HomeMy WebLinkAboutR-79-0525RESOLUTION NO. 7 9 5.2 5
A RESOLUTION AUTHORIZING THE ISSUANCE OF NOT TO
EXCEED $55,000,000 CITY OF MIAMI PUBLIC IMPROVE-
MENT REVENUE BONDS, SERIES 1979A AND SERIES 1979B
(WATSON ISLAND PROJECT), TO PAY THE COST. .OF
ACQUIRING; CONSTRUCTING, EQUIPPING, OWNING, OPERATING AND
MAINTAINING A THEME AND AMUSEMENT PARK; AUTHORIZING
THE. EXECUTION OF AN INDENTURE OF TRUST TO SECURE
SAID BONDS; PROVIDING FOR THE VALIDATION OF .SAID
BONDS; AND PROVIDING AN EFFECTIVE DATE.
WHEREAS,
(Section 159.0
Bond
Act
pursuant to authority granted by Chapter 159, Part.'I
1, et seq.), Florida Statutes, cited as the Revenue
f 1953, , the City of Miami, ;.Florida (the
City''),
authorized to acquire, construct, equip, own, operate and maintain
a theme and amusement park; and
WHEREAS,
on MacArthur
the City presently owns a parcel, of 'land located
Causeway within the City, commonly known as Watson
Island,; deeded
for public and
WHEREAS,
to it by the State of Florida for use by the City
municipal purposes;, and
the City has taken measures to accomplish the -develop -
ment of the:; City -owned
Watson Island by City Commission action
the following resolutions
1975; Resolution `No..77-204,
77-550,
1977;
dated June
esolution-N
79-410, dated June
4, 1979; and
WHEREAS, the City has
by professionals
ties, which
under
Resolution No. 75-1093, dated December
dated February 24, 1977; Resolution -No.
21, 1977; Resolution
77-671, dated
June 28,
1,
8-302, dated -April27, 1978; and Resolution No.
"DOCUMENT ,itE�,
caused feasibility
in the fields of economics
tt.
and recreational facili
studies indicate a theme and amusement park located on
Watson Island
under the term
under professional management would be
s` of the Revenue Bond Act of 1953; and
self-liquidating
WHEREAS, the City has determined' and agreed to issue its revenue
bonds (collectively
$55,000,000
the
onds")
the principal aggregate amount of
to finance a portion ofthe acquisition and construction of the
on the City -owned
by a first
$20,000,000
Watson Island of which $35,000,000principal amount shall
and prior lien on the Pledged Revenues
principal amount shall be secured by a
Project
be secured
of the Project and
subordinate and
CITY COMMISSION
MEETING OF
JUL2 3 1979
�soumoh, 9 - 5.2
junior lien on the Pledged Revenues of the Project and an additional
pledge of Non -Ad Valorem Revenues and Taxes and a first and prior lien
on Guaranteed Entitlement Revenues of the Cityall as defined and
detailed in the Indenttire, sufficient to pay debt service on such
$20,000,000 principal amount of Bonds when due; and
- ,•
determines
• ' iiii-
WHE-EAS, the available- -
other
1,._,he 'BOnde of_
amount of the
the funding
eserve
F
cipaProject,
the total :cost, of' the_
d, the
funding of
capitalized interest and the payrnent of ali eligible costs
under the Revenue Bond Act of 1953 incurred by the City in issuing
tt
'the Trustee and otherwise adminis-
the Bonds,fees of
provi •
n that Indenture
paying
11 -s bonds are to
• tering the'rePaYmenTrustee
• Bonds all
and Trust
_ • • -
and,
pursuant -to
be issued (the "Indenture");
WHEREAS, it is the intention of the City that the Indenture should
serve the purposes therein recited and should also serve as the docu-
ment for issuing and securing the Bonds, as defined in tile Indenture,
upon its execution by the City and the Trustee;
NOWI THEREFORE BE IT RESOLVED BY THE COMMISSION OF THE CITY OF
MIAMI, FLORIDA:
Section 1. The City hereby determines to issue its $35,000,000
City of Miami Public Improvement Senior Revenue Bonds, Series 1979A
(Watson Island Project) , arid $20,000,000 City of Miami Public Improve-
ment Revenue Bonds, Series 1979B (Watson Island Project) for the
purpose of financing a project of the following character: The
financing of a portion of the costs of acquiring, constructing
and equipping real and personal property comprising a first-class
theme and amusement park located on Watson Island within the
City of Miami, Florida (the "Project ) .
Section 2. The City, as provided in the Indenture, shall make
such acquisition and improvements as provided in the Indenture and
referred to therein as the "Project". In order to pay all or part
of the cost thereof , including all financial, legal, accounting,
consulting, architectural and other incidental costs and charges, as
79-525
GALCILIBMI.
set forth in the Act, there is hereby authorized as provided in
the Indenture, particularly Article II the issuance of not to
exceed $35,000,000 Public Improvement Senior
Revenue Bonds
Series 1979A (Watson Island Project) and $20,000,000 Public
Improvement Revenue Bonds, Series 1979B (Watson Island Project)
of the City of Miami. Said Bonds shall be issued in the
principal amount of not to exceed $55,000,000, shall be serial
and/or term bonds, shall be in the denomination of $5,000 each,;.
aggregate
numbered consecutively from one upward, shall be dated Octoberl,
1979, shall bear interest at a rate not to exceed the maximum
allowed by law, as the City shall provide by
resolution
the sale ofthe Bonds, and shall mature and be subject t
authorizing
o redemption
prior to maturity as provided in the Indenture or as provided i
any
resolution
subsequently
adopted by the City prior
t
e sale
The Bonds `shall .be in the form, shall be executed
of the Bonds.
and authenticated, be subject to>registrat.ion and replacement and
shall be delivered as provided in; the Indenture. The Bonds may
sold at private or public sale as provided by the Revenue: Bond
of 1953 and the City Charter _and ;the City Manager is authorized_ to
approve
Act
and circulate a preliminary official statement and an official
statement
and
relating to the sale of the Bonds.
Section 3. In order to, provide for .the security of the
to express the contract between the Cityand theholders o
the Bonds,
there shall be executed on behalf of t
Mayor or the . Vice -Mayor under the seal
City
Bonds
e City by the
the City, attested by the
Clerk or the Deputy City Clerk, an Indenture of Trust (which
shall
1953)
be a trust agreement
compan
with corporate
y or bank having
Florida
(the
or Deputy City
the Indenture.
provided by the
trustee or trustees,
Revenue Bond Act o
which may be any
trust
trust powers under the laws of the State
rustee") and,; the Mayor or Vice -Mayor ` and
Clerk are by this
The Indenture
of
City Clerk
Resolution authorized to execute
herein authorized shall be substantially
79-525
in the form hereto attached as Exhibit A,
subject
o suc
changes,insertions and omissions,including but not limited t
the insertion of interest rates, maturities or
ties, provisions for
changes o
maturi-
prior redemption, form of the Bonds, and
other details approved by the Mayor or Vice -Mayor and
Clerk or Deputy City Clerk and the execution of the
the
City
indenture by
the Mayor"or Vice -Mayor and the City, Clerk. or, Deputy City Clerk
and by the Trustee shall be conclusive evidence
Section
Neither the
City of Miami
any such approval.
the State of
Florida,
nor any political subdivision thereof is or shall be obligated to
pay the Bonds or the interest thereon except from the
revenues
of the Project and the Non -Ad Valorem Revenues and Taxes and
Guaranteed Entitlement Revenues as provided in the Indenture and
neither the faith and credit nor the taxing power of, the
Florida or of any political subdivision thereof is pledged to
payment of the principal of or the interest on the Bonds`,
issuance of the Bonds shall not directly
or "indirectly.
gently obligate the State of Florida or any .political
State, of
the
e.
or contin-
subdivision
thereof to levy or to pledge any form of taxation whatever
or to make any appropriation for their payment.
Section
assents,
The
City Manager is authorized to execute
acceptances and : approvals as the City may de
for the,City to construct the Project in"the manner c
by; the Indenture
Section,
therefor
such
em necessary
ontemplated
The attorney or attorneys for the City, in
coopera-
tion with Bond Counsel, Bryant, Miller and Olive, Tallahassee,
Florida, are hereby authorized and directed to take proper
proceedings for the validation of the
relating thereto
Bonds and the proceedings
79-525
Section 7. This resolution shall take effect immediately
upon its adoption
PASSED AND ADOPTED this 23rd day -of July , 1979..
ATTES
RALPH
APPROVED AS TO FORM. AND CORRECTNESS:
GEORGE F.
79-525
V
INDENTURE OF TRUST
TABLE
OF CONTENTS
(This Table of Contents is not a Part of this Indenture'
and is only for convenience of reference)
PARTIES
RECITALS
• . .. •, • • •' ..'.. •-. .'• •.' ... •• .• . •..• -.
.••••. .••...•. ••••••..••••.•••...•••.
GRANTING CLAUSE
Section
Section
... .. .... .... ... :• -23
PARTICLE I._
DEFINITIONS
101. Words and Terms.••.••..•.••.••.••.....•••
102•.:`- Correlative Words .<• • •'.-. • • • • • • .-.• • . 0,0 • • • • • •
ARTICLE 'II
THE BONDS
26
5
Section 201. Authorized Amount of Bonds,............ 36
Section 20.2 Issuance of Bonds ....•..................• 36.
Section.`203. Execution; Limited Obligation ............ 37
Section 204.` Authentication........................... 38
Section 205. Form of Bonds .....•.••................... . 39
Section 206. Delivery of Bonds ..•..................... 39
Section 207. Mutilated, Lost, Stolen or
Destroyed Bonds ..............
Section 208. Registration of Bonds; Persons
Treated as Owners ••..•..•.. •.. ••. 42.
Section 209. Additional Senior Revenue Bonds ..."....;... 43
Section'210. Additional Revenue Bonds •............. 47
Section 211. Issuance of Other Obligations... 51
Section 301.
Section 302.
Section 303.
Section 304.
Section 305.
Section 306.
Section 307.
Section 308.
Section 309.
Section 310.
Section 311.
Section 312.
•-•.• • •..
ARTICLE III
CREATION, CUSTODY AND APPLICATION OF FUNDS;
APPLICATION OF BOND PROCEEDS AND REVENUE
Creation of Funds 52
Custody of Proceeds •..•..•.....•...•53
Application of Proceeds of Bonds 53
Security and Source and Payment of Bonds •, 54
Custody of Pledged Revenues •55
Disbursement from Revenue Fund .....•..•55
Disbursements from Project Construction
Fund ....• .. 59
Disbursement from Debt Service Fund ••.••. 63
Disbursements from Renewal and
Replacement Fund •.........••••........ 64
Disbursements from Reserve Fund •......... 65
Disposition of Guaranteed Entitlement
Revenues Fund ••...•.•••.•. •••....•• 65
Investment of Funds ..•................... 65
40
ARTICLE IV
FURTHER PROVISIONS AS TO FUNDS, PAYMENTS,
PROJECT AND AGREEMENTS
Section 401. Non -Presentment of Bonds or Coupons
Section 402. Extension of Payment of Bonds
and Coupons •..••..•.....•.••..........
"
Section 403. Moneys to be Held in Trust •.•..•..••.••.
Section 404. 'Amendments to Agreement Not Requiring
Consent of Bondholders .•••.••. ..•.•
Section 405. Amendments to Agreement Requiring
Consent of Bondholders ............... 69
Section 406. Repayment to the City from the Funds .°...,"=70:
Section 407. List of Bondholders .•.•........•••.....•• 70
67
67
67
:67
Section 502.
Section 503.
Section 504.
Section 602.
Section 603.
Section 604.
Section 605.
Section 606.
Section.607.
Section 608.
609.
Section
Section 610.
Section 611.
Section 701.
Section 702.
Section 703.
Section 704.
Section 705.
Section 706.
Section. 707.
Section 708.
Section
Section
Section
Section
Section
ARTICLE V
CONSTRUCTION, COMPLETION AND OWNERSHIP
OF THE PROJECT
Agreement to Acquire, Construct and
Install the Project .......... •.•••.
Plans and`Specifications ..........•••••
Completion Date .......`..'..:..........•...•
Agreement as to Ownership, of Project
and -the Project Site '.. '............ .
Financing and Construction of Additional
Amusement Park Facilities........
ARTICLE VI
MAINTENANCE; OPERATION; INSURANCE; DAMAGE;
DESTRUCTION AND EMINENT DOMAIN
Maintenance and Substitution; Modifi—
cations, Additions or Improvements ......
Removal of Portions of the Project........
Operation of Project ...........••••••••••
Covenants of the City Concerning 81
Operation of the Project .............
Taxes, Other Governmental Charges and
Utility Charges ....................... 86.
Insurance Required •••••`••• 87
1
74'
75
Public Liability, Business Interruption
and Motor Vehicle Insurance ............
Additional Provisions Respecting
Insurance .............................
Damage and Destruction and Eminent
Domain .............•••••• •• •...
Workmen's Compensation Coverage ..........
Advances ................. ••••••.....•
ARTICLE.VII
GENERAL COVENANTS
Payment of Principal and Interest ........ 97
Performance of Covenants .....:...:..•••••
Ownership of the Project; instruments
of Further Assurance ••••••........•••• 97
Payments OOOOOOOOOOOOOOOOOO00000000000000,
Revenue Covenant ..............•.•.••••.••
Maintenance of Existence ..........•••••••
Trustee's and Paying Agent's Fees,: 99
Charges and Expenses .................. `
Arbitrage Covenant OOOOOOO osalliolossedielpoillio 99
77
80
80
88
90
95
-95
ARTICLE VIII
REDEMPTION OF BONDS BEFORE MATURITY
97
98
98
98
801. Redemption .............................. 101
802. Redeem•104
803. Notice of Redemption •......... ••• 104
804. Payment of Redeemed Bonds **"""*""""000 105
805. Cancellation .........•......=.••....•.....- 106
Section 901.
Section 902.
ARTICLE IX
DISCHARGE OF INDENTURE.
Release of Indenture ...............
Payment and Discharge of Bonds and
Coupons..........................•....'.
ii
107
107
ARTICLE X
DEFAULT PROVISIONS AND REMEDIES
OF TRUSTEE AND BONDHOLDERS
Section 1001. Defaults; Events of Default 0000600100611
Section 1002. Surrender of Possession of Project;
Rights and. Duties of Trustee in
Possession •...•.•..•••.•.•..•...••.•••
Section 1003. Other Remedies; Rights of Bondholders ....
Section 1004. No Impairment of Rights .......••••••••••
Section 1005. Right of the Bondholders to Direct
Proceedings ...•.•.::••.....•......• 112
Section 1006. Appointment of Receivers ............••••• 112
Section 1007. Application of Moneys ..... ...• 114
Section 1008. Remedies Vested in Trustee ...•••••••'• 115
Section 1009. Rights and Remedies of Bondholders ,'....... 116
Section 1010. Termination of Proceedings ............
116
Section 1101.
Section 1102.
Section 1103.
Section 1104.
Section 1105.
Section 1106.
Section 1107.
Section 1108.
Section 1109.
Section 1110.
Section 1301.
Section 1302.
Section 1303.
Section 1304.
Section 1305.
Section 1306.
Section 1307.
Section 1308.
Section 1309.
Section 1310.
Acceptance - of the Trusts .............. • • 117
Fees, Charges and Expenses of Trustee ... 120
Notice to Bondholders if DefaultOccurs.. 121
Intervention by Trustee • • • • •......• • • • • • • 121
Successor Trustee ........................ 122
Resignation of the Trustee ............... 122.
Removal of the Trustee 122
Appointment of Successor Trustee by
the Bondholders; Temporary Trustee 122
Concerning Any Successor Trustees 123
Trustee Protected in Relying Upon
Resolutions, Etc. 124
Successor Trustee as Trustee of Funds
and Bond Registrar ....•.............. 124
Powers May Be Vested In Separate or
Co -Trustee ...••124
ARTICLE XII
SUPPLEMENTAL INDENTURES
Supplemental Indentures Not Requiring
Consent of Bondholders ..............•` 126
Supplemental Indentures Requiring
Consent of Bondholders.••..•.....•.°
ARTICLE XIII
MISCELLANEOUS
Consents, Etc., of Bondholders .•..
Limitation of Rights ...................
Severability ... ........................
Not 1 c e s • . • • . • . • • • • • . • • • . • • • v. • • • • • • • . • • • .
Trustee as Bond'Registrar and'
Paying Agent .•.••••••........ .......,
Payments Due on Sundays and Holidays ....•..
Counterparts ... . .................
likpplicable Law ....... . • .`.... .....
ndenture `ective Upon Execution ......'
126
129
129
129
130
130
130
131
131
131
131
iii
INDENTURE OF TRUST
THIS INDENTUJRE OF TRUST dated ` as _ `of the first day of
1979, by and between the CITY OF MIAMI, a Municipal
Corporation duly organized and existing under the laws of the
State of Florida (hereinafter called the "City"), party of
first part, and , a banking
organization duly organized, existing and authorized to accept and
execute trusts of the character herein set out under the laws
the State of Florida, with its principal office, domicile and post
office address located at Miami, Florida, as Trustee (hereinafter
the
of
called the "Trustee"°), partyof the second part;
W I T N E 'S S E T H:
WHEREAS, pursuant to authority granted by Chapter '159,' Part I
(Section 159.01, et seq.), Florida Statutes, cited_ as the
of 1953, the City is authorized to acquire construct,
own, operate and maintain a theme and amusement park; and
WHEREAS, the City presently owns a parcel of land located on
Causeway within the City, commonly known as Watson
Island, deeded to it by the State of Florida for use by the City
for public and municipal purposes; and
City has caused feasibility studies to
Bond Act
MacArthur.
WHEREAS, the
by professionals
facilities which
in the fields of economics and
studies indicate a theme and
Revenue
be made
recreational
amusement .park
Island under professional `management would be.
the terms of the Revenue Bond Act of 1953;
located. on Watson
self-liquidating under
and
WHEREAS, the City has determined and,
revenue bonds
aggregate
collectively
agreed to issue
the "Bonds") in the
its
principal
'amount -of $55,:000,00.0 to finance a portion of the
acquisition and
construction of the Project: of which; $35,000,000
principal amount shall be
Net Operating Revenues o
amount
secured by a first and
f the Project and $20,
prior lien on
the
000,000. principal
lien on the
shall be secured by a subordinate . and junior
111111111M....1.11
Net Operating Revenues of the Project and an additional pledge of
f th City which are not
Non -Ad and Taxes o e Valorem Revenues
otherwise pledged including State Guaranteed
sufficient
amount of
to pay debt ' sery ice;`
Bonds when °due; and
on such $
Entitlement Revenues
20,000,000 principal
WHEREAS, the City finds, determines and ` declares that the
principal amount of
exceed: the
the Bonds' with other available `funds will not
total cost of the Project, the funding of
Re serve
Fund, the funding of capitalized interest and the payment of all
eli ible costs under Chapter 159, Part I,' Florida Statutes>
incurred by the City in issuing the Bonds, paying certain
the Trustee and otherwise administering the repayment of the Bonds
g
all as provided
" Indenture" )`; and
WHEREAS, the
issuance
of the
and.
fully
approved
Bonds ;;under the Act
fees of
n this' Indenture of Trust (hereinafter called the
execution and delivery of this Indenture
have been in all
validly authorized by resolution duly
by the City; and
and the
respects
assed and
WHEREAS,. it is the intention of the City that this. Indenture
should not only serve
serve as the document
•
term i
Truste
the purposes
s herein. " def in
e; and
WHEREAS,
herein recited,'' but should also
for issuing and securing the. Bonds, a that
ed, upon execution by the City and the
the Bonds,
thereto, the Registration
of Authentication to
substantially the
variations as are
the Bonds, to wit:
be
s
be attached
Provisions and the Trustee's Certificate
endorsed thereonare all;
form with such
following
the interest coupons
required by the
resolution of
to
to be in
changes', amendments and
the City selling
5,000
UNITED STATES OF AMERICA
STATE OF FLORIDA
COUNTY OF DADE.
CITY OF MIAMI
PUBLIC IMPROVEMENT SENIOR REVENUE BOND, SERIES 1979A
(WATSON ISLAND PROJECT)
KNOW ALL MEN BY THESE ,PRESENTS, that the City of Miami
Florida
promises
(hereinafter called "City"), for value received, hereby
to pay to the bearer hereof or, if this Bond be
the
registered, to
day' of
and i
with
registered holder, as herein provided, 'on the
but solely from the revenues and sources.
n the manner hereinafter mentioned the principal sum of
FIVE THOUSAND DOLLARS
interest thereon from the date hereof at the rateof
per centum per
annually
annum ( %), payable on and semi-
thereafter on 1 and
f each year,
as evidenced by the coupons hereto attached, until payment of such
principal sum has been made or, provided for. Such principal and
interest are payable in lawful money of
America, the services of the Paying Agents,
or . _
at the ;` the
holder hereof, at upon
without deduction
presentation
hereto as they respectively.
and
for
any.
principal
surrende
nated
and
the United States of
at
the option of
surrender of this Bond and the coupons attached
the principal of
mature, except that
redemption premium
-on this Bond when registered
(except to bearer) arepayable upon presentation and
r hereof at such office of. said Trustee.
This Bond . is one of a duly authorized issue ofbonds, desig-
City of Miami Public Improvement Senior Revenue BondS
1979A
"Bonds
(Watson Island Project) (hereinafter
'),,issuable under the Trust Indenture,
(hereinafter
accordance
between
Trustee
eries
referred to as
dated as of
as the. same may be amended or `: supplemented
the
with its terms, referred to as the "Indenture"
the. City and
(the
term "Trustee",
as
used herein, refers
in
s
said
as to
3
Trustee or any
successor- Trustee appointed pursuant
the
Indenture), aggregating in principal amount $35,000,000 and issued
in order -to assist in the financing of a portion
acquiring, constructing and equipping; real and personalproperty
comprising a theme and amusement park (hereinafter, and in .the
Indenture, referred to as the "Project") located on. Watson Island
within the City of Miami, Florida, pursuant
and in full compliance with the Constitution
Florida, including particularly Chapter 159, Part
Statutes, and a :Resolution duly adopted by the City
State o.f
Florida
1979, as supplemented
"Resolution =") .
(hereinafter.
The Bonds
may
issued
secured
, together with Additional Senior Revenue
be issued on a parity therewith under the Indenture, are
or may be issued under and are to be';equally and
and entitled to the protection given
which is on file in the office of the Trustee, and reference
herebymade to the Indenture and to all indentures
bf the Project,
thereto for a more complete description
h respect to the nature and extent of
duties and obligations of the City
provisions, among others,. wit
the security and of the rights
and
the Trustee and the holders
and conditions upon which
terms
of the Bonds and coupons and the
the Bonds areissued and secured,
to all. of the °provisions of which Indenture`,
hereof, assents.
acceptance
The Bonds
19
each holder, by the
are noncallable for redemption prior
o October 1,
subject to
The Bonds maturing on and after are
redemption prior to maturity in inverse order of maturity,
City in whole or in part, on any interest payment
on or after ,. and within any maturity by lot in
any customary manner of selection as designated by the
any such redemption shall be made at the following Redemption
option, of the
date
to the authority of
statutes ` of the
and
of the costs of
on
called
Bonds as
all
ratably
by the; Indenture,
is
supplemental
the
and
at the
Trustee,
October
plus
file
Prices (expressed below as a percentage of the principal amount
being redeemed) plus accrued interest to the redemption date:
Redemption
Period During Which Redeemed Price
The. Bonds maturing on October'1, 19
mandatory
are subject to
redemption, pursuant to the mandatory sinking fund
set forth in the Indenture, on each mandatory
date, at 100% of the principal amount thereof plus
tothe redemption date. The Bonds to be' so
requirements
redemption
accrued interest
redeemed
manner
shall be selected by the Trustee by;lot in any
of selection as determined by
The Bonds are also subject to mandatory: redemption
1, 1981, in whole at < 100% of the
accrued interest to the redemption date if
d or caused to be filed with the Trustee the certificates set
customary
forth
in Section 307(b) of
the Trustee.
principal
on
amount thereof
the City has not
the Indenture necessary to
authorize
the City to expend or commit to expend the portion of the
Construction Fund prohibited from being 'disbursed'by such,
1981.
prior to April 1.
Project
Section
Furthermore, the Bonds are subject to redemption as a whole,
an time, on any interest payment date if the City, exercises
at y
its option to redeem such Bonds as provided in Section 609 of the
a redemptionprice of 100% of the principal. amount
accrued interest to the redemption date. If less
than all of the Outstanding Bonds are called for redemption at any
time, or from time to time, pursuant to any of the provisions
Section 609 of the Indenture, they shall be called in inverse
order of maturity of those Outstanding.
Indenture at
thereof plus
Outstanding
Bonds of one maturity are to
all of -
If less than
be called for redemption,
of
the
the selection of
Trustee.
such Bonds shall be made by lot conducted by the
If optional redemption at a price exceeding 100%of the
principal amount redeemed i
to take place as of any mandatory
redemption date, the Bonds to be so redeemed by optional
redemption shall be selected by lot. prior to the selection by lot
of Bonds to be redeemed on the same date by operation
mandatory sinking
notice,
to;
fund.
Rights ..of redemption of the Bonds shall be exercised by
the Bonds or portions of fully registered Bonds
be called, the redemption price ,to be paid, the date fixed
redemption
and the
places where the amounts due ;upon
for
such
redemption are payable, which notice, subject to the provisionsof
the. Indenture therefor, ':shall be published at least
newspaper or financial journal of general circulationpublished in.
of New York and a newspaperof general circula-
the City and
tion in` the
State
City of Miami, Florid
the first such publication
a
to
not less thanthirty days prior to the redemption; date.
because of temporary or permanent suspension of the publication or
ncial journals or newspapers meeting
or > fors any other reason, it
to publish such notice of call.
be
general; circulation of Tina
the aforesaid requirements
impossible or impractical
of the
twice in
If,
is
for
redemption in the manner herein provided, then such publication in
lieu thereof as shall be made with the approval of the Trustee
shall. constitute a sufficient
made to the Indenture
redemption<
and
with
publication of notice.
for ; provisions
Reference is
as to mailed
respect to registered (except to
as to failure to give, or any defect i
such
notice of
bearer) Bonds,
mailed notice.
Bonds or portions of fully registered Bonds are duly called for
redemption and if on such redemption date moneys for the '•redemp
If
tion
date,
there
thereof, together with interest
shall be held by the Paying Agents so as to be
for, then fromand after such redemption date such
thereon to.
portions of fully registered Bonds shall cease to bear
and any coupons for interest thereon maturing subsequent
the redemption
available
Bonds or
interest
0
said
date shall be
void
and said Bonds and portions of
registered Bonds and coupons shall
no longer be protected
fully
by, and
shall not be deemed to be Outstanding under, the Indenture.
This Bond and the coupons appertaining thereto are payable
solelyfrom and secured by a first lien upon and pledge of the
Pledged Revenues and the Funds derived by the City from ` the
operation of the Project, as defined in the Indenture. is Bond
does not constitute a general obligation of the City within the
meaning
f
any
constitutional, statutory
r c
arter provision
limitation .but constitutes a special obligation payable solely
from said Pledged Revenues and Funds It is expressly agreed
the holder of this Bond and the coupons appertaining hereto that
holder shall never have the right to require or compel the
such
exercise of
by
the ad valorem taxing power of the City for the
payment of the principal of and interest on this Bond or the
making of any Debt Service Fund, reserve or other, payments
provided for in the Indenture.
It' is further agreed between the City and the holder of this
that this Bond and the indebtedness `'evidenced thereby shall
Bond
not constitute
a lienupon the Projec
any other property of or in the City,
only on the Pledged Revenues derived
Project
described
and the Funds,' all
in the Indenture.
or any part .thereof, or on
but shall constitute a lien
from : the
operation of the
the manner provided, and as
s provided in the Indenture, the holders or
registered owners of the Bonds are not entitled to enforce the
provisions of the Indenture or to institute, appear in or 'defend
any
Except a
suit, action or proceeding to enforce any provisions
Indenture or
default under
auth
to take any action with respect to any eV
the Indenture.
In addition to
orizing the City
the provisions
contained .in the
of the
ent' of
Indenture
and the. Trustee, without the consent of or
date shall be void,
registered
Bonds and
and said Bonds and portions of
coupons shall no longer be protected by, and
be Outstanding under, the Indenture.
shall not be deemed to
fully.
This Bond and the coupons appertaining thereto are payable
solely from and secured by a first lien upon = and pledge : of the
Pledged Revenues and the Funds derived by the City " from the
opera
does
tion of the Project, as .defined in the Indenture. This
not constitute a general obligation of' the City within
meaning of
limitation
from
the
any constitutional, statutory or charter provisio
Bond
the
n or
but constitutes a special obligation payable solely
said Pledged Revenues and Funds. It is
holder of this Bond and the coupons apper
holder shall never have' the right to require or compel the.
of the ad valorem taxing power of the City for
such
exercise
expressly agreed by
twining hereto that
payment of the principal of and: interest on this Bond
making of any Debt Service Fund, reserve or other
provided
Bon
for in the
Indenture.
not constitute a lien upon the Project, or
any other property of or in the City, but shall
only on the Pledged Revenues derived from the
Project
described, in the Indenture.
