The URL can be used to link to this page

96-21898 RESO CITY OF MIAMI BEACH, FLORIDA RESOLUTION NO. 96-21898 Adopted on February 20, 1996 Authorizing and Securing Parking Revenue Bonds TABLE OF CONTENTS Paqe ARTICLE I DEFINITIONS Section 10l. Meaning of Words and Terms . . . 4 Section 102. Rules of Construction . . . 20 Section 103. Resolution Constitutes Contract 21 ARTICLE II FORM, EXECUTION, DELIVERY AND REGISTRATION OF BONDS Section 20l. Issuance of Bonds . . . 22 Section 202. Details of Bonds . . . . . . . . 22 Section 203. Execution and Form of Bonds 25 Section 204. Authentication of Bonds 33 Section 205. Exchange of Bonds . . . . . 33 Section 206. Negotiability, Registration and Transfer of Bonds . . . . . . . . . . . . . . . 33 Section 207. Ownership of Bonds . . . . . . . . . . . 34 Section 208. Authorization of Series 1996A Bonds and Refunding of Prior Bonds; Negotiated Sale of Series 1996A Bonds . . . . 34 Section 209. Additional Bonds . . . . 38 Section 210. Refunding Bonds . . . . . . 42 Section 21l. Other Indebtedness . . . 45 Section 212. Temporary Bonds 47 Section 213. Mutilated, Destroyed or Lost Bonds 47 Section 214. provisions with Respect to Book-Entry System . . . . . . . . . . . . . . 48 Section 215. Capital Appreciation Bonds; Capital Appreciation and Income Bonds 48 ARTICLE III REDEMPTION OF BONDS Section 30l. Redemption Generally . . . . . . . . . . . 49 Section 302. Selection of Bonds for Redemption or Purchase . . . . . . . 49 Section 303. Redemption Notice . . . . . . . . . . 49 Section 304. Partial Redemption of Bonds 50 Section 305. Effect of Calling for Redemption . . . . . 50 Section 306. Cancellation of Bonds . . . . . 51 Section 307. Bonds Called for Redemption Deemed Not Outstanding . . . . . . . . . . . . . . 51 - i - 009: [04S48.00CS. MIA 180203]RESOLUTION-6. Section 401. Section 402. Section 403. Section 404. Section 405. Section 501. Section 502. Section 503. Section 504. Section 505. Section 506. Section 507. Section 508. Section 509. Section 510. Section 511. Section 512. Section 513. Section 514. Section 601. Section 602. Section 603. Section 604. Section 605. Section 701. Section 702. Section 703. ARTICLE IV CONSTRUCTION FUND Construction Fund Payments from Construction Fund Cost of Improvements Title to Properties Acquired Disposition of Construction Fund Balance 52 52 52 53 54 ARTICLE V REVENUES AND FUNDS Parking Rates Rate Covenant Annual Budget Enterprise Fund Debt Service Account and Other Accounts Payment of Current Expenses Application of Moneys in Bond Service Subaccount Application of Moneys in Redemption Subaccount Application of Moneys in Reserve Account Application of Moneys in Subordinated Indebtedness Account Application of Moneys Remaining in Enterprise Fund Application of Moneys in Debt Service Account Money Held in Trust Cancellation of Bonds 55 55 56 56 57 59 59 60 61 63 64 64 65 65 ARTICLE VI DEPOSITARIES OF MONEYS, SECURITY FOR DEPOSITS AND :INVESTMENT OF FUNDS Security for Deposits Investment of Moneys . Valuation of Investment Obligations Accounting for Funds Tax Covenants 66 66 68 68 69 ARTICLE VII PARTICULAR COVENANTS Payment of Principal, Interest and Premium; Pledge of Net Revenues Construction of Improvements; Operation of Parking System Employment of Consulting Engineers . 70 70 71 D09:[04548.DOCS.MIAl80203]RESOLUTION-6. - ii - Section 704. Section 705. Section 706. Section 707.. Section 708. Section 709. Section 710. Section 711. Section 712. Section 713. Section 714. Section 801. Section 802. Section 803. Section 804. Section 805. Section 806. Section 807. Section 808. Section 809. Section 810. Section 901. Employment of Accountant . . 71 Insurance . . . . . . . . . 71 Use of Revenues . . . . . . 73 Records, Accounts and Audits 73 Supervisory Personnel 73 Separate Parking Facilities 73 No Free Parking . . . . . . 74 Enforcement of Collections . 74 Management by Others of the Parking System . . . . . . . . . . . . . . 74 Sale or Other Disposition of the Parking System . . . . . . . . . . . . . . 75 Covenants with Providers of Credit Facilities, Liquidity Facilities, Reserve Account Insurance policies or Reserve Account Letters of Credit . . . . 77 ARTICLE VIII REMEDIES Extension of Interest Payment Events of Default . . . . Acceleration of Maturities . . Enforcement of Remedies Pro Rata Application of Funds Effect of Discontinuance of Proceedings Restrictions on Individual Bondholder Actions . . . . . No Remedy Exclusive Delay Not a Waiver . Right to Enforce Payment of Bonds 78 78 79 80 81 83 83 83 83 84 ARTICLE IX EXECUTION OF INSTRUMENTS BY BONDHOLDERS AND PROOF OF OWNERSHIP OF BONDS Execution of Instruments by Bondholders and Proof of Ownership of Bonds 85 ARTICLE X SUPPLEMENTAL RESOLUTIONS Section 1001. Supplemental Resolution without Bondholders' Consent 86 Section 1002. Supplemental Resolution with Bondholders' Consent 87 Section 1003. Supplemental Resolutions Part of Resolution . . . . . 88 009: [04S48.DOCS.MIA180203]RESOLUTION-6. - iii - ARTICLE XI DEFEASANCE Section 1101. Cessation of Interests of Bondholders 90 ARTICLE XII PROVISIONS RELATING TO THE SERIES 1996A BOND INSURER Section 1201. provisions relating to the Series 1996A Bond Insurer .. .... 93 ARTICLE XIII MISCELLANEOUS PROVISIONS Section 130l. Effect of Covenants . . . . . . 103 Section 1302. Manner of Giving Notice . . . 103 Section 1303. Successorship of Bond Registrar 104 Section 1304. Successorship of City Officers . . . 104 Section 1305. Substitute Publication . . . . . 104 Section 1306. Inconsistent Resolutions . . . . . . 104 Section 1307. Further Acts . . . . . . . . . 104 Section 1308. Headings Not Part of Resolution . . 105 Section 1309. Beneficiaries under Resolution 105 Section 1310. Effect of Partial Invalidity . . 105 Section 1311. Resolution Effective . . . . . . . . 105 EXHIBIT A INITIAL SEPARATE PARKING FACILITIES A-l - iv - 009: [04S48.00CS.MIA 180203]RESOLUTION-6. RESOLUTION NO. 96-21898 _RESOLUTION AUTHORIZING THE ISSUANCE OF PARKING REVENUE REFUNDING BONDS, SERIES 1996A, IN AN AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $12,000,000, OF THE CITY OF MIAMI BEACH, FLORIDA, FOR THE PURPOSE OF REFUNDING THE CITY'S OUTSTANDING PARKING REVENUE BONDS, SERIES 1988; PROVIDING FOR THE ISSU- ANCE OF ADDITIONAL PARKING REVENUE BONDS AND THE INCURRENCE OF OTHER TYPES OF INDEBTED- NESS OF THE CITY TO PAY ALL OR PART OF THE COST OF ADDITIONAL IMPROVEMENTS TO THE CITY'S PARKING SYSTEM AND FOR REFUNDING OUT- STANDING PARKING REVENUE BONDS; PROVIDING FOR THE PAYMENT OF SUCH BONDS, OTHER SYSTEM DEBT AND THE INTEREST THEREON; SETTING FORTH THE RIGHTS AND REMEDIES OF THE HOLDERS OF SUCH BONDS AND OTHER INDEBTEDNESS; PROVIDING CERTAIN DETAILS OF THE SERIES 1996A BONDS; DELEGATING CERTAIN MATTERS IN CONNECTION WITH THE ISSUANCE OF THE SERIES 1996A BONDS AND THE REFUNDING OF THE PRIOR BONDS TO THE MAYOR; AUTHORIZING THE NEGOTIATED SALE OF THE SERIES 199 6A BONDS AND APPROVING THE FORM AND EXECUTION OF THE BOND PURCHASE AGREEMENT FOR THE SERIES 1996A BONDS; AP- PROVING THE FORM OF PRELIMINARY OFFICIAL STATEMENT FOR THE SERIES 199 6A BONDS AND AUTHORIZING EXECUTION OF THE OFFICIAL STATE- MENT FOR THE SERIES 1996A BONDS; PROVIDING FOR A CREDIT FACILITY FOR THE BENEFIT OF THE SERIES 1996A BONDS; PERMITTING THE FUNDING OF A PORTION OF THE RESERVE ACCOUNT REQUIRE- MENT WITH A RESERVE ACCOUNT INSURANCE POLICY AND APPROVING THE FORM AND EXECUTION OF AN :INSURANCE AGREEMENT WITH THE PROVIDER THERE- OF; APPROVING THE FORM AND EXECUTION OF AN ESCROW DEPOSIT AGREEMENT FOR THE PRIOR BONDS; COVENANTING TO PROVIDE CONTINUING DISCLOSURE IN CONNECTION WITH THE SERIES 1996A BONDS IN ACCORDANCE WITH SECURITIES AND EXCHANGE COMMISSION RULE 15c2 -12; AUTHO- RIZING OFFICIALS OF THE CITY TO TAKE ALL NECESSARY ACTIONS IN CONNECTION WITH THE ISSUANCE OF THE SERIES 1996A BONDS AND RE- FUNDING OF THE PRIOR BONDS; PROVIDING A SEVERABILITY CLAUSE AND PROVIDING AN EFFEC- TIVE DATE. 009: [04S48.00CS.MIA 180203]RESOLUTION-6. WHEREAS, the City of Miami Beach, Florida (the "City") is a political subdivision and public body politic and corporate in Dade County, Florida (the "County"), duly organized and operating under the Constitution and laws of the State of Florida (the "State"), including 2articularly Chapter 166, Florida Statutes, as amended, and the City of Miami Beach Charter (together, the "Act"); and WHEREAS, the City has the power and authority to acquire, own, maintain and operate on a revenue-producing basis a public parking system and the City currently owns, maintains and operates a public parking system (as hereinafter defined, the "Parking Systemll); and WHEREAS, under the authority granted by the Act, the City is authorized to issue parking revenue bonds to pay the cost of Improvements (hereinafter defined) to the Parking System and to refund outstanding debt obligations incurred in connection with the Parking System and to pledge for the payment of such revenue bonds the Net Revenues (hereinafter defined) of the Parking System; and WHEREAS, under the authority granted by the Act, the City has previously issued $12,000,000 aggregate principal amount of its Parking Revenue Bonds, Series 1988, of which $9,680,000 are now outstanding (the "Prior Bonds"), pursuant to Resolution No. 88- 19468 adopted by the City Commission of the City (the "Commission") on December 9, 1988, as supplemented and amended (the "Prior Bonds Resolution"), the proceeds of which were applied to refund certain outstanding parking revenue bonds of the City and fund certain improvements to the Parking System; and WHEREAS, the City has determined that it can obtain substan- tial debt service savings as well as restructure the covenants with respect to the Parking System contained in the Prior Bonds Resolution by refunding the Prior Bonds; and WHEREAS, the City has determined to issue its Parking Revenue Refunding Bonds, Series 1996A (the "Series 1996A Bonds") to refund the Prior Bonds, which Series 1996A Bonds shall be payable solely from and secured by a pledge of the Net Revenues; and WHEREAS, the City Commission of the City (the "Commission") has determined that it is in the best interests of the City to delegate to the Mayor of the City, who shall rely upon the recommendations of Rauscher pierce Refsnes, Inc., the City's financial advisor (the "Financial Advisor"), the determination of various terms of the Series 1996A Bonds, the final award of the Series 1996A Bonds, including execution of a Bond Purchase Agree- ment, the dates of redemption, if any, of the Prior Bonds, whether to fund the Reserve Account in part with a Reserve Account Insurance Policy, and all other actions necessary or desirable in connection with the issuance of the Series 1996A Bonds and the refunding of the Prior Bonds, subject to the limitations herein, which provisions shall be contained in a certificate of the Mayor (the "Mayor's Certificate") executed at the time of final award of the Series 1996A Bonds or, with respect to the Prior Bonds, in the Escrow Agreement (hereinafter defined); and - 2 - D09:[04S48.DOCS.MIAl80203]RESOLUTION-6. WHEREAS, because of the character of the Series 1996A Bonds, prevailing market conditions, the complexity of structuring a refunding and the recommendations of the financial advisor to the City, the Commission has further determined that the sale of the Series 1996A Bonds on the basis of a negotiated sale rather than a public sale by competitive bid is in the best interests of the City; and WHEREAS, the City has determined to provide in this Resolution for authorizing the issuance hereafter of other Parking Revenue Bonds and other forms of indebtedness of the City payable from the Net Revenues under this Resolution for the purpose of paying all or any part of the cost of any other improvements, renewals and replacements of the Parking System or any part thereof and such extensions and additions thereto as may be necessary or desirable, in the judgment of the City, to keep the same in proper condition for the safe, efficient and economic operation thereof or to refund or refinance all or a portion of the Bonds or any series thereof or other indebtedness of the City incurred with respect to the Parking System then outstanding, and to prescribe the terms and conditions under which such Bonds and other indebtedness may be authorized and issued; NOW THEREFORE, BE IT DULY RESOLVED BY THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA: - 3 - D09:[04S48.DOCS.MIA180203]RESOLUTlON-6. ARTICLE I DEFINITIONS Section 101. Meaninq of Words and Terms. In addition to words and terms elsewhere defined in this Resolution, the following words and terms as used in this Resolution shall have the following meaning, unless some other meaning is plainly intended: "Accountant II shall mean the independent certified public accountant or firm of independent certified public accountants which shall have a favorable reputation for skill and experience in accounting matters at the time and during the period employed by the City under the provisions of Section 704 of this Resolution to perform and carry out the duties imposed on the Accountant by this Resolution. IIAccreted Valuell shall mean, as of any date of computation with respect to any Capital Appreciation Bond, an amount equal to the principal amount of such Bond (the principal amount on the date of original issuance), plus the interest accrued on such Bond from the date of original issuance to the Interest Payment Date next preceding the date of computation or the date of computation if an Interest Payment Date, compounded periodically at the times provided for in the Mayor's Certificate with respect to the Series 1996A Bonds or pursuant to the Series Resolution authorizing the issuance of any other Bonds with respect to such other Bonds, and if such date of computation is not an Interest Payment Date, a portion of the difference between the Accreted Value as of the immediately preceding Interest Payment Date (or the date of original issuance if such date of computation is prior to the first Interest Payment Date) and the Accreted Value as of the immediately succeeding Interest Payment Date, calculated based on the assump- tion that Accreted Value accrues during any period in equal daily amounts on the basis of a year of twelve 30-day months. IIActll shall have the meaning ascribed to it in the recitals to this Resolution. IIAdditional Bonds II shall mean the Bonds issued at any time under the provisions of Section 209 of this Resolution. IIAlternative Parity Debt II means indebtedness of the City (including the assumption or guarantee of the debts of others) or borrowed money (including refunding or refinancing of then existing indebtedness and leases capitalized in accordance with generally accepted accounting principles) incurred in accordance with Section 211 of this Resolution. IIAmortization Requirementsll shall mean the amounts required to be deposited in the Redemption Subaccount for any Series of Bonds for the purpose of redeeming prior to their maturity and paying at their maturity the Term Bonds of any Series, issued pursuant to this Resolution, the specific amounts and times of such deposits to - 4 - D09:[04S48.DOCS.MIA180203]RESOLUTION-6. be determined in the Mayor's Certificate with respect to the Series 1996A Bonds or pursuant to a Series Resolution relating to any other Series of Bonds with respect to such other Bonds. "Annual Budget" shall mean the Annual Budget adopted pursuant to Section 503 of this Resolution. "Appreciated Value" shall mean, (i) as of any date of compu- tation with respect to any Capital Appreciation and Income Bond up to the Interest Commencement Date set forth in the Mayor's Certificate with respect to any Series 1996A Bond or pursuant to the Series Resolution for any other Series of Bonds with respect to such other Bond, an amount equal to the principal amount of such Bond (the principal amount on the date of original issuance) plus the interest accrued on such Bond from the date of original issuance of such Bond to the Interest Payment Date next preceding the date of computation or the date of computation if an Interest Payment Date, such increased value to accrue at the stated rate per annum of such Bond compounded on the Interest Payment Dates of such year, plus, if such date of computation shall not be an Interest Payment Date, a portion of the difference between the Appreciated Value as of the immediately preceding Interest Payment Date (or the date of original issuance if the date of computation is prior to the first Interest Payment Date succeeding the date of original issuance) and the Appreciated Value as of the immediately succeed- ing Interest Payment Date calculated based upon an assumption that Appreciated Value accrues during any semi-annual period in equal daily amounts on the basis of a year of twelve 30-day months and (ii) as of any date of computation on and after the Interest Commencement Date, the Appreciated Value on the Interest Commence- ment Date. "Arbitrage Rebate Fund" shall mean a fund or funds established by the City for the deposit of moneys necessary for payments required to be made to the United States of America in connection with any Series of Bonds or System Debt subject to arbitrage rebate requirements under the Code. The moneys in such fund or funds shall be applied only for the purposes for which such fund or funds are established and shall not be subject to a lien or charge in favor of Holders of any Bonds or holders of any System Debt and shall not be pledged as security for the payment of any Bonds or System Debt. "Bond Counsel" shall mean Squire, another lawyer or law firm selected by national reputation for skill in matters municipal bonds. Sanders & Dempsey, or the City of favorable relating to tax-exempt "Bond Purchase Agreement" shall mean the Bond Purchase Agreement to be entered into between the City and the Underwriters in connection with the issuance of the Series 1996A Bonds. "Bond Registrar" shall mean (i) with respect to the Series 1996A Bonds, First Union National Bank of Florida, Miami, Florida, - 5 - 009: [04S48.DOCS .MIAl80203]RESOLUTION-6. and (ii) with respect to any other Series of Bonds, a bank or trust company, either within or outside the State of Florida, designated as such by the Commission in the Series Resolution authorizing such Series of Bonds, each of which shall perform such functions as Bond Registrar as are required by Article II of this Resolution. "Bonds" shall mean collectively the Bonds issued under the provisions of Article II of this Resolution. "Bondholders" or "Holders" shall mean the registered owners of the Bonds. "Bond Service Subaccountll shall mean the Bond Service Subac- count, a special subaccount within the Debt Service Account created and designated by Section 505 of this Resolution. "Capital Appreciation Bond" shall mean any Bond or Bonds of a Series issued under this Resolution as to which interest is compounded periodically on each of the applicable periodic dates designated for compounding in the Mayor's Certificate with respect to the Series 1996A Bonds or pursuant to the Series Resolution for any other Series of Bonds with respect to such other Bonds and payable in an amount equal to the then current Accreted Value to the date of maturity or redemption prior to maturity as designated in such Mayor's Certificate or Series Resolution and which may be either Serial Bonds or Term Bonds. "Capital Appreciation and Income Bonds" shall mean any Bond or Bonds of a Series issued under this Resolution as to which accruing interest is not payable prior to the Interest Commencement Date specified in the Mayor's Certificate with respect to the Series 1996A Bonds or pursuant to the Series Resolution for any other Series of Bonds with respect to such other Bonds and the Appreciat- ed Value for such Bonds is compounded periodically on certain dates designated in such Mayor's Certificate or Series Resolution prior to the Interest Commencement Date for such Capital Appreciation and Income Bonds and which may be either Serial Bonds or Term Bonds. "Capital Expenditures" shall mean all expenditures made for extensions, additions, improvements, renewals and replacements (other than ordinary maintenance and repairs) acquired, constructed or installed for the purpose of preserving, extending, increasing or improving the Parking System or for reducing the cost of operation, and shall include the cost of purchasing and installing such equipment and appurtenances as may be necessary to meet the demands upon the Parking System; Capital Expenditures shall also include, without limitation, the acquisition of such lands and rights-of-way and such engineering, legal and administrative expenses as may be required in connection with the foregoing. "City" shall mean the City of Miami Beach, Florida. - 6 - D09:[04S48.DOCS.MIA180203]RESOLUTlON-6. "City Attorney" shall mean the City Attorney of the City, his or her designated assistant or the officer succeeding to his or her principal functions. "City Clerk" shall mean the City Clerk of the City or his or her designee or the officer succeeding to his or her principal functions. "City Manager" shall mean the City Manager of the City or his or her designee or the officer succeeding to his or her principal functions. "Code" shall mean the Internal Revenue Code of 1986, as amended from time to time, and the regulations promulgated there- under and, to the extent applicable, under the Internal Revenue Code of 1954, as amended. "Commission" shall mean the City Commission of the City or the commission, board or body in which the general legislative power of the City shall be vested. "Completion Date" shall mean the date of completion of the acquisition or construction of any Improvements, as such date shall be certified pursuant to the requirements of Section 405 of this Resolution. "Construction Fund" shall mean the Parking System Construction Fund, a special fund created and designated by Section 401 of this Resolution. "Consulting Engineers" shall mean one or more licensed profes- sional engineers or firms of professional engineers at the time employed by the City under the provisions of Section 703 of this Resolution to perform and carry out the duties imposed on the Consulting Engineers by this Resolution. "Continuing Disclosure Commitment" shall mean the continuing disclosure commitment to be delivered by the City concurrently with the delivery of the Bonds which, together with the agreements of the City set forth in Section 208 of this Resolution, shall constitute the continuing disclosure agreement made by the City for the benefit of holders and beneficial owners of the Series 1996A Bonds in accordance with the Rule. "Convertible Bonds" shall mean Bonds issued under this Reso- lution which are convertible, at the option of the City, into a form of Bonds which are permitted by this Resolution other than the form of such Bonds at the time they were issued. "Cost" as applied to any Improvements, shall embrace the costs of acquisition and construction and all obligations and expenses and all items of cost which are set forth in Section 403 of this Resolution. - 7 - D09:[04S48.DOCS.MIAl80203]RESOLUTION-6. "County" shall mean Dade County, Florida, a political subdivision of the State of Florida. "Credit Facility" shall mean an irrevocable letter of credit, policy of municipal bond insurance, guaranty, purchase agreement, credit agreement, surety bond or similar facility in which the entity providing such facility irrevocably agrees to provide funds to make payment of the principal of and interest on Bonds or System Debt provided that such entity is at the time of providing such facility of sufficient credit quality to entitle debt backed by its Credit Facility to be rated in one of the two highest long-term rating categories (without regard to any gradations within such categories) by either Standard & Poor's or Moody's. "Current Expenses" shall mean the City's reasonable and necessary current expenses of maintenance, repair and operation of the Parking System and shall include, without limiting the generality of the foregoing, all ordinary and usual expenses of maintenance, repair and operation, which may include expenses not annually recurring, any reasonable payments to pension or retire- ment funds properly chargeable to the Parking System, insurance premiums, engineering expenses relating to maintenance, repair and operation, management fees paid by the City to any independent operators or managers of any part of the Parking System, fees and expenses of the Bond Registrar and Escrow Agent, legal and accounting expenses, expenses incurred in the collection of parking violation fines imposed on users of the Parking System which under State law may be applied to purposes consistent with this Resolu- tion, costs of complying with the continuing disclosure require- ments under the Rule, any fees, fines, or penalties lawfully imposed on the Parking System, any taxes which may be lawfully imposed on the Parking System or its income or operations and reserves for such taxes, annual fees for the maintenance of Credit Facilities, Liquidity Facilities, Reserve Account Insurance Policies, Reserve Accounts Letters of Credit or Interest Rate Swaps (other than payments due under an Interest Rate Swap on a parity with interest due on the Bonds and termination payments thereun- der) , and any other expenses required to be paid by the City in connection with the Parking System under the provisions of this Resolution or by law, including any amounts required from time to time to pay arbitrage rebate under the Code to the United States of America directly or to fund the Arbitrage Rebate Fund, but shall not include any reserves for extraordinary maintenance or repair, or any allowance for depreciation, or any administrative expenses payable to the City's General Fund, or any deposits or transfers to the credit of the Debt Service Account, the Reserve Account or the Subordinated Indebtedness Account. "Current Interest Bonds" shall mean Bonds the interest on which is payable to the Bondholder on the Interest Payment Dates with respect thereto and not only at the maturity thereof. - 8 - D09:[04548.DOCS.MIA180203]RESOLUTION-6. "Daily Newspaper" shall mean a newspaper published in the English language on at least three (3) business days in each calendar week. "Debt Service Account" shall mean the Parking Revenue Bonds Debt Service Account, a special account within the Enterprise Fund created and designated by Section 505 of this Resolution. "Defaulted Interest" shall have the meaning attributed to such term in Section 202 of this Resolution. "DTC" shall mean The Depository Trust Company, New York, New York, its successors and their assigns. "Depositary" shall mean any bank or trust company duly authorized by law to engage in the banking business and designated by the Finance Director as a depositary of moneys under the provisions of this Resolution. "Enterprise Fund" shall mean the Parking System Enterprise Fund, the special fund described in Section 504 of this Resolution. "Escrow Agent" shall mean First Union National Bank of Florida, Miami, Florida, in the capacity of escrow agent with respect to the Prior Bonds. "Escrow Agreement" shall mean the Escrow Deposit Agreement to be entered into between the City and the Escrow Agent in connection with the refunding of the Prior Bonds. "Finance Director" shall mean the Director of Finance of the City or the officer succeeding to his or her principal functions. "Financial Statements" shall mean the audited financial statements of the City relating to the Parking System, prepared in accordance with generally accepted accounting principles applicable to parking systems owned by cities, which in the case of the Parking System may be those provisions of the City's Consolidated Audited Financial Report relating to the Parking System. "Fiscal Year" shall mean the period commencing on the first day of October and ending on the last day of September of the following year as the same may be amended from time to time to conform to the fiscal year of the City. "Government Obligations" shall mean any of the following, to the extent the same is legal for the investment of public funds under State law: (i) direct general obligations of, or obligations the timely payment of the principal of and interest on which are unconditionally guaranteed by, the United States of America; - 9 - D09:[04S48.DOCS.MlAl80203]RESOLUTION-6. (ii) obligations issued or guaranteed by any instru- mentality or agency of the United States of America, whether now existing or hereafter organized, including but not limited to those of the Federal Financing Bank, the members of the Farm Credit System whether individually or consolidated, Federal Home Loan Banks, the Export-Import Bank, Government National Mortgage Association and the Tennessee Valley Authority; (iii) evidences of ownership of proportionate interests in future interest or principal payments on specified obliga- tions described in clause (i) of this definition held by a bank or trust company as custodian, under which the owner of the investment is the real party in interest and has the right to proceed directly and individually against the obligor on the underlying obligations described in clause (i) of this definition, and which underlying obligations are not available to satisfy any claim of the custodian or any person claiming through the custodian or to whom the custodian may be obli- gated; and (iv) municipal obligations, the timely payment of the principal of, interest on and redemption premium, if any, on which are irrevocably secured by obligations described in clause (i) of this definition which will provide sufficient moneys for the payment of the principal of, interest on and redemption premium, if any, of such municipal obligations and which obligations described in clause (i) have been deposited in an escrow account irrevocably pledged to the payment of the principal of, interest on and redemption premium, if any, of such municipal obligations. "Improvements" shall mean such improvements, renewals and replacements of the Parking System or any part thereof and such extensions and additions thereto as may be necessary or desirable, in the judgment of the City, to keep the same in proper condition for the safe, efficient and economic operation thereof and to integrate into the Parking System any unit or part thereof, and shall include such land, structures and facilities as may be authorized to be acquired or constructed by the City under the provisions of State law and such improvements, renewals and replacements of such land, structures and facilities of the Parking System and such extensions and additions thereto as may be necessary or desirable for continuous and efficient service to the public. "Insurance Agreement" shall mean the Insurance Agreement to be entered into between the City and the Series 1996A Bond Insurer in connection with the Series 1996A Reserve Policy to the extent a portion of the Reserve Account Requirement is funded with the Series 1996A Reserve Policy. "Interest Commencement Date" shall mean, with respect to any Capital Appreciation and Income Bonds, the date specified in the - 10 - D09:(04S48.DOCS.MIAl80203]RESOLUTION-6. Mayor's Certificate with respect to the Series 1996A Bonds or pursuant to the Series Resolution for any other Series of Bonds with respect to such Bonds (which date must be prior to the maturity date of such Bonds) after which interest accruing on such Bonds shall be payable semi-annually with the first such payment date being the applicable Interest Payment Date immediately succeeding such Interest Commencement Date. "Interest Payment Datell shall mean the dates for the payment of interest on a Series of Bonds as shall be established in the Mayor's Certificate with respect to the Series 1996A Bonds or pursuant to the Series Resolution for any other Series of Bonds with respect to such Bonds. II Interest Rate Swap" shall mean an agreement in writing by and between the City and another entity (the IICounterpartyll) pursuant to which (i) the City agrees to pay to the Counterparty an amount, either at one time or periodically, which is determined by reference to a rate of interest or formula and a IInotionalll amount specified in such agreement, during the period specified in such agreement and (ii) the Counterparty agrees to pay to the City an amount, either at one time or periodically, which is determined by reference to a different rate of interest or formula but the same "notional" amount specified in such agreement, during the period specified in such agreement. IIInterim Bonds or Notesll shall mean bonds or notes issued by the City with a final maturity not longer than 60 months (or longer period if then so permitted by the provisions of State law relating to the issuance of bond anticipation notes by municipalities) in anticipation of the refinancing thereof from all or a portion of the proceeds of a Series of Bonds issued under this Resolution. IIInvestment Obligationsll shall mean and include such obliga- tions as are legal for the investment of public funds by the City under State law. "Letter of Representations" shall mean the tations from the City and other necessary including the Bond Registrar, to DTC with deposited with DTC in its book-entry system. letter of represen- parties, if any, respect to Bonds ilLiquidity Facilityll shall mean a letter of credit, policy of municipal bond insurance, guaranty, purchase agreement, line of credit or similar facility in which the entity providing such facili ty agrees to provide funds to pay the purchase price of Optional Tender Bonds upon their tender by the Holders of Optional Tender Bonds provided that such entity is at the time of providing such facility of sufficient credit quality to entitle debt backed by its Liquidity Facility to be rated in one of the two highest short-term rating categories (without regard to any gradations within such categories) in which providers of similar facilities are then rated by either Moody's or Standard & Poor's. - 11 - 009: [04S48.DOCS .MIAl80203]RESOLUTION-6. "Maximum Principal and Interest Requirements" shall mean the maximum amount of Principal and Interest Requirements for any Fiscal Year. "Mayor" shall mean the Mayor of the City, or in his or her absence, the Vice Mayor of the City, or the officer succeeding to his or her principal functions. "Mayor's Certificate" executed by the Mayor prior the Bond Purchase Agreement, Series 1996A Bonds. shall mean the certificate to be to or at the time of the execution of which shall provide the details of the "Moody's" shall mean Moody's Investors Service, Inc., its successors and assigns, and if such entity no longer performs the functions of a securities rating agency, "Moody's" shall refer to any other nationally recognized securities rating agency designated by the City in a written certificate filed with the City Clerk. "Net Revenues" for any particular period shall mean the amount of Revenues for such period less the Current Expenses for such period. "Official Statement 'I shall mean the Official Statement to be delivered by the City in connection with the issuance of the Series 1996A Bonds. "Optional Tender Bonds" shall mean all or the portion of a Series of Bonds issued under this Resolution, a feature of which is an option on the part of the Holders of such Bonds to tender such Bonds to the City, a trustee or other fiduciary for such Holders for payment prior to stated maturity. "Outstanding" shall mean, when used with respect to the Bonds, all Bonds theretofore delivered except: (a) Bonds paid, redeemed or delivered to or acquired by the City and canceled; and (b) Bonds deemed to have been paid in accordance with Section 307 or Section 1101 of this Resolution. "Parking Director" shall mean the City's Director of the Parking System or the employee of the City succeeding to his or her principal functions. "Parking System" shall mean the City's parking system pursuant to which parking facilities are made available by the City for public parking of automobiles and other motor vehicles upon payment of a fee or charge for the privilege of parking, whether such facilities are owned by the City, leased by the City as lessor or lessee, or consist of parking spaces on public streets (whether such streets are City streets, County roads or State roads) for which the City lawfully charges a parking fee by meter or otherwise - 12 - D09:[04S48.DOCS .MIA180203]RESOLUTiON-6. and shall (i) include any Improvements and any Separate Facilities consolidated with the Parking System pursuant to 709 of this Resolution and (ii) exclude any Separate Facilities -not so consolidated with the Parking System. Parking Section Parking IIpreliminary Official Statement II shall mean the Preliminary Official Statement to be delivered by the City in connection with the issuance of the Series 1996A Bonds. "Principal" or IIprincipal" shall mean, (i) with respect to Current Interest Bonds, the stated principal amount thereof, (ii) with respect to Capital Appreciation Bonds, the Accreted Value thereof, as of any particular date of determination, and (iii) with respect to Capital Appreciation and Income Bonds, the Appreciated Value thereof, as of any particular date of determination. "Principal and Interest Requirementsll shall mean the respec- tive amounts which are required in each Fiscal Year to provide: (i) for paying the interest on all Bonds then Out- standing which is payable on each Interest Payment Date in such Fiscal Year, and (ii) for paying the principal of all Serial Bonds then Outstanding which is payable upon the maturity of Serial Bonds in such Fiscal Year, and (iii) the Amortization Requirements for the Term Bonds of such Series for such Fiscal Year. In determining the amount of the Principal and Interest Require- ments for any Fiscal Year, the following rules shall apply: (a) with respect to Variable Rate Bonds, the interest rate shall be assumed to be the average rate of interest for all Variable Rate Bonds for the prior Fiscal Year or portion thereof while said Bonds were Outstanding or if there were no variable Rate Bonds Outstanding during such prior Fiscal Year, then the lesser of (i) the initial rate of interest on such Variable Rate Bonds and (ii) the average rate of interest for the Prior Fiscal Year under a published variable interest rate index selected by the financial advisor to the City which is generally consistent with the rate of interest such Bonds shall bear; "average rate II with respect to Outstanding Variable Rate Bonds shall mean the rate determined by dividing the total annualized amount of interest paid on Variable Rate Bonds in such Fiscal Year or portion thereof by the average principal amount of Variable Rate Bonds Outstanding during such Fiscal Year or portion thereof; (b) with respect to Interim Bonds or Notes, interest only and not the principal shall be included in Principal and Interest Requirements if the Series of Bonds all or a portion of the proceeds of which are expected to be used to refinance - 13 - 009: [04548. DOCS .MIAl80203]RESOLUTION-6. such Interim Bonds or Notes have been duly authorized by the City; provided, however, none of the interest or principal on Interim Bonds or Notes shall be included in Principal and Interest Requirements if the Commission shall determine in the resolution authorizing the issuance of such Interim Bonds or Notes that such Interim Bonds or Notes shall be Subordinated Indebtedness hereunder; (c) with respect to Optional Tender Bonds, Principal and Interest Requirements shall not include the principal amount of such Optional Tender Bonds payable upon exercise by the holders thereof of the option to tender such Bonds for purchase to the extent and for so long as a Liquidity Facility shall be in full force and effect with respect to such Optional Tender Bonds but shall include the regularly sched- uled principal payments on such Optional Tender Bonds, either upon payment at maturity or redemption in satisfaction of the Amortization Requirements for such Optional Tender Bonds; provided, however, that during any period of time after the issuer of the Liquidity Facility or any Credit Facility has advanced funds thereunder and before such amount is repaid, Principal and Interest Requirements shall include the princi- pal amount so advanced and interest thereon, in accordance with the principal repayment schedule and interest rate or rates specified in the Liquidity Facility or the Credit Facility; (d) with respect to Capital Appreciation Bonds, the principal and interest portions of the Accreted Value becoming due at maturity or by virtue of an Amortization Requirement shall be included in the calculations of Principal and Interest Requirements in the Fiscal Year in which said principal and interest portions are due and payable; (e) with respect to Capital Appreciation and Income Bonds, the principal and interest portions of the Appreciated Value becoming due at maturity or by virtue of an Amortization Requirement shall be included in the calculations of Principal and Interest Requirements in the Fiscal Year in which said principal and interest portions are due and payable; (f) if all or a portion of principal of or interest on a Series of Bonds is payable from the proceeds of such Bonds or from other amounts set aside irrevocably for such purpose, together with proj ected earnings thereon to the extent such earnings are proj ected to be from Investment Obligations, such principal or interest on such Series of Bonds shall not be included in Principal and Interest Require- ments; (g) To the extent that the City has entered into an Interest Rate Swap with respect to any Bonds and notwithstand- ing the provisions of clauses (a) through (f) above, while the Interest Rate Swap is in effect and the Counterparty has not - 14 - D09:[04548.00CS.MIA180203]RESOLUTION-6. defaulted thereunder, the interest rate with respect to the principal amount of such Bonds equal to the "notional" amount specified in the Interest Rate Swap shall be assumed to be (i) if the_City's payment obligations under the Interest Rate Swap are computed based upon a fixed rate of interest, the actual rate of interest upon which the City's payment obligations are computed under such Interest Rate Swap and (ii) if the City's payment obligations under the Interest Rate Swap are computed based upon a variable rate of interest, the average rate of interest for the City's payment obligations under the Interest Rate Swap for the prior Fiscal Year or portion thereof while the Interest Rate Swap was in effect or if the Interest Rate Swap was not in effect during such prior Fiscal Year, then the lesser of (x) the initial rate of interest for the City's payment obligations under the Interest Rate Swap and (y) the average rate of interest for the Prior Fiscal Year under a published variable interest rate index agreed upon by the City and the Counterparty which is generally consistent with the formula which shall be used to determine the City's payment obligations; "average rate" with respect to the City's payment obligations for the Prior Fiscal Year shall mean the rate determined by dividing the total annualized amount by the City under the Interest Rate Swap in such Fiscal Year or portion thereof by the "notional" amount specified in the Interest Rate Swap for such Fiscal Year; (h) Principal and Interest Requirements shall not include the principal of, redemption premium, if any, and interest on Subordinated Indebtedness; and (i) Principal and Interest Requirements shall not include the principal of, redemption premium, if any, and interest on bonds or other debt of the City issued or incurred for the purpose of financing the acquisition or construction of Separate Parking Facilities. "Prior Bonds" shall mean the City's $12,000,000 Parking Revenue Bonds, Series 1988, of which $9,680,000 principal amount are currently outstanding. "Prior Bonds Resolution" shall mean City Resolution No. 88- 19468, adopted by the Commission on December 9, 1988, as supple- mented and amended, pursuant to which the Prior Bonds were issued. "Rate Consultant" or corporation at the carry out the duties Resolution. shall mean a consultant or consulting firm time employed by the City to perform and imposed on the Rate Consultant by this "Redemption Subaccount" shall mean the Redemption Subaccount, a special subaccount within the Debt Service Account created and designated by Section 505 of this Resolution. - 15 - D09:[04S48.DOCS.MIAl80203]RESOLUTION-6. "Refunding Bonds" shall mean the Bonds issued at any time under the provisions of Section 210 of this Resolution. "ReguLar Record Date" shall mean the 15th day (whether or not a business day) of the month preceding any Interest Payment Date; provided, however, that a different Regular Record Date may be provided for a Series of Bonds pursuant to the Series Resolution with respect to such Series. "Reserve Account" shall mean the Parking Revenue Bonds Reserve Account, a special account within the Enterprise Fund created and designated by Section 505 of this Resolution, including any subaccounts created therein as permitted by Section 505 of this Resolution. "Reserve Account Deposit Requirement" shall mean, unless otherwise determined in a Series Resolution with respect to a Series of Bonds to be secured separately by a subaccount within the Reserve Account, (i) one-twelfth (1/12) of the Reserve Account Requirement, or of the increase thereon as a result of the issuance of a Series of Bonds, in each month until the amount on deposit in the Reserve Account shall be equal to the Reserve Account Requirement (taking into account amounts available under any Reserve Account Insurance Policy or Reserve Account Letter of Credit); and (ii) in the event any deficiency is created in the Reserve Account by a wi thdrawal or otherwise, the Reserve Account Deposit Requirement shall be increased, beginning in the month following the month in which such deficiency was created and continuing until the amount on deposit in the Reserve Account shall be equal to the Reserve Account Require- ment (taking into account amounts available under any Reserve Account Insurance Policy or Reserve Account Letter of Credit) , by an amount at least equal to one - twelfth (1/12) of the amount of such deficiency; provided, however, that if the deficiency is created by a withdrawal under a Reserve Account Insurance Policy or a Reserve Account Letter of Credit, the Reserve Account Deposit Requirement may be satisfied either by the deposit of an amount as stated above or by the entity providing such facility restoring at least one-twelfth (1/12) of the withdrawn amount. "Reserve Account Insurance Policy" shall mean an insurance policy, surety bond or other acceptable evidence of insurance, if any, maintained by the City in lieu of or in partial substitution for cash or securities on deposit in the Reserve Account, provided that the entity providing such facility is at the time of so providing of sufficient credit quality to entitle debt backed by its facility to be rated in one of the two highest rating cate- gories (without regard to any gradations within such categories) by either Moody's or Standard & Poor's. - 16 - 009: [04S48.00CS.MlA 180203 ]RESOLUTION-6. "Reserve Account Letter of Credit" shall mean an irrevocable, transferable letter of credit, if any, maintained by the City in lieu of or in partial substitution for cash or securities on deposit in ~he Reserve Account, provided that the entity providing such facility is at the time of so providing of sufficient credit quality to entitle debt backed by its facility to be rated in one of the two highest rating categories (without regard to any gradations within such categories) by either Moody's or Standard & Poor's. "Reserve Account Requirement" shall mean the lesser of (a) Maximum Principal and Interest Requirements for all outstanding Bonds in the current or any subsequent Fiscal Year, or (b) the maximum amount allowed to be funded from Bond Proceeds under the Code; provided that, if the Series Resolution corresponding to a Series of Bonds provides for the establishment of a separate subaccount in the Reserve Account to secure only such Series of Bonds (with such Series of Bonds having no claim on the other moneys deposited to the credit of the Reserve Account), the Reserve Account Requirement for such Series of Bonds shall be calculated as set forth in the corresponding Series Resolution. The City shall be permitted to provide all or a portion of the Reserve Account Requirement by the execution and delivery of a Reserve Account Insurance Policy or a Reserve Account Letter of Credit or other similar arrangement which, after its issuance and delivery, will permit the Finance Director or Bond Registrar to receive the full amount covered by such arrangement without further conditions, financial or otherwise. "Resolution" shall mean this resolution authorizing the issuance of the Series 1996A Bonds and providing for the issuance of Additional Bonds and Refunding Bonds, as supplemented and amended as permitted hereby. "Revenues" shall mean all moneys received by the City in connection with or as a result of its ownership or operation of the Parking System, including, but not limited to, the income derived by the City from the direct fees and charges made for parking, all indirect revenues received through the supplying of any other services legally suppliable by the City to users of the Parking System, all rents received by the City from the rental of space comprising any part of the Parking System, including receipts from concessionaires, all fees received by the City from the management by other parties of all or any part of the Parking System, income received by the City from parking violation fines imposed upon users of the Parking System which under State law may be applied to purposes consistent with this Resolution, any proceeds of use and occupancy insurance on the Parking System or any part thereof, payments made to the City under Interest Rate Swap arrangements and income from investments made under this Resolution; provided, however, Revenues shall not include grants, contributions or donations, investment income from investments of moneys on deposit in the Construction Fund and the Subordinated Indebtedness Account, proceeds of insurance (except use and occupancy insurance) and - 17 - D09:[04S48.DOCS.MIAl80203]RESOLUTION-6. condemnation awards, moneys held in the Subordinated Indebtedness Account and in any Arbitrage Rebate Fund created pursuant to Section 605 of this Resolution, proceeds of sales of property constituting a part of the Parking System and the proceeds of Bonds or other System Debt. "Rule" shall mean Rule 15c2-12 prescribed by the SEC pursuant to the Securities Exchange Act of 1934. "Separate Parking Facilities" shall mean, initially, the parking facilities described in Exhibit A hereto, which shall not be a part of the Parking System and any other parking facilities, including portions of the Parking System, which the Commission shall determine hereafter by resolution to exclude from the Parking System; provided, however, that the Commission shall not hereafter adopt a resolution designating parking facilities as Separate Parking Facilities unless the requirements therefor as set forth in Section 709 of this Resolution are met at the time of such designation. "Serial Bonds" shall mean the Bonds of a Series which shall be stated to mature in annual installments. "Series" shall mean the Bonds delivered at anyone time under the provisions of Sections 208, 209 and 210 of this Resolution. "Series 1996A Bonds" shall mean the City's Parking Revenue Refunding Bonds, Series 1996A, authorized to be issued pursuant to Section 208 of this Resolution. "Series 1996A Bond Insurance Policy" shall mean the municipal bond insurance policy issued by the Series 1996A Bond Insurer guaranteeing the scheduled payment of principal of and interest on the Series 1996A Bonds and which shall constitute a Credit Facility hereunder. "Series 1996A Bond Assurance Inc., a New successor thereto. Insurer" shall mean Financial York stock insurance company, Security or any "Series 1996A Reserve Policy" shall mean, to the extent a portion of the Reserve Account Requirement is funded therewith, the municipal bond debt service reserve insurance policy issued by the Series 1996A Bond Insurer concurrently with the issuance of the Series 1996A Bonds and which shall constitute a Reserve Account Insurance Policy hereunder. "Series Resolution" shall mean the resolution of the Commis- sion that is required by Article II of this Resolution to be adopted prior to the issuance of any Series of Bonds, other than the Series 1996A Bonds, under this Resolution. Each Series Resolution shall, among other things, (a) determine or provide for the determination of the details of the Bonds of such Series, including, among other things, the maximum principal amount of such - 18 - D09:[04S48.DOCS.MIAl80203]RESOLUTION-6. Series, the date thereof, the method of payment of interest thereon, the maximum maturity thereof, the redemption provisions relating thereto, including the Amortization Requirements for the Term Bonds~ if any, the Bond Registrar therefor, and whether the Bonds of such Series shall be issuable in book entry or certificat- ed form, (b) define any Improvements to be financed with the proceeds of such Series, (c) provide for the application of the proceeds of the Bonds to which such Series Resolution relates, (d) if permitted pursuant to Section 505 of this Resolution, create a separate Debt Service Account or subaccounts therein or a separate subaccount within the Reserve Account for such Series and determine the method of funding of the Sinking Fund for such Series, (e) if a separate subaccount within the Reserve Account is created, establish the Reserve Account Requirement and the Reserve Account Deposit Requirement for such Series, (f) set forth additional covenants and provisions with respect to any Series required in connection with the obtaining of a Credit Facility, a Liquidity Facility, a Reserve Account Insurance Policy, a Reserve Account Letter of Credit, or an Interest Rate Swap, including any special provisions designed to comply with repayment requirements under re- imbursement or repayment agreements with the entities providing such facilities, and (g) provide for the award of the Series of Bonds to the purchasers thereof, and such other matters as the Commission shall determine; provided, however, the Commission may provide in the Series Resolution that all matters set forth above except the maximum principal amount of any Series and the defini- tion of any Improvement to be financed with the proceeds of such Series may be determined by the Commission in a subsequent resolu- tion awarding such Series to the purchasers thereof or by the Mayor in a Certificate of the Mayor. "SEC" shall mean the Securities and Exchange Commission. "Short-Term Indebtedness" shall means all indebtedness incurred or assumed by the City (excluding bond anticipation notes issued as Interim Bonds or Notes), with respect to the Parking System for any of the following: (i) Payments of principal and interest with respect to money borrowed for an original term, or renewable at the option of the City for a period from the date originally incurred, of one year or less; (ii) Payments under leases having an original term, or renewable at the option of the lessee for a period from the date originally incurred, of one year or less; and (iii) Payments under installment purchase contracts having an original term of one year or less. "Special Record Date" shall mean a date fixed by the Bond Registrar for the payment of Defaulted Interest pursuant to Section 202 of this Resolution. - 19 - 009: [04548.DOCS .MIA180203]RESOLUTION-6. IIStandard & Poor'sll shall mean Standard & Poor's Ratings Services, a Division of McGraw-Hill, Inc., its successor and assigns, and if such entity no longer performs the functions of a securities .rating agency, "Standard & Poor's" shall refer to any other nationally recognized securities rating agency designated by the City in a written certificate filed with the City Clerk. "Statell shall mean the State of Florida. "Subordinated Indebtedness" shall mean bonds, notes or other forms of indebtedness, the payment of the principal of which or interest or redemption premium on which are payable solely from moneys which may from time to time be on deposit in the Subordi- nated Indebtedness Account under this Resolution and which is designated as Subordinated Indebtedness by the Commission in the resolution authorizing the issuance of such Indebtedness. II Subordinated Indebtedness Account II shall mean the Parking Subordinated Indebtedness Account, a special account within the Enterprise Fund created and designated by Section 505 of this Resolution. "System Debtll shall mean Alternative Parity Debt, Short Term Indebtedness, Subordinated Indebtedness, Interim Bonds or Notes and any other indebtedness incurred by the City in connection with the Parking System other than Bonds issued under Article II of this Resolution. "Term Bonds II shall mean the Bonds of a Series so designated in the Mayor's Certificate with respect to the Series 1996A Bonds or pursuant to the Series Resolution for any other Series of Bonds with respect to such Bonds. II Underwriters II shall mean the underwriters for the Series 1996A Bonds being Goldman, Sachs & Co., William R. Hough & Co., Smith Barney, Inc. and paineWebber Incorporated. "Variable Rate Bonds" shall mean any Bonds issued under this Resolution the interest rate on which is not established at the time of issuance at a fixed numerical rate. Section 102. Rules of Construction. Words of the masculine gender shall be deemed and construed to include correlative words of the feminine and neuter genders. Unless the context shall otherwise indicate, the words II Bond II , II owner II , IIHolderll and IIpersonll shall include the plural as well as the singular number, the word IIpersonll shall mean any individual, corporation, part- nership, joint venture, association, joint-stock company, trust, unincorporated organization or government or any agency or poli- tical subdivision thereof, and the word IIHolderll or "Bondholderll when used herein with respect to Bonds issued hereunder shall mean the Holder or registered owner, as the case may be, of Bonds at the time issued and outstanding hereunder. The word II may II shall mean - 20 - 009: [04S48. DOCS. MIA 180203]RESOLUTION-6. "may, but shall not be required to" and the word "including" shall mean "including, without limitation". Section 103. Resolution Constitutes Contract. In consider- ation of the acceptance of the Bonds authorized to be issued hereunder by those who shall own the same from time to time, this Resolution shall be deemed to be and shall constitute a contract between the City and such Bondholders, and the covenants and agreements herein set forth to be performed by the City shall be for the equal benefit, protection and security of the owners of any and all of such Bonds, all of which shall be of equal rank and without preference, priority, or distinction of any of the Bonds over any other thereof except as expressly provided therein and herein. [END OF ARTICLE I] - 21 - D09:[04S48.DOCS.MIAI80203]RESOLUTION-6. ARTICLE II FORM, EXECUTION, DELIVERY AND REGISTRATION OF BONDS Section 201. Issuance of Bonds. For the purpose of providing funds for refunding the Prior Bonds, Bonds of the City shall be issued under and secured by this Resolution subject to the condi- tions hereinafter provided in Section 208 of this Article. Bonds of the City may also be issued under and secured by this Resolu- tion, subject to the conditions hereinafter provided in Sections 209 and 210 of this Article, for the purpose of paying the cost of Improvements and refunding all or any portion of the Bonds of one or more Series issued by the City under the provisions of this Resolution. The principal of and the interest on all such Bonds shall be payable solely from the special account hereinafter created and designated "Parking Revenue Bonds Debt Service Account" or other separate Debt Service Accounts created under the provi- sions of Section 505 of this Resolution, and all of the covenants, agreements and provisions of this Resolution shall be for the benefit and security of all and singular the present and future Holders of the Bonds so issued or to be issued, without preference, priority or distinction as to lien or otherwise, except as other- wise hereinafter provided, of anyone Bond over any other Bond by reason of priority in the issue, sale or negotiation thereof, or otherwise. Section 202. Details of Bonds. Each Series of Bonds issued hereunder, other than the Series 1996A Bonds created under Section 208 hereof, shall be created by a Series Resolution. The Bonds of each Series issued under the provisions of this Article shall be designated "City of Miami Beach, Florida Parking Revenue Bonds, Series _," or such appropriate variation thereof as contained herein or in any Series Resolution in each case inserting an identifying Series year, and if more than one Series are expected to be issued in a single calendar year, inserting an identifying Series letter in addition to the year. Except as otherwise provided in the Mayor's Certificate with respect to the Series 1996A Bonds or pursuant to the Series Resolution relating to any other Series of Bonds with respect to such other Bonds, the Bonds of any Series are issuable in fully registered form without coupons in denominations (either with respect to original principal amount or principal amount payable at maturity) of $5,000 or any whole multiple thereof. Bonds shall be numbered consecutively from R-1 upwards. Bonds of each Series shall be dated, and shall bear interest until their payment at a rate or rates, including rates which may vary, not exceeding the maximum rate then permitted by law, such interest being payable and such Bonds being subject to redemption prior to their respective maturities, all as provided in the Mayor's Certificate with respect to the Series 1996A Bonds or pursuant to the Series Resolution for any other Series of Bonds with respect to such other Bonds. - 22 - D09:[04548.DOCS .MIAl80203]RESOLUTION-6. Unless otherwise provided in the Series Resolution pursuant to which a Series of Bonds is issued, each Bond shall bear interest from the Interest Payment Date next preceding the date on which it is authenticated unless it is (a) authenticated upon any Interest Payment Date in which event it shall bear interest from such Interest Payment Date or (b) authenticated before the first Interest Payment Date in which event it shall bear interest from its date; provided, however, that if at the time of authentication of any Bond interest is in default, such Bond shall bear interest from the date to which interest has been paid; except for (i) Capital Appreciation Bonds which shall bear interest as described under the defined term Accreted Value, payable only upon redemp- tion, acceleration or maturity thereof and (ii) Capital Apprecia- tion and Income Bonds which shall bear interest as described under the defined term Appreciated Value payable on the amount due at maturity but only from and after the Interest Commencement Date. Unless otherwise provided in the Series Resolution pursuant to which a Series of Bonds is issued, both the principal of and the interest on the Bonds shall be payable in any coin or currency of the United States of America (or other coin or currency provided for in the Series Resolution applicable to any Series) that is legal tender for the payment of public and private debts on the respective dates of payment thereof. Unless otherwise provided in the Series Resolution pursuant to which a Series of Bonds is issued, the principal of the Bonds shall be payable upon the presentation and surrender of such Bonds as the same shall become due at the principal office of the Bond Regis- trar. Unless otherwise provided in the Series Resolution pursuant to which a Series of Bonds is issued, any interest on any Bond which is payable, and is punctually paid, or for which payment is duly provided, on any Interest Payment Date shall be paid to the person in whose name the Bond is registered in the registration books provided for in Section 206 of this Resolution (hereinafter, as used in this Section, the "Holder") at the close of business on the Regular Record Date. The Bond Registrar shall pay interest which is payable on the Bonds by check or draft mailed to the persons entitled thereto on the Interest Payment Date; provided, however, that, unless otherwise provided by Series Resolution with respect to any Series of Bonds, each Holder of Bonds aggregating not less than $1,000,000 shall be entitled to the payment of such interest by wire transfer within the continental United States. Unless otherwise provided in the Series Resolution pursuant to which a Series of Bonds is issued, any interest on any Bond which is payable, but is not punctually paid, or for which payment is not duly provided, on any interest payment date (herein called "Defaulted Interest") shall forthwith cease to be payable to the Holder on the relevant Regular Record Date solely by virtue of such Holder having been such Holder, and such Defaulted Interest may be - 23 - 009: [04S48.DOCS.MIAl80203]RESOLUTION-6. paid by the City, at its election in each case, as provided in Subsection A or B below: A. The City may elect to make payment of any Defaulted Interest on the Bonds of any Series to the persons in whose names such Bonds are registered at the close of business on a Special Record Date for the payment of such Defaulted Interest, which shall be fixed in the following manner. The City shall notify the Bond Registrar in writing of the amount of Defaulted Interest proposed to be paid on each Bond and the date of the proposed payment (which date shall be such as will enable the Bond Registrar to comply with the next sentence hereof), and at the same time the City shall deposit or cause to be deposited with the Bond Registrar an amount of money equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the Bond Registrar for such deposit prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the persons entitled to such Defaulted Interest as in this Subsection provided. Thereupon the Bond Registrar shall fix a Special Record Date for the payment of such Defaulted Interest which shall be not more than 15 nor less than 10 days prior to the date of the proposed payment and not less than 10 days after the receipt by the Bond Registrar of the notice of the proposed payment. The Bond Registrar shall promptly notify the City of such Special Record Date and, in the name and at the expense of the City, shall cause notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor to be mailed, first-class postage prepaid, to each Holder at such Holder's address as it appears in the registration books provided for in Section 206 of this Resolution not less than 10 days prior to such Special Record Date. The Bond Registrar may, in its discretion, in the name and at the expense of the City, cause a similar notice to be published at least once in a Daily Newspaper of general circulation published in the County, and in a Daily Newspaper of general circulation or in a financial journal pub- lished in the Borough of Manhattan, City and State of New York, but such publication shall not be a condition precedent to the esta- blishment of such Special Record Date. Notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor having been mailed as aforesaid, such Defaulted Interest shall be paid to the persons in whose names the Bonds of such Series are registered on such Special Record Date and shall no longer be payable pursuant to the following Subsection B. The Bond Registrar shall pay such Defaulted Interest which is payable on the Bonds pursuant to this clause A by check or draft mailed to the persons entitled thereto on the date fixed for the payment of such Defaulted Interest pursuant to