). There are hereby
created in the Sinking Fund three separate accounts desig-
nated, respectively, "Bond Service Account", "Reserve
Account" and "Redemption Account".
64.
These are also hereby created and designated (i) "City
of Miami Convention Center and Parking Garage Revenue Bonds
Renewal and Replacement Fund" (herein called the "Renewal
and Replacement Fund"), and (ii) "City of Miami Convention
Center and Parking Garage Revenue Bonds Surplus Fund"
(herein called the "Surplus Fund").
The money in each of said Funds shall be held in trust
and applied as hereinafter provided with regard to each such
Fund and, pending such application, shall be subject to a
lien and charge in favor of the holders of the bonds issued
and outstanding under this Trust Indenture and for the
further security of such holders until paid out or trans-
ferred as herein provided.
It shall be the duty of the Trustee to withdraw or
cause to be withdrawn from the Revenue Fund on or before the
20th day of each calendar month, after the delivery of the
bonds authorized under Section 208 of this Trust Indenture,
all money held for the credit of the Revenue Fund on the
last day of the preceding month, after transferring to the
City the amount requisitioned by the City for Current
Expenses of the Convention Center -Garage and deposit the
sum so withdrawn to the credit of the following accounts
or funds in the following order:
(a) to the credit of the Bond Service Account, an
amount (or the entire sum withdrawn if less than the
required amount), commencing , 19 and in
each calendar month thereafter, one sixth (1/6) of the
excess of the amount of interest then or to become
due and payable on all the outstanding bonds on the
next ensuing interest payment date over the amount
then held for the credit of the Bond Service Account on
such interest payment date, as determined by the
Trustee;
(b) to the credit of the Reserve Account, such
amount, if any, of any balance remaining after making
the deposit under clause (a) above (or the entire
balance if less than the required amount) as may be
required to make the amount then held for the credit of
the Reserve Account equal to the maximum Principal and
Interest Requirements on all bonds then outstanding for
any fiscal year;
(c) to the credit of the Redemption Account,
commencing twelve (12) months prior to the
1st of the first fiscal year in which any term bonds
are required to be redeemed in satisfaction of the
Amortization Requirements therefor, an amount (or
the entire balance of the sum so withdrawn if less
than the required amount), equal to one twelfth (1/12)
of the principal amount of the term bonds of each
series then outstanding required to be retired on the
65.
•
; I
fh,
next succeeding in satisfaction of t
Amortization Requirements therefor;
(d) to the credit of the Renewal and Replacement
Fund, such amount, if any, (or the entire balance of
the amount so withdrawn if less than the required
amount) as may be required to make the amount then held
for the credit of the Renewal and Replacement Fund,
equal (i) percent ( %) of the Gross Revenues of
the Convention Center -Garage for the preceeding twelve
(12) month period, or (ii) such larger amount which the
Consulting Engineer in its latest written report, pre-
pared pursuant to Section 501 of this Article, shall
have recommended be held for the credit of such Fund in
the then current fiscal year; and
(e) to the credit of the Supplemental Reserve
Fund, such amount, if any (or the entire balance of the
amount so withdrawn if less than the required amount),
as may be required to make the amount then held for the
credit of the Supplemental Reserve Fund equal to Two
Million Dollars ($2,000,000); and
(f) to the credit of the Surplus Fund, the
balance, if any, of the amount so withdrawn.
Section 505. Subject to the terms and conditions set
forth in this Trust Indenture, money held for the credit of
the Sinking Fund shall be held in trust and disbursed by
the Trustee for (a) the payment of interest on the bonds
issued hereunder as such interest falls due, (b) the pay-
ment of the principal of such bonds at their respective
maturities, and (c) the payment of' the purchase or redemp-
tion'price of such bonds before their respective maturities.
Such money is hereby pledged to and charged with the payments
mentioned in this Section.
Section 506. The Trustee shall, from time to time,
timely withdraw from the Bond Service Account and (i) remit
by mail to each registered owner of registered bonds without
coupons the amount required for paying interest upon such
bonds as such interest becomes due and, (ii) set aside or deposit
in with the Paying Agents the amounts required for pay-
ingthe interest on the coupon bonds as such interest becomes
due.
E
Section 507. Money held for the credit of the Reserve
Account shall be used for the purpose of paying principal
and/or interest on the bonds whenever and to the extent that
the money held for the credit of the Bond Service Account or
the Redemption Account shall be insufficient for such pur-
pose; provided, however, that money in the Supplemental
Reserve Fund shall be disbursed to make up any deficiency
in the Bond Service Account before any money in the Reserve
Account is disbursed. If at any time the money held for
the credit of the Reserve Account shall exceed the maximum
requirement for the Reserve Account under the provisions of
clause (b) of Section 504 of this Article, such excess shall
be transferred by the Trustee to the credit of the Redemp-
tion Account.
Section 50B. Money held for the credit of the Redemp-
tion Account shall be applied; to the purchase or redemption
of bonds issued under the provisions of this Trust Indenture
as follows:
(a) subject. to 'the provisions of paragraph (c) of
this Section, the Trustee shall endeavor to purchase
first, term bonds or portions of registered term bonds
without coupons secured hereby and then outstanding,
whether or not such bonds shall then be subject to re-
demption, at the most advantageous price obtainable
with reasonable diligence, such price not to exceed the
principal of such bonds plus the amount of the premium,
if any, which would be payable on the next redemption
date to the holders of such bonds if such bonds should
be called for redemptionon 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 Account 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 days next pre-
ceding any interest payment date on which such bonds
are subject to callfor 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 Trus,tee', having,:
endeavored to purchase bondspursuant to. paragraph,.(a).of
this Section, shall call for: redemption. on, each interest'
Gs'
payment date on which bonds are subject to redemption
such amount of bonds then subject to redemption as, with
the redemption premium, if any, and all necessary and
proper expenses incurred in connection therewith will
exhaust the Redemption Account as nearly as may be;
provided, however, that no such redemption shall be made
on any interest payment date unless the funds in the
Redemption Account on the forty-fifth day preceding such
interest payment date and available for such purpose
shall be sufficient to redeem at least Fifty Thousand
Dollars $50,000 principal amount of bonds. Such redemp-
tion shall be made pursuant to the provisions of Article
III of this Trust Indenture. Not less than thirty (30)
days before the redemption date the Trustee shall
withdraw from the Bond Service Account the amount
required for paying the interest on the bonds so called
for redemption, and shall withdraw from the Redemption
Account the amount required for paying the principal
and any redemption premium of such bonds at the times
required for the making of such payments and set aside
in separate accounts or deposit with the Paying Agents
the respective amounts required for paying the interest
on, and the principal and redemption premium of, the
bonds so called for redemption, and shall pay from the
Redemption Account all expenses in connection with such
redemption; and
(c) money in the Redemption Account shall be
applied by the Trustee in each fiscal year• to the
purchase, redemption or retirement of bonds of each
series issued under this Trust Indenture in the
following order:
FIRST, term bonds issued under the pro-
visions of this Trust Indenture, in the order
of their issuance, to the extent of the Amortiz-
ation Requirements, if any, for the then current
fiscal year for such term bonds and any deficiency
in preceding fiscal years in the purchase or
redemption of such bonds under the provisions of
this subsection; and
SECOND, term bonds issued under the pro-
visions of this Trust Indenture, whether or not
such bonds shall be subject to redemption, in
accordance with the provisions of paragraph (a)
of this Section;
Upon the retirement of any bonds by purchase or redemption,
the Trustee shall file with the City a statement briefly
describing such bonds and setting forth the date of their
purchase or redemption, the amount of the purchase price or
the redemption price of such bonds and the amount paid as
interest thereon.
Section 509. Whenever there shall be held in the
Sinking Fund, a total amount sufficient for paying in full
the bonds then outstanding under this Trust Indenture,
including the principal of and the interest on all bonds and
any redemption premium and any amounts needed to pay redemp-
tion expenses, such money shall be applied by the Trustee to
the payment, purchase or redemption of such bonds and the
payment of all expenses in connection with any such payment,
purchase or redemption.
Section 510. Except as provided in Section 712 and
the last paragraph of this Section of this Trust Indenture,
money held for the credit of the Renewal and Replacement
Fund may be disbursed by the City, for paying, in connection
with the Convention Center -Garage, the cost of. unusual or
extraordinary maintenance or repairs, repairs or maintenance
not recurring annually, renewals, replacements and repairs
resulting from an emergency caused by some extraordinary
occurrence, engineering and architectural expenses incurred
under the provisions of this Section and the cost of replac-
ing fixtures, machinery, equipment and furniture of the
Convention Center -Garage or for paying the cost of any
capital improvements exceeding $25,000 in any fiscal
year.
Section 511. Such disbursements from the Renewal and
Replacement Fund under the preceding paragraph shall be made
in the same manner as payments from the Construction Fund
under the provisions of Section 404 and 405 of this Trust
Indenture to the extent that such provisions can appropri-
ately be made applicable thereto; provided, however, that
any obligation payable from the Renewal and Replacement Fund
in excess of $50,000 shall be additionally approved by the
Architect, and provided further that insurance proceeds
shall have been applied to the payment of such obligations
to the extent feasible under this Trust Indenture.
Section 512. Money held for the credit of the Surplus
Fund may be used by the City, in conformity with the Act,
for the payment of any costs or obligations incurred by the
City in connection with the Convention Center -Garage for
which other funds are not available and for the making of
deposits to the credit of the Redemption Account, all as the
Director of Finance, with the approval of the Commission may
determine; provided, however, that money held for the credit
of the Surplus Fund shall first be applied for the purposes
and in the order of priority, as follows: (a) if at any
time money held for the credit of the Bond Service Account
and the Redemption Account shall not be sufficient to pay
the interest on all the bonds and the principal of all the
term bonds (including retirement thereof in accordance with
Amortization Requirements) which shall then be due and
payable, the Trustee shall then transfer from money held for
the credit of the Surplus Fund to the credit of the Sinking
Fund an amount sufficient to make up any such deficiency;
(b) if at any time the money held for the credit of the
Reserve Account shall be less than the maximum requirement
for the Reserve Account under the provisions of clause (b)
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 under the provisions of clause (d) of Section 504 of
this Article, the Trustee shall transfer from moneys held
forthe credit of the Surplus Fund to the credit of the
Renewal and Replacement Fund an amount sufficient to make u
such deficiency.
Section 513. If at any time the total money held for
the credit of the Bond Service Account and the Redemption
Account shall be less than the amount required to pay
the interest on all the outstanding bonds and the principal
of all the term bonds (including retirement thereof in
accordance with Amortization Requirements) which shall then
be due and payable, the Trustee shall transfer from any
money held for the credit of the Renewal and Replacement
70.
Fund to the credit of such accounts an amount sufficient to
make up such deficiency; provided, however, that money held
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 disbursed for such purpose.
If at any time the money held for the credit of the
Renewal and Replacement Fund shall exceed the maximum amount
required to be on deposit to the credit of such Fund, such
excess shall be transferred by the Trustee to the credit of
the Revenue Fund.
Section 514. Money held for the credit of the Supple-
mental Reserve Fund shall be applied for the following
purposes: (a) if at any time money held for the credit of
the Revenue Fund shall not be sufficient to pay Current
Expenses of the Convention Center -Garage then due and
payable, the Trustee shall then transfer from money held for
the credit of the 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 and the Redemption Account shall
not be sufficient to pay the interest on all the outstanding
bonds and the principal of all the term bonds (including
retirement thereof in accordance with Amortization Require-
ments) which shall then be due and payable, the Trustee
shall then transfer from money held for the credit of the
Supplemental Reserve Fund to the credit of the Sinking Fund
an amount sufficient to make up any such deficiency; pro-
vided, however, that money held for the credit of the
Surplus Fund shall be applied to make up any such defi-
ciencies before any money in the Supplemental Reserve
Fund shall be disbursed for such purpose.
Section 515. All money which the Trustee shall have
withdrawn from the Sinking Fund or shall have received from
any other source and set aside or deposited with the Paying
Agents for the purpose of paying any of the bonds hereby
secured, either at the maturity thereof or by purchase or
call for redemption or for the purpose of paying any
maturing coupons appertaining to any of the bonds hereby
secured, shall be held in trust for the respective holders
of such bonds or coupons. Any money which shall be so set
aside or deposited by the Trustee and which shall remain
unclaimed by the holders of such bonds or of such coupons
for a period of six (6) years after the date on which such
bonds or such coupons shall have become payable shall,
upon request in writing, be paid to the City, or to such
officer, board or body as may then be entitled by law to
receive the same, and thereafter the holders of such bonds
or coupons shall look only the City, or to such officer,
board or body, as the case may be, for payment and then only
to the extent of the amounts so received, without any
interest thereon, and neither the Trustee nor the Paying
Agents shall have any further responsibility with respect to
such moneys.
Section 516. All bonds paid, redeemed or purchased
either at or before maturity shall be delivered to the
Trustee when such payment, redemption or purchase is made,
together with all unmatured coupons, if any, appertaining
thereto, and such bonds and coupons shall thereupon be
cancelled. All interest coupons shall be cancelled upon
their payment and delivered to the Trustee. The Trustee
shall certify to the City the details of all bonds and coupons
so cancelled. All bonds and coupons cancelled under any of
the provisions of this Trust Indenture shall, as directed in
writing by the Director of Finance, be either delivered to the
City or cremated or destroyed by shredding or pulverizing by
the Trustee in the presence of two of its officers, who shall,
in such event, execute a certificate of cremation or destruc-
tion in duplicate, describing in detail the bonds and coupons
so cremated or destroyed, except that the numbers of the bonds
to which such coupons appertain may be omitted unless other-
wise directed by the City, and one executed certificate shall
be filed with the Director of Finance and the other executed
certificate shall be retained by the Trustee.
Depositaries Of Money, Security. For
Depositis,And 'Investment ':Of Funds.
Section`601.. 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 Fund, with the Depositary
and such money and the money at any time held for the credit
of the Construction Fund, 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 any 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 lodg-
ing with a bank or trust company approved by the City as
custodian, as collateral security, Government Obligations
or other marketable securities eligible as security for the
deposit of trust funds under regulations of the Comptroller
of the Currency of the United States, having a market value
at all times (exclusive of accrued interest) not less than
the amount of such deposit, or (b) if the furnishing of
security as provided in clause (a) above is not permitted
by applicable law, then in such other manner as may then be
required or permitted by applicable state or Federal laws
and regulations regarding the security for, or granting a
preference in the case of, the deposit of trust funds; pro-
vided, however, that it shall not be necessary for the
Trustee or. any Paying Agent to give security for the de-
posit of any money with it for the payment of the princi-
pal of or the redemption premium or the interest on any
bonds issued hereunder, or for the Trustee or any Deposi-
tary to give security for any money which shall be repre-
sented by obligations purchased under the provisions of
this Article as an investment of such money.