Except as provided
registered 'owners of
provisions of the Indenture or to institute, appear i
action or proceeding to enforce any provisions
and the Funds, all in the manner provided,
thereby
the
or the
payments
It is further agreed between the City and the` holder of this
d that this Bond and the indebtedness evidenced
any part
any suit,
shall
thereof, or on
constitute a lien
operation
of the
anc
as
in the Indenture, the holders. or
the Bonds are'not `entitled to
enforce the
n or defend
f
the
of
Indenture or take any action with respect to any event
default under the Indenture.
In addition to the provisions contained in the Indenture
authorizing
the City and the Trustee, without the consent
or
Bondholders, to enter into supplemental
notice to any of the
indentures not inconsistent with the Inc1enture and for certain
contains provisions
purposes
specified therein, the Indenture
permitting such parties," with the consent of the holders of not
less. than 60% in aggregateprincipal amount of the Bonds at the
time Outstanding', plus Additional Senior Revenue Bonds, if any,
and with the consent of the holders ofnot less than 60% in,
aggregate principal, amount of the City of Miami Public Improvement
Revenue Bonds, Series 1979B.(Watson Island Project) issued,.
plusAdditional Revenue Bonds,: if any, t
the Indenture,
supplemental indentures
amending,
for the;purpose;
of "modifying,
under
o" execute
altering ,
of the
adding to'or rescinding, in any particular, any
supplemental
terms or provisions of the Indenture or any indenture
thereto; provided, however, that no such supplemental indenture
shall (a) without the consent of the holder of each Bond so
affected extend the maturity of the principal of or the interest
Bond," reduce the principal amount any Bond or the rate
on any
redemption premium thereon, or reduce the amount.
time of payment of any mandatory
of interest or
extend= the
requirements,.
or
sinking fund
or (b) without the consent of the holders of all
Bonds then Outstanding permit a""privilege o
over, any other Bond or Bonds,
or Bonds
interest. prior
priority of any Bond
create any security
to, or on a parity with that created
by
the
of the ` Bonds
Indenture or reduce the aggregate principal amount
required for consent to such supplemental indenture.
It is hereby certified,' and recited that all„ act
things required to exist, to happen and to be performed pre -
and th
cedent
s, conditions
to and in the issuance of this Bond exist, have happened
and time as
and have been performed in regular and due form
required by the laws and Constitution of the State
applicable thereto, and that the issuance of the Bonds of
issue does not violate any constitutional or
or provisions.
of Florida
this
statutory limitations
This Bond and the coupons appertaining hereto are and have
all the qualities
the
and incidents of a
Uniform Commercial Code
negotiable instrument under
nvestment Securities Law
State of Florida.
This Bond may be registered as` to principal only or
rincipal and interest in accordance with
both p
endorsed hereon.
IN" WITNESS WHEREOF, the
this Bond and has caused the
City. of ' Miami
of ` the
as 'to
the provisions
Florida,,
as issued
signed by the Mayor and
countersigned and attested to by the City Clerk, either manually
facsimile •
or with
thereof
reproduc
executed
same to
their facsimile signatures,:
to be affixed, impressed,
ed hereon, and the interest coupons hereto attached
e
with the facsimile signatures of such officers, all as
the 1st day of
(SEAL)
ATTESTED AND COUNTERSIGNED:
1979
City=Clerk.
CITY OF MIAMI, FLORIDA
and
its ` seal
r a
imprinted, lithographed or
be
of
• 'Mayor
FORM OF COUPON
No.
Unless the Bond to which this coupon is attached is callable
and shall have been previously duly called for prior redemption
and payment . thereof duly made or provided for, on the 1st day of
the City. of Miami, Florida, will pay to the bearer „'at
or, at the opt•
ion ofthe holder, at
, solely from the ,Pledged Revenues and
the Fundsdescribed in the . Bond to which this coupon is attached,
the amount shown hereon in lawful money of the United States of
America, upon presentation
interest then due on its Public Improvement Senior Revenue Bond,.
and surrender of this coupon,
Series 1979A (Watson Island Project), No.
CITY OF MIAMI, FLORIDA
(SEAL)
ATTESTED AND COUNTERSIGNED:
This
and conf i
Florida,
City Clerk
being
VALIDATION CERTIFICATE':
Mayor
validated
Dade County,
Bond is one; of a series of Bonds .which were
rmed by judgment of the Circuit Court for
rendered on:', `19
This
mentioned
Mayor
.CERTIFICATE,OFAUTHENTICATION:_"
Bond is one of the Bonds described in
Indenture of'Trust.
the within
a.Trustee,:,-
By
Authorized. Officer
10
the registration
valid: unless
attorney duly;
blank below,
transferred
delivery,
books
LEGAL OPINION
(There shall be printed on the Bondsthe legal opinion of the
firm of Bryant, Miller and Olive, Bond Counsel, such opinion to be
followed by thefollowing statement:)
"I HEREBY CERTIFY that the foregoing is a true and
correct copy of the legal opinion upon the Bonds therein
described which was manually. signed by W. Robert Olive,
Jr., for the firm of " Bryant, Miller and Olive,
Tallahassee, "Florida, and was dated as of the date of
delivery of and payment for said Bonds.
Mayor"
PROVISION FOR REGISTRATION
This Bond may'. be registered in the name: of the holder on` the
to be kept by the Trustee, as Registrar, or such other
Registrar as may hereafter be duly appointed, as t
only, such registration being noted hereon
principal
such Registrar in
blank below, fter which 'no transfer shall be
made on said books by the registered holder
authorized and similarly"
but it may be discharged f
to bearer, after which it
but° it. may be again registered
or
noted in`` the registration
rom registration by being
shall be transferable by
as before. The
registration of this Bond as to principal shall not' restrain the
negotiability of the coupons by delivery merely, but the coupons
may be surrendered with the interest made pa
registered
registratio
interest as well as
by
remitted
converted into
converted
mail
holder,' in which event the Registrar
n blank below that this Bond is
only
to
principal;: and thereafter the interest will be
to the registered holder. This Bond, when
Bond registered" .as to both principal' and
into a
may be reconverted into a coupon Bond
into a Bond registered as to both
interest, as hereinbefore
when registered as to
Bond, coupons representing
Bond,
an
again
principal and
provided. Upon; reconversion o
principal and interest into a
f" this
coupon
the interest to accrue upon the Bond
gable the
shall note in the
registrable as to
11
to date o maturity shall be attached hereto by the Registrar, and
the Registrar shall note in the registration blank below whether
the Bond is registered as to principal only or payableto bearer.
The City may make a reasonable charge for every such transfer
sufficient to reimburse it for any expenses incurred by
provided, however, that no charge shall be made by the City.
•
s
for
the first transferof any Bond from bearer to the registered owner
and for the first reconversion from the registered owner to
bearer.
DATE OF IN WHOSE NAME MANNER OF
REGISTRATION REGISTERED >. REGISTRATION
SIGNATURE OF
REGISTRAR
12
to date of; maturity shall be attached hereto by the Registrar, and
the Registrar shall note in the registration blank below whether
the Bond is registered as to principal only or, payable to bearer.
The City may make 'a reasonable charge for every such
it for any expenses incurred
provided, however,
the first transfer of any Bond from bearer to the registered
that no charge shall be made ;.by the City for
and for the first reconversion from the registered owner to
MANNER OF SIGNATURE OF
REGISTERED REGISTRATION REGISTRAR
pay.
called "City
to the
bearer
that the
$5,000
City of Miami,
hereby
), for. value received,,.
hereof or, if this Bond
to the registered holder, as herein provided,
presentation
hereto as
and any redemption
principal
surrender hereof at
(except
No.
PUBLIC
UNITED STATES OF AMERICA
STATE OF FLORIDA
COUNTY OF DADS
CITY OF MIAMI
IMPROVEMENT REVENUE BOND, SERIES 19798::
`(WATSON ISLAND PROJECT)
,KNOW ALL MEN'
Florida
BY THESE PRESENTS
(hereinafter:
promises to
registered,_
day of .
and in . the manner hereinafter mentioned
sources
of
with, -interest:
19 , but solely
FIVE THOUSAND DOLLARS.:..`,'
thereon from the date hereof
from the
be
the
revenues and
the principal sum
the rate
per centum per annum ( �), payable on'
of
and semi-annually thereafter on
1 and
of each year, as evidenced by the coupons hereto attached, until
Provided for. Such
of the United
payment of
principal
States : of
money
such principal sum has been made or
and interest are payable in lawful
America,
without deduction for the services
Paying Agents, at the
the option of
the
holder' hereof,
1
the
.• or at
-upon
and surrender of this Bond and the
they respectively mature, except that
Bond when
premium on
this
to bearer)- are payable upon
such off ice of said Trustee.
This Bond is one of
designated City of Miami
1979E (Watson Island Project) (hereinaf ter referred to as the
duly
authorized
attached
coupons
the principal of
registered as to
presentation and
issue
of Bonds,
supplemented in
Public Improvement
Revenue Bond, Series
be amended or
the
13
as Trustee (the, term "Trustee," as used herein, refers .to said
Trustee or any successor Trustee appointed pursuant to the
Indenture), aggregating in principal amount $20,000,000`;and issued
in order to assist in the financing of a portion of the " costs of
acquiring, constructing and equipping: real and personal property
comprising a theme and amusement park (hereinafter,` and in the
Indenture, referred to as the "
with
and
Project"), located on
in the City of Miami, Florida, pursuant to the
in full compliance with the Constitution and
statutes
Watson Island
authority of
of the
State of Florida, including particularly Chapter 159, Part
Florida' Statutes, and a Resolutionduly adopted by the City
1979, as supplemented
"Resolution").
I,
on
hereinafter called
The Bonds, together with Additional Bonds as may be issued
a parity therewith under the Indenture are all issued or may
issued
entitle
under and are to be equally and ratably
d to the protection given by the' Indenture,
file in the office of the Trustee, and reference
Indenture and to all indentures supplemental
the
more complete
description of the. Project,
secured
which is
on
be
and
on
is hereby made to
thereto for a
the provisions, among
others, with respect to the nature and extent of the security and
of the rights, duties of the City, and the Trustee
and
the holders
conditions upon w
the provisions
hereof, assents.
19
The
and obligations
of the Bonds and coupons and'the terms and
hick the Bonds are issued and secured, to all of
of which Indenture, each holder, by the acceptance
Bonds are noncallable for redemption prior ` to October
The Bonds maturing
redemption
on and after_
are subject to
order maturity, at the
part, on any interest payment
prior. to maturity in inverse
option of the City, in whole or in
date on or after
may
0
provided that no Series 1979E Bonds
be so redeemed as long as ,any Series
14
1979A Bonds are
Outstanding:,
manner.
and within any maturity
by lot in any customary
of selection as designated by the Trustee, and any such
redemption shall be. made
(ex
red
redeemed)
at the following Redemption Prices
pressed below as `a"percentage= of the principal amount..
plus accrued interest to the redemption date:
Redemption
Period During Which Redeemed Price
The Bonds maturing on October 1, 19" , "are subject
mandatory redemption, pursuant to the mandatory
each mandatory
requirements
set forth in the Indenture, on
redemption date,
accrued
ing
0
sinking fund
at 100% of the principal amount thereof plus
interest to the redemption date. The Bonds to be so
redeemed shall
be selected by the Trustee by lot in any customary
manner of selection as determined by the Trustee.
The Bonds are subject to redemption as a whole
any time, on any interest payment date if t
option. to redeem such Bonds as, provided in S
redemption price of 100% of the principal
accrued interest to the. redemption date.
Section
no Bonds shall
or in part,_; at
he City exercises its
609 hereof at a
amount thereof
however, that
all of the Outstanding
Provided,
P
be redeemed hereunder unless
f Miami Public Improvement Senior Revenue
City o
1979A, . are
the Bonds are
time,
shall
If le
or have been likewise redeemed. If
called
for redemption'
Bond s , `.
Series
less than all
t any time, or from time
of
to
paragraph, they
pursuant to any of the provisions. _of this
be called in inverse order of maturity of those Outstanding.
ss than all of the Outstanding Bonds of one maturity are to
be called for redemption, the selection of
made by lot conducted by the Trustee.
price 100% of the principal
exceeding
15
If
such Bonds
optional
shall be
redemption at a
amount redeemed is
take
place as of any mandatory
redemption date, the Bonds to be so
redeemed by optional ,redemption shall be selected by lot prior to
the selection by lot of the Bonds to be redeemed on the same date
by operation of the mandatory sinking fund.
Rights of redemption of the Bonds .shall be exercised;,by
notice, specifying the Bonds or portions of fully registered Bonds
to be called, the redemption price to be paid, the date fixed
redemption and the places where the amounts due upon such
redemption are payable, which notice, subject to the provisions of
for
Indenture therefor, shall be published at least twice in a
newspaper or financial j•
ournal of general circulation
State of New York and a newspaper of general
the
the City and
circulation < in
publication to
redemption
date.
published in
the City of Miami,. Florida, the first such
be
than thirty days prior
f because of temporary or permanent
to the
suspension
of the publication of general circulation of financial journals or
newspapers meeting the aforesaid requirements or for any other
is impossibleor impractical
call for redemption in the manner herei
publication in lieu thereof as shall be mad
the Trustee shall constitute a sufficient
reason, it
notice.
not less
Reference is made to. the Indenture for
notice of redemption with respect
Bonds,
to` publish such notice of.
n
e
provided, then such
with the approval of
publication of notice.
provisions
(except
o ;registered
as to mailed
to.: bearer)
such mailed
Bonds are .duly
moneys for
to the
and �: as to failure to give, or_, any defect in,>
If Bonds or portions of fully. 'registered
for redemption and if on` such. redemption date
redemption. thereof, together with interest thereon
called
call
the
redemption date,
available
Bonds
shall be held by the Paying Agents so. as to be
therefor, then from and
or portionsof fully `registered Bonds
interest
to said
after such redemption date
such.
shall cease to bear
maturing subsequent
portions of fully
and any coupons for interest thereon
date shall be void, and said Bonds and
reg istered
Bonds
and coupons shall no
16
longer be protected by, and
shall not be deemed to be Outstanding under, the Indenture.
This Bond and the coupons appertaining thereto are payable
solely from and secured by a subordinate and junior lien upon and
pledge of the Pledged Revenues and the Func3s derived by.the City
from the operation of the Project, as defined in the Indenture,
and by a prior lien on and pledge of Non -Ad Valorem Revenues and
Taxes and Guaranteed Entitlement Revenues received by the City.
This Bond does not constitute a general obligation of •the
City within the meaning of any constitutional statutory or
charter provision or limitation but constitutes a special
obligation payable solely from said Pledged Revenues and Funds.
It is expressly agreed by theholder of this Bond and the coupons
appertaining hereto that such holder sha3.1 never have the right to
require or compel the exercise of the ad valorem taxing power of
the City for the payment of the principal of and interest on this
Bond or the making of any Debt Service Fund, reserve or other
payments provided for in the Indenture.
The Bonds , including principal, interest and premium, if any,
are additionally payable, as such become due , equally and ratably
from all Non -Ad Valorem Revenues and Taxes and Guaranteed
Entitlement Revenues legally available to the City for such
purposes. The Bonds are subordinated as to lien.and claim against
Pledged Revenues, as de f ined in the Indenture, to the Public
Improvement Fteventie Bonds, Series 19791 (Watson Isl.arid Project),
issued in the principal amount of $35,000,000 contemporaneously
with the issuance of these Bonds for the acquisition, construction
and installation of the Project.
It is further agreed between the City and the holder of this
Bond that this Bond and the indebtedness evidenced thereby shall
not constitute a lien upon the Project or any part thereof, or on
any other property of or in the City, but shall constitute a lien
only on the Pledged Revenues derived from the operation of the
1
Project
and the Funds, all in the manner provided, and as
described, in the Indenture.
Except as provided in the Indenture, the holders or
registered. owners of the Bonds are not entitled to enforce the
provisions of the Indenture or to institute, appear in or defend
any suit, action' or proceeding to enforce' any provisions of.the
Indenture or' to` take any action with"respect to any " event of
default under the Indenture.
In addition' to the provisions contained in the Indenture
the City and the Trustee,'without ' the consent
to any of the Bondholders, to enter into
not inconsistent with the; Indenture and for certain
authorizing
notice
permitting
indentures
purposes
less
time
the consent'.
principal amount of
Revenue
of the
of or
supplemental
specified therein, the Indenture contains provisions
such 'parties, with ` the; consent of the holders 'of not
than 60% in aggregate principal amount of the
Outstanding plus Additional Revenue Bonds,
holders of not less than
the City of Miami Public
Bonds, Series 1979A (Watson
the Indenture,
Bonds at the
and with
aggregate
Improvement Senior
if
60%
any,.
Island Project),
in.
plus -Additional Senior Revenue Bonds,
execute supplemental
altering,
any
issued
indentures for e>the .purpose of
under
if any, to
modifying ,
in any particular,
or any indenture
amending,adding to. or rescinding,
of the. terms or provisions of the Indenture
supplemental thereto; provided, however, tha
indenture shallr(a) without the consent of;t
affected extend the maturity of the
so
interest on any Bond,
the
amou
reduce
the principal
tno such supplemental
he holder of each Bond
Principal of or the
amount of any Bond or
rate of interest or redemption premium thereon,
nt or extend the time of payment of any mandatory
requirements,
Bonds
or reduce the
sinking fund
or (b) without the consent of the holders of all
then Outstanding permit a privilege
or Bonds over
interest
or priority of
any other Bond or .Bonds, create any security
prior to, or ; on a parity with that created
any Bond
by the
18
Indenture or reduce the aggregate principal amount of the Bonds
required for consent to suchsupplemental indenture.
If an
event of default,
occur, the principal of Bonds
defined in the - Indenture,
shall
then Outstanding may be declared due
and; payable in the manner and with the effect
provided by the
t.:" of default or
Indenture, ; but subject to waiver of such even
rescission of such declaration as provided in the Indenture..;
It is hereby certified and recited that all acts, conditions
and
be performed
precedent to and in the issuance'of this Bond exist, have: happened.
and have been Performed in regular.»and. due form and time as
required by, the laws and Constitution of the State of Florida
applicable :thereto, and
things required to exist,
issue does not
or provisions.
This
all the
the Uniform -
to happen and
that the
issuance
violate any constitutional or
of the
Bonds of this
statutory limitations
Bond and the coupons appertaining thereto are and
qualities and incidents of negotiable instruments
Commercial Code Investment. Securit-iesLaw :,of
State
of Florida.
This
Bond may be registered as to principal only ora
both principal
endorsed hereon.
IN WITNESS
this Bond
and interest in, accordance with t
have
under
the
to
e provisions
WHEREOF, the City of Miami, Florida, has
and has caused the same to be signed by the
issued
Mayor and
countersigned and attested to by the City Clerk, either manually
or with their facsimile signatures, and its` seal or a facsimile
thereof to be aff red, impressed, imprinted, lithographed or
reproduced hereon, and : the interest coupons hereto attached to be
executed with the facsimile signatures of such officers, all as of
the 1st day of , 1979.
(SEAL)
ATTEST:.
CITY OF MIAMI, FLORIDA
City Clerk
Mayor:
19
No.
'FORM OF COUPON
is callable
redemption
1st day of
bearer at
Unless the Bond to which this coupon is attached
and shall have been previously duly called for prior
and payment thereof duly made or provided for, on the
the City of Miami, Florida, will pay to the
or, at theoption of the holder,
solely from the Pledged Revenues
the Bond to which
the Funds described in
the amount shown hereon
America,
at
and
this coupon is attached,
in lawful money of the United. States
upon presentation and surrender of this
interest then
due on its
Public Improvement Senior
Series 1979B (Watson Island Project),
(SEAL)
ATTESTED AND COUNTERSIGNED:
City Clerk
This Bond is
and confirmed
No.
of
coupon, being.
Bond,
Revenue
CITY OF MIAMI,FLORIDA
.
Mayor
VALIDATION CERTIFICATE .-
one of a series of Bonds which
by judgment of. the Circuit Court
Florida, rendered;: on , 19_
were validated
for Dade County,
'Mayor
CERTIFICATE OF AUTHENTICATION
This Bond is one of the Bonds '.described
mentioned Indenture of Trust.
in the within
•'as Trustee_
20
Authorized Officer.
LEGAL OPINION
(There shall be printed on the Bonds the legal opinion of the
firm of Bryant
followed by the
Miller and Olive,
following statement:)
"IHEREBY .CERTIFY that the foregoing is a true and
correct copy of the legal opinion; upon the Bonds therein
described which was manually signed by W. Robert Olive,
Jr.', for the firm of Bryant, Miller and Olive,
Tallahassee, Florida, and was dated as of the date of
delivery ofand payment for saidBonds.
This Bond ' may
be reg is er
books to be kept by
Registrar as may her
only, such registration being
hereafter
the registration blank
valid unless made on
attorney
below,.
Mayor"
PROVISION FOR"REGISTRATION
t ed in the name of the holder on the
other
principal
the Trustee, as Registrar,'" or such
be duly appointed, as to
noted hereon by such Registrar in
after
which no transfer
said books by the
shall be
registered holder or
duly authorized and similarly noted in
the
registration
from registration by being
blank below, but it may be discharged
transferred to bearer, after which "it ,shall be
delivery, but it may be again registered as
d to principal shall
registration of this Bon as
negotiability of the coupons by delivery merely
transferable by
before. The
not restrain the
but the
coupons
may be surrendered with the interest made `.payable only to the
registered holder, in which event the Registrar shall note in the
registration blank below that this Bond is registrable as to
as well as principal;,and thereafter the interest be
be
interest.
remitted
converted
interest,
This Bond, when
by mail to the registered "holder.
into a Bond registered as to both principal and
may be reconverted into a coupon Bond and again
converted.
interest,
into
Bond
registered.
as hereinbefore provided.
as to both
Upon reconv
principal and
ersion of this
Bond, when registered as to principal and interest, into
Bond, coupons representing the interest to accrue upon
a coupon
the Bond
21
attached
hereto by the Registrar, and
to date of maturity shall be
the Registrar shall note in the registration blank below
the Bond is registered as to principal only or payable to bearer.
The City may make a reasonable charge, for every such transfer
sufficient to reimburse it for
provided, however, that no charge
whether
any expenses incurred'. by it
shall be made .by the City
the first transfer of any Bond from bearer `to the
and for the first reconversion from the registered
bearer.
DATE OF
REGISTRATION
IN WHOSE NAME
REGISTERED
22
for
registered owner
owner to
MANNER OF SIGNATURE OF
REGISTRATION REGISTRAR
•
• unto the Trustee, and unto its
FURTHER WITNESSETH:
WHEREAS, all things necessary to make the Bonds, when
authenticated by the Trustee and issued as in this Indenture
provided', the valid,binding and legal obligations of the City
according to the import thereof, and to constitute this Indenture
a valid assignment. of the revenues
derived by the City pledged t
the payment of the principal of, premium, if' any,
the Bonds and the creation,execution and delivery of this
ture, and
subject to
authorized;
NOW, THEREFORE, THIS
That
acceptant
purchase
Ten Dolla
the. City,
the creation, execution and 'issuance of
the 'terms her•
eof, ,have`'in all respects been
INDENTURE OF TRUST WITNESSETH:
consideration of the premises,.
e by the Trustee of the trusts
and acceptance of the Bonds by the
re ($10.00) duly paid to the City b
and interest ' on
Inden-
:the .Bonds,
duly
the
hereby created, the
purchasers "thereof.,
y the Trustee at or
before the execution and delivery of these presents and of other
good and valuable considerations, the receipt of which is hereby
acknowledged
of, premium
and in order to secure the payment of
interest
the principal
on `: the
Bonds Outstanding hereunder from time to time, according to their
tenor and
the. observance
and performance` by
the City of all covenants expessed or implied herein and in the
Bonds, does hereby grant, bargain, sell, convey, assign and pledge
trust, all of the
o'and under any and
successors
City's estate, right, title and interest
all of the following; (herein called the "Trust Estate"):
GRANTING CLAUSE,
(a) The Pledged Revenues,
payments and other charges
from the operation
use for. the purposes
including without
receivable by Or
limitation all
on behalf of the City
and use of the Project; (b) Subject..
all moneys and investments
specified- herein
23 •
to their
in the Funds; (c) Construction Contracts and Operatillq Contracts;
(d) The Guaranteed Entitlement Revenues and the Non -Ad Valorem
Revenues and Taxes; (e) The Net Proceeds; and ( f ) Subject to the
provisions of this Indenture, the proceeds derived from the sale
of the Bonds, all as more particularly hereinafter provided; an
TO HAVE AND TO HOLD all and singular the Trust Estate,
whether now owned or hereafter acquired, unto the Trustee and its
respective successors in said trust and assigns forever;
IN TRUST NEVERTHELESS, uponthe terms and trust herein set
forth for the equal and proportionate benefit,security and
protection of all present and future holders and owners of
Outstanding Bonds, from time to time, issued under and secured by
this Indenture without privilege, priority or distinction as to
the lien or otherwise of any of the Outstanding Bonds over any of
the others of the Outstanding Bonds except as otherwise
spec if ica3.1.y provided herein;
PROVIDED, HOWEVER, that if the Ci.ty, its successors or
assigns, shall well and truly pay, or cause to be paid, the
principal of Outstanding Bonds and the interest and premium,
if any, due or to become due thereon, at the times and in
the manner mentioned in the Outstanding Bonds according to the
true intent and meaning thereof; shall cause the payments to
be made into the Funds as reqtii.red herein or shall provide, as
permitted hereby, for the payment thereof by depositing with the
Trustee the entire amount due or to become due to it in accordance
with the terms and provisions hereof; shall wel.1 and truly keep,
perform and observe all the covenants and conditions pursuant to
the terms of this Indenture to be kept, performed and observed by
it; and shall cause and be caused to be paid to the Trustee and
Paying Agents al]. sums of money due or to become due to them in
accordance with the provisions hereof; then upon such final
payment this Indenture and the rights hereby granted shall cease
2 4
determine and be void, otherwise this Indenture,to be and remain
full force and effect.
THIS, INDENTURE' OF :TRUST.
expressly declared, that all' Bonds issued and Secured, hereunder
are to be issued, .authenticated and delivered and allPledged
Revenues'and the Funds hereby pledged'to-the respective series of
Bonds are to be dealt with and disposed of under,. upon; and` subject
to the terms', conditionS, covenants,'agreements, trusts, uses and
purposes as hereinafter expressed, and
and covenant with the Trustee and with the respective owners from
time to time, of all Outstanding Bonds, or any part thereof,as
follows:
the City does hereby agree
25
�iir�msa�r«+�m�
ARTICLE I
DEFINITIONS•
SECTION 101. WORDS AND TERMS. In addition to the words and.
terms elsewhere defined in this Indenture, the followingwords and
terms as used in this Indenture shall have the following meanings
unless the context or use indicates another or different meaning
or intent:
"ACT" shall mean Chapter 159, Part I, Florida Statutes, and
other applicable provisions of law.
"ADDITIONAL REVENUE BONDS" shall mean the Bonds issued under
Section 210 of this Indenture.
"ADDITIONAL SENIOR REVENUE BONDS" shall mean the Bonds issued
under Section 209 of this Indenture.
"AGREEMENT" shall mean that certain agreement dated June 29,
1979 by and between the City and Diplomat World Enterprises, Ltd.
for management services during the construction • phase of the
Project and for management services during the operating phase of,
Project terminable as provided therein.
the
a
series
se
"AMORTIZATION INSTALLMENT", with respect to any Term Bonds of
shall mean an amount designated for mandatory principal'
to stated maturity thereof payable on any. Term.
redemptionprior
Bonds issued under the provisions of this Indenture or under any,;.
subsequent resolution and/or supplementalindenture authorizing
Additional`Revenue Bonds and Additional Senior Revenue Bonds.
"AUTHORIZED CITY REPRESENTATIVE" means the person at the time
designated
furnished
signature
Mayor or Vice
to act on behalf of the City by written certificate
to the Manager and the Trustee containing the specimen •
of such person and signed on behalf of the City by its
Mayor. Such
certificate may designate an alternate
26
agency even
or alternates who shall have the same authority, duties and powers
as the Authorized City Representative.
"AUTHORIZED MANAGER REPRESENTATIVE" means the person at the
time designated to act on behalf of the Manager by
certificate furnished to. the City and the Trusteecontaining the
specimen signature of such person and signed on behalf of
written
the
Manager by its President. or Vice -President. Such `:Certificate °may
designate an alternate or alternates who shall have the
authority, duties and powers as the Authorized
Representative.
"AVAILABLE FUNDS" means the total amount of
pay costs of acquisition, construction and equipping of
same
Manager
Project from any and all sources,
government
sources
including proceeds of the
funds available
the
Bonds,
grants, City appropriations an any and all other
whichare on deposit in a trust fund the use of which is
restricted to the payment of such costs and,
government grant, which has been
if not received.
"BOND" or "BONDS" shall mean the- Series
Series 1979B Bonds and any Additional Revenue Bonds
Senior
the case
finally awarded by the granting
Revenue::. Bonds issued therewith
particular time.
1979A
onds and
the
and Additional
and Outstanding a
any
"BOND SERVICE REQUIREMENT" shall mean, in any Bond. Year, the
sum ofthe amounts,' if any, required to be deposited ` in such Bond
Year
into the Debt Service Fund, including its various Interest
Accounts, theprincipal Accounts and the Redemption Accounts.
"BOND` YEAR" means a year commencing on the date of the Bonds
and ending
year.
on the - day preceding
that ` date in :each' succeeding
"CITY" or "ISSUER" means the City of Miami, Florida, and the
governing Board.