this clause Ai provided, however, the Commission pursuant to the Series Resolution for a Series may provide for payment of such Defaulted Interest by the Bond Regis- trar by wire transfer. B. The City may make payment of any Defaulted Interest on the Bonds of any Series in any other lawful manner not inconsistent with the requirements of any securities exchange on which such - 24 - D09:[04548.DOCS .MIA180203]RESOLUTiON-6. Bonds may be listed and upon such notice as may be required by such exchange, if, after notice given by the City to the Bond Registrar of the proposed payment pursuant to this Subsection, such payment shall be deemed practicable by the Bond Registrar. Subject to the foregoing provisions of this Section, each Bond delivered under this Resolution upon transfer of or in exchange for or in lieu of any other Bond shall carryall the rights to interest accrued and unpaid, and to accrue, which were carried by such other Bond and each such Bond shall bear interest from such date, that neither gain nor loss in interest shall result form such transfer, exchange or substitution. Section 203. Execution and Form of Bonds. The Bonds shall be signed by or bear the facsimile signature of the Mayor and shall be signed by or bear the facsimile signature of the City Clerk and the official seal of the City or a facsimile thereof shall be impressed or imprinted on the Bonds; provided, however, that if required by State law at the time of such execution, the Bonds shall be manually executed by the Mayor. In case any officer whose signa- ture or a facsimile of whose signature shall appear on any Bonds shall cease to be such officer before the delivery of such Bonds, such signature or such facsimile shall nevertheless be valid and sufficient for all purposes the same as if he had remained in office until such delivery and also any Bond may bear the facsimile signature of, or may be signed by, such persons as at the actual time of the execution of such Bond shall be the proper officers to execute such Bond although at the date of such Bond such persons may not have been such officers. The Bonds issued under the provisions of this Article, the certificate of authentication, the statement of validation, if any, the opinion certification and the form of assignment shall be, respectively, in the following forms with such appropriate variations, omissions and insertions as may be required or permitted by this Resolution, the Mayor's Certifi- cate with respect to the Series 1996A Bonds or the Series Resolu- tion pursuant to which any other Bonds are issued with respect to such Bonds. All Bonds shall be endorsed thereon with such legends or text as may be necessary or appropriate to conform to the appli- cable rules and regulations of any governmental authority or any securities exchange on which such Bonds may be listed or to any requirements of law with respect thereto. The forms of Bonds may be changed to reflect appropriate provisions for different types of Bonds authorized under this Resolution, including, without limitation, provisions for Capital Appreciation Bonds, Capital Appreciation and Income Bonds, Interim Bonds, Variable Rate Bonds, Optional Tender Bonds and Convertible Bonds. - 25 - 009: [04S48.DOCS.MIAl80203]RESOLUTION-6. [FORM OF BOND] [Face of Bond] No. $ _,000 United States of America State of Florida City of Miami Beach Parking Revenue Bond Series Maturity Date Interest Rate Original Issue Date Cusip REGISTERED HOLDER: PRINCIPAL AMOUNT: The City of Miami Beach (herein called the "City"), a politi- cal subdivision and public body politic and corporate in Dade County, Florida, duly organized and operating under the Constitu- tion and laws of the State of Florida, is justly indebted and for value received hereby promises to pay to the registered holder shown above or to the registered assigns or legal representative thereof on the date specified above (or earlier as hereinafter referred to), upon the presentation and surrender hereof, at the principal office of , in the City of (the "Bond Registrar"), the principal sum shown above, and to pay to the registered owner hereof, by check or draft mailed to the registered owner at such registered owner's address as it appears on the bond registration books of the City, or by wire transfer within the continental United States to the registered owner of at least $1,000,000 principal amount of the Bonds, interest on such prin- cipal sum from the date hereof or from 1 or 1 next preceding the date of authentication to which interest shall have been paid, unless such date of authentication is a 1 or 1 to which interest shall have been paid, in which case from such date, such interest to the maturity hereof being payable on 1 and 1 in each year, commencing 1" at the rate per annum specified above, until payment of such principal sum. The interest so payable and punctually paid, or duly provided for, on any interest payment date will be paid to the person in whose name this bond is registered at the close of business on the Regular Record Date for such interest, which shall be the 15th day (whether or not a business day) of the calendar month next preceding such interest payment date. Any such interest not so punctually paid or duly - 26 - 009: [04548. DOCS .MIA180203]RESOLUTION-6. provided for shall forthwith cease to be payable to the registered holder on such Regular Record Date, and may be paid to the person in whose name this bond is registered at the close of business on a Special Record Date for the payment of such defaulted interest to be fixed by the Bond Registrar, notice whereof being given to the holders not less than 10 days prior to such Special Record Date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the bonds of this series may be listed and upon such notice as may be required by such exchange, or as more fully provided in the Resolution under which this bond is issued hereinafter mentioned or by wire transfer as mentioned above. Such payment of interest shall be by check mailed to the holder at such holder's address as it appears on the bond registration books maintained by the Bond Registrar. All such payments shall be made in such coin or cur- rency of the United States of America as at the time of payment is legal tender for payment of public and private debts. This bond shall not be deemed to constitute an indebtedness of the City within the meaning of any constitutional or statutory provision or limitation and the City is not obligated to pay the principal of, the premium, if any, or the interest on this bond except from the special fund hereinafter mentioned, and the faith and credit of the City are not pledged to the payment of the principal of, the premium, if any, or the interest on this bond. The issuance of this bond shall not directly, indirectly or contingently obligate the City to levy or to pledge any taxes whatever therefor or to make any appropriation for the payment of the principal of, the premium, if any, or the interest on this bond except as provided in the hereinafter described Resolution. ADDITIONAL PROVISIONS OF THIS BOND ARE SET FORTH ON THE REVERSE HEREOF AND SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS IF SET FORTH HERE. This bond shall not be valid or become obligatory for any purpose or be entitled to any benefit or security under the Reso- lution until this bond shall have been authenticated by the execu- tion by the Bond Registrar of the certificate of authentication endorsed hereon. - 27 - D09:[04548.DOCS .MIAl80203]RESOLUTION-6. IN WITNESS WHEREOF, said City of Miami Beach, by resolution duly adopted by its City Commission, has caused this bond to be signed by [bear the facsimile signature of] its Mayor and to be signed by [bear the facsimile signature of] its City Clerk and a facsimile of the official seal of the City to be imprinted hereon. Mayor [S EAL] City Clerk * * * * * * * * CERTIFICATE OF AUTHENTICATION This bond is one of the bonds of the series designated herein and issued under the provisions of the within-mentioned Resolution. Bond Registrar By: Authorized Signatory Date of authentication: * * * * * * * * [Reverse Side of Bond] This bond is one of a series of bonds designated "Parking Revenue Bonds, Series _" and issued by the City of Miami Beach, Florida (the "City") for the purpose of providing funds, with any other available funds, for , and this bond is issued under and pursuant to that certain resolution adopted by the City Commission of the City on , 1996 (the "Resolution"). The bonds of this series consist of bonds maturing on 1 of the years _ to _' inclusive (the "Serial Bonds") and of bonds maturing on , 1 _ (the "Term Bonds"). The Term Bonds are subj ect to mandatory redemption at 100% of the principal amount thereof, plus accrued interest, but - 28 - D09:[04S48.DOCS.MIAl80203]RESOLUTION-6. without premium, on in the following amounts: 1 of the following years and [Here insert Amortization Requirements] The bonds of this series at the time outstanding which mature after 1, ____ may be redeemed prior to their respective maturities, at the option of the City, from any moneys that may be made available for such purpose, either in whole, on any date not earlier than 1" or in part, in any order of maturity selected by the City, on any interest payment date not earlier than 1, ____, at the following redemption dates and at the following redemption prices (expressed as percentages of principal amount to be redeemed) plus accrued interest to the redemption date as follows: Redemption Redemption Dates Inclusive Price 1, 1, 1, to to , and thereafter _% If less than all of the bonds of anyone maturity shall be called for redemption, the particular bonds to be redeemed shall be selected by lot as provided in the Resolution. At least thirty (30), but not more than sixty (60), days before the redemption date of any bonds to be redeemed, whether such redemption be in whole or in part, the City shall cause a notice of such redemption to be filed with the Bond Registrar and mailed, first class postage prepaid, to all registered owners of bonds to be redeemed in whole or in part at their last addresses appearing upon the registration books of the City as of the date 35 days prior to the date fixed for redemption. The failure to mail such notice to any such registered owner shall not affect the validity of such redemption. On the date fixed for redemption, notice having been given as aforesaid, the bonds or portions thereof so called for redemption shall be due and payable at the redemption price provided for the redemption of such bonds or portion thereof and, if moneys for payment of such redemption price and the accrued interest are held by the Bond Registrar or an appropriate fiduciary institution acting as escrow agent, as provided in the Resolution, interest on the bonds or the portions thereof so called for redemption shall cease to accrue. If a portion of this bond shall be called for redemption, a new bond or bonds in principal amount equal to the unredeemed portion hereof will be issued to the registered owner hereof or his legal repre- sentative upon the surrender hereof. - 29 - 009: [04S48.00CS .MIA180203]RESOLUTION-6. The holder of this bond shall have no right to enforce the provisions of the Resolution, or to institute action to enforce the covenants therein, or to take any action with respect to any event of default_under the Resolution, or to institute, appear in or defend any suit or other proceeding with respect thereto, except as provided in the Resolution. Modifications or alterations of the Resolution or of any ordinance supplemental thereto may be made only to the extent and in the circumstances permitted by the Resolution. The bonds are issuable as fully registered bonds of the denomination of $5,000 or any whole multiple thereof. At the principal office of the Bond Registrar, in the manner and subject to certain conditions provided in the Resolution, bonds may be exchanged for an equal aggregate principal amount of bonds of the same maturity, or authorized denomination and bearing interest at the same rate. The Bond Registrar is required to keep at its principal office the books of the City for the registration of and for the registra- tion of transfers of bonds. The transfer of this bond may be registered only upon such books and as otherwise provided in the Resolution upon the surrender hereof to the Bond Registrar together with an assignment duly executed by the registered owner hereof or such registered owner's attorney or legal representative in such form as shall be satisfactory to the Bond Registrar. Upon any such registration of transfer, the Bond Registrar shall deliver in exchange for this bond a new bond or bonds, registered in the name of the transferee, of authorized denominations, in an aggregate principal amount equal to the unredeemed principal amount of this bond, of the same maturity and bearing interest at the same rate. The Bond Registrar shall register any transfer of this selected for redemption. not be required to exchange or bond after this bond has been This bond is issued and the Resolution was adopted under and pursuant to the laws of the State of Florida. The Resolution provides for the creation of a special account designated "Parking Revenue Bonds Debt Service Account", which fund is pledged to and charged with the payment of the principal of, premium, if any, and the interest on all bonds issued and outstanding under the Resolution [the language in the preceding clause will change if a separate Debt Service Account is created for a series of bonds pursuant to Section 505 of the Resolution], and the City has covenanted in the Resolution to deposit to the credit of said special fund a sufficient amount of the Net Revenues (as defined in the Resolution) of the City's Parking System (as defined in the Resolution) to provide for the payment of the principal of, premium, if any, and interest on the bonds issued under the provisions of the Resolution as the same shall become due and to create a reserve for such purpose. - 30 - 009: [04S48.DOCS .MIAI80203]RESOLUTION-6. All acts, conditions and things required by the Constitution and laws of the State of Florida and the ordinances and resolutions of the City to happen, exist and be performed precedent to and in the issuanc:::e of this bond have happened, exist and have been performed as so required. * * * * * * * * [If the Bonds of a Series have been validated pursuant to Chapter 75, Florida Statutes, such Bonds shall have endorsed thereon a statement in substantially the following form.] STATEMENT OF VALIDATION This bond is one of a Series of Bonds which were validated by judgment of the Circuit Court for Dade County rendered on -' * * * * * * * * OPINION CERTIFICATION I HEREBY CERTIFY that the foregoing is a true and correct copy of the legal opinion on the Bonds therein described which was manually signed by , and was dated as of the date of delivery of and payment for said Bonds. City Clerk * * * * * * * * - 31 - D09:[04548.00CS.MIAl80203]RESOLUTION-6. ASSIGNMENT FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto the within bond and all rights thereunder, and hereby irrevocably constitutes and appoints attorney to register the transfer of the within bond on the books kept for registration thereof with full power of substitution in the pre- mises. Dated: NOTICE: The signature to this assignment must correspond with the name as it ap- pears on the face of the within bond in every particular, without alteration or enlargement or any change whatever. Signature Guaranteed: NOTICE: Signatures must be guaranteed by a member firm of the New York Stock Ex- change or a commercial bank or a trust company. [FORM OF ABBREVIATIONS FOR BONDS] The following abbreviations, when used in the inscription on the face of the within Bond, shall be construed as though they were written out in full according to applicable laws or regulations. TEN COM - TEN ENT - JT TEN - as tenants in common as tenants by the entireties as joint tenants with the right of survivor- ship and not as tenants in common UNIFORM GIFT MIN ACT - Custodian (Minor) (Cust) under Uniform Gifts to Minors Act (State) Additional abbreviations may also be used though not in the above list. * * * * * * * * * * * * * - 32 - 009: [04S48.DOCS.MIA180203]RESOLUTiON-6. Section 204. Authentication of Bonds. Only such of the Bonds as shall have endorsed thereon a certificate of authentication substantially in the form set forth above, duly executed by the Bond Registrar, shall be entitled to any benefit or security under this Resolution. No Bond shall be valid or obligatory for any purpose unless and until such certificate of authentication shall have been duly executed by the Bond Registrar, and such certificate of the Bond Registrar upon any such Bond shall be conclusive evidence that such Bond has been duly authenticated and delivered under this Resolution and the Series Resolution relating to such Bond. The certificate of authentication on any Bond shall be deemed to have been duly executed if signed by an authorized officer of the Bond Registrar, but it shall not be necessary that the same officer sign the certificate of authentication on all of the Bonds that may be issued hereunder at anyone time. Section 205. Exchanae of Bonds. Bonds, upon surrender thereof at the principal corporate trust office of the Bond Regis- trar, together with an assignment duly executed by the registered owner or such registered owner's attorney or legal representative in such form as shall be satisfactory to the Bond Registrar, may, at the option of the owner thereof, be exchanged for an equal aggregate principal amount of Bonds of the same Series and maturity, of any denomination or denominations authorized by this Resolution or the Series Resolution relating to such Bonds and bearing interest at the same rate. The City shall make provision for the exchange of Bonds at the principal corporate trust office of the Bond Registrar. Section 206. Neaotiabilitv. ReGistration and Transfer of Bonds. The Bond Registrar shall keep books for the registration of and for the registration of transfer of Bonds as provided in this Resolution. The transfer of any Bond may be registered only upon the books kept by the Bond Registrar for the registration of and registration of transfer of Bonds upon surrender thereof to the Bond Registrar together with an assignment duly executed by the registered owner or such registered owner's attorney or legal representative in such form as shall be satisfactory to the Bond Registrar. Upon any such registration of transfer the City shall execute and the Bond Registrar shall authenticate and deliver in exchange for such Bond a new Bond or Bonds registered in the name of the transferee, of any denomination or denominations authorized by the Series Resolution relating to such Bonds. In all cases in which Bonds shall be exchanged, the City shall execute and the Bond Registrar shall authenticate and deliver at the earliest practicable time Bonds in accordance with the provisions of this Resolution. All Bonds surrendered in any such exchange or registration of transfer shall forthwith be canceled by the Bond Registrar. The City or the Bond Registrar may make a charge for every such exchange or registration of transfer of Bonds sufficient to reimburse it for any tax or other governmental charge required to be paid with respect to such exchange or registration - 33 - D09:[04S48.DOCS.MIA180203]RESOLUTION-6. of transfer, but no other charge shall be made to any owner of Bonds for the privilege of exchanging or registering the transfer of Bonds under the provisions of this Resolution. Neither the City nor the Bond Registrar shall be required to make any such exchange or registration of transfer of Bonds during the fifteen (15) days immediately preceding the date of first publication or mailing of notice of such redemption, or after such Bond or any portion thereof has been selected for redemption. Section 207. Ownershi9 of Bonds. As to any Bond, the person in whose name the same shall be registered shall be deemed and regarded as the absolute owner thereof for all purposes, and the interest on any such Bond shall be paid only to or upon the order of the registered owner thereof or such registered owner's legal representative. All such payments shall be valid and effectual to satisfy and discharge the liability upon such Bond including the premium, if any, and interest thereon to the extent of the sum or sums so paid. Section 208. Authorization of Series 1996A Bonds and Refundinq of Prior Bonds; Neqotiated Sale of Series 1996A Bonds. There shall be initially issued at one time, under and secured by this Resolution, a Series of revenue bonds of the City which shall bear the designation "City of Miami Beach, Florida Parking Revenue Refunding Bonds, Series 1996A". The Series 1996A Bonds shall be issued in an aggregate principal amount not to exceed Twelve Million Dollars ($12,000,000) for the purpose of providing funds, together with any other available moneys, for (a) refunding the Prior Bonds, (b) funding a portion of the Reserve Account Require- ment and (c) paying a portion of the costs of issuing the Series 1996A Bonds, including premiums with respect to the Series 1996A Bond Insurance Policy and, to the extent applicable, the Series 1996A Reserve Policy. The Series 1996A Bonds shall be issued in such aggregate principal amount, shall be dated, shall be stated to mature (subject to the right of prior redemption as hereinafter set forth) on such date or dates and in such year or years, shall bear interest at such fixed rate or rates, not to exceed 8.50%, payable on such Interest Payment Dates, shall be Serial Bonds and/or Term Bonds, the Term Bonds, if any, shall have such Amortization Requirements, may be made redeemable at such times and prices (subject to the provisions of Article III of this Resolution), may be in the form of Current Interest Bonds or Capital Appreciation Bonds or Capital Appreciation and Income Bonds or any combination thereof, and shall have such other terms, all as determined by the Mayor and as provided in the Mayor's Certificate. Payment of the principal of and interest on the Series 1996A Bonds shall be insured by the Series 1996A Bond Insurance Policy and, to the extent described below, a portion of the Reserve Account Require- ment with respect to the Series 1996A Bonds may be funded with the Series 1996A Reserve Policy. - 34 - 009: [04S48. oocs. MIA 180203 ]RESOLUTION-6. The Series 1996A Bonds shall be initially registered in the name of CEDE & Co., as nominee of DTC, and issued under the book- entry system maintained by DTC. The City and other necessary parties, if any, including the Bond Registrar, are hereby autho- rized to enter into the Letter of Representations with DTC in the form customarily used by DTC. Each of the Series 1996A Bonds shall be executed substantially in the form and manner hereinabove set forth and shall be deposited with the Bond Registrar for authenti- cation and delivery, but prior to or simultaneously with the delivery of the Series 1996A Bonds by the Bond Registrar there shall be filed with the City the following: (a) a copy, certified by the City Clerk, of this Resolution; (b) an original counterpart of the Mayor's Certificate; (c) an original counterpart of the executed Escrow Agreement; (d) the executed approving opinion of Bond Counsel in the form included in the Official Statement; and (e) an executed opinion of Bond Counsel with respect to the defeasance of the Prior Bonds under the provisions of the Prior Bonds Resolution. When the documents mentioned in clauses (a) to (e), inclusive, of this Section shall have been filed with the City, when the Series 1996A Bond Insurance Policy and, to the extent applicable, the Series 1996A Reserve Policy shall have been filed with the Bond Registrar and when the Series 1996A Bonds shall have been executed by the City and authenticated by the Bond Registrar as required by this Resolution, but subject to the provisions of the forth to last paragraph of this Section 208, the Bond Registrar shall deliver said Bonds at one time to or upon the order of the Underwriters but only upon payment to or upon the order of the Finance Director of the purchase price of said Bonds (which may be net of premiums paid directly to the Series 1996A Bond Insurer by the Underwriters). The Finance Director shall be entitled to rely upon the Mayor's Certificate as to all matters stated therein. The proceeds (including accrued interest and any premium) of said Series 1996A Bonds shall be applied by or upon the order of the Finance Director as follows: (1) the amount received as accrued interest on the Series 1996A Bonds and any premium shall be deposited to the credit of the Bond Service Subaccount; (2) an amount of the proceeds of the Series 1996A Bonds necessary to provide for the refunding of the Prior Bonds shall be deposited with the Escrow Agent under the provisions of the Escrow Agreement; - 35 - D09:[04S48.00CS.MIAI80203]RESOLUTION-6. (3) an amount of the proceeds of the Series 1996A Bonds necessary to fund the Reserve Account Requirement, after taking into account, to the extent applicable, the Series 1996A Reserve Policy, shall be deposited to the credit of the Reserve Account; (4) the balance of the proceeds of the Series 1996A Bonds shall be credited to a special account designated "Series 1996A Cost of Issuance Account" and applied to the payment of the expenses of issuing the Bonds, including, but not limited to, financial advisory, accounting and legal fees, Consulting Engineers and Rate Consultant Fees, rating agency fees, printing costs, Bond Registrar's fees and expenses, Escrow Agent's fees and expenses, any other miscellaneous expenses relating to the issuance of the Series 1996A Bonds and the refunding of the Prior Bonds and, to the extent not paid directly to the Series 1996A Bond Insurer by the Under- writers, premiums due the Series 1996A Bond Insurer. The Commission hereby approves the distribution of copies of the Preliminary Official Statement ln substantially the form presented at this meeting with such changes as may be approved by the Mayor. The Mayor is hereby authorized to deem the Preliminary Official Statement "final" for purposes of the Rule and to execute any certificates in connection with such finding. The Mayor and the City Manager or his designee, are hereby authorized to execute the Official Statement on behalf of the City, in substantially the form of the draft of the Preliminary Official Statement presented at this meeting with such changes therein as shall be necessary to evidence the terms of the Series 1996A Bonds and such additional changes as may be approved by the Mayor, with such execution to constitute conclusive evidence of such officers' approval and the City's approval of any change therein. The use of the Preliminary Official Statement and the final Official Statement in the marketing and sale of the Series 1996A Bonds is hereby approved. For the benefit of the holders and beneficial owners from time to time of the Series 1996A Bonds, the City agrees, in accordance with and as the only obligated person with respect to the Series 1996A Bonds under, the Rule, to provide or cause to be provided such financial information and operating data, financial statements and notices, in such manner, as may be required for purposes of paragraph (b) (5) of the Rule. In order to describe and specify certain terms of the City's continuing disclosure agreement, including provisions for enforcement, amendment and termination, the Finance Director is hereby authorized and directed to sign and deliver, in the name and on behalf of the City, the Continuing Disclosure Commitment, in substantially the form thereof presented at this meeting, with any changes or amendments that are not inconsistent with this Resolution and not substantially adverse to the City and that are approved by the Finance Director on behalf of the City, all of which shall be conclusively evidenced by the signing of the Continuing Disclosure Commitment or amendments to it. The agreement formed, collectively, by this paragraph and the - 36 - 009: [04548. oocs. MIA 180203]RESOLUTION-6. Continuing Disclosure Commitment, shall be the City's continuing disclosure agreement for purposes of the Rule, and its performance shall be subject to the availability of Revenues to meet costs the City would be required to incur to perform it. Notwithstanding any other provisions of this Resolution, any failure by the City to comply with any provisions of the continuing disclosure agreement shall not constitute an Event of Default under this Resolution and the remedies therefor shall be solely as provided in the Continuing Disclosure Commitment. The Finance Director is further authorized and directed to establish procedures in order to ensure compliance by the City with its continuing disclosure agreement, including the timely provision of information and notices. Prior to making any filing in accordance with such agreement, the Finance Director shall consult with, as appropriate, the City Attorney or Bond Counsel. The Finance Director, acting in the name and on behalf of the City, shall be entitled to rely upon any legal advice provided by the City Attorney or Bond Counsel in determining whether a filing should be made. For the reasons contained in the preambles to this Resolution, the negotiated sale of the Series 1996A Bonds to the Underwriters is hereby authorized and approved. The Commission hereby approves the form of the Bond Purchase Agreement, for the purchase of the Series 1996A Bonds by the Underwriters, a copy of which draft form of a Bond Purchase Agreement has been presented at this meeting. Upon compliance by the Underwriters with the requirements of Florida Statutes, Section 218.385, the Mayor is hereby authorized to execute the Bond Purchase Agreement in connection with the sale of the Series 1996A Bonds to the Underwriters, in substantially the form presented at this meeting, subject to such changes, insertions and omissions and such filling-in of blanks therein as may be necessary to evidence the terms of the Series 1996A Bonds and such additional changes as may be approved by the Mayor. The purchase price at which the Series 1996A Bonds shall be awarded to the Underwriters shall be determined by the Mayor in consultation with the Financial Advisor but shall not be less than 98% of the principal amount of the Series 1996A Bonds (not including original issue discount). The execution and delivery by the Mayor of the Bond Purchase Agreement for and on behalf of the City shall be conclusive evidence of the approval of such officer and the City of any such changes, insertions, omissions or filling-in of blanks. The Commission hereby authorizes the City to secure the Series 1996A Bond Insurance Policy in connection with the Series 1996A Bonds and to pay the premium with respect thereto. The Mayor is hereby authorized to determine, based upon the recommendations of the Financial Advisor, to fund not in excess of fifty percent (50%) of the Reserve Account Requirement with respect to the Series 1996A Bonds with the Series 1996A Reserve Policy and to provide for the payment of the premium with respect thereto, all as shall be provided in the Mayor's Certificate. The Commission hereby approves the form of the Insurance Agreement in connection with the - 37 - D09:[04548.DOCS.MIAl80203]RESOLUTION-6. Series 1996A Reserve Policy, a copy of which draft form of Insurance Agreement has been presented at this meeting. To the extent applicable, the Mayor is hereby authorized to execute the Insurance Agreement in substantially the form presented at this meeting, subject to such changes, insertions and omissions and such filling-in of blanks therein as may be necessary to secure delivery of the Series 1996A Reserve Policy. The execution and delivery by the Mayor of the Insurance Agreement shall be conclusive evidence of the approval of the City of any such changes, insertions, omissions or filling-in of blanks. The refunding of the Prior Bonds is hereby authorized. The date or dates of redemption, if any, of the Prior Bonds, the application of monies on deposit in the funds and accounts established under the Prior Bonds Resolution and the investment of the proceeds of the Series 1996A Bonds and other monies deposited with the Escrow Agent under the provisions of the Escrow Agreement shall be as determined by the Mayor and as provided in the Mayor's Certificate or the Escrow Agreement. The Commission hereby approves the form of the Escrow Agreement, a copy of which draft form of Escrow Agreement has been presented at this meeting. The Mayor is hereby authorized to execute the Escrow Agreement in substantially the form presented at this meeting, subject to such changes, insertions and omissions and such filling-in of blanks therein as may be necessary to provide for the refunding of the Prior Bonds. The execution and delivery by the Mayor of the Escrow Agreement shall be conclusive evidence of the approval of the City of any such changes, insertions, omissions or filling-in of blanks. The Mayor, the City Manager, the Finance Director, the Parking Director, the City Attorney and such other officers, employees and staff of the City as may be designated by the Mayor and the City Manager or either of them are each designated as agents of the City in connection with the issuance and delivery of the Series 1996A Bonds and the refunding of the Prior Bonds and are authorized and empowered, collectively or individually, to take all action and steps and to execute all instruments, documents and contracts on behalf of the City, that are necessary or desirable in connection with the Series 1996A Bonds, the selection of the Bond Registrar, securing the Series 1996A Bond Insurance Policy and, to the extent applicable, the Series 1996A Reserve Policy and refunding of the Prior Bonds, including the filing of any subscription forms with respect to the investment of proceeds of the Series 1996A Bonds and other monies under the Escrow Agreement. Section 209. Additional Bonds. In addition to the Bonds authorized under the provisions of Sections 208 of this Article, Additional Bonds of the City may be issued under and secured by this Resolution, on a parity as to the pledge of the Net Revenues of the Parking System with the Bonds theretofore issued under Sections 208, 209 and 210 of this Resolution and secured by this Resolution and then Outstanding, subject to the conditions here- inafter provided in this Section, from time to time for the purpose - 38 - D09:[04548.DOCS .MIAI80203]RESOLUTION-6. of paying all or any part of the Cost of any Improvements and funding the Reserve Account. Before any Additional Bonds shall be issued under the provi- sions of this Section, the Commission shall adopt a Series Resolu- tion authorizing the issuance of such Additional Bonds, fixing the amount and the details thereof and describing in brief and general terms the Improvements to be constructed or acquired and the Accounts to be funded with the proceeds of such Additional Bonds. The Additional Bonds of each Series issued under the provisions of this Section shall be dated, shall be stated to mature (subject to the right of prior redemption as hereinafter set forth) on such date or dates and in such year or years, shall bear interest at such rate or rates, fixed or variable, shall have such Optional Tender features and such Credit Facility, Liquidity Facility, Reserve Account Letter of Credit, Reserve Account Insurance Policy and/or Interest Rate Swap, shall have such Bond Registrar, any Term Bonds of such Series shall have such Amortization Requirements, and may be made redeemable at such times and prices (subject to the provisions of Article III of this Resolution), all as may be provided by the Series Resolution for such Additional Bonds. Such Additional Bonds shall be executed in the form and manner herein- above set forth, with such changes as may be necessary or appro- priate to conform to the provisions of the Series Resolution therefor, and shall be deposited with the Bond Registrar for authentication and delivery, but before such Additional Bonds shall be delivered by the Bond Registrar, there shall be filed with the City the following: (a) a copy, certified by the City Clerk, of the Series Resolution for such Series of Additional Bonds; (b) a copy, certified by the City Clerk, of the resolu- tion, if other than the Series Resolution for such Series of Additional Bonds, adopted by the Commission awarding such Additional Bonds, specifying, or providing for the determina- tion of, the interest rate or rates for such Additional Bonds, or the initial interest rate if such Additional Bonds bear interest at a variable rate and directing the delivery of such Additional Bonds to or upon the order of the purchasers therein named upon payment of the purchase price therein set forth; (c) a certificate of the Finance Director, an Account- ant or the Rate Consultant demonstrating that either (i) (A) the percentage derived by dividing the Net Revenues for any period of twelve consecutive months selected by the City out of the eighteen months preceding the delivery of such certifi- cate by the Maximum Principal and Interest Requirements, including the Principal and Interest Requirements with respect to the Additional Bonds then to be delivered, for any future Fiscal Year is not less than one hundred ten per centum (110%) and (B) the percentage derived by dividing the Net Revenues proj ected for the Parking System for the Fiscal Year following - 39 - 009: [04S48.DOCS.MIAl80203]RESOLUTION-6. the Fiscal Year in which the Completion Date of the Improve- ments to be financed by the Additional Bonds then to be delivered is expected to occur, including the Net Revenues attributable to the Improvements, as certified by the Rate Consultant adjusted as hereinafter permitted in the next succeeding paragraph of this Section, by the Maximum Principal and Interest Requirements, including the Principal and Interest Requirements with respect to the Additional Bonds then to be delivered, for any future Fiscal Year is not less than one hundred fifty per centum (150%); or (ii) the percent- age derived by dividing the Net Revenues for any period of twelve consecutive months selected by the City out of the eighteen months preceding the delivery of such certificate by the Maximum Principal and Interest Requirements, including the Principal and Interest Requirements with respect to the Additional Bonds then to be delivered, for any future Fiscal Year is not less than one hundred fifty per centum (150%) (the period during which Net Revenues are determined for purposes of this clause (c) being referred to hereinafter as the "Measurement Period") i (d) if, in connection with such Series of Additional Bonds, there shall be filed with the City the certificate specified in (c) (i) above, a certificate of the Rate Consul- tant setting forth the projected Net Revenues for the Fiscal Year following the Fiscal Year in which the Completion Date of the Improvements to be financed by the Additional Bonds then to be delivered is expected to occur; (e) an opinion of the City Attorney or Bond Counsel that the issuance of such Additional Bonds has been duly authorized and that all conditions precedent to the delivery of such Additional Bonds have been fulfilled; and (f) a certificate of the Finance Director to the effect that no event of default, as defined in Section 802 of this Resolution, and no event which with the passage of time, the giving of notice or both would become an event of default has occurred within the twelve (12) consecutive calendar months prior to the date of such certificate and is continuing, or, if any such event or event of default has occurred and is continuing, that the issuance of such Series of Additional Bonds will cure the same. In determining whether to execute and deliver the certificate mentioned in clause (c) of this Section 209, the following adjustments to Net Revenues may be made: (1) If the City, prior to the issuance of the proposed Additional Bonds, shall have increased the rates, fees, rentals or other charges for the services of the Parking System, the Net Revenues for the Measurement Period shall be adj usted to show the Net Revenues which would have been derived from the Parking System in such Measurement Period as - 40 - D09:[04548.DOCS.MIA180203]RESOLUTION-6. if such increased rates, fees, rentals or other charges for the services of the Parking System had been in effect during all of such Measurement Period. (2) If the City shall have acquired or has contracted to acquire any privately or publicly owned existing automobile parking facilities, then the Net Revenues derived from the Parking System during the Measurement Period shall be in- creased by addition to the Net Revenues for the Measurement Period of the net revenues which would have been derived from said existing automobile parking facilities as if such existing automobile parking facilities had been a part of the Parking System during the Measurement Period. For the purposes of this paragraph, the Net Revenues derived from said automobile parking facilities during the Measurement Period shall be adjusted by deducting the cost of operation and maintenance of said existing automobile parking facilities from the gross revenues of said existing automobile parking facilities in the same manner provided in this Resolution for the determination of Net Revenues. (3) If the City, in connection with the issuance of Additional Bonds, shall enter into a contract (with a duration not less than the final maturity of such Additional Bonds) with any public or private entity whereby the City agrees to furnish services in connection with any automobile parking facilities then the Net Revenues of the Parking System during the Measurement Period shall be increased by the least amount which said public or private entity shall guarantee to pay in anyone year for the furnishing of said services by the City, after deducting therefrom the proportion of operating expenses and repair, renewal and replacement cost attributable in such year to such services. Such payments shall be deemed to be Net Revenues of the Parking System and pledged for the Bonds in the same manner as other Net Revenues of the Parking System. When the documents mentioned above in this Section shall have been filed with the City and when the Additional Bonds described in the resolutions mentioned in clauses (a) and (b) of this Section shall have been executed by the City and authenticated by the Bond Registrar as required by this Resolution, the Bond Registrar shall deliver such Additional Bonds at one time to or upon the order of the purchasers named in said resolutions, but only upon payment to the Finance Director of the purchase price of such Additional Bonds. The Finance Director shall be entitled to rely upon such resolutions as to all matters stated therein. The proceeds (excluding accrued interest and any premium) of such Additional Bonds shall be paid to the City for deposit (i) to the credit of a special account in the Construction Fund appropri- ately designated for application to the payment of the Cost (as defined in Section 403 of this Resolution but excluding (ii) below) of such Improvements, and (ii) to the other Accounts created under - 41 - D09:[04548.DOCS.MIAl80203]RESOLUTION-6. this Resolution as shall be specified by the City pursuant to the Series Resolution for such Additional Bonds. All of the provisions of Article IV of this Resolution which relate to the Construction Fund shalL apply to such Improvements and the special account created with respect thereto in the Construction Fund to the extent that such provisions may be applicable; provided, however, that there may be included in the Cost of such Improvements interest accruing on such Additional Bonds prior to, during and after construction of such Improvements if and to the extent provided in the Series Resolution with respect thereto. The amount received as accrued interest upon the original issuance and delivery of such Bonds and any premium on such Bonds shall be deposited to the credit of the Bond Service Subaccount for application to the first interest due on such Bonds. Section 210. Refundino Bonds. Refunding Bonds may be issued under and secured by this Resolution, subject to the conditions hereinafter provided in this Section, from time to time for the purpose of providing funds for refunding all or any portion of the outstanding Bonds of anyone or more Series by payment at maturity or redemption at a selected redemption date or dates or combination of such payment at maturity and redemption, including the payment of any redemption premium thereon and any interest which will accrue on such Bonds to such maturity dates or selected redemption date or dates or combination of maturity and redemption dates, funding the Reserve Account and paying any expenses incurred or to be incurred in connection with such refunding. Before any Series of Refunding Bonds shall be issued under the provisions of this Section, the Commission shall adopt a Series Resolution authorizing the issuance of such Refunding Bonds, fixing the amount and details thereof, describing the Bonds to be refunded and the Accounts to be funded with proceeds of such Refunding Bonds and setting forth the determination of the Commission that such refunding is in the best interests of the City and the users of the Parking System and stating the reasons for such determination. Such Refunding Bonds shall be dated, shall be stated to mature (subject to the right of prior redemption as hereinafter set forth) on such date or dates and in such year or years, shall bear interest at such rate or rates, fixed or variable, shall have such Optional Tender features and such Credit Facility, Liquidity Facility, Reserve Account Letter of Credit, Reserve Account Insurance Policy and/or Interest Rate Swap, shall have such Bond Registrar, any Term Bonds of such Series shall have such Amortization Requirements, and may be made redeemable at such times and prices (subject to the provisions of Article III of this Resolution), all as may be provided by the Series Resolution for such Refunding Bonds. Except as to any differences in the maturities thereof or the rate or rates of interest or the provi- sions for redemption, such Refunding Bonds shall be on a parity as to the pledge of Net Revenues of the Parking System with and shall be entitled to the same benefits and security under this Resolution as all other Bonds issued under Sections 208, 209 and 210 of this Resolution. Such Refunding Bonds shall be executed substantially - 42 - D09:[04548.DOCS.MIAl80203]RESOLUTION-6. in the form and manner hereinabove set forth, with such changes as may be necessary or appropriate to conform to the provisions of the Series Resolution therefor, and shall be deposited with the Bond Registrar _for authentication and delivery, but prior to or simultaneously with the delivery of such Refunding Bonds by the Bond Registrar, there shall be filed with the City the following: (a) a copy, certified by the City Clerk, of the Series Resolution with respect to such Refunding Bonds; (b) a copy, certified by the City Clerk, of the resolution, if other than the Series Resolution for such Series of Refunding Bonds, adopted by the Commission, awarding such Refunding Bonds, specifying, or providing for the determination of, the interest rate or rates for such Refund- ing Bonds, or the initial rate if such Refunding Bonds bear interest at a variable rate, determining, or providing for the determination of, the disposition of the moneys on deposit in the Debt Service Account and any other funds and accounts on account of the Bonds to be refunded, and directing the delivery of such Refunding Bonds to or upon the order of the purchasers therein named upon payment of the purchase price therein set forth; (c) an opinion of Bond Counsel to the effect that upon the issuance of such Refunding Bonds and the application of the proceeds thereof, the Bonds to be refunded will no longer be deemed to be Outstanding under this Resolution and that the issuance of the Refunding Bonds will not adversely affect the exclusion of interest on any Bonds then Outstanding from gross income for federal income tax purposes; (d) an opinion of the City Attorney or Bond Counsel that the issuance of such Refunding Bonds has been duly authorized and that all conditions precedent to the delivery of such Refunding Bonds have been fulfilled; (e) such documents as shall be required by the Finance Director to show that provision has been duly made in accor- dance with the provisions of this Resolution for the payment or redemption or combination of such payment and redemption of all of the Bonds to be refunded; and (f) either (i) a certificate of the Finance Director that the issuance of the Refunding Bonds will result in a decrease in total Principal and Interest Requirements for all Bonds Outstanding, or (ii) the certificates required by clauses (c), (d) and (f) of Section 209 of this Resolution; provided, however, that with respect to the certificates required under clauses (c) (i) and (d), the projected Net Revenues shall be computed for the Fiscal Year immediately following the issuance of the Refunding Bonds. - 43 - D09:[04S48.00CS.MIAl80203]RESOLUTION-6. When the documents mentioned above in this Section shall have been filed with the City Clerk and when the Refunding Bonds described in the resolutions mentioned in clauses (a) and (b) of this SectiQn shall have been executed by the City and authenticated by the Bond Registrar as required by this Resolution, the Bond Registrar shall deliver such Refunding Bonds at one time to or upon the order of the purchasers named in said resolutions, but only upon payment to the Finance Director of the purchase price of such Refunding Bonds. The Finance Director shall be entitled to rely upon such resolutions as to all matters stated therein. Simultaneously with the delivery of such Refunding Bonds, the Finance Director shall withdraw, if so provided pursuant to the Series Resolution or the resolution mentioned in clause (b) of this Section 210, from the appropriate subaccounts of the Debt Service Account an amount equal to the amount on deposit therein on account of the principal of, redemption premium, if any, and the interest on the Bonds to be refunded and from the Reserve Account all or a portion of the amount equal to the amount on deposit therein on account of the Bonds to be refunded, and apply the amount so withdrawn in accordance with the Series Resolution or the resolu- tion mentioned in clause (b) of this Section 210. The total amount so withdrawn, if so provided pursuant to the Series Resolution or the resolution mentioned in clause (b) of this Section 210, the proceeds of such Refunding Bonds (including accrued interest and any premium) and any other moneys provided for such purpose, shall be applied by the Finance Director as follows: (1) the accrued interest received as part proceeds of such Refunding Bonds shall be deposited credit of the Bond Service Subaccount for application first interest due on such Refunding Bonds; of the to the to the (2) an amount which, together with any income which shall be derived from the investment of such amount pursuant to this clause (2) and any other available funds, shall be sufficient to pay the principal of and redemption premium, if any, and the interest on the Bonds to be refunded hereunder, either at maturity or a selected redemption date or dates or combination of such payment and redemption, shall be deposited by the Finance Director to the credit of a special fund, appropriately designated, to be held in trust by an escrow agent, for the sole and exclusive purpose of paying such principal, redemption premium, if any, and interest; and moneys held for the credit of such fund shall, as nearly as may be practicable and reasonable, be invested and reinvested by such escrow agent at the direction of the Finance Director in Government Obligations which shall mature, or which shall be subject to redemption by the holder thereof at the option of such holder, not later than the respective dates when the moneys held for the credit of such fund will be required for the purposes intended; - 44 - D09:[04S48.DOCS.MIA180203]RESOLUTiON-6. (3) such amount shall be applied to, or set aside for, the payment of the expenses incident to such refunding as shall be specified pursuant to the Series Resolution relating to such Refunding Bonds; and (4) any balance of such proceeds shall be deposited to the credit of the other Accounts created under this Resolution as shall be specified pursuant to the Series Resolution relating to such Refunding Bonds. Section 211. Other Indebtedness. In addition to the Bonds authorized pursuant to the provisions of Section 208, 209 and 210 and to the extent permitted by the laws of the State from time to time in effect, the City may incur other forms of indebtedness related to the Parking System, as follows: (a) The City may incur Short-Term Indebtedness, payable on a parity as to the pledge of Net Revenues of the Parking System with the Bonds, without satisfying the requirements set forth in Sections 209 or 210 hereof, if immediately after incurrence of such Short-Term Indebtedness, the outstanding principal amount of all Short-Term Indebtedness does not exceed ten per centum (10%) of the Net Revenues of the Parking System as shown on the Annual Budget for the current Fiscal Year. (b) The City may incur Subordinated Indebtedness without limit as to amount. (c) The City may issue Convertible Bonds, secured on a parity as to the pledge of Net Revenues of the Parking System with Bonds issued hereunder, provided that such Convertible Bonds are issued under Section 209 or 210 of this Resolution and such Convertible Bonds comply with the tests of such Sections based upon the form of such Convertible Bonds at the time of their issuance. (d) The City may issue Optional Tender Bonds, secured on a parity as to the pledge of Net Revenues of the Parking System with Bonds issued hereunder, provided that such Optional Tender Bonds comply with the test for the issuance of Bonds contained in Section 209 or 210 of this Resolution, and so long as (i) such Bonds are the subject of a remarketing agreement between the City or the trustee for such holders and an investment banking firm with experience in marketing securities on a national basis and (ii) there is in effect with respect to such Optional Tender Bonds a Liquidity Facility, then the provisions with respect to Optional Tender Bonds contained in the definition of Principal and Interest Requirements shall apply to such Optional Tender Bonds. In demonstrating compliance with the test for the issuance of Additional Bonds contained in Section 209 hereof, the princi- pal requirements for Optional Tender Bonds shall include the regularly scheduled principal payments, either upon payment at - 45 - D09:[04548.DOCS.MIA180203]RESOLUTION-6. maturity or redemption in satisfaction of the Amortization Requirements for such Bonds and shall not include the payment of the purchase price of such Bonds upon their tender for purchase. (e) The City may issue Variable Rate Bonds upon compliance with the tests for the issuance of Bonds contained in Sections 209 or 210 of this Resolution using for the purpose of demonstrating compliance with such tests the interest rate assumption with respect to Variable Rate Bonds contained in the definition of Principal and Interest Require- ments. (f) The City may issue or incur Alternative Parity Debt secured on a parity as to the pledge of the Net Revenues of the Parking System with the Bonds issued hereunder if, but only if, the following conditions are complied with: (1) The City must satisfy the requirements set forth in Section 209 or 210 of this Resolution pertaining to the issuance of additional parity Bonds as though such requirements were expressly applicable to Alternative Parity Debt. (2) The instrument evidencing such Alterna- tive Parity Debt shall include a cross default provision with this Resolution to the effect that, prior to exercising any remedies upon a default by the City under such instrument, the holders of such Alternative Parity Debt or their representa- tive shall cooperate with the Holders of Bonds Outstanding under this Resolution or their repre- sentative so that the interest of such holders and the Holders of Bonds issued under this Resolution shall be equally and ratably protected. (3) The City shall duly authorize the issu- ance or incurrence of such Alternative Parity Debt. Upon satisfaction of the foregoing conditions the Finance Director shall certify in writing that the proposed indebted- ness satisfies the conditions set forth in this Resolution to be deemed Alternative Parity Debt, and, upon such certifi- cation, such indebtedness shall be so deemed. Upon the issuance of Alternative Parity Debt, notwithstanding the provisions of Section 505 hereof, Net Revenues may be applied (on a parity basis with the application of such revenues under Section 505 hereof) as required under the ordinance or resolution authorizing the issuance of such Alternative Parity Debt. The City shall take such actions (including amending or supplementing this Resolution and any other collateral - 46 - D09:[04S48.DOCS.MIAl80203]RESOLUTION-6. agreement or document) and execute, deliver, file and record such instruments of security as may be necessary or appro- priate to grant or to otherwise secure for the holders of the Alternative Parity Debt a lien on the Net Revenues of the Parking System on a parity with that of all other holders of Alternative Parity Debt and Holders of Bonds. (g) The City may secure Credit Facilities, Liquidity Facilities, Reserve Account Insurance policies and Reserve Account Letters of Credit and, as provided in Section 714 hereof, grant security interests and liens with respect thereto. (h) Nothing in this Resolution shall prohibit the City from entering into Interest Rate Swaps. Section 212. Temporary Bonds. Until the definitive Bonds of any Series are ready for delivery, there may be executed. by the City and authenticated by the Bond Registrar, and the City may deliver, in lieu of definitive Bonds and subject to the same limitations and conditions except as to identifying numbers, temporary printed, engraved, lithographed or typewritten Bonds in the denomination of Five Thousand Dollars ($5,000) or any whole multiple thereof, substantially of the tenor hereinabove set forth, in fully registered form without coupons, and with appropriate omissions, insertions and variations as may be required. The City shall cause the definitive Bonds to be prepared and to be executed, endorsed and delivered to the Bond Registrar, and the Bond Registrar upon presentation of any temporary Bond shall cancel the same and authenticate and deliver, in exchange therefor, at the place designated by the Holder, without expense to the Holder, a definitive Bond or Bonds of the same Series and in the same aggre- gate principal amount, maturing on the same date and bearing interest at the same rate as the temporary Bond surrendered. Until so exchanged, the temporary Bonds shall in all respects, including the privilege of registration and registration of transfer if so provided, be entitled to the same benefit of this Resolution as the definitive Bonds to the issued and authenticated hereunder, and interest on such temporary Bonds and notation of such payment shall be endorsed thereon. Section 213. Mutilated. Destroved or Lost Bonds. In case any Bonds secured hereby shall become mutilated or be destroyed or lost, the City may cause to be executed, and the Bond Registrar may deliver, a new Bond of like date. number and tenor in exchange and substitution for and upon the cancellation of such mutilated Bond or in lieu of and in substitution for such Bond destroyed or lost, upon the Holder's paying the reasonable expenses and charges of the City and the Bond Registrar in connection therewith and, in the case of a Bond destroyed or lost, the Holder's filing with the Bond Registrar evidence satisfactory to the Bond Registrar that such Bond was destroyed or lost, and of his ownership thereof, and furnishing the City and the Bond Registrar with indemnity satisfac- tory to each of them. - 47 - D09:[04S48.DOCS.MIA180203]RESOLUTION-6. Section 214. Provisions with Respect to Book-Entry System. The provisions of this Article contained in Sections 202 to 207, inclusive, may be changed or varied with respect to any Series of Bonds issu~d under this Article in any Series Resolution or other agreement applicable to such Series of Bonds for the purposes of (1) complying with the requirements of any automated depository and clearinghouse for securities transactions and (2) effectuating any book-entry only registration and payment system. Appropriate officers and officials of the City are hereby authorized to enter into agreements, including the Letter of Representations, with DTC and other depository trust companies, including but not limited to agreements necessary for wire transfers of interest and principal payments with respect to any Series of Bonds, utilization of electronic book entry data received from DTC and other depository trust companies in place of actual delivery of Bonds and provision of notices with respect to Bonds registered by DTC and other depository trust companies (or any of their designees identified to the City) by overnight delivery, courier service, telegram, telecopy or other similar means of communication. Section 215. Capital Appreciation Bonds; Capital Appreciation and Income Bonds. For purposes of determining the principal amount of a Capital Appreciation Bond or a Capital Appreciation and Income Bond for redemption, acceleration or computation of the amount of Bonds held by the Holder thereof in giving to the City any notice, covenant, request or demand pursuant to this Resolution for any purpose whatsoever, the principal amount of a Capital Appreciation Bond shall be deemed to be its Accreted Value and the principal amount of a Capital Appreciation and Income Bond shall be deemed to be its Appreciated Value. [END OF ARTICLE II] - 48 - 009: [04S48.DOCS.MIA180203]RESOLUTION-6. ARTICLE III REDEMPTION OF BONDS Section 301. Redemption Generally. The Bonds of each Series issued under the provisions of this Resolution shall be subject to redemption, either in whole or in part and at such times and prices, as may be provided by the Mayor's Certificate with respect to the Series 1996A Bonds and pursuant to the Series Resolution relating to any other Series of Bonds with respect to such other Bonds. Section 302. Selection of Bonds for Redemption or Purchase. The City shall, in accordance with the terms and provisions of the Bonds and of this Resolution, select the Bonds or portions thereof to be purchased or redeemed; provided, however, that the Bond Registrar shall select Bonds of anyone Series and maturity to be redeemed in part by lot or by such other manner as the Bond Registrar shall deem appropriate. The City shall promptly notify in writing the Bond Registrar of the Bonds so selected by the City for redemption. In selecting Bonds for redemption, each Bond of each Series of Bonds shall be treated as representing that number of Bonds of the lowest authorized denomination of that Series as is obtained by dividing the principal amount of such Bond by such denomination. Section 303. Redemption Notice. Unless otherwise provided in a Series Resolution relating to any Series of Bonds with respect to such Bonds, at least thirty (30), but not more than sixty (60), days before the redemption date, a notice of any such redemption, either in whole or in part, signed by the Finance Director, (a) shall be filed with the Bond Registrar and (b) shall be mailed by the Bond Registrar, first class mail, postage prepaid, to all registered owners of Bonds to be redeemed at their addresses as they appear on the registration books hereinabove provided for, but failure so to mail any such notice to any registered owner shall not affect the validity of the proceedings for such redemption. Each such notice shall specify the redemption date and the place or places where amounts due upon such redemption will be payable and, if less than all of the Bonds are to be redeemed, the numbers or other distinguishing marks of such Bonds to be redeemed in part and the respective portions thereof to be redeemed. Such notice shall further state that on such date there shall become due and payable upon each of the Bonds to be redeemed the redemption price or the specified portions thereof in the case of Bonds to be redeemed in part only, together with interest accrued to the redemption date, and that from and after such date interest thereon shall cease to accrue and be payable on such Bonds or portions thereof so redeemed. In addition to the foregoing notice, further notice of the matters set forth above in this Section 303 shall be given by the City as set out in this paragraph, but no defect in said further notice nor any failure to give all or any portion of such further - 49 - D09:[04S48.DOCS .MIAl80203]RESOLUTION-6. notice shall in any manner defeat the effectiveness of a call for redemption if notice thereof is given as above prescribed. Each further notice of redemption shall be sent at least 35 days before the redemption date by registered or certified mail or overnight delivery service to the following registered securities depositories, if at the time in existence: DTC, Midwest Securities Trust Company of Chicago, Illinois, and Philadelphia Depository Trust Company of Philadelphia, Pennsylvania and to at least one of the following national information services that disseminate notices of redemption or obligations such as the Bonds; Financial Information, Inc.'s Financial Daily called Bonds Service, Kenny Information Service's Called Bond Service, Moody's Municipal and Government Called Bond Service and Standard & Poor's Called Bond Record. Upon the payment of the redemption price of Bonds being redeemed, each check or other transfer of funds issued for such purpose shall bear a description of the issue and maturity of the Bonds being redeemed with the proceeds of such check or other transfer. The provisions concerning the manner of giving notice of redemption may be changed or varied or supplemented in any Series Resolution applicable to any Series of Bonds issued under this Resolution for the purpose of complying with any governmental or industry standards from time to time in effect. Section 304. Partial Redemotion of Bonds. In the event that only part of the principal sum of any Bond shall be called for redemption or prepaid, payment of the amount to be redeemed or prepaid shall be made only upon surrender of such Bond to the Bond Registrar. Upon surrender of such Bond, the Bond Registrar shall cause to be executed and deliver to the registered owner thereof at the principal office of the Bond Registrar, new duly executed Bonds, of authorized principal sums equal in aggregate principal amount to, and of the same maturity and interest rate as, the unredeemed portion of the Bond surrendered. Section 305. Effect of Callinq for Redemotion. On the date so designated for redemption, notice having been published and filed in the manner and under the conditions hereinabove provided, the Bonds so called for redemption shall become and be due and payable at the redemption price provided for redemption of such Bonds on such date, and, moneys for payment of the redemption price being held in separate accounts by the Finance Director or by the Bond Registrar in trust for the Holders of the Bonds to be redeemed, all as provided in this Resolution, interest on the Bonds so called for redemption shall cease to accrue, such Bonds shall cease to be entitled to any lien, benefit or security under this Resolution, and the Holders or registered owners of such Bonds shall have no rights in respect thereof except to receive payment of the