All money deposited with the Trustee or any Deposi-
tary.shall be credited to the, particular fund or account
as Provided in this Trust. Indenture.
Section 602. Money held for the credit of the Con-
struction Fund, the Revenue Fund, and the Surplus Fund
shall, as nearly as may be practicable, be continuously
invested and reinvested in Investment Obligations by the
Depositary with respect to Construction Fund money and by
the Trustee with respect to money in such other three 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.
Money 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 reinvested by 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
held for the credit of each of such Accounts or the Supple-
mental Reserve Fund will be required for the purposes
intended; provided that no bond or other obligation repre-
senting any such investment shall mature later than eighteen
(18) months after the date of such investment.
Money held for the credit of the Renewal and Replace-
ment Fund shall, as nearly as may be practicable, be con-
tinuously invested and reinvested by the Trustee in Invest-
ment Obligations which shall mature, or which shall be sub-
ject to redemption by the holder thereof, at the option of
such holder, not later than five (5) years after the date of
such investment.
If at any time the Trustee or, * with respect to money
in the Construction Fund, the Depositary should desire, it
may, but shall not be required to, submit a written request
for approval to the Director of Finance for the City which
shall be accompanied by a memorandum setting forth the
details of any proposed investment of money under the
provisions of this Trust Indenture, and the Director of
Finance for the City, upon receipt of such request, shall
either approve such proposed investment or give written
directions respecting the investment of such money and, in
the case of such directions, the Trusteee or the Depositary,
as the case may be, shall then, subject to the provisions of
this Article, invest such money in accordance with such
directions.
Only such certificates of deposit may be acquired as
Investment Obligations hereunder as are issued by any bank
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 Million Dollars
($10,000,000), which shall mature, or which shall be sub-
ject to redemption by the holder thereof, at the option of
such holder, not later than the respective dates when the
money will be required for the purposes intended.
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 so purchased or on such interest -bearing negotiable
or non-negotiable certificates of deposit and any profit
realized from such investment shall be credited to such
Fund or Account, and any loss resulting from such invest-
ment shall be charged to such Fund or Account; provided,
however, that, except as may otherwise be provided in this
Trust Indenture any interest or profit earned or realized
on the Reserve Account, the Redemption Account and the Re-
newal and Replacement Fund which shall cause the amount
then credited to the Reserve Account, the Redemption Ac-
count or the Renewal and Replacement Fund, as the case may
be, to exceed the amount required to be on deposit in each
such Account or Fund shall be credited to the Revenue Fund.'
The Trustee or, with respect to the Construction Fund, the
Depositary shall sell at the best price obtainable or pres-
ent for redemption any obligations so purchased or present
for payment any such certificates of deposit whenever it
shall be necessary so to do in order to provide money to
make any payment or transfer of money from any such Account
or Fund. The Trustee and the Depositary shall not be lia-
ble or responsible for any loss resulting from any such
investment.
For the purpose of determining the amount on deposit
to the credit of any such Fund or Account, obligations
in which money in such Fund or Account shall have been
invested shall be computed as of the close of each fiscal
year, at the cost or market price of such obligations,
whichever is lower, as determined by the Trustee or, with
respect to the Construction Fund, the Depositary.
Section 603. The City covenants and agrees that it
will not make or permit any use, and directs the Trustee
and the Depositary not to make any use, of the proceeds
of the bonds which, if such use had been reasonably ex-
pected on the day of the issuance of the bonds, would have
caused the bonds to be "arbitrage bonds" within the mean-
ing of Section 103(d) of the Internal Revenue Code of 1954,
as amended, and applicable regulations promulgated from time
to time thereunder, and further covenants that it will
observe and not violate the requirements of Section 103(d)
of said Code and any such applicable regulations to the
extent necessary so that the interest on such bonds will
not cease to be exempt from Federal income tax by reason
of the use of said proceeds. The Trustee and the Deposi-
tary shall be entitled to receive and to rely upon an
opinion of counsel for the City as to the conformity of
any use or proposed use of the proceeds of the bonds with
the requirements of said Section 103(d) and regulations.
•
ARTICLE"VII.
Particular Covenants
Section 701. The City covenants that it will prompt-
ly pay from the funds available therefor under the Trust
Indenture, the Development Agreement and the University
Agreement 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
meaning thereof. Such bonds shall be secured by a pledge of
revenues, derived by the City from or in connection with its
ownership or operation of the Convention Center -Garage and
other money, as provided in this Trust Indenture. The City
further covenants that it will faithfully perform at all
times all of its covenants, undertakings and agreements
contained in this Trust Indenture, or in any bond executed,
authenticated and delivered hereunder or in any proceedings
of the City pertaining thereto. The City represents and
covenants that it is duly authorized under the Constitution
and laws of the State, to issue the bonds authorized hereby
and to enter into this Trust Indenture, the Development
Agreement and the University Agreement and to pledge such
revenues in the manner and to the extent herein set forth;
that all actions on its part for the issuance of the bonds
initially issued hereunder and the execution and delivery of
this Trust Indenture, the Development Agreement and the
University Agreement have been duly and effectively taken;
and that such bonds in the hands of the holders and owners
thereof are and will be valid and enforceable special
obligations of the City according to their terms.
The City covenants and agrees that if the Gross Revenues
of the Convention Center -Garage shall not be sufficient to
pay; all or any part of the Current Expenses in any fiscal
year or if the Net Revenues thereof shall not be sufficient
to pay all or any part of principal, interest or redemption
premium on any bonds in such fiscal year, the City shall
cause to be deposited during such fiscal year revenues of
the City, exclusive of ad valorem real or tangible personal
property tax revenues and Gross Revenues of the Convention
Center -Garage, in an amount sufficient, with other funds
available therefor, to pay in full such Current Expenses and
such principal, interest and redemption premium 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 be special obligations of
the City payable solely from the funds provided therefor
under this Trust Indenture.
77.
Any and all obligations and liabilities imposed upon
the City under the bonds, this Trust Indenture, the Develop-
ment Agreement or the University Agreement shall be payable
thereunder solely from revenues, receipts, proceeds and
moneys derived by the City from or in connection with its
ownership or operation of the Convention Center -Garage and
under this Trust Indenture, the Development Agreement or the
University Agreement.
Section 702. The City represents that it has acquired
fee simple title to the sites on which the Convention Center -
Garage will be constructed and has undertaken 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 Center -Garage
substantially in accordance with the plans, specifications,
contracts and contract documents for the construction of the
Convention Center -Garage, and otherwise in conformity with
law and all requirements of all governmental authorities
having jurisdiction thereover and this Trust Indenture.
The City further covenants that before entering into
any construction contract or incurring any obligation on
account of the construction of the Convention Center -Garage
and before entering into any contract or incurring any
obligation to acquire any equipment, machinery or furnish-
ings which will become a charge against the Construction
Fund, it will secure the approval of the Consulting Engineer
of such contract or the incurring of such obligation and of
the plans and specifications referred to in any such con-
tract, and that no change in the final plans or specifica-
tions or any such contract approved by the Architect as
herein provided shall be made by the City without the
written approval of the Consulting•Engineer; provided, that
any such change may be made without the approval of the
Architect if an authorized officer of the City determines
that due to emergency conditions it would be determined
detrimental to the Convention Center -Garage or to the best
interests of the holders of the bonds to delay such change
pending the approval thereof by the Architect, and any such
change shall not in any event increase the cost of the
Convention CenterGarage by more than Five Thousand dollars
($5,000). The City further represents that performance and
payment bonds in connection with contracts for the construc-
tion of the Project are in force and effect and covenants
that as to future contracts for the construction of the
Convention Center -Garage such performance and payment bonds
shall be required by the City, in conformity with practices
and procedures generally followed in similar construction
work in the State, and further covenants that it will
78.
require each contractor to carry such workmen's compensation
or employers' liability insurance as may be required by law
and such public liability and property damage insurance,
including provisions to indemnify and save the City harm-
less, and such builders' risk insurance, if any, as may be
recommended by the Architect. The City further covenants
that, in the event of any default under any such contract
and the failure of the surety to complete the contract, the
proceeds of such surety bonds will forthwith, upon receipt
of such proceeds, be deposited to the credit of the Con-
struction Fund and will be applied toward the completion of
the contract in connection with which such surety bonds
shall have been furnished.
Section 703. The City further covenants that it
will enforce its rights to and interest in and under any
maintenance or surety bonds or warranties respecting qual-
ity, durability or workmanship obtained by the City in
connection with the construction of the Convention Center -
Garage, or any part thereof, and all benefits and recoveries
accruing therefrom shall be applied to repairs and improve-
ments of the Convention Center -Garage, or any part thereof,
or as otherwise provided in this Trust Indenture.
Section 704. The City covenants that it will not
create or suffer to be created a lien, encumbrance or
charge upon the Convention Center -Garage or any part of the
site upon which the Convention Center -Garage is located or
upon the Gross Revenues or Net Revenues of the Convention
Center -Garage or other revenues it derives from or in
connection with the Convention Center -Garage 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 otherwise
provided herein, and that, from said revenues and other
available funds, it will pay or cause to be discharged, or
will make' or cause to be made adequate provision to satisfy
and discharge, within sixty (60) days after the same shall
accrue,`. all lawful claims and demands for labor, materials,
supplies or other items which, if unpaid, might by law
become a lien upon the Convention Center -Garage or the site
upon which the Convention Center-Garageis'located or upon
such revenues; provided, however, that nothing in this
Section contained shall require the City to pay or cause to
be discharged, or make provision for, any such lien, encum-
brance or charge so long as the validity thereof shall be
contested in good faith and by appropriate legal proceedings
or, as to labor and materials liens arising by operation of
statutory law, so long as such liens shall not have been
perfected.
Section 705. The City covenants that it will, for
the purpose of performing and carrying out the duties
imposedon the Architect by this Trust Indenture, and by, the''
Development Agreement and the University Agreement, if
any, employ during construction of the Convention Center-
Garage an independent architect or architectural firm having.'
a favorable repute for skill and experience in such work-anci
that for the purpose of causing to be performed and carried
out the duties imposed on the Accountant under this Trust..
Indenture, and by the Development Agreement and the Univer
sity Agreement, if any, the City. will employ as the Account'.
ant a. firm of independent accountants having a favorable-''
repute for skill and experience in such work. The. City
further covenants that beforeemploying any architect or
architectural firm, other than
atany .time as Architect and before employing any firm o
independent public accountants,. other than
, as the Accountant under this; Trust Indenture,;i°
will notify the Trustee of its ;intent to employ such=`other.
architects or accountants at: -least thirty (30) days.prior;;to
such employment, and such employment shall become'. effective,
after the expiration of such thirty (30) days` unless the
Trustee shall, within such period notify 'the City of its
objection to -such employment.
Section 706. The City covenants that it will, for
the purpose; of performing . and carrying out the . duties
imposed on the Consulting Engineer by this Trust Indenture,`
and by the `Development Agreement; and: the University :Agree
ment, if any, employ a professional engineer having a
favorable repute for skill and experience in such work an
if deemed .desirable by the City, a _traffic and' parking
consultant or an.architect or architectural, firm, having .a.
favorable national repute for skill and exper±ence in such,
work. The City; further covenants that before employing any
Consulting Engineer, other than , at any
time as Consulting Engineer under this Trust Indenture it
will notify the 'Trustee of its intent: to employ such 'other
consultants at least thirty,(.30),;days prior.to;such employ-
ment and such employment shall become effective>after the
expiration of such thirty (30) days unless, the Trustee shall`
within such period notify theCity of its. objection to such
employment.
Section 707. The City,covenants that so long as any
bonds shall be outstanding itwill create and maintain of--
fives or agencies where :the coupon.bonds and coupons may be
presented for payment ,in the Borough of Manhattan, City,and`.
State of New York, and in` The City
Section 708. The City covenants that during the con-
strUction'of`the Convention Center -Garage, or any part
thereof,it Will cause to be carried builders' risk insur-
ance, including,among other risks, flood, earthquakes and
transit ;perils, in such amount as= shall be recommended by
the Architect:'
The City further covenants that it shall carry and
cause to be carried fidelity bonds or general crime insur-
ance on all officers, employees and agents of the City who
collect or have custody of or access to any of the gross or
net revenues or other moneys or securities of the City
demand from or in connection with the Convention Center -
Garage, such bonds or insurance to be in the amount of One
Million Dollars ($1,000,000) or such greater amount as shall
be recommended °.by.the Consulting Engineer in their report
submitted pursuant to Section 501 of this Trust Indenture.
Any amount ; recovered under such fidelity bonds or general
crime insurance shall be deposited to the credit of the
Revenue ':Fund..
The City further covenants. that it will cause all
improvementsnow or hereafter existing in or constitut-
ing part of the Convention Center -Garage at all times to
insured against such risks as are customarily insured.
against in connection with the operation of convention
center andparking facilities of type and size comparable
to the. Convention Center -Garage and that the City will carry
and maintain, or cause to be carried and maintained, and pay
or cause to be paid timely the premiums for, at least the
following insurance with respect to the Convention Center
Garage when and as such insurance is commercially available:.
(a) fire, with Uniform Standard Extended
Coverage Endorsements, and vandalism and mali-
cious`mischief insurance, with the broadest
coverage endorsements, as may be approved for
issuance in the State, including insurance
against loss or damage from lightning, wind-
storm, `hail, explosion, riot, riot attending a
strike,, civil commotion, aircraft, vehicles and
smoke, in an amount not less than eighty per-
cent (80%) of the full replacement insurable
value of the property insured, as determinedby
an appraisal satisfactory to the Trustee, with
not exceeding $25,000 deductible;
81.
n..