"COMPLETION"
happened: (a-) the
shall mean tha
the following shall
Project shall have been
27
have
completed and be in
Manager, materials
all other
costs
full commercial operation and (b) the certificate of the
Independent Project Consultant
specified in Section 503 hereof
to the Trustee.
shall: have been delivered
"COMPLETION DATE" shall mean the date specified in
certificate of the Independent Project, Consultant specified in
503
Section
hereof.
the
"CONSTRUCTION CONTRACTS" shall mean each and: every contract
entered into by the City with respect to the acquisition,
construction, improvement, enlargement, expansion, modification
and: repairs to the Project, including Purchase Orders, excepting
the Agreement.
"CONSTRUCTION PERIOD" shall mean •the period between
beginning
of the acquisition, construction and
the
installation of the
red to the original
Project or a date on which the Bonds are delive
purchasers thereof, whichever is earlier,and the Completion
Date.
mean
"COSTS OF OPERATION AND MAINTENANCE OF THE PROJECT" shall
all actual maintenance and operating costs of.
incurred,
or
period,'but only if said charges
conformity
or charges made therefor,; in any particular
are' made in` con y
the Project
fiscal year
with,
generally accepted accounting principles, and exclusive of depre-
ciation or reserves therefor,amortization of
entries of a similar nature, and;;
bookkeeping
payment of, or amortization`: of, .or
to the Bonds. Costs of Operation
include,
generally, salaries, wages
pension contributions, fees
intangibles or other
all charges for
e
interest charges with respect
and Maintenance of the Project
fringe benefits including
and
for services excluding payments to the
and supplies, rents, office supplies, taxes and
that are charged or apportioned directly to the
operation and maintenance of the Projec
in conformity with
generally accepted accounting principles. Costs of
Maintenance
therefor,
extensions
of the Project do not include costs, or
Operation and
charges made
for capital additions, replacements, enlargements,
or improvements to or retirements from the Project,
28
Land Banks;
obligations
Banks
entitled
was
secured
which under generally accepted accounting principles are properly
chargeable to the capital account or the reserve for depreciation,
and do not include any payments to the Manager and losses from the
sale,
abandonment,.
reclassification, re-evaluation or other.
disposition of any properties included in:
"DEBT SERVICE FUND". means the Debt Service Fund and the
accounts therein
obli
America;
Amer
Asso
created herein.
the Project.
direct
"ELIGIBLE INVESTMENTS" means (a') any bondsor other
gations of, or fully guaranteed by, the United States of
(b) obligations of the Federal` National Mortgage
ciation or the Government National Mortgage Association; (c)
of the Federal Intermediate. Credit Banks; (d)obliga-
obligations
tions
of the Federal
Federal
for Cooperatives; (e) obligations of,'
(f) obligati.ons' of ; Federal Home Loan Banks;
(g) obligations of the Federal Financing Bank;
Loan Mortgage Corporation; (i) certificates of deposit of
trust companies, including
of the United States of America
combined
capital and surplus of at
the United States
of America or
(h)
the Trustee, organized under
FederalHome
banksor
the laws
or any state thereof which have
least '$25,,000,000 in dollars of
(j)
any repurchase.
by one or more of the foregoing.
"FEASIBILITY STUDY" means the report submitted t
dated
prepared by Economics: Research Associates
California.
agreement
the City
.979,:.which
of Los<Angeles,
"FEDERAL SECURITIES" means �� direct obligations
the
the United States of America.
principal of
and
interest
on which
or
are guaranteed
"FINANCIAL AND MANAGEMENTCONSULTANT" shall mean, during the
from the date of the Indenture : until. the date five years
period
after
California,
Completion, Economics Research Associates of Los
in the event of the resignation or dissolution
and
that ' firm during
means a nationally.
national
the aforesaid period and;after
recognized, independent person or
reputation selected by the City and approved
any Such
Angeles,
of
period,
firm of
the
1111 III 11111111111111111111111111111
29
Trustee with special reference to the knowledge or experience of
such consultant
the
construction
and operation
of
recreation
and amusement facilities to perform servicesrequired by this
Indenture.
"FISCAL YEAR", shall` mean the City' s
"GUARANTEED ENTITLEMENT REVENUES", shall mean the revenues'
received
Revenue
Florida
portion
Miami
fiscal year.
by the City as its portion of the. State of Florida''
Sharing Trust Funds pursuant to Chapter 218, Part II,,
Statutes, and defined as the "Guaranteed Entitlement":
thereof.
"GUARANTEED ENTITLEMENT REVENUES. FUND" means the City of
create
(Watson Island Project) Guaranteed
d in Section 301 hereof.
Entitlement Revenues Fund
"FUNDS" shall mean the Debt Service, Fund, the Reserve Fund,
the Guaranteed
Replacement Fund,
Fund,
and
Entitlement Revenues Fund, the Renewal and
the Project Construction Fund and the Revenue
the various
provisionsof
"GROSS REVENUES"
for
accounts therein, all created under the
this Indenture.
means the aggregate gross income or earnings.
any Fiscal Year or perio
rom any source
by the City or accrued to the City from ; the
of the Project and all parts thereof, all as calculated in accord -
whatsoever received
ance with generally
earnings from investments or moneys
accepted accounting
ownership or operation.
principles including any,
in the Funds
created hereunder
except: the Project Construction Fund, but "Gross Revenues" or
shall not include (i) any profits realized from the
r other disposition not in the ordinary course of business
"revenues"
sale o
of a
the
any real or personal property constituting all or a portion of
Project, (ii) the Net Proceeds received from insurance
policiesfrom
respect t
any award made in an eminent domain proceeding
the Project and : (iii) proceeds . from the''sale ; or
disposition of the
Project.
with
other
30
"HOLDER OF BONDS" or "BONDHOLDER" or any similar term shall
mean any person
Bond or any Bond registered to bearer or the registered owner ' of
any fully registered Bond or coupon Bond which shall at the time
be registered other than to bearer.
"INDENTURE" means this Indenture of Trust between the City
and the Trustee pursuant to which the Bonds are authorized to be
and the City's interest in the Pledged Revenues and Funds
to be pledged as security for the payment of principal of,
premium, if any, and interest on the Bonds,; as the. same may.: be
issued
are
amended,
modified or supplemented in. accordance with the
provisions hereof.
duly
state
time
from
"INDEPENDENT COUNSEL" means any attorneyor firm ofattorneys
admitted to practice law before the highest court of any
Completion, R.
the event of
the aforesaid period and after. such period means nationally
recognized independent consulting engineer or architect selected
by the City and approved by the Tr.�ustee:with special reference to
consultinge
who shall be the bearer or owner of any
coupon
acceptable to the Trustee, who is not an officer or a full
employee of the -City, the Manager or the Trustee.
"INDEPENDENT PROJECT CONSULTANT" means, during, the period
m the date of the Indenture until the date two years after
Los Angeles, California, and in
Duell &' Associates ,
the resignation
or dissolut•
ion
the knowledge or experience of such.
architect
or firm ofarchitects or engineers
and operation' of recreation
and
of
that firm during
a
engineer
or
in the construction
amusement facilities to
eerform
services required by this Indenture.
"MANAGER" means , for , the term of the Agreement and any
thereof, Diplomat World Enterprises,' Ltd., a; limited part-
ws of. the State of Florida, . or its
renewal
nership established under the la
assigns, whose principal office
or,
after the termination of
providing
management services
is in the
City of
Miami, Florida,
the Agreement, any other
to the City in the development
Person
and
31
operation of the Project pursuant to any management agreement.
"MAXIMUM
BOND .SERVICE
particular date
REQUIREMENT" shall
of calculation,
Bond Service Requirement for the
Year
•
mean, as of"
the greatest' amount. of
any
aggregate
then current or any future:Bond
for any series of Bonds issued;hereunder.
"NET. OPERATING REVENUES"'shall mean the Gross Revenues after
of the Costs of Operation and Maintenance of the
deduction
Project for any Fiscal Year or period
"NET PROCEEDS". means,
any condemnation award,' the
as to ` any: insurance proceeds ' or
amount remaining after deducting, all.
(including attorneys' fees) incurred in the collection'of
proceeds or award from the gross proceeds thereof.
"NON -AD VALOREM REVENUES AND TAXES" shall mean "all revenues
taxes of the City except Guaranteed Entitlement Revenues
from source whatsoever other than ad
expenses
such
and
derivedany
to the extent
n
the City other
"OPERATING
contract for
and every :;add itional contract, lease ,;1icense°
agreement and other privilege with respect to' the use, operation!,
all ` or a portion or the right to conduct any
Project or Project - Site.
"OUTSTANDING", when used in reference to Bonds, means as of a
particular date, all Bonds, except: (i) any Bonds canceled at or
valorem taxation
t previously pledged to` pay debt . obligations o
than the Bonds.
CONTRACTS" shall mean the Agreement,~ any other
the management or operation of the Project and each
agreement, use
or right to occupy
business within the
before such date; (ii) any Bonds for which provision for payment
o this Indenture has been made; and (iii) any Bond in
insubstitution for which another Bond shall have been
pursuant t
lieu of or
authent
icated del ivered`pursuant to this Indenture.
"PAYING AGENTS" means,as to the Series 1979A Bonds and the
Series
Ne w
1979B Bonds, the Trustee and
York,
Additional
New York, and, as to any. Additional Revenue Bonds and
Senior Revenue Bonds, the banks or
trust companies
32
designated as the Paying Agents or places of payment for such
Additional Revenue Bonds and Additional Senior Revenue Bonds by
indenture providing
and pursuant
issuance:
"PERSON" means natural persons,. firms, associations,
to
the
supplemental
for
their
corporations and public bodies.
"PLANS AND SPECIFICATIONS".
Project now on file with the City, as changed from time
in this Indenture provided.
for the
time as
"PLEDGED REVENUES" means (a).
means the plans and specifications'
to
the Net Operating Revenues
realized or received by the City from the use and operation of the
Project, (b) all other
moneys:
and revenues, excluding
fees or
expenses payable to the Trustee or Paying Agents, received by the
or the
Trustee
for or from the use or -operation of the Project
Project Site, (c) moneys, including the income from the investment
thereof, inthe Funds and (d) the Net
payable on
awards
Proceeds of insurance
account of damageor loss. of the Project and of any
made in an eminent domain proceeding
Project.
"PROJECT" means the
including undivided. Orr other interests therein,
property
identified
with respect 'to
the
real, personal, or real and personal
in Exhibit "A" hereto, or in or pursuant
to any
amendments thereto or in the certificate of the Authorized City
Representative given pursuant to Section 307 hereof, or acquired,
constructed or installed as replacement or substitution therefor.
or addition thereto
and Specifications
Indenture.
Site.
or as may:'result from a revision ofthe Plans
accordance with the provisions of
"PROJECT CONSTRUCTION FUND" means the City of
Island Project) Project Construction Fund created
this
33
all
"PROJECT SITE" means the real estate and interests therein
known as Watson. Island and described in Exhibit "B" hereto.
"PURCHASE ORDERS" shall mean any and all orders or
contracts
for the purchase of machinery, equipment or rides, fo
Project.
"RENEWAL
AND REPLACEMENT FUND" means .the City
r the
Miami
(Watson Island Project) Renewal and Replacement Fund created in
Section 301 hereof.
"RESERVE FUND" means the City of Miami (Watson Island
Project) Reserve Fund created herein.
"RESERVE REQUIREMENT" means, as of any,• particular date of
computation, an amount
Requirement
of money equal to the Maximum Bond Service
on all Outstanding Series 1979A Bonds
and Additional
Senior Revenue Bonds.
"REVENUE FUND" means the City of Miami (Watson. Island
Project) Revenue Fund created in Section 301 hereof.
"SERIAL BONDS" shall mean the bonds of .`a series which
be stated to mature in annual or semi-annual installments.
"SERIES 1979A BONDS" shall mean the City ' of Miami Public
Improvement
Project).
"SERIES 1979A
shall.
Senior Revenue Bonds, Series 1979A (Watson Island
REDEMPTION AMOUNT"
shallmean theamount of
f the
money necessary pay the aggregate principal amount o
1979A Bonds Outstanding ;on:October 1', 1981, together with
Series
interest to accrue on the Series 1979A Bonds`to that date.
"SERIES 1979B BONDS" shall mean the City of Miami Public
Improvement Revenue Bonds, Series 1979E (Watson Island Project).
"TERM BONDS" shall mean the bonds of a series," all of which.
shall be stated to mature on one date.
"TRUST ESTATE" means the rights granted to the
Trustee under
the paragraph appearing immediately beneath the phrase "Granting
Clause" herein.
34
"TRUSTEE" means a trust company or bank with trust powers
authorized to do business within the State of Florida serving as
Trustee hereunder.
SECTION 102'.
gender
of the
otherwise
include
"person"
public
CORRELATIVE
WORDS.
be deemed and'construed to
Words of the masculine
include
correlative words
shall
indicate,feminine and
thewords "bond " "owner" and person" shall
;�� ,
the plural as well as the singular number and the: word
shall include, corporations and associations, including
neuter
genders. Unless
bodies, as well as natural persons.
35
the
context
issue
with
Term
ARTICLE II
THE BONDS
SECTION 201. AUTHORIZED AMOUNT OF BONDS. No Bonds may be
d under the provisions of this Indenture except in accordance
this Article. The Bonds may be issued as Serial Bonds or; as
amount
ture,
total principal
Bonds or as both Term and Serial Bonds. The
of Series` 1979A Bonds that may' be issued under this
except for Additional Senior Revenue Bonds as provided for
in Section 209 herein,
$35,000,000. The total principal amount of Series
is hereby expressly limited
to no more than
that may be issued under this Indenture, except for
as provided for in Section 210 herein, is expressly
Inden-
Revenue Bonds
limited
to no more than $20,000,000.
1979B Bonds
Additional
SECTION 202. ISSUANCE OF BONDS. The Bonds shall be
nated "Public Improvement Senior Revenue Bonds
(Watson
Series
Island
October 1, 1979,
at the respective'
of the
resolution
purchasers, such in
interest
thereafter on September; land March l.
in the denomination of
Project)" and "Public Improvement
1979E (Watson Island Project) They
and `shall bear interest from the
rates per annum as shall be
City awarding the Bonds to the
payable. March 1, 1980, and semi-annually
ofeach year. They' shall be;
or integrals thereof, and
on October 1 in each of the years and in the
amounts and interest rates as follows:
Principal Interest
Year Amount Rate
desig-
mature
shall ma
principal
$5,000 each,
Series 1979A,
Bonds,
shall be dated
Revenue
date thereof
authorized by
successful
36
The
shall be subject to
years forth
set
Amortization
shall
Series 1979A Term Bonds maturing on October 1,
mandatory redemption in the amounts and in the
hereafter make
installments
for
which
the
City shall
as required by Section 306 herein:
Principal Interest
Year Amount Rate
The Series 1979E Term Bonds maturing on October
years
be subject to mandatory redemption in the amounts and in the
set ' forth hereafter, for which the City. ' shall make
Amortization Installments as required by Section
Year
306 herein:
Principal Interest'
Amount Rate
The principal of the Bonds shall be payable, without
deduction for service of Paying Agents, to :the owner upon
presentation and surrender of the Bondsas they, respectively,'
become due at the principal office of the Paying. Agents. Interest
registered Bonds or on coupon Bonds . registered as to
on fully
principal and interest shall be payable in accordance with, the
provisions of Section 208 hereof. Payment shall
money of the United States of America.
SECTION 203. EXECUTION; LIMITED OBLIGATION. The
be made in lawful
Bonds :shall
be executed on behalf of the City with the official 'facsimile
37
they
thereto
unti
or manual signature of the Mayor or Vice Mayor and attested with
the official facsimile or manual
or Deputy City Clerk, provided
signature of the City Clerk
that at least one of
such
signatures• shall be manually subscribed, and shall have impressed,
imprinted or otherwise reproduced thereon the corporate seal of
the City. The Bonds, together with interest thereon, shall
limited obligations of the City payable solely from the Trust
be
of the respectiveholders
.created hereby and other
Estate and shall be a valid claim
thereof against the 'Funds and accounts
hereby
held by the Trustee, which Pledged Revenues are
as :heroin provided, for the payment of all Outstanding
moneys
pledged,
pursuant to the terms of
for no other purpose than
price of and interest on such
Bonds
used
Section 304 herein, and shall be
:o'pay the principal and redemption
Bonds, except as may be otherwise
expressly authorized in this Indenture. The Bonds do not now and
shall never constitute a charge against the general credit or
taxing '`powers of the City of Miami,. Florida,' nor the State
Florida.
the
In any case, if any
Bonds shall
such Bonds
valid and
remained
officer
whose signature shall appear
of
on
the delivery of
shall nevertheless be
same as if he had
cease to be such officer before
such signature or such facsimile
sufficient for all
purposes, the
in office until delivery.
SECTION 204. AUTHENTICATION.;
shall be valid or obligatory for
1 a certificate ofauthentication on
Bond or coupon annexed
unless and
shall have been
any purpose
such Bond
substantially in the form herein set
of the Trustee upon any such
duly executed by the Trustee,
forth, and such executed certificate
Bond shall be conclusive evidence
ticated
that such Bond; has; been authen-
and delivered' under this' Indenture. The Trustee'
Certificate of Authentication on any Bond shall be deemed to:have
been executed by i't if signed by an authorized officer, of the
Trustee, but it shall not be necessary that the same officer"sign'
38
the Certificate, of Authentication on all of the Bonds issued
hereunder.
The Trustee shall not authenticate and deliver any coupon
Bonds unless all coupons annexed thereto and then matured shall.
have been detached and canceled, except as may be permitted under
208 hereof.
Section
SECTION 205. FORM OF BONDS. The Bonds, issued under this
Indenture shall be substantially in the form hereinabove:set forth
with such appropriate variations, omissions and insertions as are
permitted or required by this Indenture or the resolution of
City awarding the sale
and
of the Bonds.
SECTION 206. DELIVERY OF BONDS. Subsequent to the execution
delivery of this Indenture, the City shall, execute, and deliver
to the Trustee, and the Trustee shall authenticate
be issued in the aggregate principal amount
the Bonds
requested
by
the
0
City
and deliver them to the purchasers as may be directed by the City
as hereinafter in' this Section provided. Prior to the delivery by
the
Trustee of ; any ' of _ the Bonds, there ' shall be filed with the.
Trustee:
1. A `'copy, . duly certified by the
the resolution.
or resolutions
City Clerk or Deputy City
adopted and approved by the:
of this Indenture and
Clerk of
City, authorizing the execution and delivery
supplements thereto, and awarding
thereof and authorizing the issuance, sale and delivery of the
Bonds.
2.
the Bonds to the purchasers
An original executed counterpartof this Indenture.
Written opinion of nationally, recognized bond
coun
sel
expressing the conclusion that:
(a) This Indenture has been duly authorized, executed
and
3.
delivered by the proper officers of the City on behalf
the
the governing body of the City
thereby and constitutes
City after, authorization thereof by
pursuant to a resolution
and binding instrument enforceable inaccordance with its
the
legal
adopted
a valid
39
rights),
terms (except as the enforcement thereof may be
bankruptcy,
relating
insolvency,
moratorium
limited by
reorganization or other
to or affecting generally the enforcement of
laws
creditors'
and the Bonds have been validly authorized and' executed
when authenticated and delivered pursuant to the request of
the City, will be valid and legally binding limited; obligations :of
the City enforceable in accordance with their terms (except as
aforesaid) entitled to the benefits and security created by. this
Indenture;
and,
(b)
it
to permit
this Indenture
The City has sufficient title to'the Project. Site
to` own: and operate the Project as contemplated by.
and the Agreement and to carry out its obligations
under this Agreement` and the Indenture.
rendering such` opinion, counsel may rely upon the
validation judgment of the Circuit Court if such judgment
final.
become
4. A request and authorization
the City and signed by the 'Mayor` o
Deputy City Clerk to authenticate
the Trustee on
has
behalf
Vice Mayor and City Clerk or
and deliver the Bonds the
of
aggregate principal amount as stated in said request and authori-
zation to the purchasers therein identified upon payment to the
the account of _ the City of a sum specified in - such.
authorization, plus accrued :'interest thereon to.`the
Trustee for
request and
date of
and dep
delivery. Such proceeds shall be paid over to the Trustee
osited to the credit of the various funds as hereinafter
provided under Article IV
hereof.
SECTION 207. MUTILATED, LOST, STOLEN OR DESTROYED BONDS. In`
the event any Bond or coupon is mutilated, lost, stolen or
destroyed or improperly canceled, the City shall execute and the
Trustee shall authenticate a new Bond or coupon, as the case may
be, of like date maturity and denomination as that mutilated,,,
any
lost, stolen or destroyed; provided that in the case of
mutilated
Bond or coupon,
such
mutilated Bond orcoupon, together
40
with, if a Bond, all coupons (if any) appertaining thereto, shall
be surrendered to the Trustee, and in the case of any lost, stolen
or destroyed Bond or coupon, there shall be first furnished to the
City and the Trustee evidence of any such loss, theft or destruc-
tion satisfactory to the City and the
Trustee, together
with.
satisfactory to them. In the event any such Bond or
shall have matured or be about to mature, instead of
a, duplicate Bond or coupon, the City may `direct
pay the same without surrender thereof upon the
furnishing of satisfactory evidence and indemnity as in the case
new Bond or coupon. The City' and the Trustee may
charge the holder or owner of such Bond with their reasonable fees
in this connection, including, but not limited to,
coupon
issuing
Trustee to
indemni ty
of issuance of a
and expenses
the
the
cost of printing such replacement Bond. Such duplicate Bonds
or coupons shall inall respects be identicalwith those replaced
exceptthat;; they shall
bearon their
face the following
clause:
"This [Bond or`coupon] is issued to replace a lost,
destroyed Bond."
Every new Bond or coupon issued pursuant to this
shall, with respect to such Bondor coupon, constitute an addi-
tional contractual obligation of the City, whether or not the
lost, stolen or destroyed Bond or coupon shallbe found at any
stolen or
Section
shall be entitled to all the benefits of this Indenture`
with any and all other Bonds and coupons duly issued hereunder
extent herein provided . All Bonds and coupons shall be
d d on the express condition that the foregoing
this Section are exclusive with respect' to' the
owned
time, and
to the
held an
provisions of
replace
ment
or payment of mutilated, lost, stolen or destroyed
and coupons and shall preclude any and
Bonds
remedies, notwithstanding
any law or
all rights or
statute existing or hereaf ter
enacted to the contrary with respect to the replacement or payment
of
negotiable
surrender.
instruments or other securities without their
41
. REGISTRATION OF BONDS;
SECTION 20$
OWNERS. Each of the Bonds issued hereunder shall
negotiableand pass by delivery but shall be subject
tration as hereinafter provided as to principal only or a
PERSONS TREATED`
be
0
AS
fully
reg is
o both
registration
principal and interest in the name of the owner on
books to be provided for that purpose by the City at the principal
office of the Trustee, as Bond Registrar. Upon presentation at
said office, any of the. Bonds may be registered as to principal.
only and such registration shall be
evidenced by notation to that.
effect by the Bond Registrar in the registration the
reverse side thereof, after which no transfer thereof shall be
valid unless made at the written request 'of the registered owner
on said registration books and similarly endorsed thereon. Such
registered Bonds may be thus transferred to bearer whereupon
transferability by delivery shall be restored but the Bonds may
again, from time to time, be registered or transferred as `before.
Such
registration of any, of the
transfera
appertain
Bonds. or
blank on
Bonds shall not affect
the
of the interest coupons thereunto
bilityby delivery only
.ng, provided that if, upon registration of
at any time thereafter whileregistered in the name of
any such
the owner, the unmatured coupons attached evidencing interest to
be thereafter paid thereon shall be surrendered to said Bond
Registrar, a statement to that effect will beendorsed on the Bond
and thereafter interest evidenced by such surrendered coupons will
be paid by check or draft by said Bond Registrar at the times.
provided therein to the registered owner by mail to the address
shown on the registration books. Each of the Bonds, when
converted into a Bond registered as to both principal and
interest, may be reconverted into a coupon Bond at the written
of the registered owner and upon presentation at the
e of said Bond Registrar. Upon such reconversion, the
representing the interest to become due thereafter to the
of maturity will be attached to the Bond and a statement will
request
off is
coupons
date
• 42
be endorsed thereon
registered as
shall be made
and transfer hereinabove granted,
any such registration or transfer
then
No charge
tO- any Bondholder for the privilege of registration
requesting
orother
but
any Bondholder
shall pay any
governmental charge required to be paid with
to principal (except.
to any.
by
said Bond Registrar
to principal alone or payable
tax
respect: thereto..
As
1
person in whose name. the same shall be registered shall bedeemed
and regarded as the absolute owner thereof forall purposes and
Bond registered as
payment of or on account .of the
on any such Bond shall be T made.
to
bearer), the
if any,
the
registered owner thereof, or his legal` representative, and neither
the Bond Registrar
the City,
shall be
affected by any notice to
tration may
be changed
the contrary, but such
regis-
payments.
shall be valid and effectual to satisfy and discharge the lia-
bility upon such Bond to the extent of the sum or sums so paid.
The City and the Trustee may deem and treat the bearer of any Bond
which shall not at the time be registered as to principal (except
to bearer), and the bearer of any coupon appertaining to any Bond,
whether such Bond be registered as to principal or
absolute owner of such Bond, or coupon,
overdue
such Bond or
receiving payment
thereof and for .all other,: purposes
and neither the City nor the Trustee or any Paying Agent shall be
affected by any notice to the contrary.
SECTION 209. ADDITIONAL SENIOR REVENUE BONDS. Additional,
bonds on a parity with the Series 1979A Bonds, may be issued at one
time, or from time to time, for the purpose of: (a) enlarging,
expanding. or modifying the Project or repairs to the Project of
major nature arising from casualty
after completion of the Project; (b) refunding any and all.
Outstanding Series 1979A Bonds and/or Additional Senior Revenue
43
or unanticipated conditions°
any combination of the foregoing, and,
are secured under this Indenture. A series of Additional Senior
parity with the
Series
197,9A Bonds
theretofore or thereafter issued. Before a series of Additional
Revenue Bonds on
authenticated
following items:
(1) A copy, duly certified by the . City. Clerk or. Deputy
City Clerk of the resolution or resolutions adopted and approved
by the City Commission authorizing the execution and delivery of
such Additional Senior Revenue
parity with the Series 1979A Bonds are
there shall
be delivered
the supplemental indenture securing
the Trustee the
Bonds and awarding such Additional Senior Revenue Bonds.
purchasers thereof and
of such Additional
to the
authorizing the issuance, sale and delivery
(2) An original executed counterpart of any amendment
or supplement to this Indenture necessary to provide for payments
sufficient in amount
Funds
o make: all required payments intothe
in order to pay when due the Bond. Service Requirement on all
Bonds then to be Outstanding required by this
amendment or supplement thereto;
(3) In the case of issuance of Additional.
Indenture
and any
Senior
Revenue Bonds for... the purposes set forth in clause, (a) above,
written financial feasibility study of the Financial and ,Manage-
ment Consultant stating that (i) that such
expansions, modifications,
or repairs are reasonably
enlargements ,
necessary for
meeting the existing or ;prospective demands for recreation and
amusement in the Miami metropolitan area; (ii) the, average Net
Operating Revenues for the two Fiscal Years immediately preceding
the issuance of such Additional Senior Revenue
Bonds ``must have
been equal to at least .two times the Maximum Bond Service Require-
ment payable in each year
on the Series 1979A Bondsand
the Maximum BondService Requirement payable
Outstanding Bonds and, on the basis of a
average Net Operatin
1.60 times.
1
reasonable estimate, the
44
three
Fiscal Years
Revenue
repairs
Revenue
after the issuance of the Additional Senior
Bonds for any enlargement, expansion. or modification of` or
to the.Project to be financed with such Additional'_ Senior
Bonds shall be equal to at least. two (2)
Bond Service Requirement
Outstanding Series
Revenue
times the Maximum
payable in any succeeding year on all
1979A Bonds , including the Additional Senior
Bonds proposed to be issued;
(4)` In the case of issuance of Additional Senior
e set forth in clause (a) above, the
Revenue, Bonds for the .purposes
certificate of the Independent Project Consultant stating, that
enlargements, expansions, modifications or repairs are'.
reasonably necessary to the proper and economical operation_ of the
such
Project that
the design
of the proposed enlargement, expansion,
modification or repair of the Project is adequate
purpose;
(5) The written 'opinion of
counsel expressing the conclusion that:
(a) The indenture supplemental hereto providing
issuance of the Additional Senior Revenue Bonds has been
authorized, and delivered by the,
achieve
such
for the
duly
tutes
executed
a valid and legally
accordance with its terms
be limited
nationally recognized bond
City and consti
bindinginstrument enforceable in
(except as the enforcement thereof may
by bankruptcy, insolvency,
relating to or affecting
or other laws'
moratorium, reorganization
the enforcement
Senior Revenue Bonds
and, when authenticated
generally
of creditors' `rights), and the Additional.
have been validly authorized and executed,
be valid
and delivered pursuant to the request of the City, will
and legally binding limited obligations of the City enforceable
entitled to
in accordance: with their
terms (except as
the benefits and security created by this
(b) The issuance of such series of Additional Senior
Revenue Bonds will not adversely affect the exemption from Federal
aforesaid)
Indenture; ; an
45
income taxation on the interest paid
will not cause the. Series 1979A Bonds, or the Series
become "Arbitrage Bonds" under Section 103(c) of the
Revenue Code of 1954, as amended, and
under that section.