redemption price thereof and accrued interest thereon. - 50 - D09:[04S48.DOCS.MIA 180203]RESOLUTION-6. Section 306. Cancellation of Bonds. All Bonds paid, redeemed or purchased, either at or before maturity, shall be delivered to the Bond Registrar when such payment, redemption or purchase is made and such Bonds shall, except as provided by Section 304 hereof, thereupon be canceled. The Bond Registrar shall certify to the City the details of all Bonds so canceled. All Bonds canceled under any of the provisions of this Resolution either shall be delivered to the City or destroyed by the Bond Registrar, as the City directs. Upon destruction of any Bonds, the Bond Registrar shall execute a certificate in duplicate, describing the Bonds so destroyed, and one executed certificate shall be filed with the City and the other executed certificate shall be retained by the Bond Registrar. Section 307. Bonds Called for Redemption Deemed Not Out- standina. If (a) (1) Bonds shall have been duly called for redemption under the provisions of this Article or (2) irrevocable instructions have been given by the City to the Bond Registrar or to a bank, trust company or other appropriate fiduciary institution acting as escrow agent (the "escrow agent") to (i) call Bonds for redemption under the provisions of this Article, (ii) pay Bonds at their maturity or maturities or (iii) both call Bonds for redemp- tion under the provisions of this Article and pay Bonds at their maturity or maturities in any combination (the Bonds described in clauses (a) (1) and (a) (2) are herein collectively called the "Bonds to be Paid"), and (b) cash or Sufficient Government Obligations (hereinafter defined) are held in separate accounts by the Bond Registrar or escrow agent solely for the holders of the Bonds to be Paid, then the Bonds to be Paid shall not be deemed to be outstand- ing under the provisions of this Resolution and shall cease to be entitled to any benefit or security under this Resolution other than to receive payment of principal, redemption premium, if any, and interest from such moneys. For purposes of this Section 307, "Sufficient Government Obligations" shall mean Government Obligations which are in such principal amounts, bear interest at such rate or rates and mature (without the option of prior redemption) on such date or dates so that the proceeds to be received upon payment of such Government Obligations at their maturity and the interest to be received thereon will provide sufficient amounts in cash on the dates required to pay the principal of and redemption premium, if any, and the interest on the Bonds to be Paid to the dates of their maturity or redemption. [END OF ARTICLE III] - 51 - D09:[04S48.00CS.MIAl80203]RESOLUTION-6. ARTICLE IV CONSTRUCTION FUND Section 401. Construction Fund. A special fund to be main- tained by the City is hereby created and designated "Parking System Construction Fund" (herein sometimes called the "Construction Fund") . The moneys in the Construction Fund shall be held in trust and applied to the payment of the Costs of constructing or acquiring Improvements financed with the proceeds of Additional Bonds issued under Section 209 of this Resolution and, pending such application, shall be subject to a lien and charge in favor of the Holders of the Series of Bonds issued under this Resolution the proceeds of which were deposited to the credit of the Construction Fund and for the further security of such Holders until paid out as herein provided. For each Series of Additional Bonds issued pursuant to Section 209 of this Resolution for the purpose of payment of the Cost of Improvements, the City shall create a separate special account within the Construction Fund, entitled "Series . . . Construction Account", to which shall be deposited the amounts provided from such Series of Additional Bonds for construction of Improvements. Section 402. Payments from Construction Fund. Payment of the Cost of any Improvements shall be made from the special accounts within the Construction Fund as herein provided. All such payments shall be subject to the provisions and restrictions set forth in this Article and the City covenants that it will not cause or permit to be paid from the Construction Fund any sums except in accordance with such provisions and restrictions. Moneys in the Construction Fund shall be disbursed by check, voucher, order, draft, certificate or warrant signed by anyone or more officers or employees of the City having such duties under City rules and regulations or designated by resolution of the Commission from time to time, for such purpose or if the City shall so elect, by wire transfer. Section 403. Cost of Improvements. For the purposes of this Article, the Cost of any Improvements to be constructed or acquired shall include, without intending thereby to limit or to restrict or to extend any proper definition of such Cost under the provisions of this Resolution, the following: (a) obligations incurred for labor and materials and to contractors, builders and materialmen in connection with the construction of enlargements, improvements and extensions, for machinery and equipment, and for the restoration of property damaged or destroyed in connection with such construction; (b) interest accruing upon any Bonds or upon any other System Debt of the City incurred to finance Improvements prior - 52 - 009: [04548. DOCS.MIA 180203]RESOLUTION-6. to the commencement of and during construction or for any additional period as may be authorized by law if so provided, and subject to any limitation, in the Series Resolution providing for the issuance of such Bonds; (c) the cost of acquiring any automobile parking facilities now serving any portion of the City and territory adjacent thereto, either within or without or partly within or partly without the corporate limits of the City; (d) the cost of acquiring by purchase, if such purchase shall be deemed expedient, and the amount of any award or final judgment in any proceeding to acquire by condemnation, such land, property rights, right-of-way, franchises, ease- ments, and other interests in lands as may be deemed necessary or convenient in connection with such construction or with the operation of the Parking System, and the amount of any damages incident thereto; (e) expenses of administration properly chargeable to such construction or acquisition, legal, architectural and engineering expenses and fees, costs of audits and of pre- paring and issuing the Bonds, fees and expenses of consul- tants, financing charges, taxes or other governmental charges lawfully assessed during construction, premiums on insurance in connection with construction, deposits to the Reserve Account, premiums for bond insurance, interest rate insurance or insurance assuring availability of the amounts required to be on deposit in the Reserve Account, initial set-up fees and annual fees for letters of credit, lines of credit, standby bond purchase agreements or other similar credit enhancement or liquidity enhancement devices and tender agent fees and fees payable for remarketing Bonds during the period of construction of any Improvements for which Bonds supported by such devices were issued and all other items of expense not elsewhere in this Section specified, incident to the financ- ing, construction or acquisition of any Improvements and the placing of the same in operation; and (f) any obligation or expense heretofore or hereafter incurred by the City for any of the foregoing purposes, including the cost of materials, supplies or equipment furnished by the City in connection with the construction of any Improvements and paid for by the City out of funds other than moneys in the Construction Fund. Section 404. Title to Properties Acauired. The City further covenants that any Improvements will be constructed on or under land which is owned or can be acquired by the City in fee simple or over or under which the City shall acquire or can acquire either by lease or by easements for the purposes of the Parking System, free from all liens, encumbrances and defects of title which have a materially adverse effect upon the City's right to use such lands or properties for the purposes intended or which have been - 53 - 009: [04548. DOCS .MIA180203]RESOLUTION-6. adequately guarded against by a bond or other form of indemnity, or lands, including public streets and highways, the right to use and occupy which for such purposes shall be vested in the City by law or by valid rights of way, easements, franchises, licenses or agreements. Section 405. Disposition of Construction Fund Balance. When the construction of any Improvements for which a Series of Additional Bonds were issued shall have been completed (which fact shall be evidenced to the Finance Director by a certificate stating the Completion Date, approved by the Consulting Engineers), the balance in the special account or accounts of the Construction Fund not reserved by the City for the payment of any remaining part of the Cost of such Improvements shall be transferred by the Finance Director, in the discretion of the City, to the credit of the Enterprise Fund or to the credit of the Debt Service Account for the payment of Bonds or retained in the Construction Fund and used to pay the Cost of a different Improvement or Improvements which have been approved by the Commission or applied to redeem Bonds in a manner permitted under this Resolution and the Mayor's Certifi- cate or a Series Resolution, as applicable. Before undertaking any such transfer, the Finance Director shall procure an opinion of Bond Counsel to the effect that the proposed transfer will not adversely affect the exclusion of interest on any Bonds from gross income for federal income tax purposes. [END OF ARTICLE IV] - 54 - D09:[04548.DOCS.MIA180203]RESOLUTION-6. ARTICLE V REVENUES AND FUNDS Section 501. Parkinq Rates. The City covenants that the rates and charges for use of the Parking System will not be less than the rates and charges required to enable the City to comply with the requirements of Section 502 hereof. So long as the City is in compliance with the requirements of Section 502 hereof, the City may from time to time revise the rates and charges for use of the Parking System. Section 502. Rate Covenant. The City further covenants that it will fix, charge and collect reasonable rates and charges for the use of the services and facilities furnished by the Parking System and that from time to time, and as often as it shall appear necessary, it will adjust such rates and charges by increasing or decreasing the same or any selected categories of rates and charges so that the Net Revenues (excluding from the computation of Current Expenses for any Fiscal Year any amount received from any source other than Revenues and applied to the payment of Current Expenses in such Fiscal Year) will be sufficient to provide an amount in each Fiscal Year at least equal to one hundred thirty-five per centum (135%) of the Principal and Interest Requirements for such Fiscal Year on account of the Bonds then Outstanding and one hundred per centum (100%) of all amounts required to be deposited or paid pursuant to clauses (c) and (d) of Section 505 of this Resolution for such Fiscal Year. If in any Fiscal Year the Net Revenues shall be less than the amount required under the preceding paragraph of this Section, within 30 days of the receipt of the audit report for such Fiscal Year, the City shall employ a Rate Consultant to review and analyze the financial status and operations of the Parking System and to submit, within 60 days thereafter, a written report to the City recommending revisions of the rates, fees and charges of the Parking System and the methods of operation of the Parking System that will result in producing the amount so required in the following Fiscal Year. Promptly upon its receipt of such recommen- dations, the City shall transmit copies thereof to the City Manager, the Parking Director and the Finance Director and the City shall revise its rates, fees and charges, or alter its methods of operation and take such other action as shall conform with such recommendations. If the City shall fail to comply with the recommendations of the Rate Consultant, the registered owners of not less than ten per centum (10%) in principal amount of all Bonds then Outstanding may institute and prosecute an action or proceeding in any court or before any board or commission having jurisdiction to compel the City to comply with the recommendations and the requirements of the preceding paragraph of this Section. - 55 - 009: [04S48.DOCS.MIA180203]RESOLUTiON-6. If the City shall comply with all recommendations of the Rate Consultant in respect to its rates, fees, charges and methods of operation, the failure of Net Revenues to meet the requirements in the first paragraph of this Section shall not constitute an Event of Default so long as the Revenues, together with available moneys in the Funds and Accounts created in Article V of this Resolution, are sufficient to pay in cash the Current Expenses and to pay the Principal and Interest Requirements on all Outstanding Bonds and other System Debt for such Fiscal Year. Section 503. Annual Budqet. The City covenants that not later than thirty (30) days before the end of each Fiscal Year it will prepare a preliminary budget covering Revenues, Current Expenses, Capital Expenditures and all deposits to Funds and Accounts required by Section 505 of this Resolution for the ensuing Fiscal Year. Copies of each such preliminary budget shall be filed with the Finance Director. The City further covenants that on or before the first day of each Fiscal Year it will finally adopt the budget covering the above items for such Fiscal Year (herein sometimes called the "Annual Budgetll). Copies of the Annual Budget shall be filed with the Finance Director and mailed by the City to all Bondholders who shall have filed their names and addresses with the Finance Director for such purpose. If for any reason the City shall not have adopted the Annual Budget before the first day of any Fiscal Year, the Annual Budget for the preceding Fiscal Year shall, until the adoption of the Annual Budget, be deemed to be in force and shall be treated as the Annual Budget under the provisions of this Article. The City may at any time adopt an amended or supplemental Annual Budget for the remainder of the then current Fiscal Year and the Annual Budget so amended or supplemented shall be treated as the Annual Budget under the provisions of this Article. There shall be no limitation on the nature or amount covered by any such amendment to the Annual Budget. The City further covenants that the amount expended for Current Expenses in any Fiscal Year will not exceed the reasonable and necessary amount therefor, and that it will not expend any amount for maintenance, repair and operation of the Parking System in excess of the total amount provided for Current Expenses in the Annual Budget. Nothing in this Section contained shall limit the amount which the City may expend for Current Expenses in any Fiscal Year provided any amounts expended therefor in excess of the total amount provided in the Annual Budget shall be received by the City from some source other than the Revenues of the Parking System. Section 504. Enterprise Fund. A special fund is maintained by the City and designated the "Parking System Enterprise Fund II (herein called the IIEnterprise Fund II ) . Except as provided in Article VI of this Resolution with respect to investment income on - 56 - D09:[04S48.DOCS.MIAl80203]RESOLUTION-6. certain Funds and Accounts, the City covenants that all Revenues will be collected by the City and deposited as received to the credit of the Enterprise Fund. All moneys in the Enterprise Fund and the Ac~ounts and Subaccounts therein shall be held by the City in trust and applied as provided in this Article. Section 505. Debt Service Account and Other Accounts. A special account is hereby created within the Enterprise Fund and designated "Parking Revenue Bonds Debt Service Account" (herein called the "Debt Service Account"). There are hereby created in the Debt Service Account two separate subaccounts designated "Bond Service Subaccount" and "Redemption Subaccount". Two additional special accounts are hereby created within the Enterprise Fund and designated "Parking Revenue Bonds Reserve Account" (herein called the "Reserve Account") and "Parking Subordinated Indebtedness Account" (herein called the "Subordinated Indebtedness Account") . If required by the terms of any Series of Additional Bonds issued pursuant to Section 209 of this Resolution or any Series of Refunding Bonds issued pursuant to Section 210 of this Resolution, the City hereby covenants to establish and maintain, pursuant to the Series Resolution for such Additional Bonds and Refunding Bonds, a separate Debt Service Account to provide for the payment of the principal of, redemption premium, if any, and interest on such Series of Bonds or to provide within the Debt Service Account and the subaccounts therein separate subaccounts as required by the terms of such Bonds. To the extent required in the applicable Series Resolution, the City hereby further covenants to establish and maintain a separate subaccount in the Reserve Account to be maintained solely for the benefit of the Holders of such Series of Bonds; otherwise, all Bonds outstanding shall be secured by amounts on deposit to the credit of the Reserve Account. If any separate Debt Service Accounts or separate subaccounts within the Account or the subaccounts therein or if any separate subaccounts within the Reserve Account are created pursuant to this paragraph, such Debt Service Accounts or separate subaccounts shall be funded in the manner and at the times required by the applicable Series Resolu- tion and shall be held by the Finance Director separate and apart from the Debt Service Accounts or the Reserve Account or other separate subaccounts therein with respect to any other Series of Bonds issued under this Resolution, and shall be held solely for the benefit and security of the Series of Bonds with respect to which such separate Debt Service Account or separate subaccounts were created. Each such separate Debt Service Account or separate subaccounts therein with respect to a Series shall be designated "Series Debt Service Account" or "Series Subaccount," as the case may be, and each such separate subaccount within the Reserve Account shall be designated "Series _ Reserve Subac- count" (inserting an identifying Series year, and if more than one Series is to be issued in a single calendar year, an identifying Series letter). The moneys in each of said Funds and Accounts shall be held in trust and applied as hereinafter provided with regard to each such - 57 - D09:[04S48.DOCS.MIA180203]RESOLUTION-6. Fund and Account and, pending such application, said Funds and Accounts, other than the Subordinated Indebtedness Account, shall be subject to a lien and charge in favor of the Holders of the Bonds issued and Outstanding under this Resolution and for the further security of such Holders until paid out or transferred as herein provided. The City shall, on or before the 20th day of the month next succeeding the month in which Bonds are issued under the provisions of Section 208 of this Resolution and not later than the 20th day of each month thereafter, withdraw from amounts on deposit in the Enterprise Fund, after retaining therein an amount (to be held in the Enterprise Fund for the payment of Current Expenses) equal to the amount shown by the Annual Budget to be necessary for Current Expenses during the next ensuing two (2) months, the amounts required to make the deposits described below (or if the available amounts on deposit in the Enterprise Fund are less than the required amounts, the entire balance (other than the amount required to be retained therein for the payment of Current Expenses) and deposit the amounts so withdrawn to the credit of the following Accounts or Subaccounts in the following order: (a) To the credit of the Bond Service Subaccount of the Debt Service Account, an amount equal to one-sixth (1/6) of the amount of interest payable on the Bonds of each Series on the next succeeding Interest Payment Date and one-twelfth (1/12) or, if principal is payable semi-annually, one-sixth (1/6) of the next maturing installment of principal on all Serial Bonds then Outstanding; provided, however, that in each month intervening between the date of delivery of Bonds pursuant to Sections 208, 209 or 210 of this Resolution (beginning with the month following the month in which such delivery takes place) and the next succeeding Interest Payment Date and the next succeeding principal payment date, respec- tively, the amount specified in this subparagraph shall be that amount which when multiplied by the number of deposits to the credit of the Bond Service Subaccount required to be made during such respective periods as provided above will equal the amounts required (in addition to any amounts received as accrued interest or capitalized interest from the proceeds of such Bonds) for such next succeeding interest payment and next maturing installment of principal , respectively; and, provided further, that in the event the City has issued Variable Rate Bonds or entered into any Interest Rate Swaps pursuant to the provisions of this Resolution, amounts shall be deposited in the Bond Service Subaccount at such other times and/or in such other amounts or transferred to such other parties as neces- sary to pay the interest becoming due on the Variable Rate Bonds or the payments due under the Interest Rate Swaps on a parity with interest due on the Bonds, all in the manner provided in the applicable Series Resolutions. (b) To the credit of the Redemption Subaccount of the Debt Service Account, an amount equal to one-twelfth (1/12) - 58 - 009: [04S48.00CS.MIA180203]RESOLUTiON-6. or, if any Bonds are required to be retired semi-annually in satisfaction of the Amortization Requirements therefor, one- sixth (1/6) of the principal amount of Term Bonds of each Series then Outstanding required to be retired, in satisfac- tion of the Amortization Requirements, if any, for such Fiscal Year. (c) To the credit of the Reserve Account, such amount, if any, of any balance remaining after making the deposits under clauses (a) and (b) above (or the entire balance if less than the required amount) as may be required to make the amount deposited to the credit of the Reserve Account in such month equal to the Reserve Account Deposit Requirement for such month; provided, however, that if the Reserve Account Deposit Requirement is being satisfied by the restoration of any withdrawal under a Reserve Account Insurance Policy or a Reserve Account Letter of Credit, there shall be paid to the provider thereof such amount, if any, of any balance remaining after making the deposits under clauses (a) and (b) above (or the entire balance if less than the required amount), as may be required to cause the Reserve Account Deposit Requirement to be satisfied. (d) To the credit of the Subordinated Indebtedness Account, an amount, if any, of any balance remaining after making the deposits under clauses (a), (b) and (c) above (or the entire balance if less than the required amount) equal to the sum of one-twelfth (1/12) of the principal of, redemption premium, if any, and interest coming due on any Subordinated Indebtedness during the next succeeding twelve month period and the amount, if any, required to be deposited in any special reserve subaccount established within the Subordinated Indebtedness Account as provided in Section 510 hereof. If the amount deposited in any month to the credit of any of the Accounts or subaccounts shall be less than the amount required to be deposited under the foregoing provisions of this Section, the requirement therefor shall nevertheless be cumulative and the amount of any deficiency in any month shall be added to the amount otherwise required to be deposited in each month thereafter until such time as all such deficiencies have been made up. Section 506. Payment of Current Exoenses. The Current Expenses shall be paid from the Enterprise Fund as the same become due and payable. Payments therefor from the Enterprise Fund shall be made in accordance with procedures established by the City from time to time, the Annual Budget and the covenants in Section 503 of this Article. Section 507. Aoolication of Moneys in Bond Service Subac- count. Except as otherwise provided in Article XII hereof or in a resolution supplemental hereto, the City shall on or before the business day immediately preceding each Interest Payment Date withdraw from the Bond Service Subaccount and deposit in trust with - 59 - D09:[04S48.DOCS.MIA180203]RESOLUTION-6. the Bond Registrar to enable the Bond Registrar to remit by mail or otherwise as provided in this Resolution to each registered owner of Bonds the amount required for paying the interest on such Bonds as such interest becomes due and payable. The Bond Registrar shall be permitted to transfer by wire to owners of at least $1,000,000 principal amount of the Bonds the amounts required for paying the interest on such Bonds as such interest becomes due and payable. Except as otherwise provided in Article XII hereof or in a resolution supplemental hereto, the City shall on or before the business day immediately preceding a date on which principal is due on Serial Bonds withdraw from the Bond Service Subaccount and deposit in trust with the Bond Registrar the amounts required for paying the principal of all Serial Bonds as such principal becomes due and payable. The City, in its discretion, may make the deposits required in this Section with the Bond Registrar by wire transfer. In addition, amounts on deposit in the Bond Service Subaccount shall be applied as provided in the second paragraph of Section 512 hereof. Section 508. Application of Moneys in Redemption Subaccount. Moneys held for the credit of the Redemption Subaccount shall be applied to the retirement of the Bonds issued under the provisions of this Resolution as follows: (a) Subject to the provisions of paragraph (c) of this Section, the City may endeavor to purchase any Bonds secured hereby and then Outstanding, whether or not such Bonds shall then be subject to redemption, such purchase to be on the most advantageous terms obtainable with reasonable diligence and at a price not to exceed the principal of such Bonds plus the amount of the redemption premium, if any, which might on the next redemption date be paid to the holders of such Bonds under the provisions of Article III of this Resolution if such Bonds should be called for redemption on such date from moneys in the Debt Service Account. The City shall pay the interest accrued on such Bonds to date of settlement therefor from the Bond Service Subaccount and the purchase price from the Redemption Subaccount, but no such purchase shall be made by the City within the period of forty-five (45) days next preceding any Interest Payment Date on which such Bonds are subject to call for redemption under the provisions of this Resolution, except from moneys other than moneys set aside or deposited for the redemption of Bonds. (b) Subject to the provisions of Article III of this Resolution and paragraph (c) of this Section, the City may call for redemption on each Interest Payment Date on which Bonds are subject to redemption such amount of such Bonds as, with the redemption premium, if any, will exhaust the moneys which will be held for the credit of the Redemption Subaccount on said Interest Payment Date as nearly as may be; provided, however, that not less than Fifty Thousand Dollars ($50,000) principal amount of Bonds shall be called for redemption at anyone time unless a lesser amount shall be required to - 60 - D09:[04548.DOCS.MlAl80203]RESOLUTION-6. satisfy the Amortization Requirement for any Fiscal Year. Such redemption shall be made pursuant to the provisions of Article III of this Resolution. Except as otherwise provided in Article XII hereof or in a resolution supplemental hereto, the City shall during the period of five (5) business days prior to the Redemption Date withdraw from the Bond Service Subaccount and the Redemption Subaccount and set aside in separate accounts or deposit with the Bond Registrar the respective amounts required for paying the interest on, and the principal and redemption premium of, the Bonds so called for redemption. (c) Moneys held in the Redemption Subaccount shall be applied by the City each Fiscal Year to the retirement of Bonds of each Series then Outstanding in the following order: First: the Term Bonds of each such Series to the extent of the Amortization Requirement, if any, for such Fiscal Year for such Term Bonds, plus the applicable premium, if any, and any deficiency in any preceding Fiscal Years in the purchase or redemption of such Term Bonds under the provisions of this subdivision and, if the amount available in such Fiscal Year shall not be sufficient therefor, then in proportion to the Amortiza- tion Requirement, if any, for such Fiscal Year for the Term Bonds of each such Series then Outstanding, plus the applicable premium, if any, and any such deficiency; Second: Term Bonds of each Series, if any, in proportion (as nearly as practicable) to the aggregate principal amount of the Bonds of each such Series originally issued; and Third: after the retirement of all Term Bonds, if any, Serial Bonds issued under the provisions of this Resolution in the inverse order of their maturities and, to the extent that Serial Bonds of different Series mature on the same date, in proportion (as nearly as practicable) to the principal amount of Bonds of each Series maturing on such date. Upon the retirement of any Bonds by purchase or redemption there shall be filed with the Finance Director a statement briefly describing such Bonds and setting forth the date of their purchase or redemption, the amount of the purchase price or the redemption price of such Bonds and the amount paid as interest thereon. The expenses in connection with the purchase or redemption of any Bonds shall be paid by the City from the Enterprise Fund. Section 509. Application of Monevs in Reserve Account. Moneys held for the credit of the Reserve Account shall first be used for the purpose of paying the interest on and the principal of the Bonds whenever and to the extent that the moneys held for the credit of the Bond Service Subaccount shall be insufficient for - 61 - D09:[04S48.DOCS.MIA180203]RESOLUTION-6. such purpose and thereafter for the purpose of making deposits to the credit of the Redemption Subaccount in respect of such Bonds pursuant to the requirements of clause (b) of Section 505 of this Resolution_whenever and to the extent that withdrawals from the Enterprise Fund are insufficient for such purposes; provided, however, that moneys held for the credit of a separate subaccount in the Reserve Account shall be applied to the foregoing purposes and in the foregoing manner, but only for the benefit of the Series of Bonds for which such separate subaccount was established and such Series of Bonds shall only have a claim upon such separate subaccount and not upon any other moneys on deposit in the Reserve Account. If at any time the moneys held for the credit of the Reserve Account shall exceed the Reserve Account Requirement, such excess shall be withdrawn and deposited to the credit of the Enterprise Fund; provided, however, that the Commission, pursuant to the Series Resolution for any Series of Bonds hereunder may provide for a different disposition of any such excesses which relate to such Series of Bonds. Notwithstanding the foregoing, in lieu of the required deposit into the Reserve Account (or any subaccount therein), the City may, with the consent of any applicable issuer of a Credit Facility or Liquidity Facility then in effect, cause to be deposited into the Reserve Account (or the applicable subaccount therein) a Reserve Account Insurance Policy or Reserve Account Letter of Credit for the benefit of the Holders of the Bonds either in substitution for all or a portion of the amount then on deposit therein, or in an amount equal to the difference between the amount required to be deposited in such Reserve Account and the sum, if any, then on deposit in such Reserve Account (or the applicable subaccount therein), which Reserve Account Insurance Policy or Reserve Account Letter of Credit shall be payable (upon the giving of notice as required thereunder) on any Interest Payment Date or redemption or principal payment date on which a deficiency exists for the Bonds or the Series of Bonds for which such Reserve Account Insurance Policy or Reserve Account Letter of Credit was issued, which cannot be cured by moneys in the Reserve Account or any other Fund, Account or Subaccount held pursuant to this Resolution and available for such purpose. In connection with the issuance of the Series 1996A Bonds, to the extent provided in the Mayor's Certifi- cate, the City may satisfy a portion of the Reserve Account Requirement by causing the Series 1996A Reserve Policy to be provided. If any such Reserve Account Insurance Policy or Reserve Account Letter of Credit is substituted for moneys on deposit in the Reserve Account (or the applicable subaccount therein), the excess moneys in the Reserve Account shall be applied to satisfy any such deficiency in any of the Funds, Accounts or Subaccounts under this Resolution, and any remaining balance shall be deemed surplus, shall be released from the lien of this Resolution and may be used by the City for any lawful purpose. If a disbursement is made from a Reserve Account Insurance Policy or Reserve Account Letter of Credit, the City shall be obligated, as provided in - 62 - 009: [04S48.DOCS .MIAl80203]RESOLUTION-6. Section 505 (c), to either reinstate the maximum limits of such Reserve Account Insurance Policy or Reserve Account Letter of Credit following such disbursement or deposit into such Reserve Account funds in the amount of the disbursement made under such Reserve Account Insurance Policy or Reserve Account Letter of Credit, or to undertake a combination of such alternatives. In the event that upon the occurrence of any deficiency in the Debt Service Account, the Reserve Account is then funded with one or more Reserve Account Insurance policies and/or Reserve Account Letters of Credit, the City or the Bond Registrar, as applicable pursuant to the provisions of any such facilities, shall, on the Interest Payment Date or principal payment date or redemption date to which such deficiency relates, draw upon or cause to be paid under such facilities, on a pro-rata basis thereunder, an amount sufficient to remedy such deficiency, in accordance with the terms and provisions of such facilities and any corresponding reimburse- ment or other agreement governing such facilities; provided however, that if at the time of such deficiency the Reserve Account is only partially funded with one or more Reserve Account Insurance policies and/or Reserve Account Letters of Credit, prior to drawing on such facilities or causing payments to be made thereunder, there shall first be applied any cash and securities on deposit in the Reserve Account to remedy the deficiency and, if after such application a deficiency still exists, the City or the Bond Registrar, as applicable, shall make up the balance of the deficiency by drawing on such facilities or causing payments to be made thereunder, as provided in this paragraph. Amounts drawn or paid under a Reserve Account Insurance Policy or Reserve Account Letter of Credit shall be applied as set forth in the first paragraph of this Section 509. Any amounts drawn or paid under a Reserve Account Insurance Policy or Reserve Account Letter of Credit shall be reimbursed to the issuer thereof in accordance with the terms and provisions of the reimbursement or other agreement governing such facility, including, if applicable, with respect to the Series 1996A Reserve Policy, the Insurance Agreement. In the event that all or a portion of the Reserve Account Requirement shall be provided by a Reserve Account Insurance Policy or Reserve Account Letter of Credit, the City shall do all things necessary to receive, or have the Bond Registrar receive, in a timely fashion from the provider of such Reserve Account Insurance Policy or Reserve Account Letter of Credit amounts required to be expended pursuant to this Section. Section 510. Application of Moneys in Subordinated Indebted- ness Account. The City shall on the business day immediately pre- ceding the date on which any payment in respect of principal of, redemption premium, if any, or interest on any Subordinated Indebtedness shall become due withdraw from the Subordinated Indebtedness Account and deposit in trust with the paying agent for such Subordinated Indebtedness to enable such paying agent to pay to the holders of such Subordinated Indebtedness the amount required to pay such principal, redemption premium or interest - 63 - 009: [04S48.DOCS.MIAI80203]RESOLUTION-6. becoming due resolution or Indebtedness Instrument "-) . and payable, all as provided in the ordinance, other instrument pursuant to which such Subordinated has been incurred (the "Subordinated Indebtedness The City may, pursuant to the Subordinated Indebtedness Instrument relating to any Subordinated Indebtedness, establish within the Subordinated Indebtedness Account a special reserve subaccount for such Subordinated Indebtedness. Moneys deposited to the credit of the Subordinated Indebtedness Account with respect to any reserve subaccount deposit requirement established in a Subordinated Indebtedness Instrument shall be deposited in said subaccount and held as a reserve for the corresponding Subordinated Indebtedness, as shall be more fully set forth in such Subordinated Indebtedness Instrument. Section 511. Application of Monevs Remaininq in Enterprise Fund. Moneys held for the credit of the Enterprise Fund after the applications under Section 505 hereof, other than moneys held therein in respect of Current Expenses, may at the election of the City be applied: (a) to make up deficiencies in any of the Funds and Accounts created by this Resolution, (b) to pay the Cost of Improvements, (c) to purchase or redeem Bonds, (d) to pay the Cost of any required renewals and replacements to, or maintenance of, the Parking System, (e) to make payments required under Interest Rate Swap arrangements which are not payable as Current Expenses or from amounts deposited therefor pursuant to Section 505 (a) hereof, and (f) for any other lawful purpose of the City, including payment of additional Current Expenses. Section 512. Application of Monevs in Debt Service Account. Subject to the terms and conditions set forth in this Resolution, moneys held for the credit of the Debt Service Account shall be held in trust and disbursed for (a) the payment of interest on the Bonds issued under the provisions of Sections 208, 209 and 210 of this Resolution as such interest becomes due and payable, or (b) the payment of the principal of such Bonds at their maturities, or (c) the payment of the purchase or redemption price of such Bonds before their maturity and such moneys are hereby pledged to and charged with the payments mentioned in this Section. Notwi thstanding the foregoing or any other provision herein to the contrary, including Sections 507 and 508, (i) if principal of and premium, if any, and interest on the Bonds that would have been - 64 - D09:[04S48.DOCS.MIA180203]RESOLUTION-6. paid from a subaccount in the Debt Service Account, is paid instead under a Credit Facility or a Liquidity Facility, amounts deposited in such relevant subaccount may be paid, to the extent required, to the issuer _ of the Credit Facility or Liquidity Facility having therefore made said corresponding payment and (ii) amounts deposi ted in the Bond Service Subaccount of the Debt Service Account may, to the extent provided in a Series Resolution, be applied to payments due under an Interest Rate Swap on a parity with interest due on the Bonds. Section 513. Monev Held in Trust. All moneys which the City shall have withdrawn from the Debt Service Account or shall have received from any other source and deposited with the Bond Reg- istrar, for the purpose of paying any of the Bonds hereby secured, either at the maturity thereof or upon call for redemption, or for the purpose of paying any interest on any of the Bonds hereby secured, shall be held in trust for the respective Holders of such Bonds. But any moneys which shall be so set aside or deposited and which shall remain unclaimed by the Holders of such Bonds for the period of six (6) years after the date on which such Bonds or the interest thereon shall have become due and payable shall upon request in writing be paid to the City or to such officer, board or body as may then be entitled by law to receive the same, and there- after the Holders of such Bonds shall look only to the City or to such officer, board or body, as the case may be, for the payment and then only to the extent of the amounts so received without any interest thereon, and the Bond Registrar shall have no responsibil- ity with respect to such moneys. Section 514. Cancellation of Bonds. All Bonds, paid, redeemed or purchased either at or before maturity shall be canceled upon the payment, redemption or purchase of such Bonds and shall be delivered to the City when such payment, redemption or purchase is made. All bonds canceled under any of the provisions of this Resolution shall be destroyed by the City, which shall execute a certificate in duplicate describing the Bonds so destroyed, and one executed certificate shall be filed with the Finance Director and the other executed certificate shall be retained by the City. [END OF ARTICLE V] - 65 - D09:[04548.DOCS.MIA180203]RESOLUTION-6. ARTICLE VI DEPOSITARIES OF MONEYS, SECURITY FOR DEPOSITS AND INVESTMENT OF FUNDS section 601. Security for Deoosits. All moneys received by the City under the provisions of this Resolution shall be held either in accordance herewith or shall be deposited with a Depositary or Depositaries, shall be held in trust, shall be applied only in accordance with the provisions of this Resolution and shall not be subject to lien or attachment by any creditor of the City. All moneys held by the City or deposited with any Depositary hereunder in excess of the amount guaranteed by the Federal Deposit Insurance Corporation or other Federal agency shall be continuously secured for the benefit of the City and the Holders of the Bonds, either (a) by lodging with a bank or trust company approved by the City as custodian, or, if then permitted by law, by setting aside under control of the trust department of the bank holding such deposit as collateral security, Government Obligations, or, with the approval of the City, other marketable securities eligible as security for the deposit of trust funds under applicable regula- tions of the Comptroller of the Currency of the United States or applicable State of Florida laws or regulations, having a market value (exclusive of accrued interest) not less than the amount of such deposit, or, if the furnishing of security as provided in (a) of this Section is not permitted by applicable law, (b) in such other manner as may then be required or permitted by applicable State of Florida or Federal laws or regulations regarding the security for, or granting a preference in the case of, the deposit of trust funds; provided, however, that it shall not be necessary for the Bond Registrar to give security for the deposits of any moneys with them for the payment of the principal of or the redemption premium or the interest on any Bonds issued hereunder, or for the City to give security for any moneys which shall be represented by obligations purchased under the provisions of this Article as an investment of such moneys. All moneys held by the City and deposited with each Depositary shall be credited to the particular Fund or Account to which such moneys belong. Section 602. Investment of Monevs. Moneys held for the credit of the Construction Fund, the Enterprise Fund, the Debt Service Account, the Bond Service Subaccount, the Redemption Subaccount, the Reserve Account and any subaccounts therein shall, as nearly as may be practicable, be continuously invested and reinvested in Investment Obligations which shall mature, or which shall be subject to redemption by the holder thereof at the option of such holder, not later than the respective dates when moneys held for the credit of said Funds, Accounts and Subaccounts will be required for the purposes intended; provided, however, that amounts on deposit in the Reserve Account shall be invested in Investment - 66 - 009: [04S48.DOCS .MIAl80203]RESOLUTION-6. Obligations which have an average aggregate weighted term to maturity not greater than five (5) years. Investment Obligations so purchased as an investment of moneys in any such Fund or Account shall be deemed at all times to be part of such Fund or Account. The interest accruing thereon and any profit realized from such investment shall be credited to such Fund or Account and any loss resulting from such investment shall be charged to such Fund or Account. Investment earnings on moneys on deposit to the credit of the following Funds and Accounts shall be applied as follows: (a) Investment earnings on moneys on deposit to the credit of the Bond Service Subaccount and the Redemption Subaccount may, at the option of the City, be retained in said Accounts if the amounts are required for paying interest on the Bonds on the next Interest Payment Date and principal of Serial Bonds or the Amortization Requirements for Term Bonds when due, and to the extent that earnings are so retained, the City shall receive a credit against the amounts required to be deposited to said Accounts pursuant to Section 505 of this Resolution or the City may withdraw such earnings and deposit them to the credit of the Enterprise Fund. (b) Investment earnings on money on deposit in the Reserve Account or a subaccount therein shall be retained in said Reserve Account or subaccount, as applicable, at any time that the amounts on deposit to the credit of said Reserve Account or subaccount are less than the applicable Reserve Account Requirement, or if moneys on deposit therein are sufficient for such purpose, then such earnings shall be withdrawn and deposited to the credit of the Enterprise Fund. (c) Investment earnings on moneys on deposit to the credit of the Enterprise Fund shall be retained therein and applied in the same manner as other moneys on deposit therein. (d) Investment earnings on moneys on deposit to the credit of the Construction Fund may, at the option of the City, be retained in said Fund or, if deemed to be surplus to the requirements of the Construction Fund, withdrawn and deposited to the credit of the Enterprise Fund. Anything in this clause (d) to the contrary notwithstanding, no transfer of investment earnings to the Enterprise Fund as permitted herein shall affect the definition of Revenues contained in this Resolution. The City shall sell or present for payment or redemption any Investment Obligations so acquired whenever it shall be necessary so to do in order to provide moneys to meet any payment from such Fund or Account. Neither the City nor any agent thereof shall be liable or responsible for any loss resulting from any investment. - 67 - D09:[04548.DOCS.MIA180203]RESOLUTION-6. Moneys held for the credit of the Subordinated Indebtedness Account and any subaccounts therein shall be invested in accordance with the provisions of, and the investment earnings thereon shall be crediteq as provided in, the applicable Subordinated Indebted- ness Instrument. Section 603. Valuation of Investment Obliqations. In computing the amount in any Fund or Account created pursuant to the provisions of this Resolution, obligations purchased as an investment of moneys therein shall be valued at the lower of (i) par, or amortized value if purchased at other than par, or (ii) market value, plus, in each case, accrued interest. Amortized value, when used with respect to an obligation purchased at a premium above or a discount below par, means the value as of any given time obtained by dividing the total premium or discount at which such obligation was purchased by the number of days remaining to maturity on such obligation at the date of such purchase and by multiplying the amount thus calculated by the number of days having passed since such purchase, and (1) in the case of an obligation purchased at a premium by deducting the product thus obtained from the purchase price, and (2) in the case of an obligation purchased at a discount by adding the product thus obtained to the purchase price. Valuation on any particular date shall include the amount of interest then earned or accrued to such date or any moneys or investments in such Fund. The computation of the amount on deposit in or credited to the Funds and Accounts created under this Resolution and the valuation of the investments of such amount shall be performed by the City on the last day of each Fiscal Year, and such computation and valuation shall not be required to be per- formed at other times. Section 604. Accountinq for Funds. For the purposes of this Resolution, each Fund created hereunder shall be a series of self- balancing accounts within the book of accounts of the Parking System and shall connote a segregation of accounts, which will support special purpose disclosure reports, not to be construed as a separate set of books of accounts. For the purpose of investing or reinvesting, the City may commingle moneys in the Funds and Accounts created and established hereunder in order to achieve greater investment income; provided that the City shall separately account for the amounts so commin- gled. The amounts required to be accounted for in each of the Funds and Accounts designated herein may be deposited in a single bank account for the Parking System provided that adequate accounting procedures are maintained to reflect and control the restricted allocations of the amounts on deposit therein for the various purposes of such Funds and Accounts as herein provided. The designation and establishment of funds and accounts in and by this Resolution shall not be construed to require the establishment of any completely independent funds and accounts but rather is intended solely to constitute an allocation of certain revenues and assets of the Parking System for certain purposes and to establish - 68 - 009: [04S48.DOCS.MIAl80203]RESOLUTION-6. such certain priorities for application of certain revenues and assets as herein provided. Section 605. Tax Covenants. The City covenants and agrees that so long as any Bonds remain Outstanding, it shall comply with the requirements of the Code, including any arbitrage rebate covenants in connection with the issuance of any Series of Bonds, except to the extent that to not so comply would, in the opinion of Bond Counsel, not result in the interest payable on such Bonds being included in gross income for Federal income tax purposes to the Holders thereof under the Code. Notwithstanding anything to the contrary contained herein or otherwise, the City shall not be required to comply with the covenants herein contained to the extent that interest on any Bonds issued hereunder shall be intended by the City, on the date of issuance of such Bonds, to be included in gross income for Federal income tax purposes to the Holders thereof under the Code. In connection with the issuance of the Series 1996A Bonds and for the purpose of complying with the arbitrage rebate covenants relating thereto, there is hereby created a special fund designated "Series 1996A Arbitrage Rebate Fund," which shall be held by the City and constitute an Arbitrage Rebate Fund under this Resolution. [END OF ARTICLE VI] - 69 - 009: [04548.DOCS.MIA180203]RESOLUTION-6. ARTICLE VII PARTICULAR COVENANTS Section 701. Payment of Principal. Interest and Premium; Pledge of Net Revenues. The City covenants that it will promptly pay the principal of and the interest on each and every Bond and all other System Debt issued under the provisions of this Resolu- tion at the places, on the dates and in the manner specified herein and in said Bonds and any premium required for the retirement of said Bonds and System Debt by purchase or redemption, according to the true intent and meaning thereof. Such principal, interest and premium will be payable solely from the Net Revenues and the Funds and Accounts created hereunder, other than the Subordinated Indebtedness Account and the Arbitrage Rebate Fund, and said Net Revenues and the Funds and Accounts created hereunder, other than the Subordinated Indebtedness Account and the Arbitrage Rebate Fund, are hereby pledged to the payment thereof in the manner and to the extent particularly specified in this Resolution. Bonds and other System Debt issued under the provisions of this Resolution shall not be deemed to constitute a debt of the City or a pledge of the faith and credit of the City, but such Bonds and other System Debt shall be payable solely from the Net Revenues and the Funds and Accounts created hereunder, other than the Subordinated Indebtedness Account and the Arbitrage Rebate Fund, and the Bonds and other System Debt shall not directly or indirectly or contingently obligate the City to levy or to pledge any form of taxation whatever therefor, nor shall any such Bonds and other System Debt constitute a charge, lien or encumbrance, legal or equitable, upon any property of the City. Section 702. Construction of Improvements; Operation of parkinq System. The City further covenants that it will construct all Improvements for the construction or acquisition of which Bonds or other System Debt shall be issued under the provisions of this Resolution, or for which moneys repayable from the proceeds of Bonds or other System Debt issued under the provisions of this Resolution shall have been advanced to the City, in accordance with 'the plans theretofore approved by the Consulting Engineers and that upon the completion of any such Improvements it will operate and maintain the same as a part of the Parking System. The City further covenants that any contract with any person for the construction of all or a portion of any Improvements shall provide for such performance and payment bonds or security in lieu thereof and for such ratings as shall be in compliance with the laws of the State of Florida and the normally established practices of the City from time to time in effect. The City further covenants that it will establish and enforce reasonable rules and regulations governing the use of the Parking System and the operations thereof. that all compensation, salaries, fees and wages paid by it in connection with the maintenance, repair and operation of the Parking System will be reasonable, that it will operate the Parking System in an efficient and economical - 70 - D09:[04S48.00cS.MIA180203]RESOLUTlON-6. manner, that it will at all times maintain the Parking System or any part thereof in good repair and in sound operating condition and will make all necessary repairs, renewals and replacements, that it will duly observe and comply with all valid requirements of any municipal or governmental authority relative to the Parking System, that, except as permitted by this Resolution, it will not create or suffer to be created any lien or charge upon the Parking System or any part thereof or upon the Net Revenues ranking equally with or prior to the Bonds, and that, out of the Net Revenues, it will payor cause to be discharged, within sixty (60) days after the same shall accrue, all lawful claims and demands for labor, materials, supplies or other objects which, if unpaid, might by law become a lien upon the Parking System or any part thereof or upon the Revenues; provided, however, that nothing contained in this Section shall require the City to payor cause to be discharged, or make provision for, any such lien or charge so long as the validity thereof shall be contested in good faith and by appropriate legal proceedings. Section 703. Employment of Consulting Enqineers. The City covenants and agrees that so long as any Bonds are Outstanding under this Resolution, it will employ an independent engineer or engineering firm or corporation having a favorable reputation for skill and experience in the construction and operation of public parking systems. Except for any fees and expenses incurred under the provisions of Section 403 of this Resolution, the cost of employing Consulting Engineers shall be treated as a part of the cost of operation and maintenance of the Parking System. Upon request of the City, it shall be the duty of the Consulting Engineers to prepare and file with the City a report setting forth such advice and recommendations with respect to the Parking System as they may deem desirable. The City further covenants that the Consulting Engineers shall at all times have free access to all properties of the Parking System and every part thereof for the purposes of inspection and examination and that its books, records and accounts may be examined by the Consulting Engineers at all reasonable times. Section 704. Employment of Accountant. The City covenants and agrees that it will for the purpose of performing and carrying out the duties imposed on the Accountant by this Resolution employ an independent certified public accountant or firm of independent certified public accountants of suitable experience and respons- ibility, having a favorable reputation for skill and experience in the auditing of municipal enterprise funds. Section 705. Insurance. The City covenants that it will at all times carry insurance, in a responsible insurance company or companies authorized and qualified under the laws of the State of Florida to assume the risk thereof, covering such properties belonging to the Parking System as are customarily insured, and - 71 - D09:[04S48.DOCS.MIAl80203]RESOLUTION-6. against loss or damage from such causes as are customarily insured against by municipally-owned parking systems. All such policies shall be for the benefit of the City, shall be made payable to the City and shall be deposited with the City, and the City shall have the sole right to receive the proceeds of such policies and to collection and receipt for claims thereunder. The proceeds of any and all such insurance shall be deposited in the name of the City. The City covenants that, immediately after any loss or damage to any properties of the Parking System resulting from any cause, whether or not such loss or damage shall be covered by insurance, it will cause its engineers to prepare plans and specifications for repairing, replacing or reconstructing (either in accordance with the original or a different design) the damaged or destroyed property, and that it will forthwith commence and diligently prosecute the repair, replacement or reconstruction of the damaged or destroyed property unless it shall determine that the repair, replacement or reconstruction of such property is not essential to the efficient or economic operation of the Parking System. In the event that the City shall determine that the repair or replacement of such damaged or destroyed property is not essential to the effi- cient or economic operation of the Parking System, the proceeds of such insurance received by the City shall be deposited to the credit of the Enterprise Fund. The proceeds of all insurance referred to in this Section shall be available for and shall, to the extent necessary, be applied to the repair, replacement or reconstruction of the damaged or destroyed property, and shall be paid out in the manner hereinabove provided for payments from the Construction Fund. If such proceeds are more than sufficient for such purpose, the balance remaining shall be deposited to the credit of the Enter- prise Fund. All insurance policies shall be open to the inspection of the Bondholders and their representatives at all reasonable times. The Finance Director is hereby authorized in the name of the City to demand, collect, sue and receipt for the insurance money which may become due and payable under any policies payable to it. Any appraisement or adjustment of any loss or damage and any settlement or payment of indemnity therefor which may be agreed upon between the City and any insurer shall be evidenced to the Finance Director by a certificate signed by the Parking Director. Notwithstanding the foregoing provisions of this Section, the City may institute self-insurance programs with regard to such risks as shall be consistent with the practices of municipally- owned parking systems operating in a manner similar to the Parking System. - 72 - D09:[04S48.DOCS.MlAl80203]RESOLUTiON-6. Section 706. Use of Revenues. The City covenants and agrees that, so long as any of the Bonds secured hereby shall be outstand- ing, none of the Revenues will be used for any purpose other than as provided in this Resolution, and that no contract or contracts will be entered into or any action taken by which the rights of Holders of the Bonds might be impaired or diminished. Section 707. Records. Accounts and Audits. The City cove- nants that it will keep the funds and accounts of the Parking System separate from all other funds and accounts of the City or any of its departments, and that it will keep accurate records and accounts of all items of costs and of all expenditures relating to the Parking System and of the Revenues collected and the applica- tion of such Revenues. Such records and accounts shall be open to the inspection of all interested persons. The City further covenants that within six months after the close of each Fiscal Year it will cause an audit to be made of its books and accounts pertaining to the Parking System by the Accountant. Within a reasonable time thereafter the resulting Financial Statements shall be filed with the Commission and the Finance Director, and copies of such Financial Statements shall be mailed to any Bondholder who shall have filed his name and address wi th the Finance Director for such purpose. Such Financial Statements shall be open to the inspection of all interested persons. The City further covenants that it will cause any additional reports or audits relating to the Parking System to be made as required by law or by any applicable rules or regulations of any governmental authority or of any securities exchange on which the Bonds may be listed or traded. Such reports or audits may be extracted from the Financial Statements. The cost of such audits shall be treated as a part of the cost of operation. Section 708. Supervisory Personnel. The City in operating the Parking System will employ a Parking Director with demonstrated ability and experience in operating similar facilities, and will require all employees who may have possession of money derived from the operation of the Parking System to be covered by a fidelity bond, written by a responsible indemnity company in amounts fully adequate to protect the City from loss. Section 709. Separate Parkinq Facilities. In addition to the Separate Parking Facilities described in Exhibit A hereto, the Commission may by resolution determine to own or operate additional Separate Parking Facilities; provided, however, that prior to the adoption of any such resolution designating any facilities as a Separate Parking Facility, there shall be delivered to the City Manager a certificate of the Finance Director containing his determination that the ownership and operation of such Separate Parking Facility will not have a material adverse impact on the Net Revenues of the Parking System and stating his reasons for such determination. - 73 - D09:[04548.DOCS.MlAl80203]RESOLUTION-6. The City may incur debt to acquire or improve Separate Parking Facilities without compliance with any test or limit contained in the Resolution so long as such debt is payable solely from the revenues g~nerated by such Separate Parking Facility and the holders of such debt have no recourse and are in no way payable from the Revenues of the Parking System. The revenues, current expenses and debt service associated with such Separate Parking Facility and any debt of the City incurred therefor shall not be included in Revenues, Current Expenses and Principal and Interest Requirements, each as defined in this Resolution. Any such Separate Parking Facility may be consolidated with the Parking System upon demonstration of compliance with the tests for the incurrence of Additional Bonds contained in clause (c) of Section 209 of this Resolution. In determining compliance with the test mentioned above, the revenues and current expenses of the Separate Parking Facility shall be included in computing Net Revenues and the debt service on any debt payable from revenues of such Separate Parking Facility shall be included in Principal and Interest Requirements. Prior to any such consolidation, compliance with the tests set forth in clause (c) of Section 209 shall be demonstrated regardless of whether there shall be any debt outstanding with respect to such Separate Parking Facility. Section 710. No Free Parkinq. To the extent permitted by law, the City will not permit free parking or services to be supplied by the Parking System except that (i) City Commissioners (including the Mayor), officers and employees may use facilities of the Parking System free of charge only while on official City business, (ii) the City may establish the hours during which meter charges shall be applicable and (iii) the City may permit free parking during hours when the volume of parking business does not justify the expense of collecting parking charges. Section 711. Enforcement of Collections. The City will diligently enforce and collect, or cause to be enforced and collected, the rates, fees and other charges for the use of the Parking System; will take, or cause to be taken, all steps, actions and proceedings for the enforcement and collection of such rates, fees and charges to the full extent permitted or authorized by law; and will maintain accurate records with respect thereto. All such rates, fees, charges and revenues herein pledged shall, as collected, be held in trust to be applied as provided in this Resolution and not otherwise. Section 712. Manaqement by Others of the parkinq System. All or any part of the Parking System may be managed by independent managers or operators or by any authority created by the City for such purpose under such provisions as are acceptable to the Commis- sion; provided, however, that prior to the approval of any such management arrangement, there shall be delivered to the City Manager (i) a certificate of the Finance Director containing his determination that such management arrangements will not have a material adverse impact on the Net Revenues of the Parking System - 74 - D09:[04548.00CS.MIA180203]RESOLUTION-6. and stating his reasons for such determination and (ii) an opinion of Bond Counsel to the effect that such management arrangement will have no adverse impact on the exclusion of interest on any of the Bonds or other System Debt from gross income for federal income tax purposes. Any and all financial considerations received by the City by reason of such management arrangement shall be regarded as Revenues for purposes of this Resolution and applied as described in Section 505 hereof. Section 713. Sale or Other Disposition of the Parking System. Except as provided in Section 709 and this Section, the City shall not sell, lease or otherwise dispose of all or any part of the Parking System. (a) To the extent permitted by law the City, without restriction, may in any Fiscal Year sell, lease or otherwise dispose of assets forming a part of the Parking System, the aggregate value of which in each such Fiscal Year does not exceed the lesser of $1,000,000 or one half of one per centum (1/2 of 1%) of the book value of the