(b) war risk insurance, as and when and to the
full extent such insurance is obtainablefrom the
United States of America or any agency thereof, in
such amount (not exceeding the then replacement val-
ue of the property insured) as is available;
(c) sprinkler leakage insurance 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 thant $250,000 and with
deductible provisions not exceeding $100,000r
(d) comprehensive general liability insurance,
on an occurrence basis with limits of not less than
$5,000,000 for each occurrence and property damage
insurance with a limit of not less than $100,000;
(e) comprehensive automobile liability insurance
with limits forpersonal liability. of not less than
$1,000,000 for each occurrence and not less than $500,000
for each person, and property damage insurance with a limi
of not less than $100,000;
,f). workmen's compensation insurance as require.
or Permitted by the laws of the State; and
(g) use and occupancy or business interruption
insurance covering the loss of revenues of the City
by reason of the total or partial suspension of, or
interruption in, the operation of the Convention
Center -Garage caused by damage to or destruction of any
part of the Convention Center -Garage caused by any
peril insured against hereunder, covering a period of
suspension or interruption of at least twelve (12)
calendar months, with deductible provisions of not
exceeding $25,000 and such other exclusions as are
customarily imposed by insurers.
Any insurance required to be carried under this. Section
may. be included.as part 'of any blanket. or other policy or
policies of" insurance, subject to the provisions of , this
Trust Indenture;:
c•
elk
Notwithstanding the foregoing provisions of this
Section, if at any time such insurance to the extentabove
required is not reasonably obtainable, whether as to the
amount of such insurance, the risks covered thereby or the
deductible provisions thereof, it will not constitute an
event of default under the provisions of this Trust Inden-
ture if the City shall cause such insurance to be carried to
the extent reasonably obtainable.
SECTION 709. The City further agrees that each insur-
ance policy required by. Section 708 hereof (i) shall be by
such insurer or insurers as are financially responsible,
qualified to write " the respective insurance in the State and
of recognized standing, (ii) shall be in such form and with
such provisions (including, without limitation, the loss
payable clause, the waiver of subrogation clause, any
clauses relieving the insurer of liability to the extent of
minor claims and the designation the named assureds) as are
generally considered standard provisions for the type of
insurance involved and (iii) shall prohibit cancellation,
termination or modification by the insurers without at least
thirty (30) days' prior written notice to the City and the
Trustee. Without limiting the generality of the foregoing,
all insurance policies carried pursaunt to clauses (a), (b),
(c),` and '(g) of Section 708- above shall name the City and the
Trustee as parties"insured thereunder as the respective
interest of each of such"parties may appear, and loss
thereunder shall be made payable shall be approved and
shall be applied, , as provided in this Section and in Sec-
tions 711 and 712 hereof. Each such policy shall provide
that losses'thereunder shall be adjusted with the insurer by
the` City, except that any loss exceeding $5,000 shall be
adjusted by''the City"with the prior written approval of the
Trustee and that the: Trustee shall -not be liable for the
payment of premiums thereunder. The City covenants and
agrees that it shall cause all insurance carried or main
tained with respect to `the Convention Center -Garage under
clauses (a), (b), (c)" and (g) o£ Section 708 of this Trust
Indenture to be `made! . payable to the Trustee. All insurance'.
policies carried pursuant to clauses (d), (e) and (f) of
Section 708 above shall indicate that the City and the
Trustee are protected thereunder as the respective interests:
of each of such parties may appear.
SECTION 710. The proceeds of use and occupancy co
business interruption insurance shall be deemed Gross
Revenues of the Convention Center -Garage.
SECTION 711. All insurance policies, referred to in
this Article shall be open at all reasonable times to the
inspection of the City, the Developer, the University and
the principal underwriters and their agents and representa-
tives and shall be deposited with the Trustee. At the time
of deposit with the Trustee of any insurance policy there
shall be delivered to the Trustee the written opinion of an
insurance consultant or broker meeting the requirements set
forth in Section 708 to the effect that such policy is in
accordance with the requirements of this Article to the
extent that such requirements are applicable thereto. The
Trustee is hereby authorized, in the name of the City or the
Trustee, to demand, collect sue and receipt for any insur-
ance money which may become due and payable to the City or
the Trustee under any policies of insurance required here-
under.
Any appraisement or adjustment of any loss or damage
under any policy of insurance required under clauses (a),
(b), (c) and (g) of Section 708 hereof and any settlement or
payment of indemnity under any such policy in excess of
$50,000 on behalf`of the City which may be agreed upon
between the:. City and any insurer, as evidenced by an appro
citya certificate signed by the Director of Finance of the
City anddelivered to the Trustee, shall also be subject to
the approval' of the Architect and the Trustee. The Trustee
shall` not in any way be,liahle or responsible for the
collection 'of insurance moneys in case of any loss or
damage..
In case of any default by the City in fulfilling its
covenants with respect to causing to be maintained any of
the above -mentioned insurance policies, the Trustee shall
cause to be placed in effect and to - be carried any such
insurance in the name of. the City or the Trustee, and all
money paid by the Trustee as premiums upon such insurance
shall be repaid to the Trustee by the City upon demand.
The City further covenants that it will comply with the
provisions respecting insurance and all other provisions to
the extent permitted by law and will cause the Trustee to
fulfill its obligations: as stated therein.
SECTION 712. The City covenants that, immediately
after anysubstantial damage to or destruction or loss of
any part of the Convention Center -Garage, it will cause to
be prepared plans.. and specifications for repairing, replac-
ing orreconstructing the damaged, destroyed or lost proper-
ty (either in accordance with the original or a different
0
design) and an estimate of the cost thereof, and it will
cause' copies . of such estimate to `be filed with the Trustee
and' to be mailed to `the Developer, the University and the
principal Underwriters.
The proceeds of all such insurance available for, and
to be applied to, the replacement, repair or reconstruction
of the lost, damaged or destroyed property, shall be.dis-
bursed by the Trustee for such purposes, such disbursements
to be made in accordance with the provisions of Section 404
of this Trust Agreement for payments from the 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 insurance proceeds
for such purposes in conformity with the provisions hereof.
Ifsuch proceeds are more than sufficient for such purposes,
the balance remaining shall be deposited to the credit of
the Sinking Fund. If such proceeds shall be insufficient
for such purpose, the deficiency shall be provided by
the Trustee, upon requisition of the City, from any money
held for the credit of the Renewal and Replacement Fund.
In the event such insurance proceeds, together with all
other money, including money transferred from the Renewal
and Replacement Fund, legally available for such purpose,
are insufficient to complete the `replacement, repair or
reconstruction of the lost, damaged or destroyed property to
a degree which in the opinion of the `Consulting `Engineer,
expressed in writing and filed with the Trustee, the City,
the Developer and. the University and the principal under-
writers, would result in the City's deriving revenues
from or in connection with the .Convention Center -Garage
substantially equivalent! to the gross revenues which would
have been realizedin the event such loss, damage or des-
truction had not occurred, said proceeds shall be deposited
with the Trustee to the credit of the Sinking Fund.
Notwithstanding the foregoing, the City may direct
the Trustee, subject to the concurrence of the Developer and
the University, not to replace, repair or reconstruct the
lost, damaged or destroyed property as above stated, provid
ed.;the,City shall: direct the Trustee in writing to apply the
insurance proceeds for the payment of principal, interest
and redemption' premium, if any, on all bonds then outstand-
ing and all other obligations incurred by the City pursuant
this Trust Indenture.
SECTION 713. The City covenants that it will cause
this Trust Indenture, and any financing 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 the holders and
owners of the bonds and of the Trustee hereunder.
The City will cause to be delivered to the Trustee
annually during the month of commencing in.
19:` , an 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 fully
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 this Trust Indenture and that no further
instruments are required by law to be executed, recorded or
filed to preserve the security of the bonds.
SECTION 714. The Development Agreement and the Univer-
sity Agreement, duly executed counterparts of which have
been filed with the Trustee, set forth the covenants and
obligations of the City and the Developer, and the City and
the University, respectively, including provisions therein
for the benefit of the Trustee and the bondholders. Refer-
ence is hereby made to the Development Agreement and the
University Agreement for a detailed statement of the
covenants and obligations of the Developer under the Devel-
oper Agreement and of the Unversity under the University
Agreement. The City agrees that the Trustee in its name or
in the name of the City may enforce pursuant to the City's
assignment of the Development Agreement and the University
Agreement to the Trustee under Section 723 of this Trust
Indenture, all rights of the City and all obligations of the
Developer under and pursuant to the Development Agreement
and of the University under the University Agreement for and
on behalf of the bondholders, whether or not the City is in
default hereunder.
SECTION 715. Whenever in this Trust Indenture the
term "Developer" is used it shall be interpreted to mean
the Developer to the extent of its respective rights,
privileges, duties and obligations under the Development
Agreement. Such term also includes any successor or
assign of the Developer pursuant to the provisions of the
Development Agreement. Whenever in this Trust Agreement the
term "University" is used it shall be interpreted to mean
the University to the extent of its respective rights,
privileges, duties and obligations under the University
Agreement. Such term also includes any successor or
assign of the University pursuant to the provisions of the
University Agreement.
86.
SECTION 716. The City covenants that none of the
revenues rents and other moneys it shall derive from the
Convention Center -Garage will be used for any purpose other
than as provided in this Trust Indenture and no contract or
contracts will be entered into or any action taken which
shall be inconsistent with the provisions of this Trust
Indenture.
SECTION 717. The City covenants that it will, from time
to time, execute and deliver such further instruments and
take such further actions as may be required to carry out
the purposes of this Trust Indenture.
SECTION 718. The City covenants that it will keep, or
cause to be maintained, accurate records and accounts of the
total cost of the Convention Center -Garage. Such records
and accounts shall be open at all reasonable times to the
inspection of the Trustee, the Developer, the University and
the principal underwriters.
The City agrees that it shall cause the Developer and
the University to fulfill the requirementsofthis Trust
Indenture to the extent they are within the purview of the
Developer's responsibilities under the Development Agreement
and the University's responsibilities under the University
Agreement.
SECTION 719. The City further covenants that promptly
after the close of each fiscal year it will cause an audit
to be made by the Accountant of the books and accounts of
the City relating to the Convention Center -Garage, the
bonds and this Trust Indenture for such fiscal year. The
Trustee shall cause to be made available to the Accountant
all of the books and records in the possession of the
Trustee relating to the Convention Center -Garage, the bonds
and this Trust Indenture. Within the first four (4) months
of each fiscal year, copies of the audit report of each such
audit for the preceding fiscal year shall be filed with the
City and the Trustee, and copies of such audit report shall
be mailed by the City to the Developer, the University, the
Architect, the Consulting Engineers, the principal under-
writers and each bondholder of record. Each such audit
report shall state that the audit has been made and the
audit report has been prepared in conformity with the
provisions of this Trust Indenture and shall set forth with
respect to the preceding fiscal year;
(a) an income and expense account of the City.
in relation to the Convention Center -Garage and a
statement of the Gross Revenue of the Convention
Center -Garage;
(b). all deposits to the credit of and withdrawals
from each fund and account created under the provisions
of this Trust Indenture;
87.
(c) the details of all bonds paid, purchased or
redeemed;
(d) the amount on deposit at the end of such
fiscal year to the credit of each such fund and account,
the security therefor and the details of any investments
thereof; and
(e) the amount of the proceeds received from the
sale of any property, any condemnation award or any
insurance under this Trust Indenture, and the disposition
thereof.
such audit report shall state the findings of the Accountant
as to whether the moneys received by or for the City and
the Trustee under the provisions of this Trust Indenture
during such fiscal year have been applied in accordance
with this Trust Indenture.
The City further covenants that it will cause any
additional reports or audits relating to the Convention
Center -Garage to be made as required by law and that upon
request it will furnish to the Trustee, the Developer, the
University, the principal underwriters and each bondholder
of record quarterly unaudited financial reports covering the
matters required by this Section and such other information
concerning the Convention Center -Garage or any part there-
of, as any of them may reasonably request.
SECTION 720. The City covenants that, except as in
this Trust Indenture otherwise permitted, it will not sell,
demolish, remove, or otherwise dispose of or encumber the
Convention Center -Garage or any part thereof, or permit the
Convention Center -Garage, or any part thereof to be sold,
demolished, removed or otherwise disposed of or encumbered;
provided that the City may convey, transfer or otherwise
dispose of air rights, easements,'licenses or other similar
rights in land necessary for the construction, operation or
maintenance of the Hotel described in the Preamble and to be
constructed by the Developer or the Convention Center -Garage.
The City may, from time to time with the approval of the
Trustee, sell such rights in land or other portions of the
Convention Center -Garage as the City by resolution deter-
mines are no longer useful in connection with the operation
and maintenance thereof for the purpose intended in addition
to such air rights, easements, licenses or other similar
rights in land necessary for such construction operation or
maintenance. Upon any sale under the provisions of this
Section, the City shall notify the Trustee of the property
to be sold and the amount and disposition of the proceeds
thereof and shall file with the Trustee an opinion of
counsel for the City stating that such sale is authorized by
lawand the provisions of this Trust Indenture. The pro-
ceeds of any such sale, remaining after allowing for the
City's costs in connection therewith, shall be deposited to
the credit' of the Sinking Fund.
88.
itiorwriowiAlemooloridrav
III IIIIIiU I ■Pm
All buildings, structures, improvements, machinery,
equipment and other property which shall be constructed,
placed or installed in or upon the Convention Center -Garage
as an addition to, or as a substitute for, or in the re-
newal, remodeling or replacement of, any buildings, struc-
tures, improvements, machinery, equipment or other property
constituting part of the Convention Center -Garage shall
thereupon become a part thereof.
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 from any taking or damaging
of the Convention Center -Garage shall be deposited to the
credit of the Sinking Fund.
SECTION 721. The City covenants that it will not
suffer, permit or take any action or do anything or fail to
take any action or fail to do anything which may result in
the termination or cancellation of the Development Agreement
or the University Agremeent except in accordance with the
terms thereof; that it will fulfillits obligations and will
require the Developer and the University, respectively, to
perform punctually their duties and obligations under the
Development Agreement or the University Agreement and will
otherwise administer the Development Agreement or the
Univeristy Agreement in accordance with their terms; that it
will promptly notify the Trustee of any actual or alleged
event of default under or breach of the Development Agree-
ment or the University Agreement of which it is apprised;
that in the event the Development Agreement or the Uni-
versity Agreement shall be terminated or cancelled it
will take prompt and reasonable action to assure that the
rights and interests of the bondholders are adequately
protected. The City covenants that it will not agree to
any modification or alteration of, amendment to, or change
in the Development Agreement or University Agreement unless
it shall receive and file with the Trustee, inform and
substance satisfactory to the Trustee: (i) a certificate of
the Consulting Engineer, approved as to form and substance
by the City Manager, to the effect that the rights of the
bondholders with regard to the Development Agreement or the
University Agreement, as the case may be, and under this
Trust Indenture will not be prejudiced or impaired by such
proposed modification, alteration, amendment or change; and
(ii) an opinion of the City Attorney to the effect that the
proposed modification, alteration, amendment or change
complies with the provisions of the Development Agreement or
the University Agreement, as the case may be, and this Trust
Indenture, and that it is proper for the parties to the
Development Agreement or the University Agreement, as the
case may be, to execute such modification, alteration,
amendment or change.