(6) A certificate of the Authorized City Representative
stating that a default . or event of default or a state of
giving of the notice required hereunder would
or an event of default does not exist under the
that upon the
a default.
Indenture.
on any Outstanding Bonds and
1979E
the regulations
Bonds to
Internal
prescribed
facts
become
When the foregoing documents have been duly filed and the
Trustee;. shall have determined that no default exists under this,
Indenture, and the Additional Senior Revenue Bonds have been
executed and authenticated, the Trustee shall deliver them to or
upon the order of the purchasers thereof, but only upon payment to
the Trustee of the specified sum set forth in the request and
authorization referred to in this Section.
The supplemental indenture shall provide for an increase in
the amount on deposit in the Series 1979A Reserve Fund, for an
increase in the Reserve Requirement caused by the issuance
Senior Revenue Bonds by either or a combination
the Requirement from the
of the Additional
of (i)° funding
proceeds of
deposit of
incremental Reserve eguire
the Additional Senior Revenue Bonds or (ii)` the
money or Eligible, Investments. All such
Bonds shall be dated, shall, have interest
Senior Revenue
dates
on Oct
Additional
payment
of October 1 and/or April 1 of each year, <and shall mature
Ober, of each year of maturity. All such Additional Senior
Revenue
1
Bonds will be issued, executed and authenticated
same manner
received.
supple
shall
the
as herein provided for in this Article, and all moneys'
therefrom shall
be applied as provided in
the
Bonds
mental indenture. Such Additional Senior Revenue
be on a parity and rank equally with the Series 1979A Bonds
initially issued
under ; this Indenture as to lien on
46
and source
and security for
payment
from the Pledged Revenues and Funds and
in all other respects except as otherwise provided herein,
of the provisions of this Indenture, except; asto details incon-
sistent therewith, shall apply to and be for the benefit
security and protection
Revenue
of the
(excluding
Bonds
as
of the owners of
fully and
and all
and.
such Additional' Senior
to the same extent as for , the
holders
Outstanding Bonds initially issued hereunder. The proceeds
accrued interest and any amounts required to be
deposited
in the Reserve Fund, if any) of all Additional Senior
Bonds issued' under the provisions of this Section, other
for the purpose of ,refunding Bonds, shall be' deposited with"
in a construction fund and used solely for the purpose
said Additional Senior Revenue Bonds were authorized to
The amount of accrued interest and Reserve
Trustee
Revenue
than
the T
for which
be issued.
deposit,
if any, shall
the appropriate fund
be deposited with the Trustee
or account. "`Moneys
in such
0
Fund
the credit
a construction
fund shall be withdrawn only upon requisition executed and
filed
in accordance with the. requirements of the applicable provisions
of this Indenture relating to disbursements from the ;Project"
Construction Fund.
SECTION 210. ADDITIONAL REVENUE BONDS. Additional bonds on
a parity with the Series 1979E Bonds may be issued at onetime, or
from time to time, for the purpose of: (a) providing any necessary
additional funds required to complete construction ,of%the Project;..
(b) repairs to the Project of a major nature arising from casualty
or unanticipated conditions; (c) refunding any and all Outstanding
(d) undertaking such enlargements, expansions, modif'ica
or repairs as are necessary for' meeting the: existing or.
Bonds;
tions,
prospective demands for recreation and amusement in the°Miami
metropolitan area; or (e) any combination of the foregoing, and,
if issued, are secured under this Indenture. A series of
Additional Revenue Bonds shall be on a parity with .the Series
1979E Bonds theretofore or thereafter issued. Before a" series of`
Additional Revenue Bonds on' a parity with the Series"1979B' Bonds
47
are authenticated
following items:
there
shall be delivered to the Trustee the
1. A copy, duly certified by the City Clerk or Deputy City
Clerk ofthe resolution or resolutions adopted and
Commission authorizing the execution and d
?livery
City
approved by. the
:of the
supplemental indenture securing such Additional Revenue Bonds and
such
Additional Revenue
Bonds
to the purchasers thereof
of such Additional
awarding
and authorizing the issuance, sale and delivery
Revenue Bonds;
sup
payments
the
all
made.
2. An original executed
element to the Indenture necessary to provide for
counterpart of
any amendment or
pledges and
into
sufficient in amount to make all required payments
Funds in order to pay when due the Bond Service Requirement on
Bonds then to be Outstanding and any payment required to
into the Renewal and Replacement` Fund required by
in amendment or supplement thereto;
Indentureany
3. The certificate of the Authorized City. Representative
be
this
the amount of Guaranteed Entitlement Revenues' and other
pledged Non -Ad Valorem Revenues and Taxes collected by the City
for the payment of the Series 1979B Bonds and Additional Revenue.
that
Bonds under this Indenture and
will
Bond
continue to
Service
any supplemental indenture are
be at least equal to 1.15times the.
and
Maximum
Requirement on the Series, 1979B Bonds and all
AdditionalRevenueBonds;
4. In the case of issuance of Additional Revenue Bonds
es set forth in clause (b) and (d) above, a
feasibility study of the Financial and Management
stating that (i) that such enlargements,
the purposes
financial
Consultant
for
written
expansions,
modifications, or repairs as reasonably necessary for meeting the
existing
or prospective demands for recreation and
the Miami.
Revenues
preceding
the
Operating Revenues
metropolitan area;
the Project for the two
amusement in
average Net Operating
iscal Years immediately
Additional Revenue Bonds, and on
reasonable estimate, the
to be derived for
average annual Net
the first three Fiscal Years
48
f ,operation
for
to
of ter the
issuance of the Additional
Revenue Bonds
repairs
any such enlargement, expansion or modification of or
the Project to be financed with such Additional
have been and will be> equal to 'at least 1.60: times the
must
Maximum
including
5. ` In the case
the purposes
Revenue Bonds
Bond Service Requirement on all Outstanding
the Additional Revenue Bonds proposed to be issued;
of issuance of
set forth in clause (b)
Bonds,
Additional Revenue Bonds for
above, the certificate of the
enlargements,
Independent Project" Consultant stating that such
expansions, modifications or repairs are reasonably necessary to
the proper and economical operation of the Project and that' the
of the proposed enlargement, expansion, .:mod ification, or
design
repair
6. T
expressing
of the Project is adequate to achieve such
he written opinion of nationally counsel
the conclusion that:
(a) The indenture supplemental hereto providing for`.
the issuance of the. Additional Revenue Bonds has been duly
authorized, executed and delivered by the City and constitutes a
valid and legally binding instrument enforceable in accordance.
with its terms (except as the enforcement thereof may be, limited
by bankruptcy, insolvency, moratorium, reorganization orother
laws
purpose;•
recognized bond
relating to or affecting generally the enforcement o
and the Additional Revenue Bonds have been
creditors' rights),
validly authorizedand
executed, and,; when authenticated and
` to the request of the .City, will : `be valid and
limited obligations of the City,'enforceable
delivered pursuant
legally binding
accordance with
benef its
and
their terms` (except as aforesaid)
entitled to
in
the
security created by this Indenture; and
(b) The issuance of such series of Additional
Revenue Bonds wil
l
income
will
taxation
not cause
not adversely affect the exemption from Federal.
on the interest paid on any Outstanding Bonds and
the Series 1979A Bonds or the Series- 1979B Bonds to
49
become "Arbitrage Bonds" under Section 103(c)
Revenue Code
under
of 1954
that section.
7. A certificate
stating
that uponthe giving of the notice required hereunder would become
default event of default does not exist under
the
Internal.
s amended, and the regulations prescribed
Representative
that a default
or an
Indenture.
When the
Trustee.
shall
Indenture,'
►a
authenticated,
the purchasers thereof, but
of
the
of the Authorized City
or event of default or a . state
of
facts
the
foregoing documents have been duly filed and the
have determined that no default exists under this
the Additional Revenue Bonc3s have been executed and
the Trustee shall deliver them to. or upon the order
only upon payment
o the Trustee of
specifiedsum set forth in the request and authorization
referred
inte
and
Add i
to in this Section.
All such Additional Revenue Bonds
rest payment dates of October
shall be datedshall
1 and/or April. 1 of each "year,
have
such
shall mature on October 1 of each year of maturity. All
tional Revenue Bonds will be issued, executed. and
authenticated
in the same manner'. as herein
provided for in this
Article, and all moneys received therefrom shall be: applied as
provided in the supplemental indenture. Such Additional Revenue
Bonds shall be on a parity, and rank equally with the Series
1979E
Bonds
source
Funds
initially issued under this Indenture as lien on and
' and security for payment from the Pledged Revenues and
and in all other respects except as otherwise provided
herein, and all of the provisions of this Indenture, except as to
details inconsistent therewith, shall apply to and be for the
benefit and security and protection of the, owners of such
Bonds as fully and to the same extent"as for
Additional Revenue
the holders
The
of the Outstanding Bonds initially issued hereunder.
proceeds
Revenue
(excluding accrued interest) of all Additional
Bonds issued under the provisions of this Section, other
50
shall be deposited with
solely
the purpose
for
the purpose of refunding Bonds,
tee in a` construction fund and; used
said Additional Revenue. Bonds were, authorized to.
The amount of accrued interest, shall be: deposited with
to the credit of the appropriate. fund or account.
in such a construction fund shall be withdrawn only upon
executed and filed in accordaflCe .with the requirements
than for
the Trus
for which
issued.
the Trustee
Moneys
requisition
of
dis
the applicable provisions of the Indenture
bursements from the ProjectConstruction Fund.
be
relating to
SECTION 211. ISSUANCE OF OTHER OBLIGATIONS. The City will
not issue any other obligations, except under the conditions and
in the
manner provided herein,
payable
from the Pledged Revenues
to be created any debt,
nor voluntarily create or cause or permit
lien, pledge, assignment, encumbrance or other charge having
priority to or being on a parity with the lien of the Series 1979A
or Series 1979B Bonds and the interest thereon, upon '.the Pledged
Revenues. Any other obligations issued by the Issuer in addition
to the Series 1979A>or.Series 1979B Bonds herein authorized or the
Additional Senior Revenue Bonds and Additional Revenue Bonds
provided for in Sections 209 and 210 above, payable from• the
Pledged Revenues shall contain an express statement that such
junior and subordinate in all respects to the
1979A or Series '1979B Bonds, herein authorized, as to lien
obligations are
Series
on and source and security for payment from the
Pledged Revenues.
51
(hereinafter
"Guaranteed
ARTICLE III
CREATION, CUSTODY AND APPLICATION; OF FUNDS;
APPLICATION OF BOND PROCEEDS AND PLEDGED REVENUES
SECTION 301. CREATION OF FUNDS. There are ".'hereby created
and established with the Trustee the following Funds:
(A) The "City of Miami (Watson Island Project). Revenue
Fund," to the credit of,which deposits shall be made as required
by Section 305
and Section 306 herein;
(B) The "City of Miami (Watson
Island
Project)
Guaranteed
Entitlement Revenues Fund" (hereinafter sometimes called
Entitlement Fund"), to the credit of
be made as required by Section 305 herein;
(C) The "City of Miami (Watson Island Project)
," to the credit of which deposits shall be
shall
Fund
by Section
303 and Section 306 herein.
the
which deposits
Debt
Service
made'' as required
such Fund there shall
be maintained the following accounts: The "Series 1979A Interest
Account"; the "Series 1979A Principal Account"; the "Series 1979A
Redemption
Account"; the
"Series 1979B Principal
"Series 1979B Interest Account"; the
Account"; and
the "Series`19798
Redemption
Account".
(D) The "City of Miami (Watson- Island Project) Reserve Fund"
sometimes `called the "Reserve Fund"), to.. the credit
which deposits shall be made as required by Section 402
of
herein.
(E) The
"City of
Construction Fund"
made
inden
as required ` by
ture relating
Miami (Watson
the credit of whi'
Section 303 herein and by
Additional: Senior
Island Project) Project
ch such deposits shall be
any supplemental
Revenue Bonds or
Additional Revenue Bonds. The City may also the.
Project Construction Fund the proceeds of governmental grants or
other City
deposit in.
funds which shall be treated and disbursed similarly to.
the proceeds
of the Bonds on deposit in such Fund unless
governmental grant restricts or requires specific treatment of
such:, grant
funds.
(F) The "City of Miami (Watson Island Project) Renewal and..
Replacement Fund", to the credit of which such deposits shall be
made as required by Section 306 herein and by any supplemental
relating to Additional Senior Revenue Bonds or
indenture
Additional Revenue Bonds;
SECTION 302. CUSTODY OF PROCEEDS. When the Series 1979A
and Series 1979B Bonds shall have been, executed and authen-
as required 'in this Indenture, the Trustee shall deliver
Bonds at one time to, or upon the order of, `the purchaser
in the resolution of the City authorizing the issuance'. of
Bonds, : but only upon payment to the ' Trustee of
of Bonds<` together with
ticated
Bonds
said
named
the
price.
said
the purchase'
accrued interest thereon.
Trustee shall then become custodian of the proceeds of the Series
1979A Bonds and Series 1979B Bonds, and shall deposit such
proceeds in the trust funds established with. the Trustee as
provided in this Indenture and administer the same as herein
provided.
SECTION 303. APPLICATION OF PROCEEDS OF BONDS. All moneys
received from the sale of the Bonds shall be deposited by ;the
Trustee and applied as follows:
(A) All accrued interest and premium, if.any, received upon
the Bonds plus the amounts of $ , and $ ,
which sums shall be,. used to pay the interest on "the Series 1979A
and Series 1979E Bonds, respectively, coming due on each
payment date to and including October 1, 1983, and;
respectively, shallbe deposited in
the sale of
Bonds
interest
the
respective Interest' Accounts in the Debt Service Fund.
('B)
for the
Fund.
An amount equal to the Maximum Bond Service Requirement
Series 1979A Bonds shall be deposited
the Reserve
(C) The remaining moneys shall be deposited in the Project
Construction Fund and shall, be used to pay the costs authorized in
Section 307. The Trustee is hereby authorized and directed
53
issue its check or transfer by electronic or other methods
sufficient funds for each disbursement required by provisions
this Indenture. The City covenants and agrees to take all
necessary and appropriate action promptly in approving
ordering all such disbursements.
SECTION 304. SECURITY AND SOURCE OF PAYMENT OF, BONDS.
of
and
provided herein, the Bonds; shall be payable solely from the
Pledged Revenues and Funds and secured by a pledge and assignment
of the Pledged Revenues payable into the Funds and further secured
by the Indenture. Nothing in the Bonds nor the Indenture shall.
constitute general obligations or indebtedness of the City
the 'meaning .of the Constitution of
"Bonds" within
Series 1979A Bonds shall be payable solely from
first and prior lien upon and a pledge of the Pledged Revenues
all Funds , except the ;,Guaranteed
and superior to all other liens
Revenues and Funds
Fund
except
and as to the Series
and secured by
Revenues and o
Revenues
n
19
Entitlement
as
Florida. The
and secured by a
and
Revenues. Fund prior
and encumbrances
on ` such Pledged
the Guaranteed Entitlement Revenues
79B solely from
upon and pledge of Pledged
Bonds shall be
junior lien
all Funds except the
Fund subordinate only
Bonds and Additional Senior. Revenue
and Funds and a first and prior lien on t
payable
the
Guaranteed Entitlement
the lien of the Series
Entitlement
Guaranteed
not
shall
any of
purpose
Bonds on the Pledged
1979A
Revenues
Guaranteed
and Taxes, except
Revenues and Non -Ad Valorem: Revenues
Entitlement Revenues provided, however,
prevent the City from pledging specifically
the Non -Ad Valorem. Revenues and Taxes for
so long as the total `amount of Non -Ad
and Taxes and Guaranteed
foregoing
hereafter
any other lawful
Valorem Revenues
the
Entitlement Revenues collected
in
each of
the two previous Fiscal Years exceeds 1.25 times the Maximum Bond
Service Requirement on the Outstanding Series 1979E Bonds and any
Outstanding Additional.
subsequent pledge:
Guaranteed Entitlements
obligations
1979E Bonds
Revenue Bonds.
of the Non -Ad
Any such
permitted
Valorem Revenues and Taxes except
shall be on a parity with the City's
to make the payments provided for herein on the Series
and Additional Revenue Bonds.
54
t
No holder or holders of any 1979 Bonds issued hereunder or of
any coupons appertaining thereto shall ever have the right to
compelthe exercise
of the ad valorem taxing power of the City or
taxation in any form of any real or personal
pay principal of and interest on the Bonds.
SECTION 305. CUSTODY OF PLEDGED REVENUES. For as long
property therein to
as
Bonds .shall 'be
any of the principal of and interest on any of the
outstanding and unpaid or until there shall have been set apart in
the Debt Service Fund, created in Section 301(c),
Fund created in Section 301(d), 'a sum sufficient
the entire principal of the Bonds remaining unpaid, together with
interest accrued
the holders of an
and to accrue thereon, the City
y and all of the Bonds as follows:
covenants with
A. REVENUE FUND. The entire Gross Revenues shall upon
receipt thereof on a daily basis be deposited in the Revenue Fund.
Revenue Fund shall constitute a trust fund for
Such
equal
and the Reserve
to pay when due
the purposes
herein provided and used only for the purposes and in the manner
herein provided.
B. GUARANTEED ENTITLEMENT REVENUES FUND. The Non -Ad Valorem
Revenues and
Taxes and Guaranteed Entitlement Revenues shall be
promptly deposited in the Guaranteed Entitlement Revenues Fund.
Upon receipt of Guaranteed Entitlement Revenues and other Non -Ad
Valorem Revenues and Taxes,
deposit
if required, the
the Guaranteed Entitlement
to the current Bond Service Requiremen
Entitlement. Revenues Fund shall constitute a
City shall place on
Revenues Fund an amount
purposes herein provided.
Bonds
Such Guaranteed
rust '`fund for
SECTION 306. DISBURSEMENT FROM REVENUE FUND.
remain Outstanding, all revenues derived from
operation of the Project shall' be deposited in the
All moneys on deposit in the Revenue Fund shall
meet
the then
current
the
Sc long as any,
the use
or
Revenue Fund.
first be used to
requirements of the Costs of Operation and
Maintenance of the Project.
time remaining on deposit ii
Cost of Operation and Maintenance of the
55
All Net Operating Revenues at any
the Revenue
Fund after payment of
Project shall be disposed
of monthly, to the extent provided herein, but not later than the
twenty-eighth (28th)
immediately following delivery of` the Bonds only in the
manner and in the following order of. priority:
(1)
day of each month commencing
in
the month
following
From the moneys remaining in the Revenue Fund,
the
credit
Trustee shall next deposit int
o the DebtService . Fund, and
to the following accounts, in the following order, the
identified sums:.
(a) Series 1979A Interest Account: Such sum as will be
sufficient, together with the funds then on deposit therein,
pay
1979A Bonds
together
therefor.
one -sixth (1/6) of
on the
all
next
interest
semi-annual
with any feesor charges of the
following
becoming due on :.the
interest
Trustee a
to
Series
payment date,
d Paying Agents
(b) Series 1979A Principal Account: Beginning of
day of the month which is twelve (12) months prior to
principal maturity date and monthly thereafter, such sum as
first
the
first
will
be sufficient, together with the funds then on deposit therein,
one -twelfth (1/12) of the principal on the Series 1979A Bonds
to
pay
on the nextprincipal maturity date.
(c) Series 1979A Redemption Account:. Such sum as will
Installment established for
be sufficient to pay any Amortization
the mandatory. redemption of
801
of this Indenture and
premium,
Issuer
necessa
Series 1979A Bonds required by Section.
other amounts payable as principal or
if any, as a result of
mandatory or optional redemption.
(2) From the moneys on deposit in the Revenue
shall next deposit into
ry to make the balance in
the Reserve Fund
Fund the
the
amount
such Account payments equal
the Reserve Requirement and shall continue until
such Account is equal to the Reserve Requirement.
in
then such deposits shall" be
the Reserve Requirement..
to
to
the . balance in
If the balance
such Account should be reduced below the Reserve Requirement,
resumed until such balance is restored
56
(3) Upon the issuance of any Additional Senior Revenue
Bonds under the terms, limitations and conditions as are provided
in Section 209 of this Indenture, the payments into the several
accounts in the Debt Servi.ce Fund shall be increased by such
amounts as shall be necessary to make the payment for the
principal of, premium, if any, interest on and reserves for such
Additional Senior Revenue Bonds on the same basis as hereina1)ove
provided with respect to the Series 1979A Bonds initially issued
under this Indenture.
The City shall not be required to make any further payments
into the Series 1979A accounts in the Debt Service Fund or into
the Reserve Fund when the aggregate amount of money in both such
accounts in the Debt Service Fund and the Reserve Fund is at least
equal to the total Bond Service Requirement for all Bond Years of
Series 1979A Bonds and/or Additional Senior RevenueBonds then
Outstanding, plus the amount of redemption premium, if any, then
due and thereafter to become due on such Series 1979A Bonds and/or
Additional Senior Revenue Bonds then Outstanding. (4)(a) Series 1979B Interest Account: Such sum as will
be sufficient, together with the funds then on deposit therein, to
pay one -sixth (1/6) of all interest becoming due on the Series
1979B Bonds on the next semi-annual interest payment date,
together with any fees or charges of the Trustee and Paying Agents
therefor.
(b) Series 197913 Principal Account: Beginning on the
first day of the month which is twelve (12) rrtorttlls prior to first
principal maturity date and monthly thereafter, such sum as will
be sufficient, together with the funds then on deposit therein, to
pay one -twelfth (1/12) of the principal on the Series 197913 Bonds
on the next principal maturity date.
(c) Series 1979B Redemption Account: Such sum as will.
be sufficient to pay any Amortization Installment establ.ished for
the Mandatory Redemption of Series 1979B Bonds required by Section
57
•
202 of this Indenture and other amounts payable as principal, or
premium, if any, as a
result of mandatory or optional redemption.
Upon the issuance of any
terms,
Additional Revenue Bonds under
limitations and conditions
as are provided, ' in °Section
the
210
Series1979B
of this Indenture, the payments into the several
accounts in the Debt Service Fund shall be increased by such
amounts as shall be necessary to make the payment for
principal of, premium, if any, and interest on such Additional
Revenue
Indenture.
The City shall not be required to make any further
into . the Series 1979B accounts in the Debt Service Fund
aggregate
the
payments
when the
amount of money in the Series 1979B accounts in the. Debt
Fund is at least equal to the total Bond Service Require
for all Bond Years of Series 1979E Bonds and/or Additional
` Bonds then Outstanding, plus the amount of` redemption.
um,.if' any, then due and thereafter to become due on such
Service
ment
Revenue
prem i
Series
1979B
Bonds
and/or: Additional Revenue
Outstanding`.'
(5) From the moneys on deposit in the
Trustee shall next deposit into ` the Renewal and
an
Bonds.
then
Revenue Fund the
Replacement Fund
amount equal to one -twelfth (1/12) of `:five percent (5%) of
Gross
the
Revenues received during the immediately preceding fiscal
year or such greater amount as the Financial and Management Con
is necessary to maintain,.
sultant shall certify <to the Trustee
renew and replace the improvements on the Project Site=, but, in any
than $ , such deposit to be continued to
event not
less
be made for the purpose of this Fund.
(6). From the moneys on deposit in the Revenue Fund,
retained in the Revenue Fund
there shall be.
Account an adequate sum
in a Working Capital'
as reasonable working capital equal t
58
least 25% of Costs of Operation and Maintenance of the Project
shown in the annual budget adopted by the City as provided in
604
Section
addition
shall by
Completion
hereof for the then
current year provided that in
the - City
o such'. reasonable working capital reserve,
the end of the twelfth calendar month', following.
Date at all times- thereafter maintain in
Capital Account
the
such Working
an additional unencumbered balance of $100,000-in.
cash or':Federal Securities.
payments or deposits have
any
been made shall be paid over to the City
and may be used for any lawful purpose; provided, however, that
none of said money shall be used for any purposes other than those
hereinabove specified unless` all current payments,
deficiencies for prior payments,. have been made in full and unless
the
City shallhave complied
provisions of
use
re im
this Indenture.,
fully with
including any
all the covenants
and
SECTION 307. DISBURSEMENTS FROM PROJECT CONSTRUCTION FUND.
(A) The City hereby authorizes and directs the Trustee
the moneys in. the Project Construction Fund to pay or
burse the following:
(i). Costs incurred directly or indirectly or or in
connection with the
Project including but not, limited to those;; for
preliminary planning and studies, architectural, legal,
engineering and supervisory services, labor.,
acquisition
development
Agreement.
services, materials,
the
in the
and installation including the
fee to the Manager as provided
(ii) Premiums
payment
Section
10
of
of
attributable to all insurance required t
out and maintained during the Construction Period with
to the` Project, the premium on each surety bond,; if any,
taken '
respect
required
assessments
during th;
with _ respect to` work on the Project, and taxes,
and other charges hereof that may become
e' Construction Period with respect to the Project.
59
payable
(7) At the end of each Fiscal Year the balance of
moneys remaining in the Revenue Fund after the above required
earnings
Project in op
that such
(iii) Costs incurred directly or indirectly in seeking to
enforce any remedy against
respect of any default under a contract relating. to the Project.
(iv) Financial, legal, accounting, appraisals,. title
any contractor
or subcontractor i
evidence, and printing and engraving fees, charges and
and all other such fees, charges and expenses i
connection with the authorization, sale, issuance and
the Bonds and the preparation and delivery of the Indenture and
expenses,
ncurred in
delivery of
other related documents.
(v) Fees and expenses of the Trustee and of any. Paying Agent
properly incurred under the Indenture that may become
the Construction Period.
(vi) Any other incidental and necessary costs
due during
including
without limitation any expenses, fees and charges, relating to the
acquisition, construction or installation of the Project.
(vii) Payment into the Debt Service Fund of
necessary, after application of all moneys in the Debt
Fund to the payment of principal and interest then due, to`
anyamounts
Service
interest to accrue on the Series 1979A Bonds and Series
Bonds . `to and during
construction
of the Project and for
than twelve months after Completion.
Costs incurred directly or indirectly
eration in order that Completion may occur;
costs shall be limited in amount to
the
pay
1979B
no more
in placing the
provided
investment
realized by<the Project Construction Fund.
(ix) All moneys in the Project Construction Fund (including
earned thereon by investment thereof) remaining; eighteen
after Completion and after payment, or provision for
in full of the costs provided for in the
moneys
months
payment,
preceding
subsections of this Section, then due and payable, shall upon
direction of the Authorized City Representative promptly
(i) transferred to the Renewal and Replacement Fund or be;
to the redemption of Series 1979A Bonds pursuant to
applied
the
be
i i,
the
60
Indenture, together with accrued interest thereon to the date of
redemption, or (iii) combination of any or all of the foregoing
as is
provided in
retained in
to this.
such direction; provided, that
amounts shall be
the Project Constructiofl. Fund by the Trustee pursuant
Section for payment of such 'costs not then due and
payable, and
any
full payment of
Authorized
(i).
subs
balance remaining of
such retained `;funds
all : such costs shall be used
after
directed by
City Representative in the manrier specified in
) or (iii) of this subsection.
the
clauses
Payments under the subsections above, except as provided.
ections (vii), ("viii) and (ix) and Section 307(B)
shall be
made
only upon the written
order of the
in
hereof',
Authorized City
Representative accompanying the invoices or other demands or
requests for payment approved for payment by the Authorized
Representative and by the Independent Project
Manager
prior to payment.
certify with respect
Consultant
The Authorized City. Representative, shall
to each such payment: (i) that no payment
with respect to any item to be paid for was ` theretofore
the Project Construction Fund or other funds available `to
costs, (ii) that each item for which
to be made is or was necessary in connection;with
construction or installation of the Project,
City has received' appropriate affidavits
payment of laborers and materialmen in connection"with. such
n the case of. any contract providing for the
of the contract price, there shall` be paid
acquisition,
(iii) that the
Project
proposed
the
written
order.
retention of a portion
initially from
remaining after
of any
be paid
made from
pay
the payment is
and
concerning
the Project Construction Fund only the net amount
deduction of any such portion, and when the amount
such retention
due and payable, then such retention may'
from the Project Construction Fund.
(B) The City, through the Manager, or otherwise, shall.
expend or commit to expend moneys from the Project
Fund with the result that the balances of the Funds other than
not
Construction
61
the Guaranteed Entitlement Revenue Fund, shall be smaller than the
Series 1979A Redemption Amount. The Trustee is authorized to make
disbursements from the Project Construction Fund
in excessof
Series 1979A Redemption Amount only after the following
cates have been delivered to the Trustee:
(1) A certificate signed by the Authorized
Representative setting forth4 the total amount;of Available Funds.
(2) A certificate of the Authorized Manager
Representative stating: (i) the estimated Completion. Date; (ii)
the amount of each Construction Contract including the
Purchase Order and the amount' of any and all other costs
to complete development of the Project through
Completion Date; and (ill) ' on ` the basis of the listed
the
each
necessary
estimated
Construction Contracts and
certif i-
City
amount of
the
the amount of all such other costsset
complete
pursuant to (ii.) above, it is possible to
merit of then Project within the Construction Period set
�n the Feasibility Study and: with available Funds, in th
forth
develop
forth
certificate of the Authorized City Representative.`
e
(3) A certificate of the Financial and. Management
Consultant stating that (i) the Project to be constructed and
equipped pursuant
the
Construction Contract
a) is
consistent,
(b) will
assumed in
following
with the
to ' the Plans and Specifications and
s
listed in the Manager's certificate (
Project described in the Feasibility
Study,
produce Net Operating;Revenues at least as great as
the Feasibility Study during the five (5) Fiscal Years
the Completion Date estimated by the Manager, and that
the debt service
(ii)
the Series
projected i
1979B'
the
coverage
Bonds
will
for
be
Feasibility Study
both the Series 1979A Bonds and
equal or greater than that
for the first five (5) Fiscal
t
Completion Date.