net property, plant and equipment of the Parking System as shown on the Financial Statements for the latest Fiscal Year for which such Financial Statements are available. The proceeds of a disposition pursuant to this clause (a) shall be applied as described in Section 505 of this Resolution or to the defeasance of Bonds pursuant to Section 1101 of this Resolution. (b) To the extent permitted by law the City may in any Fiscal Year sell, lease or otherwise dispose of assets forming a part of the Parking System in excess of the amount set forth in clause (a) of this Section, if, before any such transfer, there is delivered to the City Manager a report of the Consulting Engineers or Rate Consultant demonstrating that the sale, lease or other disposition of such property will not have a material adverse impact on the Net Revenues and stating his reasons therefor. In determining whether to render such report, the Consulting Engineers or the Rate Consultant shall consider the usefulness of the assets to be disposed of to the operations of the Parking System, the uses to be made of any proceeds of a sale and the rental income to be received with respect to any lease thereof. The proceeds of a disposition pursuant to this clause (b) shall be applied as described in Section 505 of this Resolution or to the defeasance of Bonds pursuant to Section 1101 of this Resolution. (c) To the extent permitted by law the City may in any Fiscal Year sell, lease or otherwise dispose of any assets forming a part of the Parking System without regard to the limitations and conditions in paragraphs (a) and (b) above if the Commission by resolution declares that such assets are not needed or serve no useful purpose in connection with the maintenance and operation of the Parking System. The proceeds of a disposition pursuant to this clause (c) shall be applied as described in Section 505 of this Resolution or to the - 75 - 009: [04548.00CS .MIAl80203]RESOLUTION-6. defeasance of Bonds pursuant to Section 1101 of this Resolu- tion. _(d) To the extent permitted by law, the City may sell, lease or otherwise dispose of the assets of the entire Parking System, if, upon the application of the proceeds of any such disposition as hereinafter required, there shall be no Bonds deemed to be Outstanding under the provisions of this Resolu- tion and the City shall have paid or made full provision for the payment of all other obligations of the City payable from the Revenues of the Parking System, including but not limited to, Current Expenses then due and payable or to become due and payable, and all other System Debt payable in any way from the Revenues of the Parking System and all fees then due and owing or to become due in the future with respect to Credit Facili- ties. The proceeds of any sale, lease or other disposition permitted by this clause (d) shall be applied first to the payment or provision for payment of the obligations, including the Bonds, set forth above, and only after all such obliga- tions shall have been paid or full provision for their payment been made, shall the City apply any of such proceeds to any other lawful purpose of the City. No sale, lease or any other disposition of assets of the Parking System pursuant to clauses (a) through (d) above shall be consummated nor shall the proceeds of any such disposition be applied unless prior to such consummation or application, there shall be delivered an opinion of Bond Counsel to the effect that such disposition and the application of the proceeds as required herein will have no adverse impact on the exclusion of interest on any of the Bonds or other System Debt from gross income for Federal income purposes. Notwithstanding anything to the contrary in this Resolution, including this Section, and without having to comply with the above provisions of this Section but subject to Sections 502 and 605 hereof, to the extent permitted by law, the City may permit at such rates as the City shall deem reasonable (i) the exclusive use of parking lots or structures, or any portion thereof, which are part of the Parking System in connection with special events or occasions for periods of no more than one (1) week, including renewals; (ii) the exclusive use of spaces in parking lots or structures which are part of the Parking System by individuals who are members of the general public for periods of no more than one (1) month (however, such use may be renewed for successive periods of no more than one (1) month each); or (iii) the exclusive use of parking lots or structures, or any portion thereof, which are part of the Parking System during periods (~, at night) when there is little or no reasonably expected demand for use of such lots or structures by members of the general public and when such exclusive use for such periods will not prevent any foreseeable use of such lots or structures by members of the general public. The income from such use pursuant to this paragraph shall be applied as described in Section 505 of this Resolution. - 76 - 009: [04S48.00CS.MIA 180203 ]RESOLUTION-6. Section 714. Covenants with Providers of Credit Facilities. Liauiditv Facilities. Reserve Account Insurance Policies or Reserve Account Letters of Credit. (a) Subject to the provisions of this Resolution_and in addition to the covenants contained herein for the benefit of the Series 1996A Bond Insurer in respect of the Series 1996A Bond Insurance Policy, the City may make such cove- nants, including the granting of a parity or subordinate lien to the lien of Bonds hereunder, as the City may in its sole discretion determine to be appropriate with any provider that shall agree to insure or to provide for Bonds of anyone or more Series a Credit Facility or Liquidity Facility, which Credit Facility or Liquidity Facility shall enhance the security or the value of such Bonds and thereby reduce the Principal and Interest Requirements on such Bonds. Such covenants may be set forth in the applicable Series Resolution or in any agreement entered into with such provider and shall be binding on the City, the Bond Registrar and all the Holders of Bonds the same as if such covenants were set forth in full in this Resolution; provided, however, that no such covenant shall create any additional or expand any existing obligations, duties or responsibilities of the Bond Registrar hereunder or limit, waive or restrict any existing rights of the Bond Registrar hereunder, without the Bond Registrar's prior written consent. (b) In addition to the covenants contained herein or in the Insurance Agreement for the benefit of the Series 1996A Bond Insurer if a portion of the Reserve Account Requirement with respect to the Series 1996A Bonds is funded with the Series 1996A Reserve Policy, the City may make such covenants, including the granting of a subordinate lien to the lien of Bonds hereunder, as it may in its sole discretion determine to be appropriate with any provider of a Reserve Account Insurance Policy or Reserve Account Letter of Credit deposited in the Reserve Account. Such covenants may be set forth in a resolution adopted by the City or in any agreement entered into with such provider and shall be binding on the City, the Bond Registrar and all the Holders of Bonds the same as if such covenants were set forth in full in this Resolution; provided, however, that no such covenant shall create any addition- al or expand any existing obligations, duties or responsibilities of the Bond Registrar hereunder or limit, waive or restrict any existing rights of the Bond Registrar hereunder, without the Bond Registrar's prior written consent. (c) All covenants for the benefit of a provider of a Credit Facility, Liquidity Facility, Reserve Account Letter of Credit or Reserve Account Insurance Policy shall remain in full force and effect only for so long as such provider has not defaulted in its obligations under the applicable Credit Facility, Liquidity Facility, Reserve Account Letter of Credit or Reserve Account Insurance Policy. [END OF ARTICLE VII] - 77 - D09:[04548.DOCS .MIAl80203]RESOLUTION-6. ARTICLE VIII REMEDIES Section 801. Extension of Interest Pavrnent. In case the time for the payment of any interest on any Bond shall be extended, whether or not such extension be by or with the consent of the City, such interest so extended shall not be entitled in case of default hereunder to the benefit or security of this Resolution except subject to the prior payment in full of the principal of all Bonds then Outstanding and all interests the time for the payment of which shall not have been extended. Section 802. Events of Default. Each of the following events is hereby declared an "Event of Default": (a) payment of the principal and of the redemption premium, if any, of any of the Bonds shall not be made when the same shall become due and payable, either at maturity or by pro- ceedings for redemption or otherwise; or (b) payment of any installment of interest on any of the Bonds shall not be made when the same shall become due and payable; or (c) the City shall for any reason be rendered incapable of fulfilling its obligations hereunder; or (d) final judgment for the payment of money shall be rendered against the City as a result of the ownership, control or operation of the Parking System and any such judgment shall not be discharged within ninety (90) days from the entry thereof or an appeal shall not be taken therefrom or from the order, decree or process upon which or pursuant to which such judgment shall have been granted or entered, in such manner as to stay the execution of or levy under such judgment, order, decree or process or the enforcement thereof; or (e) the City admits in writing its inability to pay its debts generally as they become due, or files a petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of a receiver or trustees for itself or for the whole or any part of the Parking System or a receiver or trustee for such purpose is appointed without the consent of the City; or (f) the City is adjudged insolvent by a court of competent jurisdiction, or is adjudged a bankrupt on a petition in bankruptcy filed against the City, or an order, judgment or decree is entered by a court of competent jurisdiction appointing, without the consent of the City, a receiver or trustee of the City or of the whole or any part of its property and any of the aforesaid adjudications, orders, judgments or decrees shall not be vacated or - 78 - D09:[04S48.DOCS.MIAl80203]RESOLUTION-6. set aside or stayed within ninety (90) days from the date of entry thereof; or _(g) the City shall file a petition or answer seeking reorganization or any arrangement under the Federal bankruptcy laws or any other applicable law or statute of the United States of America or any state thereof; or (h) under the provisions of any other law for the relief or aid of debtors, any court of competent jurisdiction shall assume custody or control of the City or of the whole or any substantial part of its property, and such custody or control shall not be terminated within ninety (90) days from the date of assump- tion of such custody or control; or (i) the City shall default in the due and punctual performance of any other of the covenants, conditions, agreements and provisions contained in the Bonds or in this Resolution on the part of the City to be performed and such default shall continue for thirty (30) days after written notice specifying such default and requiring the same to be remedied shall have been given to the City by the holders of not less than ten per centum (10%) in aggregate principal amount of the Bonds then Outstanding; provided, however, if the default specified in this clause (i) shall be of a type which cannot be remedied within thirty (30) days, it shall not constitute an Event of Default if the City shall begin to remedy such default within such thirty-day period. Section 803. Acceleration of Maturities. Upon the happen- ing and continuance of any Event of Default specified in clauses (a) through (i) of Section 802 of this Article, then and in every such case the Holders of not less than a majority in aggregate principal amount of the Bonds then Outstanding may, by a notice in writing to the City, declare the principal of all of the Bonds then Outstanding (if not then due and payable) to be due and payable immediately, and upon such declaration the same shall become and be immediately due and payable, anything contained in the Bonds or in this Resolution to the contrary notwithstanding; provided, however, that if at any time after the principal of the Bonds shall have been so declared to be due and payable, and before the entry of final judgment of decree in any suit, action or proceeding instituted on account of such default, or before the completion of the enforcement of any other remedy under this Resolution, moneys shall have accumulated in the Debt Service Account sufficient to pay the principal of all matured Bonds and all arrears of interest, if any, upon all Bonds then Outstanding (except the principal of any Bonds not then due except by virtue of such declaration and the interest accrued on such Bonds since the last Interest Payment Date), and all amounts then payable by the City hereunder shall have been paid or a sum sufficient to pay the same have been deposited with the Bond Registrar, and every other default in the observance or performance of any covenant, condition, agreement or provision contained in the Bonds or in this Resolution (other than a default in the payment of the principal of such Bonds then due - 79 - D09:[04S48.DOCS.MIAl80203]RESOLUTION-6. only because of a declaration under this Section) shall have been remedied, then and in every such case the Holders of not less than a majority in aggregate principal amount of the Bonds not then due except by Y-irtue of such declaration and then Outstanding may, by written notice to the City, rescind and annul such declaration and its consequences, but no such rescission or annulment shall extend to or affect any subsequent default or impair any right consequent thereon. Section 804. Enforcement of Remedies. Upon the happening and continuance of any Event of Default then and in every such case the Holders of not less than ten per centum (10%) in aggregate principal amount of the Bonds then Outstanding hereunder may proceed to protect and enforce the rights of the Bondholders under State law, or under this Resolution by such suits, actions or special proceedings in equity or at law, either for the specific performance of any covenant or agreement contained herein or in aid or execution of any power herein granted or for the enforcement of any proper legal or equitable remedy, as such Bondholder shall deem most effectual to protect and enforce such rights. Such Holders of Bonds, or any trustee appointed to represent Bondholders as hereinafter provided, shall be entitled as of right to the appoint- ment of a receiver of the Parking System in an appropriate judicial proceeding in a court of competent jurisdiction, whether or not such Holder or trustee is also seeking or shall have sought to enforce any other right or exercise any other remedy in connection with Bonds issued pursuant to this Resolution. The receiver so appointed shall forthwith, directly or by his agents and attorneys, enter into and upon and take possession of the Parking System, and each and every part thereof, and shall hold, operate and maintain, manage and control the Parking System, and each and every part thereof, and in the name of the City shall exercise all the rights and powers of the City with respect to the Parking System as the City itself might do. Such receiver shall collect and receive all Revenues and maintain and operate the Parking System in the manner provided in this Resolution and comply under the jurisdiction of the court appointing such receiver, with all of the provisions of this Resolution. Whenever all that is due upon the Bonds, and interest thereon, and under any covenants of this Resolution for the Funds and Accounts, and upon any other obligations and interest thereon having a charge, lien or encumbrance upon the Revenues of the Parking System shall have been paid and made good, and all defaults under the provisions of this Resolution shall have been cured and made good, possession of the Parking System shall be surrendered to the City upon the entry of an order of the court to that effect. Upon any subsequent Event of Default, any Holder of Bonds issued pursuant to this Resolution, or any trustee appointed for Bondhold- ers as hereinafter provided, shall have the right to secure the further appointment of a receiver. - 80 - D09:[04S48.00CS.MIA180203]RESOLUTION-6. Such receiver shall in the performance of the powers herein- above conferred upon him be under the direction and supervision of the court making such appointment, shall at all times be subject to the orders and decrees of such court and may be removed thereby and a successor receiver appointed in the discretion of such court. Nothing herein contained shall limit or restrict the jurisdiction of such court to enter such other and further orders and decrees as such court may deem necessary or appropriate for the exercise by the receiver of any function not specifically set forth herein. Any receiver appointed as provided herein shall hold and operate the Parking System in the name of the City and for the joint protection and benefit of the City and the Holders of Bonds issued pursuant to this Resolution. Such receiver shall have no power to sell, assign, mortgage or otherwise dispose of any assets of any kind or character belonging or pertaining to the Parking System, except as provided herein, but the authority of such receiver shall be limited to the possession, operation and maintenance of the Parking System for the sole purpose of the protection of both the City and the Bondholders. The Holder or Holders of Bonds in an aggregate principal amount of more than fifty per centum (50%) of the Bonds then Outstanding may by a duly executed certificate in writing appoint a trustee for Holders of Bonds issued pursuant to this Resolution with authority to represent such Bondholders in any legal proceed- ings for the enforcement and protection of the rights of such Bondholders. Such certificate shall be executed by such Bondhold- ers or their duly authorized attorneys or representatives, and shall be filed in the office of the City Clerk of the City. Notwithstanding anything in this Resolution to the contrary, so long as the issuer of a Credit Facility shall not be in default in its obligations under such Credit Facility, such issuer shall be deemed to be the holder of all Bonds having the benefit of such Credit Facility for all purposes of this Article VIII. Section 805. Pro Rata Application of Funds. Anything in this Resolution to the contrary notwithstanding, if at any time the moneys in the Debt Service Account shall not be sufficient to pay the principal of or the interest on the Bonds as the same become due and payable (either by their terms or by acceleration of maturities under the provisions of Section 803 of this Article), such moneys, together with any moneys then available for such purpose, whether through the exercise of the remedies provided for in this Article or otherwise, shall be applied as follows: (a) Unless the principal of all the Bonds shall have become due and payable or shall have been declared due and payable, all such moneys shall be applied: First: to the payment of the persons entitled thereto of all installments of interest then due and payable, in the order in which such installments become due and - 81 - D09:[04S48.DOCS.MIAl80203]RESOLUTION-6. payable, 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 install- ment, .to the persons entitled thereto, without any discrimina- tion or preference except as to any difference in the respec- tive rates of interest specified in the Bonds; Second: to the payment of the persons entitled thereto of the unpaid principal of any of the Bonds which shall have become due (other than Bonds called for redemption for the payment of which sufficient moneys are held pursuant to the provisions of this Resolution), in the order of their due dates, with interest upon such Bonds at the respective rates specified therein from the respective dates upon which they became due, and, if the amount available shall not be sufficient to pay in full the principal of Bonds due on any particular date, together with such interest, then to the payment of such principal, ratably according to the amount of such principal due on such date, to the persons entitled thereto without any discrimination or preference except as to any difference in the respective rates of interest specified in the Bonds; and Third: to the payment of the interest on and the principal of the Bonds, to the purchase and retirement of Bonds and to the redemption of Bonds, all in accordance with the provisions of Article V of this Resolution. (b) If the principal of all the Bonds shall have become due and payable or shall have been declared 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, according to the amounts due respectively for principal and interest, to the persons entitled thereto without any discrimination or preference except as to any difference in the respective rates of interest specified in the Bonds. (c) If the principal of all the Bonds shall have been declared due and payable and if such declaration shall thereafter have been rescinded and annulled under the provisions of Section 803 of this Article, then, subject to the provisions of paragraph (b) of this Section in the event that the principal of all the Bonds shall later become due or be declared due and payable, the moneys remaining in and thereafter accruing to the Debt Service Account shall be applied in accordance with the provisions of paragraph (a) of this Section. The provisions of this Section are in all respects subject to the provisions of Section 801 of this Article. - 82 - 009: [04S48.00CS.MIA180203]RESOLUTION-6. Whenever moneys are to be applied by the City pursuant to the provisions of this Section, such moneys shall be applied by the City at such times, and from time to time, as the City in its sole discretion shall determine, having due regard to the amount of such moneys available for application and the likelihood of additional moneys becoming available for such application in the future; the deposit of such moneys with the Bond Registrar, or otherwise setting aside such moneys, in trust for the proper purpose, shall constitute proper application by the City; and the City shall incur no liability whatsoever to any Bondholder or to any other person for any delay in applying any such funds, so long as the City acts with reasonable diligence, having due regard to the circumstances, and ultimately applies the same in accordance with such provisions of this Resolution as may be applicable at the time of application. Whenever the City shall exercise such discretion in applying such funds, it shall fix the date upon which such application is to be made and upon such date interest on the amounts of principal to be paid on such date shall cease to accrue. The City shall give such notice as it may deem appropriate and as otherwise required herein of the fixing of any such date, and shall not be required to make payment to the Holder of any unpaid Bond until such Bond shall be surrendered to it for appropriate endorsement. Section 806. Effect of Discontinuance of Proceedinqs. In case any proceeding taken by any Bondholder on account of any default shall have been discontinued or abandoned for any reason, then and in every such case the City and the Bondholder shall be restored to their former positions and rights hereunder, respecti- vely, and all rights and remedies of the Bondholders shall continue as though no such proceeding had been taken. Section 807. Restrictions on Individual Bondholder Actions. No Holder or Holders of any of the Bonds hereby secured shall have any right in any manner whatever by his or their action to affect, disturb or prejudice the security of this Resolution, or to enforce any right hereunder except in the manner herein provided, and all proceedings at law or in equity shall be instituted, had and maintained for the benefit of all Holders of such Bonds. Section 808. No Remedv Exclusive. No remedy herein con- ferred upon the Bondholders is intended to be exclusive of any other remedy or remedies herein provided, and each and every such remedy shall be cumulative and shall be in addition to every other remedy given hereunder. Section 809. Delav Not a Waiver. No delay or omission of any Bondholder to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed to be a waiver of any such default or an acquiescence therein; and every power and remedy given by this Article to the Bondholder may be exercised from time to time and as often as may be deemed expedient. - 83 - D09:[04S48.DOCS.MIA 180203]RESOLUTION-6. Section 810. Riqht to Enforce Payment of Bonds. Nothing in this Article shall affect or impair the right of any Bondholder to enforce the payment of the principal of and interest on his Bond, or the obligation of the City to pay the principal of and interest on each Bond to the Holder thereof at the time and place in said Bond expressed. [END OF ARTICLE VIII] - 84 - D09:[04S48.DOCS.MIA180203]RESOLUTION-6. ARTICLE IX EXECUTION OF INSTRUMENTS BY BONDHOLDERS AND PROOF OF OWNERSHIP OF BONDS Section 901. Execution of Instruments by Bondholders and Proof of Ownershio of Bonds. Any request, direction, consent or other instrument in writing required or permitted by this Resolu- tion to be signed or executed by Bondholders may be in any number of concurrent instruments of similar tenor and may be signed or executed by such Bondholders or their attorneys or legal rep- resentatives. Proof of the execution of any such instrument and of the ownership of Bonds shall be sufficient for any purpose of this Resolution and shall be conclusive in favor of the City with regard to any action taken by it under such instrument if made in the following manner: (a) The fact and date of the execution by any person of any such instrument may be proved by the verification of any officer in any jurisdiction who, by the laws thereof, has power to take affidavits within such jurisdiction, to the effect that such instrument was subscribed and sworn to before him, or by an affidavit of a witness to such execution. Where such execution is on behalf of a person other than an individual such verification or affidavit shall also consti- tute sufficient proof of the authority of the signer thereof. (b) The fact of the ownership of Bonds shall be proved by the registration books required to be maintained pursuant to Article II of this Resolution. Nothing contained in this Article shall be construed as limiting the City to such proof, it being intended that the City may accept any other evidence of the matters herein stated which it may deem sufficient. Any request or consent of the Holder of any Bond shall bind every future Holder of the same Bond in respect of anything done by the City in pursuance of such request or consent. Notwithstanding any of the foregoing provisions of this Section, the City shall not be required to recognize any person as a Holder of any Bond or to take any action at his request unless such Bond shall be deposited with it. [END OF ARTICLE IX] - 85 - D09:[04548.00CS.MIA180203]RESOLUTION-6. ARTICLE X SUPPLEMENTAL RESOLUTIONS Section 1001. Suoolemental Resolution without Bondholders' Consent. The Commission may, without the consent of any Holders of the Bonds or providers of Credit Facilities, Liquidity Facilities, Reserve Account Insurance policies or Reserve Account Letters of Credit, from time to time and at any time adopt such resolutions supplemental hereto as shall not be inconsistent with the terms and provisions hereof (which supplemental resolution shall thereafter form a part hereof) : (a) to cure any ambiguity or formal defect or omission or to correct any inconsistent provisions in this Resolution or in any supplemental ordinance, or (b) to grant to or confer upon the Bondholders any additional rights, remedies, powers, authority or security that may lawfully be granted to or conferred upon the Bond- holders, or (c) to add to the conditions, limitations and restric- tions on the issuance of Bonds under the provisions of this Resolution other conditions, limitations and restrictions thereafter to be observed, or (d) to add to the covenants and agreements of the City in this Resolution other covenants and agreements thereafter to be observed by the City or to surrender any right or power herein reserved to or conferred upon the City, or (e) to permit the issuance of Bonds in coupon form, if as a condition precedent to the adoption of such supplemental resolution, there shall be delivered to the City an opinion of Bond Counsel to the effect that the issuance of Bonds in coupon or bearer form are then permitted by law to be issued and that the interest on such Bonds would be exempt from Federal income taxation, or (f) to permit the City to issue Bonds the interest on which is not exempt from Federal income taxation, or (g) to qualify the Bonds or any of them for registra- tion under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, or (h) to qualify this Resolution as an "indenture" under the Trust Indenture Act of 1939, as amended, or (i) to create additional Debt Service Accounts or subaccounts within the Reserve Account for Series of Bonds as permitted by Section 505 hereof, or - 86 - D09:[04548.DOCS.MIA 180203]RESOLUTION-6. (j) to permit smaller than $5,000, Bonds or to be issued in denominations _ (k) to comply Credit Facilities, Insurance Policies, Interest Rate Swaps, with requirements of entities providing Liquidity Facilities, Reserve Account Reserve Account Letters of Credit and or (1) to designate any parking facilities, including portions of the Parking System, as Separate Parking Facilities under the provisions of Section 709 of this Resolution. Section 1002. Supplemental Resolution with Bondholders' Consent. Subject to the terms and provisions contained in this Section, and not otherwise, the Holders of not less than a majority in aggregate principal amount of the Bonds then outstanding shall have the right, from time to time, anything contained in this Resolution to the contrary notwithstanding, to consent to and approve the adoption of such resolutions supplemental hereto as shall be deemed necessary or desirable by the City for the purpose of modifying, altering, amending, adding to or rescinding, in any particular, any of the terms or provisions contained in this Resolution or in any supplemental resolution; provided, however, that nothing herein contained shall permit, or be construed as permitting, (a) an extension of the maturity of the principal of or the interest on any Bond issued hereunder, or (b) a reduction in the principal amount of any Bond or the redemption premium or the rate of interest thereon, or (c) the creation of a superior or parity pledge or lien to the pledge and lien created under this Resolution other than as permitted by this Resolution, or (d) a preference or priority of any Bond or Bonds over any other Bond or Bonds, or (e) a reduction in the aggregate principal amount of the Bonds required for consent to such supplemental ordinance. Nothing herein contained, however, shall be construed as making necessary the approval by Bondholders of the adoption of any supplemental ordinance as authorized in Section 1001 of this Article. The consent of the Holders of any Series of Additional Bonds or Refunding Bonds to be issued hereunder shall be deemed given if the underwriters or initial purchasers for resale consent in writing to such supplemental resolution and the nature of the amendment effected by such supplemental resolution is disclosed in the official statement or other offering document pursuant to which such Series of Additional Bonds or Refunding Bonds is offered and sold to the public. If at any time the City shall determine that it is necessary or desirable to adopt any supplemental resolution for any of the purposes of this Section, the City shall cause notice of the proposed adoption of such supplemental resolution to be mailed, postage prepaid, to all registered owners of Bonds then Outstanding at their addresses as they appear on the registration books at least sixty (60) days prior to the proposed adoption date. Such notice shall briefly set forth the nature of the proposed supple- - 87 - D09:[04S48.DOCS .MIAl80203]RESOLUTION-6. mental resolution and shall state that the copies thereof are on file at the office of the City Clerk for inspection by all Bondholders. The City shall not, however, be subj ect to any liability ~o any Bondholder by reason of its failure to cause the notice required by this Section to be mailed and any such failure shall not affect the validity of such supplemental resolution when consented to and approved as provided in this Section. Whenever, after the mailing of such notice, the City shall deliver to the Finance Director an instrument or instruments in writing purporting to be executed by the Holders of not less than a majority in aggregate principal amount of the Bonds then Outstanding, which instrument or instruments shall refer to the proposed supplemental resolution described in such notice and shall specifically consent to and approve the adoption thereof in substantially the form of the copy thereof referred to in such notice, thereupon, but not otherwise, the Commission may adopt such supplemental resolution in substantially such form, without liability or responsibility to any holder of any Bond, whether or not such Holder shall have consented thereto. If the Holders of not less than a majority in aggregate principal amount of the Bonds then Outstanding at the time of the adoption of such supplemental resolution shall have consented to and approved the adoption thereof as herein provided, no Holder of any Bond shall have any right to object to the adoption of such supplemental resolution, or to object to any of the terms and provisions contained therein or the operation thereof, or in any manner to question the propriety of the adoption thereof, or to enjoin or restrain the Commission from adopting the same or from taking any action pursuant to the provisions thereof. Upon the adoption of any supplemental resolution pursuant to the provisions of this Section, this Resolution shall be deemed to be modified and amended in accordance therewith, and the respective rights, duties and obligations under this Resolution of the City and all Holders of Bonds then Outstanding shall thereafter be determined, exercised and enforced in all respects under the provisions of this Resolution as so modified and amended. Notwithstanding anything to the contrary contained in this Resolution, so long as the issuer of a Credit Facility shall not be in default in its obligations under such Credit Facility, such issuer shall be deemed to be the holder of all Bonds having the benefit of such Credit Facility for purposes of this Section 1002. Section 1003. Supplemental Resolutions Part of Resolution. Any supplemental resolution adopted in accordance with the pro- visions of this Article and approved as to legality by the City Attorney shall thereafter form a part of this Resolution, and all of the terms and conditions contained in any such supplemental resolution as to any provision authorized to be contained therein shall be and shall be deemed to be part of the terms and conditions of this Resolution for any and all purposes. In case of the - 88 - D09:[04548.DOCS.MIA180203]RESOLUTION-6. adoption and approval of any supplemental resolution, express reference may be made thereof in the text of any Bonds issued thereafter, if deemed necessary or desirable by the City. [END OF ARTICLE X] - 89 - D09:[04S48.DOCS .MIAl80203]RESOLUTION-6. ARTICLE XI DEFEASANCE Section 1101. Cessation of Interests of Bondholders. If, when the Bonds secured hereby (a) shall have become due and payable in accordance with their terms or (b) shall have been duly called for redemption or (c) irrevocable instructions to call the Bonds for redemption or to pay the Bonds at their respective maturities or combination of such payment and redemption shall have been given by the City, the whole amount of the principal and the interest and premium, if any, so due and payable upon all of the Bonds then Outstanding shall be paid or sufficient moneys or Government Obligations, the principal of and the interest on which when due will provide sufficient moneys to pay such principal, interest (which with respect to any Variable Rate Bonds shall be assumed to be the maximum interest rate permitted under the documents governing such Variable Rate Bonds) and premium, if any, on the Bonds then Outstanding shall be held by the Bond Registrar or other bank, trust company or other appropriate financial institution, acting as escrow agent, for such purpose under the provisions of this Resolution, and provision shall also be made for paying all other sums payable hereunder by the City, then and in that case the right, title and interest of the Holders of the Bonds under this Resolution shall thereupon cease, determine and become void, the City shall have no obligation with respect to such Bonds except for the payment of the principal of, redemption premium, if any, and interest thereon solely from the moneys or Government Obligations deposited pursuant to this Section, and the Commission in such case, shall repeal and cancel this Resolution and may apply any surplus in any subaccount in the Debt Service Account and all balances remaining in any other Funds or Accounts other than moneys held for the redemption or payment of Bonds or the interest thereon to any lawful purpose of the City as the Commission shall deter- mine; otherwise this Resolution shall be, continue and remain in full force and effect; provided, however, that in the event Government Obligations shall be deposited with and held by the Bond Registrar or other bank, trust company or other appropriate financial institution, acting as escrow agent, as hereinabove provided, and in addition to the requirements set forth in Article III of this Resolution, the City shall within thirty (30) days after such Government Obligations shall have been deposited with the Bond Registrar or other bank, trust company or other appropri- ate financial institution, acting as escrow agent, cause a notice to be published in a Daily Newspaper of general circulation published in the County, and in a Daily Newspaper of general circulation or a financial journal published in the Borough of Manhattan, City and State of New York, setting forth (a) the date, if any, designated for the redemption of the Bonds or if a portion of the Outstanding Bonds are not being redeemed prior to their maturities or mandatory redemption dates, a statement to the effect that such Bonds are being paid at maturity and any Term Bonds are being redeemed in amounts and at times which will satisfy the Amortization Requirements therefor, (b) a description of the - 90 - 009: [04S48. OOCS. MIA 180203]RESOL UTION-6. Government Obligations so held by the Bond Registrar or other bank, trust company or other appropriate financial institution, acting as escrow agent, and (c) that this Resolution has been repealed and canceled in accordance with the provisions of this Section. With respect to Variable Rate Bonds or Optional Tender Bonds, prior to the release of this Resolution, there shall be filed with the Finance Director, the following: (i) a resolution adopted by the Commission determining (which determination may be based upon opinions of Bond Counselor investment bankers) that the rights of the owners of such Variable Rate Bonds or Optional Tender Bonds to receive payment of interest at the Variable Rate as provided in the documents pursuant to which such Bonds were issued and the right to receive payment of the purchase price of such Bonds upon tender for purchase, as provided in the documents pursuant to which such Bonds were issued, either pursuant to a Credit Facility provided therefor or otherwise will not be materially adversely impaired by the release of this Resolution pursuant to this Article XI; (ii) a resolution, adopted by the Commission,' which may be the same resolution specified in clause (i) above, specifying the uses to which any Current Excess Interest Earnings (as hereinafter defined) may be applied, which may include the financing of Improvements or Capital Expenditures, as defined in this Resolution, for the Parking System or Current Expenses of the Parking System to the extent that expenditure of such sums for such purpose reduces the required Revenues, or, if the City no longer owns the Parking System, the capital expenditures for other lawful purposes of the City, in each event, such uses shall be for facilities the construction or acquisition of which would, but for the receipt of such Current Excess Interest Earnings, have been constructed or acquired using proceeds of unissued Bonds or other bonds of the City or paid from future revenues of the City; and (iii) there shall have been furnished to the City, as a condition of the release of this Resolution, an opinion of Bond Counsel to the effect that such release will not have an adverse effect on the Federal income tax exemption of interest on any of such Bonds as are then exempt from such taxation. For the purposes of this Section, "Current Excess Interest Earnings" shall mean for each period for which interest is received by the escrow agent on the Government Obligations held in escrow for the Holders of the outstanding Bonds, the excess, if any, of interest received on such Government Obligations over the amount of interest paid on the Variable Rate Bonds in such period. The agreement pursuant to which such Government Obligations are held by the escrow agent shall provide for withdrawal of such Current Excess Interest Earnings when received by the escrow agent and payment of such sums to the City for expenditure in the manner provided in the resolution mentioned in clause (ii) of the preceding paragraph. All moneys and obligations held by the Bond Registrar or other bank, trust company or other appropriate financial institution, acting as escrow agent, pursuant to this Section shall be held in - 91 - 009: [04S48. oocs. MIA 180203 ]RESOLUTION-6. trust and the principal of and interest on said obligations when received, and said moneys, applied to the payment, when due, of the principal of, and the interest and the premium, if any, on the Bonds payahle therefrom. [END OF ARTICLE XI] - 92 - 009: [04548. DOCS. MIA 180203]RESOLUTION-6. ARTICLE XII PROVISIONS RELATING TO THE SERIES 1996A BOND INSURER Section 1201. provisions relatinq to the Series 1996A Bond Insurer. For so long as the Series 1996A Bond Insurance Policy, or with respect to clauses (a) and (c) below, solely if and while the Series 1996A Reserve Policy, is in effect and the Series 1996A Bond Insurer has not defaulted in its payment obligations thereunder, and notwithstanding any provisions to the contrary contained in this Resolution, the City, the Bond Registrar and the Holders of the Bonds, as applicable, covenant and agree, but solely for the benefit of the Series 1996A Bond Insurer, as follows: (a) The provisions of the Insurance Agreement shall be binding on the City, the Bond Registrar and the Holders of the Bonds the same as if they were set forth in full in this Resolution and to the extent of any inconsistencies between the provisions of this Resolution and the Insurance Agreement, the provisions of the Insurance Agreement shall control. (b) The Counterparty with respect to any Interest Rate Swap entered into in connection with the Bonds or, if the Counterparty's obligations are guaranteed, then in lieu of the Counterparty, any guarantor of such obligations, shall be an entity whose senior unsecured debt is rated at least "M" by Standard & Poor's and "Aa" by Moody's at the time that the City enters into the Interest Rate Swap. If such Counterparty's or, if its obligations are guaranteed, then in lieu of the Counterparty, the guarantor's senior unsecured debt is at any time thereafter not rated "M-" or better by Standard & Poor's and "Aa3" or better by Moody's, for purposes of computing "Principal and Interest Requirements", the interest rate with respect to the principal amount of the related Bonds equal to the "notional amount" specified in the Interest Rate Swap shall be assumed to be the higher of the interest rate on the Bonds and the rate upon which the City's payments under the Interest Rate Swap are calculated. The Interest Rate Swap must provide that if the counterparty's, or if its obligations are guaranteed, then in lieu of the Counterparty, the guarantor's senior unsecured debt is at any time thereafter not rated "A-" or better by Standard & Poor's and "A3" or better by Moody's, the City shall have the right to terminate the Interest Rate Swap and the City hereby covenants to exercise such right upon the occurrence of such event. Any termination payments due the Counterparty must be payable on a basis subordinate to payments due on the Bonds. (c) If Policy Costs (as defined in the Insurance Agreement) are due and owing at any time of delivery of the certificate described in Section 209 (c) hereof, such certifi- cate must, in addition to the requirements under said Section 209(c), demonstrate sufficient coverage to provide for the - 93 - D09:[04548.DOCS. MIA180203]RESOLUTION-6. payment of one hundred per centum (100%) of the Policy Costs due during the twelve months immediately succeeding the month of delivery of such certificate. -(d) In connection with the issuance of any Additional Bonds or Refunding Bonds, any increase in the Reserve Account Requirement attributable to the issuance of such Bonds shall be funded at the time of the delivery of such Bonds. (e) In determining the amount of the Principal and Interest Requirements for any Fiscal Year with respect to Variable Rate Bonds, the interest rate shall be assumed to be the greater of (i) eight percent (8%) per annum or (ii) the average rate of interest for such Variable Rate Bonds during the preceding twelve (12) months or such shorter period as the Variable Rate Bonds were outstanding, or if there were no Variable Rate Bonds outstanding during such period, then eight percent (8%) per annum. (f) Unless otherwise approved by the Series 1996A Bond Insurer, scheduled principal due in any Fiscal Year (whether by Amortization Requirements or at maturity) with respect to any Series of Bonds shall not exceed fifteen percent (15%) of the original total principal amount of such Series of Bonds. (g) To the extent that the City maintains a self- insurance program for all or any portion of the risks with respect to the Parking System, the City shall provide to the Series 1996A Bond Insurer a statement of an independent insurance consultant acceptable to the Series 1996A Bond Insurer to the effect that such self-insurance program is adequate to protect the Parking System. (h) Any insurance carrier insuring the Parking System shall be rated at least "A" by A.M. Best Company, Inc., Standard & Poor's or Moody's. (i) Notice of the optional or extraordinary redemption of Series 1996A Bonds, other than any notice that refers to Series 1996A Bonds that are to be redeemed from proceeds of a refunding bond issue or from amounts to be provided by the Series 1996A Bond Insurer in its discretion, may be given only if sufficient funds have been deposited with the Bond Regis- trar to pay the applicable redemption price of the Series 1996A Bonds to be redeemed. (j) In connection with an event described in Section 802 (i) hereof which cannot be remedied within thirty (30) days, the same shall constitute an Event of Default under this Resolution upon the expiration of ninety (90) days after the written notice described in said Section 802(i) shall have been given to the City unless a longer time period is approved by the Series 1996A Bond Insurer. - 94 - 009: [Q4S48.DOCS.MIAI80203]RESOLUTION-6. (k) In the event the maturity of the Series 1996A Bonds is accelerated, the Series 1996A Bond Insurer may elect, in its sole discretion, to pay accelerated principal and interest accrued or accreted, as applicable, on such principal to the date of acceleration (to the extent unpaid by the City) and the Bond Registrar shall be required to accept such amounts. Upon payment of such accelerated principal and interest accrued to the acceleration date as provided above, the Series 1996A Bond Insurer's obligations under the Series 1996A Bond Insurance Policy shall be fully discharged. (1) The Series 1996A Bond Insurer shall be deemed to be the sole holder of the Series 1996A Bonds for the purpose of exercising any voting right or privilege or giving any consent or direction or taking any other action that the holders of the Series 1996A Bonds are entitled to take pursuant to Articles VIII or X hereof. No provision of this Resolution expressly recognizing or granting rights in or to the Series 1996A Bond Insurer shall be modified without the consent of the Series 1996A Bond Insurer. (m) Any amendment or supplement to this Resolution which does not require the consent of Bondholders may only become effective upon obtaining the prior written consent of the Series 1996A Bond Insurer; provided, however, that the consent of the Series 1996A Bond Insurer shall not be required with respect to any supplement to this Resolution adopted by the City to provide for the issuance of Bonds or System Debt in accordance with the provisions of this Resolution. (n) Copies of any modification or amendment to this Resolution shall be sent to Standard & Poor's and Moody's at least 15 days prior to the effective date thereof. (0) In determining whether a payment default has occurred, no effect shall be given to payments made under the Series 1996A Bond Insurance Policy. (p) The Series 1996A Bond Insurer shall, to the extent it makes any payment of principal of or interest on the Series 1996A Bonds, become subrogated to the rights of the recipients of such payments in accordance with the terms of the Series 1996A Bond Insurance Policy. (q) The Series 1996A Bond Insurer shall have the right to advance any payment required to be made by the City in order to prevent an Event of Default under this Resolution and the Bond Registrar shall be required to accept such advance. The City shall be required to reimburse the Series 1996A Bond Insurer for any such advance. (r) The rights granted to the Series 1996A Bond Insurer under this Resolution to request, consent to or direct any action are rights granted to the Series 1996A Bond Insurer in consideration of its issuance of the Series 1996A Bond Insur- - 95 - 009:[Q4S48.DOCS.MIAI80203]RESOLUTION-6. ance Policy. Any exercise by the Series 1996A Bond Insurer of such rights is merely an exercise of the Series 1996A Bond Insurer's contractual rights and shall not be construed or deemed to be taken for the benefit or on behalf of the Bondholders nor does such action evidence any position of the Series 1996A Bond Insurer, positive or negative, as to whether Bondholder consent is required in addition to consent of the Series 1996A Bond Insurer. (s) In the event of an advance refunding of the Series 1996A Bonds, in addition to any provisions contained in Article XI hereof, (i) the City shall cause to be delivered, on the deposit date and upon any reinvestment of the defea- sance amount, a report of an independent firm of nationally recognized certified public accountants or such other accoun- tant as shall be acceptable to the Series 1996A Bond Insurer (the "Accountant") verifying the sufficiency of the escrow established to pay the Series 1996A Bonds in full on the maturity date or redemption date, as applicable, (the "Verifi- cation"), (ii) the escrow deposit agreement (which shall be acceptable in form and substance to the Series 1996A Bond Insurer) shall provide that no (A) substitution of a Govern- ment Obligation shall be permitted except with another Government Obligation and upon delivery of a new Verification and (B) reinvestment of a Government Obligation shall be permitted except as contemplated by the original Verification or upon delivery of a new Verification, and (iii) there shall be delivered an opinion of Bond Counsel to the effect that the Series 1996A Bonds are no longer Outstanding under this Resolution; each Verification and defeasance opinion shall be acceptable in form and substance, and addressed, to the City and the Series 1996A Bond Insurer. Series 1996A Bonds shall be deemed Outstanding under this Resolution unless and until they are in fact paid and retired or the above criteria is met. In the event a forward purchase agreement will be employed in the refunding, such agreement shall be subject to the approval of the Series 1996A Bond Insurer and shall be accompanied by such opinions of counsel as may be required by the Series 1996A Bond Insurer. The Series 1996A Bond Insurer shall be provided with final drafts of the above-referenced documentation not less than five business days prior to the funding of the escrow. (t) Amounts paid by the Series 1996A Bond Insurer under the Series 1996A Bond Insurance Policy shall not be deemed paid for purposes of this Resolution and shall remain Out- standing and continue to be due and owing until paid by the City in accordance with this Resolution. This Resolution shall not be discharged unless all amounts due or to become due to the Series 1996A Bond Insurer have been paid in full. (u) The notice address of the Series 1996A Bond Insurer is Financial Security Assurance Inc., 350 Park Avenue, New York, New York 10022-6022, Attention: Managing Director -- Surveillance -- Re: Policy No. , Telephone: - 96 - 009: [04548. DOCS .MIAI80203]RESOLUTION-6. (212) 826-0100; Telecopier: (212) 339-3518. In each case in which notice or other communication refers to an Event of Default or with respect to which failure on the part of the Series 1996A Bond Insurer to respond shall be deemed to constitute consent or acceptance, then a copy of such notice or other communication shall also be sent to the attention of General Counsel and shall be marked to indicate "URGENT MATERIAL ENCLOSED." (v) The Series 1996A Bond Insurer shall be provided with the following information by the City or the Bond Registrar, as applicable: (i) Financial Statements within 120 days after the end of the Fiscal Year and the City's annual budget within 30 days after the approval thereof; (ii) Upon delivery of the Financial Statements, a certificate of the Finance Director stating that, to the best of such individual's knowledge following reasonable inquiry, no Event of Default (or any event which, once all notice or grace periods have passed, would consti- tute an Event of Default) has occurred, or if an Event of Default has occurred, specifying the nature thereof and, if the City has a right to cure pursuant to Article VIII hereof, stating in reasonable detail the steps, if any, being taken by the City to cure such Event of Default; (iii) Official statement, if any, prepared in connection with the issuance of additional debt of the City, whether or not it is on a parity with the Series 1996A Bonds, within 30 days after the bond sale; (iv) Notice of any draw upon, or deficiency due to market fluctuation in the amount on deposit in, the Reserve Account with two business days after knowledge thereof other than (A) withdrawals of amounts in excess of the Reserve Account Requirement and (B) withdrawals in connection with a refunding of Bonds; (v) Notice of any failure of the City to make any required deposit into the Debt Service Account within two business days of knowledge thereof; notice of any other Event of Default known to the Bond Registrar with five business days after knowledge thereof; (vi) Prior notice of the advance refunding or redemption of any of the Series 1996A Bonds, including the principal amount, maturities and CUSIP numbers thereof; (vii) Notice of the resignation or removal of the Bond Registrar and the appointment of, and acceptance of duties by, any successor thereto; - 97 - 009:[04548.DOCS.MIAI80203]RESOLUTION-6. (viii) A full original transcript of all proceed- ings relating to the execution of any amendment or supplement to this Resolution; (ix) All required to be Resolution; and reports, notices delivered under and the correspondence terms of this (x) Such additional information as the Series 1996A Bond Insurer from time to time may reasonably request. (w) The interest that the City must pay on defaulted interest or principal shall not accrue to any Bondholder except the Series 1996A Bond Insurer so long as the Series 1996A Bond Insurer is not in default in its payment obliga- tions under the Series 1996A Bond Insurance Policy. (x) Investments (except investment agreements) under the Funds and Accounts established in this Resolution shall be valued at the market value thereof, exclusive of accrued interest, (i) as frequently as deemed necessary by the Series 1996A Bond Insurer, but not less often than annually nor more often than monthly, and (ii) upon any draw upon the Reserve Account. Deficiencies in the amount on deposit in any Fund or Account resulting from a decline in market value shall be restored within one year of the valuation date. (y) No resignation or removal of the Bond Registrar with respect to the Series 1996A Bonds shall become effective until a successor has been appointed and has accepted the duties of Bond Registrar. The Series 1996A Bond Insurer is hereby granted the right to remove the Bond Registrar with respect to the Series 1996A Bonds. (z) Notwithstanding anything to the contrary contained in this Resolution, at least five (5) Business Days (as defined in the Series 1996A Bond Insurance Policy) immediately preceding each payment date on the Bonds, the City shall transfer from the applicable Accounts (and Subaccounts therein) to the Bond Registrar, the amounts available thereun- der for the payments due on the Bonds on each such payment date. (aa) Claims upon the Series 1996A Bond Insurance Policy and Payments by and to the Series 1996A Bond Insurer. (i) If, on the third Business Day prior to the related scheduled interest payment date or principal payment date or the date to which Series 1996A Bond maturity has been accelerated (a "Payment Date") there is not on deposit with the Bond Registrar, after making all transfers and deposits required under this Resolu- tion, moneys sufficient to pay the principal of and interest on the Series 1996A Bonds due on such Payment - 98 - 009: [04548. DOCS. MIA 180203]RESOLUTION-6. Date, the Bond Registrar shall give notice to the Series 1996A Bond Insurer and to its designated agent (if any) (the "Insurer's Fiscal Agent") by telephone or telecopy of the amount of such deficiency by 12:00 noon, New York -City time, on such Business Day. If, on the second Business Day prior to the related Payment Date, there continues to be a deficiency in the amount available to pay the principal of and interest on the Bonds due on such Payment Date, the Bond Registrar shall make a claim under the Series 1996A Bond Insurance Policy and give notice to the Series 1996A Bond Insurer and the In- surer's Fiscal Agent (if any) by telephone of the amount of such deficiency, and the allocation of such deficien- cy between the amount required to pay interest on the Series 1996A Bonds and the amount required to pay principal of the Series 1996A Bonds, confirmed in writing to the Series 1996A Bond Insurer and the Insurer's Fiscal Agent by 12: 00 noon, New York City time, on such second Business Day. (ii) The Bond Registrar shall establish a separate special purpose trust account for the benefit of Holders of the Series 1996A Bonds referred to herein as the "Policy Payments Account" and over which the Bond Registrar shall have exclusive control and sole right of wi thdrawal. The Bond Registrar shall receive any amount paid under the Series 1996A Bond Insurance Policy in trust on behalf of Holders of the Series 1996A Bonds and shall deposit any such amount in the Policy Payments Account and distribute such amount only for purposes of making the payments for which a claim was made. Such amounts shall be disbursed by the Bond Registrar to Holders of the Series 1996A Bonds in the same manner as principal and interest payments are to be made with respect to the Series 1996A Bonds under the sections hereof regarding payment of Series 1996A Bonds. It shall not be necessary for such payments to be made by checks or wire transfers separate from the check or wire transfer used to pay debt service with other funds available to make such payments. However, the amount of any payment of principal of or interest on the Series 1996A Bonds to be paid from the Policy Payments Account shall be noted as provided in (i v) below. Funds held in the Policy Payments Account shall not be invested by the Bond Registrar and may not be applied to satisfy any costs, expenses or liabilities of the Bond Registrar. In the event the Series 1996A Bonds are subject to mandatory sinking fund redemption, upon receipt of the moneys due, affected Bondholders shall surrender their Series 1996A Bonds to the Bond Registrar who shall authenticate and deliver to such Bondholder a new Series 1996A Bond or Series 1996A Bonds in an aggregate principal amount equal to the unredeemed portion of the Series 1996A Bond surrendered, and upon maturity or - 99 - 009:[04548.DOCS.MIAI80203]RESOLUTION-6. other advancement of maturity and receipt of the moneys due, Bondholders shall surrender their Bonds for cancellation. The Bond Registrar shall designate any portion of payment of principal on Series 1996A Bonds -paid by the Series 1996A Bond Insurer, whether by virtue of mandatory sinking fund redemption, maturity or other advancement of maturity, on its books as a reduction in the principal amount of Series 1996A Bonds registered to the then current Bondholder, whether DTC or its nominee or otherwise, and shall issue a replacement Series 1996A Bond to the Series 1996A Bond Insurer, registered in the name of Financial Security Assurance Inc., in a princi- pal amount equal to the amount of principal so paid (without regard to authorized denominations); provided that the Bond Registrar's failure to so designate any payment or issue any replacement Series 1996A Bond shall have no effect on the amount of principal or interest payable by the City on any Series 1996A Bond or the subrogation rights of the Series 1996A Bond Insurer. (iii) Any funds remaining in the Policy Payments Account following a Payment Date shall promptly be remitted to the Series 1996A Bond Insurer except for funds held for the payment of Series 1996A Bonds pursuant to Section 5.13 hereof. (iv) The Bond Registrar shall keep a complete and accurate record of all funds deposited by the Series 1996A Bond Insurer into the Policy Payments Account and the allocation of such funds to payment of interest on and principal paid in respect of any Series 1996A Bond. The Series 1996A Bond Insurer shall have the right to inspect such records at reasonable times upon one Business Day's prior notice to the Bond Registrar. (v) Subject to and conditioned upon payment of any interest or principal with respect to the Series 1996A Bonds by or on behalf of the Series 1996A Bond Insurer, each Bondholder, by its purchase of Series 1996A Bonds, hereby assigns to the Series 1996A Bond Insurer, but only to the extent of all payments made by the Series 1996A Bond Insurer, all rights to the payment of interest or principal on the Series 1996A Bonds, including, without limitation, any amounts due to the Bondholders in respect of securities law violations arising from the offer and sale of the Series 1996A Bonds, which are then due for payment. The Series 1996A Bond Insurer may exercise any option, vote, right, power or the like with respect to Series 1996A Bonds to the extent it has made a principal payment pursuant to the Series 1996A Bond Insurance Policy. The foregoing assignment is in addition to, and not in limitation of, rights of subrogation otherwise available to the Series 1996A Bond Insurer in respect of such payments. The Bond Registrar shall take such action and deliver such - 100 - 009:[04548.DOCS .MIAI80203]RESOLUTION-6. instruments as may be reasonably requested or required by the Series 1996A Bond Insurer to effectuate the purpose or provisions of this clause (v). (vi) The Bond Registrar shall promptly notify the Series 1996A Bond Insurer of either of the following as to which it has actual knowledge: (A) the commencement of any proceeding by or against the City commenced under the United States Bankruptcy Code or any other applica- ble bankruptcy, insolvency, receivership, rehabilitation or similar law (an "Insolvency Proceeding") and (B) the making of any claim in connection with any Insolvency Proceeding seeking the avoidance as a preferential transfer (a "Preference Claim") of any payment of principal of, or interest on, the Series 1996A Bonds. Each Bondholder, by its purchase of Series 1996A Bonds, and the Bond Registrar with respect to the Series 1996A Bonds hereby agrees that the Series 1996A Bond Insurer may at any time during the continuation of an Insolvency Proceeding exercise any right to direct matters relating to such Insolvency Proceeding which such Bondholder and Bond Registrar may have under law, including, without limitation, (A) all matters relating to any Preference Claim, (B) the direction of any appeal of any order relating to any Preference Claim and (C) the posting of any surety, supersedeas or performance bond pending any such appeal. In addition, and without limitation of the foregoing, the Series 1996A Bond Insurer shall be subrogated to the rights of the Bond Registrar and each Bondholder in any Insolvency Proceed- ing to the extent it is subrogated pursuant to the Series 1996A Bond Insurance Policy, including, without limitation, any rights of any party to an adversary proceeding action with respect to any court order issued in connection with any such Insolvency Proceeding. (vii) The City hereby agrees to payor reimburse, but solely from the sources pledged under this Resolu- tion to the payment of the Series 1996A Bonds, the Series 1996A Bond Insurer any and all charges, fees, costs and expenses which the Series 1996A Bond Insurer may reasonably payor incur in connection with (A) any accounts established to facilitate payments under the Bond Insurance Policy, (B) the administration, enforce- ment, defense or preservation of any rights or security in respect of this Resolution, (C) the pursuit of any remedies under this Resolution or otherwise afforded by law or equity, (D) any amendment, waiver or other action with respect to, or related to, whether or not executed or completed, (E) the violation by the City of any law, rule or regulation, or any judgment, order or decree applicable to it or (F) any litigation or other dispute in connection with this Resolution or the transactions contemplated hereby, other than amounts resulting from - 101 - 009: [04548. DOCS .MIAI80203]RESOLUTION-6. the failure of the Series 1996A Bond Insurer to honor its obligations under the Series 1996A Bond Insurance Policy; costs and expenses shall include a reasonable allocation of compensation and overhead attributable to -time of employees of the Series 1996A Bond Insurer spent solely in connection with the actions described above. The Series 1996A Bond Insurer reserves the right to charge a reasonable fee as a condition to executing any amendment , waiver or consent proposed in respect of this Resolution. (viii) The City shall pay, but solely from the sources pledged under this Resolution to the payment of the Series 1996A Bonds, to the Series 1996A Bond Insurer interest on any and all amounts as are paid under the Series 1996A Bond Insurance Policy and as are otherwise due to the Series 1996A Bond Insurer from the date paid by the Series 1996A Bond Insurer until payment thereof in full at the Late Payment Rate. "Late Payment Rate" means the lesser of (A) the greater of (i) the per annum rate of interest, publicly announced from time to time by Chemical Bank at its principal office in the City of New York, as its prime or base lending rate ("Prime Rate") (any change in such Prime Rate to be effective on the date such change is announced by Chemical Bank) plus 3%, and (ii) the then applicable highest rate of interest on the Series 1996A Bonds and (B) the maximum rate permissible under applicable usury or similar laws limiting interest rates. The Late Payment Rate shall be computed on the basis of the actual number of days elapsed over a year of 360 days. In the event Chemical Bank ceases to announce its Prime Rate publicly, Prime Rate shall be the publicly announced prime or base lending rate of such national bank as the Series 1996A Bond Insurer shall specify. (ix) The Series 1996A Bond Insurer shall be entitled to pay principal or interest on the Series 1996A Bonds that shall become Due for Payment but shall be unpaid by reason of Nonpayment by the Issuer (as such terms are defined in the Series 1996A Bond Insurance Policy) and any amounts due on the Series 1996A Bonds as a result of acceleration of the maturity thereof in accordance with this Resolution, whether or not the Series 1996A Bond Insurer has received a Notice (as defined in the Series 1996A Bond Insurance Policy) of Nonpayment or a claim upon the Series 1996A Bond Insur- ance Policy. [END OF ARTICLE XII] - 102 - 009: [04548. DOCS .MIAI80203]RESOLUTION-6. ARTICLE XIII MISCELLANEOUS PROVISIONS section 1301. Effect of Covenants. All covenants, stipula- tions, obligations and agreements of the City contained in this Resolution shall be deemed to be covenants, stipulations, obliga- tions and agreements of the City and of the Commission and of each department and agency of the City to the full extent authorized or permitted by law, and all such covenants, stipulations, obligations and agreements shall bind or inure to the benefit of the successor or successors thereof from time to time and any officer, board, body or commission to whom or to which any power or duty affecting such covenants, stipulations, obligations and agreements shall be transferred by or in accordance with law. Except as otherwise provided in this Resolution, all rights, powers and privileges conferred and duties and liabilities imposed upon the City or upon the Commission by the provisions of this Resolution shall be exercised or performed by the Commission, or by such other officers, board, body or commission as may be required by law to exercise such powers or to perform such duties. No covenant, stipulation, obligation or agreement herein contained shall be deemed to be a covenant, stipulation, obligation or agreement of any member, agent or employee of the Commission in his individual capacity, and neither the members of the Commission nor any official executing the Bonds shall be liable personally on the Bonds or be subject to any personal liability or accountability by reason of the issuance thereof. Section 1302. Manner of Givina Notice. Any notice, demand, direction, request or other instrument authorized or required by this Resolution to be given to or filed with the City shall be deemed to have been sufficiently given or filed for all purposes of this Resolution if and when sent by registered mail, return receipt requested, to the City at City of Miami Beach 1700 Convention Center Drive Miami Beach, Florida 33139 Attention: Finance Director and City Attorney All documents received by the City and the Commission under the provisions of this Resolution shall be retained in their possession, subject at all reasonable times to the inspection of the City, any Bondholder, and the agents and representatives thereof. - 103 - 009:[04548.DOCS.MIAI80203]RESOLUTION-6. Section 1303. Successorship of Bond Reqistrar. Any bank or trust company with or into which the Bond Registrar may be merged or consolidated, or to which the assets and business of such Bond Registrar may be sold, shall be deemed the successor of such Bond Registrar for the purposes of this Resolution. If the position of the Bond Registrar shall become vacant for any reason, the Commission shall, within thirty (30) days thereafter, appoint a bank or trust company located in the same city, as the Bond Registrar to fill such vacancy. The City shall have the right at any time to remove the Bond Registrar and to appoint a successor Bond Registrar; provided, however, that no such removal and appointment shall cause a delay in the payment of principal of, redemption premium, if any, or interest on any Bond Outstanding under this Resolution. Section 1304. Successorshio of City Officers. In the event that the offices of Mayor, Finance Director, City Manager, Parking Director, City Clerk or City Attorney shall be abolished or any two or more of such offices shall be merged or consolidated, or in the event of a vacancy in any such office by reason of death, resig- nation, removal from office or otherwise, or in the event any such officer shall become incapable of performing the duties of his office by reason of sickness, absence from the City or otherwise, all powers conferred and all obligations and duties imposed upon such officer shall be performed by the officer succeeding to the principal functions thereof or by the officer upon whom such powers, obligations and duties shall be imposed by law. Section 1305. Substitute Publication. If, because of the temporary or permanent suspension of publication of any Daily Newspaper or financial journal or for any other reason, the Finance Director or the City shall be unable to publish in a Daily Newspaper or financial journal any notice required to be published by any provision of this Resolution, the City shall give such notice in such other manner as in its judgment shall most effect- ively approximate such publication, and the giving of such notice in such manner for all purposes of this Resolution shall be deemed to be in compliance with the requirement for the publication thereof. Section 1306. Inconsistent Resolutions. All resolutions and parts thereof which are inconsistent with any of the provisions of this Resolution are hereby declared to be inapplicable to the provisions of this Resolution; provided, however, that until such time as "provision for payment" with respect to the Prior Bonds has been made in accordance with Section 22 of the Prior Bonds Resolution, the provisions of the Prior Bonds Resolution shall remain in full force and effect. Section 1307. Further Acts. The officers and agents of this City are hereby authorized and directed to do all the acts and things required of them by the Bonds and this Resolution, for the full, punctual and complete performance of all of the terms, - 104 - 009:[04548.DOCS .MIAI80203]RESOLUTION-6. covenants, provisions and agreements contained in the Bonds and this Resolution. Section 1308. Headinqs Not Part of Resolution. Any headings preceding the texts of the several Articles and Sections hereof and any table of contents, marginal notes or footnotes appended to copies hereof shall be solely for convenience of reference, and shall not constitute a part of this Resolution, nor shall they effect its meaning, construction or effect. Section 1309. Beneficiaries under Resolution. Except as herein otherwise expressly provided, nothing in this Resolution, expressed or implied, is intended or shall be construed to confer upon any person, firm or corporation, other than the City, the Bond Registrar, the Holders of the Bonds issued under and secured by this Resolution, and the providers of any Credit Facility, Liquidity Facility, Reserve Account Insurance Policy and Reserve Account Letter of Credit, including the Series 1996A Bond Insurer, any right, remedy or claim, legal or equitable, under or by reason of the Resolution or any provisions hereof, this Resolution and all its provisions being intended to be and being for the sole and exclusive benefit of the City, the Bond Registrar, the Holders from time to time of the Bonds issued hereunder and the providers of any Credit Facility, Liquidity Facility, Reserve Account Insurance Policy and Reserve Account letter of Credit, including the Series 1996A Bond Insurer. Section 1310. Effect of Partial Invalidity. In case anyone or more of the provisions of this Resolution or of any Bonds or coupons issued hereunder shall for any reason be held to be illegal or invalid, such illegality or invalidity shall not affect any other provision of this Resolution or of the Bonds or coupons, but this Resolution and the Bonds and coupons shall be construed and enforced as if such illegal or invalid provision had not been contained therein. The Bonds are issued and this Resolution is adopted with the intent that the laws of the State of Florida shall govern their construction. Section 1311. Resolution Effective. This Resolution shall take effect immediately upon its adoption. [ SEAL] Mayor PASSED AND ADOPTED this Attest: - 105 - FORM APPROVED ByU}~ Date -:5-/2-- 9b" Ro~.pM-~ City Clerk 009:[04548.DOCS .MIAI80203]RESOLUTION-6. EXHIBIT A INITIAL SEPARATE PARKING FACILITIES The Separate Parking Facilities initially consist of: (1) A new parking facility being built at 7th Street and Collins Avenue. (2) An existing parking facility and any new parking facility to be built at or near 16th Street between Collins Avenue and Washington Avenue. 