89.
SECTION 722. The City covenants that none of the
Convention Center -Garage or revenues from or in connection
with its ownership of the Convention Center -Garage or any
other money pledged under this Trust Indenture will be used
for any purpose other than as provided in or permitted by .
this Trust Indenture, and no contract or contracts will be
entered into or any action taken which shall be inconsistent
with the provisions of this Trust Indenture. The City
covenants that it has the rightful power and lawfulauthor-
ity to pledge the revenues it derives from or in connection
with the Convention Center -Garage and other money, as
provided in this Trust Indenture.
The City covenants that all of the Convention Center -
Garage and all of the Gross Revenues of the Convention
Center -Garage are and will continue to be, free and clear of
and from any and all liens and encumbrances (exclusive of
this Trust Indenture and except as otherwise provided in
this Trust Indenture) of every nature and kind, and the City
will at all times maintain and preserve the liens and
pledges thereto granted under this Trust Indenture as herein
provided. The City covenants that, except as otherwise
permitted in this Article, it will not sell, demolish,
remove or otherwise dispose of or encumber the Convention
Center -Garage, or any part thereof, or create or suffer to
be created any lien or charge against the Convention Center
Garage, or any part thereof, except as permitted by this
Trust Indenture, or permit the Convention Center -Garage, or
any part thereof, to be sold, demolished, removed or other-
wise disposed of or encumbered or permit, do or suffer any
act or thing whereby the Convention Center -Garage or its
operation might or could be prejudicially affected.
All property and rights of every kind, real, personal
or mixed, tangible or intangible,'which may be acquired
by the City with the proceeds of any bonds issued under
Sections 208 and 209 of this Trust Indenture, shall,
immediately upon the acquisition thereof and without any
further instrument, become part of the Convention Center -
Garage and be subject to this Trust Indenture as fully and
completely as if presently owned by the City. The City, at
the request of the Trustee, will do, execute, acknowledge
and deliver, or will caused to be done, executed, acknow-
ledged and delivered, all such things and instruments as the
Trustee shall deem necessary or desirable for the effectua-
tion 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 for the bonds, the Development
Agreement and the University Agreement and all of the
rights, powers and privileges and immunities of the City
under the Development Agreement and the University Agreement
in addition to all other rights vested in and remedies
available to the Trustee and such bondholders, including the
right to enforce, either jointly with the City or separately
and in conformity with the provisions of this Trust Inden-
ture, particularly Section 714 hereof, the performance of
the obligations of the Developer under the Development
Agremeent and of the University under the University Agree-
ment.
SECTION 724. If any public authority or entity, in the
exercise of its powers of eminent doman, takes or damages
the Convention Center -Garage, or any part thereof, the City
shall take or cause to be taken, prompt and appropriate
measures to protect and enforce its rights and interests and
those of the Trustee in connection with any condemnation
proceeding, and the City shall cooperate with the Trustee in
the protection of their mutual rights and interests. Prompt
written notice of any taking or damaging of any part of the
Convention Center -Garage or of any official notice of any
proceeding therefor of any public instrumentality, body,
agency or officer shall be given to the Trustee and to the
other interested party by the party first informed thereof.
The net proceeds of any award or compensation resulting
from any such taking or damaging (being the total proceeds
therefrom less all reasonable and necessary legal and
other costs and expenses incurred by the City in connection
with such taking or damaging) shall,, at the election of the
City exercised within ninety (90) days of such taking or
damaging, be disbursed by the Trustee to make repairs, re-
placements 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
given by the City to the Trustee, describing and estimating
the costs of such repairs, replacements or improvements, and
being accompanied by such other pertinent information as may
be required by the Trustee. Such disbursements shall be
made in accordance with the provisions of Section 404 of
this Trust Agreement for payments from the Construction Fund
to the extent that such provisions can appropriately be made
applicable thereto. The Trustee may permit the City to
expend any of such proceeds for such purposes in conformity
with the provisions hereof. If such net proceeds, together
with all other money, including money transferred from the
Renewal and Replacement Fund, legally available for such
purposes are insufficient to complete such repairs, replace-
ments or improvements of the property thus taken or damaged
to a degree which in the opinion of the Consulting Engineer,
expressed in writing and filed with the Trustee and the
City, would result in deriving Gross Revenues from the
Convention Center -Garage substantially equivalent to the
gross reveneus which would have been realized in the event
such taking or damaging had not occurred, said net proceeds
shall be deposited with the Trustee to the credit of the
Sinking Fund, or, with the approval of the Trustee and the
City, to the credit of the Renewal and Replacement Fund.
ARTICLE VIII.
REMEDIES.
SECTION 801. In case the time for the payment of any
coupon or the interest on any registered bond without coupons
shall be extended, whether or not such extension be by or
with the consent of the City, such coupon or such interest
so extended shall not be entitled in case of default hereunder
to the benefit or security of this Trust Indenture except
subject to the prior payment in full of the principal of all
bonds then outstanding and of all coupons and interest the
time for the payment of which shall not have been extended.
SECTION 802. Each of the following events is hereby
declared an "event of default" that is to say, if:
(a) payment of any instalment
any of the bonds shall' not be made
shall become due and pyable; or
of interest on
when the same
(b) payment of the principal or the redemption
premium, if any, of any of the bonds shall not be
made when the same shall become due and payable, either
at maturity or by proceedings for redemption or other-
wise or, the total amount deposited in any fiscal year
to the credit of the Redemption Account under the
provisions of Section 504 of this Trust Indenture
shall be less than the Amortization Requirements
for such year; or
-r�
(c). the City shall unreasonably delay or -fail
to. carry on:with reasonable dispatch or abandon
the consttucion• of: the Convention Center -Garage. or
(d). the .City shall for any reason be rendered
incapable of fulfilling its obligations hereunder; or
(e) any substantial part of the Convention
enter -Garage shall be destroyed or condemned to the
extent of impairing the efficient operation or useful-
ness of the Convention Center -Garage and, except as
otherwise provided in Section 724 of the Trust Inden-
ture, shall not be promptly repaired, replaced or
reconstructed (whether such failure promptly to repair,
replace or reconstruct the same be due to the imprac-
ticability of such repair, replacement or reconstruc-
tion or to lack of funds therefor or for any other
reason) ; or
(f) any final judgment for the payment of money
shall be rendered against the City in connection with
the Convention Center -Garage and any such judgment
shall not be discharged within sixty (60) days from the
entrythereof and an appeal shall not be taken there-
from or from the order, decree or process upon which or
pursuant to which such judgment shall have been granted
or entered, in such manner as to stay the execution of
or levy under such judgment, order, decree or process
or the enforcement thereof; or
(g) anorder or decree shall be entered, with the
consent or, acquiescence of the City, appointing a
receiver or receivers for the.Convention Center -Garage
or.any _.of the revenues and other money derived by the
City from or in connection with its ownership of the
Convention Center -Garage, or approving a petition filed
against the City seeking reorganization of the City
under the Federal bankruptcy laws or any other similar
law: or statute of the United States of America or any
state ''thereof, or if such order or decree, having been
entered without the consent or acquiescence of the
City, shall not be vacated or discharged or stayed on
appeal within ninety (90) days after the entry thereof;
or
(h) any proceeding
consentor acquiescence,
shall be instituted
of the ;City for the,
Of effecting a composition between the City and its
creditors or for the purpose of adjusting the claims
of such creditors pursuant to any Federal or state
statute now or hereafter enacted, if the claims of such •
creditors are under any circumstances payable from
the revenues and other money derived by the City from,
or in connection with, its ownership, or any property
constituting• part, of the Convention Center -Garage; or
(i) if the City (1) admits in writing its inabil-
ity to pay its debts generally as they become due, or
(2) files a petition in bankruptcy, or (3) makes an
assignment for the benefit of its creditors, or (4)
consents to the appointment of a receiver or trustee
for itself or for the whole or any part of the Conven-
tion Center -Garage or any of the revenues and other
money derived by the City from or in connection with
its ownership of the Convention Center -Garage; or
(j) if (i) the City is adjudged insolvent by a
court of competent jurisdiction, or (ii) on a petition
in bankruptcy filed against the City it be adjudged
a bankrupt, or (iii) an order, judgment or decree
be entered by any court of competent jurisdiction
appointing, without the consent of the City, a receiver
or trustee of the City or of the whole or any part of
its property and any of the aforesaid ajudications,
orders, judgments or decrees shall not be vacated
or set aside or stayed within ninety (90) days from the
day of entry thereof; or
(k) if the City shall file a petition or answer
seeking reorganization or any.arrangement under the
Federal bankruptcy laws or any other applicable law or
statute of the United States of America or any state
thereof; or
for tlYelreif or aid of debtors, any cooLcompetent
if,under the provisions of any other law
jurisdiction shall assume custody or controlthe City
or of the whole or any substantial part of itsproperty,
and siluc=rodyor control shall not be terminate
da s from the date of assumption
of such custody control; or
94.
lorti
(m) if the Development Agreement or the Univer-
sity Agreement shall be terminated or if an event of
default under either of such Agreements shall have
occurred or if as required under either of such agree-
ments any such default shall have continued for thirty
(30) days after written notice specifying such default
and requiring same to be remedied shall have been given
to the Developer with respect to the Development
Agreement or the University with respect to the Univer-
sity Agreement, as the case may be, by the Trustee or
the City either pursuant to said agreements or this
clause; or
(n) the City shall default in the due and puntual
performance of any other of the covenants, conditions,
agreements and provisions contained in the bonds or in
this Trust Indenture or any agreement supplemental hereto
on the part of the City to be performed, and such default
shall continue for thirty (30) days after written notice
specifying such default and requiring same to be remedied
shall have been given to the City by the Trustee, which
may give such notice in its discretion and shall give
such notice at the written request of the 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 may, and upon the written
request of the holders of not less than fifteen percent
(15%) in aggregate principal amount of the bonds hereby
secured and then outstanding shall, by a notice in writing
to the City, declare the principal of all of the bonds then
outstanding (if not then due and payable) to be due and
payable immediately, and upon such declaration the same
shall become and be immediately due and payable, anything
contained in the bonds or in this Trust Indenture to the
contrary notwithstanding; provided, however, that if at any
time after the principal of the bonds shall have been so
declared to be due and payable and before the entry of final
judgment or decree in any suit, action or proceeding insti-
tuted on account of such default, or before the completion
of the enforcement of any other remedy under this Trust
Indenture, money shall have "accumulated in the Sinking Fund,
the Renewal and Replacement Fund and the Surplus Fund
sufficient to pay the principal of all matured (not through
such declaration) bonds and all arears of interest, if any,
upon all bonds then oustanding (except the principal of any
bonds not then due by their terms and the interest accrued
on such bonds since the last interest payment date), and the
charges, compensation, expenses, disbursements, advances and
liabilities of the Trustee, and all other amounts then
payable by the City hereunder shall have been paid or a sum
sufficient to pay the same shall have been deposited with
the Trustee, and every other default known to the Trustee in
the observance or performance of any covenant, condition or
agreement contained in the bonds or in this Trust Indenture
(other than a default in the payment of the principal of
such bonds then due only because of a declaration under this
Section) shall have been remedied to the satisfaction of the
Trustee, then and in every such case the Trustee may, and
upon the written request of the holders of not less than
twenty-five percent (25%) in aggregate principal amount of
the bonds hereby secured and then outstanding shall, by
written notice to the City, rescind and annul such declara-
tion and its consequences, but no such rescission or annul-
ment shall extend to or affect any subsequent default or
impair any right consequent thereon. The Developer 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 (a)
o.(n) 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 provisions of Section 902 of this Trust Indenture,
to protect and enforce its rights and the rights of the
bondholders under the laws of the State or under this Trust
Indenture, Development Agreement or University Agreement
by.such suits, actions or special proceedings in equity or
at law, or by proceedings in the office of any board or
officer having jurisdiction, either for the specific per-
formance of any covenant or agreement contained herein, in
the Development Agreement or in the University Agreement
or in aid or execution of any power herein or in the Devel-
opment Agreement or in the University Agreement granted or
for the enforcement of any proper legal or equitable remedy,
as the Trustee, being advised by counsel, shall deem most
effectual to protect and enforce such rights.
•
AMID "—
In the enforcement of any remedy under this Trust Inden-
ture the Trustee shall be entitled to sue'for, enforce
payment of and receive any and all amounts then or during
any default becoming, and at any time remaining, due from
the City for principal, interest or otherwise under any of
the provisions of this Trust Indenture or of the bonds
and unpaid, with interest on overdue payments of principal
or interest at the rate or rates of interest specified
in such bonds, together with any and all costs and expenses
of collection and of all proceedings hereunder and under such
bonds, without prejudice to any other right or remedy of the
Trustee or of the bondholders, and to recover and enforce any
judgment or decree against the. City, but solely as provided
herein and in such bonds, for any portion of such amounts
remaining unpaid and interest, costs and expenses as above
provided, and to collect in any manner provided by law the
moneys adjudged or decreed to be payable, subject to the
provisions of the last paragraph`. of Section 701 of this
Trust Indenture.
The .provisions' of this Section are in addition to the
Powers : and remedies otherwise granted to. the Trustee and the
bondholders under the law, this Article, "the Development
Agreement and the University Agreement.
SECTION 805..,Anything in this Trust Indenture to the
contrary notwithstanding, if at any time the money in the
Sinking Fund shall not be sufficient to.,pay the interest on
or the principal of the bonds as the same shall become due
and payable (either by their terms or by acceleration of
maturities under the provisions of Section 803 of this
Article), such money, together with any money then available
or thereafter becoming available for such purpose, whether.
through the exercise of the remedies provided for in this
Article Or otherwise, shall beapplied as follows:
a) ;Unless the principalof all the bonds
shall have hecome or shall have been declared
due and payable, all such money shall be applied:
First: to' the payment to the persons entitled
thereto of all instalments of interest then due
and payable in the order in which such instalments
become~ due and payable and, if the amount available
shall not be sufficient to pay in full any particular
instalment, then to the payment, ratably, according
to the amounts due on such instalment, to the persons
entitled thereto, without any discrimination or pre-
ference except as to any difference in the respective
rates of interest specified in the bonds;
97.