Years of operation of the Project
(4) The Independent Project Consultant shall deliver to
the Trustee a certificate stating (i) that the Construction
Contracts listed in the Manager's certificate provide for the.
62
following
such
construction of all facilities and the purchase of all equipment
necessary for completion of
the
Project pursuant to the Plans and
Specifications, ;(ii) that (a) the Plans and Specifications and <(b)
the improvements to the Project that will result. from the
Construction Contracts are both consistent with the design of
the
that
d' in
Project described in the Feasibility Study, and (iii).
Completion of the Project will occur within the period assume
the Feasibility Study.
(5) A certificate of the Authorized, City Representative
stating that a default or event of default or a state of
that upon the giving of the notice required hereunder would
a default or an event of default does not exist under the
facts
become
Indenture.
Upon the receipt of all certificates above described, the
Trustee will then permit the release of moneys in the Project
Construction Fund for the payment of costs payable from
Project
the
Construction Fund
in excess of the
the
limitation set forth in
first paragraph of this Section 307(B).
drawals. _ from
certification
the Project Construction Fund
required. in paragraphs (1). through
Additional with
will. require the
(5),
inclusive.
SECTION 308. DISBURSEMENT FROM DEBT SERVICE FUND.
The City
hereby authorizes and directs the Trustee to cause withdrawal of
sufficient
Series 1979
the Series
Account
and
funds from the Series 1979A Interest Account, the
B Interest Account, the Series 1979A Principal Account,
1979B Principal Account, the Series 1979A Redemption
the Series 1979B Redemption Account (and from the
other Funds in the order designated below.
Service Fund are inadequate) available for such p
principal of, premium, if any, and
Series 1979B Bonds
Bonds and the
payable (whether.
to any
paying,
t
stated maturity
mandatory sinking
or' transferring
fund
interest on
as the
by
if moneys in the Debt.
same become due and
redemption or pursuant
requirements),
for the
purposes of
necessary funds to Paying Agents to pay
63
said principal of, premium, if any, and interest on such Bonds,
which authorization and direction the Trustee hereby accepts.
If moneys in the Series. 1979A accounts
Fund
in the
Debt Service
are inadequate to pay the principal of, `premium, if any, and
interest on the Series 1979A
payable, the Trustee shall
Series 1979B accounts
make.
from
def
in
Bonds as
first
the 'same;'. become due
transfer money on deposit it
and
the
to the appropriate Series 1979A accounts t
up such deficiency except moneys which were deposited therein
m the Guaranteed Entitlement Revenue
iciencyshall note be satisfied, then shall
the following funds in the order listed:
Reserve
Funds; and
deficiency
Renewal
Fund and
transfer
such
any balance
�.f
Debt Service
and Replacement Fund, until
such
is satisfied. After. sufficient moneys are ' available to
pay the principal ` of, premium, if any,
and interest on - the Series
1979A Bonds as the same become due and payable
moneys in the Debt Service` . Fund to make
Series
1979B Bonds shall be satisfied by
any , deficiency of
h on the
suc
the
payments.
transfer of
balance in the following; funds in the order listed
Guaranteed Entitlement Revenues Fund; and (ii) Renewa
Replacement Fund, until such deficiency is
FUND.
satisfied.
SECTION 309. DISBURSEMENTS FROM RENEWAL AND
In addition to the transferof moneys,'
any
(i).
and
REPLACEMENT
o the Debt
Service
Fund, moneys deposited in the Renewal and Replacement Fund
be disbursed on the order of the Authorized
shall
City Representative
and the Authorized Manager Representative to pay
enlargements, expansions, modifications, or repairs to all or
of the Project including replacing machinery, equipment,.
buildings, rides, and other improvements which are worn ;;out,
portions
obsolete,
costs of
or susceptible of failure; because of use. Any equip-
improvements acquired
in the Renewal and Replacement Fund shall have an
ment, machine
ry, rides, or other.
deposited
estimated
useful life of five years or more.
64
from moneys
SECTION 310. DISBURSEMENTS FROM RESERVE FUND.
authorizes and
funds from the
or principal
The City .hereby,
directs the Trustee to cause withdrawal of
Reserve "Fund ;on or before each interest payment date
payment date in an amount sufficient to
of or interest on
Bonds on
Agents.
sufficient'
pay the' principal
the Series 1979A Bonds or Additional, Parity Revenue
such date and the fees and charges of the Trustee and Paying
SECTION 311.
All mo
Funds
neys at
DISPOSITION OF GUARANTEED ENTITLEMENT
any time on deposit in the
shall be disposed o
(1) If there is not sufficient revenues available in the
REVENUES' FUND.
Guaranteed Entitlement Revenues
Revenue
Interest
Fund tc.
the following manner in order
make the current required deposits. to the
priority:
Series 1979B
Account, Series 1979B"Principal Account and Series1979B'!
Redemption
herein,
Account ii
the Trustee
Revenues Fund
payments,
(2)
(1) above
payments;,
t
the Debt Service Fund as set
forth in
Section 306
shall transfer from the Guaranteed. Entitlement
e required amounts needed to make the above stated
including any deficiencies for prior payments.
Thereafter, but only after any deposits required by. paragraph
have been duly
any
made, including any deficiencies for prior
moneys'remaining -in said Guaranteed Entitlement •Revenues
•
Fund shall be returned to the City and may be°used by the City, for any
lawful purpose.
Funds
SECTION 312. INVESTMENT FUNDS. Moneys on deposit in t
and accounts created in Section 301 herein may be invested
and reinvested in Eligible
Investments which mature not later than
the dates on which. the moneys on deposit therein may be needed for
the purpose o
such Funds.
6` 5
II III1 u1II1111UUI
`made and be used for -the
All income on such investments shall be deposited in the
respective Funds andaccounts from which such investmentswere
until the
purposes thereof uniess,and
maximum required amount is on deposit therein,
shall be 'deposited in the Revenue Fund.
In determining the amount of any
amounts required to be
Indenture, all Eligible
of cost or market.
and.
thereafter
of the payments, balances or
made and maintained pursuant t
Investments shall be valued at the
66
the
lower
ARTICLE IV
FURTHER PROVISIONS AS TO FUNDS, PAYMENTS,
PROJECT AND AGREEMENT
SECTION 401. NON -PRESENTMENT OF BONDS OR COUPONS. In the
event any Bonds shall not be presented for payment either at
maturity
r ' at the date fixed
for redemption thereof, or in
event any coupons shall not be presented for payment at the.
date
thereof, if funds sufficient to pay such Bonds or
shall have been made
the
holder
may be
holder
available to the Trustee, for
the
due
coupons
the benefit of
or holders thereof, all liability of the City to
thereof
shall
discharged.;
for the payment ofsuch
forthwith
Bond or coupon, >"as , the
cease, determine and b
the
case
completely
shall be the duty of the Trustee to`
funds" for an additional period "of six.(6) years,"
for interest thereon, for the benefit of the holder of
liability
such
Thereupon it
such Bond or coupon, who shall thereafter
exclusively to such funds for any claimof whatever
hold
without
restricted
nature o
the
Bondholder's part under this Indenture or on,:or with respect
Bond or coupon, and at the' termination of such six (6)`year
the Trustee shall return such` unclaimed funds to ' the City
shall hold such unclaimed funds, without liability for`
for the account of the person,' persons, or entities
to,
said B
period
who
interest,
entitled
under
thereto, subject to such obligations as the City may have
the Florida Abandoned Property Act or any law of similar
import.
SECTION 402. EXTENSION OF PAYMENT OF BONDS AND COUPONS.
not directly or indirectly extend or assent to
of the , maturity of any' of " the Bonds or, '° the time of
of any of the coupons or claims for interest, by the
or funding of such Bonds, coupons or' claims for interest
arrangement, and in case the maturity of any of
City shall
extension
payment
pa
purchase
or by any other
the
for
inte
Bonds or the time for payment of any such coupons or claims
interest shall be extended, such Bonds, coupons or claims for
rest shall not be entitled in the event of default
The.
the
67
under this Indenture
payment out of the funds
to the benefit of the Indenture orto any
except funds held for the
payment of
particular Bonds, coupons; or claims for interest pursuant.
Indenture held by the Trustee or any Paying Agent) except
•
to this
subject
to the prior payment of theprincipal of all Bonds issued
Outstanding the maturity ofwhich has not been
such portion of the accrued interest on the Bonds as shall not
and
extended and of
be
interest.
represented by such extended coupons or claims for
Nothing herein shallbe deemed to limit the right of the City to.
issue any duly authorized refunding Bonds and such issuance shall
not be deemed to constitute an extension of maturity of Bonds.
SECTION 403. MONEYS TO" BE HELD ",'IN TRUST. A11
required or permitted to be deposited with
or paid to"the
moneys
Trustee
or any Paying Agent under any provision of this Indenture, and any
investments thereof, shall be held by the Trustee or such Paying
Agent in trust and, except
for moneys deposited with or paid
to
or any, Paying Agent for the redemption of
notice of the redemption of which has been duly given,
held by the Trustee pursuant to Section 401 hereof, shall, while
by the Trustee or Paying Agent, be subject to the lien
the Trustee
held
hereof`.
Bonds,
and moneys
SECTION 404. AMENDMENTS TO AGREEMENT NOT REQUIRING
CONSENT
the consent
OF BONDHOLDERS. The City and the Trustee may, without
of or notice to the Bondholders, consent to any amendment`, change
modification of the Agreement as may be required. (i) by the
provisions of the Agreement, providing that all payment of fees or
other compensation to the Manager shall be subordinate to,. the
or
payment of the Bond
(ii)
Service
Requirement from
Pledged Revenues,;
for the purpose of curing any ambiguity, inconsistency o
formal defect or omission in the
with any other change therein
Agreement or (iii) in
which,
connection.
n the. judgment,o
the
Trustee, is not to the prejudice of the 'Trusteeor the holders o
the Bonds.
68
SECTION 405. AMENDMENTS TO AGREEMENT REQUIRING CONSENT OP
BONDHOLDERS.
as ; provided,
Trustee
f the
Except for the
amendments, changes or modifications
in Section 404 hereof, neither , the. City nor the
shall consent to (i) any amendment,
Agreement which would; make the pa'
compensation to the Manager Prior or
the' Bond Service Requirement from the Pledged Revenues without
change or modification
yment of fees or other
aria to the a �yentof
publication of notice as provided i
on a `p parity p y
this Section o
such proposed
approval
amendment,change or modification and the written
consent thereto of the holders of all of the then
(ii) any other amendment, change or: modification of
without publication of notice as provided in.
Bonds, or
Agreement
or.
Outstanding.
Section of such proposed amendment, change or modification
approval or
written
than two-
thirds (2/3)
consent
thereto of the holders of
in aggregate principal,
the
this
and 'the
not less
amount of each O
f the
Such
Outstanding Series �1979A. Bonds and Series 1979E Bonds.
approval or consent of the Bondholders shall be. procured
provided
in
indentures.
the
of
Section 1202 hereof' with respect to:
If at any time the City shall request.t
Trustee' to any
such proposed" amendment
the Agreement as provided in clause (i
as
supplemental
e consent of
change or modification
if the first
sentence of this Section, the Trustee shall, upon
satisfactorily indemnified with respect to expenses,.ca
of such proposed' amendment,` change, or modification to
in the
same manner as provided by Section 1202 hereof
eing
use notice
be mailed
with respect
supplemental indentures, which notice shall;
the nature of such proposed amendment,: change or
and shall state that copies; of the instrument
same: are on file at the corporate trust office of
for inspection by all Bondholders.
to notice of
set forth
the
modification
embodying
briefly
the Trustee.
Inconsenting to any amendment, change or modification of the
Agreement, the Trustee may require an opinion of counsel (who>' may
be counsel for the City and who shall be satisfactory to` the
69
Trustee), that such
with
upon
as
modification
complies
the: provisions of this. Article IV, and the Trustee may rely
such opinion.
SECTION 406.
Fund, after all of
thereto shall be deemed
REPAYMENT TO THE CITY. FROM THE FUNDS. Except
provisions of
provided ,ion 401 hereof, any amounts remaining in any
the Outstanding Bonds and coupons appertaining.
to have been paid and discharged under the
this Indenture, and the fees
of the Trustee and the Paying
required to be paid under this
shal
1 be paid to the City.
SECTION
charges
and expenses
Agents and all other.
amounts
Indenture shall have been. paid,
407. LIST OF BONDHOLDERS. To the extent
informatiofl shall be made
arrange. to have kept
Trustee
a
known to the
that such
City, the City will keep or
file at the corporate
list of names and addresseS of the last known holders of
Bonds payable to bearer.
Any Bondholder may
in writing
addressed
be placed
to the City or Trustee request that his name and address
on said list, which request shall include a statement of the
amount of °Bonds held by such holder. and identifying,
series designation, such Bonds. Neither the City nor
shall be under, any responsibility with. regard to
principal
number and
the Trustee
amendment, change
or
trust office .of the
accuracy of said list.
established by. the Trustee said
holders (or a designated representative thereof) of
regulations
and copies by
twenty-five
then Outstanding,
designated
by
the
At reasonable
percent (25%)
such.
times
and under
reasonable
listmay be inspected
r more in principal
holding
representative.to
the Trustee.
amount of
and the, authority
any
Bonds
such
e evidenced to the satisfaction
70
of
Representative
amou
(i)
reparation or progress and
inspection will be provided
(d) Any change order to a
the Trustee for approval' together with:
(1) A certificate signed, by the Authorized,
on behalf of the City setting forth the
nt of Available(2) A
; Funds.
' certificate signed on behalf 'o
the action proposed to be taken,
of development of the
Construction Period
and installation of
Completion
Available
above
P ROJ
ARTICLE .V
CONS'RUCTION, COMPLETION AND
OWNERSHIP OF THE PROJECT
SECTION ;501. AGREEMENT TO ACQUIRE, CONSTRJCT AND INSTALL THE
ECT. The City agrees that:
(a) It will cause the Projectto be acquired, constructed
and installedon the Project Site in accordance
Specifications
best
with the Plans
and the provisions of this Indenture, using
efforts to ;do so. with all dispatch to secure Completion.
promptly as i
feasible but in no
and
its
as
event shall Completion of the
Project occur later than March 31, 1982.
(b) All contracts entered into by the City shall be in
accordance with the. requirements of the City 'sCharter and Florida
to the extent applicable.
(c) The Authorized Manager Representative,
Consultant, the Financial and. Management
; . access to the work whenever it is
Project
the Trusteewillhave reasonable
law,
in p
and
submitted to
Manager
proper facilities
the ` Independent
Consultant and
for
such access
Construction Contract shall
be
City
total
stating
its impact on the
Project, ( iii) its �� imp
and (iv) that the acquisition,
the Project can
cost.
impact
on the
construction
r before the
amount . of
be completed on `o
Date at `a cost not greater than the aggregate
Funds indicated in the certificate required
71
iii
d6•+lviz.:.�9�Wd;�.1'L�}]TYHFP✓�i'naAtYtl�vl��—
s
on behalf of the Financial
(3) A certificate signed.
Management Consultant stating that (i) the Project to be
structed and equipped pursuant to the Construction Contracts
and
con
and
certificaterequired in
Purchase Orders listed in the Manager's
(2) above (which reflect the proposed change order) (a) is consis-
tent with the Project as described in the Feasibility Study and
at least equal to the' Gross
the Feasibility .Study `'during
(b) will
produce Gross
Revenues
Revenues projected for the Project
the five (5) Fiscal
stating
Average
five
Years following the`Commencement Date, and
that `(ii) based on a reasonable estimate, the ratio of the
Annual Net Operating Revenues to be derived for the
(5) Fiscal`' Years
Maximum
no less
Study.
(4)
Project
during
which the Project operates
Bond Service Requirement for all Outstanding Bonds
than the ratio of said items set '<forth in the
certificate
signed
Consultant stating (i)
behalf of the
first
to the
will be
Feasibility
Independent
that the Construction Contracts
and
in the Manager's certificate required; in
r the complete. acquisition, construction and
Project, (ii) that the improvements to the
Purchase Orders: listed
(2) above provide fo
installation of the
Project that will result from the Construction Contracts and the
equipment to be purchased pursuant to the Purchase Orders are
consistent with the design the
Feasibility Study and Plans and ( thatthe
acquisition,
including'
before
of the Project described in
Specifications, and
iii)
construction and installation. of the Project,
the proposed change' orders, can completed
completed
the Completion Date.
Upon receipt of all
approve the change orders
>f said. certificates, the
in writing.
on or
Trustee shall
letting
appli•
cable:
(e) The construction of the Project, including; the
of contracts
legal
in ,connection, therewith, will conform to
requirements.
72
warranty,
(f) It will make,
contracts,
other persons
which may be
execute, acknowledge and deliver any
orders, receipts, writings, and instructions with any
, firms or corporations and in general do all. things
requisite or proper,
and installing the Project.
(g)
efforts`,
demands w
be entitled under
all for acquiring, constructing
It will ask, demand, sue for levy and use its best
o recover and receive such sums of .money, debts or other
hatsoever in connection with the Project, to which;. it may
any contract
order, receipt.,
guaranty,
writing or instruction o
in connection wth any f the
foregoing, and "it will enforce the •provisions of any contract,
agreement, obligation•, bond or other 'security in.connection with
the
fore
the.
Project. Any amounts; received in connection with
going, after deduction of expenses incurred in such recovery,.
r to the •;Completion Date and full.disposition" o
Construction Fund in accordance with this Indenture
prig
Project
be
sha
$100, ,
paid into the Project Construction Fund and of ter .
11 be paid into the Debt Service Fund and, "' if in" excess, of
000 shall be deposited into the Renewal and Replacement Fund
or used to redeem the Series 1979A '`Bonds pursuant 't
provisions hereof as directed by
tative.
shall
the Authorized
(h) Except as otherwise provided
have the sole and exclusive
construction
f the
shall
completion
o the
City Represen-
n this -Indenture,
charge .of all details.
and equipping of the Project.
('i) It will keep accurate records of the cost of acquiring,
the City
of the
shall permit the
represents
constructing and equipping the. Project. The City
Manager Representative or" his authorized
tives, the Independent Project Consultant,` the
Financial and Management Consultant, to inspect all book
documents, papers and records relating thereto at any and a
Authorized.
reasonable times for
City
the purpose
of audit
Trustee or the
1
and examination and the
shall submit to the. Manager, the Independent;
73
roject
Consultant, -the Trustee or the Financial and ManagementConsultant
such, documents , and
information as they may reasonably require in
connection therewith.
(j) It; will require that each contractor under
Construction
an amount a
nContracts furnish a performance and payment bond
t' least equal to one hundred percent of the price
•
the
in
of
the Construction: Contract awarded to such contractor as security
for the faithful performance of such Construction. Contract.
(k) It will require that
subcontractorsmaintain during
Construction; Contract, workmen's
damage and vehicle
property.
with
Until
the
risk
percent basis
compensation
each of its contractors.
and
the life of the respective
public liability,,
liability insurance,
amounts
and
terms satisfactory to the Authorized Manager Representative.
the Project is completed and accepted by the City, or,'
option of the City, the contractor shall maintain
insurance '(fire and extended coverage) on a one
the
the
(completed value form);:.
at
builders'
hundred
the insurable , portion
Project, and, to the extent possible, provide that t
Trustee, the.
additional insureds
(1) It will
of
e. City,
prime contractor, and all subcontractors
,s their interests may appear.
provide and maintain
are
competent and adequate
resident engineering services covering the
of the development and construction of
inspection
bearing
with
the responsibility of ..insuring
supervision and.
the Project and
that, construction conforms
the. Plans and Specifications and certifying
on the Completion Date that the construction and
Project
and
the
Trustee
equipping of
is in accordance with the Plans and Specifications.
the
SECTION 502. PLANS AND SPECIFICATIONS. Until... final. Plans
Specifications are prepared and funds are
released under
Section 307(B) herein, the Plans and Specifications as of
hereof on file with the Trustee and: Manager maybe `changed from
time to time by the City provided that any such change .shall also
be filed with the Manager,: Independent Project Consultant, the
74
the date
Trustee and the Financial
amendments or modifications
tions shall be considered and -treated ,as a change
not become effective until approved by the Trustee
with the provisions set forth in Section 501(d) hereof.,.:
completion o
changes,
SECTION '503. COMPLETION; DATE. Physical
acquisition, construction and installation; of
evidenced to the Manager and the Trustee by
by the Independent Project Consultant stating that,
amounts retained by the Trustee at the direction. of
City Representative and with the approval
Manager Representative for any amount of the
the
Project Construction
(i) construction and installation of the Project have
contested
cont ,.
been substantially
Specifications, and all labor, services,
used in such construction and installation have been paid for
(ii) all construction and equipping of the Project and
necessary thereto have been accomplished: in such a manner as
with all
the
theProject shall be
a certificate
except
signed
for any
the. Authorized
of the Authorized
costs payable from
Fund not then due and
completed in accordance with the Plans and
materials and supplies
zoning ,'plannin
conform
environmental:
authorities having jurisdiction,'
satisfaction, and all required certificates
issued, commercial: operation of the Project
and 'Management Consultant.
to the Plans and
Thereaf ter,
Specifica-
orderand shall
in accordance
payable or being
and
facilities
to
and
legally applicable
other similar
so as to permit full
as a first;
also speci
class theme
fy the date
Notwithstanding the
it is
which
given without prejudice
regulations
of all
g, building,
governmental
and have been accomplished to his
and amusement park.
by which the foregoing events
of
occupancy
Said certificate
foregoing, such certificate shall
to any rights against third
then exist or may subsequently come into being.
have
shall
occurred.
SECTION .504.`.
The City,
SITE.
AGREEMENT AS TO OWNERSHIP
the Manager and the
PROJECT
title to the Project and the
Project
state that
OF PROJECT
Trustee agree
parties
Site shall remain
AND
in> the
bee n
THE
that.
City
75
and that the Manager and -the Trustee shall have no fee or
leasehold interest: therein.
SECTION 505.
AMUSEMENT
FINANCING AND
CONSTRUCTION OF ADDITIONAL
PARK FACILITIES. The Cityshall not finance or
construct additional
facilities which
permanent major theme and; amusement park
not located on the Project Site
Project.
76
Project
and: are
compete with the
ARTICLE VI
MAINTENANCE OPERATION; INSURANCE; DAMAGE;,
DESTRUCTION AND EMINENT DOMAIN
SECTION 601. MAINTENANCE
AND SUBSTITUTION';
MODIFICATIONS,
ADDITIONS OR "IMPROVEMENTS'. Sa `long as any of the Bonds are
Outstanding, the City will efficiently administer and operate the
Project as a first class theme and amusement park and shall keep
and maintain the Project including all appurtenances` theretoin
good repair and good operating condition, reconstruct, renew,
repair and replace any inadequate, `obsolete or worn out portions
of the 'Project, to the extent necessary to
character or significance of the Project as;a first
and amusement park capable of fulfilling the obligations of the
ensure the continued.
class theme
City under this Indenture. The City shall have the privilege
time to time of substituting personal property or fixtures for
portions of the Project, provided that the personal property
fixtures so substituted shall be fully paid and
or security interest,
efficiency and
as
quality
from
any
or
subject to no lien
shall be of at least .equal
possessing
capacity,
a useful life at- least as long
the life of the property replaced," and shall not impair
character or
and
City
be
significance of the Project
s a first class
amusement park capable of fulfilling the obligations o
hereunder. Any such substituted property or fixtures
included under the terms of this Indenture as part of
Project.
So long as
such shall not be in violation of
impair the' character of the Project as
amusement
City
park
contained
Section, the
and subject to the covenants
in this Indenture and to the
the
theme
f' the
shall
the
the Act or
first class theme and
and agreements of the
requirements of
this
City shall have the privilege of making modifica-
tions, additions or improvements to the Project, from time to time
as it, in its reasonable discretion, may deem to. be desirable for
the
use
and purpose
of the Project as a first
class theme and
77
s
amusement park, provided that the City continues to comply
with
all applicable laws
jurisdic ions •
and regulations of governmental
The, cost of such modifications, additions or
improvements shall be paid
meet
moneys
the
Rev
thi
Revenue
s
Fund and Project Construction' Fund, or by the,City from other
available to. it or, to the extent permitted
proceeds of Additional.
-Bonds and the same
Indenture, as part of the Project. If any such
ns, additions or `improvements involve facilities to be located
or in connection with real property or interests therein which
not constitute part of the Project Site, the City shall .add
h property or interests therein to the ` Project Site by filing
tions,
on
do
s uc
with
Exhibit .B hereto
addition or improvement to the Project which will cost in,
than $50,000'unless there shall be filed with the
to
from moneys , in the Renewal and . Replace -
the Managerand the Trustee an appropriate amendment
make no such..
aggregate more
Trustee:
stating
The City shall;
(a)
A certificate' of
that the proposed
not
the character or significance of the
t class theme and amusement park; and .that the proposed
fication, addition or improvement is reasonably necessary to
proper_ and economical operation of the Project for meeting
or prospective demands for recreation and amusement
Miami metropolitan area and that the design of the proposed
hereby, from
Senior Revenue Bonds, or
Additional
shall be included under the
terms .of,
mod if ica-
modification,
the
impair
does
firs
mod i
the
ex isting
the
the Independent Project
modification, addition
Consultant
or improvement
Project as a
in.
addition or improvement is adequate to achieve such
modification,
purpose;
(b) A certificate of
the City
knows
is not
default
of no 'default_
occurred
the Authorized City Representative that
under` the Agreement and that the City
existing hereunder and
that no event has
and is continuing which, with the giving of any notice or,
78
jurisdictions.
amusement park, provided that the City continues to comply
with all applicable laws and regulations of governmental
The cost of such modifications, additions or
improvementsshall be paid from moneys in the Renewal and Replace-
ment Fund and Project Construction Fund, or by the City from other
available to it or, to the extent permitted hereby,
moneys
the
proceeds, of Additional Senior Revenue Bonds, or
from
Additional
the terms of
Revenue Bonds and the same shall be included under
as part of the Project.. If any such mod if ica-
this Indenture,
located
tions, additions or improvements involve facilities to be..
on or in connection with real property or interests thereinwhich
do not constitute part of the Project Site, the City
or interests therein to the Project Site
such property
shall add
by filing
the Manager and the Trustee an appropriate amendment
Bhereto. The City shall make no such
with
Exhibit
addition
or improvement to the Project which will
to
mod if ication,
cost
in
the
the
aggregate more than `$50,000 unless there shall be filed with
Trustee :
(a) A< certificate of the Independent Project
stating that the proposed modification, :'add ition or
impairthe character or significance of the Project 'as a
ass theme and'amusement park and < .that the
class
does not
first
mod if ication,
the proper
ex is
the
Consultant
improvement
proposed
addition or improvement is reasonably necessary
and economical operation of the Project for
to
meeting
ting or prospective demands for recreation and amusement in
Miami metropolitan area and that the design of the
modification, addition or improvement is adequate to
purpose;
(b) A certificate of the Authorized
notin default under the Agreement and that the
the City is
knowsof n
occurred and
proposed
achieve such
City Representative that
City
default existing hereunder and that no event has
is continuing which, with the giving of any notice or.
78
with
under
the passage of time, or both, would constitute a default
either the Agreement or this Indenture;
(c)
Consent of the Authorized
modification,
Manager Representative to such
addition or improvement.
The City agrees that it will file with the Trustee between
October and October 15 of each year, commencing with the
first
October 2 and October 15 period following the Completion Date, a
certificate of the Authorized City Representative, setting forth
related property
and of any reconstruction,
the description of any machinery, equipment or
which has become a part of the Project
substitutions or replace -
additions, modifications, improvements,
ments to the Project which have been made during the twelve
calendar months preceding the October 1
of such certificate.
The City
next preceding the
filing
will -t permit ny attested accounts or mechanics'
or other liens to be established or remain against
the Project Site or any of the Funds for labor
furnished in connection with the construction,
installation
additions,_
substitution
if the City
do,
it
may
of the Project, or`> with any
modifications, improvements, repairs,
s or replacements made to the Project;
the, Project,
or materials
acquisition" or
shall
first notify the Trustee of i
reconstruction,
renewals,
provided that
s intentions so to
good faith contest any attested
mechanics' or other liens
Project, the Project Site or any of
may permit the items
unsatisfied during the f
therefrom
so contested
period
unless the Manager or
0
filed or
established
the Funds,.
accounts or
against
the
d in such event
ed and
to remain undischarg
such contest and any
the :Trustee shall
notify
appeal
the
City
that, in the opinion of Independent Counsel, by non-payment of any
such itemsthe ability of the Project to earn revenues to meet the
payments required
Project,
under the Bonds will be endangered or
the Project Site, or any
part thereof, will be
the
subject to
79
loss or forfeiture, in which event
the City shall promptly
such mechanic or other liens to be released.