009:[04548.DOCS.MIAI80203]RESOLUTION-6. A-I EXHIBIT A INITIAL SEPARATE PARKING FACILITIES The Separate Parking Facilities initially consist of: (1) A new parking facility being built at 7th Street and Collins Avenue. (2) An existing parking facility and any new parking facility to be built at or near 16th Street between Collins Avenue and Washington Avenue. 009: [04548.DOCS.MIA180203]RESOLUTION-6. A-I CI'TV OF MIAMI BEACH CITY HALL 1700 CONVENTION CENTER DRIVE MIAMI BEACH FLORIDA 33139 OFFICE OF THE CITY MANAGER TELEPHONE: (305) 673-7010 FAX: (305) 673-7782 COMMISSION MEMORANDUM NO. -9~ -q ~ February 20,1996 To: Mayor Seymour Gelber and Members of the City Commission From: Jose Garcia-Pedrosa AJ City Manager If' Subject: Resolution Authorizing the Issuance of 1996A Parking Revenue Refunding Bonds Administrative Recommendation The Administration recommends that the Mayor and City Commission adopt the resolution. Background These Bonds will refinance the 1988 Parking Revenue Bonds of$12,000,000. These prior bonds, with $9,680,000 outstanding, are paying an effective return of 7.53%. We anticipate that the refunding can be accomplished at a rate approximately 2% below the current effective rate on the outstanding bonds. The net effect of this refinancing will be to reduce the annual debt service cost to the system by $80,000 to $100,000 annually. There will be approximately $7,000,000 in additional bonding capacity in the system for additional projects after this financing. Conclusion In order to reduce the annual debt service cost payable from the Parking System, the resolution should be approved. JGPIRJN/cp AGENDA ITEM DATE RIF= 2-2Q-Cl& BOND PURCHASE AGREEMENT CITY OF MIAMI BEACH, FLORIDA $10,795,000 Parking Revenue Refunding Bonds, Series 1996A This Bond Purchase Agreement dated March 1, 1996 ("Bond Purchase Agreement") is entered into by and among the following parties (hereinafter individually called a "Party" and collectively called the "Parties"): CITY OF MIAMI BEACH, FLORIDA, a validly existing political subdivision of the State of Florida (the "City"); and GOLDMAN, SACHS & CO. (the "Managing Underwriter") and paineWebber Incorporated, Smith Barney Inc. and William R. Hough & Co. (collectively with the Managing Underwriter, the "Underwriters"). MIA:23664:1 SECTION 1.1. SECTION 1.2. SECTION 1.3. SECTION 1.4. SECTION 1.5. SECTION 2.1. SECTION 3.1. SECTION 3.2. SECTION 3.3. SECTION 3.4. SECTION 4.1. SECTION 4.2. SECTION 4.3. SECTION 5.1. SECTION 5.2. SECTION 6.1. SECTION 6.2. SECTION 6.3. SECTION 6.4. SECTION 6.5. SECTION 6.6. SECTION 6.7. SECTION 6.8. SECTION 6.9. MIA:23664:1 TABLE OF CONTENTS ~ ARTICLE I DEFINITIONS Participants . . . . . . . . . . . . Contracts, Instruments and Documents Legal Authorities . . . . Events, Dates and Places Other Definitions 1 1 2 3 3 ARTICLE II REPRESENTATIONS AND COVENANTS Representations and Covenants of City . 3 ARTICLE III AGREEMENT TO PURCHASE SERIES 1996A BONDS Delivery of Documents to Underwriters Agreement to Sell and Purchase Series 1996A Bonds Public Offering of Series 1996A Bonds Good Faith Check 8 8 9 9 ARTICLE IV CLOSING CONDITIONS Performance of Obligations . . . . Delivery of Closing Papers . . . . Form of Closing Papers; Waiver of Conditions 10 10 12 ARTICLE V TERMINATION; PAYMENT OF EXPENSES Termination . . . . Payment of Expenses 12 14 ARTICLE VI MISCELLANEOUS Parties In Interest; Survival of Representations Notices . Amendment Governing Law Captions Counterparts Severability Rights of Managing Underwriter Effective Time of this Bond Purchase Agreement 14 15 15 15 15 15 15 16 16 i EXHIBIT A EXHIBIT B EXHIBIT C EXHIBIT D EXHIBIT E MIA:23664:1 ********** Maturities, Amounts, Interest Rates and Price or Yields. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-1 Opinion of Bond Counsel................................ B-1 Opinion of City Attorney. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . C-1 Opinion of Underwriter's Counsel....................... D-1 Underwriter's Truth-in-Bonding and Disclosure Statement................................. E-1 ii ARTICLE I DEFINITIONS SECTION 1.1. participants. In addition to the Parties, various persons and firms will participate in the financing to which this Bond Purchase Agreement relates. Among them are those identified below (hereinafter collectively called the "Participants"): Authorized Party: The persons duly authorized and legally empowered to execute documents on behalf of the City. Bond Counsel: Squire, Sanders & Dempsey, Miami, Florida Bond Reqistrar and Paying Aqent: First Union National Bank of Florida, Miami, Florida Certified Public Accountant: KPMG Peat Marwick City Attorney: Murray H. Dubbin, Esq., City Attorney City's Governinq Body: City Commission Escrow Agent: First Union National Bank of Florida, Miami, Florida Financial Advisor: Rauscher pierce Refsnes, Inc., Miami, Florida Insurer: Financial Security Assurance Inc. Underwriters' Counsel: Ruden, McClosky, Smith, Schuster & Russell, P.A., Miami, Florida and Dennis Scholl, P.A., Miami, Florida SECTION 1.2. Contracts. Instruments and Documents. Various contracts, instruments and documents are involved in the financing to which this Bond Purchase Agreement relates. Among them are those identified below: Arbitraqe Certificate: The certificate of the City setting forth its reasonable expectations regarding the use of the proceeds of the Series 1996A Bonds, among other matters. Basic Documents: This Bond Purchase Agreement, the Escrow Deposit Agreement and the Continuing Disclosure Commitment. Closing PaDers: Collectively, the certificates, opinions, instruments and other documents described in Section 4.2 of this Bond Purchase Agreement. MIA:23664:1 1 Continuino Disclosure Commitment: Escrow DeDosit Agreement: Financial Statements: Insurance policv: Official Statement: preliminarv Official Statement: Series 1996A Bonds: The Continuing Disclosure Commitment delivered by the City on the date of delivery of the Series 1996A Bonds. The Escrow Deposit Agreement, dated as of March 1, 1996, between the City and the Escrow Agent. The audited financial statements of the Parking System included in the Preliminary Official Statement and Official Statement as Appendix C. The insurance policy to be issued by the Insurer concurrently with the issuance and delivery of the Series 1996A Bonds. The Official Statement (including the Appendices thereto), dated the date hereof, summarizing the terms of the Series 1996A Bonds and other related matters. The Preliminary Official Statement (including the Appendices thereto), dated February 22, 1996, summarizing the terms of the Series 1996A Bonds and related matters. The City's $10,795,000 Parking Revenue Refunding Bonds, Series 1996A. SECTION 1.3. Leoal Authorities. Various legal authorities are involved in the financing to which this Bond Purchase Agreement relates. Among them are those identified below: Bond Resolution: ~: Mavor's Certificate: MIA:23664:1 Resolution No. 96-21898 adopted by the City's Governing Body on February 20, 1996, as amended and supplemented. The Internal Revenue Code of 1986, as amended through and including the closing Date and, to the extent applicable, the Internal Revenue Code of 1954, as amended, and, to the extent applicable, the regulations issued or proposed pursuant thereto. The Certificate of the Mayor of the City dated the date hereof, providing for among other matters, the fixing of the amount of the Series 1996A Bonds and the maturities, amortization installments, interest rates, and redemption provisions of the Series 1996A Bonds, and fixing other details of the Series 1996A Bonds. 2 SECTION 1.4. Events. Dates and Places. Various dates and places are significant in the financing to which this Bond Purchase Agreement relates. Among them are those identified below: Closing: The consummation of the transaction at which the Series 1996A Bonds are delivered by the City to the Underwriters, and paid for by the Underwriters, pursuant to this Bond Purchase Agreement. Closing Date: March 19, 1996, or such other date as the Parties may agree. Closing Time: 1: 00 p. m. Eastern Daylight Time or such other time as the Parties may agree. Place of Closing: Squire, Sanders & Dempsey, Miami, Florida Miami Center, 29th Floor 201 South Biscayne Boulevard Miami, Florida 33131 SECTION 1.5. Other Definitions. All capitalized terms used and not otherwise defined herein shall have the meanings ascribed thereto in the Bond Resolution. ARTICLE II REPRESENTATIONS AND COVENANTS SECTION 2.1. ReDresentations and Covenants of City. As an inducement to the other Parties to enter into this Bond Purchase Agreement, the City makes the following representations and covenants, each of which representations shall be true and correct on the date hereof and on the Closing Date as if such representations were made again at the Closing Time: (a) The City is a validly existing political subdivision of the State of Florida. (b) The Bond Resolution was adopted by the City's Governing Body at a meeting duly called and held in open session upon requisite prior public notice pursuant to the laws of the State of Florida and the standing resolutions and rules of procedure of the City's Governing Body. The City has full right, power and authority to adopt the Bond Resolution. On the date hereof, the Bond Resolution is, and, at the Closing it shall be, in full force and effect, and no portions thereof have been or shall have been supplemented, repealed, rescinded or revoked. The Bond Resolution constitutes the legal, valid and binding obligation of the City, enforceable in accordance with its terms. The Bond Resolution creates a valid pledge of, and first lien and charge upon, the Net Revenues for the payment of the Series 1996A Bonds. MIA:23664:1 3 (c) The City has full right, power and authority to enter into, execute and deliver the Official Statement, the Basic Documents and the Series 1996A Bonds, and to perform its obligations under the Basic Documents and as contemplated by the Official Statement. All permits, consents or licenses, if any, and all notices to or filings necessary to accomplish the foregoing have been obtained or made. When executed and delivered, the Basic Documents and the Series 1996A Bonds shall constitute legal, valid and binding obligations of the City enforceable in accordance with their respective terms and all conditions and requirements of the Bond Resolution relating to the issuance of the Series 1996A Bonds will have been complied with or fulfilled. Upon issuance of the Series 1996A Bonds, there will be no indebtedness of the City other than the Series 1996A Bonds outstanding under the Bond Resolution or having a lien or charge on the Net Revenues. (d) The Authorized Party executing the Basic Documents and Official Statement on behalf of the City is authorized for and in the name of the City to execute, deliver and perform the obligations of the City under the Basic Documents and as contemplated by the Official Statement and to execute, deliver, file or record such other incidental papers, documents and instruments as shall be necessary to carry out the intention and purposes of the Basic Documents, the Series 1996A Bonds and the Bond Resolution. On the Closing Date the Series 1996A Bonds will be duly authenticated, executed and delivered by the City in accordance with the Bond Resolution and will be entitled to all the benefits and security thereof. Any certificate signed by the Authorized Party shall be deemed a representation and covenant by the City to the Underwriters as to the statements made therein. (e) No authorization, approval, consent or license of any governmental body or authority, not already obtained, is required for the valid and lawful execution and delivery by the City of the Series 1996A Bonds, the Basic Documents, the Official Statement and the Bond Resolution and the performance of its obligations thereunder or as contemplated thereby i provided, however, that no representation is made concerning compliance with the registration requirements of the federal securities laws or the securities or Blue Sky laws of the various states. (f) The execution and delivery by the City of the Series 1996A Bonds, the Basic Documents, the Official Statement and the Bond Resolution and the performance by the City thereunder or as contemplated thereby is permitted by, and will not conflict with or constitute a breach of or default under, any existing law, court or administrative regulation, decree or order or any commitment, indenture, mortgage, lease, contract, agreement or instrument to which the City is a party, or by which it or any of its properties are bound or subject. No event has occurred which, with the lapse of time or the giving of notice or both, would constitute an event of default (as therein defined) under any of the Basic Documents or the Bond Resolution. MIA:23664:1 4 (g) The Series 1996A Bonds, the Bond Resolution, and the Parking System conform to the descriptions thereof set forth in the Official Statement. (h) There is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, governmental agency, public board or body pending and with regard to which the City has received service of process or, to the actual knowledge of the City, threatened against the City affecting, contesting, questioning or seeking to restrain or enj oin any of the following: (i) the powers or valid existence of the City or the titles of the members of the City's Governing Body or its other officers to their respective offices; (ii) any of the proceedings had or actions taken leading up to the sale, issuance and delivery of the Series 1996A Bonds or the execution, delivery or performance of this Bond Purchase Agreement; (iii) the delivery, validity or enforceability of the Series 1996A Bonds or any of the Basic Documents or contesting the power of the City to consummate the transactions contemplated therein and in the Official Statement; (iv) contesting in any way the completeness or accuracy of the Official Statement; (v) wherein an unfavorable decision, ruling or finding would materially and adversely affect the validity or enforceability of the Series 1996A Bonds, the Bond Resolution or the Basic Documents; or (vi) which would have a material adverse effect upon the operations of the Parking System or the City. (i) To the knowledge of the City, the City is not on the date hereof, and will not be on the Closing Date, in default under any instrument to which the City is subject or by which it or its properties are or may be bound or subject, which default would (i) have a material adverse effect on the condition of the City or the Parking System, financial or otherwise (other than as disclosed in the Official Statement) or (ii) otherwise materially affect its ability to perform its obligations under the Series 1996A Bonds, the Basic Documents or the Bond Resolution. (j) The City has not been advised by the Commissioner, any District Director or any other official of the Internal Revenue Service that certifications by the City with respect to arbitrage may not be relied upon. (k) The City shall apply the proceeds of the sale of the Series 1996A Bonds in the manner described in the Official Statement and the Arbitrage Certificate and will not take or omit to take any action that will in any way cause or result in the proceeds of the sale of the Series 1996A Bonds to be applied in a manner other than as described in same. (1) The Financial Statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis with that of the audited combined financial statements of the City and fairly present the financial condition and results of the operations of the City and the Parking System at the dates and for the periods indicated. MIA: 23664: 1 5 (m) properties that shown There has been no material adverse change in the business, or financial condition of the City and the Parking System from in the Financial Statements. (n) Between the date hereof and the Closing Date (i) the City will not, without the prior written consent of the Underwriters, issue any bonds, notes or other obligations, (ii) the City will not incur any material liabilities, direct or contingent, other than those in the ordinary course of business, and (iii) there will not have been any adverse change of a material nature in the City's financial position. (0) Appendices A and B to the Preliminary Official Statement and the Official Statement and the statements relating to the City, the Series 1996A Bonds, including the application of proceeds thereof, and the Bond Resolution set forth in the Preliminary Official Statement and the Official Statement and the Appendices thereto did not on the respective dates of the Preliminary Official Statement and the Official Statement and do not on the date hereof, contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein not misleading. without having undertaken to determine independently the accuracy or completeness of the information in the Preliminary Official Statement and Official Statement or Appendices thereto, except as to the information noted in the preceding sentence, nothing has come to the City's attention that would lead it to believe that the Preliminary Official Statement and Official Statement and the Appendices to such documents contains any untrue statement of a material fact or omits to state any material fact necessary to make the statement therein not misleading. The City has consented to the use of the Preliminary Official Statement and the Official Statement by the Underwriters in connection with the public offering of the Series 1996A Bonds. (p) The City will furnish such information, execute such instruments and take such other action in cooperation with the Underwriters as the Underwriters may reasonably request in order to qualify the Series 1996A Bonds for offer and sale under the Blue Sky or other securities laws or regulations of such states and other jurisdictions of the United States as the Underwriters may designate and to determine the eligibility of the Series 1996A Bonds for investment under the laws of such states and jurisdictions, and will undertake its best efforts to continue such qualifications in effect as long as required for the distribution of any Series 1996A Bonds, provided that the City will not be required to qualify to do business, or be subject to service of process in or subject itself to the jurisdiction of, any state other than the State of Florida. (q) The City has not, since December 31, 1975, been in default in the payment of principal of, premium, if any, or interest on, or otherwise been in default with respect to, any bonds, notes, lease purchase arrangements or other obligations which it has issued, assumed or guaranteed as to payment of principal, premium, if any, or interest, nor has any other person been in default with respect to payment of principal MIA: 23664: 1 6 of, premium, if any, or interest on any bonds, notes or other obligations which the City has issued, except, in both cases, as described in the Preliminary Official Statement and the Official Statement and certain conduit issues which in the opinion of the City would not be considered material by a reasonable investor and therefore do not have to be disclosed in the Official Statement under Rule 3E-400. 003, Rules of Government Securities, promulgated under Section 517.051 (1), Florida Statutes. (r) If between the date hereof and the date of the Closing, or between the date of the Closing and the "end of the underwriting period" as defined in (s) below, any event shall occur which would or might cause the information contained in the Official Statement, as then supplemented or amended, to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the City shall notify the Underwriters thereof, and if in the reasonable opinion of the Underwriters such event requires the preparation and publication of a supplement or amendment to the Official Statement, the City will cooperate with the Underwriters in supplementing or amending the Official Statement (the printing of which will be the expense of the City) in such form and manner and at such time or times as may be reasonably called for by the Underwriters. (s) The City agrees that after the Closing and during the period ended on the earlier of (A) ninety (90) days after the "end of the underwriting period", hereinafter described or (B) the time when the Official Statement is available from a Nationally Recognized Municipal Securities Information Repository ("NRMSIR") (but in no event less than 25 days following the end of the underwriting period) (i) the City will not adopt any amendment of or supplement to the Official Statement to which, after having been furnished a copy prior to any proposed adoption, the Managing Underwriter shall object in writing or which shall be disapproved by counsel for the Underwriters and (ii) if any event relating to or affecting the City or the Series 1996A Bonds shall occur as a result of which it is necessary, in the opinion of the City, the Managing Underwriter or Underwriters' Counsel, to amend or supplement the Official Statement in order to make the Official Statement not misleading in light of the circumstances existing at the time it is delivered to a purchaser, the City shall, at its expense, forthwith prepare and furnish to the Managing Underwriter a reasonable number of copies of an amendment of or supplement to the Official Statement (in form and substance satisfactory to the City and the Underwriters) which will amend or supplement the Official Statement so that it will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light circumstances existing at the time the Official Statement is delivered to a purchaser, not misleading. The City will promptly notify the Managing Underwriter of the occurrence of any event which, in the City's opinion, is an event described in clause (ii) of the preceding sentence. For purposes of the foregoing, the term "end of the underwriting period" means the date of Closing or the date on which the Underwriters do not retain, directly or as a member of an MIA:23664:1 7 underwriting syndicate, an unsold balance of the Series 1996A Bonds for sale to the public, which date shall be no later than ninety (90) days after the date of Closing. The Underwriters will promptly notify the City in writing of the end of the underwriting period. (t) The City will undertake, pursuant to the Bond Resolution and the Continuing Disclosure Commitment, to provide annual reports and notices of certain events. A description of this undertaking is set forth in the Preliminary Official Statement and will also be set forth in the final Official Statement. ARTICLE III AGREEMENT TO PURCHASE SERIES 1996A BONDS SECTION 3.1. Deliverv of Documents to Underwriters. Prior to or simultaneously with the execution and delivery of this Bond Purchase Agreement, the Underwriters shall have delivered the Underwriters' Truth-in-Bonding and Disclosure Statement required by law, as set forth in Exhibit E. As soon as practicable after the date hereof, and in any event, within seven days of the date hereof, as required by paragraph (b) (3) of Rule 15(c)2-12 of the Securities and Exchange Commission ("SEC") or the rules of the Municipal Securities Rulemaking Board ("MSRB"), the City shall deliver or cause to be delivered to the Managing Underwriter copies of the Official Statement, dated the date hereof, relating to the Series 1996A Bonds, in sufficient quantities to allow the Underwriters to comply with paragraph (b) (4) of Rule 15(c)2-12 of the SEC and the rules of the MSRB, in substantially the form of the Preliminary Official Statement with only such changes therein as shall have been approved by the City and the Managing Underwriter. References to the Official Statement shall include the cover page and all exhibits, appendices, reports and statements included with or attached to it and any amendments and supplements that may be authorized by the City and to which the Managing Underwriter does not reasonably object, and any amendments and supplements which may be reasonably required by the Managing Underwriter for use with respect to the Series 1996A Bonds. The Official Statement shall be executed on behalf of the City by duly authorized officers thereof. The City approves the Preliminary Official Statement, and consents to the use of the Preliminary Official Statement and the Official Statement and the information contained therein by the Underwriters. The City deems final the Preliminary Official Statement, as of its date, for purposes of Rule 15(c) (2)-12, with certain omissions therein in connection with the pricing of the Series 1996A Bonds. SECTION 3.2. Agreement to Sell and Purchase Series 1996A Bonds. The Series 1996A Bonds shall have the terms specified in the Official Statement, including maturities, amounts, interest rates, prices or yields and redemption provisions, and such terms as are required to be set forth herein by the Bond Resolution, all as described on Exhibit A annexed hereto. Upon the basis of the representations and upon the terms and conditions set forth in this Bond Purchase Agreement, the Underwriters agree to purchase, and the City agrees to issue, sell and deliver to the Underwriters, all (but not less than all) of Series 1996A MIA:23664:1 8 Bonds for the aggregate purchase price of $10,656,065.74 (representing the $10,795,000 original principal amount of the Series 1996A Bonds, less $54,411.90 of original issue discount and less $84,522.36 of Underwriter's discount) plus accrued interest through the day immediately preceding the Closing Date on the Series 1996A Bonds (the "Purchase Price"). Payment of the Purchase Price shall be made by the Underwriters to the order of the City at the Closing Time in Federal or other immediately available funds. One fully registered Series 1996 Bond for each maturity, duly executed and authenticated, shall be delivered to or upon the order of the Underwriters, together with the other documents hereinafter mentioned, and subject to the terms and conditions hereof, the Underwriters will accept such delivery and pay the Purchase Price. The Series 1996A Bonds shall be registered in the name of Cede & Co., or in such other names and in such authorized denominations as the Underwriters shall reasonably specify in writing at least three (3) business days prior to the Closing Date. The Series 1996A Bonds shall be available for examination and packaging at the office of The Depository Trust Company, New York, New York by the Underwriters at least one (1) business day prior to the Closing Date. SECTION 3.3. Public Offerinq of Series 1996A Bonds. The Underwriters agree to make a bona fide public offering of the Series 1996A Bonds, solely pursuant to the Official Statement, at the initial offering prices set forth in the Official Statement, reserving, however, the rights to (i) change such initial offering prices as the Managing Underwriter shall deem necessary in connection with the marketing of the Series 1996A Bonds and (ii) offer and sell the Series 1996A Bonds to certain dealers (including dealers depositing the Series 1996A Bonds into investment trusts) at concessions to be determined by the Managing Underwriter. The Underwriters also reserve the right to over-allot or effect transactions that stabilize or maintain the market prices of the Series 1996A Bonds at levels above that which might otherwise prevail in the open market and to discontinue such stabilizing, if commenced, at any time. SECTION 3.4. Good Faith Check. The City hereby acknowledges receipt of a corporate check payable to the City in an amount equal to $215,900 (the "Good Faith Check") as security for the performance by the Underwriters of their obligation to accept and pay for the Series 1996A Bonds at the Closing in accordance with the provisions of this Bond Purchase Agreement. The City shall retain the check, uncashed, except under the circumstances hereinafter set forth. In the event the City fails to deliver the Series 1996A Bonds at the Closing, or if City shall be unable to satisfy the conditions to the obligations of the Underwriters contained in this Bond Purchase Agreement or if such obligations shall be terminated for any reason permitted by this Bond Purchase Agreement, the City shall be obligated to immediately return the uncashed Good Faith Check to the Underwriters. In the event the Underwriters accept and pay for the Series 1996A Bonds at Closing, the uncashed Good Faith Check shall be returned to the Underwriters at Closing. In the event the Underwriters fail (other than for a reason permitted under this Bond Purchase Agreement) to accept and pay for the Series 1996A Bonds at Closing, the Good Faith Check may be cashed and the proceeds thereof shall be retained by the City as and for full liquidated damages for such failure, and not as a penalty, and for any and all defaults hereunder on the part of the Underwriters, and thereupon, all claims and rights hereunder against the Underwriters shall be fully released and discharged, it being MIA:23664:1 9 understood by the City and the Underwriters that actual damages in such circumstances may be difficult or impossible to compute. ARTICLE IV CLOSING CONDITIONS SECTION 4.1. Performance of Obliaations. The obligations and agreements of the Underwriters under this Bond Purchase Agreement are expressly made subject to the due performance by the City at or prior to the Closing Time of its respective obligations and undertakings pursuant to this Bond Purchase Agreement. SECTION 4.2. Delivery of Closing Paoers. The obligations and agreements of the Underwriters under this Bond Purchase Agreement are expressly made subject to the condition that, at or prior to the Closing Time, there shall have been delivered to the Underwriters each of the following which the City agrees to do: (a) Basic Documents; Miscellaneous Documents: (i) One executed copy of each of the Basic Documents, in the respective forms thereof delivered to the Underwriters pursuant to Section 3.1 of this Bond Purchase Agreement, which documents shall be in full force and effect, with only such revisions therein or additions thereto as shall have been required to incorporate terms specified in this Bond Purchase Agreement or as shall be satisfactory to the Managing Underwriter. (ii) Ten executed copies of the Official Statement and Appendices included therein. (b) Closina Papers to be Furnished bv the City: (i) appropriate adopted and One copy of City official approved. the Bond Resolution certified by the to be true and correct copies thereof as (ii) One fully executed Mayor's Certificate. (iii) One executed copy of a certificate of an Authorized Party on behalf of the City, dated the Closing Date, (A) confirming that each of the representations of the City contained in Section 2.1 of this Bond Purchase Agreement was true and accurate in all material respects on the date when made, has been true and accurate in all material respects at all times since, and continues to be true and accurate in all material respects on the Closing Date as if such representations were made on the Closing Date, (B) stating that there has been no material adverse change in the business or financial condition of the City or the parking System from that shown in the Financial Statements, (C) stating that to its best knowledge no event affecting the City has occurred since the date of the Preliminary Official Statement which should be disclosed in the Official Statement for the purpose for which it is used or which it MIA:23664:1 10 MIA:23664:1 is necessary to disclose therein in order to make the statements and information therein not misleading in any material respect as of the Closing Date; and (D) certifying that the Bond Resolution has not been supplemented, modified, amended or repealed. (iv) One executed original of a customary incumbency and no-litigation certificate, in form prepared by and reasonably acceptable to Bond Counsel, the City Attorney and Underwriters I Counsel, dated the Closing Date and signed by an authorized member of the City's Governing Body. (v) One executed copy of the Arbitrage Certificate, in form satisfactory to Bond Counsel, dated the Closing Date, signed by an Authorized Party on behalf of the City. (vi) One executed copy of the final approving opinion of Bond Counsel, in substantially the form contained in an Appendix to the Official Statement, and one executed copy of the supplemental legal opinion of Bond Counsel, dated the Closing Date, in the form as set forth in Exhibit B hereto. (vii) One executed copy of the opinion of the City Attorney in the form as set forth in Exhibit C hereto. (viii) One executed copy of the opinion of Underwriters I Counsel in the form as set forth in the attached Exhibit D. (ix) One executed copy of a customary authorization and incumbency certificate, and a standard closing certificate, both dated the Closing Date, signed by authorized officers of the Bond Registrar and paying Agent and the Escrow Agent, together with a standard opinion of counsel to the effect that the obligations undertaken by the Bond Registrar and Paying Agent and the Escrow Agent in connection with the Series 1996A Bonds are legal, valid and binding obligations of such parties, all in form and substance satisfactory to the Underwriters. (x) A certified copy of the Insurance Policy accompanied by a certificate of, or opinion of counsel to, the Insurer to the effect that the information relating to the Insurer appearing under the caption "MUNICIPAL BOND INSURANCE" in the Official Statement does not contain any untrue statement of a material fact or omit to state a material fact required in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (xi) One executed copy of a certificate from the Insurer to the effect that it is not currently in default, nor has it been in default at any time with respect to the payment of the principal of, or interest on, any obligation guaranteed by the Insurer and the opinion of counsel to the Insurer to the effect that (A) the Insurer is duly incorporated and validly existing under the laws of the 11 State of New York and is licensed and authorized to issue the Insurance Policy under the laws of the State of New York and the State of Florida; and (B) the Insurance Policy have been duly executed and are valid and binding obligations of the Insurer enforceable in accordance with their terms. (xii) the Series Standard & Letters of confirmation with respect to the ratings of 1996A Bonds from Moody's Investors Service, Inc. and Poor's Ratings Group of "Aaa" and "AAA", respectively. (xiii) One executed copy of a letter from the Certified Public Accountant consenting to the references to it in the Official Statement and inclusion of the Financial Statements and its report thereon as Appendix B to the Official Statement. (xiv) One executed copy of a certificate of the City's Interim Director of the Parking System to the effect that the information contained in the Official Statement under the caption "THE PARKING SYSTEM" is accurate and does not omit to state a material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. (xvi) One executed copy of the Letter of Representation to The Depository Trust Company relating to the Series 1996A Bonds. (d) Other Assurances: Such additional opinions, certificates, proceedings, instruments and other documents as the Underwriters, Underwriters' Counselor Bond Counsel may reasonably request to verify or evidence (i) compliance by the Parties with applicable legal requirements, (ii) the truth and accuracy of the representations or opinions of the Parties contained in this Bond Purchase Agreement or in any Closing Paper, or (iii) the due performance of all agreements and the satisfaction of all conditions required to be performed or satisfied at or prior to the Closing Time. SECTION 4.3. Form of Closing Paoers: Waiver of Conditions. The Closing Papers to be delivered to the Underwriters pursuant to this Bond Purchase Agreement shall be deemed to be in compliance with the conditions of this Bond Purchase Agreement if, but only if, in the reasonable judgment of the Underwriters, they are satisfactory in form and substance. The legal opinions and certificates described in Section 4.2 shall be addressed to the Underwriters or a reliance letter with respect thereto shall be addressed to the Underwriters. No condition hereof shall be deemed to have been waived by the Underwriters unless expressed specifically in a writing signed by the Underwriters. ARTICLE V TERMINATION: PAYMENT OF EXPENSES SECTION 5.1. Termination. This Bond Purchase Agreement may be terminated by the Underwriters without liability on the part of the Underwriters, if, at or prior to the Closing Time: MIA:23664:1 12 (a) The Bond Resolution, the Mayor's Certificate or this Bond Purchase Agreement shall not be in full force and effect or shall have been supplemented, modified, amended or repealed, without the prior written consent of the Underwriters. (b) Any representation of the City contained in this Bond Purchase Agreement or in any Closing Paper shall prove to be or to have been false in any material respect; (c) conditions Agreement; There shall be a material failure of anyone or more of the set forth in Sections 4.1, 4.2 or 4.3 of this Bond Purchase (d) Litigation or an administrative proceeding or investigation shall be pending or threatened affecting, contesting, questioning or seeking to restrain or enjoin (i) the powers or the valid existence of the City or the titles of its officers to their respective offices or (ii) contesting the validity or effecting the enforceability of the Series 1996A Bonds, the Bond Resolution, the Mayor's Certificate, or the Basic Documents or contesting the power or the City to execute and deliver such documents or to consummate the transactions contemplated therein or in the Official Statement or apply the proceeds of the Series 1996A Bonds as contemplated therein, or (iii) contesting in any way the completeness or accuracy of the Official Statement, or (iv) wherein an unfavorable decision, ruling or finding would, in the judgment of the Underwriters, materially and adversely affect the validity or enforceability of the Series 1996A Bonds, the Bond Resolution, the Mayor's Certificate or the Basic Documents; (e) Any legislative, executive or regulatory action or any court decision shall occur which, in the reasonable judgment of the Underwriters, casts sufficient doubt on the legality of, or the excludability from gross income for Federal income tax purposes of interest on, obligations of the general kind and character as the Series 1996A Bonds so as to impair materially the marketability, or to reduce materially the market price of, such obligations or otherwise materially impairs the marketability, or materially reduces the market price of, such obligations; (f) Any action by or on behalf of the Securities and Exchange Commission or a court shall occur which would require registration of any Series 1996A Bonds under the Securities Act of 1933, as amended, or the qualification of the Bond Resolution under the Trust Indenture Act of 1939, as amended; (g) Any material restriction not presently in force securities generally, or any banking moratorium shall occur, judgment of the Managing Underwriter, substantially marketability of the Series 1996A Bonds; on trading in which, in the impairs the (h) The outbreak or escalation of war or hostilities involving the united States or any national or international calamity or crisis, MIA:23664:1 13 financial or otherwise, including a general suspension of trading on any national securities exchange, which shall occur, if the effect of any such event, in the judgment of the Managing Underwriter, materially and adversely affects the public offering or the delivery of the Series 1996A Bonds; (i) There shall occur any adverse change in the operations, properties or financial condition of the City from that described in the Official Statement, which, in the reasonable judgment of the Underwriters, is material and makes it inadvisable to proceed with the sale of the Series 1996A Bonds; (j) Any event or condition shall exist or occur which, in the judgment of the Underwriters, renders untrue or incorrect, in any material respect as of the time to which the same purports to relate, the information contained in the Official Statement or which requires that information not reflected therein be included therein in order to make the statements and information contained therein not misleading in any material respect as of such time; or (k) Any national securities exchange, or any governmental authority shall impose, as to the Series 1996A Bonds, any material restrictions not now in force, with respect to the extension of credit by, or the charge to the net capital requirements of, the Underwriters. SECTION 5.2. Payment of Exoenses. The following costs and expenses relating to the transactions contemplated or described in this Bond Purchase Agreement shall be borne and paid by the City regardless of whether the transactions herein contemplated shall close: printing of Series 1996A Bonds; printing or photostating of Closing Papers (including the Preliminary Official Statement and the Official Statement) in such reasonable quantities as the Underwriters may request; fees and disbursements of Bond Counsel; fees and disbursements of the City's Financial Advisor, the Certified Public Accountant, the Feasibility Consultant, the Bond Registrar and Paying Agent, the Escrow Agent, and the premium for the Insurance Policy; fees and disbursements of the Insurer; and fees of the rating agencies. The City shall reimburse the Underwriters for the fees and disbursements of Underwriter's counsel. The Underwriters shall pay (i) all advertising expenses in connection with the public offering of the Series 1996A Bonds; and (ii) all other expenses incurred by them in connection with their public offering and distribution of the Series 1996A Bonds. Except as otherwise provided above, the City and the Underwriters shall each bear the costs and expenses incident to the performance of their respective obligations under this Bond Purchase Agreement. ARTICLE VI MISCELLANEOUS SECTION 6.1. Purchase Agreement Parties In Interest: Survival of Reoresentations. This Bond is made solely for the benefit of the City and the MIA:23664:1 14 Underwriters, and no other person, partnership, association or corporation, including but not limited to owners of the Series 1996A Bonds or beneficial interests therein, shall acquire or have any rights hereunder or by virtue hereof. All representations and agreements in this Bond Purchase Agreement shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Party and shall survive the delivery of and payment for the Series 1996A Bonds. SECTION 6.2. Notices. All notices, demands, certificates or other communications (other than the Closing Papers) under this Bond Purchase Agreement shall be sufficiently given and shall be deemed given when hand delivered or when mailed by certified or registered mail, postage prepaid, or by prepaid telegram, or by electronic communications with the original forwarded by certified or registered mail, postage prepaid, with proper address as indicated below: To the City: Ci ty of Miami Beach 1700 Convention Center Drive Miami Beach, Florida 33139 Attention: Finance Director cc: City Attorney To the Underwriters: Goldman, Sachs & Co. 85 Broad Street, 24th Floor New York, New York 10004 Attention: Michael J. Brabant SECTION 6.3. Amendment. No modification, alteration or amendment to this Bond Purchase Agreement shall be binding upon any Party until such modification, alteration or amendment is reduced to writing and executed by all Parties. SECTION 6.4. Governina Law. The laws of the State of Florida shall govern this Bond Purchase Agreement. SECTION 6.5. Caotions. Agreement are for convenience scope or intent of any of the The captions or headings in this Bond Purchase only and in no way define, limit or describe the provisions of this Bond Purchase Agreement. SECTION 6.6. Counteroarts. This Bond Purchase Agreement may be signed in any number of counterparts with the same effect as if the signatures thereto and hereto were upon the same instrument SECTION 6.7. Severabilitv. If any provisions of this Bond Purchase Agreement shall be held or deemed to be or shall, in fact, be inoperative or unenforceable as applied in any particular case in any jurisdiction or jurisdictions or in all jurisdictions, or in all cases because it conflicts with any other provision or provisions hereof or any constitution or statute or rule of public policy, or for any other reason, such circumstance 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 invalid, inoperative, or unenforceable to any extent whatever. The invalidity of anyone or more phrases, sentences, clauses or sections in this Bond Purchase Agreement contained, shall not affect the remaining portions of this Bond Purchase Agreement, or any part thereof. MIA:23664:1 15 FEB-29-96 16,15 FROM,RUOEN McCLOSKY MIAMI 10,789270021 PAGE 2 SECTION 6.8. Bights of Manaai na Underwriter _ The Managing Underwriter, on behalf of the Underwr:i.ters, being duly authorized so to do, shall have the power to enter into this Bond Purchase Agreement, to consent to any amendments hereto, to agree to the interpretation of the provisions hereof and to waive any preconditions to Closing hereunder- SECTION 6.9. Purchase Agreement delivery- Effective Time of this Bond Purchase Ag-reemRnt. This Sond shall be effective and binding upon its execution and IN WITNESS WHEREOF, the parties hereto have executed this Bond Purchase Agreement as of the day and year set forth beneath each signature. Attest: {<.O~~ ~~ Robert Parcher CitY Clerk The undATwriters: GOLDMAN, SACHS & CO. on behalf of itself and the Underwriters. I By ~~/k. , Oate MIa,23664:1 J.6 EXHIBIT A MATURITIES, AMOUNTS, INTEREST RATES, PRICES AND YIELDS Maturity Interest (September 1) ~ Rate Yield Price 1996 $ 510,000 3.150% 3.150% 100.000 1997 615,000 3.400 3.400 100.000 1998 640,000 3.700 3.700 100.000 1999 660,000 3.800 3.850 99.838 2000 685,000 4.000 4.000 100.000 2001 715,000 4.100 4.200 99.515 2002 740,000 4.250 4.350 99.440 2003 775,000 4.400 4.500 99.370 2004 810,000 4.500 4.600 99.304 2005 850,000 4.600 4.700 99.241 2006 880,000 4.700 4.800 99.183 2007 925,000 4.800 4.900 99.128 2008 975,000 4.800 4.950 98.615 2009 1,015,000 5.000 5.000 100.000 REDEMPTION PROVISIONS The Series I996A Bonds are not redeemable prior to their stated dates of maturity. MIA:23664:1 A-I EXHIBIT B [Closing Date] Goldman, Sachs & Co. As Representative of the Underwriters New York, New York Re: $10,795,000 City of Miami Beach, Florida Parking Revenue Refunding Bonds, Series 1996A Ladies and Gentlemen: We have acted as Bond Counsel in connection with the issuance of the above- captioned bonds (the "Series 1996A Bonds") and related transactions. This opinion is furnished pursuant to the Bond Purchase Agreement dated March 1, 1996 (the "Purchase Agreement") among City of Miami Beach, Florida (the "City") and Goldman, Sachs & Co., paineWebber Incorporated, Smith Barney Inc. and William R. Hough & Co. (collectively, the "Underwriters"). All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Purchase Agreement. We have examined such documents and instruments as deemed necessary to render the requested opinion. It is our opinion that: 1 . The Basic Documents and the Official Statement have been duly authorized, executed and delivered on behalf of the City. The Basic Documents constitute legal, valid and enforceable agreements of the City in accordance with their terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, moratorium or other laws affecting creditors' right generally and by the availability of equitable remedies. 2. The City has duly approved the distribution by the Underwriters of the Preliminary Official Statement. The City has duly executed and delivered the Official Statement in accordance with the terms of the Purchase Agreement, and the City has authorized the distribution of the Official Statement and the use thereof by the Underwriters in connection with the public offering of the Series 1996A Bonds in accordance with the terms of the Purchase Agreement. 3. The Series 1996A Bonds and the Bond Resolution conform in form and tenor with the terms and provisions thereof set out in the Official Statement. 4. The information (other than any financial and statistical data contained in the Official Statement as to which no opinion is expressed) set forth in the Official Statement under the headings "INTRODUCTION", "PURPOSE OF THE SERIES 1996A BONDS", "THE SERIES 1996A BONDS" (other than the information under the subheading "Book-Entry Only System", as to which no opinion is MIA:23664:1 B-1 Goldman, Sachs & Co. , 1996 Page 2 expressed), "SECURITY FOR THE SERIES 1996A BONDS", "TAX EXEMPTION", "ORIGINAL ISSUE DISCOUNT" and "CONTINUING DISCLOSURE" and "APPENDIX C THE BOND RESOLUTION" and "APPENDIX D - CONTINUING DISCLOSURE COMMITMENT," insofar as such statements constitute summaries of the Bond Resolution, the Series 1996A Bonds, the Continuing Disclosure Commitment and the Constitution and laws of the State of Florida or the United States of America, constitute fair summaries of such documents and said Constitution and laws. 5. The Series 1996A Bonds are not subject to the registration requirements of the Securities Act of 1933, as amended, and the Bond Resolution is exempt from qualification under the Trust Indenture Act of 1939, as amended. 6. The $12,000,000 City of Miami Beach, Florida Parking Revenue Bonds, Series 1988, have been defeased and are deemed paid. This opinion is supplemental to our approving opinion dated as of even date herewith with respect to the Series 1996A Bonds. You are authorized to rely upon such approving opinion as if such opinion were addressed to you. Respectfully submitted, SQUIRE, SANDERS & DEMPSEY MIA: 23664: 1 B-2 EXHIBIT C [Closing Date] City of Miami Beach, Florida Miami Beach, Florida Goldman, Sachs & Co. As Representative of the Underwriters New York, New York Financial Security Assurance Inc. New York, New York Re: $10,795,000 City of Miami Beach, Florida Parking Revenue Refunding Bonds, Series 1996A Ladies and Gentlemen: I am the City Attorney for the City of Miami Beach, Florida and have served in such capacity in connection with the issuance of the above-captioned bonds (the "Bonds") and related transactions. This opinion is furnished pursuant to the Bond Purchase Agreement dated March 1, 1996 (the "Purchase Agreement") among City of Miami Beach, Florida the "City"), Goldman, Sachs & Co., paineWebber Incorporated, Smith Barney Inc. and William R. Hough & Co. (collectively, the "Underwriters"). All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Purchase Agreement. I have reviewed such documents and instruments as I deemed necessary to render the requested opinion. Based upon examination of such documents and matters of law as I have determined relevant for the purposes of rendering this opinion, and subject to the reservations set forth herein, I am of the opinion that: 1. The City is a political subdivision of the State of Florida, duly organized and validly existing under the constitution and laws of the State of Florida. 2. The City is authorized by the laws of the State of Florida to execute and deliver the Bonds, the Basic Documents and the Official Statement and to perform its obligations thereunder or as described therein. 3. The Bond Resolution has been duly adopted and the execution and delivery by the City of the Bonds, the Basic Documents and the Official MIA:23664:1 C-1 City of Miami Beach, Florida Goldman, Sachs & Co. Financial Security Assurance Inc. , 1996 Page 2 Statement, and the performance of its obligations thereunder or as described therein, for and in the name of the City, have been duly authorized by the City. 4. The City has duly authorized the distribution of the Preliminary Official Statement by the Underwriters, has duly approved and executed the Official Statement and has duly authorized the distribution thereof by the Underwriters in connection with the public offering of the Bonds. 5. The Bonds and the Basic Documents have been duly authorized, executed and delivered by the City and constitute valid and legally binding obligations of the City enforceable against the City in accordance with their respective terms. 6. To the best of my knowledge, no authorization, approval, consent, license or other action of any court or public or governmental or regulatory authority having jurisdiction over the City that has not been obtained is or will be required for the issuance and sale of the Bonds or the valid and lawful authorization, execution and delivery of, or consummation by the City of the other transactions contemplated by, the Basic Documents and the Official Statement; however, no opinion is given regarding compliance with the registration requirements of state and federal securities laws. 7. The adoption by the City of the Bond Resolution and the execution and delivery by the City of the Bonds, the Basic Documents and the Official Statement and compliance on the City's part with the provisions contained or described therein, will not conflict with, violate or constitute a breach of or a default under (a) any existing law, court or administrative regulation, order or decree, or (b) any commitment, mortgage, lease, indenture, agreement, contract or instrument to which the City is a party or by which it or any of its properties is bound. 8. There is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, governmental agency, public board or body pending and with regard to which the City has received service of process or, to my actual knowledge, threatened against the City affecting, contesting, questioning or seeking to restrain or enjoin any of the following: (i) the powers or the valid existence of the City or the titles of its officers to their respective offices, or (ii) any of the proceedings had or actions taken leading up to the sale, issuance and delivery of the Series 1996A Bonds or the execution, delivery or performance of the Purchase Agreement; or (iii) the delivery, validity or enforceability of the Bonds or the Basic Documents or contesting the power of the City to execute and deliver such documents (to the extent MIA:23664:1 C-2 City of Miami Beach, Florida Goldman, Sachs & Co. Financial Security Assurance Inc. , 1996 Page 3 applicable) or to consummate the transactions contemplated therein or in the Official Statement, or (iv) contesting in any way the completeness or accuracy of the Official Statement, or (v) wherein an unfavorable decision, ruling or finding would materially and adversely affect the validity or enforceability of the Bonds, the Bond Resolution or the Basic Documents; or (vi) which would have a material adverse effect upon the financial condition or the operations of the Parking System or the City. 9. Without having undertaken to determine independently the accuracy or completeness of the information in the Official Statement, the statements and information relating to the City, the Basic Documents and the Bonds, including the application of the proceeds thereof, set forth in the Official Statement (except for the financial statements and other financial and statistical data included therein, the information contained in the sections entitled "UNDERWRITING" and "MUNICIPAL BOND INSURANCE" or the price of and yield on the Series 1996A Bonds appearing on the cover page, as to which no opinion is expressed) did not on the date of the Official Statement, and do not on the date hereof, contain any untrue statement of material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. All opinions as to the enforceability of the legal obligations of the City set forth herein are subject to and limited by bankruptcy, insolvency, reorganization, moratorium, and similar laws in each case relating to or affecting the enforcement of creditors' rights generally, and subject to the enforceability thereof, to the exercise of judicial discretion in accordance with the general principles of equity. Very truly yours, Murray H. Dubbin, Esquire Miami Beach City Attorney MIA:23664:1 C-3 EXHIBIT D [Closing Date] Goldman, Sachs & Co. As Representative of the Underwriters New York, New York Re: $10,795,000 City of Miami Beach, Florida Parking Revenue Refunding Bonds, Series 1996A Ladies and Gentlemen: We have acted as co-counsel to the Underwriters in connection with the purchase by Goldman, Sachs & Co. and paineWebber Incorporated, Smith Barney Inc. and William R. Hough & Co. (the "Underwriters") of the above-captioned bonds (the "Series 1996A Bonds") pursuant to the Bond Purchase Agreement dated March 1, 1996 (the "Purchase Agreement") between the Underwriters and the City of Miami Beach, Florida. In that capacity, we hereby deliver the following opinions. Capitalized terms not defined herein shall have the meanings ascribed to them in the Purchase Agreement. We are of the opinion that the Series 1996A Bonds constitute exempt securities within the meaning of Section 3(a) (2) of the Securities Act of 1933, as amended (the "1933 Act"), and it is not necessary in connection with the sale of the Series 1996A Bonds to the public to register the Series 1996A Bonds under the 1933 Act, or to qualify the Bond Resolution under the Trust Indenture Act of 1939, as amended. In our capacity as co-counsel to the Underwriters, we participated in the preparation of the Official Statement dated March 1, 1996 (the "Official Statement") relating to the Series 1996A Bonds. Although we do not express an opinion, and do not assume responsibility for, the accuracy, completeness or fairness of the statements contained in the Official Statement, based upon the information made available to us as co-counsel for the Underwriters in the course of our participation in the preparation of the Official Statement, and without having undertaken to determine independently the accuracy, completeness or fairness of the statements contained in the Official Statement, nothing has come to our attention that would cause us to believe that the Official Statement (except for the information under the caption "THE SERIES 1996A BONDS Book-Entry Only System" and the statistical and financial data included in the Official Statement, as to which no opinion is expressed), as of its date, or as of the date hereof, contained or contains any untrue statement of material fact or omitted or omits to state a material fact required to be stated therein or MIA:23664:1 D-l Goldman Sachs & Co. , 1996 Page 2 necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading. This opinion may be relied upon solely by you. Respectfully submitted, RUDEN, McCLOSKY, SMITH, SCHUSTER & RUSSELL, P.A. DENNIS SCHOLL, P.A. MIA:23664:1 D-2 EXHIBIT E UNDERWRITERS' TRUTH-IN-BONDING AND DISCLOSURE STATEMENT March 1, 1996 City of Miami Beach, Florida Miami Beach, Florida Re: $10,795,000 City of Miami Beach, Florida Parking Revenue Refunding Bonds, Series 1996A The City of Miami Beach, Florida (the "City") is proposing to issue its $10,795,000 Parking Revenue Refunding Bonds, Series 1996A (the "Series 1996A Bonds") for the purposes described in the Official Statement. The Bonds are expected to be repaid over a period of approximately 14 years. At a forecasted true interest rate of 4.773196%, total interest paid over the life of the Bonds will be $3,827,365. The source of repayment for the Bonds is the Pledged Revenues from the City's operation of its Parking System. Authorizing the Bonds will result in a maximum of approximately $1,072,550 of the City's Pledged Revenues not being available to finance the other services of the City each fiscal year for approximately 14 years. In addition, pursuant to the provisions of Sections 218.385(4), Florida Statutes, the following disclosure is made: (a) The nature and estimated amounts of expenses to be incurred by Goldman, Sachs & Co., paineWebber Incorporated, Smith Barney Inc. and William R. Hough & Co. (collectively, the "Underwriters") in connection with the purchase and re-offering of the Bonds are set forth in Exhibit A attached hereto. (b) No person has entered into an understanding with the Underwriters, or to the knowledge of the Underwriters with the City, for any paid or promised compensation or valuable consideration, directly or indirectly, expressly or implied, to act solely as an intermediary between the City and the Underwriters for the purpose of influencing any transaction in the purchase of the Bonds. (c) The underwriting spread (i.e., the difference between the price at which the Bonds will be initially offered to the public by the Underwriters and MIA:23664:1 E-1 FEB-2S-SS lS,15 FROM,RUDEN McCLOSKY MIAMI ID,78S27li:1.a PAGE ~ City of Miami Beach, Florida , 1996 Page 2 the price to be paid to the Ciey for the Bonds, exclusive of accrued interest in both cases) will be $84,522.36 or 0.783% of the principal amount of the Bonds. (d) The underwriting spread set forth in paragraph (c) above, includes a management fee of $10,795 ($1.00/$1,000 of Bonds) and a takedown/concession of $49,725 ($4.G~/$~,OOO of aonds). (e) No other fee, bonus or other compensation is estimaeed to be paid 1;)y the underwriters in connection with the issuance of the Bonds to any person not regularly employed or retained 1;)y the Underwriters (including any "finderH as defined in Section 218.386 (1) (a), Florida Seatuees), excepe as specifically enumerated as expenses to be incurred by the Underwriters as set forth in Exhibit A. (f) The name and address of each of the UnderwriterD is: Goldman, Sachs & Co. 85 Broad Street, 24th Floor New York, New York 10004 ~aineWebber Incorporated one International Place, Suite 1600 Miami, Florida 33131 Smith Barney Inc. 390 Greenwich Streee, 2nd Floor New York, New York 10013 William R. Hough & Co. 100 2nd Avenue South, Suite 800 St. Petersburg, Florida 33701 We understand that you do not require any further disclosure from the underwriters pursuant to Section 218.385(4), Florida Statutes. Very truly yours, GOLDMAN, SACHS & CO., as Representative of ehe underwriters ~,~/w Mll,;UH4.l E-2 Schedule A $10,795,000 City of Miami Beach, Florida Parking Revenue Refunding Bonds, Series 1996A Underwriters' Expenses Computer Time Courier Service and Overnight Mail CUSIP Dalcomp Dalnet DTC Day Loan Fed Funds Miscellaneous PSA Fee Teleconference and Telephone Travel Total Estimated Expenses (1) Totals may not add due to rounding. MIA:23664:1 S Amount S Per Bond(l) 2,500.00 1,250.00 176.00 215.90' 195.00 384.50 295.75 1,700.58 2,814.65 323.85 1,925.44 12.220.68 0.23 0.12 0.02 0.02 0.02 0.04 0.03 0.16 0.26 0.03 0.18 1.......U. 24,002.36 2.22 Schedule A-I MAYOR'S CERTIFICATE I, SEYMOUR GELBER, Mayor of the City of Miami Beach, Florida (the "City"), DO HEREBY CERTIFY that: 1. Pursuant to Resolution No. 96-21898, adopted February 20, 1996 (the "Resolution"), the City Commission (the "Commission") of the City authorized the issuance of the City's Parking Revenue Refunding Bonds, Series 1996A in an aggregate principal amount not to exceed $12,000,000 (the "Series 1996A Bonds") for the purposes set forth in the Resolution, set forth certain details with respect to the Series 1996A Bonds and delegated, subject to the limitations contained in the Resolution, certain matters, including the final award of the Series 1996A Bonds, to the Mayor, or in his absence or inability to perform, the Vice Mayor, in connection with the issuance of the Series 1996A Bonds and the refunding of the Prior Bonds, as evidenced by a Mayor's Certificate. 