Second: to the payment to the persons entitled
thereto of the unpaid principal of any of the bonds
which shall have become due and payable (other than
bonds called for redemption for the payment of which
money is held pursuant to the provisions of this Trust
Indenture), in the order of their due dates, with
interest on the principal amount of such bonds at the
respective rates specified therein from the respective
dates upon which such bonds became due and payable,
and, if the amount available shall not be sufficient to
pay in full the principal of the bonds due and payable
on any particular date, together with such interest,
then to the payment first of such interest, ratably,
according to the amount of such interest due on such
date, and then to the payment of such principal,
ratably, according to the amount of such principal due
on such date, to the persons entitled thereto without
any discrimination or preference; and
Third: to the payment of the interest on and
the principal of the bonds, to the purchase and
retirement of bonds and to the redemption of bonds,
all in accordance with the provisions of Article V
of this Trust Indenture.
(b) If the principal of all the bonds shall have
become or shall have been declared due and payable,
all such money shall be applied to the payment of the
principal and interest then due and unpaid upon the
bonds, without preference or priority of principal
over interest or of interest over principal, or of any
instalment of interest over any other instalment of
interest, or of any bond over any other bond, ratably,
according to the amounts duer.espectively for principal
and interest, to the persons entitled thereto without
any discrimination or preferences except as to any
difference in the respective rates of interest speci-
fied in the bonds.
(c) If the principal of all the bonds shall have
been declared due and payable and if such declaration
shall thereafter have been rescinded and annulled
under the provisions of Section 803 of this Trust
Indenture,.. then, subject to the provisions of paragraph
(b) of this Section in the event that the principal of
all the bonds shall later become or be declared due and
payable, the money then remaining in and thereafter
accruing to the Sinking Fund shall be applied in
accordance with the provisions of paragraph (a) of this
Section.
98.
The provisions of paragraphs (a), (b) and (c) of this
Sectt�n are in all respects subject to the provisions of
Section 801 of this Trust Indenture.
Whenever money is to be applied by the Trustee pursuant
to the provisions of this Section, such money shall be applied
by the Trustee at such times and from time to time as the
Trustee in its sole discretion shall determine, having due
regard to the amount of such money available for application
and the likelihood of additional money becoming available for
such application in the future; the deposit of such money
with the Paying Agents, or otherwise setting aside such
money, in trust for the proper purpose shall constitute
proper application by the Trustee; and the Trustee shall
incur no liability whatsoever to the City, to any bondholder
or to any other person for any delay in applying any such
money, so long as the Trustee acts with reasonable diligence,
having due regard to the circumstances, and ultimately
applies the same in accordance with such provisions of this
Trust Indenture as may be applicable at the time of applica-
tion by the Trustee. Whenever the Trustee shall exercise
such discretion in applying such money, it shall fix the
date (which shall be an interest payment date unless the
Trustee shall deem another date more suitable) upon which
such application is to be made and upon such date interest
on the amounts of principal to be paid on such date shall
cease to accrue. The Trustee shall give such notice as it
may deem appropriate of the fixing of any such date, and
shall not be required to make payment to the holder of any
unpaid coupon or any bond until such coupon or such bond and
all unmatured coupons, if any, appertaining to such bond •
shall be surrendered to the Trustee for appropriate endorse-
ment, or for cancellation if fully. paid.
SECTION 806'. In case any proceeding taken by the Trustee
on`account'of any default shall have been discontinued or
abandoned for any reason, then and in every such case the
City," the Trustee. and the bondholders shall be restored to
their former positions and rights hereunder, respectively,
and all rights, remedies, powers and duties of the Trustee
shall continue as though no proceeding had been taken.
SECTION 807. Anything in this Trust Indenture to the
contrary notwithstanding, the holders of not less than
fifteen percent (15%) in aggregate principal amount of the
bonds then outstanding hereunder shall have the right, subject
to the provisions of Section 902 of this Trust Indenture, by
an instrument or concurrent instruments in writing executed
and delivered to the Trustee, to direct the method and place
of conducting all remedial proceedings to be taken by the
Trustee hereunder, provided that such direction shall not
be otherwise than in accordance with law and the provisions
of this Trust Indenture.
99.
1
SECTION 808. No holder of any of the bonds shall have
any right to institute any suit, action or proceeding in
equity or at law on any bond or for the execution of any
trust hereunder or for any other remedy under this Article, '
the Development 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 percent
(10%) 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 case may be, shall have accrued, and shall have
afforded the Trustee a reasonable opportunity either to
proceed to exercise the powers granted under this Article or
to institute such action, suit or proceeding in its or their
name, and unless, also, there shall have been offered to the
Trustee reasonable security and indemnity against the costs,
expenses and liabilities to be incurred therein or thereby,
and the Trustee shall have refused or neglected to comply
with such request within reasonable time; and such notifica-
tion, 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 execution of the powers and trusts of
this Trust Indenture or to any other remedy hereunder;
Provided, however, that notwithstanding the foregoing
provisions of this Section and without complying therewith,
the holders of not less than fifteen percent (15%) in
aggregate principal amount of the bonds hereby secured and
then outstanding may institute any such suit, action or
Proceeding in their own names for the benefit of all holders
of bonds hereunder, and the Trustee in such event shall have
no obligation to institute any such suit, action or proceed-
ing hereunder. It is understood and intended that, except
as otherwise above provided, no one or more holders of the
bonds hereby secured shall have any right in any right in
any manner whatever by his or their action to affect,
disturb or prejudice the security of this Trust Indenture,
or to enforce any right hereunder except in the manner
herein provided, that all proceedings at law or in equity
shall be instututed, had and maintained in the manner herein
provided and for the benefit of all holders of such out-
standing bonds and coupons, and that any individual rights
of action or other right given to one or more of such
holders by law are restricted by this Trust Indenture to the
rights and remedies herein provided.
100.
SECTION 809. Upon the occurrence of any event of
default, and upon the filing of a suit or other commencement
of judicial proceedings to enforce the rights of the Trustee
and of the bondholders under this Trust Indenture, the
Development Agreement and the University Agreement, the
Trustee shall be entitled, as a matter of right, to the
appointment of a receiver or receivers of the Convention
Center -Garage and of the revenues of the City derived from
or in connection with the Convention Center -Garage and the
bonds pending such proceedings, with such powers as the
court making such appointments shall confer, whether or not
such revenues of the City shall be deemed sufficient ulti-
mately to satisfy the bonds outstanding hereunder.
SECTION 810. Upon the occurence of any event of
default and the Trustee's declaration under Section 803
hereof that the principal of all bonds is and shall be
immediately.due and payable, the Trustee may institute such
actions or proceedings in a court of competent jurisdiction
to enforce payment of the bonds then outstanding hereunder
and to foreclose this Trust Indenture in the manner provided
by and may have the Convention Center -Garage and other
property pledged as security for the bonds under this Trust
Indenture, or any part thereof, sold under the judgment or
decree of such court. The Trustee may also enforce all
rights under the Development Agreement and the University
Agreement.
The City, for itself and all ;persons and entities
hereafter claiming through or under it. hereby (1) expressly
waives and releases all right to have the Convention Center -
Garage marshalled upon any foreclosure or other enforcement
hereof, and (2) agrees that any court in which the foreclo-
sure of this Trust Indenture is sought shall have the right
to sell the Convention Center -Garage as a whole in a single
parcel or in such parcels as may be directed by such court.
SECTION 811. Upon any sale made under judgment or
decree in any judicial proceedings for foreclosure or
otherwise for the enforcement of this Trust Indenture, the
holder or'holders of any bonds outstanding hereunder, or
the Trustee. may, if and to the` extent then permitted by
law, bid for and purchase the Convention Center -Garage and
other property under this Trust Indenture, or any part
thereof, and upon compliance with the terms of sale may
hold, retain and possess and dispose of such property in its
own absolute right without further accountability, and any
1
SECTION 809. Upon the occurrence of any event of
default, and upon the filing of a suit or other commencement
of judicial proceedings to enforce the rights of the Trustee
and of the bondholders under this Trust Indenture, the
Development Agreement and the University Agreement, the
Trustee shall be entitled, as a matter of right, to the
appointment of a receiver or receivers of the Convention
Center -Garage and of the revenues of the City derived from
or in connection with the Convention Center -Garage and the
bonds pending such proceedings, with such powers as the
court making such appointments shall confer, whether or not
such revenues of the City shall be deemed sufficient ulti-
mately to satisfy the bonds outstanding hereunder.
SECTION 810. Upon the occurence of any event of
default and the Trustee's declaration under Section 803
hereof that the principal of all bonds is and shall be
immediately due and payable, the Trustee may institute such
actions or proceedings in a court of competent jurisdiction
to enforce payment of the bonds then outstanding hereunder
and to foreclose this Trust Indenture in the manner provided
by law and may have the Convention Center -Garage and other
property pledged as security for the bonds under this Trust
Indenture, or any partthereof, sold under the judgment or
decree of such court. The. Trustee may also enforce all
rights under the Development Agreement and the University
Agreement.
The City, for it elf and all persons -and entities
hereafter claiming through or; under it, hereby (1) expressly
waives and releases"all "right'to have the Convention Center
Garage. marshalled upon any. foreclosure or other enforcement
hereof and' ,(2') `agrees that any court in which the foreclo-
sure,; of�this:.;.Trust"Indenture is sought shall have the right
to sell. the Convention Center -Garage as a whole in a single
parcel or in'such parcels' as may be directed by such court.
SECTION 811. Upon any sale made under judgment or
decree in, any"judici°al proceedings for foreclosure or
otherwise for the enforcement of this Trust Indenture, the
holder or holders `of `any bonds outstanding hereunder, or
tie Trustee, may,' if 'and to: the "extent then permitted by
law, bid' for and ;purchase the"Convention Center -Garage and
other property. under, ;this; Trust Indenture, or any part
thereof, and'upon:compliance with the terms of sale may
hold, retain and possess and dispose of such property in its
own absolute rig tt,without further accountability, and any.
101.
purchasers at any such sale may, in paying the purchase
money, turn in any of such bonds and coupons or claims for
interest outstanding hereunder in lieu of cash to the amount
which shall, upon distribution of the net proceeds of such
sale, be payable thereon. Any of said bonds and coupons, in
case the amount so payable thereon shall be less than the
amount due thereon, shall be returned to the holders thereof
after being appropriately stamped to show the partial
payment, if any, thereon.
SECTION 812. Any sale made under judgment or decree
in any judicial proceedings for foreclosure or otherwise for
the enforcement of this Trust Indenture shall, if and to the
extent then permitted by law, operate to divest all right,
title, interest, claim and demand whatsoever, either at law
or, in equity, of the City, in and to the property so sold,
and to be perpetual bar both at law and in equity against
the City and against any and all persons, firms or corpora—
tions claiming or who may claim the property sold, or any
part thereof, from through or under the City.
SECTION 813. The proceeds of any sale made under judgment
or decree in any judicial proceeds for the foreclosure or
otherwise for the enforcement of this Trust Indenture paid
over to the Trustee, together with any other funds which may
then be held by the Trustee pursuant to this Trust Indenture,
shall be applied as "follows
First: to the payment of all taxes, assessments,
governmental charges and liens prior to the lien of
this Trust Indenture, if there be any, except those
subject to which such sale shall have been made, and
all of the costs and expenses•of such sale, including
reasonable compensation to the Trustee, its agents and
attorneys, and of all other sums payable to the Trustee
hereunder by reason of any expenses or liabilities
incurred or advances made pursuant to this Trust
Indenture.
Second: to the payment of the bonds, including
principal and inere:st, in the order and manner
provided in Section 805(b) of 'this Article;
Third • to. the payment :of .all' 'other' obligations
due .and ;payable, by the.City pursuant 'to the ,provisions
of 'this Trust Indenture;•'and.`�
Fourth: any; surplus thereof 'remaining shall be
paid. to the City or ,to whomsoever
may; be lawfully.
entitled to ';receive the same
102.
SECTION 814. In case of any event of default on its
part, as aforesaid, to the extent that such rights may then
lawfully be waived, neither the City nor anyone claiming
through or under it shall or will set up, claim or seek to
take advantage of any appraisement, valuation, stay, exten-
sion or redemption laws now or hereafter in force in the
State, in order to prevent or hinder the enforcement or
foreclosure of this Trust Indenture, or the absolute sale of
the Convention Center -Garage and other property under this
Trust Indenture, or any part thereof, or the final and
absolute putting into possession thereof, immediately after
such sale, of the purchaser or purchasers of such property,
or any part thereof. The City for itself and all who may
claim through or under it, hereby waives, to the extent that
it lawfully may do so, the benefit of all such laws and all
right of appraisement and redemption to which it may be
entitled under the laws of the State.
SECTION 815. The Trustee, if and to the extent per-
mitted by law, shall be entitled to sue and recover judgment
either before or after or during the pendency of any pro-
ceedings for the enforcement of the lien upon the revenues
of the City derived from or in connection with the Conven-
tion Center -Garage and other property pledged under the
Trust Indenture, or any part thereof, and in case of a sale
of any part of such property and of the application of the
proceeds of sale to the payment of the principal of and
interest on the bonds, the Trustee shall be entitled to
enforce payment of and to receive all amounts then remaining
due and unpaid upon any and all bonds and coupons, if any,
appertaining thereto, for the benefit of the holders there-
of, and the Trustee shall be entitled to recover judgment
for any portion of the amount thereof remaining unpaid, with
interest. No recovery of any such'judgment by the -Trustee
and no levy of any execution of any such judgment upon any
part of the Convention Center -Garage or upon any other
property, shall in any manner or to any extent affect
the lien of this Trust Indenture upon revenues of the City
derived from or in connection with the Convention Center -
Garage part thereof, or the rights, powers or remedies of
the holders of the bonds, but such lien, pledge, rights,
powers and remedies of the Trustee and of the holders of the
bonds shall continue unimpaired as before.