SECTION 602. REMOVAL OF PORTIONS OF THE PROJECT.
shall have•
the privilege of removing• any
tang ible
cause
TheCity
personal
property or fixtures from the Project, without.. substitution
therefor, provided the City pays into the Debt Service Fund an
amount equal to the greater of (i) the original cost of such
portion of the Project, less an amount equal to depreciation for
such portion of the Project calculated by the straight-line method
using the guidelines published by the Internal Revenue Service to
determine the useful life or lives of such portion: of the Project,
proceeds realized from the sale or scrapping
portion of the Project, (iii) fair market value or (iv) the amount
of any credit received by the City upon a trade-in of such portion
of the Project for items not to be installedin the Project;
that if the portions of the Project so removed have an
(i i) any
provided
aggregate value of $10,000 or more,
the Manager
Financial and Management
Project and stating
the
f ixt
Prof
Project
fulf
and the Trustee
of
then the City shall deliver to
certificate signed by
any such
the.
Consultant describing said portions of:
that the removal of such property or
ures will not impair the character or significance of
as a first' class theme and amusement park capable
filling the obligations of the City under this Indenture.
SECTION 603. OPERATION OF PROJECT. The City agrees that it
will commence operation of
so and :;will `,
the
e
the Project as soon as reasonable to do
o long as the Indenture is in effect and subject to
its obligations to
replace the Project`,
seasonal closing.
efforts to operate and
applicable, valid
maintain,
The
reconstruct
continue opera
City agrees
maintain the
renew,
repair
and
ton of the Project except for
that it will exercise its best'
Project in accordance with' all
and enforceable.
regulations. The City
personnel will be retained
agrees that suff
either
80
governmental •rules and
iaientqualifed operating
directly by the City . or
through •
``
a third -party contractor and all operational tests and measure-
ments necessary to determine compliance with the preceding
sentence will be •performed
operation
to ensure proper, safe
and maintenance of the Project from
commencement
SECTION 604. COVENANTS OF. THE CITY CONCERNING
THE
of
prepare
approved
ofoperation until there are
and: efficient
the time of
no Bonds Outstanding.
OPERATION
OF
for the benefit
PROJECT. The City` hereby covenants.and agrees
the holders from time to time of the Bonds" that:
A. Forthwith, upon delivery of the Bonds, the City, will
in such reasonable classification and detail as shal1." be
by the Financial and Management Consultant an initial
preliminary
investments
budget estimating the revenues (including interest on
of moneys in the Revenue Fund and the Funds), Costs of
Operation and Maintenance of the Project, the capital requirements
and the cash flow of the, Projectfor the Fiscal Year during which
operation of
the
the Project commences, and thereafter°on
first day of September in each Fiscal" Year
Construction
preliminary
or; before.
during the
Period it will cause to be prepared" a revised
.budget.using the best figures then available for the
1 costs and. expenses required to'acquire, construct and
the Project and for Costs of Operation and Maintenance
Project. Thereafter, on or before the first day of each
tots
install
the
of
annual budget
October following .• Completion, it will adopt an
(hereinafter called the "Annual Budget") in like detail
revenues, Costs of Operation and;: Maintenance of the
the reasonable working capital
capital requirements,
required
for the
adopted in
insufficient to meet t
hereof.
Year
estimating
Project, the'
reserve
by Section 306 hereof,.and the cash flow of the : Project
next ensuing Fiscal Year. No Annual Budget shall be
which the
estimated Net Operating Revenues would.
he. Revenue Covenant set forth in Section 705
be
During the five Fiscal Years immediately following the - Fiscal
in which the Completion. Date occurs, the City shall, before
81
adoption of such Annual Budget, have received and considered, the
report of the Financial and Management Consultant commenting
upon
the reasonableness of the budget estimates and recommendin
changes believed by the Financial and Management Consultant
necessary. In the event any changes recommended by the Financial
and Management Consultant are not made by the City,
sh
all 11 b adopted only after giving. thirty days': notice
such recommendations and the proposal
Budget a e
the Trustee of
such, Annual
to
to adopt such
Annual Budget despite such recommendations
In any case, copies of each such Annual Budget immediately` on
its preparation shall be forwarded, by the City to the Trustee, the
Financial and Management
Consultant and''the .Independent Project
Consultant. If for any reason the City shall
Annual Budget before the first day of October in any Fiscal Year,
not have adopted
the
the budget for the preceding: Fiscal Year shall, until the adoption
of Budget, be deemed to be in force and shall be
treated as the Annual Budget under the, provisions of this Section,
but in no event shall the Annual Budget be
the Annual
incurred
thirtieth day of
October in any Fiscal, Year.
B. The Costs, of Operation and
in any Fiscal Year will not
necessary amount
thereof and the
adopted later than the
Maintenance' of
exceed the
the Project
reasonable and
City will not expend any amount
or incur any obligations for maintenance, repair and operation in
excessof the amounts provided for Costs of Operation and
Maintenance of the Project in the Annual Budget costs
of goods sold. Nothingcontained in this
amount which the City may expend.
except
Section shall
for.
limit the
for Costs of Operation
Maintenance of the Project in any Fiscal Year provided
expended therefor in excess of the Annual Budget shall be obtained
some source other than the Pledged Revenues
and
by
the City from
C. The City will segregate the
from all other funds - of the
venues in the Revenue Fund, and
Project
re
82
any amounts
Pledged Revenues of
City, will deposit
will keep proper books
g
any
to ; be
accounts."
system shall show the complete
of operation of the Project, including the revenues, receipts and
expenses
therefor,"
ment
of operation and maintenance and all capital expenditures
and the City will furnish.to the Manager, the Trustee,
the Independent Project `Consul tant and the Financial and Manage -
Consul tant a monthly operating and income statement of the
Project in
reasonable detail for the preceding calendar month and
an annual report of the
D. The City will
time, the Trustee,
Financial Management
f ive
accounts and operations of the Project.
permit the Authorized Manager
Representa-
the Independent Project Consul tan
Consultant or ; any holder .: or
the
holders of
per centum (5%) of the amount of the Bonds at the
Outstanding
data
ime
to inspect the Project andall records, accounts and
of the Project at all reasonable times.
E. The City will retain the Independent
Project Consultant
and the Financial and Management Consultant to perform the
functions provided in this Indenture to be performed by the.
Independent. Project
Consultant, respectively,
Consul tan
and
and the Financial
will cause the
and Management
Financial and
ly on or before
Management Consultant to` prepare and furnish annual
45 days after the end of the Fiscal Year during the first`
Fiscal Years of ' operation of the Project commencing November 15 in
first Fiscal Year of operation of the Project, to the :City and
the Trustee a `"report as to operations and maintenance of the
Project and the
the
and account by establishing and maintaining a uniform system of
financial results
such
property
prepare
budget for maintenance,
and improvements during the ensuing Fiscal Year and to
and furnish on or before 180 days after the end of the
Year a` final report as to. the operation of
the Fiscal Year. The Financial' and
five
Fiscal
last
during
Consultant
past
shall be retained under contract which shall provide
and Management Consultant shall furnish the
reports and recommendations required of them by this
operation,
replacements,
the '. Financial
that
opinions,
83
the Project
Management
Indenture. Additionally, the Financial and Management Consultant
shall furnish
reports, opinions and recommendations for distribution to.
Bondholders of record who may request copies of. such repor
opinions and recommendations.
F. The City shall (except for temporary perio
emergencies) at all times of commercial operation of the
retain under
i and
Project
s
the expiration of the
f the contract with
contract a Manager and'upon`
(or earlier termination), o
Enterprises, Ltd., the City shall contract for and
original term
Diplomat World
engage
World
the services of a. third -party manager which may
Services, Ltd., it will submit to'the
be Diplomat
Financial and
Management Consultant the name of the proposed third -party and the
name, experience and qualifications of those persons to be
employed
review
as Manager. The Financial and Management' Consultant
such qualifications and undertake such interviews
investigations as they believe necessary for the purpose of
paragraph and the Financial and Management Consultant
to the City and the Trustee its, recommendations
proposed to` be employed.'
such third -party operator until 30 days have elapsed
submission of such names and qualifications to the Financial
Consultant and if the` Financial and
's recommendations° are available
not employ such third -party
Management
to the. Trustee sufficient copies of
Consultant
will
The - City agrees that. it
operator
wil
all
such
any
will
and
this
shall submit
as to those
1 employ
not
from the
and
Management
within said 30 days
until 15 days have
elapsed from the availability of such recommendations.,
The opinion of nationally recognized bond counsel shall be
obtained
adversely
by
the City to the effect
affect the tax exempt
Bonds. If such
undertake to fulfill all or any portion of the City's
with respect to the operation and .maintenance.
such contract shall not relieve the City of the
that such contract will
status of interest paid
hereunder
Project,
contract shall provide that t
not
on the,
he Manager shall
obligations
of the
primary
84
secure Additional;
Senior
Revenue Bonds issued pursuant hereto,
lien,' security interest,
of any kind in or on the 'Project, Project Site,
d` Revenues and the Funds, or obligations prior to, or on a
with the lien on the Pledged Revenues" and Funds created
Except as otherwise specifically permitted by
re the City shall not sell, transfer, convey," assign or
dispose of all or.: any portion of the Project or the
facilities from
the
exercise
liability for the fulfillment of any ofsuch obligations under
this Indenture. Except
as otherwise provided
this Indenture,
the City agrees that at least 30 days ,prior to October 1 of each
Fiscal Year after the Completion Date it
will notify
theidentity, qualifications and experience of
the. Trustee
a proposed
operator
of the Project who would operate the Project Pursuant to a written
contract which shall also be submitted with such notice to the
Trustee.
G. The City will not create or incur or suffer or permit to
be created or incurred or to exist any mortgage, lien, security
interest, charge or encumbrance of any kind in or on the Project,
Pledged Revenues and the Funds, or enter into any
Project Site
agreement
to pay moneys, except
Revenue Bonds or Additional
would constitute 'a
which
encumbrance
Pledge
parity.
hereby.
Indenture,
otherwisep_.
Project Site and will for so long as
retain under
charge or
the exclusive
time to time comprising the Project and will, in
f such control, comply with all applicable
this
requirements of `law.;
H.
initial
any Bonds are Outstanding
control of the City or the Manager all
The City will (1) during the first. Fiscal Yea
operation of the Project, and from time t
thereafter,
as may
which
agreem
stablish such schedule
or rates, places': and
r after
O time
charges
be necessary and
be determined from the Annual Budget to
are required in order to comply with the covenants
entsof the City contained herein; and (2) thereafter at all
85
and
periods of
commercial operation by
that
the
on the same
basis
times prescribe and charge such rates for the products and
to the users thereof.
servicesof he Project
I. The City may charge the Project for reasonable services
provided to the Project during
other departments or bureaus of the City
such services arecharged to other depart
City; provided, such charges shall be subordinated; to the payment
of principal of and 'interest .'on the Bonds.
departments or bureaus of
an
J. Following the Completion Date, the: City shall have
annual audit made by nationally, recognized independent certified
and shall
public accountants of the operations of the Project
furnish to the Trustee and the Financial and Management
tants
Consul -
by December 1 of each such year a copy of such audit
promptly
prepare
upon its completion.. The City and the Manager shall
annually and furnish to the Trustee and the Financial.
Management Consultants, and each Bondholder requesting the same,
Report to Bondholders which will. consist of the Annual Audit and
P
an
evaluation of the Project which is equivalent to the
analysis
tions
section
required to report to the Securities a
Commission.
SECTION 605.
TAXES,
OTHER GOVERNMENTAL CHARGES AND
The City will pay
assessments,,
CHARGES.
any taxes,
as the same respectively
a
management
f the annual report to shareholders. of " corpora-
xchange
UTILITY
become due,
whether general or special,
and
governmental charges of any kind whatsoever that may; at any time
be lawfully assessed or levied against or with respect .to
t Site,or any. machinery, equipment or
ht by the City .therein. or
the generality of the
Project or Project
brought
property installed or
(including, without limiting
taxes levied
upon or with respect to the
the
related
thereon
foregoing, any
receipts,
income or
profits of the Project which, if not paid, may become'. or be made a
lien on the;Project
therefrom or a lien
or
on the
charge on the revenues.
Pledged Revenues and Funds
86
and receipts
prior
to the
lien created hereby), and all utility and other charges incurred
in theoperation, maintenance,
Project.
The City may, at its expense and in its own name and behalf,
good faith contest any such taxes, assessments and
i
use, occupancyand upkeep of.
the
charges which it is obligated to pay, and,
such contest, may permit
other
the event of
the taxes, assessments or other
any
charges
so contested to remain unpaid during the period of such contest
and any appeal therefrom unless the Manager or the Trustee shall
notify the City that in the opinion of Independent Counsel; by
nonpayment of any such items the ability of
the Ci.ty to
the Project or the interest of the City in the Project
Project Site will be materially endangered or the Project` or
Site or any part of , either'- will. be subject ` to loss
operate
or the
the
Projector
forfeiture, in. which event such taxes, assessments or.
shall be paid promptly. In the event that the City shall fail to
pay any of the foregoing items required by this Section to; be paid
by the City, the Manager or the Trustee may (but shall be under no
obligation
by the Manager
to)
pay the same and any amounts so advanced
or
tion of the City t
charges
therefor
the Trustee shall become an additional obliga-
o the one making the advancement, which amounts,
together with interest thereon at the maximum rate allowed by law
from the date thereof, the City
SECTION 606., insure
events
the Project
covered by
agrees to pay.
INSURANCE REQUIRED. The City
against loss or damage from fire
uniform standard extended
standardboiler
coverage
agrees to
or other.
endorsements
and machinerycoverage, vandalism,
and
malicious
mischief, lightning, windstorm, hurricane, hail, explosion, riot,
riot attending a strike, civil commotion, .aircraft, vehicles
smoke,` by means of policies issued by reputable
recognized insurance companies duly qualified todo
in the State, which shall be in an amount equal to the greater of
the amount of the total unpaid principal amount of the Bonds
(i)
and
nationally
such business
87
from time to time Outstanding or (ii) the amount which will from
time to time provide an
reconstruction of the Project.
thereof; provided, however, that
t
amount sufficient
in event of: total destruction
the amount, of such insurance
finance
the
City, the Manager or
of any partial. loss under the
written on.a replacement cost
contain the "agreed amount
the appraisal on. which this
shall be sufficient to prevent the
Trustee from becoming a coinsurer
applicable policies which shall be
basis and any such policy shall
endorsement" and the City haveshall'
agreed amount is based updated annually and a new
endorsement" issued
annually.
In fulfillment of the above, requirements
greed amount
the City may insure
the Project under a blanket insurance policy or policies which
cover not only such property but other properties.:
INTERRUPTION AND
SECTION 60.7. PUBLIC LIABILITY, BUSINESS
MOTOR VEHICLE INSURANCE. The City agrees that on the Completion
Date it will carry, with reference to the Project, with. one or
more reputable nationally recognized insurance companies duly
qualified do business in the State
public liability
, covering bodily injury or death' to persons
amount of $' for bodily injury or death
insurance
minimum
occurrence
in
the
for each
in connection with the Project and $
property damage for any occurrence
(ii) to the extent available
use and
in connection
for
with the Project;
upon customary or reasonable
terms,
occupancy or business interruption insurance covering
of Operation and Maintenance of the Project
Revenues and Funds and, to the extent available upon
reasonable terms, loss of revenues, in 24 months
Costs
total or partial suspension o
Pledged
customary or
by reason of
interruption in, the operations
such
of the Project with such exceptions as are customarily in
insurance and (iii) comprehensive motor vehicle liability
in the minimum amount of $ for the death or
insurance
bodily, injury to one
person and $ for bodily injury
or
88
death for
$ for
with t
forth in clauses
increased on each October 1 by ten percent for
increase accumulated in the Consumers
each occurrence in connection with the Project and
in connection
property damage for any occurrence
e Project. The minimum amounts of required insurance set
Florida,
States
index as
(i)
d `'(iii) in the preceding
issued by the Bureau of Labor
sentence
each ten
Price Index for
Statistics of
the
shall be
percent
Miami`,
United
Department of Labor, or any successor thereto,; from
issued in September, 1979. The Trustee shall
that
e made,
additionalan insured under such policies. If for . any reason the
City is unable to obtain or maintain in force use and occupancy
business interruption insurance forthe full twenty=
period, it
and
Any
or
four month
shall immediately notify the Manager and the Trustee
shall obtain such
insurance for the maximum period available.
SECTION 608. ADDITIONAL PROVISIONS' RESPECTING INSURANCE.
insurance policy issued pursuant..to Section 606 of this
Indenture shall be so
written or endorsed
as to make losses,
to the City and the Trustee as their
may appear; provided, any such insurance policy may
any, payable
interests
so
$10
if
be
written or endorsed as to make dosses not in excess of the
0,000 for each occurrence payable directly to the City as
hereinafter provided? in Section
Property damage
this
Section
own
609.
insurance issued pursuant to Section
606 °;of
Indenture and public liability insurance issued pursuant t
607 of this. Indenture maybe written with
provi.sion in the amount of $50,000 each so that the
to that amount. Suchdeductible amounts shall
by '10% for each 10%, increase accumulated
insurer
increased
Wholesale
Equipment
Price Index for Industrial Commodities -Producers
issued by the Bureau of Labor Statistics of the
States` Department of Labor, or any
index as issued in September, 1979.
successor thereto, from
deductible
City is its
be
in the
Durable
United
that
respective
89
Each insurance policy provided for in this Article VI shall
contain a, provision
not cancel the same without first giving written
the. City, the Manager and the Trustee at
advance of such cancellation, and' the City
to the effect that the insurance company shall
notice thereof to
least thirty days in
shall deliver `to the
Trustee duplicate copies or certificates of'insurance pertaining
to each such policy of insurance' procured by the 'City .and agrees
to keep such `duplicate copies or certificates up to` date.
SECTION 609. DAMAGE AND DESTRUCTION AND EMINENT DOMAIN.
('A)
f prior to full payment of the Bonds (or provision
for
payment thereof having been made in accordance; with the provisions
of the'Indenture) , the Project shall at any time be `damaged or'
partially or totally' destroyed byfire, flood,' windstorm' or other
casualty, the City shall promptly give written notice thereof. to
the Trustee, generally describing the nature and extent f such
damage or destruction.
Unless due to`. the nature and extent.` of the damage or
destruction; it is unable to do so, the City shall within 30 days
of such; damage or destruction" deliver; to the Trustee a' certificate
of an Authorized City Representative or
0
that such damage
destruction is, not material to the " operation of the,Project and
will not materially diminish' its` revenues. Upon delivery of the
referred to, the City shall`.
repair, restore'
certificate above
shall promptly proceed to,
be ` obligated to, and
or reconstruct the
Project substantially to its condition immediately prior to,such
damage or destruction or.to a condition of at least 'equivalent
operating function and efficiency.
If the City shall be> unable
referred to in the `preceding paragraph, the City `shall either (i)
redeem the
proceec
to deliver the
certificate
Bonds pursuant to Section 801'hereof, or (ii), promptly
o repair,. restore or` reconstruct the Project
to its condition immediately prior to such damage or
substantially
destruction or
a. condition of at least
equivalent operating
90
function and efficiency after having, within 150 days of such
damage or destruction, delivered to the
the Financial and Management Consultant stating, in effect,
(1)
Trustee (a) an; opinion of
there are moneys available, including,
limitation,
that
but ; not byway
insurance proceeds, to repair, restore or
the Project to substantially
such damage or destruction or
equivalent
available
proceeds
required
during th
of
reconstruct
its condition immediately prior
a condition of = at
to
least
operating function and efficiency, (2) there are moneys
g byway limitation,
including, but not of
from business interruption: insurance, to pay the payments
to be made by the City hereunder and under the Bonds
e period required to effect such, repair, restoration
reconstruction and
(3) the annual Gross Revenues to be received
by
the City from the operation ofthe Project as repaired, restored
or reconstructed will not be less than the average of annual Gross
Revenues
so' received from
damage or destruction
shall have been
pursuant
all
prior to such
h the Project
Unless the City shallbe required to redeem the
to this. Section, the total. amount collected under any and
policies of insurance covering such damage or destruction
shall be paidinto a separate insurance loss account
and such total amount shall upon presentation to
of a certificateby the Authorized City Representative
no event of default, or any event, which after notice or
lapse of time or both would becomean event of default,
and be continuing,` be paid -to the` City. at the
that
Trustee,
Trustee
the three Fiscal Years
or such shorter period whic
in actual operation.
insurance.
or
Bonds
occurred
election,
or reconstruction or periodically
reconstruction
payment
paid by
progresses, and
either upon the completion. of such'' repair,
as such repair, restoration
shall be applied by the City to
held by the
the
shall have
City's
restoration
or
the
such cost has already been
of thecost thereof, or, if
the City, to reimburse it for such cost; provided,
that the
sum or sums so; paid by the; Trustee.
aggregate
however,
91
restoration or
the actual
cost of
such repair,
reconstruction. > All payments to the City shall be
made by the Trustee only upon a certification by the :Independent
Project Consultant as to the progress and cost of the restoration,
repair or reconstruction work. Pending the expenditure of any Net
Proceeds or its transfer into the Debt Service Fund or Renewal and
Replacement Fund
Authorized
ashereinafter provided and at the request of
City Representative, the Trustee shall invest the
in Eligible Investments.
Except
usedsolely
destroyed.
as hereafter provided all such
to -repair,
an
same
Net;. Proceeds .shall . be
rebuild or restore the , property damaged or
Any balance of such Net Proceeds remaining, whether in
the insurance loss account with the Trustee, after the payment of
all costs of such repair,
rebuilding or restoration, shall,
if any
of the Bonds are then Outstanding, - be made available ' and used `to
the extent practicable
provided in Section
Authorized City Representative, may
and Replacement
months from the completion ofsuch
restoration shall be paid by the
may be, into the Reserve Fund. If Net Proceeds still
for redemption in the manner
the direction of the
be deposited in the 'Renewal
Fund and if ~ not so used
City or
the Bonds have been fully paid,all
paid to
If the City shall be required to .redeem the Bonds under
or deposited within
twelve
repair, ,rebuilding or
the Trustee, as the case
remain after
remaining Net Proceeds will be
Section, the total amount
insurance relating to
including
Trustee and
business interruption
collected under any and; all policies of
the damage or destruction to the Project
the
insurance
by ° it deposited in the
shall be
Debt Service Fund; provided,
however, that if and to the extent that the City has previously
redeemed the Bonds
City.,
all such amounts shall be. paid directly to the
92
If the City shall be
redeem the Bonds under this
required to exercise its option to
Section, and fails to so act, the
amount collected under any and all such policies of
shall be deposited in the Debt Service Fund,
insurance
and the City shall
thereupon pay to the Trustee for deposit in the Debt Service
Fund
an amount which when added to the, amount collected undersuch
policies of insurance will be sufficient to redeem the Bonds.
The City, Manager and the Trustee shall cooperate and consult.
with each other in all matters pertaining to the settlement,
compromise, or arbitration of any claim on account of anydamage
or destruction of the Project, and the settlement,.
arbitration of any such
claim shall.
consent of the City and the Trustee.
(B) Unless the City shall exercise its option to redeem the
Bonds pursuant to the provisions of Section 801 ofthis Indenture,
compromise, ' or
be subject to the
written
in the event that title to or the temporary use of the Project, or
any part thereof, shall be taken under the exercise of the power
of eminent domain by any governmental body or by any person, firm
or corporation acting under governmental authority, any Net
Proceeds received from any award made in such eminent domain
proceedings, shall be paid.
condemnation
the following ways:
o and -held. by 'the, Trustee in a. separate
award account and
shall be applied intone or more of
(1) The restoration of the improvements constituting
the. Project to substantially the
prior to the exercise of
said power of
acquisition
same condition as they existed
eminent "domain
construction
the City of other improvements Suitable for the faithful and
efficient operation of the Project as a first class theme and
amusement park capable of fulfilling the obligations of the City
by
under " this Indenture (which , improvements shall - be deemed a part of
the Project and available for use by the City under this Indenture
without
provided, to the same extent
specifically described
as if such other improvements
herein); or
were
(3) Redemption of the Bonds pursuant to the terms hereof,
together with accrued interest thereon to the date
provided that no part of any such condemnation
applied. for such redemption unless (i) all of the
redeemed in accordance with the terms hereof upon e
exercise
option
to redeem the Bonds authorized by Section
Indenture
are to be
Trustee
stating
was
and
of redemption;
award may be
Bonds to `�be
of the
801 of this
are
or (ii) in the event that less than all of the Bonds•
redeemed, the City shall furnish to the Manager and the
a certificate of the Independent Project
(a) that the property forming a part of
Consultant,
the Project that
taken by such condemnation is not essential to, the faithful
efficient operation of the Project as a
capable of fulfilling` the; obligations
Indenture, or (b) that the Project has been
amusement park
under this
first !class theme and
a condition substantially equivalent to its condition
taking by such condemnation proceedings, or (c) that
been acquired; which are suitable for
efficient operation of the Project "as a first
have
amusement park contemplated
this Section.'
by the foregoin
of the City
n restored' to
prior to the
improvements
the faithful and
class theme and
subsection (2) of
its option to.
Unless the City shall have elected to exercise
the Bonds pursuant to the provisions.
within ninety days from the date of:entry of a
in any eminent domain proceedings and granting condemnation,
City shall direct the" Trustee in writing as to which of the
specified in this Section the Net Proceeds of
redeem
Indenture
order
the
ways
condemnation
award
shall be applied.
Any balance of
of Section 801 of this.
final
the
the Net Proceeds of , the award in such eminent
domain proceedings shall, if any of. the Bonds are then callable,
be made available and used to the extent practicable to call Bonds
for redemption in themanner provided in Section 802 and:
9
otherwise shall be paid into the Reserve Fund, upon delivery to
the Trustee of a certificate signed by the Independent Project
Consultant directing the transfer of the remaining moneys to the
Reserve Fund. If the Bonds have been fully paid (or provisionfors
payment thereof has been made in accordance with the provision
hereof), all Net Proceeds will be paid to the City. The Manager
and the Trustee shall cooperate fully with the City in •the
handli.ng and conduct of any prospective or pending condemnation
proceedings with respect to the Project or any part thereof. In
no event will the City voluntarily settle or consent tothe
settlement of any prospecti.N.re or pending condemnation proceedings
with respect to the Project or any 'part thereof without the
written consent of the Trustee.
In the event that title to or the temporary useof any
unimproved land constituting a portion of the .project Site shall
be taken under the exercise of the power of eminent domain by any
governmental body or by any Person. firm Or corporation acting
under governmental authority, any Net Proceeds received from any
award made in such eminent domain Pr°cesai-ngs shall he Paid to and
g as
deposited in the Revenue Fund and used for any of the Purposes of
said Fund.
SECT ION 610. WORKMEN'Sthe re afte r COMPENSATIONsoslhoai COVERAGE.
maintain During
cathuhasese
Construction Period andthis Indenture
workmen's
not been terminated, the byCity 1
compensati.on coverage requiredthe laws of the State
the same to be maintained.
SECTION 611. ADVANCES. In the event the City shall fail to
maintain the full insurance coverage required by this Indenture or
shallt
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„ ....,...„.. ...,.•_•:•• ............•,....„....:„ .. .•,•..„.........• -.„•••••••,,-,•••..-......„...... takeout-,•.,,....,„.„,...,.....-....-. _.•,-. • ,....• .,•••••,..,•,. -..........-.:„....•„„.-..: .,..•......-...,..•.-,,.„...,.....•••• .:-...,-,,,,..;,.::_.,.
,itherequired
-.:.'...--:•„-,p01cie0--..-..Of',..,.:insurance ••••,andH„..pay.-;,'...the „':-:0*.einititti0;--,-...-.,.•
. - ,'..,-.-..''..'-•,..-•:',.-.....-.,--.;,-,...,-,. -..,....- -...---•:., :..-.-..,.--..:-.,:;,..".•••::,.,,,,.:-..:'•:..:.,.,..-......-.';..,_::-::;:,-.,*, -. -,-....-•.•--.... .:_i • , . ..'. ••.-.:••,,,,,,.-•,..,.:- ..-_,..,-.,::•-,---..-..-..-_,.-,„..-.',,.,..y.i.--.::....-.;-.-,,,:-.,,,,',•-• •.-.y.,,,..,, -,:,....',...-,,'••••:-.-, .'...-.,•:.,..).,,-.',„..--••,--;,-.,.-.-,.
. . .... ....., - .. : ..--... • ...,.....„ on th...o same..,_.,...„...,.-0..-...,...:-... .,,.......,....... may make ......„.........,,„.. .,-...m.,..- ...,a..-....„k... .• .e.,. ...:...._............,.S.....,.-..„u. ..i C.„. • h• .,.. .... .....,.-.• ..... ,r.....,.e-..,....:C-......O...,,.....n-,.-.,.,..S..,„ t„,.....r:.,...-,.....,,U...2...c,...,,,.-, t.••• .,.....,i.• . O•,,,...-..,.n...... .. „... :. ........,•. repairs,.. -..:.,-... .,.-.0„......:e.-._,....„.---..-.•...•,:..•.•..••'.,...,.,..,:,.;;..',.:.:,.-.:...'..,-'-.-.