2. All terms used herein in capitalized form and not defined are as defined in the Resolution. 3. Pursuant to the authorization contained in the Resolution and the recommendations of the Financial Advisor, the Series 1996A Bonds are hereby directed to be issued by the City and awarded to the Underwriters upon compliance with the conditions contained in the Resolution and the Bond Purchase Agreement and payment of the purchase price thereof. 4. The Series 1996A Bonds shall be issued in the aggregate principal amount of $10,795,000, shall be dated as of March 1, 1996, shall be Current Interest Bonds, shall have Interest PaYment Dates of March 1 and September 1 of each year, commencing September 1, 1996, and shall consist of Serial Bonds maturing on September 1 of the years and bearing interest at the rates set forth in Schedule A attached hereto. 5. The Series 1996A Bonds shall not be subject to redemption prior to maturity. 6. The purchase price to be paid by the Underwriters to the City for the Series 1996A Bonds shall be $10,656,065.74 (consisting of $10,795,000 principal amount of Series 1996A Bonds less original issue discount of $54,411.90 and underwriting discount of $84,522.36) plus accrued interest from March 1, 1996. The purchase price of the Series 1996A Bonds shall be paid in the manner provided in the Bond Purchase Agreement at closing. The purchase price of the Series 1996A Bonds is 99.217% of the principal amount of the Series 1996A Bonds (not including original issue discount) . 7. The Mayor hereby determines, based upon the recommendations of the Financial Advisor, not to utilize the Series 1996A Reserve Policy in funding the Reserve Account Requirement with respect to the Series 1996A Bonds. 009: [04548.DOCS.MIA180203]MAYORS-CERTIF-2 8. In accordance with the provisions of the Prior Bonds Resolution, those Prior Bonds maturing after September 1, 1998 shall be called for optional redemption on September 1, 1998 at a redemption price of 102% plus accrued interest. Notice of redemption of such Prior Bonds shall be given in accordance with the requirements of the Prior Bonds Resolution and as provided in the Escrow Agreement. Moneys on deposit in the funds and accounts established under the Prior Bonds Resolution shall, on the date of delivery of the Series 1996A Bonds, be applied as follows: (a) Moneys on depos i t in the Revenue Fund, Renewal and Replacement Fund and Surplus Fund, each established under the Prior Bonds Resolution, shall be deposited in the Enterprise Fund; (b) Moneys on deposit in the Current Debt Service Account of the Debt Service Fund established under the Prior Bonds Resolution shall be deposited in the Bond Service Subaccount of the Debt Service Account; (c) Moneys on deposit in the Reserve Account of the Debt Service Fund established under the Prior Bonds Resolution shall be applied as follows: (i) $1,072,550.00 shall be deposited in the Reserve Account to satisfy the Reserve Account Requirement; (ii) $73,250.00 shall be deposited in the Escrow Deposit Trust Fund established under the Escrow Agreement; and (iii) the balance on deposit therein shall be deposited in the Series 1996A Cost of Issuance Account. After all costs relating to the issuance of the Series 1996A Bonds and the refunding of the Prior Bonds have been paid, any balance in the Series 1996A Cost of Issuance Account shall be transferred to the Bond Service Subaccount of the Debt Service Account. Notwithstanding the foregoing, the Finance Director may alter the application of the above moneys by certificate delivered concurrently with the delivery of the Series 1996A Bonds to the extent necessary to accomplish the purposes of the issuance of the Series 1996A Bonds. WITNESS MY HAND and the official seal of the City this 1st day of Ma:r.'ch, 1996. (SEAL) FORM APPROVED illy ~EPT. Date y; 40 Gelber, Mayor Miami Beach, Florida 009: [04548.00CS.MIA1802031MAYORS-CERTIF-2 SCHEDULE A Maturity Date Principal Interest ( September 1) Amount Rate 1996 $ 510,000 3.15% 1997 615,000 3.40 1998 640,000 3.70 1999 660,000 3.80 2000 685,000 4.00 2001 715,000 4.10 2002 740,000 4.25 2003 775,000 4.40 2004 810,000 4.50 2005 850,000 4.60 2006 880,000 4.70 2007 925,000 4.80 2008 975,000 4.80 2009 1,015,000 5.00 D09:[04548.DOCS.MIA180203]MAYORS-CERTIF-2 A-I INCUMBENCY AND SIGNATURE CERTIFICATE I, Robert Parcher, the undersigned City Clerk of the City of Miami Beach, Florida (the "City"), DO HEREBY CERTIFY as follows: 1. I am the qualified, duly appointed City Clerk of the City and as such am familiar with the books, resolutions, budget and records of the City. 2. The City is a duly incorporated municipal corporation of the State of Florida, and the following persons constitute the duly qualified, elected or appointed members of the City Commission for the periods indicated below: BEGINNING DATE OF ENDING DATE OF COMMISSIONER CURRENT TERM CURRENT TERM Seymour Gelber November 1995 November 1997 (Mayor) Neisen O. Kasdin November 1993 November 1997 (Vice Mayor) Sy Eisenberg November 1993 November 1997 Susan F. Gottlieb November 1995 November 1999 Nancy Liebman November 1993 November 1997 David T. pearlson November 1995 November 1999 Martin Shapiro November 1995 November 1999 3. The persons named below are, on the date hereof, the duly qualified officers of the City and the signatures appearing at the right of their respective names are the genuine signatures of said officers: Title Name - Mayor Seymour Gelber City Manager Jose Garcia-Pedrosa Finance Director Robert J. Nachlinger City Attorney Murray H. Dubbin City Clerk Robert Parcher 009: [04548. DOCS. MIA I 80203]CD-CERT-INCUMBENCY 4. All proceedings of the City Commission and of the City relating to the authorization, issuance and sale of $10,795,000 aggregate principal amount of the City of Miami Beach, Florida, Parking Revenue Refunding Bonds, Series 1996A (the "Series 1996A Bonds"), including the adoption of Resolution No. 96-21898, adopted on February 20, 1996, are, as of this date, in full force and effect as taken or adopted without any modification or change whatever. 5 . Seymour Gelber, Mayor, has caused each of the Series 1996A Bonds to be executed by his manual signature and said SeYmour Gelber was on the date his manual signature was affixed on the Series 1996A Bonds and is now the duly elected and qualified Mayor of the City. 6. The official seal of the City has been impressed on each of the Series 1996A Bonds; I have caused said seal to be attested to by my manual signature and I was on the date my manual signature was affixed on the Series 1996A Bonds and am now the duly qualified City Clerk of the City. 7. The seal which has been impressed on the Series 1996A Bonds and upon this Certificate is the legally adopted, proper and only seal of the City. IN WITNESS WHEREOF, I have hereunto set my hand and affixed hereto the corporate seal of the City this 19th day of March, 1996. CITY OF MIAMI BEACH, FLORIDA (S EAL) _~o ~~~ ROBERT PARCHER City Clerk 2 009: [04548. DOCS.MIAI80203]CD-CERT-INCUMBENCY NEW ISSUE - BOOK-ENTRY ONLY In the opinion of Bond Counsel, under existing law, (i) assuming continuing compliance by the City with certain covenants, interest on the Series 1996A Bonds is excluded from gross income for federal income tax purposes; (ii) interest on the Series 1996A Bonds is not treated as an item of tax preference for purposes of the alternative minimum tax imposed on individuals and corporations, but may be sub- ject to the corporate alternative minimum tax on a portion of such interest; and (iii) the Series 1996A Bonds and the income thereon are exempt from taxation under the laws of the State of Florida, except for estate taxes imposed by Chapter 198, Florida Statutes, as amended, and net income and franchise taxes imposed by Chapter 220, Florida Statutes, as amended, on interest, income or profits on debt obligations owned by "corporations", "banks" and "savings asso- ciations", as defined therein. For a more complete discussion of other tax consequences of ownership of the Series 1996A Bonds, see the discussion under the heading "Tax Exemption" herein. $10,795,000 CITY OF MIAMI BEACH, FLORIDA PARKING REVENUE REFUNDING BONDS, SERIES 1996A ::, Dated: Ma!ch 1, 1996 Due: September 1, as shown below '. The Series 1996A Bonds (the "Series 1996A Bonds") will be initially delivered in book-entry form, registered in the name of Cede & Co., as nominee of The Depository Trust Company. New York, New York, which will act as securities depository for the Series 1996A Bonds. Pur- chasers will not receive certificates representing their ownership interest in the Series 1996A Bonds purchased. Interest on the Series 1996A Bonds will accrue from the dated date and is payable semiannually on September 1, 1996 and each March 1 and September 1 thereafter. See "The Series 1996A Bonds -'Book-Entry Only System." The Series 1996A Bonds are being issued by the City for the purpose, together with other available monies, of (i) refunding the outstand- ing portion of the City's Parking Revenue Bonds, Series 1988, (ii) funding a deposit to the Reserve Account for the Series 1996A Bonds and (iii) paying the costs of issuing the Series 1996A Bonds, including a premium for municipal bond insurance. The Series 1996A Bonds are not subject to redemption by the City prior to maturity. The Series 1996A Bonds are payable from and secured by a first lien on and a pledge of the net revenues derived from the operation of the Parking System of the City. THE CITY IS NOT OBLIGATED TO PAY THE SERIES 1996A BONDS OR THE INTEREST THEREON EXCEPT FROM THE PLEDGED REVENUES AND NEITHER THE FAITH AND CREDIT NOR ANY PHYSICAL PROPERTIES OF THE CITY ARE PLEDGED TO THE PAY- MENT OF THE PRINCIPAL OF, REDEMPTION PREMIUM, IF ANY, OR INTEREST ON THE SERIES 1996A BONDS. THE ISSUANCE OF THE SERIES 1996A BONDS DOES NOT DIRECTLY OR INDIRECTLY OR CONTINGENTLY OBLIGATE THE CITY TO LEVY ANY FORM OF TAXATION WHATEVER THEREFOR OR TO MAKE ANY APPROPRIATION FOR THEIR PAYMENT EXCEPT FROM THE PLEDGED REV- ENUES. NEITHER THE FULL FAITH AND CREDIT NOR THE TAXING POWER OF THE CITY, DADE COUNTY, FLORIDA, THE STATE OF FLORIDA OR ANY POLITICAL SUBDIVISION THEREOF IS PLEDGED TO PAYMENT OF THE SERIES 1996A BONDS. The scheduled payment of principal of and interest on the Series 1996A Bonds when due will be guaranteed under an insurance policy to be issued concurrently with the delivery of the Series 1996A Bonds by FINANCIAL SECURITY ASSURANCE INC. lJ~FSA. For a discussion of the terms and provisions of such policy, including the limitations thereof, see "Municipal Bond Insurance" herein. MATURITY SCHEDULE Principal Interest Price or Principal Interest Price or Year Amount Rate Yield Year Amount Rate Yield 1996 $510,000 3.15% 100% 2003 $ 775,000 4.40% 4'12% 1997 615,000 3.40 100 2004 810,000 4'/2 4.60 1998 640,000 3.70 100 2005 850,000 4.60 4.70 1999 660,000 3.80 3.85 2006 880,000 4.70 4.80 2000 685,000 4 100 2007 925,000 4.80 4.90 2001 715,000 4.10 4.20 2008 975,000 4.80 4.95 2002 740,000 4'/. 4.35 2009 1,015,000 5 100 This cover page contains certain information for quick reference only. It is not a summary of the issue. Investors must read the entire Offi- cial Statement to obtain information essential to making an informed investment decision. The Series 1996A Bonds are offered when, as and if issued and accepted by the Underwriters subject to the unqualified approval of legality by Squire, Sanders & Dempsey. Miami, Florida, Bond Counsel. Certain legal matters will be passed upon for the Underwriters by Ruden, McClosky, Smith, Schuster & Russell, P.A., Miami, Florida and Dennis Scholl, P.A., Miami, Florida. Rauscher Pierce Refsnes, Inc. has served as Financial Advisor to the City in connection with the issuance of the Series 1996A Bonds. It is expected that the Series 1996A Bonds, in book-entry form, will be available for delivery in New York, New York on or about March 19, 1996. PaineWebber Incorporated Goldman, Sachs & Co. Smith Barney Inc. William R. Hough & Co. Dated: March 1, 1996 TABLE OF CONTENTS ~ INTRODUCTION . . . . PURPOSE OF THE SERIES 1996A BONDS PLAN OF REFUNDING . . ESTIMATED SOURCES AND USES OF FUNDS THE SERIES 1996A BONDS SECURITY FOR THE SERIES 1996A BONDS MUNICIPAL BOND INSURANCE THE PARKING SYSTEM HISTORICAL AND FORECASTED SCHEDULE OF NET REVENUE, DEBT SERVICE AND DEBT COVERAGE LITIGATION . . . . . . TAX EXEMPTION . . . . . . . . . . . . ORIGINAL ISSUE DISCOUNT . . . . . . . VERIFICATION OF MATHEMATICAL COMPUTATIONS UNDERWRITING . . . . FINANCIAL ADVISOR . . FINANCIAL STATEMENTS RATINGS . . . . . . . LEGAL MATTERS . . . . CONTINUING DISCLOSURE MISCELLANEOUS . . . . CERTIFICATE CONCERNING THE OFFICIAL STATEMENT 1 1 1 2 2 6 13 16 19 21 21 22 23 23 24 24 24 24 24 25 25 APPENDIX A - APPENDIX B - APPENDIX C - APPENDIX D - APPENDIX E - APPENDIX F - General Information Regarding the City of Miami Beach and Dade County, Florida Financial Statements of the City's Parking System The Bond Resolution Continuing Disclosure Commitment Specimen Copy of Municipal Bond Insurance Policy Form of Approving Opinion of Bond Counsel A-1 B-1 C-1 D-1 E-1 F-1 iii INTRODUCTION OFFICIAL STATEMENT RELATING TO $10,795,000 CITY OF MIAMI BEACH, FLORIDA PARKING REVENUE REFUNDING BONDS, SERIES 1996A The purpose of this Official Statement, including the cover page and all appendices, is to set forth certain information in connection with the sale by the City of Miami Beach, Florida (the "City") of its $10,795,000 aggregate principal amount of Parking Revenue Refunding Bonds, Series 1996A (the "Series 1996A Bonds"). The Series 1996A Bonds, together with any Additional Bonds issued on_a parity therewith, are collectively referred to as the "Bonds". The Series 1996A Bonds are being issued pursuant to the Constitution and Laws of the State of Florida, including Chapter 166, Florida Statutes, and the City of Miami Beach Charter (collectively, the "Act") and other applicable provisions of law and pursuant and, subject to the terms and conditions of a resolution adopted by the City Commission (the "Commission") on February 20, 1996, as amended and supplemented (the "Bond Resolution" or "Resolution"). All capitalized terms used in this Official Statement and not otherwise defined herein have the same meaning as provided in Appendix C attached hereto. Descriptions of the Series 1996A Bonds, certain provisions of the Bond Resolution, and other agreements and documents contained herein constitute summaries of certain provisions thereof, and do not purport to be complete. Reference is made to the Bond Resolution, a copy of which is attached hereto as Appendix C, and to such other agreements and documents, copies of which are on file at the offices of the City, for a more complete description of such provisions. PURPOSE OF THE SERIES 1996A BONDS The Series 1996A Bonds are being issued for the purpose of providing funds, together with other available moneys, to (i) refund the outstanding portion of the City's Parking Revenue Bonds, Series 1988 (the "Prior Bonds"), (ii) fund a deposit to the Reserve Account for the Series 1996A Bonds and (iii) pay certain costs of issuance of the Series 1996A Bonds, including a premium for municipal bond insurance. PLAN OF REFUNDING Concurrently with delivery of the Series 1996A Bonds, a portion of the proceeds of the Series 1996A Bonds, together with other legally available funds of the City, shall be deposited into an escrow deposit trust fund (the "Escrow Fund") pursuant to the terms and provision of an escrow deposit agreement dated as of the dated date of the Series 1996A Bonds (the "Escrow Deposit Agreement") , between the City and First Union National Bank of Florida, Miami, Florida, as Escrow Agent. Moneys deposited into the Escrow Fund shall be applied to the purchase of United States of America Treasury obligations which shall mature at such times and bear such interest so as to produce, together with uninvested moneys therein, sufficient moneys to pay the principal of, interest and premium at redemption, if any, of the Prior Bonds as the same become due and payable. Upon the deposit of such moneys and the application thereof all in accordance 1 II Beneficial Owners of the Series 1996A Bonds. DTC's records reflect only the identity of the Direct Participants to whose accounts such Series 1996A Bonds are credited, which mayor may not be the Beneficial Owners. The Participants will remain responsible for keeping account of their holdings on behalf of their customers. 4. Notices: Consents. Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time. Redemption notices shall be sent to Cede & Co. If less than all of the Series 1996A Bonds are being redeemed, DTC's practice is to determine by lot the amount of the interest of e~ch Direct Participant in such issue to be redeemed. Neither DTC nor Cede & Co. will consent or vote with respect to the Series 1996A Bonds. Under its usual procedures, DTC mails an Omnibus Proxy to the City as soon as possible after the record date. The Omnibus Proxy assigns Cede & Co. 's consenting or voting rights to those Direct Participants to whose accounts the Series 1996A Bonds are credited on the record date (identified in a listing attached to the Omnibus Proxy) . 5. Payment of the Series 1996A Bonds. Principal and interest payments on the Series 1996A Bonds will be made to DTC. DTC's practice is to credit the accounts of the Direct Participants on the payable date in accordance with their respective holdings shown on the records of DTC unless DTC has reason to believe that it will not receive payment on the payable date. Payments by Participants to Beneficial Owners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in "street name," and will be the responsibility of such Participant and not of DTC, the Bond Registrar or the City, subject to any statutory and regulatory requirements as may be in effect from time to time. Payment of principal and interest to DTC is the responsibility of the City and/or the Bond Registrar for the Series 1996A Bonds, disbursement of such payments to Direct Participants is the responsibility of DTC, and disbursement of such payments to the Beneficial Owners is the responsibility of the Direct and Indirect Participants. THE CITY WILL NOT HAVE ANY RESPONSIBILITY OR OBLIGATION TO SUCH DIRECT OR INDIRECT PARTICIPANTS, OR THE PERSONS FOR WHOM THEY ACT AS NOMINEES, WITH RESPECT TO THE PAYMENTS TO OR THE PROVIDING OF NOTICE FOR THE DIRECT OR INDIRECT PARTICIPANTS, OR THE BENEFICIAL OWNERS OF THE SERIES 1996A BONDS. 6. Procedure in the Event of Revision or Discontinuation of Book-Entry Transfer System. The City shall provide for issuance of Series 1996A Bonds (the "Replacement Series 1996A Bonds") directly to owners of the Series 1996A Bonds other than DTC, or it nominee, but only in the event that (i) DTC determines not to continue to act as securities depository for the Series 1996A Bonds; or (ii) the City has determined in it sole discretion not to continue the book-entry system of transfer. Upon the occurrence of (i) or (ii) above, the City may attempt to locate another qualified securities depository. If the City does not or determines not to locate another qualified securities depository to replace DTC, the City shall have authenticated and delivered Replacement Series 1996A 4 Bonds in certificate form. In the event the City makes the determination to issue Replacement Series 1996A Bonds, and has made provision to notify the Beneficial Owners of Series 1996A Bonds by mailing an appropriate notice to DTC, it shall issue Replacement Series 1996A Bonds to any DTC Participant making such a request. Interest on the Replacement Series 1996A Bonas shall be payable by the Bond Registrar, by check or draft mailed to each owner of such Replacement Bond at the address of such owner as it appears in the registration books maintained by the Bond Registrar, and principal on the Series 1996A Bonds will be payable when due upon presentation and surrender of such Series 1996A Bonds at the designated office of the Bond Registrar. Replacement Series 1996A Bonds will be transferable only by presentation and surrender at the designated office of the Bond Registrar, duly endorsed for transfer or accompanied by an assignment duly executed by the registered owner of the replacement Bond, or by his attorney duLy authorized in writing, in form satisfactory to the Bond Registrar and subject to the other conditions set forth in the Bond Resolution. DTC may determine to discontinue providing its service with respect to the Series 1996A Bonds at any time by giving reasonable notice to the City. Under such circumstances, Series 1996A Bonds are required to be delivered as described above unless a successor securities depository is used. The Beneficial Owner, upon registration of Series 1996A Bonds in the Beneficial Owner's name, will become the registered owner of the Series 1996A Bonds. 7. DTC Practices. The City can make no assurances that DTC, the Direct and Indirect Participants or other nominees of the Beneficial Owners of the Series 1996A Bonds will distribute payments of principal of, or interest on the Series 1996A Bonds, to the Beneficial Owners of such Series 1996A Bonds or that they will do so on a timely basis, or that DTC or any of its Participants will act in a manner described in this Official Statement. The City is not responsible or liable for the failure of DTC, DTC Participants or others to make any payment or give any notice to a Beneficial Owner with respect to the Series 1996A Bonds or any error or delay relating thereto. In the event of any insolvency of DTC, or if DTC has insufficient securities to satisfy the claims of the Direct and Indirect Participants, with respect to deposited securities, Direct and Indirect Participants may not be able to obtain all of their deposited securities. 8. Transfer of Beneficial Interests under State Law. The rights of holders of beneficial interests in the Series 1996A Bonds and the manner of transferring or pledging those interests is also subject to applicable state law. Beneficial Owners of the Series 1996A Bonds may wish to discuss the manner of transferring or pledging their interest in the Series 1996A Bonds with their legal advisors. No 09tional Redemption of Series 1996A Bonds The Series 1996A Bonds are not redeemable prior to their stated dates of maturity. 5 SECURITY FOR THE SERIES 1996A BONDS ~eneral The Bonds issued under the Resolution are limited obligations of the city, payable solely from and secured by a lien upon and pledge of Net Revenues, and all moneys held in the respective Funds and Accounts established under the Bond Resolution other than the Subordinated Indebtedness Account and the Rebate Fund (collectively, the "pledged Revenues"). See Appendix C hereto for a further description of the pledged Revenues. "Net Revenues" is defined in the Bond Resolution as being, for any particular period, the amount of Revenues for such period less Current Expenses for such period. "Revenues" is defined in the Bond Resolution as all moneys received by the City in connection with or as a result of its ownership or operation of the Parking system, including, but not limited to, the income derived by the City from the direct fees and charges made for parking, all indirect revenues received through the supplying of any other services legally suppliable by the City to users of the Parking system, all rents received by the City from the rental of space comprising any part of the Parking system, including receipts from concessionaires, all fees received by the City from the management by other parties of all or any part of the Parking system, income received by the city from parking violation fines imposed upon users of the Parking system which under State law may be applied to purposes consistent with the Bond Resolution, any proceeds of use and occupancy insurance on the Parking System or any part thereof, payments made to the City under Interest Rate Swap arrangements, and income from investments made under the Resolution; provided, however, Revenues shall not include grants, contributions or donations, investment income from investments of moneys on deposit in the Construction Fund and the subordinated Indebtedness Account, proceeds of insurance (except use and occupancy insurance) and condemnation awards, moneys held in the Subordinated Indebtedness Account and in any Arbitrage Rebate Fund created pursuant to the Bond Resolution, proceeds of sales of property constituting a part of the Parking system, and the proceeds of Bonds or other system Debt. '''Current Expenses" is defined in the Bond Resolution as the City'S reasonable and necessary current expenses of maintenance, repair and operation of the Parking System and shall include, without limiting the generality of the foregoing, all ordinary and usual expenses of maintenance, repair and operation, which may include expenses not annually recurring, any reasonable payments to pension or retirement funds properly chargeable to the Parking system, insurance premiums, engineering expenses relating to maintenance, repair and operation, management fees paid by the city to any independent operators or managers of any part of the Parking system, fees and expenses of the Bond Registrar and Escrow Agent, legal and accounting expenses, expenses incurred in the collection of parking violation fines imposed on users of the Parking system which under state law may be applied to purposes consistent with the Bond Resolution, costs of complying with the continuing disclosure requirements under the Rule, any fees, fines, or penalties lawfully imposed on the Parking System, any taxes which may be lawfully imposed on the Parking system or its income or operations and 6 II' - reserves for such taxes, annual fees for the maintenance of Credit Facilities, Liquidity Facilities, Reserve Account Insurance Policies, Reserve Account Letters of Credit or Interest Rate Swaps (other than payments due under an Interest Rate Swap on a parity with interest due on the Bonds and termination payments thereunder), and any other expenses required to be paid by the City in connection with the Parking System under the provisions of the Resolution or by law, including any amounts required from time to time to pay arbitrage rebate to the United States of America directly or to fund the Arbitrage Rebate Fund, but shall not include any reserves for extraordinary maintenance or repair, or any allowance for depreciation, or any administrative expenses payable to the City's General Fund, or any deposits or transfers to the credit of the Debt Service Account, the Reserve Account, or the Subordinated Indebtedness Account. "Parking System" is defined in the Bond Resolution as the City's parking system pursuant to which parking facilities are made available by the City for public parking of automobiles and other motor vehicles upon payment of a fee or charge for th~ privilege of parking, whether such facilities are owned by the City, leased by the City as lessor or lessee, or consist of parking spaces on public streets (whether such streets are City streets, County roads or State roads) for which the City lawfully charges a parking fee by meter or otherwise and shall (i) include any Improvements and any Separate Parking Facilities consolidated with the Parking System pursuant to Section 709 of the Resolution and (ii) exclude any Separate Parking Facilities not so consolidated with the Parking System. The Series 1996A Bonds will have a first lien on the Pledged Revenues. Upon issuance of the Series 1996A Bonds, there will be no other outstanding obligations of the City with any lien on the Pledged Revenues. The City is not obligated to pay the Series 1996A Bonds or the interest thereon except from the Pledged Revenues and neither the faith and credit nor any physical properties of the City are pledged to the payment of the Series 1996A Bonds. The issuance of the Series 1996A Bonds does not directly or indirectly or contingently obligate the City to levy any form of taxation whatever therefor or to make any appropriation for their payment except from the Pledged Revenues. Neither the full faith and credit nor the taxing power of the City, Dade County, Florida (the "County"), the State of Florida or any political subdivision thereof is pledged to the payment of the Series 1996A Bonds. Flow of Funds The Bond Resolution establishes the Construction Fund and the City currently maintains an Enterprise Fund. The Bond Resolution establishes within the Enterprise Fund the Debt Service Account (and within the Debt Service Account, the Bond Service Subaccount and Redemption Subaccount), Reserve Account and Subordinated Indebtedness Account. All such funds and accounts to be held under the Bond Resolution will be held by the City, and no independent trustee has been appointed to hold the moneys in such funds for the benefit of the Bondholders. The City will deposit all Revenues collected from the Parking System's operations into the Enterprise Fund. Not later than the 20th day of each month, 7 the City will withdraw from the Enterprise Fund (except for an amount equal to two month's Current Expenses under the Annual Budget, which amount shall be held for the payment of Current Expenses), the amounts required to make the deposits described below (or if the available amounts on deposit in the Enterprise Fund are less ehan the required amounts, the entire balance (other than the amount required to be retained therein for the payment of Current Expenses)) and deposit the funds withdrawn in the following order: (a) To the Bond Service Subaccount of the Debt Service Account, an amount equal to one-sixth (1/6) of interest payable on the Bonds of each Series on the next Interest Payment Date, plus one-twelfth (1/12) (or, if principal is payable semiannually, one-sixth (1/6)) of the next maturing installment of principal on all Serial Bonds then Outstanding; such amounts to be adjusted in each month intervening between the date of delivery of the Bonds and the next succeeding Interest Payment Date or principal payment date to add to the required deposit an additional amount which, when multiplied by the number of deposits to the credit of the Bond Service Subaccount required to be made will equal the amount needed to pay principal and interest on such Bonds when such payments are due on the next Interest payment Date or principal payment date; (b) To the Redemption Subaccount of the Debt Service Account, an amount equal to one-twelfth (1/12) (or, if any Bonds are retired semiannually, one-sixth (1/6)) of the principal amount of Term Bonds of each Series to be retired for such Fiscal Year; (c) To the Reserve Account, if necessary, the amount needed to make the amount deposited to the credit of the Reserve Account in such month equal to the Reserve Account Deposit Requirement for such month; provided, however, that if the Reserve Account Deposit Requirement is being satisfied by the restoration of any withdrawal under a Reserve Account Insurance Policy or a Reserve Account Letter of Credit, there shall be paid to the provider thereof such amount, if any, of any balance remaining after the deposits under clauses (a) and (b) above, as may be required to cause the Reserve Account Deposit Requirement to be satisfied; and (d) To the Subordinated Indebtedness Account, one-twelfth (1/12) of the amount required to satisfy the principal, redemption premium, if any, and interest requirements of subordinated Indebtedness for the succeeding twelve month period and the amount, if any, required to be deposited in any special reserve subaccount established within the Subordinated Indebtedness Account. Reserve Account General. Under the Resolution, the City is required to establish the Reserve Account within the Enterprise Fund. The Reserve Account is to be held for the benefit of all Bonds Outstanding except that: (i) the Series Resolution for a particular Series of Bonds may provide that such Series of Bonds is not to be secured by the Reserve Account and, in such event, such Series of Bonds will not be secured by the Reserve Account and the moneys held for the credit of the 8 Reserve Account will not be applied for the benefit of such Series of Bonds, and (ii) the Series Resolution for one or more particular Series of Bonds may establish a separate subaccount within the Reserve Account for such particular Series of Bonds and, in such event, such Series of Bonds shall be secured only by the moneys held for the credit of such subaccount and by no other amounts held for the credit of the Reserve Account, and the Bonds Outstanding of any other Series will have no claim whatsoever on the moneys held for the credit of such separate subaccount in the Reserve Account. The Reserve Account Requirement under the Resolution is an amount equal to the lesser of (i) the Maximum Principal and Interest Requirements for all Outstanding Bonds, or (ii) the maximum amount allowed to be funded from Bond p~oceeds under the Code; provided that if the Series Resolution corresponding to a Series of Bonds provides for the establishment of a separate subaccount in the Reserve Account to secure only such Series of Bonds (with such Series of Bonds having no claim on the other moneys deposited to the credit of the Reserve Account), the Reserve Account Requirement for such Series of Bonds shall be calculated as set forth in the corresponding Series Resolution. Upon the issuance of Additional Bonds, unless funded from the proceeds of such Additional Bonds, the City would be required to provide for the funding in equal monthly installments over a period of twelve (12) months (the "Reserve Account Deposit Requirement") in the Reserve Account an amount equal to the increase in the Reserve Account Requirement resulting from the issuance of such Series of Additional Bonds, unless the Series Resolution for such Additional Bonds establishes a separate subaccount in the Reserve Account to secure only such Series of Additional Bonds (with such Series of Bonds having no claim on the other moneys deposited to the credit of the Reserve Account). If the Reserve Account or any separate subaccount therein for any Series contains less than the Reserve Account Requirement for such Series, then the City is required to make deposits therein from the Enterprise Fund each month (after making deposits to the Debt Service Account and Redemption Account), of one-twelfth (1/12) of the deficiency, until the Reserve Account Requirement for such Series is met. Moneys held for the credit of the Reserve Account will first be used for the purpose of paying the interest on and the principal of the Bonds which are secured by the Reserve Account whenever and to the extent that the moneys held for the credit of the Bond Service Subaccount shall be insufficient for such purpose and thereafter for the purpose of making deposits to the credit of the Redemption Subaccount in respect of such Bonds whenever and to the extent that wi thdrawals from the Enterprise Fund are insufficient for such purposes; provided, however, that moneys held for the credit of a separate subaccount in the Reserve Account shall be applied to the foregoing purposes and in the foregoing manner, but only for the benefit of the Series of Bonds for which such separate subaccount was established. Unless otherwise specified by resolution of the City Commission, if the moneys held in the Reserve Account exceed the Reserve Account Requirement, such excess is required to be withdrawn and deposited to the credit of the Enterprise Fund. The Resolution permits the City to provide all or a portion of the Reserve Account Requirement for any Series by depositing in the Reserve Account (or any subaccount therein) for such Series, an insurance policy, surety bond, letter of 9 credit or other acceptable evidence of insurance maintained by the City, in lieu of or in partial substitution for cash or securities on deposit in the Reserve Account (or the applicable subaccount therein) for such Series, unconditionally covering such amount of the Reserve Account Requirement for such Series provided that the entity providing such facility is, at the time of so providing, of sufficient credit quality to enable debt backed by its facility to be rated in one of .the two highest rating categories (without regard to any gradations within such categories) by either Standard & Poor's Ratings Group or Moody's Investors Service, Inc. The City will, on the date of issuance of the Series 1996A Bonds, deposit into the Reserve Account from amounts on deposit in the reserve fund for the Prior Bonds an amount equal to the Reserve Account Requirement for the Series 1996A Bonds. Rate Covenant The City has covenanted in the Bond Resolution that it will fix, charge and collect reasonable rates and charges for the use of the services and facilities furnished by the Parking System and that from time to time, and as often as it shall appear necessary, it will adjust such rates and charges by increasing or decreasing the same or any selected categories of rates and charges so that the Net Revenues (excluding from the computation of Current Expenses for any Fiscal Year any amount received from any source other than Revenues and applied to the payment of Current Expenses in such Fiscal Year) will be sufficient to provide an amount in each Fiscal Year at least equal to 135% of Principal and Interest Requirements on all Bonds for such Fiscal Year and 100. of all amounts required to be deposited to the Reserve Account (or paid to the provider of a Reserve Account Insurance Policy or Reserve Account Letter of Credit) and Subordinated Indebtedness Account for such Fiscal Year. If in any Fiscal Year the Net Revenues are less than the amount required under the preceding paragraph, within 30 days of the receipt of the audit report for such Fiscal Year (which, under the Bond Resolution, may be the provisions of the City's Consolidated Audited Financial Report relating to the Parking Systeml, the City is required to employ a Rate Consultant to review and analyze the financial status and operations of the Parking System, and to submit, within 60 days thereafter, a written report to the City recommending revisions of the rates, fees and charges of the Parking System and the methods of operation of the Parking System that will result in producing the amount so required in the following Fiscal Year. Promptly upon its receipt of such recommendations, the City is required to transmit copies thereof to the City Manager, Parking Director and Finance Director, and the City shall revise its rates, fees and charges, or alter its methods of operation and take such other action as will conform with such recommendations. If the City fails to comply with the recommendations of the Rate Consultant, the registered owners of not less than 10' in principal amount (in the case of the owners of Capital Appreciation Series 1996A Bonds, the principal amount shall be deemed to mean the Accreted Value thereof) of all Bonds then Outstanding may institute and prosecute an action or proceeding in any Court or 10 IW' pro before any board or commission having jurisdiction to compel the City to comply with the recommendations and the requirements of the preceding paragraph. If the City complies with all recommendations of the Rate Consultant in respect to its rates, fees, charges and methods of operation, the failure of Net Revenues to meet the rate covenant described above will not constitute an Event of Default so long as the Revenues, together with available moneys in the Funds and Accounts created under the Bond Resolution other than the Rebate Fund, are sufficient to pay in cash the Current Expenses and to pay the Principal and Interest Requirements on all Outstanding Bonds and other System Debt for such Fiscal Year. Additional Bonds Additional Bonds of the City may be issued under and secured by the Bond Resolution, on a parity as to the pledge of the Net Revenues of the Parking System with the Series 1996A Bonds and any Bonds on a parity therewith theretofore issued and secured by the Bond Resolution and then Outstanding, subject to the conditions described below, from time to time, for the purpose of paying all or any part of the Cost of any Improvements and the funding of the Reserve Account. Before Resolution, following: any Additional Bonds are permitted to be issued under the Bond there shall be filed with the City, among other things, the (a) a certificate of the Finance Director, an Accountant or the Rate Consultant, demonstrating that either (i) (A) the percentage derived by dividing the Net Revenues for any period of twelve consecutive months selected by the City out of the eighteen months preceding the delivery of such certificate by the Maximum Principal and Interest Requirements, including the principal and Interest Requirements with respect to the Additional Bonds then to be delivered, for any future Fiscal Year is not less than one hundred ten per centum (110%) and (B) the percentage derived by dividing the Net Revenues projected for the Parking System for the Fiscal Year following the Fiscal Year in which the Completion Date of the Improvements to be financed by the Additional Bonds then to be delivered is expected to occur, including the Net Revenues attributable to the Improvements, as certified by the Rate Consultant, adjusted as permitted below, by the Maximum Principal, and Interest Requirements, including the Principal and Interest Requirements with respect to the Additional Bonds then to be delivered, for any future Fiscal Year is not less then one hundred fifty per centum (150\); or (ii) the percentage derived by dividing the Net Revenues for any period of twelve consecutive months selected by the City out of the eighteen months preceding the delivery of such certificate, by the Maximum Principal and Interest Requirements, including the Principal and Interest Requirements with respect to the Additional Bonds then to be delivered, for any future Fiscal Year is not less than 150\ (the period during which Net Revenues are determined being referred to hereinafter as the "Measurement period"); and (b) if the certificate described in (al (i) above is being delivered, a certificate of the Rate Consultant setting forth the projected Net Revenues for the Fiscal Year following the Fiscal Year in which the Completion Date of the 11 Improvements to be financed by the Additional Bonds then to be delivered is expected to occur; and (c) a certificate of the Finance Director to the effect that no event of default under the Bond Resolution and no event which with the passage of time, the gi~ing of notice or both would become an event of default, has occurred within the twelve consecutive calendar months prior to the date of such certificate and is continuing, or, if any such event or events has occurred and is continuing, that the issuance of such Series of Additional Bonds will cure the same. In determining whether to execute and deliver the certificate mentioned in paragraph (a) above, the following adjustments to Net Revenues may be made: (1) If the City, prior to the issuance of the proposed Additional Bonds, shall have increased the rates, fees, rentals or other charges for the services of the Parking System, the Net Revenues for the Measurement Period shall be adjusted to show the Net Revenues which would have been derived from the Parking System in such Measurement Period as if such increased rates, fees, rentals or other charges for the services of the Parking System had been in effect during all of such Measurement Period. (2) If the City shall have acquired or has contracted to acquire any privately or publicly owned existing automobile parking facilities, then the Net Revenues derived from the Parking System during the Measurement Period shall be increased by addition to the Net Revenues for the Measurement Period of the Net Revenues which would have been derived from said existing automobile parking facilities as if such existing automobile parking facilities had been a part of the Parking System during the Measurement Period. For the purposes of this paragraph, the Net Revenues derived from said existing automobile parking facilities during the Measurement Period shall be adjusted by deducting the cost of operation and maintenance of said existing automobile parking facilities from the gross revenues of said existing automobile parking facilities in the same manner provided in the Bond Resolution for the determination of Net Revenues. (3) If the City, in connection with the issuance of Additional Bonds, shall enter into a contract (with a duration not less than the final maturity of such Additional Bonds) with any public or private entity whereby the City agrees to furnish services in connection with any automobile parking facilities then the Net Revenues of the Parking System during the Measurement Period shall be increased by the least amount which said public or private entity shall guarantee to pay in anyone year for the furnishing of said services by the City, after deducting therefrom the proportion of operating expenses and repair, renewal and replacement cost attributable in such year to such services. Such payments shall be deemed to be Net Revenues of the Parking System and pledged for the Bonds in the same manner as other Net Revenues of the Parking System. Refundino Bonds Under the provisions of the Bond Resolution, Additional Bonds of the City may be issued under and secured by the Bond Resolution, on a parity with the Series 1996A Bonds, and any Additional Bonds issued on a parity therewith, for 12 the purpose of refunding all or any portion of the Series 1996A Bonds or such additional parity Bonds outstanding, funding the Reserve Account and paying any expenses in connection with such refunding; provided that, before such Additional Bonds are permitted to be issued, there shall be filed with the City Clerk, among other things, either (i) a certificate of the Finance Director that the issuance of the Refunding Bonds will result in a decrease in total Principal and Interest Requirements for all Bonds Outstanding, or (ii) the certificates required by (a), (b) and (c) under the caption "Additional Bonds" above; provided, however, that with respect to the certificates required by (a) and (b), the projected Net Revenues shall be computed for the Fiscal Year immediately following the issuance of the Refunding Bonds. Dther Indebtedness The City may also issue other types of indebtedness as provided in the Bond Resolution, including the issuance of Short-Term Indebtedness on a parity with the Series 1996A Bonds without any parity test. For a description of such other types of indebtedness and the tests applicable to the issuance thereof, see Appendix E hereto (Section 211 of the Bond Resolution) . Future Plans for parkina Projects The City is contemplating the issuance of a series of Additional Bonds in the summer of 1996 to finance additional parking facilities. Although the City has not yet determined the particular projects to be financed, the City estimates that the cost of such projects may range as high as $20,000,000. The issuance of any such Additional Bonds are required to comply with the provisions set forth under the caption "SECURITY FOR THE SERIES 1996A BONDS--Additional Bonds." MUNICIPAL BOND INSURANCE Bond Insurance Policy Concurrently with the issuance of the Series 1996A Bonds, Financial Security Assurance Inc. ("Financial Security") will issue its Municipal Bond Insurance Policy for the Series 1996A Bonds (the "Policy"). The Policy unconditionally guarantees the payment of that portion of the principal of and interest on the Series 1996A Bonds that has become due for payment, but shall be unpaid by reason of nonpayment by the City. On the later of the day on which such principal and interest is due or on the business day next following the business day on which Financial Security shall have received notice by telephone or telecopy, subsequently confirmed in a signed writing, or written notice by registered or certified mail, from an Owner of Series 1996A Bonds, the Trustee or the Paying Agent (as defined in the Policy), of the nonpayment of such amount by the City, Financial Security will disburse such amount due on any Series 1996A Bonds to the Trustee or the Paying Agent, for the benefit of the Owners or, at the election of Financial Security, directly to each Owner, in either case upon receipt by Financial Security in form reasonably satisfactory to it of (a) evidence of the Owner's right to receive payment of the principal and interest that is due for payment and (b) evidence, including any appropriate instruments of assignment, that all of such Owner's rights to payment of such principal and interest shall be vested in Financial Security. The term "nonpayment" in respect 13 --- of a Series 1996 Bond includes any payment of principal or interest that is insured by Financial Security made to an Owner of a Series 1996 Bond that has been recovered from such Owner pursuant to the United States Bankruptcy Code by a trustee in bankruptcy in accordance with a final, nonappealable order of a court' having competent jurisdiction. The Policy is non-cancelable and the premium will be fully paid at the time of delivery of the Series 1996A Bonds. The Policy covers failure to pay principal of the Series 1996A Bonds on their respective stated maturity dates, or dates on which the same shall have been duly called for mandatory sinking fund redemption, and not on any other date on which the Series 1996A Bonds may have been called for redemption, acceleration or other advancement of maturity, unless Financial Security shall elect, in its sole discretion, to pay such principal due upon acceleration together with any interest accrued to the date of acceleration, and covers the failure to pay an installment of interest on the stated date for its payment. Payment by Financial Security of principal due upon acceleration and i~terest accrued to the accelerated maturity date (to the extent unpaid by the City) shall fully discharge Financial Security's obligations under the Policy. Financial Security may appoint a fiscal agent (the "Insurer's Fiscal Agent") for purposes of the Policy by giving written notice to the Trustee and the Paying Agent specifying the name and notice address of the Insurer's Fiscal Agent. From and after the date of receipt of such notice by the Trustee and the Paying Agent, (i) copies of all notices required to be delivered to Financial Security pursuant to the Policy shall be simultaneously delivered to the Insurer's Fiscal Agent and to Financial Security and shall not be deemed received until received by both and (ii) all payments required to be made by Financial Security under the Policy may be made directly by Financial Security or by the Insurer's Fiscal Agent on behalf of Financial Security. The Insurer's Fiscal Agent is the agent of Financial Security only and the Insurer's Fiscal Agent shall in no event be liable to Owners of the Series 1996A Bonds for any acts of the Insurer's Fiscal Agent or any failure of Financial Security to deposit or cause to be deposited sufficient funds to make payments due under the Policy. Under the Policy, Financial Security will, to the extent permitted by applicable law, waive, only for the benefit of the Owners of Series 1996A Bonds, all rights and defenses that might otherwise have been available to Financial Security to avoid payment of its obligations under the Policy in accordance with its terms. THE POLICY IS NOT COVERED BY THE PROPERTY/CASUALTY INSURANCE SECURITY FUND SPECIFIED IN ARTICLE 76 OF THE NEW YORK INSURANCE LAW. Financial Security Assurance Inc. Financial Security is a wholly owned subsidiary of Financial Security Assurance Holdings Ltd. ("Holdings"), a New York Stock Exchange listed company. Holdings is owned approximately 50% by U S WEST Capital Corporation ("U S WEST") , B% by Fund American Enterprises Holdings, Inc. ("Fund American"), and 6% by The 14 r .~.~......"~" Il.~ '11 A".~_~ Tokio Marine and Fire Insurance Co., Ltd. ("Tokio Marine"). U S WEST is a subsidiary of U S WEST, Inc., which operates businesses involved in communications, data solutions, marketing services and capital assets, including the provision of telephone services in 14 states in the Western and Midwestern united States. Fund American is a financial services holding company whose principal operating subsidiary is one of the nation's largest mortgage servicers. Tokio Marine is a major Japanese property and casualty insurance company. U S WEST has announced its intention to dispose of its remaining interest in Holdings as part of its strategic plan to withdraw from businesses not directly involved in telecommunications. Fund American has certain rights to acquire and vote additional shares of Holdings from U S WEST and Holdings. No shareholder of Holdings is obligated to pay any debt of Financial Security or any claim under any insurance policy issued by Financial Security or to make any additional contribution to the capital of Financial Security. On December 20, 1995, Capital Guaranty Corporation ("CGC") merged with a subsidiary of Holdings and Capital Guaranty Insurance Company ("CGIC"), CGC's principal operating subsidiary, became a wholly-owned subsidiary of Financial Security. CGIC was a financial guaranty insurer of municipal bonds. Financial Security is domiciled in the State of New York and is subject to regulation by the State of New York Insurance Department. At September 30, 1995, Financial Security's total policyholders' surplus and contingency reserves were approximately $495,030,000 and its total unearned premium reserve was approximately $250,536,000 in accordance with statutory accounting principles. At September 30, 1995, Financial Security's total shareholders' equity was approximately $590,473,000 and its total net unearned premium reserve was approximately $216,931,000 in accordance with generally accepted accounting principles. The financial statements of Financial Security included in, or as exhibits to, the following documents, which have been filed with the Securities and Exchange Commission (the "Commission") by Holdings, are hereby incorporated by reference in this Official Statement: (a) Annual Report on Form 10-K for the year ended December 31, 1994, and (b) Quarterly Reports on Form 10-Q for the periods ended March 31, 1995, June 30, 1995 and September 30, 1995. All financial statements of Financial security included in documents filed by Holdings pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this Official Statement and prior to the termination of the offering of the Series 1996A Bonds shall be deemed to be incorporated by reference into this Official Statement and to be a part hereof from the respective dates of filing such documents. Copies of Financial Security's financial statements and other information regarding Financial Security are included in, or as exhibits to, documents filed by Holdings with the Commission and may also be obtained from Financial Security by writing to Financial Security at 350 Park Avenue, New York, New York 10022, 15 Attention: Communications Department. Financial Security's telephone number is (212) 826-0100. Financial Security's claims-paying ability is rated "Aaa" by Moody's Inves~ors Service, Inc. and "AAA" by Standard & Poor's Ratings Services. Such ratings reflect only the views of the respective rating agencies, are not recommendations to buy, sell or hold securities and are subject to revision or withdrawal at any time by such rating agencies. The Policy does not protect investors against changes in market value of the Series 1996A Bonds. The market value of the Series 1996A Bonds may be impaired as a result of changes in prevailing interest rates, changes in applicable ratings or other causes. Financial Security makes no representation regarding the Series 1996A Bonds or the advisability of investing in the Series 1996A Bonds. Financial Security makes ,no representation regarding the Official Statement, nor has it participated in the preparation thereof, except that Financial Security has provided to the City the information presented under this caption for inclusion in the Official Statement. THE PARKING SYSTEM General The Parking System includes all parking facilities of the City other than the Separate Parking Facilities. At the time of issuance of the Series 1996A Bonds, the Separate Parking Facilities consist of the two (2) parking facilities located at (i) Seventh Street and Collins Avenue and (ii) Sixteenth Street between Washington Avenue and Collins Avenue. See APPENDIX C - "The Bond Resolution" (Section 709 thereof) for provisions relating to the Separate Parking Facilities, including the ability of the City to designate parking facilities as additional Separate Parking Facilities. As of January 1, 1996 the Parking System consisted of 12,631 parking spaces. Of this total, 10,410 were metered spaces on streets and in off-street lots and 2,221 were spaces contained in four garages. Currently, three of the fuul.' garages have metered spaces. The fourth has an attendant collecting a flat fee at entry. The City is in the process of converting all garages to ticket dispenser/card reader/cashier operations. ~.....~~';.'....l~-;'..~'. Tlle City exercises exclusive jurisdiction, control and supervision over the Parking System. The Commission has the legal authority to fix rates, fees and charges, and to acquire, construct, finance and operate the Parking System and any additions thereto, without supervision or regulation by any other commission, board, bureau, agency or other political subdivision of Dade County or the State of Florida. The Parking System is a separate department of the City headed by a Parking System Director. The Parking System is presently staffed by 97 budgeted 16 .. - permanent positions and 35 part-time positions organized into three divisions. These divisions and the corresponding number of employees are: Administration 14; On-street 80; and Off-Street 3 permanent and 35 part-time. The following table identifies the management officials of the City who are responsible for the operation of the parking System: ~ :ri.t.k Jose Garcia-Pedrosa City Manager Robert J. Nachlinger Finance Director Jack Lubin Executive Assistant to the City Manager/ Interim Parking System Director Operations Exoerience city Manager since May, 1995; Managing Partner, Tew, Garcia- Pedrosa & Beasley, 1990-1995; Partner, Tew Jorden & Schulte, 1984-1990; Miami City Attorney, 1982-1984; B.A., Harvard College; J.D., Harvard Law School. Finance Director since 1985; Finance Officer, City of Beaumont, Texas, 1979-1985; Treasurer, Dallas Independent School District, 1975-1979; Chief Accountant, Dallas County, Texas, 1970-1975; B.B.A. and M.B.A., East Texas state University. City of Miami Beach Executive Assistant to the City Manager/ Interim parking Director/ Interim City Clerk since 1994; Consultant to the City of Miami Beach City Manager 1993-1994; President, NPC Leasing Corp., Miami 1990-1993, V.P. Gen. Mgr. 1984-1990; V.P. Pa. Engring. Co. and subs., Miami 1984-1993; V.P., common officer, DWG and subs., Miami, 1984-1993; V.P. purchasing, construction facility services, DWG Corp., Miami, 1983-1993; Served to Lt. Col. U.s. Air Force, retired 1991; B.A. Public Adm., University of Florida. Parking meters are the main collection devices and the major portion of revenues are received from these meter operations. The city is currently in the process of converting all garages to ticket dispenser/card reader/cashier 17 operations. In addition, monthlY, semi-annual and annual parking permits enable permit holders with identification emblems to park within designated off-street parking locations. A limited number of spaces are also leased to private organizations when such an arrangement is practical from a financial and operating standpoint. Meter collections are normally done on a rotating five day basis by a private contractor retained by the city. The majority of the meters are collected on this five day basis while the active meters are collected more frequently. collections involve scheduling of routes, removing the meter coin hoxes, which remain locked upon removal, and depositing contents into a larger locked container for transport. The containers are then transferred to a secure central site, which offers the capability of close supervision, before they are unlocked. The collections are then procedurally counted and delivered to the system's bank depository. In a continuing effort to strengthen monetary controls, a modern, automated coin counting operation haS been established. The standard hours of parking enforcement are from 8,00 a.m. to either 6,00 p.m. or midnight, depending on location, daily. parkina Rates. ~-~treet MeterS' The rates at on-street meters are either $0.50 per hour or $1.00 per hour, depending on location. Similarly, time limits at the meters range from two hours to 12 hours, depending on rate and location. In general, the short-term meters are located to serve customers of nearby businesses and promote turnover of the parking spaces. The longer term meters serve employees and visitors to some beach areas. p.rkina Lot~' The rates at metered parking lots are $.50 or $1.00 per hour. The lower rates are generally at the long-term lots and the higher rateS at the short-term lots. When lots are used for special events, a flat rate of $4.00 is usually charged by a parking attendant at the entrance. One lot has an attendant with a $3.00 rate and a few lots have permit parking. uar.aes' Except for the garage at 13th Street and Collins Avenue, all of the garages have been operated in normal mode by meters and permits and with a flat fee on entry during special eventS. The meters have been a combination of short and long-term with rates of $1.00 and $0.50 per hour, respectively. The special event rate is usually $4.00. The rate at 13th street and Collins Avenue is $4.00 all day and $6.00 per day on weekends. All of the garages are being converted to cashier and card reader operation. The planned rates are $2.00 for the first hour and $1.00 each additional hour with a 24-hour maximum of $8.00. Access cards will range from $50.00 to $90.00 per month. 18 .._.._t.~h_..'",,, .. DEBT SERVICE SCHEDULE The table below shows the debt service payable on the Series 1996A Bonds. Year Ended September 30 Princioal Interest J:Qtli 1996 $ 510,000 $ 233,430 $ 743,430 1997 615,000 450,795 1,065,795 1998 640,000 429,885 1,069,885 1999 660,000 406,205 1,066,205 2000 685,000 381,125 1,066,125 2001 715,000 353,725 1,068,725 2002 740,000 324,410 1,064,410 2003 775,000 292,960 1,067,960 2004 810,000 258,860 1,068,860 2005 850,000 222,410 1,072,410 2006 880,000 183,310 1,063,310 2007 925,000 141,950 1,066,950 2008 975,000 97,550 1,072,550 2009 1. 015.000 50.750 1. 065.750 Total $10,795,000 $3,827,365 $14,622,365 HISTORICAL AND FORECASTED SCHEDULE OF NET REVENUE, DEBT SERVICE AND DEBT COVERAGE The information in the following table sets forth the historical and forecasted revenues, expenditures and debt service coverage of the parking System. The historical data have been developed from the audited financial statements of the City for the fiscal years ended September 30, 1990 through 1995. The revenues and expenditures for the fiscal years ended September 30, 1996 through September 30, 2000 have been projected by the City's Finance Department. 