Incase of any receivership, insolvency, bankruptcy or
other similar proceedings affecting the Convention Center -
Garage, the Trustee shall be entitled to file and prove a
claim for the entire amount due and payable by the City
Under this Trust Indenture at the date of the institution of
such proceedings and for any additional amount which may
become due and payable by the City hereunder after such
date, without regard to or deduction for any amount which
may have been or which may thereafter be received, collected
or realized by the City from or out of the property, or any
part thereof, pledged under this Trust Indenture, or from or
out of the proceeds thereof or any part thereof. Any moneys
thus collected or received by the Trustee under this Section
shall be applied by it for the purposes and in the order
provided in Section 805(b) above.
SECTION 816. All rights of action (including the right
to, file proof of claim) under this Trust Indenture or under
any of the bonds or coupons, may be enforced by the Trustee
without the possession of any of the bonds or coupons or the
production thereof in any trial or other proceeding relating
thereto, and any such suit or proceedings instituted by the
Trustee shall be brought in its name as Trustee, without the
necessity of joining as plaintiffs or defendants any holders
of the bonds hereby secured, and any recovery of judgment
shall be for the equal benefit of the holders of the out-
standing bonds and coupons, subject to the provisions of
Section 801 of this Trust Indenture.
SECTION 817. No remedy herein conferred upon or
reserved to the Trustee or to the holders of the bonds is
intended to be exclusive of any other remedy or remedies
herein provided, and each and every such remedy shall be
cumulative and shall be in addition to every other remedy
given hereunder or now or hereafter existing at law or in
equity.
SECTION 818. No delay or omission of the Trustee or
of any holder of the bonds to exercise any right or power
accruing upon any default shall impair any such right or
power or shall be construed to be a waiver of any such
default or an acquiescence therein; and every power and
remedy given by this Trust Indenture to the Trustee and to
the holders of the bonds, respectively, may be exercised
from time to time and as often as may be deemed expedient.
The Trustee may, and upon written request of the
holders. of not less than ten percent (10%) in principal
amount of the bonds then outstanding shall, waive any de-
fault which in its opinion shall have been remedied before
the entry of final judgment or decree in any suit, action or
proceeding instituted by it under the provisions of this
Trust Indenture or before the completion of the enforcement
of any other remedy under this Trust Indenture, but no such '
waiver shall extend to or affect any other existing or any
subsequent default or defaults or impair any rights or
remedies consequent thereon.
SECTION 819. The Trustee shall mail to the City, the
Developer, the University, the principal underwriters and
all bondholders of record written notice of the occurrence
of any event of default set forth in Section 802 of this
Article within thirty (30) days after the Trustee shall have
notice (assuming that said event of default has not thereto-
fore been cured) that any such event of default shall have
occurred. The Trustee shall not, however, be subject to
any liability to any of the foregoing entities or persons by
reason of its failure to mail any such notice.
ARTICLE IX.
CONCERNING THE TRUSTEE.
SECTION 901. The Trustee accepts and agrees to
execute the trusts imposed upon it by this Trust Indenture,
but only upon the terms and conditions set forth in this
Article and subject to the provisions of this Trust Inden-
ture, to all of which the parties hereto and the respective.
holders of the bonds agree. The Trustee shall, prior to any
event of default as defined in Section 802 of this Trust
Indenture and and after the curing of all such events of
default which may have occurred, perform such duties and
only such duties of the Trustee as are specifically set
forth in this Trust Indenture and in the Development Agree-
ment and the University Agreement, if any. The Trustee
shall, during the existence of any such event of default
(which has not been cured) exercise such of the rights and
powers vested in it by this Trust Indenture and by the
Development Agreement and the University Agreement, if
any, use the same degree of care and skill in their exer-
rudent man would exercise or use under the
circumstances in the conduct of his own affiars.
cise,
as a p
p rovision of this Trust Indenture,
re
action,
misconduct,
No
Agreement or
lieVe the
'its,
the University Agreement shall be construed to
own negligentmto act, or its own willful
Trustee from to failure
liability for its own negligent
the Development
except that:
105.
r,.
(a) prior to any such event of default hereunder
or after the curing of any such event of default which
-may have occurred:
(1) the duties and obligations of the Trustee
shall be determined solely by the express provi-
sions of this Trust Indenture, the Development
Agreement and the University Agrmeeent, and the
Trustee shall not be liable except for the perform-
ance of such duties and obligations of the Trustee as
are specifically set forth in this Trust Indenture
the Development Agreement and the University Agree-
ment, and no implied covenants or obligations shall
be read into this Trust Indenture, the Development
Agreement or the University Agreement against the
Trustee, and
(2) in the absence of bad faith on its part, the
Trustee may conclusively rely, as to the accuracy
of the statements and the correctness of the opinions
expressed therein, upon any certificate or opinion
furnished to it conforming to the requirements of
this Trust Indenture, but in the case of any such
certificate or opinion which by any provisionhereof
is specifically required to be furnished to the
Trustee, the Trustee shall be under a duty to examine,
P the same to determine whether or not it conforms- to
the requirements of this Trust Indenture, the Develop,,
ment Agreement and the University Agremeent; and
(b) at all times, regardless o1 whether or not
any such event of default shall exist:
(1;) Trustee shall .not .;;.be.:liable for any error of
judgment made `in good faith.py'a responsible
officer,.or,officers of the;. Trusteeunless it
shall be proved that ;,the Trustee was negligent
In ascertaining., the pertinent facts and'
'(2) the Trustee shall not be liable with
respect to any action ;taken or omitted 'to be
taken ,by it 'in. good faith in accordance; with the
direction of the holders of not less than ten
percent.(10%) in aggregate principal amount- of
s the bondhereby secured, andthen .outstanding,
relating to the time, method andplace.of
conductingany,, proceeding for any'`remedy available.;:
106.
to the Trustee, or exercising any trust or power
Conferred Upon the Trustee under. this Trust
IndentUre and the Development Agreement or the
University Agreement.
None of the provisions contained in this Trust
Indenture, the Development Agreement or the University
Agreement shall require the Trustee to expend or risk its
own funds or otherwise incur individual financial liability
in the performance of any of its duties or in the exercise
of any of its rights or powers.
SECTION 902. The Trustee shall be under no obligation
to institute any suit or to take any remedial proceeding
under this Trust Indenture, the Development Agreement or the
iiany
Unversty Agreement, or to enter appearance or in any
way defend in any suit in which it may be made defendant, or
to take any steps in the execution of the trusts hereby
created or in the enforcement of any rights and powers
hereunder, until 't shall be indemnified to its satisfaction
against any and all costs and expenses, outlays and counsel
fees and other reasonable disbursements, and against all
liability; the Trustee may, nevertheless, begin suit, or
appearin and defend suit, or do anything else in its
judgment proper to be done by it as such Trustee, without
indemnity, and in such case the City shall reimburse the
Trustee from the revenues of the City
m derived froor in
connection with thConvention Center-Garagee for all costs
and expenses, ti otlaYs and counsel and other reasonable
disbursementsproperly incurred in therewith. If
the City shallf fail to make such reimbursement, the Trustee
may reimburse itself from any money in its possession under
the provisions of this Trust Indenture and shall be entitled
to a preference therefor over any of the bonds or coupons
outstanding hereunder.
SECTION 903. The Trustee snail except as provided'in'-
Section 711 hereof, be under no obligation to effect
or .maintain insurance or to renew any policies of insurance
-
or to inquire as to the sufficiency of any policies of
, ,
insurance carried by..0e City,or to report, or make or
file claims or Proof, cif:loSs' for, any loss or damage insured
against or which may, occur, or to keep itself informed or
advised as to the paYMentof ,any taxes or assessments, or to
require any such payment, to, be made, except as provided in
Section 912 hereof., :The Trustee, except as to the execution
of this Trust Indenture by the. Trustee, shall have no
107.
responsibility in 'respect of the validity, sufficiency, due
execution or acknowledgment of this Trust Indenture, or,
except as to the authentication thereof, in respect of the
validity of the bonds or of the coupons or the due execution
or issuance thereof. The Trustee shall be under no obligation
to see that any duties herein imposed upon the City, the
Accountant, the Architect, the Consulting Engineer, the
Paying Agents, any Depositary, or any party other than
itself, or any covenants herein contained on the part'of any
party other than itself to be performed, shall be done or
performed, and the Trustee shall be under no obligation for:,
failure to see that any such duties or covenants are so done
►or performed.
' Section 904. The Trustee shall not be liable.
or responsible because of the failure of the City or
of any of its employees or agents to make any collections or
deposits or to perform any act herein required of the City
or because of the loss of any money arising through the
insolvency or the act or default or omission of any other
Depositary in which such money shall have been deposited
under the provisions of this Trust Indenture. The Trustee
shall not be responsible for the application of any of the
proceeds of the bonds or any other money deposited with it
and paid out, withdrawn or transferred hereunder if such
application, payment, withdrawal or transfer shall be
made in accordance with the provisions of this Trust Indenture.
The immunities and e emptons from liability of the Trustee
hereunder shall extend to its directors, officers and
employees and agents
SECTION 905., Subject to the provisions; of any
contract between' the City and the Trustee relating to the
compensation of the Trustee, the. City shall pay to the
Trustee reasonable compensation for'all services performed
by it hereunder and-also.all its reasonable expenses,
charges and other disbursements and those of its attorneys,
agents and employee's incurred in and about the administration
and execution`of the trusts hereby created and the performance
of .its.powers and duties hereunder, and shall indemnify and
save the: Trustee harmless against any liabilities which it
may incur in the exercise and performance of its powers and
duties hereunder. If the City shall fail to make any
payment required by this Section, the Trustee may make such
payment from any money in its possession under the provisions`
of this Trust Agreement and shall be entitled to a preference
therefor over any f the bonds or coupons outstanding
hereunder. The City covenants that it, shall promptly
deposit to the credit of the respective fund or account the.
amount withdrawn therefrom by the Trustee to make any such
payment:
SECTION 906. It shall be the duty of the Trustee, on
or before the 15th day of each month, to file with the City,
the Developer and the University a statement setting forth
in respect of the preceding calendar month:
(a) the amount withdrawn or transferred by it and
the amount deposited with it on account of each fund
of account held by it under the provisions of this
Trust Indenture,
(b) the amount on deposit with it at the end of
such month to the credit of each such fund or account,
(c) a :briefdescription of all obligations held
by it as an investment of moneys in each such fund or
account,
(d) the amount applied to the purchase or redemption
of bonds under the provisions of Section 506 of this
Trust. Indenture and a description of the bonds or
portions of bonds so purchased or redeemed, and
(e) any other information which the City, the
Developer or the University may reasonably request.
All records and files pertaining to the bonds and the
Convention Center -Garage in the custody of the Trustee shall
be open at all reasonable times to the inspection of the
City, the Developer or the University, the principal under-
writers and their agents and representatives.
SECTION 907. In case at any time it shall be necessary
or desirable for the Trustee to make any investigation
respecting any fact preparatory to taking or not taking any
action or doing or not doing anything as such Trustee, and
in any: casein which this Trust Indenture provides for
permitting or taking any action, the Trustee may rely upon
any certificate required or permitted to be filed with it
under the provisions of this Trust Indenture, and any such
certificate shall be evidence of such fact to protect the
Trustee in any action that it may or may not take or in
respect of anything it may or may not do, in good faith, by
reason of the supposed existence of such fact. Except as
otherwise provided in this Trust Indenture, any request,
notice, certificate or other instrument from the City to the
Trustee shall be deemed to have been signed by the proper
party or parties if signed by the Director of Finance or by
any other official or employee of the City who shall be duly
designated by the City for such purpose, and the Trustee may
accept and rely upon a certificate of the City so' signed as
to any action taken by the City.
SECTION 908. Except upon the happening of any event
of default specified in clauses (a) and (b) of Section 802
of this Trust Indenture, the Trustee shall not be obliged to
take notice or be deemed to have notice of any event of
default under this Trust Indenture, the Development Agreement
or the University Agreement, unless specifically notified in
writng of such event of default by the holders of not less
than five percent (5%) in aggregate principal amount of the •
bonds hereby secured and then outstanding.
■
SECIIOL' 909. The Trustee and its directors, officers,
employees or.agents may in good faith buy, sell, own, hold
and. deal in any of the bonds or coupons issued under and
secured by'this.Trust Indenture, and may join in any action
which any bondholder may. :be entitled to take with like
effect as.it.such`bank or `trust company were not the Trustee
under this Trust Indenture.
SECTION 91.0. The recitals,` statements and representa
tions contained herein and in the bonds .(excluding ;the
Trustee's certificate of authentication'on the bonds), shall`;
be "taken `and cons�trued as' made by 'and on ,.the„=part ,..of the
City_ and not;by the Trustee, and the .'trustee assumes and .,
shall -be under no responsibility for the correctnes's of`"the
same:
SECTION 811. The Trustee shall be protected and
shall' incur no liability in acting -or- proceeding, or in not'
acting or not proceeding,'' in good'faith, reasonably and in
accordance with :the terms of. this Trust Indenture, upon any
resolution, order, notice,,request, consent, waiver, certificate,
statement, affidavit, requisition, bond or other paper or
document which it shall in good faith reasonably believe to
be genuine and tohave been adopted or signed by the proper
board or person or to have been prepared and furnished
pursuant to any of the provisions of the Trust Indenture or
upon. the written opinion of any attorney,` engineer or
accountant believed by the Trustee to be qualified in
relation to the subject matter, and the Trustee shall be
under no duty to make' any; investigation or inquiry as to an:
statements contained or matters referred to in any such.
instrument. The Trustee shall not be under any obligation
to see to the recording or filing of this Trust Indenture or
otherwise to the giving to any person of notice of the
provisions hereof.
SECTION 912. In case the City, the Developer or the
University shall fail to pay or cause to be paid any tax,
assessment or governmental or other charge upon any part of
the Convention Center -Garage to the extent, if any, that the
City, the Developer or the University may be deemed by the
Trustee liable for same, the Trustee shall pay such tax,
assessment or governmental charge, without prejudice,
however, to any rights of the Trustee or the bondholders
hereunder arising in consequence of such failure; and any
amount at any time so paid under this Section shall be
repaid by the City upon demand by the Trustee from revenues
derived from or in connection with the Convention Center -
Garage, by the Developer or by the University, as the case
may be, and shall become so much additional indebtedness
secured by this Trust Indenture and the same shall be given
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 Indenture
unless it shall have available or be provided with adequate
funds for the purpose of such payment.