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. :, --..;:t:....•.•.,...•'.-...•:.:::•.----,••:-•-.-..'•-•,.„--;..,..•....,',..--..-",-..•-••:...•.•:•;.•.„.....--....::-.-?•..:....,---„:::;„.;,......,.....',„,.,:..',,:;_i•'..••,:,••.....„..•.,- •.-....,,,....--.-.-:-.',..--•-.••.,•=.••;-:-..,•'...-,..;•?.....:-.',....,..:.:::,,•:......•-.''f',,;•„:•-..-.•-•:,':',,-...'•,•.-:_:-.•..,,.....:•,:•-...•-......,-=„.,..„--..:...„1•.----,•:„..-•••,..1::.,•:•:-.:,‘:,,:,;-••.:1',..-:.,-,„.•.
, _ ,,....„......, ........,,., .„,................,..„,.. ..,..,.......,.._., .,..,...,,.,,.,.....,....;...... , „, ......... .......,,. ...„ ._., .„,„,.....,.,,,.....,„............,,..„....,..„.,„...... _.„.........„.„,,,,........,::::,„,.;.„.:.....„..„:,
replaceinentsf..„--.'40...-..-,.. 4te,,-,-.neCopaey-;-.,.,...:41-i4-...±0.tov.koe-;-.:----:,.foi,...:payrrteri....-,:.;theet$fi.,..-•,',.,-.:::-:-....'„...'„„:--:,'Ay.....,•-:„?..c--,..„,;‘,.-.;:,,,,
.. ... •.: . ...•„.....: ...............:.„ ......,,,,,,,,......._.:::,...,...„,•:;.........,.., ..,.... ....,..........:..,,........ „.:...,,....,....._...,...,.. ...:..,......,....,„...,...,...,, ...„...,_.,,._....,„..._,,,,...,.,,,,,,,..,..,„.......,..„:,:,..„.......„:„....,....„•••,),,,-...„:,:„.,,,..,,,.....„,....,.,,,,.
. .. .. ......... ,.... ,.... :, , , H.:„......,.. .„..,.......,.....,, .,,..,,.. .,..,..........,._. ......,., ,,..,..,.., ..,,,.......,,„..,.......t.:„,,,,,.; .....,... ,..„ „.:,,,,,,„„.......,..,..,...,..,•:,::...,..:,......-:.:,::
° ' ' ' . '''-' - • ''''' .. '''''''' '''' ''''' •'-'-' '''''':.' ''''''''' ''''-•;•-•'''-':-;•'''''::"::::•--',''•';',•-,-,..-;_-:'•'•:.--1.:----,1•;,•'.H-',',..:_-••'..--::•,:,:-.•:=.,,?...,..-:,-;.[;,'.',":":
''''' '''''''': ------:. ''' ''''''' : ''''''''''''' '';::: '1...:::::::::: '''''''''''''''''' '1:'-'::-:•• :1.''''''. 1:-::: '-i''''''''''''''''''.-..•;---.: --•-•-:-•-:',-,:-..,:•...,:-.i...„-:,.,,,...-.:.,..--:,,...,--...,::,.:--"-:.:•,..,..-.,,,:.„...1,..:,: ..,_;•_,..-.....,..:.,...,,..:„:,,,..,,,,.....:::,:.:,,::,.;„:,:,,,,
,.- •-•••-•....;-;:...,....,',.'.:...-.•-•,-,.....'.,..,..,„....,-....,...,. ._
95
and all amounts so advanced therefor by the Trustee shall become
an additional obligation of the City to the one making the
advancement, which amounts to
gether with interest thereon at the.
highest rate: permitted bylaw to be paid by the City from the date
thereof,: the.; City ag
ARTICLE VII
GENERAL COVENANTS
SECTION 701. PAYMENT OF PRINCIPAL AND INTEREST. The
City
covenants that it will promptly pay the principal of, premium,
any, and interest on every Bond issued under this Indenture
secured by this Indenture in
said Bonds.
SECTION 702. PERFORMANCE OF COVENANTS. The City covenants
if
and
the manner prov
that it will faithfully perform a
ided herein and in
undertakings, stipulations and provisions contained in
this Indenture,,
and in any Bond executed, authenticated and
delivered hereunder.
authorized under the Constitution
The City covenantsthat
is duly
State of
Florida,. including particularly andwithout limitation the Act, to
issue the Bonds authorized hereby
and to assign its interest in the
and ,to execute this. Indenture;
Pledged Revenues and pledge the
herein set forth; that all action on lts' part ">`for the issuance of
the Bond and the execution and delivery of this Indenture has been
duly and effectively
owners thereof are
taken
and
and will be
of the City according to the import thereof.
that
valid and
the ° Bonds in the hands of the
obligations
enforceable
SECTION. 703. OWNERSHIP OF THE PROJECT; INSTRUMENTS OF
FURTHER ASSURANCE. The. City covenants that it will defend its
interest in the Project, for the benefit of the
Bonds against the claims and demands of all persons whomsoever.
The City covenants that it will take such further actions as the
Trustee may reasonably require for the better assuring, pledging,
assigning and confirming unto the Trustee all andsingular the
principal
rights assigned hereby to
owners of -
the
97
SECTION 704. PAYMENTS. All payments required
Indenture to be
from funds held
by the
extent that
SECTION
establish
Trustee
by
paid by the City and whichare properly
by the Trustee shall be paid on behalf of
from' the trust funds provided therefor,
this.
payable
the City
:to the
such trust funds are available' for` that purpose.
705. REVENUE COVENANT. The City shall fix,
revise from time to time whenever necessary, maintain
and collect always such
the use
which
of
will
the Project,
always provide Gross Revenues
fees,' rates, rentals and other charges for
of the _Project
services and facilities
in each Fiscal Year
centum ' (100%) : of
all Costs: of
sufficient to pay one hundred per
Operation and Maintenance of the Project as the same shall become
due in such Fiscal
sixty
(125%) of
Bond Year
hundred si y
becoming
Bonds,` plus
Year, plus one hundred twenty-five per centum
the Bond Service Requirement becoming due yin the first
following the Completion on' the`: Outstanding Bonds or one
centum (160%) ofthe Bond, Service Requirement
due in each Bond Year thereafter on th Outstanding
one hundred per centum (100%) of; all other payments,
'and applications of revenue: required in this
allocations
Indenture.
SECTION 706
MAINTENANCE OF, EXISTENCE. For, as long as any
of the principal and
interest on any'of
standing and unpaid, the City covenants
the Bonds shall be out-
with
the `owners of any and
all Bonds that the City will maintain its corporate existence,
of all or substantially all
withor merge into another
will not dissolve
of its assets
body politic
corporate
exists
politic
operation of law
hereunder.
to
or
otherwise
dispose
'and will not consolidate
or corporate or permit another body
consolidate with" or merge into it, ` unless ; there'
politic or
at the time a surviving resulting or successor body
or corporate, respectively, which assumes in writing or by
all: of the obligations of the City herein and
98
SECTION 707. TRUSTEE'S AND PAYING AGENT'S FEES, CHARGES AND
EXPENSES. Pursuant.. to the appointment of the Trustee and Paying
Agents
the Resolution, the City hereby covenants
the Trustee and Paying Agents,until the principal: of,
Bonds shall have been fully ` paid ' or
any, and interest
provided for in accordance with the provisions
(1) an amount equal to the annual fee of
to
and its
when the
expenses
of other
the reasonable
necessary extraordinary
premium,
if
of this :Indenture:.
the Trustee,
Trustee:,
ordinary expenses incurred under this Indenture, as and
same becomes due, (2) the reasonable fees, charges and
of the Trustee, as Bond Registrar and Paying Agent, and
Paying Agents, as and when the same become due, and (3),
fees, charges and expenses of the Trustee for.
extraordinar services and expenses of the Trustee under
this Indenture
those
any.
in excess of those services usually rendered and
expenses usually incurred by, a trustee under instruments
similar
to this Indenture, as and when the same become due. The
City may, without creating a default
faith the
necessity for any, such
extraordinary. expenses
charges and expenses.
hereunder contest in good
extraordinary services and
and the reasonableness of any such fees,
It is understood and agreed that the
fees of the Trustee and the' , fees, .charges;
the Trustee or other Paying Agents, which may
initial or acceptance
and expenses of
during the Construction, Period may be ;paid by the
the Project Construction` Fund as'of when the same
become due
Trustee from
shall become due.
SECTION '7
each covenant
Resolution that
the proceeds of
any, as may be
08. ARBITRAGE COVENANT. The City and the Trustee
to the purchasers of the'Bonds provided for in the.
the City and the Trustee will restrict the use of
the Bonds : in such manner and tosuch, extent, i
necessary, after taking into account reasonable
the time
expectations at the
1979E Bonds or any Additional Senior
Revenue Bonds are delivered
that
Series 1979A Bonds and the Series
Revenue Bonds or Additiona
to the original purchaser thereof,
they will, not constitute arbitrage bonds under
99
Section 103(c) of the Internal Revenue Code of 1954, as amended,
and the regulations prescribed
the Trustee understand that this covenant imposes an obligationon.
the City
comply with
Revenue
that Section.
and the .Trustee :.throughout the term of ; the Bonds to
Internal
the requirements
Code of
ments of Tre
The Di
Director
having responsibility with
is authorized and directed,
officer,
appropria
of Section 103(c) of the
1954, as amended, and to comply with
the require-
asury Regulations Sections
of Finance of the City or any other officer
respect to the issuance of the Bonds,
alone or in conjunction with any other
employee, consultant
to certificate on behalf
transcript
Series 1979B Bonds
stances and reasonable
of proceedings
or agent of the City, to give an
f the : `City for inclusion in a
.for the Series 1979A.IBonds and the
setting forth- the facts, estimates and circum
•expectations pertaining to said ;Section'.,
103(c) and the regulations thereunder.
100
ARTICLE VIII
REDEMPTION OF BONDS BEFORE MATURITY
SECTION 801. REDEMPTION. DATES AND PRICES. (a) The
1979A Bonds maturing on and after are subject
redemption prior to maturity, in inverse order., at the option
the
City in whole or in part, on any interest payment date on
after.
and if less than all Bonds of a
called, the selection
cust
any
prices
being
prin
cede
of such Bonds
shall be
omary manner of
selection as designated.
such redemption shall be made at the
(expressed below as a; percentage` of the
redeemed). plus
y
Series
to
of
or.
maturity are'
lot
by any
the Trustee, and
redemption
following
�.n
principal amount
accrued interest' to the redemption date:
Period During' Which Redeemed
Redemption
Price.
If optional redemption at .a price exceeding 100%
cipal amount redeemed is to take place as'of
mpti.on date, the Series 1979A Bonds to be so
optional
selection
by lot of Series
redemption
shall'' be selected
1979A' Bonds to
date by operation of the mandatory
forth in this. Section.
(b) The Series 1979A Bonds maturing on
by
be
the
any mandatory
redeemed by
lot prior
to
the
redeemed on the same
sinking fund
requirements
set.
October 1,
redemption, pursuant to the mandatory
requirements set forth below, on each mandatory redemption date,
to mandatory
are subject.
sinking fund
at 100% of the principal amount thereof ;plus accrued interest
As and for the mandatory sinking
the redemption date.
requirements for the
to.
fund;
retirement of Series 1979A Bonds, the Bond
Service Requirement required .to'be deposited into the' Debt Service
Fund shall include amounts sufficient to redeem on each mandatory
redemption date the principal amount of Series `1979A Bonds set
opposite the year as follows:
101
Mandatory
Redemption Date
Principal Amount to be Redeemed.
of Series 1979A Bonds Maturing
October 1
o be so redeemed shall be selected by the
The Series 1979A Bonds t
Trustee by lot in any customary manner of selection as determined
by the Trustee.
(c) The
Series 1979B Bonds maturing on October 1,
subject to mandatory, redemption, pursuant.' to the
fund requi.rements set forth below, on each mandatory
date, a
interest to the
fund
Bond
Service
t
100%
of the `: principal amount thereof" plus
are
mandatory sinking
redemption`
accrued
redemption date. As and for themandatory sinking
requirements for the retirement of Series 1979B Bonds,
Service Requirement required to`'be depositedinto the Debt
shall include amounts sufficient to redeem
Fund
mandatory
Bonds s
redemption date the principal, amount
t opposite the year as follows:
Mandatory Redemption Date
The Series
Trustee
by
the
on each
of Series 1979B
Principal Amount to be Redeemed
of Series 1979B Bonds Maturing
October 1
1979B Bonds to be so redeemed
lot in any customary manner of
by the Trustee.
shall b
selected by the
selection as determined
(d) The Series 1979A Bonds are also subject to
mandatory redemption, and the City shall redeem the Series 1979A
Bonds, .on October. 1, 1981 in whole at 100% of the principal amount
plus accrued interest to the-redemption"date' if the :City
not filed or caused to be filed with the Trustee'"the,"
thereof
has
:L02
certificates set forth in Section 307(B) necessary to authorize
commit to expend the portion of the Project
the City
Construction Fund prohibited
from being disbursed by such Section
prior. to April 1, 1981.
(e) The Series 1979A Bonds and the Series
subject to "redemption as a whole, at any time,
payment date.
as provided in
the principal
if the City exercises its option
Section 609 hereof at a
amount` thereof plus
redemption date.
or Additional
of the Outstanding Series 1979A Bonds or Additional Senior. Revenue
Bonds are or have been likewise redeemed.
to expend or
1979B Bonds
on any,
are
interest
to redeem such Bonds
redemption price of 100% of
t ' the
accrued
:interest
Provided, however, that no Series 197.9E
o.
Bonds '
Revenue Bonds shall be redeemed hereunder unless
Series 1979B Bonds maturing on and after
(f) The
are subject to
the option of
payment date on
all
redemption prior to maturity in inverse` order, a
the City, in whole or in part, on. any interest
or after , ,and if less than all Bonds
t
of a maturity th selectionof such Bonds shall be by
lot in any customary manner of selection as designated by the
Trustee,
are called',
long as any Series t�
are Outstanding.
following redemption
the principal amount
redemption date:
Any
provided that no Series ?979B Bonds:may.be so. redeemed
7.9A 'Bonds or Addi.tiOnal Senior.. 'revenue
made. at the
such redemption shall be
prices
(expressed: below as
as
Bonds
percenta9e ` of
being redeemed) plus accrued interest
Period_During WhichRedeemed
Redemption`
Price
the
103
If optional redemption at a price exceeding 100% of the
principal amount redeemed
redemption
optional
to take place as , of any, mandatory
date,, the. Series 1979E Bonds to be so redeemed by
redemption shall, be selected by lot prior. to
by lot of Series 1979B Bonds to be redeemed on the
is
the
same
selection
date by operation of the mandatory sinking fund requirements set
forth in this Section.
Redemption dates and prices for Additional Senior Revenue
Bonds and Additional Revenue Bonds issued as provided in Sections
209 and 210, respectively, herein shall be provided by
supplemental indentures hereto.
SECTION 802. CITY'S ELECTION TO REDEEM. The City, except in
f redemption pursuant to any mandatory sinking •fund
or pursuant to any other mandatory redemption
rovided in supplemental indenture for Additional
Bonds and Additional : Revenue Bonds,.shall give
the case o
requirements,
provisions
.p
Senior Revenue
notice to the Trustee of its election to redeem in
written
accordance
with this Indenture, of the places. where the amounts
due upon such redemption are payable, of the redemption date and
of the principal amount of each maturity of each series of
redeemable Bonds to be redeemed, which
least forty-five (45) days prior to ` the
shorterperiod` as shall be acceptable to the Trustee. In
notice of redemption shall'have been given as ` provided in'
803, the City" shall, and hereby covenants that it will
to the redemption date, pay to the Trustee or'it will cause
made any necessary transfers. of moneys in the Funds
event
Section
prior
to be
notice shall be given at
redemption date or such
the
the end that there will be available
available for such purpose to
moneys sufficient to redeem at the redemption price
interest accrued to the redemption date, all of
Bonds
thereof, plus
the redeemable
which the City has, so elected to redeem.,
803. NOTICE OF REDEMPTION. When the Trustee shall
ve notice from the: City of its election to redeem Bonds, or
SECTION
rece i
104
in order
other
indentu
to carry out mandatory sinking fund requirements or
mandatory; redemption provisions of any
re,"the Trustee shall give notice of call for
provided_
herein.
Notice of the call
redeemed. shall be
newspaper o
of New
in the
any
supplemental
redemption as
for redemptionidentifying the. Bonds
to be
given by publication at least once in
financial journal of general circulation in
York, New York, and in
City of Miami, ,Florida,
than thirty (30)
redemption date,
time
days nor more
the City
a newspaper of 'general circulation
which shall be published
than
sixty (60) days
and in the case of the redemption
not
prior t
of Bonds a
registered as to principal (except to bearer) or.
and interest,: upon mailing a copy' of� the
by registered or certified:mail at least thirty
principal
notice
but not
more
redemption to
the address
than sixty (60). days prior to the date
the registered owner of each Bond to be
less
o the
the
both
redemption
(30) days
fixed
for
redeemed at
shown on the registration books; provided,
that failure
therein, shallnot
redemption
SECTION
give
such noticeby mailin
r any
owever,
defect
affect the validity of any proceedings for the
of the Bonds.
804. PAYMENT OF REDEEMED
BONDS.
Notice having
been
called
given in the manner provided in Section 803, the Bonds so
for redemption shall become due and payable on the redemption
date
redemption
at the redemption price, plus interest accrued to the
date, and, upon presentation and surrender, thereof, together with
all appurtenant coupons maturing on or subsequent to the redemp-
tion date, :at the place or places specified in such notice, such
Bonds shall be paid at the redemption price plus
interest accrued
to the redemption date not represented by matured coupons. All
interest installments represented by coupons which shall
matured on or prior to the redemption date shall continue to be
payable to the bearers of such coupons. If, on the redemption,
date, moneys for the redemption of all such Bonds to `be redeemed,
have
105
which moneys in the Debt, Service Fund may be used.
SECTION
d shall
redeemed
with
805. CANCELLATION. All Bonds whic
be canceled and destroyed by the
Trustee or
together with interest to the
Trustee or Paying Agents so as
redemption date, are held
to be available therefor.
by the
on said
date and if notice of "redemption shall have been given as afore -
said, then, from and 'after the redemption date u sch BOO
S so'
-called for redemption shall cease to bear interest and all.
appurtenant coupons maturing subsequent to the redemption •date,
shall be void,. and -said Bonds and coupons shall. no longer
considered as Outstanding hereunder. If said moneys"shall 'not
so available on the redemption date, such Bonds shall continue to
interest until paid .at the same rate as they
bear
had
be
be
would have borne
they not been called for redemption.
Al]. moneys deposited in the Debt Service Fund and held
by the
Bonds
Paying Agents for the redemption of particular
shall be held in trust for the account of the holders thereof and
paid to them respectively upon presentation and surrender
shall be
of such Bonds and any appurtenant coupons. Any moneys
held shall not, be considered available for any other
lave
being
so
purpose for
been
Trustee together
the unmatured coupons appertaining thereto and certificate
of destruction
shall be furnished by the Trustee to the City.
•
106 •
ARTICLE IX
DISCHARGE OF INDENTURE
SECTION 901. RELEASE OF INDENTURE. If (1) the City shall
pay to the holders of the Bonds and coupons the principal,
premium, if any, and interest to become due thereon at the times
and in the manner stipulated therein and herein, (2) all fees and
expenses of the Trustee and the Paying Agents, if any, shall have
been paid, and ( 3 ) the City shall keep, perform and observe all
and singular the covenants and promises in the Bonds and in this
Indenture, or if the initial issuance of the Bonds is not made
within one (1) year of the date hereof, then this Indenture
(except for Sections 306, 401, 406 and 802) and the rights hereby
granted shall cease, determine and be void, and the covenants,
agreements and other obligations of the City hereunder shall be
discharged and satisfied, and thereupon the Trustee shall release
this Indenture, including the cancellation and discharge of the
pledge and assignment hereof, and execute and deliver to the City
such instruments in writing as shall be requisite to satisfy the
pledge and assignment hereof and to enter on the records such
satisfaction and discharge any such other instruments to evidence
such release and discharge as may be reasonably required by the
City; and the Trustee and Paying Agents shall assign and deliver
to the City any property at the time subject to the pledge and
assignment of this Indenture which may then be in their
possession, except amounts in the Funds required to be held by the
Trustee and Paying Agents under Section 401 hereof or otherwise
for the payment of the principal of , premium, if any, and interest
on the Outstanding Bonds.
SECTION 902. PAYMENT AND DISCHARGE OF BONDS AND COUPONS.
All the Outstanding Bonds and coupons of one or more series shall
be deemed to have been paid and discharged within the meaning of
this Indenture, including without limitation, Section 801 hereof
if:
(a) the Trustee and the Paying Agents shall
trust for` and irrevocably committed there to,.
moneys , or
(b) the Trustee shall hold, in trust
irrevocably committed thereto, Federal -Securities.
by an independent public accounting firm of
reputation to be of;such maturities and
dates and to bear such interest as will, without
hold,>_in
sufficient
for and
certif ied
national
interest payment
further
investment or reinvestment of either the principal amount'
thereof or the interest earnings
held, in trust and committed, except
be. sufficient together
for the
principal and
date of maturity or redemption, as the case may be, or if default
with moneys
therefrom
(likewise. to be
hereinafter. provided),
referred to in (a) above,
all
payment,. at their maturities or redemption dates,
and interest on the Bonds.
premium
if any,
in such payment shall have occurred
of the tender of
are to
on� such date.then
such payment; provided, that if
the
to the' date
any of such Bonds
such
redemption shall have been duly given. or irrevocable provision
satisfactory to the Trustee shall have been duly made for the
giving of such notice. Any moneys held by the Trustee in
accordance with the provisions of this Section may be invested by
in Federal ,Securities the maturities or
the Trustee, but only
redemption dates of which,' at the option > of ` the holder, shall, to
the extent, necessary to comply with clause (b) above, coincide as
nearly as practicable with, but not'
later than,;the time o
times
at which said moneys will be required for the aforesaid purposes.
Any income or interest earned by,'or increment to, the investments
held under this Section shall, to the extent determined ; from time
to time by the Trustee to be in excess of the amount required
be held by it for the purposes of this Section, ;be transferred, at
the time of such determination as transfers of remaining amounts
in the Funds
authorizing
except as may otherwise be provided in any resolution
bonds for refunding any of the Bonds. In.
108
the
event of
non -presentment as referred to in Section
:he moneys held pursuant to this Section to which said
401•,hereof,
Section:401
would apply but for the, release, of this Indenture shall be held
and paid as
for in said Section 401.
109
ARTICLE X
DEFAULT PROVISIONS AND REMEDIES
OF TRUSTEE AND BONDHOLDERS..
the
SECTION 1001. DEFAULTS; EVENTS OF DEFAULT. If any of
following events occur it is hereby 'defined , as and declared . to be
and to constitute an 'event. of -default:"
(1) Default in the due and punctual paymen
on
of
of any interest
any series of Bonds;
(2) Default in' the;` due and punctual payment of the principal
and premium, if any, on any Bond,, at the stated .maturity
they
the
cont
thereof
the
the
thereof
or upon proceedings for redemption thereof;
(3) Default in; the performance or observance 'of.any other of
covenants, agreements or conditions on the part of the
mined in this Indenture, ,or in the Bonds, and the
City
continuance
for a period of thirty (30) . days after written notice ; to
City given by the Trustee or to the Trustee and the' City by.
holders
�f not less than twenty-five;: percent (25%) of
cipal amount of Bonds then Outstanding;
aggregate principal
(4) Failure by the City promptly.
to lift any execution
garnishment or attachment of such consequence as will impair its
ability to carry out its obligations under
the Indenture or the
composition with its
entry by the City into an agreement of
creditors', the filing by the
of the City or rearrangement, adjustment or readjustment
the City.under the provisions of any
WS or similar laws relating to
obligations. of
moratorium la
creditors'. rights
The term `'default"
mance or observance
perfor
conditions
on
City of a petition for reorganization
of the
bankruptcy or
or affecting
shall mean default by the City in the
of any of the covenants, agreements
or
its part contained in this Indenture, or in the
ve of any period of grace required, to constitute'
of default" as hereinabove provided.
Bonds, exclusive
default an "event
a
110
of an
SECTION 1002. APPOINTMENT OF RECEIVERS. Upon the occurrence
event of default, and upon the filing of a suit or other
rights of the
commencement of judicial proceedings to enforce the
Trustee, and of the Bondholders under this Indenture, t
shall be entitled, as a rnatter of right, to the appointment of'a
receiver or receivers of the Project of the Pledged Revenues, the
Funds, the Agreement and the other contracts pledged and assigned
hereunder, pending such proceedings, with such power as the court
making such appointment shall confer.
On the occurrence
he Trustee
of an event of default, to `the .extent such
the City nor anyone
rights may then lawfully be waived, neither
claiming through or under either of them, shall set up, claim, or
seek to take advantage of any stay, extension or redemption laws
now or hereafter in force, in order to prevent or hinder the
enforcement of this Indenture, but the City, for itself and all
who may claim through or under it hereby waives to the extent it
may lawfully do o, the benefit of all such laws and all right of
redemption
to which it may be entitled.
SECTION 1003. OTHER REMEDIES; RIGHTS. 0
the happening and continuance of an
may, with or without taking action under Section 903hereof,
available remedy, including without limitation
pursue any
event of
BONDHOLDERS. Upon
default the Trustee
actions
or inequity, by mandamus or otherwise, enforce
of
Bonds
or to remedy any event of default.
the
Upon the happening and continuance of default,
and if ` requested so to do by the . holders of at least : twenty-five
percent (25%) in aggregate principal amount of Bonds then
and indemnified as provided in Section 1008 hereof,
Outstanding
the Trustee
an event of
exercise such of the rights and powers conferred
by this Section, Section 902 and Section 903 as the Trustee, being
adv ised
protect
shall
by counsel, shall deemmost effective to
the interests of the Bondholders.
111
enforce
and
SECTION
1004 NO IMPAIRMENT OF RIGHTS. Under the terms o
thi Indenture:'
(1) No remedy conferred upon: or reserved to the Trustee or
to the Bondholders is intended to be exclusive of any other
remedy, but each remedy shall be cumulative and shall be in
addition, to any other remedy given to the Trustee or to the Bond—
holders hereunder or now or hereafter existing legally.
(2) No delay or omission to exercise any right or; power
accruing upon
any default
such right or power
such
powe
or event
or shall' be ' construed
of default shall impair any.
to a' waiver of any
n and such right and
be
default or acquiescence therein, every
r may be exercised as often as may be deemed expedient.
(3) No waiver of any default or event of default hereunder,
whetherby the Trustee or by the Bondholders, shall extend to ` or'.
sha
11 affect any subsequent default or event of default or shall
impair any rights or remedies' consequent thereon.
SECTION 1005. RIGHT OF THE BONDHOLDERS TO
Anything in this Indenture to the contrary .notwith-
a majority in aggregate principal amount
PROCEEDINGS.
standing, the holders of
of any series of Bonds
then
DIRECT
Outstanding shall have the right,'
any time, by an instrument or
to direct the time, the method
the .Trustee,.
delivered to
of conducting all
enforcement of the
the
instruments
in writing
proceedings to be taken in connection
at
executed and
and place
with the
terms and conditions of this 'Indenture or
receiver or other proceedings
direction shall not be otherwise than in
appointment of
that such
provided,
accordance with
for
hereunder;
the provisions ;of law and of : this Indenture,
provided that the Trustee shall be indemnified
satisfaction.
1006.
APPLICATION OF MONEYS.
SECTION.
the. Trustee
taken under the
the cost and expenses
or
a
and
All moneys received
receiver, pursuant to any right given or
provisions
its
by.
action
of this Article shall, after payment of
of collection and advances incurred by
the
112
Trustee or receiver, be deposited in the Debt Service Fund and all
moneys in the Debt Service Fund shall be applied based on priority
of claim against moneys received from Pledged Revenues, if any,
and otherwise on an equal and pro-rata basis.
(1 ) Unless the principal of all the Bonds shall have become
due and payable, all such moneys shall be applied:
First: To the payment of all installments of interest
then due on the Bonds, in the order of the maturity of the
installments of such interest and, if the amount available
shall not be sufficient to pay in full any particular
installment then to the payment ratably, according to the
amounts due on, such installment to the persons entitled
thereto, without any discrimination or privilege; and
Second: Tothe payment of the unpaid principal of and
premium, if any, on any of the Bonds which shall have become
due (other than Bonds called for redemption for the payment
of which moneys are held pursuant to the provisions of this
Indenture) in order of their due dates, with interest on
such Bonds from the respective dates upon which they become
due and, if the amount available shall not be sufficient to
pay in full the Bonds due on any particular date, together
with such interest, then to the payment rat.ably, according to
the amount of principal due on such date, without any
discrimination or privilege.
(2) If the principal of all the Bonds shall have become due
and payable, all such moneys 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 installment of interest over
any other installment of interest, or of any Bond over any other
Bond, ratably (except for differing claims of the Series 1979A
Bonds and Series 1979B Bonds to portions of the Pledged Revenues
and Funds), according to the amounts due respectively for
113
principal and interest, without any discrimination or privilege
except as to anydifference in the respective rates of interest
specified in the Bonds.
(3) Whenever moneys are to be applied:. pursuant to the
of this Section, such moneys shall be applied
from time to time, as the Trusteeshall determine
provisions
times,
and
having d
application
available
Trustee
such application
amounts
Trustee
deposit
such
ue regard to the amount of such moneys available for
and the likelihood .of additional moneys', becoming`.
e for such application in the future. Whenever the
shall apply such funds, it shall fix the date upon which
is to be made and upon which interest on the
of principal to be paid' shall cease to; accrue. The
shall give such notice as it :may deem appropriate of " the
with it` of any of such moneys and of the; fixing of any
such date, and shall not be
required to
make payment to the owner
any Bond until such Bond shall be presented to the Trustee
appropriate endorsement or for cancellation if fully paid.
provisions of this Section are in all respects subject to
of
The
the provisions
Bond
for
of Section 402 hereof.