19 r ~ o o o N lol U H ~ lol tII E-o <Xl lol CI ~~1ol1 ~ E ~D ~ ~ ... .;~~o o f,l 0 '" ., :i:z;u~q <Xl f;l tl .., H E-t H 0 =' ~~~"",g H tJ r>l ... E-o :0: lol tII ,,- r..g;lil~ o rat w .JJ ><~ClPo E-o " H tII U ~ H ~ o E-o tII H III r.. o lol ..:l ~ ... o .... ... i ... Po " tII tn <l ." '" a ., ... ftl " >< ... ftl U ., ." .. CI lol E-o ~ lol ~ o r.. ~ H ~ o E-o tII H III ~I 00 OO~ ... \D "'''' ,.., \D ,.., 3 ~~ \D\D ,..,\D ,.., ~I r-~ r- \D '" ,..,\D ,.., ;\ ... "'~ \D '" '" 0 O\D ,.., ;\ ... OO~ 00 r- ... 00 o .,. ,.., ~ ;1 ;1 ~ ;1 ;1 r- r-~ .,. '" ,.., IJ) r- ... \D] 00 M o ,.., IJ) r- IJ)~ r- .,. IJ)OO .,.'" 00 IJ)~ .,. '" MN ... N ,.., ,..,~ .,. .,. .,. ,.., .,. N IJ) r-~ MOO 000 ... ,.., W .Q '" o fIl '" ... fIl 0 <: .... '" fIl Po " " >< ;J rl '" <: .Q fIl "ftl d) tJ > rl ;j ~ 4J .~ <: " 0: ftl ".. :> :> ... ..., ..; l1J::1 Q)-- o:uz OM <Xl .... '" 0 ... '" ...,.., .,. \DM 1J)r- "'0 ... ,.., N \D ... M M ,.., r- '" 0 00 IJ) .,. H .,. IJ)M \D r- 000 M IJ) ... H .,. \DM o r- \DO IJ)"" N '" IJ) o r- N'" \D"" N H '" '" N IJ) ,.., IJ) ... '" H H r- ,.., H H N ... M ... OH 00 r- N H H .,.", NM ,.., H \D 00 H NH 0'" o .,. M ,.., ,.., o N ,.., N OON .,. .,. ,.., H N ,.., '" " u u ,,., .,., :> :> ... ... " "'" '" ..., .Q " o ... o .... fIl '" ... 5,. ..... ~ .... <: -gg W..; fIl \D ftl '" U '" ~ H o fIl .... " 'd .,., <: ... '" ~ ~ ~ ;J ..., .~ s:: .... 0 IJ) ..., '" fIl '" " ,.., ~ rl ~ ~ ..... ""'0 u <: ..; ftl 00 00 rl IJ) ftl '" Po '" ,,., ,.., g .,., o ... N Po .<: e u ~ ... ,,., ftl >< :E ftl '0 e 2:l <: ftl 0 '0'0 ..., " ... lJJ g)J ~ .~ tn " g u :8 'E '" ~ ..., ..., ~.g &lCl <: ftl ..., e <: o " ... e .... ~ <: ~, " " ~o ..., " '" u ... <: '" ~ '" ,,., " .. ~ lJJ " . ~~ lU 'u '0 " <: .<: ftl ..., ~ 5 a ~ " ~ ~ ... '" ... lJJ 2 ~ fIl <: " " ... ~ ,~ '" ....og rl '" '" l) fIl ,,., '" ... ;J o <: ..., " lJJ :> ,,., " :I: ... '" tn '" " " :> o u '" u ,,., :> ... " '" ..., .Q " o ., u ... ;J o '" 20 ;:-ow LITIGATION There is no litigation or controversy of any nature now pending for which the City has received service of process or, to the actual knowledge of the City Attorney, thr~atened against the City which, in the opinion of the City Attorney, will have any material effect on the receipt of income to be collected or Revenues derived by the City from the Parking System. At the time of the delivery of the Series 1996A Bonds, the City will deliver a certificate to the effect that no litigation or other proceedings are pending for which the City has received service of process or, to the actual knowledge of the City Attorney, threatened against the City in any court or other tribunal of competent jurisdiction in any way (i) restraining or enjoining the issuance, sale or delivery of the Series 1996A Bonds or (ii) questioning or affecting the validity of said Series 1996A Bonds or any proceedings of the City taken with respect to the authorization, sale, execution or issuance of the Series 1996A aonds or of the pledge of any moneys or other security provided for the Series 1996A Bonds. TAX EXEMPTION In the opinion of Bond Counsel, under existing law, (i) the interest on the Series 1996A Bonds is excluded from gross income for federal income tax purposes under Section 103(a) of the Internal Revenue Code of 1986, as amended (the "Code"); (ii) interest on the Series 1996A Bonds is IlQ..t treated as an item of tax preference under Section 57 of the Code for purposes of the alternative minimum tax imposed on individuals and corporations, but may be subject to the corporate alternative minimum tax on a portion of such interest, as described below; and (iii) the Series 1996A Bonds and the income thereon are exempt from taxation under the laws of the State of Florida, except for estate taxes imposed by Chapter 198, Florida Statutes, as amended, and net income and franchise taxes imposed by Chapter 220, Florida Statutes, as amended, on interest, income or profits on debt obligations owned by "corporations," "banks" and "savings associations" as such terms are defined in said Chapter 220. Bond Counsel will express no opinion as to other tax consequences regarding the Series 1996A Bonds. The opinions on federal tax matters will be based on and will assume the accuracy of certain representations and certifications and compliance with certain covenants of the City to be contained in the transcript of proceedings and which are intended to evidence and assure the foregoing, including that the Series 1996A Bonds are and will remain obligations the interest on which is excluded from gross income for federal income tax purposes. Bond Counsel will not independently verify the accuracy of the certifications and representations made by the City. The Code prescribes a number of qualifications and conditions for the interest on state and local obligations to be and to remain excluded from gross income for federal income tax purposes, some of which, including provisions for potential payments by the City to the federal government, require future or continued compliance after issuance in order for the interest to be and to continue to be so excluded from the date of issuance. Noncompliance with these requirements by the City could cause the interest on the Series 1996A Bonds to 21 be included in gross income for federal income tax purposes and to be subject to federal income tax retroactively to the date of their issuance. The City will covenant to take actions required of it for the interest on the Series 1996A Bonds to be and remain excluded from gross income for federal income tax purposes, and not to take any actions that would adversely affect that exclusion. Under Code provisions applicable only to certain corporations (as defined for federal income tax purposes), 75\ of the excess of adjusted current earnings (which includes interest on all tax-exempt bonds, including the Series 1996A Bonds) over other alternative minimum taxable income is included in (i) alternative minimum taxable income which may be subject to a corporate alternative minimum tax, and (ii) modified alternative minimum taxable income which may be subject to an environmental tax for certain taxable years. In addition, interest on the Series 1996A Bonds may be subject to a branch profits ~~x imposed on certain foreign corporations doing business in the United States and to a tax imposed on excess net passive income of certain S corporations. Under the Code, the exclusion of interest from gross income for federal income tax 'purposes can have certain adverse federal income tax consequences on items of income or deductions for certain taxpayers, including among them financial institutions, certain insurance companies, recipients of Social Security and Railroad Retirement benefits, those that are deemed to incur or continue indebtedness to acquire or carry tax-exempt obligations and individuals otherwise eligible for the earned income credit. The applicability and extent of these or other tax consequences will depend upon the particular tax status or other tax items of the owner of the Series 1996A Bonds. Bond Counsel will express no opinion regarding such consequences. From time to time, there are legislative proposals in Congress which, if enacted, could alter or amend one or more of the federal income tax matters referred to herein or adversely affect the market value of the Series 1996A Bonds. It cannot be predicted whether or in what form any such proposal might be enacted or whether, if enacted, it would apply to obligations (such as the Series 1996A Bonds), issued prior to enactment. The discussion of tax matters in this Official Statement applies only in the case of purchasers of the Series 1996A Bonds at their original issuance and at the respective prices indicated on the cover. It does not address any other tax consequences, such as, among others, the consequence of the existence of any market discount to subsequent purchasers of the Series 1996A Bonds. ORIGINAL ISSUE DISCOUNT The Series 1996A Bonds maturing in the years 1999 and 2001 to and including 2008 (collectively, the "Discount Bonds"), have been offered and sold to the public at an original issue discount ("OlD"). OlD is the excess of the stated redemption price at maturity (original prinCipal amount) over the "issue price" of each Discount Bond. The issue price of a Discount Bond is the initial offering price to the public (other than to bond houses, brokers or similar persons acting in the capacity of underwriters or wholesalers) at which a substantial amount of the Discount Bonds of the same maturity are sold pursuant to that offering. For federal income tax purposes, OlD accrues to the owner of 22 a Discount Bond over the period to maturity based on the constant interest rate method, compounded semiannually (or over such shorter permitted compounding interval selected by the owner). With respect to a purchaser of a Discount Bond at its issue price in the initial offering, the portion of OID that accrues during the pe~iod that the purchaser owns the Discount Bond (i) is interest excludable from that purchaser's gross income for federal income tax purposes to the same extent and subject to the same considerations discussed above as to other interest on the Series 1996A Bonds, and (ii) is added to that purchaser's tax basis for purposes of determining gain or loss on the maturity, redemption, prior sale or other disposition of that Discount Bond. Owners of Series 1996A Bonds should consult their own tax advisers as to the d~termination for federal income tax purposes of the amount of OID accruable each year with respect to such Bonds and as to other federal tax consequences and the treatment of OID for state and local tax purposes. VERIFICATION OF MATHEMATICAL COMPUTATIONS The arithmetical accuracy of certain computations included in the schedules provided by Goldman, Sachs & Co. on behalf of the City relating to (a) computation of the adequacy of the maturing principal of and interest earned on the securities and cash deposited in the Escrow Fund to provide for the payment of the principal, interest and premium on the Prior Bonds, and (b) computation of the yields on the Series 1996A Bonds and the securities deposited in the Escrow Fund was examined by KPMG Peat Marwick LLP certified public accountants. Such computations were based solely upon assumptions and information supplied by Goldman, Sachs & Co. on behalf of the City. KPMG Peat Marwick LLP has restricted its procedures to examining the arithmetical accuracy of certain computations and has not made any study or evaluation of the assumptions and information upon which the computations are based and, accordingly, has not expressed an opinion on the data used, the reasonableness of the assumptions, or the achievability of future events. UNDERWRITING The Series 1996A Bonds are being purchased by the Underwriters, subject to certain terms and conditions set forth in the purchase contract between the City and the Underwriters, including the approval of certain legal matters by Bond Counsel and the existence of no material adverse change in the condition of the City or the Parking System from that set forth in the Official Statement. The Series 1996A Bonds are being purchased at a purchase price of $10,656,065.74 (representing a principal amount of $10,795,000.00 and an underwriters' discount of $84,522.36 and original issue discount of $54,411.90). The Series 1996A Bonds are offered for sale to the public at the prices or yields set forth on the cover page of this Official Statement. The Series 1996A Bonds may be offered and sold to certain dealers at prices lower than such offering prices, and such public offering prices may be changed from time to time by the Underwriters. 23 'l FINANCIAL ADVISOR Rauscher pierce Refsnes, Inc., Miami, Florida is serving as financial advisor to the City. FINANCIAL STATEMENTS The financial statements of the City's Parking System for the year ended September 30, 1995 included as Appendix B to this Official Statement have been audited by KPMG Peat Marwick LLP, independent auditors, as stated in their report appearing in Appendix C. RATINGS Moody's Investors Service, Inc. and Standard & Poor's Ratings Group, a division 0f McGraw-Hill, Inc., have assigned the Series 1996A Bonds the ratings of "Aaa" and "AAA", respectively, with the understanding that the standard policy of municipal bond insurance guaranteeing the timely payment of the principal of and interest on such Series 1996A Bonds, will be issued by Financial Security upon delivery of the Series 1996A Bonds. There is no assurance that such ratings will continue for any given period of time or that they will not be lowered or withdrawn entirely by the rating agencies, or any of them, if in their judgment, circumstances so warrant. A downward change in or withdrawal of such ratings, or any of them, may have an adverse effect on the market price of the Series 1996A Bonds. An explanation of the significance of the ratings can be received from the rating agencies. LEGAL MATTERS Certain legal matters incident to the authorization and issuance of the Series 1996A Bonds are subject to the approval of Squire, Sanders & Dempsey, Miami, Florida, Bond Counsel, whose approving opinion will be available at the time of delivery of the Series 1996A Bonds. The proposed form of such opinion is attached hereto as Appendix F. Certain legal matters will be passed upon for the Underwriters by Ruden, McClosky, Smith, Schuster & Russell, P.A., Miami, Florida and Dennis Scholl, P.A., Miami, Florida, Co-Counsel to the Underwriters. CONTINUING DISCLOSURE The City will covenant for the benefit of Bondholders to provide certain financial information and operating data relating to the City and the Parking System not later than 240 days following the end of each Fiscal Year (the "Annual Report"), and to provide, or cause to be provided, notices of the occurrence of certain enumerated events, if deemed by the City to be material. The Annual Report will be filed by the City with each Nationally Recognized Municipal Securities Information Repository and with any state information depository with which filings are required to be made by the City. The notices of material events will be filed by the City with the Municipal Securities Rulemaking Board or each Nationally Recognized Municipal Securities Information Repository and with any state information depository with which filings are required to be made by the City. The specific nature of the information to be contained in the Annual Report or the notices of material events is contained in "APPENDIX D - 24 ,.. continuing Disclosure Commitment." These covenants have been made in order to assist the Underwriters in complying with S.E.C. Rule 15c2-12(b) (5). MISCELLANEOUS All of the summaries or portions of the Bond Resolution and the Parking System's operating records are made subject to all of the detailed provisions of such documents, to which reference is hereby made for further information. The foregoing summaries do not purport to be complete statements of any of the provisions of such documents. CERTIFICATE CONCERNING THE OFFICIAL STATEMENT Concurrently with the delivery of the Series 1996A Bonds, the city will furnish its certificate, executed by the Mayor, to the effect that, to the best of his knowledge, this Official Statement as of its date and as of the date of the delivery of the Series 1996A Bonds, does not contain an untrue statement of a material fact and does not omit any material fact which should be included therein for the purpose for which the Official statement is to be used, or which is necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading. This Official Statement has been duly executed and delivered by the Mayor, the City Manager and the City Clerk of City of Miami Beach, Florida CITY A~;6L~~~ City Clerk FORM APPROVED , Leg~ By AAI . Date '5- / ~~ ,-' 25 [THIS PAGE INTENTIONALLY LEFf BLANK) r - ._,_.~-,",,-,._.....- ~.,-_..~..-.",,~..,,-,-'..- - APPENDIX A GENERAL INFORMATION REGARDING THE CITY OF MIAMI BEACH AND DADE COUNTY, FLORIDA The following information pertaining to the City of Miami Beach, Florida (the "City") and Dade County, Florida (the "County") is set forth for purposes of background only. The Series 1996A Bonds are payable only from Net Revenues of the Parking System, as described in this Official Statement. The Series 1996A Bonds do not constitute a debt, liability or obligation or a pledge of the faith, credit or taxing power of the City, County, the State of Florida, or any political subdivision thereof. INTRODUCTION The City comprises seven square miles ofland area and ten square miles of Biscayne Bay. The climate is tropical with an average annual temperature of75 degrees fahrenheit, 24 degrees Celsius. The City is the home of the Art Deco Historic District consisting of one of the greatest concentrations of this style of architecture in the United States. Within this Historic District is the world famouS Ocean Drive, which has been called the "Riviera" of Florida. The economy of the area is based on tourism. For fiscal year 1995, room rents, food and beverage sales accounted for an estimated $500 million in sales in the City. The population demographics of the City have drastically changed over the last fifteen years. In the 1980 Census the average age ofthe population was 65.3 years old. In the 1990 Census the average age had declined to 44.5 and 1995 estimates place it at 44 years old. The City is a group of islands between Biscayne Bay and the Atlantic Ocean and is connected to the mainland by four causeways. The County is the largest county in the southeastern United States in termS of population and one of the largest in termS of land area. The County consists of 2,042 square miles of land area. The population is mainly clustered along the coast with the western area of the County covering a part of the I'verglades. There are numerous incorporated municipalities in the Connty which include Miami, Hialeah and Coral Gables, along with the City.. POPULATION The U. S. Bureau of the Census estimated the population of the City at 95,160 as of April I, 1994. According to estimates of the City's Department of I'conomic and Community Development, the population is expected to increase to 95,881 by the year 2000 based on Census information. The County's population, as estimated by the Metro-Dade County Planning Department, was 1,990,445 for 1994 and they estimate growth to 2,260,000 by 2000. A-l Year 1970 1980 1990 2000 2010 Source: A2e Group 00-14 15-24 25-44 45-64 65-74 75+ ...... Population Projections, City of Miami Beach and Dade County 1970 - 2010 City of Miami Beach 87,072 (1) 96,298 (1) 92,639 (1) 95,881 (2) 98,757 (2) (1) U. S. Census (2) City Department of Economic Development (3) Metro-Dade Planning Department Percent Chan2e Dade County 1,267,800 (1) 1,625,598 (l) 1,937,094 (1) 2,260,000 (3) 2,557,000 (3) Percent Chan2e 10.6% (3.8)% 3.5% 3.0% 28.2% 19.2% 16.7% 13.1% Population Breakdown by A2e. City of Miami Beach. 1980 - 2000 1980 6.5% 7.2% 13.7% 22.0% 24.4% 26.2% 12.2!! 12.0% 9.8% 28.8% 19,3% 11.5% 18.6% ~ 20.6% 8.2% 21.5% 23.2% 10.4% 16.2% Median Age: 65.3 44.5 Source: Metro-Dade County Planning Department 43.7 GOVERNMENT The Miami Beach Redevelopment Agency is governed by a seven member Board of Directors. The Chairman of the Board is the Mayor of the City and the other six members of the Board are the elected Commissioners of the City. The Board appoints the Executive Director and the General Counsel to the Agency who are respectively the City Manager and the City Attorney. The Board establishes policies which are carried out by the Administration of the Agency. The City of Miami Beach is organized under the Commission-City Manager form of government. The governing body is an elected City Commission of six members and an elected Mayor. The City Commission set policy for the administration of the City and appoints a City Manager and a City Attorney. The City Attorney appoints his staff and the City Manager is responsible for the appointment of the balance of the employees of the City. The City Commissioners are elected to staggered four year terms and the Mayor is elected every two years. Both the City Attorney and the City Manager serve at the pleasure of the City Commission. The City Manager carries out the A-2 v: - II!! .. + _'C~' ".......,...""......._,._,_..........-_.~"..."'.. ".-., ,........,..........,,.....If,..:~._.,...... ..,,,..~.,,'-~.,~,..,,.."-.,-' . .._'" .." -A nil" policies of the City Commission, directs the operations of the City and, with the exception of the City Attorney's office, has the power to appoint or remove all heads of the various Departments. CERT AIN CITY STAFF MEMBERS Jpse Garcia-Pedrosa. City Manager Appointed City Manager May 18, 1995; Managing Partner, T cw, Garcia-pedrosa & Beasley, 1990 - 1995; partner, Tew, Jorden & Schulte, 1984 - 1990; Miami City Attorney, 1982 - 1984 Education: Harvard College, B. A.; Harvard Law School, J. D. Harry Mavroeenes. Asst. City Manager Appointed Assistant City Manager in 1993; Director of Development, Design and Historic Preservation, 1990 _ 1993; Downtown Plan coordinator, San Jose Redevelopment Agency, 1985- 1990; Principal Planner, San Jose Redevelopment Agency, 1980 - 1985 Education: San Jose State University, B. A. , Urban Planning Rpbert Nachlineer. City Finance Director Finance Director , City of Miami Beach, November, 1985; Finance Director, City of Beaumont, Texas, 1979- I 98 5; Treasurer, Dallas Independent School District, 1975-1979; Chief Accountant, Dallas County, Texas, 1970-1975 Education: East Texas S1ate University, B. B. A. and M. B. A. with Accounting and Finance Majors Certification: Certified Public Accountant, 1975 stem Direc r City of Miami Beach Executive Assistant to the City Manager/Interim Parking Directorllnterim City Clerk since 1994; Consultant to the City of Miami Beach City Manager 1993-1994; President, NPC Leasing Corp., Miami 1990-1993, V .P. General Manager 1984-1990; V .P. Pennsylvania Engineering Company and subsidiaries, Miami 1984-1993; V .P., common officer, D W G and subsidiaries, Miami, 1984- I 993; V.P. purchasing, construction facility services, DWG Corp., Miami, 1983-1993; Served to Lt. Col. U.S. Air Force, retired 1991. Education: University of Florida, B.A. Public Administration A-3 1111 SCOPE OF SERVICES The services that the Agency provides are limited to the elimination of the conditions of slum and blight within its redevelopment areas. Its permitted activities are limited in scope and established pursuant to Florida law. The City provides a full range of municipal services, including police, fire, parks, water, sewer, sanitation, streets and zoning. The City is continuing a process of "rightsizing", a process of adjusting the size of the government to the needs of the community. As a result of this process, the number of Departments has been reduced from twenty to twelve. The total workforce has remained approximately the same at 1,400; however, significant shifts have occurred in the personnel assigned to various activities. ECONOMIC AND DEMOGRAPHIC DATA INCOME The mean family income for Miami Beach increased by almost 92 percent, from $23,324 in 1980 to $44,738 in 1990. This compares well to growth rates experienced by Dade County, which experienced mean family growth rates of approximately 59 percent. In 1990, the mean family income for Miami Beach exceeded that of Dade County by 18 percent, while in 1980, they were almost even. MEAN FAMILY INCOMES 1980 -199Q ill!! ill.Q % CHANGE Miami Beach $23,324 $44,738 91.8% Dade County $23,846 $37,903 58.9% Source: U. S. Bureau of the Census, 1980 and 1990 A-4 . .._,-_.....,.....,.""'~..,."', ,..~._,.._,._., .."'..........,,_...._......"'.-~ ...-.---..'-- Per Capita Personal Income (Current Dollars) 1980 - 1992 Dade County Florida United States Current Percent Current Percent Current Year Dollars of U. S. Dollars. ~f U. S. Dollars 1980 9,541 100.5 9,245 94.4 9,494 1981 10,704 101.5 10,386 98.5 10,544 1982 ,11,327 101.9 10,966 98.7 11,113 1983 12,027 103.0 11,633 99.6 11 ,681 1984 13,249 103.7 12.773 100.0 12,772 1985 13,992 100.6 13,898 99.9 13,910 1986 14,863 101.5 14,630 99.9 14,639 1987 15,689 101.3 15,584 100.6 15,484 1988 16,874 102.3 16,607 100.7 16,491 1989 17,963 101.7 17,715 1 00.4 17,594 1990 17,823 95.3 18,539 99.2 18,696 1991 18,252 95.6 18,985 99.4 19,091 1992 17,340 86.2 19,797 98.5 20,105 Source: Dade County, Beacon Council EMPLOYMENT Employment figures by type of employment are not currently available for individual cities. They are only available at the county and state levels. City of Miami Beach Employment 1991 - 1994 1991 1992 ~ 1994 Labor Force Employed 38,618 38,355 39,600 40,150 Labor Force Unemployed 4,415 5,040 3,917 4,112 Total Labor Force 43,033 43,395 43,517 44,262 Unemployment Rate 10.3% 11.6% 9.0% 9.3% Source: Florida Department of Labor A-5 Rank Employer Major Employers on Miami Beach I. Mount Sinai Medical Center 2. City of Miami Beach 3. Fountainbleu Hilton 4. Miami Heart Institute 5. South Shore Hospital 6. DWG Corporation 7. Doral on the Beach 8. Eden Roc Resort & Spa 9. Alexander Hotel 10. Shawnee Beach Resort Source: Personnel Divisions of Companies Service Number Emplo}:l Hospital Government Hotel Hospital Hospital Diversified Ind. Hotel Hotel Hotel Hotel Ten Largest Public and Private Employers Located in Dade County Public Employers Dade County Public Schools Metropolitan Dade County Federal Agencies State of Florida Agencies Jackson Memorial Hospital City of Miami Veterans Affairs Medical Center Miami-Dade Community College Florida International University City of Hialeah 29,720 28,000 18,100 16,000 7,244 3,414 2,710 2,672 2,627 1,600 Private Employerli American Airlines University of Miami Southern Bell BellSouth T eleconullunications Florida Power and Light Burdines Department Stores IHCA Health Care Corp. Kmart Publix Supermarkets Winn Dixie Stores Source: The Beacon Council, Miami Business Profile, 1994 A-6 2,800 1,569 1,172 890 873 600 400 375 230 200 8,200 7,219 5,798 5,100 4,122 3,400 3,080 3,000 3,000 2,866 ~. . "."._,.--"'-'--~"~-'-"""-~' '. .,~..,- ,~. .,,_...-,.'.., ~-," .,..,......~.,..-".._,.- ..,~........~ ~ T f .. _n'1" ...."'l'"<....",....."..."....' ,,,,_. BUILDING PERMITS City of Miami Beach, Florida V alue of Building Permits Issued Calendar Years 1983 - 1995 Year New Construction Additions. Rehabilitations. Etc Jotal Value 1983 $ 36,663,625 $ 23,052,215 $ 59,715,840 1984 11,897,784 28,587,383 40,485,167 1985 47,508,992 17,736,022 65,245,014 1986 6,593,335 19,026,892 25,620,227 1987 3,804,616 69,897,353 73,701,969 1988 17,835,490 36,334,701 54,170,191 1989 55,422,320 51,804,525 107,226,845 1990 62,594,905 34,366,872 96,961,777 1991 32,863,120 40,545,996 73,409,116 1992 9,544,515 40,398,741 49,943,256 1993 150,549,661 81,156,235 231,705,896 1994 91,566,442 68,358,627 159,925,069 1995* 177 ,248,900 37,551,554 214,800,454 Source: City Building Department * _ Nine Months through September, 1995 A-7 - City of Miami Beach, Florida Direct and Overlapping Tax Rates ($1 per $1,000 of Assessed Value) For Tax Years 1983 Through 1996 Tax General Service City School Year (1) Fund Funds Total District County Other Total 1983 7.480 2.170 9.650 6.500 5.726 0.384 22.260 1984 7.570 2.080 9.650 7.200 6.297 0.399 23.546 1985 8.554 3.648 12.202 7.360 7.059 0.427 27.048 1986 8.554 4.005 12.559 7.316 8.768 0.439 29.082 1987 9.666 4.005 13.671 7.558 8.579 0.513 30.321 1988 9.966 3.705 13.671 7.551 8.965 0.564 30.751 1989 9.966 3.705 13.671 7.693 8.213 0.587 30.164 1990 9.966 3.705 13.671 9.001 7.368 0.602 30.642 1991 9.966 3.200 13.166 9.104 7.368 0.600 30.238 1992 9.743 2.200 1 I .943 9.528 8.795 0.599 30.865 1993 9.302 2.545 11.847 9.923 9.236 0.648 31.654 1994 8.238 2.311 10.549 10.266 9.202 0.652 30.669 1995 7.143 2.039 9.182 10.345 9.214 0.696 29.437 1996 7.499 1.862 9.361 10.389 7.946 0.687 28.383 (1) Assessments as of January I of the year listed; bills mailed in October of that year; taxes become delinquent at the end of April of the subsequent year. Source: City of Miami Beach, Comprehensive Annual Financial Report; City of Miami Beach; Adopted Budget 1995/96 Fiscal Year; Dade County Tax Collector A-a .......... City of Miami Beach, Florida Property Tax Levies and Collections Fiscal Years 1983 - 1995 (Tax Years 1982 - 1994) Assessed Valuations Total Tax Including Excluding Total Collected Percent Year(l) Homesteads Homesteads Tax Levy in Year (2) Collected 1982 $3,915,166,153 $3,174,249,255 $ 30,631,505 $ 30,481,087 99.5% 1983 4,020,957,209 3,244,369,197 30,948,029 30,948,029 98.9 1984 3,932,920,] 02 3,153,518,358 38,479,231 36,589,073 95.1 1985 3,870,883,186 3,097,123,808 38,896,778 37,682,843 96.9 1986 3,751,470,889 3,001,176,711 41,029,091 40,776,251 99.4 1987 3,617,648,031 3,009,079,061 41,137,120 41, I 00,41 0 99.9 1988 3,786,641,043 3, 105,045,655 42,449,079 41,266,273 97.2 1989 3,939,311,340 3,269,628,413 44,699,090 43,872,953 98.1 1990 4,376,417,088 3,632,426,183 47,824,523 46,497,571 97.2 1991 4,654,936,873 3,863,597,605 46,142,946 45,196,736 97.9 1992 4,726,911,403 3,932,985,608 45,610,535 46,102,609 101.1 ]993 5,354,688,618 4,444,391,552 45,477,364 45,933,970 101.0 1994 6,238,235,311 5,286,640, 108 48,541,929 46,726,040 96.3 (1) Assessments as of January 1 of the year listed; bills mailed in October of that year; taxes become delinquent at the end of April of the subsequent year. (2) Actual collections of current and delinquent Real and Personal Property Taxes. (3) Assessments are at 100% offair market value. Source: City of Miami Beach, Comprehensive Annual Financial Report A-9 -- City of Miami Beach Ten Largest Taxpayers 1995 Real Property Owner Type of Property Assessed V alue Hotelerama Hotel $ 114,000,000 Roney Plaza Associates, Ltd. Apartments 48,500,000 Richard and Allen Morton Trs. et al Apartments 39,378,298 Suncoast Towers East Inc. Apartments 31,010,000 Tri-County Community Hospitals Hospital 25,800,000 OBR Limited Hotel 21,100,500 Miami Beach Healthcare Group Hospital 17,745,000 5600 Collins Corp. Apartments 17,424,000 Suncoast Towers South Assoc. Apartments 17,000,000 Forte Towers South Inc. Apartments 15.137.844 Total (representing 6.6% of total assessed valuation) $ 347.095.642 Source: Metropolitan Dade County; Department of Property Appraisal; City of Miami Beach Valuation Roll A-IO - ...---.....-..-.. _..~ ..-.. ._......._.._..---~_.,~-_.__.--------._-'------- FILM AND PRINT INDUSTRY The film and print industry has become an important part of the Miami Beach economy. This industry has spent approximately $50 million a year in the City for the production of movies and fashion photographs. Along with this industry, the necessary support infrastructure of talent and model agencies has drawn numerous international agencies to the City. Film and Print Industry Permits Issued and Production Budgets For the Five Years 1990 - 1994 Year Permits Issued Production Budgets 1990 1991 1992 1993 1994 1,281 1,604 1,901 1,871 1,827 $ 57,111,250 43,570,250 49,547,200 59,119,950 52,363,600 Source: City of Miami Beach, Office of Public Information, Film and Print Division CONVENTION AND MEETING ACTIVITY As well as the leisure traveler, Dade County and the Miami Beach Convention Center host a large number of conventions each year. Dade County Convention Activity for the Eight Years ended December 31, 1994 Year Number of Conventions Number of Delegates Number of Room Nights 1987 1988 1989 1990 1991 1992 1993 1994 425 475 515 525 500 525 550 N/A 475,000 546,000 600,000 650,000 620,000 680,000 704,000 857,578 1,176,000 1,380,000 1,500,000 1,750,000 1,674,000 1,850,000 1,970,000 2,401,218 Source: Greater Miami Convention and Visitor's Bureau ~ A-ll Total Expenditures $285,000,000 368,400,000 405,300,000 439,000,000 428,000,000 469,404,000 485,971,200 600,304,600 J TOURISM AND VISITOR ACTIVITY DOMESTIC AND INTERNATIONAL OVERNIGHT VISITORS DADE COUNTY 1993 - 1994 ORIGIN 1994 1993 Latin America: Caribbean 900,600 825,300 Central America 719,800 700,200 South America 1.937.400 1.879.100 Total Latin America 3,557,800 3,404,600 Europe: England 201,200 261,500 Germany 158,200 370,100 Other Europe 579.700 538.20Q Total Europe 939,100 1,252,600 Canada 406,200 596,800 Other International 125.600 147.40Q Total International 5,028,700 5,40 I ,400 Total Domestic 3.728.600 3.453.300 Total Overnight 8,757,300 8,854,700 Expenditures: Domestic $2,513,470,000 $2,622,816,000 International 4.402.705.00Q 4.802.167 .OOQ Total Expenditures $6,916,175,000 $7,424,983,000 OVERNIGHT VISITORS BY REGION* Miami Beach Downtown Miami North Dade Airport Area South Dade Grove/Gables/Key Biscayne Other 32.9% 15.1% 18.4% 17.3% 8.7% 6.2% 1.4% *Note: Based on a random sampling provided by Strategy Research Corp. Source: Strategy Research Corporation A-12 - ~.- Transportation The City is located within two hours by air from the major population centers of the northeastern United States and is also at the terminus of a highway network. The Port of Miami has become the world's largest passenger port. Embarkations and debarkations on cruise ships have grown to 2.928 million in 1991 from 1.567 million in 1981, an average compound growth rate of 6.5% per year. The Port estimates that more than 80% of these cruise ship passengers arrive and depart Miami by air. The Port specializes in trailer and container cargo. From 1988 to 1995, the total cargo handled increased from 2.6 million tons to over 5.8 million tons, an increase of 223%. The Port has become the nation's leading export port to Latin America and the Caribbean. The summary of the growth in passengers and cargo for the previous five years is presented below: PASSENGERS AND CARGO HANDLED BY PORT OF MIAMI 1988-1995 Year Ended September 30. Cruise Passengers Cargo (in tons) 1988 1989 1990 1991 1992 1993 1994 1995 2,502,411 3,100,055 2,734,816 2,928,532 3,095,487 3,157,130 2,967,081 2,974,703 2,602,556 3,206,417 3,590,937 3,882,284 4,596,481 5,198,293 5,574,252 5,840,815 Source: Dade County Seaport Department Five separate airports owned and operated by Dade County are within easy reach of the City. Miami International Airport ranks 8th in the nation and 11 th in the world in the number of passengers using its facilities. It ranks fourth in the nation and sixth in the world in the movements of domestic and international air cargo. In 1995 the airport served 26.4 million passengers and handled over 2 billion pounds of cargo. Statistics from 1988 are presented below: A-13 .1 PASSENGERS AND CARGO HANDLED BY MIAMI INTERNATIONAL AIRPORT 1988-1994 Year Ended September 30... Passengers (In Thousands) Cargo (in tons) 1988 1989 1990 1991 1992 1993 1994 1995 24,210 23,422 25,294 26,709 26,125 28,246 29,351 773,599 869,612 945,773 951,328 1,073,429 1,215,553 1,402,979 Source: Dade County Aviation Department RECREATION There are numerous parks and playgrounds in the City of Miami Beach. Each park provides different amenities, from tennis and bocci a courts to swimming pools and tot lots, to Vita courses and barbecue pits. There are four Vita courses, two swimming pools, and numerous tennis courts, including the Abel Holtz Tennis Stadium which houses championship, professional and amateur tournaments. Offshore, the Gulf stream provides a variety of game fish, while the Miami Beach Marian provides an: abundance of space to house boats as well as direct access to the Atlantic Ocean and Gulf stream. The Marina is a private development on City owned bay front land in the South Pointe area. Renovation has increased the number of boat slips to 388 making the Marina the largest in the area and a first class facility. In the north part of the City, the public can eJ1joy a leisurely sail in the quiet waters ofBiscayne Bay from the Miami Beach Sai/port. The facility, thnugh open to all ages, was specially designed to teach young adults the basic art of sailing on small prams. The City owns two championship golf courses and one Par 3 course that are open to the public. The two championship courses, Bayshore and Normandy, offer a clubhouse complete with a restaurant, lounge and pro shop. A-14 F .... APPENDIX B Financial Statements of the City's Parking System [TillS PAGE INTENTIONALLY LEFT BLANK] rl-. .. KPMG,Peat Marwick Certified Public Accountants CITY OF MIAMI BEACH, FLORIDA PARKING SYSTEM FUND Financial Statements September 30, 1995 (With Independent Auditors' Report Thereon) I [THIS PAGE INTENTIONALLY LEPf BLANK] , ~ ..! ......~-..... ..'''~~~..__._..._~-: - . .".'-'"'~_~_W_"'~~'__""'_'" Yo' _"0'0 _.'. _ , ""1" KPMG,: Peat Marwick LLP One Biscayne Tower Suite 2900 2 South Biscayne Boulevard Miami, FL 33131 Telephone 305 358 2300 Telefax 305 577 0544 Independent Auditors' Report Honorable Mayor and City Commissioners City of Miami Beach, Florida: We have audited the accompanying balance sheet of the Parking System Fund of the City of Miami Beach, Florida. as of and for the year ended September 30, 1995, and the related state- ments of revenue, expenses and changes in retained earnings, and cash flows for the year then ended. These financial statements are the responsibility of the City of Miami Beach, Florida's management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with generally accepted auditing standards. Those stan- dan!s require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by manage- ment, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. As discussed in note 1, the financial statements present only the Parking System Fund and are not intended to present fairly the financial position of the City of Miami Beach, Florida, and the results of its operations and cash flows of its proprietary fund types in conformity with generally accepted accounting principles. In our opinion, the financial statements referred to above present fairly, in all material respects, the fmancial position of the Parking System Fund of the City of Miami Beach, Florida, as of September 30, 1995, and the results of its operations and its cash flows for the year then ended in conformity with generally accepted accounting principles. K?.<-!~ ?---J~~ t..LF November 10, 1995 CITY OF MIAMI BEACH, FWRIDA PARKING SYSTEM FUND Balance Sheet September 30, 1995 Assets Current assets: Cash and investments (note 2) $ 6,048,150 Receivables, net of allowance for uncollectibles of $29,278 97,619 Accrued interest receivable 71.926 Total current assets 6,217,695 Restricted assets: Cash and investments (note 2) 2,645,800 Property, plant and equipment., net (note 3) 22.816.049 Total assets $ 31.679,544 Liabilities and Fund EQuity Current liabilities: Accounts payable 287,492 Accrued expenses 135,029 Current maturities of bonds payable (note 5) 420,000 Compensated absences payable 146,586 Due to other governments 11,176 Revenues collected in advance 183.041 Total current liabilities 1,183,324 Noncurrent liabilities: Long-tenn manuities of bonds payable (note 5) 9.260.000 Total liabilities 1 0.443.324 Commitments and contingencies Fund equity: Contributed capital (note 6) 6.264.547 Retained earnings: Reserved (note 6) 2,645,800 Unreserved 12.325.873 Total retained earnings 14.971.673 Total fund equity 21.236.220 Total liabilities and fund equity $ 31,679,544 See accompanying notes to financial statements. II- ___ . . ......_..l_____..........",,..1Ioi nn or 'tor any CITY OF MIAMI BEACH, FLORIDA PARKING SYSTEM FUND Statement of Revenue, Expenses and Changes in Retained Earnings For the year ended September 30, 1995 Operating revenue: $ 3,396,939 Charges for services Pennits, rentals and other 3.382.549 Total operating revenue 6.779.488 Operating expenses: Personal services 2,376,699 Operating supplies 179,750 Contraetu.al services 1,234,295 Utilities 256,319 Internal charges 479,506 Depreciation 736.982 Total operating expenses 5.263.551 Operating income 1.515.937 Nonoperating revenue (expenses): Interest income 366,884 Interest and fiscal charges (742,232) Administrative fees (152,098) Disposal of assets 484 Total nonoperating expenses (526.962) Income before operating transfers 988,975 Operating transfers 607.000 Net income 1,595,975 Retained earnings at beginning of year 13,208,047 Depreciation of contributed assets 173,946 Residual equity transfer (6.295) Retained earnings at end of year $ 14,971.673 See accompanying notes to financial statements. . '-"'--.'---."- - -_._._-~---.- :~--, CITY OF M1AMI BEACH. FLORIDA PARKlNG SYSTEM FUND Statement or Cash Flows For the year ended September 30, 1995 Operating activities; Operating income Adjustments to reconcile operating income to net cash provided by operating activities: Depreciation Disposal of assets Olanges in operating assets and liabilities: . Increase in receivables, net Decrease in accrued interest receivable Increase in accounts payable and accrued expenses Increase in compensated absences payable Increase in due to other governments Decrease in revenues collected in advance Net cash provided by operating activities Noncapital financing activities: Administrative fees Operating transfers Net cash provided by noncapital fmancing activities Capital and related financing activities; Acquisition and construction of capital assets Principal payments on bonds payable Interest and fiscal charges on bonds payable Contributions Net cash used in capital and related financing activities $ 1,515,937 736,982 (484) (66,533) 3,595 66,173 39,187 3,189 (57.522.} 2.240.51 Z (152,098) 607.000 454.9lU (852,836) (400,000) (742,232) 4.518 (1.990.55Q) 881,625 366.884 1.248.502 1,953,378 2.700.088 $ 4,653,466 f I Investing activities; Net Proceeds from the sale of investments Receipts of interest on investments Net cash provided by investing activities Net decrease in cash and investments Cash and cash equivalents at beginning of year (including $1,260,630 in restricted assets) Cash and cash equivalents at end of year (including $1,499,300 in restricted assets) See accompanying notes to financial statements. Il -. ---.... . .....----."._..~...... .....r cfny anv - - CITY OF MIAMI BEACH, FLORIDA PARKING SYSTEM FUND Notes to Financial Statements September 30, 1995 ( 1 )- Su..uary oj Significant Accounting Policies The accompanying financial statements of the Parking System Fund (the "Fund") of the City of Miami Beach, Florida (the "City") have been prepared in accordance with generally accepted accounting principles as applicable to government units. This summary of the City's significant accounting policies for the Fund is presented to assist the reader in interpreting the financial statements and other data in this report. These policies are considered essential and should be read in conjunction with the accompanying fmandal statements. (a) Reporting Entity The City is a political subdivision of the state of Florida, located in Dade county in the southeast portion of the state. The City is a full service city, providing its citizens with a full complement of municipal services. In addition, the City owns and operates five enterprise funds: stonn water utility, water and sewer, parking system, sanitation and convention center complex. The Parking System Fund's operations are accounted for as an enterprise fund of the City of Miami Beach, Florida. An enterprise fund is used to account for operations (a) that are fmanced and operated in a manner similar to private business enterprises - where the intent of the governing body is that the costs (expenses, including depreciation) of providing goods or services to the general public on a continuing basis be financed or recovered primarily through user charges; or (b) where the governing body has decided that periodic detennination of revenue earned, expenses incurred and/or net income is appropriate for capital maintenance, public policy, management control, accountability or other purposes. This report includes only financial statements for the Parking System Fund. (b) Measurement Focus and Basis oj Accounting - Proprietary Fund The Parking System Fund is accounted for on the flow of economic resources measure- ment focus and uses the accrual basis of accounting. Under this method, revenues are recorded when earned and expenses are recorded at the time liabilities are incurred. The focus of the Parking System Fund measurement is upon detennination of net income, financial position and cash flows. The generally accepted accounting principles utilized for these funds are similar to those used by businesses in the private sector. The Parking System Fund applies all applicable FASB pronouncements issued on or before November 30, 1989, in accounting and reporting for its operations. In accordance with Government Accounting Standards, the Parking System Fund has elected not to apply FASB pronouncements issued after that date. . - 2 - CITY OF MIAMI BEACH, FLORIDA PARKING SYSTEM FUND Notes to Financial Statements (c) Cash and Investments The Fund's invesbnents and equity in cash clearing are held in cash deposits, cenificates of depoSil, savings depoSits, U.S. Treaswy Obligations and repun:hase agreements. The invesbnents are stated al COSI which approximales market. For purposes of the statement of cash /Jows, cash equivalents means shon-term, highlY-liquid invesbnents with an original maturity of three months or Jess. (d) Receivables Receivables consist Primarily of amounts due from Customers for parlcing permits. The Fund evaluates the receivables periodically and generally does nor require collateral. The Fund maintains an allowance for doubtful accounts at a level which the Fund believes is sufficient to Cover potential credit losses. (e) Restricted Assets CeItain Proceeds of the Parking Fund Revenue Bonds, as well as ceItain resources set aside for their repayment, are classified as restricted assets on the balance shee, because their use is limited by applicable bond covenants. (f) Property, Plant and Equipment AIl fixed assets are recorded at historical cost or estimated historicaJ COSI if actual COSt is DOl available. Donated fixed assets are valued al their fair market value on the dare donated. Depreciation of all exhaustible fixed assets used by the Fund is chllIlled as an expense against operalions. Accumulared depreciation is reponed on Ihe balance sheet. Depreciation has been provided OVer the estimated useful lives using the straight-line method. TI1e estimated useful lives are as follows: Garages and improvements Parking Jot~ Meters Machinery, equipment, furniture and fix tures 10 to 30 years 30 years 10 years 5 to 15 years (g) Compensated Absences The City accounts for compensaled absences by accruing a liabilily for employees' compensation for futun: absences aCCording to the guidelines of Governmental AccOUnling Slandards Board ("GASB") Slatemenl No. 16, ACCOUnting for Compensated Absem:es. The City's vacation and sick leave policies granl a specific number of days of vacation and sick leave with pay. In addition, these policies provide for paying a regular employee, afler a six-month probationary period, for accumulated, (Continued) , ,....-..,. ,.'...',. ,...~--_. '...-......,..--.,.... -..- - 3 - CITY OF MIAMI BEACH, FLORIDA PARKING SYSTEM FUND Notes to Financial Statements j: unused vacation and sick leave upon tennination up to a maximum of 2,088 hours. For certain employees, sick pay to be paid upon tennination is limited to a maximum of one- half of the amount accumulated. These hours are payable at the employee's current pay rate. (h) Retained Earnings Reserved (per revenue bond indenture) is the accumulation of proceeds of a revenue bond held by a trustee for specific improvements. Unreserved is the ponion of equity , that is available for any lawful use by the Fund. (i) lrater!und Transactions Transfers - all interfund transactions except advances. quasi-external transactions and reimbursements are accounted for as transfers. Nonrecurring or nonroutine transfers of equity between funds are considered residual or capital equity transfers. All other inter- fund transactions are treated as operating transfers. (2) Cash and Investments The City maintains cash and investment pools that are available for use by all funds. Interest earned by these pools is distributed to each fund monthly based on weekly balances. The deposits at September 30, 1995 were entirely covered by either federal depository insurance, a collateral pool held by the state treasurer for the benefit of all public deposits. in Florida, or by collateral held in the name of the City. The City has adopted an ordinance designating the investments which are allowable for its cash management activities. The authorized investments include direct U.S. Treasury obliga- tions. bankers acceptances, certificates of deposit or time deposits, state or municipal obliga- tions, commercial paper, and repurchase agreements. The Fund's investments presented in the accompanying financial statements are summarized and categorized under Governmental Accounting Standards Board Statement No.3, Deposits with Financial Institutions, Investments (Including Repurchase Agreements), and Reverse Repurchase Agreements, guidelines as follows to give an indication of the level of risk assumed by the Fund at September 30, 1995: Category Carrying Market 1 2 3 amount value Repurchase agreements $ 4,650.131 4,650,131 4,650,131 U.S. government obli- gations 4.040.485 4.040.485 4.109.380 $ 8.690.616 8.690.616 8.759.511 (Continued) - 4- CITY OF MIAMI BEACH, FLoRIDA PARKING SYSTEM FUND Notes to Financial Statements Category I includes invesbnents that are insured or regiStered or for which the securities, held by the City/Fund or its agen' in the City'S/Fund's name. Category 2 includes uninsur and unregistered invesbnents for which the securi'ies are held by the counterpany'S tn department or agent in the City's/Fund's name. Category 3 includes uninSUred 8J unregistered invesbnents for which the securities are held by the counterpany in II City'S/Fund's name or held by the counterpany'S trust department or agen" but not in If name of the CitylFund. (3) Fixed Assets Fixed assets, a, carrying value, consisted of the follOwing a, Septem ber 30, 1995, Land Garages and improvements Parking lots Meters Machinery, equipment, furniture and fIxtures Construction in progress Total $ 12,474,740 12.964,546 2,700,558 3.226,956 752,932 2.655.811 34,775,543 W.959.4W $ 22.816.049 Less 8CCumuJatec1 depreciation Net No interest COSts were incuned nor capitaJired for long-term construction projects. (4) Outstanding Contracts The Fund has Outstanding commibnents on various contracts for construction. These COln- ntibnents, as of September 30, 1995, amoUnlto approximately $153,000, (5) Long-Term Debt (a) $12,000,000 Parking Re.enue Bonds Series 1988 On December I, 1988, the City issued $12,000,000 Parking Revenue Bonds Series 1988 ("1988 Bonds"). The bonds Were issued for the purposes of (a) advance refunding and defeasing the Parking Revenue Bonds Series I 984, (b) paying all or a pan of the COst of acquiring, equipping and/or improving certain automobile Parking facilities, (c) funding the Reserve ACCOUnt for the 1988 Bonds and (d) paying the COSts of issuance of the 1988 Bonds. The 1988 Bonds are due in annual prinCipal install- ments Of$420,OOO to $1,060,000 through September I, 2009, with semiannual interest payments at 6.6 percent to 7.6 percent interest per annum due each March I and September I; COlla'eralired by the "Pledged Revenue" as defined by the resolution, (Continued) ~ - 5 - CITY OF MIAMI BEACH, FLORIDA PARKING SYSTEM FUND Notes to Financial Statements (b) Schedule of Debt Service Requirements, Including Principal and Interest Year ending September 30, 1996 $ 1.137,320 1997 1,138,553 1998 1,142,260 1999 1,138,093 2000 1,136,276 2001 and thereafter 10.237.18~ Total 15,929,685 Less interest (6,249.685) Less current portion ( 420.CXW Long-term portion $ 9.260,000 ( c) There is no outstanding principal on the defeased Parking Revenue Bonds, Series 1984. as all bonds were called prior to year-end. (6) Fund Equity (a) Contributed Capital Contributed capital consists primariJy of assets transferred to the Fund from other funds or accounts of the City and are recognized as increases in equity in the period they are received. The following changes occwred in contributed capital of the Fund presented herein during the year ended September 30, 1995: Beginning balance as of October 1, 1994 Additions Depreciation of contributed assets $ 6,433,974 4,519 (173.94~) $ 6,264,547 Ending balance as of September 30, 1995 ( b) Reserved Retained Earnings The following changes occurred in reserved retained earnings of the Fund during the year ended September 30, 1995: Reserved retained earnings, revenue bond indenture - October 1. 1994 Additions . Reserved retained earnings, revenue bond indenture - September 30, 1995 $ 2,454,599 191.201 $ 2,645,800 (Continued) 41' - 4- CITY ()~ UT' ~ -- - 6- cITY OF MIAMI BEACH, FLORIDA PARKING SYSTEM FUND Notes to Financial Statements _ (7) Administrative Fee The adminisrrati Vi: fees paid to the General Fund of the City of Miami Beach of $152,098 are based upon the approved City of Miami Beach budget for the fiscal year eoded September 30. ~995. (8) EMployee Retirement (a) Deferred Compensation Plan The City offers its employees a Deferred Compeosation Plan created io accordance with lntemal Revenue Code Sectioo 457. The Plan, available to all City employees, permits them to defer a portion of their salary until future year.;. The Deferred Compensation is oot available for distribution to employees until tennination, retirement, death, or unforeseeable emergency. AIl amounts of compensation deferred under the Plan, all propertY and rights purchased with those amounts and all income attributable to the amouots, properlY or rights are (until paid or made available to the employee or other beneficiary) solely the properlY and rights of the City (without being restricted to the Provisions of Benefits under the Plan), suhject only to the claims of the City's general creditors. participants'rights under the Plan are equal to those of general Creditors of the City in an amount equal to the fair market value of the deferred account for each participant. As of September 30, 1995, there were 534 participants in the Deferred Compensation Plan with assets at a canying and market value of $18,909,307. lt is the opinion of counsel that the City haS no liability for losses under the Plan and the City belieVes that it is unlikely that it will use the assets to satisfy the claims of general creditors in the future. (b) Retirement System for General Employees (i) Plan Description Substantially all employees of the Fund are covered under the City's Retirement System for General Employees and Elected Officials. The Retirement System fO[ General Employees is a Single Employer Defined Benefit Peosion System that covers all civil service employees of the City except for Policemen and Firemen as established by City Qn\inance #1901. This Plan covers 561 active employees and 967 retirees and beneficiaries. The City's payroll for employees covered by the System for the year ended September 30, 1994, was $15,695,692 out 01 $50,850,688 total covered payroll cost for the City. GenerallY, employee members of the System vest after five year.;. Members ar eligible to retire at age 50 at a benefit of 3 percent of fmal average salary based 0 the higbest twO year.; salary for the fust 15 years of service and 4 percent of fin: average salary thereafter to a maximum of 90 percent. However, certai employees who are members of the labor union" AFSCME" employed on or aft (Continue - 7 - CITY OF MIAMI BEACH, FLORIDA PARKING SYSTEM FUND Notes to Financial Statements April 30, 1993, and employees in the classification of "Other" (nonunioniud classified employees), employed on or after August 1, 1993, and employees who are members of the labor union "CW A" employed on or after February 21, 1994, vest after 10 years of service and are eligible to retire at age 60 with 10 years creditable service at a benefit level of three percent of their highest three years' average salary times years of service to a maximum of 80 percent. These benefit provisions and all other requirements are established by City Ordinance. City employee members are required to contribute 10 percent of salary. (ii) Funding Status and Progress The amount shown below as the Pension Benefit Obligation ("PBO") is a standardized measure of the present value of pension benefits, adjusted for the effects of projected salary increases and step-rate benefits, estimated to be payable in the furore as a result of employee service 10 date. The measure is intended to help user.; assess the funding statuS of the System on a going concern basis. assess the progress made in accumulating sufficient assets 10 pay benefits when due, and make comparisons among employer.;. The measure is the actuarial present value of credited projected benefits and is independent of the funding method used to detennine contributions to the System. The pension benefit obligation was computed as a part of an actuarial valuation presumed as of September 30, 1994. Significant actuarial assumptions used in the valuation include: (a) a rate of return on the investment of present and future assets of 8.5 percent a year compounded annually, (b) projected salary increases of 6 pelCent a year compounded annually, (c) normal retirement occurs at the earlier of age 50 and 27 year.; of service or age 65. and (d) post-retirement benefit increases of 1.5 percent per year. Total pension benefit obligations applicable to the City employee members were unfunOed by $3,190,326 at October 1, 1994 as follows: Pension benefit obligation: Retirees and beneficiaries currently receiving benefits and tenninated employees not yet receiving benefits Current employees: Employee conuibutions Employer financed vested Employer financed nonvested Total pension benefit obligation Net assets available for benefits for valuation purposes at market (cost of $145.8 million) Unfunded pension benefit obligation $ 9,473,776 32,692,479 2..252.841 $ 113,225,990 44.419.098 157,645,088 $ 1~4.454.762 3,190,326 (Continued) --~....~) - 4- crrv no . IT . . _ - 8 - CITY OF MIAMI BEACH, FLORIDA PARKING SYSTEM FUND Notes to Financial Statements (iii) ActJUJrially Determined Contribution Requirements and CONtributions Made e d t i The System's funding policy provides for actuarially detennined periodic contri- butions that will provide sufficient assets to pay benefits when due. The members' contributions rate is fixed by the authorizing ordinance and the City's cOQtribution rate is actuarially determined by the entry age actuarial cost method. The significant actuarial assumptions used to compute the City's contributed requirement are the same as those used to compute the PBO above. TIle contribution is solely attributable to the plans nonnal cost. The contribution to the system for fiscal 1994 was $3,009,302 and was made in accordance with actuarially determined requirements computed in the actuarial valuation as of October 1, 1993. The City contributed $1,494,969 (9.5 percent of current covered payroll); employees contributed $1,514,333 (9.6 percent of current covered payroll). (iv) Trend Information Trend information gives an indication of the progress made in the accumulation of assets to pay benefits when due. For the years ended September 30, 1992, 1993 and 1994, respectively, available assets were sufficient to fund 108.1 percent, 105 percent and 98 percent of the PBO, respectively. In 1992, 1993 and 1994, the System was overfunded (unfunded) by 65.1 percent, 52 percent and (20) percent based on actuary's use of the book value of assets. Showing the unfunded or overfunded pension benefit as a percentage of annual payroll approximately adjusts for the effects of inflation for analysis purposes. In addition, for the three years ended September 30, 1992, 1993 and 1994 the City's contributions to the System, made in accordance with actuarially determined requirements, were 10 percent, 14.5 percent and 9.5 percent of annual covered payroll. (c) Retirement System for Non-Civil Service Employees (i) Plan Description The Retirement System for Non-Civil Service Employees is a Single Employer Defined Benefit Pension System that covers all noncivil employees of the City except for Policemen and Firemen as established by City Ordinance No. 88- 2603. This Plan was established April 1, 1988, and covers 139 active employees and 75 retirees and beneficiaries. The City's payroll for employees covered by the System for the year ended September 30, 1994 was $6,248,839 out of $50,850,688 total covered payroll cost of the City. Employee members of the System prior to October 18, 1992, vest after 5 years. Members are eligible to retire at age 50 with 5 years creditable service at a benefit of 4 percent of final average salary times years of service to a maximum of (Continued) "'~-"--~-'-_""'r ~ ~'-'''''''''--........, .u L ~__....~" -9- CITY OF MIAMI BEACH. FLORIDA PARKING SYSTEM FUND Notes to Financial Statements (ii) 90 percent. New employee members of the System on or after October 18, 1992, vest after 10 years. Members are eligible to retire at age 60 with 10 years creditable service a, a benefi, of 3 percent of the f'1nal three years average salary times years of service to a maximum of 80 percent. These benefit Provisions and all other requirements are established by city ordinance. City employee members are required to contribute 10 percent of salary. Funding Status and Progress The amount shown below as PBO is a standardized measun: of the present value of pension benefits, adjusted for the effects of projected salary increases and step- rate benefits, estimated to be payable in the future as a result of employee service to date. The measure is intended to help users assess the funding status of the System on a going concern basis, assess the progress made in accumulating snfficient assets to pay benef'1ts when due, and make comparisons among employers. The measure is the actuarial present value of credited projected benefits and is independen, of the funding method used to determine contributions to the System. The pension benefit obligation was computed as a pan of an actuarial valuation presumed as of October 1, 1994. Significant actuarial assumptions used in the valuation include: (a) a rate of return on the invesbnent of present and future assets of9 percent a year compounded annually, (b) projected salary increases of 6 percent a year compounded annually, (c) normal retirement OCCurs at the earlier of age 50 and 20 years of service or age 65, (d) no post-retirement benefit increases and (e) 1983 Group AnnUity Mortality Table. Administrative expenses of the System are paid out of the pension fund. At October I, 1994, the unfunded pension benefit obligation was $1,474,935 as follows: Pension benefit obligation: Retirees and beneficiaries currently receiving benefits and terminated employees not yet receiving benefits Current employees: Accumulated contributions Employer financed vested Employer financed non vested Total pension benefit obligation Net assets available for benefits for valuation purposes at market Unfunded pension benefit obligation $ 21,890,434 $ 3,842,371 9,658,814 625.641 14.126.82(} 36,017,260 $ 34.542.32~ 1,474.935 = (Continued) ., ..L-' - 10- CITY OF MIAM1 BEACH. FLORIDA PARKING SYSTEM FUND Notes to Financial Statements (iii) A.ctlUlrially Determined Contribution Requirements and Contributions Made The System's funding policy provides for actuarially determined periodic contri- butions that will provide sufficient assets to pay benefits when due. The members' contributions rate is fixed by the authorizing ordinance and the City's contribution rate is actuarially detennined by the "Frozen Entry Age Actuarial Cost Method." There is no unfunded liability as a result of the System receiving $5,560,936 in proceeds from a Pension Obligation Bond. The significant actuarial assumptions used to compute the City's contributed requirement are the same as those used to compute the PBO above. The contribution to the System for fiscal 1994 was $2,108,990 and was made in accordance with the actuarially determined requirements computed in the actual valuation as of October I, 1993. The contribution consisted of City contributions of $1,509,587 (24.2 percent of current covered payroll); employees contributed $599,403 (9.6 percent of current covered payroll). (iv) Trend Information Trend information gives an indication of the progress made in the accumulation of assets to pay benefits when due. For the years ended September 30, 1992, 1993 and 1994, respectively, available assets were sufficient to fund 88.8 percent, 97.3 percent and 95.9 percent of the PBO, respectively. Unfunded PBO represented 56 percent, 12 percent, and 23.6 percent of annual payroll for employees covered by the System. Showing the unfunded Pension Benefit as a percentage of annual payroll apprOximately adjusts for the effects of inflation for analysis purposes. In addition, for the three years ended September 30, 1992, 1993 and 1994 the City's contributions to the System, made in accordance with actuarially determined requirements, were 28.1 percent, 29.7 percent and 24.2 percent, respectively, of annual covered payroll. (d) Defined Contribution Plan _ 401A The City offers all new non-civil service and civilian employees the option to participate in a dermed contribution (401A) plan instead of the amended dermed benefit plans, dis- cussed previously, which took effect for new non-civil service employees on October 17, 1992 and on various dates for civilian employees. The employee is required to contribute 10 percent of his salary and the City matches with 10 percent. The 401A plan of each employee is the immediate propeny of the employee and invest- ment of these funds is directed by the employee amongst choices of invesbnent vehicles offered by two plan administrators. For the fiscal year ended September 30, 1995, the City contributed $288,080 to employee 401A plans covering 116 employees at September 30, 1995. The City's contribution represents $2,880,800 of covered payroll out of $55,957,40110tal covered payroll cost for the City. li 'I (Continued) " I 1 1.\ - II - CITY OF MIAMI BEACH, FLORIDA PARKING SYSTEM FUND Notes to Financial Statements (e) Post Retirement Benefits The City paid $1,814,491 for health. Jife and dental insurance coverage for its 938 participating retirees and beneficiaries during the fiscal year ended September 30, 1995. Under City ordinances, retirees are entitled to 50 percent of the cost of health, life and dental insurance from the City. Dependent coverage must be borne entirely by the retirees. No aIlocation of such amounts have been made to the Parlting System Fund by the City. (9) Proposed Bond Refunding The City anticipates a bond issue to advance refund the OUtstanding series 1988, parking revenue bonds in December 1995. The issue is anticipated to be $25,000,000 with approx- imately $10,000,000 related to the refunding and additional new money bonds of approxi- mately $15,000,000. The City anticipates an accounting loss and an economic gain attributabJe to the refunding of the series 1988 bonds. The additional new money bonds will be used to acquire and construct additional parking facilities for the system. ( 10) Litigation Certain claims, suits and complaints have been filed or are pending against the City. In the opinion of management, all matters are adequately covered by insurance or, if not covered, are without merit or are of such kind, or involve such amounts, as would not have a material effect on the financial position of the City if disposed of Unfavorably. i I: I [THIS PAGE INTENTIONALLY LEFf BLANK] APPENDIX C The Bond Resolution [THlS PAGE INTENTIONALLY LEFT BLANK] 1: CITY OP MIAMI BUCH. PLORIDA USOLUTION NO. 96-_ Adopted OIl Pebruary 10. 