SECTION 913. The Trustee may resign and thereby
become discharged from the trusts hereby created, by notice
in writing given to the City, the Developer, the University
and the principal underwriters, and published once in a
daily newspaper of general circulation published in The City
of Miami, Florida, and in a newspaper of general circulation
or a financial journal published in the Borough of Manhattan,
City and State of New York, not less than sixty (60) days
before such resignation is to take effect, but such resignation
shall take effect immediately upon the appointment of a new
Trustee hereunder, if such new Trustee shall be appointed
before the time limited by such notice and shall then accept
the trusts thereof.
SECTION 914. The Trustee may be removed at any time
by an instrument or concurrent instruments in writing,
executed by the holders of not less than fifty-one percent
(51%) in aggregate principal amount of the bonds hereby
secured and then outstanding (exclusive of any bonds held by
or for the account of the City, the Developer, the University)
and filed with City and the Trustee, and notice in writing
given by such holders to the City, the Developer, the
University and the principal underwriters and published
once in a newspaper of general circulation in The City of
Miami, Florida, and in a newspaper of general circulation or,
a financial journal published in the Borough of Manhattan,
City and State of New York not less than sixty (60) days
before such removal is to take effect as stated in said
instrument or instruments.
The Trustee may also be removed at any time for any
breach of trust or for acting or proceeding in violation of,
or for failing to act or proceed in accordance with, any
provisions of this Trust Indenture with respect to the
duties and obligations of the Trustee by any court of
competent jurisdiction upon the application of the City or
the holders of not less than ten percent (10%) in aggregate.
principal amount of the bonds hereby secured and then
outstanding.
SECTION 915. If at any time hereafter the Trustee
shall resign, be removed, be dissolved or otherwise become
incapable or acting, or the bank or trust cmpany acting as
Trustee shall be taken over by any governmental official,
agency, department or board, the position of Trustee shall
thereupon become vacant. If the position of Trustee shall
become vacant for any of the foregoing reasons or for any
other reason, the City shall appoint a Trustee to fill such
vacancy. The City shall publish notice of any such appointment
by it made once in each week for four (4) successive weeks
in a newspaper of general circulation published in The City
of Miami, Florida, and in a newspaper of general circulation
or a financial journal published in the Borough of Manhattan,
City and State of. New York, and, before the second publication
of such notice, shall:. mail a copy thereof to the principal
underwriters, the Developer, the University and to all
bondholders of record.
At any time within one year after any such vacancy
shallhave occurred, the holders of ten percent (10%) in
principal amount of the bonds hereby secured and then
outstanding, by an instrument or concurrent instruments in
writing, executed by such bondholders and filed with the
City, may appoint a successor Trustee, which shall supersede
any Trustee theretofore appointed by the City. Photographic
copies, duly certified by the Clerk or Deputy Clerk of the
City, of each such instrument shall be delivered promptly by
the City to the predecessor Trustee and to the Trustee so
appointed by the bondholders.
etc
If no appointment of a successor Trustee shall De
made pursuant to the foregoing provisions of this Section,
the holder of any bond outstanding hereunder or any retiring
Trustee may apply to any court of competent jurisdction
to appoint a successor Trustee. Such court may thereupon,
after such notice, if any, as such court may deem proper and
prescribe, appoint a successor Trustee.
Any successor Trustee hereafter appointed shall be a
bank or trust company within or outside the State which is
duly authorized to exercise corporate trust powers and
subject to examination by Federal or state authority, of
good standing and having a combined capital, surplus and
undivided profits aggregating not less than Ten Million
Dollars (10,000,000).
SECTION 916. Every successor Trustee appointed hereunder
shall execute, acknowledge and deliver to its predecessor,
and also to the City, an instrurnent in writing accepting
such appointment hereunder, and thereupon such successor
Trustee, without any further act shall become fully vested
with all the rights, immunities, powers and trusts, and subject
to all the duties and obligations, of its predecessor; but such
predecessor shall, nevertheless, on the written request of
its successor or of the City, and upon payment of the
expenses, charge and other disbursements of such predecessor
which are payable pursuant to the provisions of Section 905
of this Article, execute and deliver an instrurnent transferring
to such successor Trustee all the rights, immunities, powers
and trusts of such predecessor hereunder; and every predecessor
Trustee shall deliver all property and moneys held by it
hereunder to its successor. Should any instrument in
writing from the City be required by any successor Trustee
for more fully and certainly vesting in such Trustee the
rights, immunities, powers and trusts hereby vested or
intended to be vested in the predecessor Trustee, any such
instrument in writing shall and will, on request, be executed,
acknowleded and delivered by the City.
ARTICLE X.
EXECUTION OF INSTRUMENTS BY BONDHOLDERS, PROOF OF
OWNERSHIP OF BONDS AND DETERMINATION OF
BONDHOLDER CONCURRENCE.
Section 10U1. Any request, direction, consent or
other instrument in writing required or permitted by this
Trust Indenture to be signed or executed by bondholders may
be in any number of concurrent;' instrumentsof similar tenor
and may; be signed or executed. by such bondholders or their
attorneys or legal representatives. Proof of the execution
of any such instrument and of the ownership of bonds shall
be sufficient for any purpose of .this Trust Indenture and
shall be conclusive in favor of the Trustee with regard to
any action taken by it undersuch instrument if made in the
following manner.
(a) the fact and date of the execution by any
person of any such instrument may be proved by the
.verification of any officer in any jurisdiction who,
by, the -laws thereof, has power to take affidavits
within such jurisdiction, to the effect that such
instrument was subscribed and sworn to before him, or
by an affidavit of a witness to such execution.
Where such execution is by an officer of a corporation
or association or a member of a partnership on behalf
of such corporation, association or partnership,
such verification of affidavit shall also constitute
sufficient proof of his authority; and
(b) the fact of the holding of coupon bonds
hereunder by any bondholder and the amount and the
numbers of such bonds and the date of his holding the
same may be proved>by the affidavit of the person
claiming to, besuch holder, if such affidavit shall
be deeraedby:the Trustee to be satisfactory, or by a
certificate executed by any trust company, bank,
banker or any other depositary, wherever situated, if
such certificate. shall be deemed by the Trustee to be
satisfactory,showing that at the date therein
mentioned each person had no deposit with or exhibited
to such : trust. °company, bank,_ banker or other depositary
the bonds,<<described in<such certificate. The Trustee
may conclusively assurhe'that such ownership continues
until, written; notice,to:the contrary is served
.upon it. The ownership of registered bonds without
coupons shall be proved by. the registration books
kept' sunder the' provisions of Section 206 of this
Trust'<Indenture.
Nothing contained: in this Article shall be construed,
as limiting th`e Trustee to such proof, it being intended:
that the Trustee..may;accept oi. require .any;other.evidence O
the matters herein stated which i,t may. deem suffic"ent.' An
request ..or :consent of the holder of .any fond shall' bind
every future holder of the same bond in respect of anything
done. by the Trustee pursuant to ,such request or consent.
Notwithstanding any of the foregoing provisionsof
this Section the Trustee shall not be. required to recognize
any person as a holder of any bond or coupon or _to: take any.
action•at'.his-request unless such bond Or coupon shall be
-
deposited with it.
. .
ARTICLE..
SUPPLEMENTAL •TRUST INDENTURES.
Section 1101. The City and the Trustee may, from
time to time and at any time, enter into such trust indentures
supplemental thereto as shall not be inconsistent with the
terms and, provisions of the Trust Indenture and, in the
opinion of the City and the Trustee, shall not be detrimental
to the interests of the bondholders (which supplemental
trust indenture shall thereafter form a part hereof):
(a) to cure any ambiguity or formal defect
or omission in this Trust Indenture or in any supple-
mental trust indentures, or
• (b) to grant to or confer upon the bondholders
or the Trustee for the benefit of the bondholders any
additional rights, remedies, powers, authority or
security that may lawfully be granted to or conferred
upon the bondholders or the Trustee, or
(c) to include as pledged property under, and,
subject to the •provi.si.ons of, this Trust Indenture
any additional property.
At least thirty (30) days pri.or to the execution of any
supp.Lemental trust indenture for any of the purposes of this
Section, the Trustee shall cause a notice of the proposed
execution of such supplemental trust indenture to be mailed
first-class postage prepaid, to the Developer, the University,
the principal underwriters and all bondholders of record.
Such notice shall briefly set forth the nature of the
proposed supplemental trust indenture and shall state that
copies thereof are on file at the trust office of the
Trustee for inspection by all bondholders and all others so
notified. A failure on the part of the Trustee to mail the
notice required by this Section shall not affect the validity
of such supplemental trust indenture.
SECTION 1102. Subject to the terms and provisions con-
tained in this Section, and not otherwise, the holders of
not less than fifty-one percent (51%) in aggregate principal
amount of the bonds hereby secured and then outstanding (as
defined in Section 101 hereof) shall have the right, from
time to time, anything contained in this Trust Indenture to
the contrary notwithstanding, to consent to and approve the
execution by the City and the Trustee of such trust inden-
ture or trust indentures supplemental hereto as shall be
deemed necessary or desirable 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
issuedhereunder, or (b) reduction in the principal amount of
any bond or the redemption premium or the rate of interest
thereon, or (c) the creation of a lien upon the Convention
Center -Garage or a pledge of the revenues of the Convention
Center -Garage or other funds of the City other than the lien
and pledge created by this Trust Indenture, or (d) a prefer-
ence or priority of any bond or bonds over any other bond or
bonds, or (e) a reduction in the aggregate principal amount
of the bonds required for consent to such supplemental trust
indenture, or (f) a change in the Development Agreement
modifying the obligations of the Developer thereunder or
(g) a change in the University Agreement modifying the
obligations of the University thereunder . Nothing herein
contained, however, shall be construed as making necessary
the approval by bondholders of the execution of any supple-
mental trust indenture as authorized in Section 1101 of this
Article.
If at any time the City shall request the Trustee to
enter into any supplemental trust indenture for any purposes
of this Section, the Trustee shall cause notice of the
proposed execution of such supplemental trust indenture to
be published a total of four times in a newspaper of general
circulation published in The City of Miami, Florida, and in
a newspaper of general circulation or a financial journal
published in the Borough of Manhattan, City and State of New
York, and, on or before the date of the first publication of
such notice, the Trustee shall also cause a similar notice
to be mailed first-class postage prepaid, to the Developer,
116.
the University, the principal underwriters and all bond-
holders of record. Such notice shall briefly set forth the
nature of the proposed supplemental trust indenture and
shall state that copies thereof are on file at the corporate
trust office of the Trustee for inspection by all bond-
holders and all others so notified. The Trustee shall not,
however, be subject to any liability to any bondholder or
such others so notified by reason of its failure to mail the
notice required by this Section, and any such failure shall
not affect the validity of such supplemental trust indenture
when consented to and approved as provided in this Section.
Whenever, at any time within one year after the
date of the first publication of such notice, the City shall
deliver to the Trustee an instrument or instruments in
writing purporting to be executed by the holders of not less
than fifth -one percent (51%) in aggregate principal amount
of'the bonds hereby secured and then outstanding, which
instrument or instruments shall refer to the proposed
supplemental trust indenture described in such notice
and shall specifically consent to and approve the execution
thereof in substantially the form of the copy thereof
referred to in such notice, thereupon, but not otherwise,
the Trustee may execute such supplemental trust indenture in
substantially such form, without liability or responsibility
to any holder of any bond, whether or not such holder shall
have consented thereto.
If the holders of not less than fifty-one percent
(51%);in aggregate principal amount of the bonds hereby
secured and outstanding at the time of the execution of such
supplemental trust indenture shall have consented to and
approved the execution thereof as herein provided, no holder
of any bond shall have any right to.object to the execution
of such supplemental trust indenture, or to object to any of
the terms and provisions contained therein or the operation
thereof, or in any manner to question the propriety of the
execution thereof, orto; enjoin or restrain the Trustee
or the City from executing the same or from taking any
action pursuant to the provisions thereof.
Upon the execution of any supplmental trust indenture
pursuant to the provisions of this Section, this Trust
Indenture shall be and be deemed to be modified and amended
in accordance therewith and the respective rights, duties
and obligations under this Trust Indenture of the City, the
Trustee. and all holders of bonds then outstanding shall
thereafter be determined, exercisedand enforced hereunder
subject in all respects to such modifications and amendments.
SECTION 1103. The Trustee is authorized to join with
the City in the execution of any such supplemental trust
indenture and to make the further agreements and stipulations
which may be contained therein. Any supplemental trust
indenture executed in accordance with the provisions of this
Article shall thereafter form a part of this Trust Indenture,
and all of the terms and conditions contained in any such
supplemental trust indenture as to any provision authorized
to be contained therein shall be and shall be deemed to be
part of the terms and conditions of this Trust Indenture for
any and all purposes. In case of the execution and delivery
of any supplemental trust indenture, express reference may
be made thereto in the text of any bonds issued thereafter,
if deemed necessary or desirable by the Trustee.
SECTION 1104. In each and every case provided for in
this Article, the Trustee shall be entitled to exercise its
discretion in determining whether or not any proposed
supplemental trust indenture, or any term or provision
therein contained, is desirable, having in view the purposes
of such instrument, the needs of the City, the rights and
interests of the bondholders, the rights of the Developer
under the Development Agreement, the rights of the University
under the University Agreement and the rights, obligations
and interests of the Trustee, and the Trustee shall not be
under any responsibility or liability to the City or to any
bondholder or to anyone whomsoever for its refusal in good
faith to enter into any such supplemental trust indenture if
such trust indenture is deemed by it to be contrary to the
provisions of this Article. The Trustee shall be entitled
to receive, and shall be fully protected in relying upon,
the opinion of any counsel approved by it, who may be
counsel for the City, as conclusive evidence that any such
proposed supplemental trust indenture does or does not
comply with the provisions of this Trust Indenture, and that
it is or is not proper for it, under the provisions of this
Article, to join in the execution of such supplemental trust
indenture.
ARTICLE XII.
DEFEASANCE.
SECTION 1201.
If, when the bonds secured:hereb;y
shall have, become due and payable in accordance with their
118.