Whenever all principal, premium, ifany, and interest on all
shave been paid` under the provisions' of this Section and
charges of the Trustee and Paying. Agents have
remaining in the Debt Service Fund shall be paid
expenses
paid any balance
to the City.
SE
action
all
been
SECTION 1007. REMEDIES VESTED IN TRUSTEE. All rights of
under this Indenture or under any of the Bonds may be
d by; theTrusteewithout the possession of any of the Bonds
production thereof in any trial or other proceedings
thereto and any such suit or' proceeding instituted by the
enforce
or the
relating
Trustee shall be
brought in its name as Trustee without the
of joining as plaintiffs or,defendants any` holders of
Bonds, and any recovery of judgment shall be for the: equal
necessity
the
114
benefit- of the holders of 'the Outstanding Bonds subject to
provisions of the Bonds and: the Indenture.
SECTION 1008. RIGHTS AND REMEDIES" OF`BONDHOLDERS.'
suit, action or
this
of any Bond shall have any right to institute any
in
proceeding
Indenture or for the execution - of .any trust thereof
equity or at law for -theenforcement
appointmentof any receiver or any other remedy
a default has occurred of which the Trustee
provided
subsection it
twenty-five percent (25%) in aggregate principal amount of
series of Bonds then Outstanding shall have made written request
to the Trustee and shall have offered reasonable opportunity
or for _ the
hereunder
has been
unless
notified as
the
No holder
in subsection
•
(7). of Section 1001
is deemed to have notice,
or
and
'Of
which by said
the holders
of
any.
either to proceed to exercise the powers hereinbefore granted or
to institute such action, suit or
own name, nor
unless also they have offered". to; the Trustee indemnity as provided
in Section 1001 and:the Trustee shall` thereafter"fail or refuse to
exercise the powers hereinbefore granted, or "to institute such
action, suit or proceeding
request and offer
at the option of.
. execution of the powers
action or cause of action
in its own name; and ° such notification,
of indemnity are hereby declared in every case
the Trustee to be conditions precedent to the
to any
trusts of
Indenture,
or for, the appointment of a receiver or for any other remedy
hereunder; it being understood and intended that no one or more
holders of any series of Bonds shall have any right in any manner
whatsoever
by e • ce :' any' right
Indenture its, his or their action or to enforce
hereunder except in the manner herein provided, and that all
proceedings at` law or in equity shall be instituted, had and
maintained in the manner herein provided and for the equal;,. benefit
of the holders of all Bonds then Outstanding. Nothing in this
to affect, disturb
Indenture contained
of this
115
any.
Bondholder to enforce the payment of the principal of and
on any Bond at and after the maturity thereof, or the
obligation of the City to pay the principal of and interest on
each of the' Bonds issued hereunder to the"respective holders
interest
thereof
said
t the
time, place, from the source and in the' manner in
Bonds expressed.
SECTION 1009. TERMINATION OF PROCEEDINGS..' In case proceed-
ings to enforce any right under this Indenture shall have been
discontinued or `abandoned for any. reason, or shall have been
determined adversely to' the plaintiff(s), then the; City,
the
their,. former
and the Bondholders shall be restored to
S and rights hereunder,- and all" rights, remedies
Trustee•
position
powers of
been
in
and
the Trustee shall continue as if no such proceedings had
n` taken.
SECTION 1010. WAIVERS OF EVENTS OF DEFAULT.`
its discretion waive any event of default hereunder
consequences and
shall do so upon
holders of (1) at least one-half
amount of any series
he Trustee'may
and
its.
request of the
(1/2) in aggregate principal
respect of which
d or
any, and/or
the
written
premium,
of Bonds then Outstanding
of principal and/or
r (2) at least one-half (1/2)
default. in the payment
interest
exists
in
•
if
in aggregate
then: Outstanding in the
principal amount of any series of.Bonds
case of any other default; provided, however,
be waived (a) any event of
that there shall not
default described in paragraphs (1) or
or any such declaration in connection
(2) of Section.1001 hereof
therewith rescinded. In case
in case
default.
of any
such waiver or rescission, or
any proceeding taken by the Trustee
shall have been discontinued or abandoned or determined
on account of any such
adversely, then and in every such case the City, Trustee a
Bondholders shall be restored to their former positions and
respectively, but no such waiver or `rescission
hereunder
extend' to
consequent
any subsequent or other default, or 'impair
thereon:
nd the
rights
shall
any right
116
ARTICLE XI
THE TRUSTEE
OF
THE
TRUSTS.
The Trustee'
SECTION 1101. ACCEPTANCE
obligation hereunder shall be strictly limited by the
Indenture, and under no circumstances shall the
obligated
except
terms of the
Trustee be
to make any payment of principal or interest:
from the
Indenture.
by this Indenture,
The Trustee
hereunder
funds deposited with. the Trustee pursuant to the
hereby accepts thee trusts imposed upon it.
and agrees to perform said: trusts as a
ordinarily' would perform said trusts under a
only upon and subject to the following
d conditions, and no implied covenants o
corporate trustee
corporate indenture
express terms an
indenture
r.
beconstrued to be a part of this. Indenture
obligations shall
against the Trustee:
(1) The Trustee may
hereof
agents,
conduct.
and perform any of
receivers
of the same.
execute any of the trusts or powers
its dutiesby through attorneys
or employees but shall be answerable for
in accordance with
above, and shall be entitled
matters of trusts
cases
to advice of
hereof and the : duties,
pay such reasonable
the
the standard specified
counsel concerning all
hereunder, and may in all
compensation to all such attorneys,
as may reasonably be employed in
hereof., The Trustee may act upon `the.
agents, receivers:, and employees
connection with the trusts
opinion or advice of any Independent
not
action o
be responsible
r non -action in good
or advice.
(2) The
Attorney.
for any loss or damage
faith
Trustee shall not be
The Trustee shall
resulting from any
in reliance upon such opinion
responsible for any > recital
herein, or in the Bonds (except in respect to the
the Trustee
re-recording,
validity of t
endorsed on the Bonds),
certificate of
for the recording .o
r
filing or re -filing of this Indenture or for the
e execution by the City of this Iridenture or of
supplements thereto or instruments of
the sufficiency of
any
further assurance, or;
the security for the Bonds issued hereunder or
•
117
intended to be secured hereby, and the Trustee shall not be bound
h f nce or observance of,any
to ascertain or inquire as to t e Per orma
covenants, conditions or agreements on the part of the 'City,
except as hereinafter set forth; but the Trustee may require of
the City full information and advice as to the performance of the
covenants, conditions and agreements aforesaid as to the condition
of the Project. The Trustee shall have no obligation to perform
any of the duties of the City under the Resolution and the Trustee
shall not be responsible or liable for any loss suffered in
connection with any investment of funds made by it in accordance
with Article VI hereof.
(3) The Trustee shall not be accountable for the use "of any
authenticated or delivered hereunder. The Trustee may
the owner`of Bonds and coupons secured hereby with the same
Bonds
become
rights which it would have if it were not the Trustee.
(4) The Trustee shall be protected in acting upon any
notice, request, consent, certificate, order, affidavit,
other paper or document believed to=be.gen
correct and`, to. have been signed. or sent
action taken .by, the Trustee pursuant to
telegram or
persons'.
Any
letter,
uine and
by the proper person or
this
Indenture upon the request or authority or consent of any person
who at the time of making such request or giving such authority or
consent is the owner of any Bond, shall be conclusive and binding
upon all future owners of the same Bond and upon Bonds issued in
exchange
(5)
to
therefor or in place thereof.
As to the existence or non-existence of any fact . or as
the sufficiency or validityof any instrument, paper or
proceedings, the Trustee shall be entitled to.'rely upon a
certificate signed on behalf of the City by its Mayorand attested
or Deputy City Clerk as sufficient': evidence of
contained and prior to the occurrence of
the Trustee has been notified as provided in
(7) of this Section, or of which by said
by its : City Clerk
the facts therein
default of which
subsection
118
subsection it is deemed to have notice, shall also be at liberty
to accept a similar certificate to the effect that any particular
dealing, transaction or action is necessary or expedient, but may
at its discretion secure such further
advisable, b
Trustee may
Clerk of the
in the
conclusive
evidence deemed
necessary
or
shall
in no case be bound. to. secure the same.
accept a certificate of the City Clerk or Deputy City
City under its seal to the effect that a. resolution
ut
e
as
form therein set; forth has been adopted' by said City
evidence that such resolution has been duly adopted,
and is in full
(6) The
enumerated in,.
the Trustee shall not be
force _and _-effect.
permissive right of the Trustee to do:
this Indenture shall not be construed as a duty
answerable
default.
for other ° than
things
and
its gross -
negligence or :willful
(7) The Trustee shall not be require•d to " takenotice or be
deemed to have notice of any-i default hereunder except failure ` by -
the City
required
tocause to be made any of the " payments' to ` the
to be made by ° Article IV unless the Trustee shall be
specifically notified in writing,' of such default by the City or ;by
the holders of,"at least twenty-five percent (25%) inaggregate
amount
principal
noticesor-,
delivered
delivered at the principal corporate trust office of. the Trustee,
and in
other
f
any
series of Bonds
then Outstanding and all
instruments required by
to the Trustee must, in
order
this
to
Indenture
e
effective,
the absence of such notice so" delivered the Trustee
conclusively assume there is no default except as aforesaid.
(8) At any and all reasonable times the Trustee, and
duly authorized agents, attorneys, experts,
and representatives, shall have the right fully to inspect any and
be
be
may
its
all the Project, including
Citypertaining
engineers, accountants.
all books, papers and records of the
to the Project and the Bonds, and to take such
memoranda from and
the provisions
in regard thereto as may desired subject to.
of this Indenture.
Trustee
119
(9) The Trustee shall not be required to give any bond or.
surety in respect of the execution of the said trusts and powers
or
contained,
otherwise in respect of the premises.
(10) Notwithstanding anything elsewhere in this Indenture
the Trustee shall have the right,> but shall not be
wired, to demand, in respect of the authentication of any
req
Bonds, or
or
the withdrawal of any cash, the release of any property,
certificates,
co
corporate
terms hereof required
deemed desirable for
any action whatsoever within the purview of this' Indenture,
opinions,: appraisals or other information
action or evidence thereof, in addition to that :by the
as a condition of such action by the Trustee
the purpose of establishing the right of
City to the authentication of any Bonds, the withdrawal
or the taking of any other action by the Trustee.
cash
may
the
(11) Before taking any action under this
require that a satisfactory indemnity bond be
reimbursement of all expenses to which it may
against all liability, except
protect it
adjudicated to`
default in conne
(12) All
Section the:
0
any
or.
the.
any
Trustee
furnished for
be put and
which ' is
willful
liability
have resulted from the negligence
ction with any action so taken.
moneys received by the Trustee or. any Paying Agent
to
shall, until used or
applied or invested
or
as herein provided,; b
held in trust for the purposes for which they were received.
Neither. the Trustee nor any Paying Agent shall be under any
liability for interest on any moneys received hereunder.
(13) If any event of default under this Indenture shall have
occurred and be continuing, the Trustee shall exercise such of the
rights and powers vested in it by this Indenture and shall use the
same degree of care as a prudent man would exercise or use in the
circumstances in the conduct of his own affairs.
SECTION 1102. FEES, CHARGES AND EXPENSES OF TRUSTEE. The
Trustee shall be entitled 'to payment or reimbursement for
reasonable fees for its ordinary services rendered hereunder and
all advances, counsel fees and other ordinary expenses reasonably
120
and necessarily made or incurred by the Trustee in connection with
such ordinary services and, in the event that it shall become
necessary that the Trustee perform extraordinary services, it
shall be entitled to reasonable extra compensation therefor, and
to reimbursement forreasonable and • necessary extraordinary
expenses in connection therewith; provided, that if
such extra-
ordinary services or extraordinary expenses are occasioned by the.
neglect or misconduct of the Trustee, it shall not be entitled to
compensation or
reimbursement
therefor. The Trustee shall be
entitled to payment and reimbursement for the reasonable fees and
charges of the Trustee as Bond Registrar for the. Bonds as herein -
above provided. Upon an event of default
but onlyupon
of default, the Trustee shall have a first lien' with
payment prior -topayment on account: of interest or principal of,
or'premium, if any, on any Bond upon the Pledged Revenues for the
foregoing advances, fees, costs and' expenses incurred.
SECTION 1103. NOTICE TO BONDHOLDERS IF DEFATJLT OCCURS.- If
default occurs of .which the Trustee is; by subsection (7'), of
1101 hereby; required,to:,:-.,take notice or if notice
be 'given, as in said subsection (7) provided,
by mail. to
Shown by- any
an event
Section
default
Trustee shall give written notice thereof
known owners of all Bonds then Outstanding
then the
the last
list of
Bondholders which may be kept at the office of the Trustee at the
request of any Bondholder that his name be placed on such list.
SECTION, 1104.
proceeding
of
the
interests of
behalf of
Section
to which
Trustee
and
owners
INTERVENTION
the City is
its counsel
BY TRUSTEE. In
a party and
has a
of the Bonds, th
the. Bondholders
which
right of
a
of
any .:judicial
in the opinion
substantial bearing on the
e Trustee may intervene on
and, subject t
1101(11), shall do so if.
owners of at
the provisions of
requested in writing by the
least twenty-five percent (25%) in
aggregate.
principal amount of all Bonds then Outstanding. The rights and
obligations of the Trustee under this Section are subject to the
approval of a court of competent jurisdiction.
121
duties and
SECTION 1105. SUCCESSOR TRUSTEE. Any corporation
association into which the Trustee may be converted or
merged,'
with which it may be consolidated, to which it may sell
transfer its corporate trust businessand assetsas a..
substantially as a whole, or any
or.
or
r
or
whole or.
corporation or association
sale, merger, consolidation or.
resulting from any such conversion,
transfer to which it is a party, ipso facto, shall be
successor Trustee hereunder and vested wit
h all the trust
discretions, immunities, privileges and all other matters as was.
its predecessor, provided` that such successor Trustee .assume
writing all the trusts
hereunder.
SECTION' 1106. RESIGNATION OF THE TRUSTEE. The, Trustee and
may at any'time resign from
any successor Trustee m
hereby created by giving
responsibilities
and become
, powers,
in
of.the Trustee.
trusts
the
City and by, registered `mail ,or certified mail to each registered
thirty (30) days'
written
e>
notice
owner of Bonds then Outstanding, and such resignation
effect at the end of such thirty (30) days, or upon the earlier
appointment of ; a
shall take
or by the
Such -notice to the City may be.served personally or
registered mail.
by
SECTION 1107. REMOVAL OF THE TRUSTEE. The Trustee may be
removed at any time, by an instrument or concurrent instruments in
writing delivered to the Trustee and to the City and signed by the
owners of 'a majority in aggregate principal amount of any series
of Bonds then Outstanding.
SECTION 1108. APPOINTMENT OF SUCCESSOR TRUSTEE BY THE
BONDHOLDERS; TEMPORARY TRUSTEE. In case the Trustee hereunder
shall resign or be removed, or be dissolved, or' shall be in the
course of dissolution or liquidation, or otherwise become
incapable of acting hereunder or in case it shall be taken under
the control of any public officer or officers, or of a receiver
appointed by a court, a successor may be appointed by the owners
of a majority in aggregate principal amount of each eries of Bonds
122
then `Outstanding, .by an instrument or concurrent instruments in
writing signed by such owners, or by their attorneys in fact, duly
authorized, provided,' nevertheless, thatin case of such vacancy
'the City. by -an instrument executed and "signed .by.'th.e Mayor and"
attested by `its City `Clerk or Deputy City 'Clerk under its seal',
• may appoint a temporary Trusteefill such .vacancy until .'a
successor Trustee shall. be appointed by :the Bondholders. in the
temporary Trustee so- appointed
manner above provided; and any.such
by: the :City, shall immediately. and without further
superseded by the Trustee appointed by such Bondholders.
act be
Every
this Section
such Trustee appointed pursuant to the provisions of
shall be a trust company or bank in good standing,
outside the State of Florida, having a reported capital
surplus of not less than $25,0.00, 000 if there be such an
institution willing, qualified and able to accept the trust
reasonable or customary terms.
SECTION 1109. CONCERNING ANY SUCCESSOR TRUST
successor Trustee appointed hereunder shall execute,
within or.
and
upon
TRUSTEES. Every
acknowledge
and deliver to its predecessor and also to the City an instrument
in writing accepting such appointment hereunder,
and thereupon
such successor, without any further act,. deed or conveyance, shall
become become fully vested with all the estates
powers, trusts, duties and obligations of
•
such predecessor shall nevertheless
successor, execute and deliver an
City, or of its
transferring to such successor Trustee all the estates,
properties, rights, powers and trusts of such predecessor
hereunder; and every predecessor Trustee shall deliver all
i
properties
rights",
s predecessor,
on the
written:request of
but
the
securities and moneys held by
instrument
it as Trusteehereunder 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 successor the estate, rights, powers and duties.
hereby vested or intended to be vested in the predecessor any and
all such instruments in writing shall, on request, be executed
123
-'acknowledged
and delivered by the. City. The resignation of any
'Trustee and the
instrument or instruments removing any Trustee and
appointing a successor
instruments providedfor
hereunder, together with
in.
this Article shall
all.
be,
other
filed or
recorded by the successor Trustee in each recording office where
the Indenture shall have been filed or recorded.
SECTION 1110. TRUSTEE PROTECTED IN RELYING UPON RESOLUTIONS,
ETC. :The_ resolutions, _opinions,_
instruments provided for in this Indenture may be accepted by the
Trustee as conclusive evidence of the facts and conclusions stated
certificates- and
other
therein and shall be full warrant, protection and authority to the,
Trustee for the release
hereunder.
of property and the withdrawal, of cash
SECTION`_ 1111. SUCCESSOR' TRUSTEE AS 'TRUSTEE OF, FUNDS AND BOND
REGISTRAR. In the event of a change in the office ` of :Trustee,
predecessor Trustee which has resigned or been ;r
to be Trustee of the funds and Bond Registrar
the
emoved=shall cease,
for principal of,
premium, ifany, and interest on the Bonds,: and, the
Trustee shall become such Trustee and Bond Registrar.
SECTION 1112. POWERS MAY BE. VESTED
successor
SEPARATE,
OR
CO -TRUSTEE. Itis the purpose of this Indenture that there shall
any, law of any (including
be
noviolation of
particularly .the
law
of Florida) denying
of banking. corporations
jurisdiction
or restricting
the right
or associations; to transact business as.
Trustee in such jurisdiction.
It is: recognized that in case' of
litigation under this Indenture, and in particular in
enforcement of either on default, or in case
future law of any jurisdiction ii
any present
that by reason of
may not exercise
d-
granteto the Tr
Trustee
desirable
of
case of :the:.,
the Trustee deems
any of the powers, rights or remedies herein
or to take any other action which may be
or necessary in connection therewith, it may
necessary that the Trustee appoint an
separate or co -trustee.
are adapted to
additional institution. as
The following provisions of this Section
these ends.
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In the event that
institution as a separate
the Trustee appoints an additional
or co -trustee, each and every remedy,
power, right, claim, demand,
cause of action,
interest and lien expressed or intended
by
exercised or ve
sted ested in, or conveyed to the Trustee with respect,
immunity estate,
thereto shall be exercisable by and vest in such
co -trustee but only to the extent necessary to enable the
or co -trustee to exercise such
every
such separate
either of them.
Should any instrument in writing
separate
or
separate
powers, rights and remedies, and
or co -trustee: shall
covenant and obligation necessary to the
run
to : and
from the
e
exercise thereof by
be enforceable : by
City be required by
the separate trustee or co -trustee so appointed by the Trustee
more fully and certainly vesting_ in and confirming to
properties, rights, powers, trusts, duties
and all instruments in writing shall, on request
acknowledged" and delivered by the City. In
trustee or co -trustee, or a successor, to either
for
it such
and obligations, any
be
executed,
case any separate
shall become
incapable of acting, resign or be removed, all the estates,
properties, rights, powers, trusts, duties and obligations
separate trustee or co -trustee, so far as permitted by law, shall
of such
vest in and be exercised by the Trustee until the appointment
new trustee or successor' to such separate trustee or co -trustee.
of a
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OF BONDHOLDERS.: The City and the Trustee may, without the
of or notice-toany of the Bondholders, enter into an
this Indenture as shall not
indentures supplemental
:ARTICLE XII
SUPPLEMENTAL INDENTURES
SECTION 1201. SUPPLEMENTAL INDENTURES NOT .REQUIRING CONSENT
consent
indenture or
be
inconsistent with the terms and provisions hereof for any one or
more ofthe following purposes:
(a) To cure any ambiguity
this Indenture, or
formal defect or omission
in
(b) To grant to or confer upon the Trustee for the benefit
the Bondholders any additional rights,
remedies, powers or
authority that may lawfully be granted to or
conferred upon
Bondholders or the Trustee or either_ of them;: or
(c) To subject to the lien and pledge of, this
additional revenues; or
(d) Issuance of subsequent series
the
Indenture.
of bonds authorized
Indenture
herein, to subject to and secure by .the_ terms of this
such subsequently issued bonds.
SECTION 1202. SUPPLEMEN
TAL CONSENT OF
BONDHOLDERS. Exclusive` of supplemental indentures covered by
Section 1201 hereof and subject to the.
contained in this Section,
and not,_ otherwis
terms and provisions
e, the holders of not
less than two-thirds (2/3) in aggregate principal amount of each
series of the Bonds then Outs
time to time,.
tanding shall have, the right, from
anything contained in this Indenture to the contrary
notwithstanding, to consent to and
City and the Trustee of such other indentures supplemental hereto`
as shall: be deemed necessary and desirable by the City for the
purpose f'modifying, altering, amending, adding to or;resci.ndng,:
approve the execution by
the
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in any particular, any of the terms or provisions contained in
this Indenture orin any supplemental indenture; provided,
however, that nothingin this Sectioncontained shall permit or be
construed as permitting (a) an extension of the stated maturity or
reduction in the principal amount of, or reduction in the rate or
any
extension of time of payment of interest on, orireducti.on of
premium payable on the redemption of, any Bonds,' without the
consent of the holders of all the Bonds at the time Outstanding,
(b) a privilege or priority of any Bond of any series over
other Bond of the same series, or (c) a reduction in the aforesaid
aggregate principal amount of Bonds the holders of
any
which.;are
required to consent to any such supplemental indenture,
without
the consent of the holders of all the Bonds, at the
time
Outstanding which would be affected by the action to be taken,
or.
the Trustee,
(d) modifythe rights, duties or immunities- . of
without the written consent of the Trustee.
If at any the. City shall request the Trustee to enter
into any such supplemental indenture for any of
this
Section, the .Trustee,, shall, upon
being
the purposes
of
satisfactorily
indemnified with respect to expenses, cause such notice
;proposed execution of such
of the
supplemental indenture to be mailed to
the owners of the Bonds in like manner as other notices hereunder
of such
t the
are mailed at least ninety (90) days prior to execution
supplemental indenture. Such notice shall briefly set. forth
nature of the proposed supplemental indenture and shall state that
copies thereof are on file at the principal office of the Trustee
for i
'nspection by all Bondholders. If, within sixty (60) days or
such longer period as shall be prescribed by the City following
the mailing of such notice, the holders of not less than
two-thirds (2/3) in aggregate principal amount of the Bonds
Outstanding at the time of the execution of any such supplemental
indenture shall have consented to and approved the execution
s.herein "provided, no holder of any Bond shall have any
object to any of the terms and provisions contained
thereof a
right to
127
therein, or the operation
Trustee or the City from
thereof, or to enjoin or restrain
the
executing the same or from taking any
action pursuant to the provisions thereof. Upon the "execution of
any such supplemental indenture as in this Section permitted and
provided, this Indenture shall be and be deemed to be modified and
amended in accordance therewith. The Trustee may receive
opinion '. HofIndependentCounsel
indenture entered. intoby the City and the Trustee
an
that any = such ° supplemental
complied with
the provisions of this Article and the Trustee may rely
opinion.
upon such
128.
ARTICLE XIII
MISCELLANEOUS
request, direction, approval,
required by this Indenture
Bondholders may be
signed and executed
by the
concurrent writings of similar
tenor and may be signed or executed by such Bondholders in person
SECTION 1301. CONSENTS, ETC., OF BONDHOLDERS., Any consent,
objection or other instrument
to :be
in any number of
or by agent appointed
in writing. Proof of the, execution of
any
or other
such consent, request, direction, approval, objection
instrument or of, the writing appointing any such shall
be
sufficient for any of the purposes of this Indenture and shall
to any action taken
conclusive in favor of
under
the Trustee
with regard
be
such request or other instrument, if the fact and date of
the execution by any person of any such writing is `provedby
certificate Of any officer in any .jurisdiction who by"law
the
has
power to take acknowledgements within such jurisdiction that the
person signing such writing acknowledged
thereof, affidavit
or -is proved
before him the .'execution
any
witness
0
such
execution.
SECTION 1302. LIMITATION OF RIGHTS.' With the exception o
rights herein expressly conferred, nothing
in or to be implied from this Indenture
expressed or mentioned
or the Bonds, is intended
Or, shall be construed togive-to any person,or
the parties hereto, and the holders of the
Bo
company other than
nds,.any legal or
equitable right, remedy or claim under or in
respect to , this
Indenture or any covenants, conditions and provisions
contained; this Indenture and all of;the Covenants, 'conditions
herein
and
provisions hereof being intended to be and being, for the sole and
parties hereto and the holders of the
exclusive benefit of the
Bonds as herein provided.
SECTION 1303. SEVERABILITY. If any provision
Indenture shall
inoperative.
this
be:held or deemed to be or, shall, in'.fact,; be
or unenforceable as ` applied in any. particular
by.
129
case in any jurisdictiOfl or jurisdictions or in all jurisdictions,
r in all cases because it conflicts with anyother provision or
provisions hereof or any other reason, such circumstances shall
not have the effect of rendering the provision in question
inoperative or unenforceable in any other case or circumstance, or
of rendering any other: provision or provisions herein contained
to any extent whatever.
invalid, inoperative
or unenforceable
The invalidity of anyone or more phrases, sentences, clauses
Indenture contained, shall not* affect the
this Indenture, or` any part thereof.
or sections in� this.
remaining portions of
SECTION 1304. NOTICES. It
any notice, request,
hereto if the
follows:
parties
addressed as
(a)
shall be sufficientservice o
complaint, demand or
other paper on the
same shall be duly mailed, postage prepaid,
If to the. City,
(b) If to the Trustee, to
The City and the Trustee may, by notice given hereunder,.
any further or dif
ferent to which subsequent
certificatesor other communication shall be sent, but
notice of change of address shall; be, effective only when
by the Trustee .onbehalf of the Bondholders, and by each
designate
notices
such
received
other par
SECT
tyhereto.
ION 1305. TRUSTEE AS BOND REGISTRAR AND PAYING AGENT..
The Trustee is
hereby designated, and agrees to act as Bond
Registrar and Paying Agent for and in respect to
SECTION 1306. PAYMENTS DUE ON
case where the date
Bonds or the date
Sunday or a legal
are authorized by
the Bonds.
SUNDAYS AND HOLIDAYS. In and
Of maturity of intereston or principal of the
fixed for redemption of any Bonds shall be on a
holiday or a day on which banking institutions
law to close, then payment of interest or`
130
principal (and premium, if any) need not be made on such date but
may be made on the next succeeding business day not a Sunday or a
legal holiday or a day upon which banking institutions are
authorized by law to close with the same force and effect as if
made on the date of maturity or the date fixed for redemption, and
)
no interest shall accrue for the period after such date.
SECTION 1307. HEADINGS NOT PART OF INDENTURE. Any headings
preceding the text of the several Articles or Sections 'hereof, and
any table of contents or marginal notes appended to copies hereof,
shall be solely for convenience of reference and shall not
constitute a part of this Indenture, nor shall they affect its
meaning, construction or effect.
SECTION 1308. COUNTERPARTS. This Indenture may be
simultaneously executed in several counterparts, each of which
shall be an original and all of which shall constitute but one and
the same instrument.
SECTION 1309. APPLICABLE LAW. This Indenture shall be
governed exclusively by the applicable laws of the State of
Florida.
SECTION 1310. INDENTURE EFFECTIVE UPON EXECUTION. This
Indenture shall not become effective and shall be of no force and
effect, unless and until it shall be executed and delivered.
IN WITNESS WHEREOF, the City of Miami, Florida, has caused
these presents to be signed in its name and behalf by its Mayor
and its corporate seal to be hereunto affixed and attested by its
City Clerk and to evidence its acceptance of the trust hereby
created, has caused
these presents to be signed in its name and behalf by one of its
, its official seal to be hereunto affixed, and the
same to
e attested by one of its Trust Officers, all as of the
131
first day of , 1979, but actually executed and delivered
by the Trustee
(SEAL),.
ATTEST:
City Clerk
(SEAL)
ATTEST:
day of , 1979.
Individual Authorized by the
Board ofDirectors to Attest
CITY, OF MIAMI,` ;FLORIDA:
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