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terms or otherwise as provided in this Trust Indenture or
shall have been duly called for redemption or irrevocable
instructions to call the bonds for redemption shall have
been given by the City to the Trustee, the whole amount of
the principal and the interest and the redemption premium,
if any, so due and payable upon all of the bonds and coupons
then outstanding shall be paid or sufficient moneys or
Government Obligations (or both), the principal of and the
interest on which, when due and payble, will provide sufficient
moneys, shall be held by the Trustee for such purpose under
the provisions of this Trust Indenture, and sufficient funds
shall also have been provided for paying all other obligations
payable hereunder by the City, then and in that case the
right, title and interest of the Trustee shall thereupon
cease, determine and become void and, on demand of the City,
the Trustee shall release this Trust Indenture and shall
execute such documents to evidence such release as may be
reasonably required by'the City, and shall turn over to the
City all the remaining property held by the Trustee under
this Trust Indenture any surplus in any account in the
Sinking Fund and all balances remaining in the Renewal and
Replacement Fund and other Funds established under this
Trust Indenture, other than money held for the redemption or
payment of bonds or coupons. Otherwise, this Trust Indenture
shall be, continue and remain in full force and effect;
provided, however, that, in the event Government Obligations
shall be deposited with and held by the Trustee as hereinabove
provided, (i) in addition to the requirements set forth in
Article III of this Trust Agreement, the Trustee shall,
within thirty (30) days after such Government Obligations
shall have been deposited with it, cause a notice signed by
the Trustee to be published once in a newspaper of general
circulation published in The City of Miami, Florida, and in
a newspaper of general circulation or a financial journal
published in in the Borough of Manhattan, City and State of
New York, setting forth (a) the date designated for the
redemption of the bonds, (b) a description of the Government
Obligations so held by it, and (c) that this Trust Indenture
has been released in accordance with the provisions of this
Section, and (ii) applicable provisions of this Trust
Indenture, particularly Articles II, ,III and IX, pertaining
to the payment of the principal, interest and redemption
premium, if any, of and on the bonds issued under this Trust
Indenture and other obligations payable hereunder by the
City, shall be continued in force until such pond and other
obligations have been fully paid.
All Money and Government °libations held by the
rvustee',..(or any. Payment Agent) pursuant to this Section
shall be held in trust and applied to the payment, when d
of the obligatiohs payable therewith.
ARTICLE XIII.
MISCELLANEOUS PROVISIONS.
SECTION 1301. In the event the City for any reason
shall be dissolved or its legal existence shall otherwise
be terminated, all of the covenants, stipulations, obligations
and agreements contained in this Trust Indenture by or in
behalf of or for the benefit of the City shall bind or
inure, to the benefit of the successor or successors of
the City from time to time and any officer, board, 'commission,'.
authority, agency or instrumentality to whom or to which any
power or duty affecting such covenants, stipulations,
obligations and agreements shall be transferred by or in
accordance with law, and the word "City" as used in this
Trust Indenture shall include such successor or successors.
SECTION 1302. Any bank or trust Company with o,r
which any Paying Agent or Depositary may be mergedor•
consolidated, or;to' which the assets and business of such
Paying Agent or Depositary may be sold, shall be deemed the
successor of suchPaying Agent or Depositary for the purposes
of this Trust Indenture. If the position of..any Paying
Agent or Depositary shall become vacant for any reason, the
City shall, within .thirty (30) days, thereafter, appoint a
bank or trust.Company located in the same, city as such.
Paying Agent or Depositary to fill such vacancy; provided,;
however, that :ifthe City shall fail 'to appoint such Paying
Agent or. Depositary within such period, the Trustee shall';
make such appointment.
"SECTIO.N, 13U3: Any notice, demand, ;; direction, request
or.otherinstrumentauthorized or' required by this Trust
Indenture.to'be given -to or'f.iled with: the City, the Developer,
the.:University, the"Depositary or the Trustee shall be deemed
to have been .sufficiently given or filed for all purposes 'of
this Trust Indenture if made, given, furnished or tiled in
writing to or with the Trustee as follows, and if and when
sent by 'United States registered imail, first-class postage
prepaid, return` receipt requested, to others addressed as
follows (unless changed as hereinafter provided):
if addressed to the City Manager,
, Miami, Florida;
(b) to the.Trustee, if addressed to
to theDepositary, if adddresse
to. the Developer, if addressed to the
Managing General Partner,
o:the University, if addressed to
President,
Upon written notice to the respective parties mentioned.
above any of the above or subsequent addresses may be
changed.
.All documents received by the Trustee under the
provisions of this Trust Indenture 'or, photographic copies`.
thereof, shall be retained in its' possession until this
Trust ;Indenture shall be released' under,. the provisions of::
Section 1201 of this Trust Indenture,. subject'at all reason
able times to the inspection of>:the city, the Developer, the
University the principal underwriters, any.bondholder and
the 'agents and respresentativesthereof.
SECTION 1304. If, because of the temporary or
Permanent suspension of:; publication of any newspaper or
financial journal or fort any:.other reason, the Trustee shall
be unable to publish in;a newspaper or financial journal any
notice required to be -published by the provisions of this
Trust Indenture', the Trustee shall give such notice in such
other manner as` in the";judgment of the Trustee shall most
effectively, approximate'"such publication thereof, and the
giving ofsuch noticein.such manner shall for all purposes
of .this.Trust Indenture "be deemed to be in compliance with
the requirement'"for the publication thereof.
SECTION'1305. Except as herein otherwise expressly
provided,,nothing in this. Trust Indenture, expressed or
implied, is intended. or shall be construed to confer upon
any person, firm.or"corporation, other than the parties
hereto and `the' holders of the bonds issued under and
secured by this.Trust Indenture, any right, remedy or claim,
legal or equitable, under or by reason of this Trust`Indenture
or any provision hereof, this Trust Indenture and all its.
provisions. being intended to be `and being for the sole'and
exclusive benefit -of the partieshereto and the holders
from time to time of the bonds issued hereunder.
•
SECTION 1306. In case any one or more of the provisions
o.f this Trust Indenture or of the bonds or coupons issued
hereunder shall for any reason be held to be illegal or
invalid such illegality or invalidity shall not affect any •
other provision of this Trust Indenture or of said bonds or
coupons, but this Trust Indenture and said bonds and coupons
shall be construed and enforced as if such illegal or
invalid provisions had not been contained therein. In case
any covenant, stipulation, obligation or agreement contained
in the bonds or in this Trust Indenture shall for any reason
be held to be in violation of law, then such covenant,
stipulation, obligation or agreement shall be deemed to
be the covenant, stipulation, obligation or agreement of
the City to the full extent permitted by law.
SECTION 1307. A11 covenants, stipulations, obligations
and agreements of the City contained in this Trust Indenture
shall be deemed to be covenants, stipulations, obligations
and agreements of the City to the full extent permitted by
the Constitution and laws of the State. No covenant, stipu-
lation, obligation or agreement contained herein shall be
deemed to be a covenant, stipulation, obligation or agree-
ment of any present or future Commissioner or other officer,
agent or employee of the City in his individual capacity,
and no officer of the City executing the bonds'shall be
liable personally on the bonds or be subject to any personal
liability or accountability by reason of the issurance
thereof. No Commissioner of the City and no other officer,
agent or employee of the City shall incur any personal
liability in acting or proceeding or in not acting or not
proceeding in good faith reasonably and in accordance with
the terms of this Trust Indenture. This Trust Indenture is
executed with the intent that the laws of the State shall
govern its construction.
SECTION 1308. All obligations, liabilities and
expenses incurred by the City in carrying out this Trust
Indenture shall be payable solely from funds provided under
the authority of this Trust Indenture and no liability or
obligation shall be incurred by the City beyond the extent
to which money shall have been provided under this Trust
Indenture.
SECTION 1309. The Trustee, the Depositary and any
bank or trust company acting as Paying Agent under this
Trust Indenture and their directors, officers, employees or.
agents, ,and any Commissioner of the City, other officer,
•
•
•
employee or agent of the City, may in good faith buy, sell
own hold and deal in any of the bonds or coupons issued under
the provisions of this Trust Indenture and may join in any
action which any bondholder may be entitled to take with
like effect as if such Trustee were not a trustee and such
bank or trust company were not a Paying Agent under this
Trust Indenture or as if such Commissioner, other officer,
employee or agent of the City did not serve in such capacity.
The provisions of Sections 901 to 912, inclusive,
of this Trust Indenture appertaining to the Trustee shall,
to the extent feasible and reasonably appropriate, be deemed
to appertain and be equally applicable to the Depositary
in the performance of its functions, trusts and duties
under this Trust Indenture.
SECTION 1310. The principal underwriters shall be
under no obligation to bondholders for any action that they
may or may not take or in respect of anything that they
may or may not do by reason of any information contained
in any, reports or other documents received by them under the
provisions of this Trust Indenture. The immunities and
exemption from liability of the principal underwriters
hereunder shall extend to their partners, directors, officers,
successors, employees and agents.
SECTION 1311. Any amendment of the Development
Agreement and the UniversityAgreement may be approved by
the Trustee provided such amendment is in onformity with
Section 721 of this Trust Indenture, tne first paragraph of
Section 1102 of this Trust Indenture and the provisions of
Section of the Development Agreement or Section
of the University Agreement and provided further that the
Trustee shall determine that the rights of the oondnolders
shall not be prejudiced or impairedby such amendment.
SECTION 1312. This Trust Indenture may be executed ,
in multiple counterparts, each ,of which shall be regarded
for all purposes as an original, and such counterparts shall
constitute but one and 3 the same instrument.
SECTION 1313. Any heading preceding the text of tne
several articles hereof and any table Of Contents or—Marginal-
nc:otes appended to copies hereof shall be solely' for convenience
ofreference and shall not constitute a ,Part of -
Indenture and shall not affect the meaning,:constittItonr
effect of this Trust Indenture.
123.
SECTION 314. Provisions in this Trust Indenture for,;
filing with, or submission or delivery to, the
of any certificate, statement, notice or other
document shall be applicable only so long as such Bank
Depositary and serves as a Depositary under this Trust:
Indenture.
IN WITNESS WHEREOF,. The City of Miami has caused this
Trust Indenture to be signed and delivered, in its official
name by its Mayor and its official seal to be hereunto
affixed and to be attested by its City Clerk, and in evidence.
of its acceptance of this trust,
as Trustee, has caused this Trust Indenture to be signed in
its corporate name by its President or a Vice President and
its corporate seal to be impressed hereon and attested by
its Cashier or its Assistant Cashier, all as of the 1st day
of January, 1980.
•
ACKNOWLEDGEMENT'S
STATE OFr
s s. .
COUNTY OF:
I.hereby certify .that on this day before me an officer
duly authorized in the state aforesaid and in the
aforesaid
and
in and who
county
to take acknowledgments,,personally appeared
tomeknown and known to be the persons described
executed the foregoing instrument .asMayor and
City Clerk, respectively, of The City of. Miami,; and severally'
acknowledged before me that they executed the same as such
officers in the name and on behalf of The City of Miami.
Witness my hand and official ".seal; in the county ana
state last aforesaid this day of: A.D..19
(Signature and title .of officer)
my commission expires
Seal)
ACKNOWLC'DGFML;NTS
STATEOF
SS•
"
COUNTY OF
I hereby certify that on this day before me an officer
duly authorized in the state
aforesaid and in the county
aforesaid to take acknowledgments, personally appeare
and
to me known and known to be the persons described
in and who executed the
respectively
acknowledged before me that they executed the same
officers in the name and on behalf of said corporation.
state
Witness -m
last aforesaid
(Signature and
foregoing instrument asand
of the Corporation, and severally
as sucn
hand and official seal in the county an
thisday of A.D. ly
title of
yly commission expires
officer )
Seal'
MIAMI REVIEW
AND DAILY RECORD
Published Daily except Saturday. Sunday ar
Legal Holidays
Miami, Dade County, Florida
STATE OF FLORIDA
COUNTY OF DADE •
Before the undersigned authority personally ap-
peared Becky Caskey, who on oath says that she is the
Assistant Director of Legal Advertising of the Miami
Review and Daily Record, a daily (except Saturday,
Sunday and Legal Holidays) newspaper, published at
Miami in Dade County, Florida, that the attached copy
of advertisement, being a Legal .Advertisement or
Notice in the matter nl
CITY OF MIAMI
Re: Ordinance No 8979
in the X. .X .X .X. . . Court,
was puhlished in said newspaper in the is':!es of
Sept..20, 1979.
•
Alf iant further says that the said Miami Review
and Daily Record is a newspaper published at Miami, in
said Dade County, Florida, and that the said newspaper
has heretofore been continuously published in said
Dade County, Florida, each day (except Saturday, Sun-
day and Legal Holidays) and has been entered as
second class mail matter at the post office in Miami. in
said Dade County, Florida, for a period of one year next
preceding the first publication of the attached copy of
advertisement; and afliant further says that she has
neither paid nor promised any person, firm or corpora•
tion anv discount, rebate, commission or refund for the
purpose o ecuring this advertisement for publication
in the s ewspaper
Nota
(SEAL
My Commission expir
MR67
e this
79
t Large
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CITY OF MIAMI, CADE COUNTY, OLORIDA
LEGAL NOTICE
All Interested will take notice that on the 13th day of September,
1979, the City Commission of Miami, Floridkpasaed and adopted the fol-
lowing titled ordinance:
ORDINANCE NO. M79
AN ORDINANCE AUTHORIZING THE COMPLETION OF
CONSTRUCTION OF A CONVENTION CENTER AND THE
CONSTRUCTION OF A PARKING GARAGE AND A CON-
NECTING WALKWAY, INCLUDING MACHINERY, EQUIP-
MENT; liXTIJREL 7RNITURE, IMPROVED AND
UNIMPROVED LAND, LANDSCAPING AND OTHER
FACILITIES APPURTENANT OR INCIDENTAL THERETO;
AUTHORIZING THE ISSUANCE, SUBJECT TO VALIDA-
TION, OF CONVENTION CENTER AND PARKING GARAGE
REVENUE BONDS OF THE CITY OF MIAMI TO PAY, WITH
OTHER AVAILABLE FUNDS, THE COST OF SUCH
CONSTRUCTION AND FACILITIES; DESCRIBING THE
TERMS, SECURITY AND OTHER PROVISIONS OF SUCH
BONDS; APPROVING A TRUST INDENTURE SECURING
SAID BONDS; AUTHORIZING THE FILING OF
PROCEEDINGS FOR THE VALIDATION OF SAID BONDS;
PROVIDING SEVERABILITY; DECLARING THE OR-
DINANCE AN EMERGENCY MEASURE; AND DISPENS-
ING WITH THE READING OF THE ORDINANCE ON TWO
SEPARATE DAYS.
RALPH G. ONGIE
CITY CLERK
CITY OF MIAMI, FLORIDA
Publication of this Notice on the 20 day of September 1979.
9/20 M79 092044