1996 AuthorisiDg and Seouriag 'arkiDg RwveDue Bead. Section 401. Section 402. Section 403. Section 404. Section 405. Section 501. Section 502. Section 503. Section 504. SectJ.on 50S. Section 506. Section 507. Section 508. Section 509. Section 510. Section 511. Section 512. Section 513. Section 514. Section 601. Section 602. Section 603. Section 604. Section 60S. Section 701. Section 701. Section 703. AJtTICLI! IV CONSTRDCTION POND construction Fund Payments from Construction Fund Cost of Improvements Title to Properties Acquired Disposition of Construction Fund Balance AJtTICU V RIIVlIMDBS AJlD PONDS Parking Rates Rate Covenant Annual Budget Enterprise Fund Debt Service Account and Other Account8 Payment of Current Expenses Application of Moneys in Bond Service Subaccount Application of Moneys in Redemption Subaccount Application of Moneys in Reserve Account Application of Mone:ys in Subordinated Indebte:dne.. Account Application of Moneys Remaining in Enterprise Fund Application of Moneys in Debt Service: Account Money He:ld in Trust Cancellation of Bonds ARTICLS VI DSP08ITARISS OP MOMBYS. SSCDRITY POR DSPOSITS AJlD IIlVIlSTMBIlT OP PONDS Security for Deposits Investment of Moneys Valuation of Investment Obligations Account ing for Funds Tax Covenants AJtTICLS VII PAJtTICl1LAJt COV1DfAJlTS Payment of Principal, Interest and Premium; Pledge of Net Revenu.. Construction of Improvements; Operation of Parking System Employment of Consulting Engineers - H - 52 52 52 53 54 55 55 56 56 57 59 59 60 61 63 64 64 65 65 66 66 68 68 69 70 70 71 Section 101. Section 102. Section 103. Section 201. Section 202. Section 203. Section 204. Section 205. Section 206. Section 207. Section 208. Section 209. Section 210. Section 211- Section 112. Section 213. Section 114. Section 115. Section 301. Section 301. Section 303. Section 304. Section 305. Section 306. section 307. Section 704. Section 70S. Section 706. Section 707. Section 70B. Section 709. Section 710. Section 711. Section 712. Section 713. Section 714. Section B01. Section 801. Section 803. Section B04. Section BOS. Section 806. Section e07. Section 80B. Section B09. Section 810. Section 901. TULS OP COMTIIIITS AJtTICLS I DSPIIIITIllNS Meaning of Words and Terms Rules of Cone:tructlon Resolution Conltitutes Contract AJtTICLS II POlK. UBCDTIllN. DSLIVBRT AIID UQISTRATIllN OP BOIIDS Ilsuance of Bonds Details of Bonds Execution and Form of Bonds Authentication of Bonds Exchange at Bonds . . . . . . Negotiability, Registration and Transfer of Bonds Ownership of Bonds . . . . . . . . . . Authorization of Series 1996A Bonds and Refunding of Prior Bonds; Negotiated Sale of Series 1996A Bonds Additional Bonds Refunding Bonds Other Indebtednela Temporary Bonds MUtilated, Deltroyed or Lost BondI provision. with Respect to Book-Entry System . . . . . . . . . Capital Appreciation Bondi; Capital Appreciation and Income Bonds AJl.TICU III UlDIDIPTIllN DP 8011DS Redemption Generally Selection of Bonds tor Redemption or Purchalle Redemption Notice Partial Redemption of Bonds Bffect of Calling for Redemption Cancellation of Bonds Bonds Called for Redemption Deemed Not OUtstanding Employment of Accountant Insurance Ue. of Revenues Records, Accounts and Audits Supervisory Personnel Separate Parking Facilities No Free Parking Enforcement of Collections Management by Others of the Parking System . . . . . . . . . . Sale or Other Disposition of the Parking Syatem . . . . . . Covenants with Providers of Credit Facilities, Liquidity Facilities. Reserve Account Insurance Policies or Reeerve Account Letters of Credit AJtTICLS VIII RIIIlBDISS Extension of Interest Payment Events of Default Acceleration of Maturities Enforcement of Remediee Pro Rata Application of Funds Effect of Discontinuance of Proceedings Restrictions on Individual Bondholder Actions No Remedy Exclusive Delay Not a Waiver Right to Enforce Payment of Bond. AJtTICLJ: Ilt USCII'1'IllN OP INSTRlIIlBIlTS BY BOMDBOLDDS AlID PROOI' OP OIlIIBItSBIP OP BONDS Execution of Instruments by Bondholders and Proof of Ownership of Banda AJtTICLS X StlPPLBMIIMTAL USOLUTIllNS Section 1001. Supplemental Resolution without Bondholders' Consent Section 1002. Supplemental Resolution with Bondholders' Consent Section 1003. Supplemental Resolutions Part of R..olution C-l - Hi - bu 4 20 21 22 12 25 33 33 33 34 34 3B 42 45 47 47 48 48 49 49 49 50 50 51 51 71 71 73 73 73 73 74 74 74 75 77 7B 78 79 80 81 83 B3 83 83 84 85 86 B7 88 ARTICLB XI DEPUSANCB Section 1101. Cessation of Interests of Bondholders ARTICLB XII PROVISIONS IUlLATING TO TRIl SBIlIBS 1996A BOND INSOJUlR Section 1201. Provisions rela.ting to the Series 1996A Bond Insurer . . ARTICLE XIII IIISClILLAJnrOUS PROVIS lOllS Section 1301. Section 1302. Section 1303. Section 1304. Section 1305. Section 1306. Section 1307._ Section 1308. Sectiop 1309. Section 1310. Section 1311. Effect of Covenants Manner of Giving Notice Successorship of Bond Registrar Successorship of City Officers Substitute Publication . . . . . Inconsistent Resolutions . . . . Further Acts . . . . . . . . . . Headings Not Part of Resolution Beneficiaries under Resolution Effect of Partial Invalidity. . Resolution Effective . . . . . . EXHIBIT A INITIAL SEPARATE PAR~ING FACILITIES - iv . WHEREAS. the City of Miami Beach, Florida (the "City") is a political subdivision and public bOdy politic and corporate in Dade County, Florida (the "County"), duly organized and operating under the Constitution and laws of the State of Florida (the "State"), including particularly Chapter 166, Florida Statutes, as amended, and the City of Miami Beach Charter (together, the "Act"); and WHEREAS, the City has the power and authority to acquire, own, maintain and operate on a revl!!nue-producing basis a public parking system and the City currently owns, maintains and operates a public parking system (as hereinafter defined, the "Parking System"); and WHEREAS, under the authority granted by the Act, the City is authorized to issue. parking rl!!venue bonds to pay the cost of Improvements (hereinafter defined) to the Parking System and to refund outstanding debt obligations incurred in connection with the Parking System and to pledge for the payment of such revenue bonds the Net Revenues (hereinafter defined) of the Parking System; and WHEREAS, under the authority granted by the Act, the City has previously issued $12,000,000 aggregate principal amount of its Parking Revenue Bonds, Series 1988, of which $9,680,000 are now outstanding (the "Prior Bonds"), pursuant to Resolution No. 88- 19468 adopted by the City Commission of the City (the "Commission") on December 9, 1988, as supplemented and amended (the "Prior Bonds Resolution"l, the proceeds of which were applied to refund certain outstanding parking revenue bonds of the City and fund certain improvements to the parking System; and WHEREAS, the City has detennined that it can obtain substan- tial debt service savings as well as restructure the covenants with respect to the Parking System contained in the Prior Bonds Resolution by refunding the Prior Bonds; and WHEREAS, the City has determined to issue its Parking Revenue Refunding Bonds, Series 1996A (the "Series 1996A Bonds") to refund the Prior Bonds, which Series 1996A Bonds shall be payable solely from and secured by a pledge of the Net Revenues; and WHEREAS, the City Commission of the City (the "Commission") has determined that it is in the best interests of the City to delegate to the Mayor of the City, who shall rely upon, the rl!!commendations of Rauscher Pierce Refsnes, Jnc. , the C1ty'S financial advisor (the "Financial Advisor"), the determination of various terms of the Series 1996A Bonds, the final award of the Series 1996A Bonds, including execution of a Bond Purchase Agree- ment, the dates of redemption, if any, of the Prior Bonds, wh@ther to fund the Reserve Account in put with a Reserve Account Insuranc@ Policy, and all oth@r actions necessary or desirable in connection with the issuance of the Series 1996A Bonds and the refunding of the Prior Bonds, subject to the limitations herein, which provisions shall be contained in a certificate of the Mayor (the "Mayor's Certificate") executed at the time of final award of the Series 1996A Bonds or, with respect to the Prior Bonds, in the Escrow Agreement (hereinafter defined); and - 2 - 90 93 103 103 104 104 104 104 104 105 105 105 105 A-1 - RESOLUTION NO. IlBSOLUTION AOTBORIZING THE ISSUANCE OF PARKING RB'VENUl!: UrmmINa BONDS. SBRIES 199 6A, IN AN AGGIlBGATB PIlINCIPAL lIIIOUIlT NOT TO EXCEzn '12,000,000, OP THE CITY OP IIIAIII BBACH, PLORIDA, POR TBB PURPOSB OP IlBPDHDING TBB CITY'S OUTSTANDING PAIlJ:IIIG IlBVIIIllIB BONDS, SERIBS 1988, PROVIDING POR TBB ISSU- ANCE OF ADDITIOIlAL PUltING IllIVIIIlUI: BONDS AND TBB INClJRJlBIlCB OP OTHER TYPES OP INDEBTIID- II1ISS OP TBE CITY TO PAY ALL OR PART OF TRIl COST OP ADDITIONAL IIIPROVBIIBIfTS TO TBB CITY'S PUltIIIG SYSTBII AND 'OR REPDHDING OUT- STANDING PAIlJ:ING IllIVIIIlUI: BONDS, PROVIDING 'OR THE PAYIIBIlT OP SIlCH BONDS, OTHER SYSTBII DEBT AND THE IHTBUST TDUOIl, SIITTIIIG PORTB THE RIGBTS AND IlBIIBDIES OP TBE BOLDEas OP SIlCH BOlIDS AND OTBBR INDDTllDII1ISS, PROVIDING CBRTAIII DETAILS OP TBB SIIRIES 1996A BOlIDS, DIILEGATING CERTAIN IIA'1'TIlRS IN COIlIIlICTIOIl WITB TBB ISSIlAIfCI OP TBB SERIES 1996A BOlIDS AND THE UPDHDING 0. TIIB PRIOR BONDS TO TRIl IlAYOR, AOTBORIZING TBB II1IGOTIATIID SALE 0. TBB SERIES 19 96A BONDS AND APPROVING TRIl PORII AND IIlUICOTIOIl 0. THE BOND PURCllASE AGIlBIlIlIIIIT POR THE SEBIES 1996A BONDS, AP- PROVING THE 'ORII OF PULIIIINUY OPPICIAL STATBIIIDlT POR TBB SERIBS 199 6A BONDS AJIIl AOTBORIZING IIlUICOTION OP TIIB OPFICIAL STATB- IIBNT .OR TBB SBIlIES 1996A BONDS, PROVIDING POR A CRBDIT 'ACILITY 'OR TRIl B....FIT OP TRIl SERIES 1996A BONDS, PIIRIIITTING TBB PDHDING 0. A PORTIOIl OP TBll USBIlVB ACCOUllT UOtlIU- IIlIIlT WITB A USBIlVB ACCOIlHT INIltlllANClI POLICY AJIIl APPROVmG TBB PORII AND IIlUICOTIOIl 0. AN INIltlllANCB AGIlJ:IlIlIIIIT WITB THE PROVIDBIl TBBIUI- OP, APPROVIIlG TBB PORII AND IIlUICOTIOIl OP AN IISCBOll DEPOSIT AGUBIIBHT POR TIIB PRIOR BONDS, COVIIIIllIITIIlG TO PROVIDB COIITIIltlDlG DISCLOS1l1III IE COHJIIlCTIOIl WITB TIIB SBRIES 199 6A BOlIDS IN ACCORDANClI WITB SIlCtlaIT1BS AND EXCIIAIlGII caauSSIOIl RULli 15c2 -12, AtJTBO- RIZDlG OPPICIALS OP THE CITY TO TAD ALL II1ICESSARY ACTIOIlS IE COHJIIlCTION WITB TBll ISSIlARCB OP THE SBRIES 19961. BONDS AND U- PIlIIDIIlG OP TIIB PRIOR BONDS I PROVIDIIIG A SBVBRABILITY CLAIlSE AND PROVIDING AN EP'EC- TIVB DATB. WHEREAS, because of the character of the Series 1996A Bonds, prevailing market conditions, the complexity of structuring a refunding and the recommendations of the financial advisor to the City, the Commission has further determined that the sale of the Series 1996A Bonds on the basis of a negotiated 8ale rather than a public sale by competitive bid is in the best interests of the City; and WHEREAS, the City has determined to provide in this Resolution for authorizing the issuance hereafter of other Parking Revenue Bonds and other forms of indebtedness of the City payable from the Net Revenues under this Resolution for the purpose of paying all or any part of the cost of any other improvements, renewals and replacements of the Parking System or any part thereof and such extensions and additions thereto as may be necessary or desirable, in the judgment of the City, to keep the same in proper condition for the safe, efficient and economic operation thereof or to refund or refinance all or a portion of the Bonds or any series thereof or other indebtedness of the City incurred with respect to the Parking System then outstanding, and to prescribe the terms and conditions under which such Bonds and other indebtedness may be authorized and issued; NOW THEREFORE. BE IT DULY RESOLVED BY THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA: C-2 - 3 - -... ",- AIlrICLE I DEPIXIrIOXI Section 101. Meanina of Words and Term... In addition to worda and terms elsewhere defined in this Resolution, the following worde and terms as used in this Resolution !Ihall have the following meaning. unless 80me other meaning is plainly intended: "Accountant" shall mean the independent certified public accountant or firm of independent certified public accountantl which shall have a favorable reputation for skill and experience in accounting matters at the time and during the period employed by the City under the provisions of Section 704 of this Resolution to ~:~~~~i~~~ carry out the duties imposed on the Accountant by this "Accreted Value" shall mean, as of any date of computation with respect to any Capital Appreciation Bond, an amount equal to the principal amount of such Bond (the principal amount on the date of original issuance), plus the interest accrued on such Bond from the date of original issuance to the Interest Payment Date next preceding the date of computation or the date of computation if an Interest Payment Date, compounded periodically at the times provided for in the Mayor's Certificate with respect to the Series 1996A Bonds or pursuant to the Series Resolution authorizing the issuance of any other Bonds with respect to such other Bonds, and if such date of computation is not an Interest Payment Date, a pqrtion of the difference between the Accreted Value as of the immediately preceding Interest Payment Date (or the date of original iseuance if such date of computation is prior to the first Interelt Payment Date) and the Accreted Value as of the immediately lucceeding Interest Payment Date, calculated based on the ..sump. tion that Accreted Value accrues during any period in equal daily amounts on the ba.is of a year of twelve 3D-day months. "Act" shall have the meaning ascribed to it in the recitals to this Reeolution. "Additional Bonds" shall mean the Bonds issued at any time under the provisions of Section 209 of this Resolution. "Alternative Parity Debt" meanB indebtedne8s of the City (including the a.sumption or guarantee of the debts of others) or borrowed money <including refunding or refinancing of then existing indebtednea. and lea.e. capitalized in accordance with generally accepted accounting prinCiples) incurred in accordance with Section 211 of this Resolution. "Amortization Requirements" shall mean the amounts required to be depo8ited in the Redemption Subaccount for any Series of Bonds for the purpoae of redeeming prior to their maturity and paying at their maturity the Term Bonds of any Seri.s, issued pursuant to this ReSOlution, the specific amounts and times of such deposits to - 4 - and (i i) wi th respect to any other Series of Bonds, a bank or trust company, either within or outside the State of Florida, designated as such by the Commission in the Series Resolution authoriZing such Series of Bonds, each of which shall perform such functions as Bond Registrar as are required by Article II of this Resolution. "Bonds" shall mean collectively the Bonds issued under the provisions of Article II of this Resolution. "Bondholders" or "Holders" shall mean the registered owners of the Bonds. "Bond Service Subaccount" shall mean the Bond Service Subac- count. a epecial subaccount within the Debt Service Account created and designated by Section 505 of this Resolution. "Capital AppreCiation Bond" shall mean any Bond or Bonds of a Series i.sued under this Resolution as to which interest i. compounded periodically on each of the applicable periodic dates designated for compounding in the Mayor's Certificate with respect to the Series 1996A Bonds or pursuant to the Series Resolution for any other Series of Bonds ....ith respect to such other Bonds and payable in an amount equal to the then current Accreted Value to the date of maturity or redemption prior to maturity as designated in such Mayor'. Certificate or Series Resolution and ....hich may be either Serial Bonds or Term Bonds. "Capital Appreciation and Income Bonds" shall mean any Bond or Bonde of a Seriee issued under this Resolution a. to which accruing interest is not payable prior to the Interest Commencement Date specified in the Mayor's Certificate with respect to the Series 1996A Bonds or pursuant to the Series Resolution for any other Ser!es of Bond. with respect to such other Bonds and the Appreciat- ed Value for such Bonds is compounded periodically on certain dates deSignated in such Mayor's Certificate or Series Resolution prior to the Interest Commencement Date for such Capital Appreciation and Income Bonds and which may be either Serial Bonds or Term Bonds. RCapital Expenditures- shall mean all expenditures made for extenaions, additions, improvements, renewals and replacements (other than ordinary maintenance and repaire) acquired, constructed or inetalled for the purpose of preserving, extending, increasing or imprOVing the Parking System or for redUCing the cost of operation, and shall include the cost ot purchasing and installing such equipment and appurtenances as may be nec..sary to meet the demands upon the Parking System; Capital Expenditures shall a180 include, without limitation, the acquisition of such lands and rights-of-way and such engineering, legal and administrative expenses .. may be required in connection with the foregoing. "City" shall mean the City of Miami Beach, Florida. - 6 - be determined in the Mayor's Certificate with respect to 'the Series 1996A Bonds or pursuant to a Series ReSOlution relating to any other Series of Bonds with respect to such other Bonds. "Annual Budget" shall mean the Annual Budget adopted pursuant to Section 503 of this Resolution. "Appreciated Value" shall mean, (i) a. of any date of compu- tation with respect to any Capital Appreciation and Income Bond up to the Interest Commencement Date set forth in the Mayor' 8 Certificate with respect to any Series 1996A Bond or pursuant to the Series Resolution for any other Series of Bonds with respect to such other Bond, an amount equal to the principal amount of 8uch Bond (the principal amount on the date of original issuance) plus the interest accrued on such Bond from the date of original issuance of such Bond to the Interest Payment Date next preceding the date of computation or the date of computation if an Interest Payment Date, such increased value to accrue at the stated rate per annum of such Bond compounded on the Interest Payment Dates of such year, plus, if such date of computation ahall not be an Interest Payment Date, a portion of the difference between the AppreCiated Value aa of the immediately preceding Intereat Payment Date (or the date of original issuance if the date of computation is prior to the first Interest Payment Date succeeding the date of original i.euance) and the Appreciated Value as of the immediately aucceed. in9 Interest Payment Date calculated based upon an as.umption that Appreciated Value accrues during any semi-annual period in equal daily amounts on the basis of a year of twelve 30-day month. and Iii) as of any date of computation on and after the Intereat Commencement Date, the Appreciated Value on the Interest Commence- ment Date. "Arbitrage Rebate Fund" ahall mean a fund or funds eatabliahed by the City for the deposit of moneys necessary for payments required to be made to the United States of America in connsction with any Series of Bonds or System Debt subject to arbitrage rebate requirements under the Code. The moneys in such fund or fund. shall be applied only for the purposss for which such fund or funds are established and shall not be subject to a lien or charge in favor of Holders of any Bonds or holders of any Sy.tem Debt and shall not be pledged as security for the p~ym.nt of any Bonds or System Debt. "Bond Counsel" shall mean Squire, Sanders " Demp.ey, or another lawyer or law firm selected by the City of favorable national reputation for skill in matters relating to tax-exempt municipal bonds. RBond Purchase Agreement" shall mean the Bond Purch.ae Agreement to be entered into between the City and the Underwriters in connection with the iasuance of the Series 1996A Bonds. "Bond Registrar" shall mean (i) with respect to the Series 1996A Bonds, First Union National Bank of Florida, Miami, Florida, - 5 - "City Attorney" shall mean the City Attorney of the City, his or her designated assistant or the officer succeeding to his or her principal functions. "City Clerk" shall mean the City Clerk of the City or his or her designee or the officer succeeding to his or her principal functions. "City Manager" shall mean the City Manager of the City or his or her designee or the officer succeeding to his or her principal functions. "Code" shall mean the Internal Revenue Code of 1986, a. amended from time to time, and the regulations promulgated there- under and, to the extent applicable, under the Internal Revenue Code of 1954, as amended. "Commission" shall mean the City Commi.sion of the City or the commission, board or body in which the general legislative power of the City shall be veBted. "Completion Date" shall mean the date of completion of the acquisition or construction of any Improvements, as such date shall be certified pursuant to the requirements of Section 405 of this Resolution. "Construction Fund" shall mean the Parking System Construction Fund, a special fund created and designated by Section 401 of this Resolution. "Consulting Engineers" shall mean one or more licensed profes- sional engineers or firms of profes.ional engineers at the time employed by the City under the provisions of Section 703 of this Resolution to perform and carry out the duties imposed on the Consulting Engineers by this Reeolution. "Continuing Disclosure Commitment" ahall mean the continuing disclosure commitment to be delivered by the City concurrently with the delivery of the Bonds which, together with the agreementa of the City set forth in Section 208 of this ReSOlution, shall constitute the continuing disclosure agreement made by the City fcttr the benefit of holders and beneficial owner. of the Seri.s 1996A Bonds in accordance with the Rule. "Convertible Bond8~ shall mean Bonds issued under this Reso- lution which are convertible, at the option of the City, into a form of Bonds which are permitted by this R.solution other than the form of such Bond. at the time they were i.eued. "Cost" as applied to any Improvements, ahall embrace the costa of acquisition and construction and all obligations and expenses and all items of cost which are set forth in Section 403 of this Resolution. - 7 - C-3 "County" shall mean Dade County, Florida, a political subdivislon of the State of Florida. S, "Credit Facility" shall mean an irrevocable letter of credit policy of municipal bond insurance, guaranty, purchase agreement: credit agreement, surety bond or limilar facility in which the entity providing such facility irrevocably agrees to provide funds to make payment of the principal of and interest on Bonds or System Debt provided that such entity is at the time of providing such facility of sufficient credit quality to entitle debt backed by its Credit Facility to be rated in one of the two highest long-term rating categories (without regard to any gradations within such categories) by either Standard & Poor's or Moody'S. S, "Current Expenses" sh..ll mean the City's reasonable and nece..ary current expenses of maintenance, repair and operation of the Parking System and shall include, without limiting the generality of the foregoing, all ordinary and usual expenses of maintenance, repair and operation, which may include .xpenses not annually recurring, any reasonable payments to pension or retire- ment funds properly chargeable to the Parking System, ineurance premiums, engineering expenses relating to maintenance, repair and operation, management fees paid by the City to any independent operators or managers of any part of the Parking System, fees and expenses of the Bond Registrar and Escrow Agent, legal and accoun~ing ,:xpenses, expenses incurred in the collection of parking violat1on fines imposed on users of the Parking System which under State law may be applied to purpose I conlistent with thil Relolu- tion, costs of complying with the continuing disclosure require. ments under the Rule, any feel, fines, or penalties lawfully imposed on the Parking System, any taxes which may be laWfUlly imposed on the Parking System or its income or operations and reserves for such taxes, annual fees for the maintenance of Credit Facilities, Liquidity Facilitiee, Reeerve Account Insurance Policies, Reserve Accounts Letters of Credit or Interest Rate Swaps (other than payments due under an Interest Rate Swap on a parity with intereet due on the Bonds and termination payments thereun- der), and any other expenses required to be paid by the City in connection with the Parking SYltem under the provisionl of this Resolution or by law, including any amounts required from time to time to pay arbitrage rebate under the Code to the United States of America directly or to fund the Arbitrage Rebate Fund, but shall not include any reserves for extraordinary maintenance or repair, or any allowance for depreciation, or any admini.trative expenses payable to the City's General Fund. or any deposits or transfers to the credit of the Debt Service Account, the Relerve Account or the Subordinated Indebtednesl Account. S S S S S S S S S S ~..c "CUrrent Interest Bonds" shall mean Bonds the interest on which is payable to the Bondholder on the Intereet Payment Dates with respect thereto and not only at the maturity thereof. - 8 - Iii) obligations issued or guaranteed by any instru- mentality or agency of the United States of America, whether now existing or hereafter organized, including but not limited to those of the Federal Financing Bank, the members of the Farm Credit System whether individually or consolidated, Federal Home Loan Banks, the Export-Import Bank, Government National Mortgage Association and the Tennes.ee Valley Authority; (iil) evidences of ownership of proportionate interelts in future interest or principal payment a on specified obliga. tions described in clause (i) of this definition held by a bank or trust company as custodian, under which the owner of the investment ie the real party in intere.t and ha. the right to proceed directly and individually against the Obligor on the underlying obligations described in clause (i) of this definition, and which underlying obligations are not available to satisfy any claim of the custodian or any person claiming through the custodian or to whom the custodian may be obli- gated; and (iv) municipal obligations, the timely payment of the principal of, intere.t on and redemption premium, if any, on which are irrevocably secured by obligations described in clause (i) of this definition which will provide sufficient moneys for the payment of the principal of, interest on and redemption premium, if any, of such municipal obligations and which obligations delcribed in clause (i) have been deposited in an escrow account irrevocably pledged to the payment of the principal of, interest on and redemption premium, if any, of such municipal Obligations. "Improvements" ehall mean such improvements, renewals and replacements of the Parking System or any part thereof and such extenaions and addition. thereto a. may be nec....ry or desir.ble, in the judgment of the City, to keep the same in proper condition for the safe, efficient and economic operation thereof and to integrate into the Parking System any unit or part thereot, and shall include such land, structures and facilities as may be authorized to be acquired or constructed by the City under the provisions of State law and such improvements, renewals and replacemants of such land, structu:r-.. and facilities of the Parking System and Buch extensions and additions thereto as may be neces.ary or de.irable fo:r- continuous and efficient service to the public. "Insurance Agreement - shall mean the Insurance Agreement to be entered into between the City and the Seri.s 1996A Bond Insurer in connection with the Series 1996A Reserve Policy to the extent a portion of the Reserve Account Requirement ie funded with the Seriel 1996A Reaerve Policy. 'Interelt Commencement Oate" shall mean, with reopect to any Capital Appreciation and Income BondI, the date specified in the - 10 - "Daily Newspaper" shall mean a newspaper pubLished .1 ~~i;~~~r ~..~gku.age on at least three I J) buline.. dals ir "Debt Service Account" shall mean the Parking Revenue Debt Service Account, a special account within the Enterpris< created and designated by Section 50S of this Resolution. "Defaulted Interest" shall have the meaning attributed t term in Section 202 of this Resolution. "DTC" shall mean The Depository Trust Company, New Yorl York, its successors and their as.igns. "Depo.itary" shall mean any bank or trust company authorized by law to engage in the banking business and desi( by the Finance Director as a depositary of moneys unde provisions of this Resolution. "Enterprise Fund" shall mean the Parking System Entel Fund, the special fund described in Section 504 of this Resoh "Escrow Agent" shall mean First Union National Bal Florida, Miami, Florida, in the capacity of eocrow agent relpect to the Prior BondI. "Escrow Agreement" shall mean the Escrow Deposit Agreemf be entered into between the City and the Escrow Agent in conn~ with the refunding of the Prior Bonda. "Finance Director" shall mean the Director of Finance c City or the officer lucceeding to hie or her principal funct -Financial Statemente" shall mean the audited finll statementa of the City relating to the Parking System, prepal accordance with generally accepted accounting principles appli to parking syetems owned by cities, which in the case 0 Parking System may be those provisions of the City'. Consoli Audited Financial Report relating to the Parking System. "Fiscal Year" shall mean the period commencing on the day of OCtober and ending on the last day of September 0 following year ae the same may be amended from time to ti conform to the fiscal year of the City. -Government Obligations" shall mean any of the followir the extent the aaml il legal for the investment of public under State law: (i) direct general obligations of, or obligatior timely payment of the principal of and intereat on whic unconditionally guaranteed by, the United States of Ame - 9 - Mayor's Certificate with respect to the Series 1996A Bone pursuant to the Series Resolution for any other Series of with respect to such Bonds (which date must be prior tc maturity date of such Bonds) after which intereBt accruing on Bond. ahall be payable semi-.annually with the first such pa datti' being the applicable Interest Payment Date immedi. aucceeding such Interest Commencement Date. "Interest Payment Date" shall mean the dates for the pa of interest on a Series of Bonds as shall be established iJ Mayor's Certificate with respect to the Series 1996A Bone pursuant to the Series Resolution for any other Series of ) with respect to euch Bonds. "Interest Rate Swap" shall mean an agreement in writing b between the City and another entity (the "Counterparty") pur: to which (1) the City agrees to pay to the Counterparty an am. either at one time or periodically, which is determine reference to a rate of interest or formula and a "notional" af specified in such agreement, during the period specified in agreement and (ii) th. Counterparty agree. to pay to the eif amount, either at one time or periodically, which ie determint reference to a different rate of interest or formula but the "notional" amount specified in such agreement, during the p~ specified in luch agreement. "Interim Bonds or Notes" shall mean bonds or notes i.aut the City with a final maturity not longer than 60 month. (or It period if then so permitted by the proviSion. of State law reIi' to the i.suance of bond anticipation notes by municipalitie! anticipation of the refinancing thereof from all or a portie the proceeda of a Seriea of Bonds i..ued under this Resoluti( "Inveetment Obligations" shall mean and include such ob: tions a. are legal for the investment of public funds by the under State law. "Letter of Repreeentations" shall mean the letter of reprf tation. from the City and other necessary parties. if inclUding the Bond Regiatrar, to DTe with respect to I depooited with OTC in its book-entry Iystem. "Liquidity Facility" shall mean a letter of credit, poli, municipal bond insurance, guaranty, purcha.e agreement, I ir credit or similar facility in which the entity providing facility agrees to provide funds to pay the purchase pric Optional Tender Bonds upon their tender by the Holders of Opt. Tender Bonds provided that such entity i. at the time of prov luch facility of lufficient credit quality to entitle debt bi by itl Liquidity Facility to be rated in one of the two hi, short-term rating categoriel (without regard to any grada! within auch categories) in which providerl of similar facil" are then rated by either Moody'l or Standard' Poor's. - 11 - C-4 <,.~.~ ::-:-~-----":~-~:'~---....-,.... "Maximu~ Principal and Interest Requirements" shall mean the maximum amount of Principal and Interest Requirements for any Fiscal Year. "Mayor" shall mean the Mayor of the City, or in his or her absence, the Vice Mayor of the City, or the officer succeeding to his or her principal functions. "Mayor's Certificate" shall mean the certificate to be executed by the Mayor 'prior to or at the time of the execution of the Bond Purchase Agreement, which shall provide the detail. of the Series 1996A Bonds. "Moody's" ehall mean Moody's Investors Service, Inc., its succe..or. and assigns, and if such entity no longer performs the functions of a securities rating agency, "Moody's" shall refer to any other nationally recognized securities rating agency designated by the City in a written certificate filed with the City Clerk. "Net Revenues" for any particular period shall mean the amount of Revenues for Buch period less the Current Expenses for such period. "Official Statement" shall mean the Official Statement to be delivered by the City in connection with the issuance of the Series 1996A Ilands. "Optional Tender Bonds" shall mean all or the portion of a Series of Bonds i.sued under this Resolution, a feature of which i8 an option on the part of the Holders of such Bonds to tender Buch Bonda to the City, a trustee or other fiduciary for such Holders for payment prior to stated maturity. "OUtstanding" shall mean, when used with respect to the Bonds, all Bond. theretofore delivered except: I i 'r ~; (a) Bonds paid, redeemed or delivered to or acquired by the City and canceled, and (b) Bonds deemed to have been paid in accordance with Section 307 or Section 1101 of this Resolution. "Parking Director" shall mean the City's Director of the Parking System or the employee of the City succeeding to his or her principal functions. "Parking System" shall mean the City's parking system pursuant to which parking facilities are made available by the City for public parking of automobiles and other motor vehicles upon payment of a- fee or Charge for the privilege of parking, whether Buch facilities are owned by the City, leased by the City .s lessor or le..ee, or consist of parking spaces on public streets (whether such streets are City streets, County roads or State roads) for which the City lawfully chsrges a parking fee by meter or otherwise - 12 - such Interim Bonds or Notes have been dUly authorized by the City; provided, however, none of the interest or principal on Interim Bonds or Notes shall be included in PrinCipal and Interest Requirements if the Commission shall detennine in the resolution authorizing the i.suance of such Interim Bonds or Notes that such Interim Bonds or Notes shall be Subordinated Indebtedness hereunder; (C) with respect to Optional Tender Bonds, PrinCipal and Interest Requirements shall not include the principal amount of such Optional Tender Bonds payable upon exercise by the holders thereof of the option to tender such Bonds for purchase to the extent and for so long as a Liquidity Facility shall be in full force and effect with respect to such Optional Tender Bonds but shall include the regularly sched- uled principal payments on euch Optional Tender Bonds, either upon payment at maturity or redemption in satisfaction of the Amortization Requirements for such Optional Tender Bonds; provided, however, that during any period of time after the issuer of the Liquidity Facility or any Credit Facility has advanced funds thereunder and before such amount is repaid, Principal and Interest Requirements shall include the princi- pal amount so advanced and interest thereon, in accordance with the principal repayment schedule and interest rate or rates specified in the Liquidity Facility or the Credit Facility; (d) with respect to Capital Appreciation Bonds, the prinCipal and interest portions of the Accreted Value becoming due at maturity or by virtue of an Amortization Requirement shall be included in the calculations of PrinCipal and Interest Requirements in the Fiscal Year in which said principal and interest portions are due and payable; eel with respect to Capital Appreciation and Income Bonde, the principal and interest portions of the Appreciated Value becoming due at maturity or by virtue of an" Amortization Requirement shall be included in the calculations of Principal and Interest Requirements in the Fiscal Year in which .aid principal and interest portions are due and payable; ef) if all or a portion of principal of or interest on a Series of Bonds is payable from the proceeds of Buch Bonds or from other amounts set aside irrevocably for euch purpose, together with projected earnings thereon to the extent such earnings are projected to be from InveBtment Obligations, such principal or interoat on such Seri.. of 80nds shall not be included in Principal and Intere.t Require- ments; (g) To the extent that the City has entered into an Interest Rate Swap with respect to any Bonde and notwithstand- ing the provisions of clauses (a) through ef} above, while the Interest Rate Swap is in effect and the Counterparty has not - 14 - ~l -, and shall (1) include any Improvements and any Separate .Parking Facilities consolidated with the Parking System pursuant to Section 709 of this Resolution and (i1) exclude any Separate Parking Facilities not so consolidated with the Parking System. "Preliminary Official Statement" shall mean the Preliminary Official Statement to be delivered by the City in connection with the issuance of the Series 1996A Bonds. "Principal" or "principal" shall mean, (i) with respect to Current Interest Bonds, the stated principal amount thereof, (ii) with respect to Capital AppreCiation Bonds, the Accreted Value thereof. .. of any particular date of determination. and (Hi) with reepect to Capital Appreciation and Income Bonds, the Appreciated Value thereof, as of any particular date of determination. "Principal and Interest Requirements" shall mean the respec- tive amounts which are required in each Fiscal Year to provide: (i) for paying the interest on all Bonds then Out- standing which i8 payable on each Interest Payment Date in such Fiscal Year, and (H) for paying the principal of all Serial Bonds then Outstanding which i8 payable upon the maturity of Serial Bonds in such Fiecal Year, and (iii) the Amortization Requirements for the Term Bonds of such Series for auch Fiacal Year. In determining the amount of the Principal and Interest Require- ments for any Fiscal Year, the following rules shall spply: (a) with respect to Variable Rate Bonds, the interest rate shall be ...umed to be the average rate of interest for all Variable Rats Bonds for the prior Fiscal Year or portion thereof while said Bonds wers Outstanding or if there were no Variable Rate Bonds OUtstanding during such prior Fiscal Year, then the lesser of (i) the initial rate of interest on such Variable Rate Bonds and (i1) the average rate of interest for the Prior Fiscal Year under a published variable interest rate index selected by the financial adviaor to the City which is generally consistent with the rate of interest such Bonds shall bear; "average rate" with respect to Outstanding Variable Rate Bonds shall mean the rate determined by dividing the total annualized amount of interest paid on Variable Rate Bonds in such Fiacal Year or portion thereof by the average prinCipal amount of Variable Rate Bonde Outstanding during such Fiscal Year or portion thereof; (b) with respect to Interim Bonds or Note8, interest only and not ths principal shall be included in Principal and Interest Requirements if the Series of Bonds all or a portion of the proceeds of which are expected to be used to refinance - 13 - defaulted thereunder, the interest rate with respect to the prinCipal amount of such Bonds equal to the "notionalN amount specified in the Interest Rate Swap shall be assumed to be (1) if the City' 8 payment obligations under the Interest Rate Swap are computed based upon a fixed rate of interest, the actual rate of interest upon which the City's payment obligations are computed under such Interest Rate Swap and (ii) if the City's payment obligations under the Interest Rate Swap are computed based upon a variable rate of interest, the average rate of interest for the City's payment obligations under the Interest Rate Swap for the prior Fiscal Year or portion thereof while the Interest Rate Swap was in effect or if the Interest Rate Swap was not in effect during 8uch prior Fiscal Year, then the lesser of (x) the initial rate of interest for the City's payment obligations under the Interest Rate Swap and (y) the average rate of interest for the Prior Fiscal Year under a published variable interest rate index agreed upon by the City and the Counterparty which is generally consistent with the formula which shall be used to determine the City's payment Obligations; "average rate" with respect to the City's payment obligations for the Prior Fiscal Year shall mean the rate determined by dividing the total annualized amount by the City under the Interest Rate Swap in such Fiscal Year or portion thereof by the "notional" amount specified in the Interest Rate Swap for such Fiscal Year; (h) Principal and Interest Requirements shall not include the principal of, redemption premium, if any, and intereat on Subordinated Indebtedne88; and (i) Principal and Interest Requirements ahall not include the principal of, redemption premium, if any, and interest on bonds or other debt of the City is.ued or incurred for the purpose of financing the acquisition or construction of Separate Parking Facilitiea. "Prior Bonds" shall mean the City's $12,000,000 Parking Revenue Bonds, Series 1988, of which $9,680,000 principal amount are currently outstanding. "Prior Bonde Resolution" shall mean City Resolution No. 88- 19468, adopted by the Commission on December 9, 1988, as supple- mented and amended, pursuant to whieh the Prior Bond. were i.sued. "Rate Consultant" shall mean a consultant or consulting firm or corporation at the time employed by the City to perform and carry out tha dutiea impoaed on tha Rate Conaul tant by this Resolution. "Redemption Subaccount" shall mean the Redemption Subaccount, a special subaccount within the Debt Service Account created and designated by Section 505 of this Reaolution. - 15 - r_1Ii S "Refunding IBonds" shall mean the Bonds issued at any time under the provisions of Section 210 of this Resolution. "Regular Record Date" shall mean the 15th day (whether or not a business day) of the month preceding any Interest Payment Date; provided, however, that a different Regular Record Date may be provided for a Series of Bonds pursuant to the Series Resolution with respect to such Series. "Reserve Account Of shall mean the Parking Revenue Bonds Reserve Account, a special aCCount within the Enterprise Fund created and designated by Section 505 of this Resolution, including any subaccounts created therein as permitted by Section 505 of this Resolution. "Reserve Account Deposit Requirement" shall mean, unless otherwise detemined in a Series Resolution with respect to a Series ot Bonds to be secured separately by a subaccount within the Reserve Account, (i) one-twelfth (1/12) of the Reserve Account Requirement, or ot the increase thereon as a result of the issuance of a Series of Bonds, in each month until the amount on deposit in the Reserve Account shall be equal to the Reserve Account Requirement (taking into account amounts available under any Reserve Account Insurance Policy or Reserve Account Letter of Credit); and (ii) in the event any deficiency is created in the Reserve Account by a withdrawal or otherwise, the Reserve Account Deposit Requirement shall be increased, beginning in the month following the month 1n which such deficiency was created and continuing until the amount on deposit in the Reserve Account shall be equal to the Reserve Account Requirep ment (taking into account amounts available under any Reserve Account Insurance Policy or Reserve Account Letter of Credit), by an amount at least equal to one-twelfth (1/12) of the amount of, such deficiency; provided, however, that if the deficiency is created by a withdrawal under a Reserve Account Insurance Policy or a Reserve Account Letter of Credit, the Reserve Account Deposit Requirement may be satisfied either by the depolit at an amount as stated above or by the entity providing such faCility restoring at least one-twelfth (1/12) at the withdrawn amount. "Rellerve Account Insurance Policy" shall mean an insurance policy, surety bond or other acceptable evidence at insurance, it any, maintained by the City in lieu of or in partial subatitution tor cash or securities on deposit in the Reserve Account, provided that the entity providing auch facility is at the time of ao providing of sufficient credit quality to entitle debt backed by ita facility to be rated in one of the two highest rating cate. goriea (without regard to any gradationa within such categories) by either Moody's or Standard & Poor's. - 16 - condemnation awards, moneys held in the Subordinated Indebtedness Account and in any Arbi trage Rebate Fund created pursuant to Section 605 of this ReSOlution, proceeds of sales of property constituting a part of the Parking System and the proceeds of Bonds or other System Debt. "Rule" shall mean Rule 15c2-12 prescribed by the SEC pursuant to the Securities Exchange Act of 1934. "Separate Parking Facilities" shall mean, initially, the parking facilities described in Exhibit A hereto, which shall not be a part of the Parking System and any other parking facilities, including portions of the Parking System, which the Commission IIhall determine hereafter by resolution to exclude from the Parking System; provided, however, that the Commission shall not hereafter adopt a resolution designating parking facilities as Separate Parking Facilities unless the requirements therefor as set forth in Section 709 of this Resolution are met at the time of such designation. . "Serial Bonds" shall mean the Bonds of a Series which shall be stated to mature in annual installments. "Series" shall mean the Bonds delivered at anyone time under the provisions of Sections 208, 209 and 210 of this Resolution. "Series 1996A Bonds" shall mean t.he Cit.y' 8 Parking Revenue Refunding Bonds, Series 1996A, authorized to be issued pursuant to Section 208 of this Resolution. , . i f i s a I' r S n p "Series 1996A Bond Insurance Policy" shall mean the municipal bond insurance policy issued by the Series 1996A Bond Insurer guaranteeing the scheduled payment of principal of and interest on the Serie. 1996A Bonds and which shall constitute a Credit Facility hereunder. .Series 1996A Bond Insurer" shall mean Financial Security Assurance Inc., a New York stock insurance company, or any succeslor thereto. "Series 1996A Reserve Policy" shall mean, to the extent a portion of the Reserve Account Requirement is funded therewith, the municipal bond debt service reserve insurance policy issued by the Series 1996A Bond Insurer concurrently with the issuance of the Series 1996A Bonds and which shall constitute a Reserve Account Insurance POlicy hereunder. "Series Resolution" shall mean the resolution of the Commis- sion that is required by Article II of this Resolution to be adopted prior to the i.suance of any Series of Banda, other than the Series 1996A Bonds, under this Resolution. Each Series ReSOlution ahall, among other things, la) determine or provide for the determination of the details of the Bonds of such Series, including, among other things, the maximum principal amount of such e c p S C - 18 - "Reserve Account .Letter of Credit II Ihall mean In irrevocable transferable letter of credit, if any, maint'ined by the City i~ lieu of or in partial substitution for cash or securities on deposit in the Reserve Account, prOVided that the entity providing such facility ~8 at the time of so providing of sufficient credit quality to entltle debt backed by its facility to be rated in one of the two highest rating categories (without regard to any gradations within such categories) by either Moody'. or Standard & Poor's. "Rellerve Account Requirement" shall mean the le8ser of (.) Maximum Principal and Interest Requirements for all outstanding Bonc;ts in the current or any subsequent Fiscal Year, or (b) the maxlmum amount allowed to'be funded from Bond Proceeds under the Code; provided that, if the Series Resolution corresponding to a Series of Bonds provides for the establishment of a separate subaccount in the Reserve Account to secure only such Series of Bonds (with such Series of Bonds having no claim on the other moneys deposited to the credit of the Reserve Account), the Reserve Account Requirement for such Series of Bonds shall be calculated as set forth in the corresponding Series Resolution. The City shall be permitted to provide all or a portion of the Reserve Account Requirement by the execution and delivery of a Reserve Account Insurance Policy or a Reserve Account Letter of Credit or other similar arrangement which, after its issuance and delivery, will permit the Finance Director or Bond Registrar to receive the full amount covered by such arrangement without further conditions, financial or otherwise. "ResolutionR shall mean this resolution authorizing the issuance of the Series 1996A Bonds and providing for the issuance of Additional Bonds and Refunding Bonda, .. supplemented and amended .. permitted hereby. "Revenues" shall mean all moneys received by the City in connection with or all a result of its ownership or operation of the Parking System, including, but not limited to, the income derived by the City from the direct fees and charges made for parking, all indirect revenues received through the Supplying of any other services legally suppliable by the City to usen of the Parking SY8tem, all rents received by the City from the rental of space comprising any part of the Parking System, including receipts from concessionaires, all fees received by the City from the management by other parties of all or any part of the Parking Sy.tem, income received by the City from parking violation fin.s imposed upon unn of the Parking System which under State law may be applied to purposes consistent with this ReSOlution, any proceeds of use and occupancy insurance on the Parking System or any part thereof, payment. made to the City under Interest Rate Swap arrangements and income from investments made under this Resolution; provided, however, Revenues shall not include grants, contributions or donations, investment income from investments of moneys on depoeit in the Conatruction Fund and the SUbordinated Indebtednesa Account, proceeds of insurance (except use and occupancy insurance) and 17 - Series, the date thereof, the method of payment of interest thereon, the maximum maturity thereof, the redemption provisions relating thereto, including the Amortization Requirements for the Term Bonds, if any, the Bond Registrar therefor, and whether the Bonds of such Series shall be issuable in book entry or certificat- ed form, (b) define any Improvements to be financed with the proceeds of such Series, (c) provide for the application of the proceeds of the Bonds to which such Series Resolution relates, (d) if permitted pursuant to Section 50S of this Rellolution, create a separate Debt Service Account or subaccounts therein or a separate subaccount within the Reserve Account for such Series and determine the method of funding of the Sinking Fund for such Series, lei if a separate subaccount within the Reserve Account is created, establish the Reserve Account Requirement and the Reeerve.Account Deposit Requirement for such Series, (f) set forth additional covenants and provisions with respect to any Series required in connection with the obtaining of a Credit Facility. a Liquidity Facility, a Reserve Account Insurance Policy, a Reserve Account Letter of Credit, or an Interest Rate Swap, including any special provisions designed to comply with repayment requirements under re. imbursement or repayment agreements with the entities providing such facilities, and (g) provide for the award of the Series of Bonds to the purchasers thereof, and such other matters as the Commis.ion shall determine: provided, however, the Commis.ion may provide in the Series Resolution that all matters set forth above except the maximum principal amount of any Series and the defini- tion of any Improvement to be financed with the proceeds of such Series may be determined by the Commission in a .ubsequent resolu~ tion awarding such Series to the purchasers thereof or by the Mayor in a Certificate of the Mayor. "SEC" shall mean the Securities and Exchange Commission. "Short-Term Indebtedness. shall means all indebtedness incurred or a.sumed by the City (excluding bond anticipation notes issued as Interim Bonds or Notes), with respect to the Parking Syetem for any of the follOWing: (i) Payments of prinCipal and interest with respect to money borrowed for an original term, or renewable at the option of the City for a period from the date originally incurred, of one year or Ie..; (ii) Payments under leases having an original term, or renewable at the option of the lessee for a period from the date originally incurred, of one year or les., and (lii) Payment. under installment purchase contracts having an original term of one year or le.s. 'Special Record Date" ahall mean a date fixed by the Bond Registrar for the payment of Defaulted Interest pur.uant to Section 202 of this Re.olution. - 19 - C-6 ~ I ~ [I I' f -\ i' I I "Standa~p. & Poor's" shall mean Standard & Poor's Ratings Services, a 'Oivisioa of McGraw-Hill. Inc.. its successor and assigns, and if such entity no longer performs the functions of a securities rating agency, "Standard & Poor's" shall refer to any other nationally recognized securities rating agency designated by the City in a written certificate filed with the City Clerk. "State" shall mean the State of Florida. "Subordinated Indebtedness" shall mean bonds, notes or other forms of indebtedness, the payment of the principal of which or interest or redemption premium on which are payable solely from moneys which may from time to time be on deposit in the Subordi nated Indebtedness Account under this Resolution and which is designated as Subordinated Indebtedness by the Commission in the resolution authorizing the issuance of such Indebtedness. "Subordinated Indebtedness Account" shall mean the parking Subordinated Indebtedness Account. a special account within the Enterprise Fund created and designated by Section 505 of this Resolution. .System Debt" shall mean Alternative Parity Debt, Short Term Indebtedness, .Subordinated Indebtedness, Interim Bonds or Notes and any other indebtedness incurred by the City in connection with the Parking_System other than Bonds issued under Article II of this Resolution. "Term Bonds" shall mean the Bonds of a Series so designated in the Mayor's Certificate with respect to the Series 1996A Bonds or pursuant to the Series ReSOlution for any other Series of Bonds with respect to such Bonds. .Underwriters" shall mean the underwriters for the Series 1996A Bonds being Goldman, Sachs & Co., William R. Hough & Co., Smith Barney, Inc. and PaineWebber Incorporated. .Variable Rate Bonds" shall mean any Bonds issued under this Resolution the interest rate on which is not established at the time of issuance at a fixed numerical rate. Section 102. Rules of Construction. Words of the masculine gender shall be deemed and construed to include correlative words of the feminine and neuter genders. Unless the context shall otherwise indicate, the words "Bond", "owner", "Holder" and "person" shall include the plural as well as the singular number, the word "person" shall mean any individual, corporation, part- nership, joint venture, association, joint-stock company, trus~, unincorporated organization or government or any agency or po11- tical subdivision thereof, and the word "Holder" or "Bondholderft when used herein with respect to Bonds issued hereunder shall mean the Holder or registered owner, as the case may be, of Bonds at the time issued and outstanding hereunder. The word "mayft shall mean - 20 - ARTICLE II PORM, EXBCUTION, DELIVERY AND REGISTRATION OP BONDS Section 201. Issuance of Bonds. For the purpose of providing funds for refunding the Prior Bonds, Bonds of the City shall be issued under and secured by this Resolution subject to the condi- tions hereinafter provided in Section 20a of this Article. Bonds of the City may also be issued under and secured by this Resolu- tion, subject to the conditions hereinafter provided in Sections 209 and 210 of this Article, for the purpose of paying the cost of Improvements and refunding all or any portion of the Bonds of o~e or more Series issued by the City under the proviSions of thl.B Resolution. The principal of and the interest on all such Bonds shall be payable solely from the special account hereinafter created and designated "Parking Revenue Bonds Debt Service Account" or other separate Debt Service Accounts created under the provi- sions of Section 50S of this Resolution, and all of the covenants. agreements and provisions of this Resolution shall be for the benefit and security of all and singular the present and future Holders of the Bonds so issued or to be issued, without preference, priority or distinction as to lien or otherwise, except as other- wise hereinafter provided. of anyone Bond over any other Bond by reason of priority in the issue, sale or negotiation thereof, or otherwise. Section 202. Details of Bonds. Each Series of Bonds issued hereunder, other than the Series 1996A Bonds created under Section 208 hereof, shall be created by a Series Resolution. The Bonds of each Series issued under the provisions of this Article shall be designated "City of Miami Beach, Florida Parking Revenue Bonds, Series _," or such appropriate variation thereof as contained herein or in any Series Resolution in each case inserting an identifying Series year, and if more than one Series are expected to be issued in a single calendar year, inserting an identifying Series letter in addition to the year. Except as otherwise provided in the Mayor's Certificate with respect to the Series 1996A Bonds or pursuant to the Series Resolution relating to any other Series of Bonds with respect to such other Bonds. the Bonds of any Series are issuable in fully registered form without coupons in denominations (either with respect to original principal amount or principal amount payable at maturity) of $5,000 or any whole multiple thereof. Bonds shall be numbered consecutively from R-l upwards. Bonds of each Series shall be dated, and shall bear interest until their payment at a rate or rates, including rates which may vary, not exceeding the maximum rate then permitted by law, such interest being payable and such Bonds being subject to redemption prior to their respective maturities, all as provided in the Mayor's Certificate with respect to the Series 1996A Bonds or pursuant to the Series Resolution for any other Series of Bonds with respect to such other Bonds. - 22 J T "may, but shall not be requir,ed to" and the word" i'ncluding" shall mean "including, without limItation". Section 103. Resolution Constit.utes Contract.. In consider- ation of the acceptance of the Bonds authorized to be issued hereunder by those who shall own the same from time to time, this Resolution shall be deemed to be and shall constitute a contract betwl!!en the City and such Bondholders, and the covenants and agreements herein set forth to be performed by the City shall be for the equal benefit, protection and security of the owners of any and all of such Bonds. all of which shall be of equal rank and without preference, priority, or distinction of any of the Bonds over any other thereof except as expressly provided therein and herein. (END OF ARTICLE II - 21 - Unless otherwise provided in the Series Resolution pursuant to which a Series of Bonds is issued, each Bond shall bear interest from the Interest Payment Date next preceding the date on which it is authenticated unless it is (a) authenticated upon any Interest Payment Date in which event it shall bear interest from such Interest Payment Date or (b) authenticated before the first Interest Payment Date in which event it shall bear interest from its date; provided, however, that if at the time of authentication of any Bond interest is in default, such Bond shall bear interest from the date to which interest has been paid; except for (i) Capital Appreciation Bonds which shall bear interest as described under the defined term Accreted Value, payable only upon redemp- tion, acceleration or maturity thereof and (il) Capital Apprecia- tion and Income Bonds which shall bear interest as described under the defined term Appreciated Value payable on the amount due at maturity but only from and after the Interest Commencement Date. Unless otherwise provided in the Series Resolution pursuant to which a Series of Bonds is issued, both the principal of and the interest on the Bonds shall be payable in any coin or currency of the United States of America (or other coin or currency provided for in the Series Resolution applicable to any Series) that is legal tender for the payment of public and private debts on the respective dates of payment thereof. Unless otherwise provided in the Series Resolution pursuant to which a Series of Bonds is issued, the principal of the Bonds shall be payable upon the presentation and surrender of such Bonds as the same shall become due at the principal office of the Bond Regis- trar. Unless otherwise provided in the Series Resolution pursuant to which a Series of Bonds is issued, any interest on any Bond which is payable, and is punctually paid, or for which payment is duly provided, on any Interest Payment Date shall be paid to the person in whose name the Bond is registered in the registration books provided for in Section 206 of this Resolution (hereinafter. as used in this Section, the "Holder") at the close of bUl!liness on the Regular Record Date. The Bond Registrar shall pay interest which is payable on the Bonds by check or draft mailed to the persons entitled thereto on the Interest Payment Date; provided, however, that, unless otherwise provided by Series Resolution with respect to any Series of Bonds, each Holder of Bonds aggregating not less than $1,000,000 shall be entitled to the payment of such interest by wire transfer within the continental United States. Unless otherwise provided in the Series Resolution pursuant to which a Series of Bonds is issued, any interest on any Bond which is payable. but is not punctually paid, or for which payment is not duly provided, on any interest payment date (herein called "Defaulted Interest") shall forthwith cease to be payable to the Holder on the relevant Regular Record Date solely by virtue of such Holder having been such Holder, and such Defaulted Interest may be 23 - C-7 s, s I . i f i s a p r S n p .. c, po s' c. paid by' the Citl'f. at its election in each case, as provided in Subsection A or B below: A. The City may elect to make payment of any Defaulted Interest on the Bonds of any Series to the persons in whose names such Bonds are registered at the close of business on a Special Record Date for the payment of such Defaulted Interest, which shall be fixed in the following manner. The City shall notify the Bond Registrar in writing of the amount of Defaulted Interest proposed to be paid on each Bond and the date of the proposed payment (which date shall be such as will enable the Bond Registrar to comply with the next sentence hereof), and at the same time the City shall depOSit or cause to be deposited with the Bond Registrar an amount of money equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the Bond Registrar for such deposit prior to the date of the proposed payment. such money when deposited to be held in trust for the benefit of the persons entitled to such Defaulted Interest as in this Subsection provided. Thereupon the Bond Registrar shall fix a Special Record Date for the payment of such Defaulted Interest which shall be not more than lS nor le8s than 10 days prior to the date of the proposed payment and not les8 than 10 days after the receipt by the Bond Registrar of the notice of the proposed payment. The Bond Registrar shall promptly notify the City of such Special Record Date and, in the name and at the expense of the City, shall cause notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor to be mailed, lirst-class postage prepaid, to each Holder at such Holder's address as it appears in the registration books provided for in Section 206 of this Resolution not less than 10 days prior to such Special Record Date. The Bond Registrar may, in ita discretion, in the name and at the expense of the City, cause a similar notice to be published at least once in a Daily Newspaper of general circulation published in the County, and in a Daily Newspaper of general circulation or in a financial journal pub. lished in the Borough of Manhattan. City and State of New York, but such publication shall not be a condition precedent to the e.ta~ blishment of such Special Record Date. Notice of the proposed payment 'Of such Defaulted Interest and the Special Record Date therefor having been mailed as aforesaid, such Defaulted Interest shall be paid to the persons in whose names the Bonds of such Series are registered on such Special Record Date and shall no longer be payable pursuant to the following Subsection B. The Bond Registrar shall pay such Defaulted Interest which is payable on the Bonds pursuant to this clause A by check or draft mailed to the persons entitled thereto on the date fixed for the payment of such Defaulted Interest pursuant to this claus. A; prOVided, however, the Commission pursuant to the Series Resolution for a Series may provide for payment of such Defaulted Interest by the Bond Regis- trar by wire transfer. S. The City may make payment of any Defaulted IntereBt on the Bonds of any Series in any other lawful manner not inconsistent with the requirements of any securities exchange on which such - 24 - (PORM OP BOND) [rac. of Bond) NO,_ $ _.000 United Stat.s of America Stat. of Plorida Ci ty of Miami S.ach Parting Revenue Bond Series Maturity Date lntere.t Rate Original I..ue Oat. CUsip RBGISTKRBD HOLDKR, PKZHCXPAL AMOUNT: The City of Miami Beach (herein called the "City"), a politi- cal subdivision and public body politic and corporate in Dade County, Florida, duly organized and operating under the Constitu- tion and laws of the State of Florida, is justly indebted and for value received hereby promises to pay to the registered holder shown above or to the registered assigns or legal representative thereof on the date specified above (or earlier 8S hereinafter referred to), upon the presentation and surrender hereof, at the principal office of , in the City of (the "Bond Registrar"), the principal sum shown above, and to pay to the registered owner hereof, by check or draft mailed to the registered owner at such registered owner's address as it appears on the bond regiltration books of the City, or by wire transfer within the continental United States to the registered owner of at least $1,000,000 principal amount of the Bonds, interest on such prin- cipal sum from the date hereof or from 1 or - 1 next preceding the date of authentication to which interest shall have been paid, unless such date of authentication ia a 1 or 1 to which interest .h~ll have been paid, in which case from such date, such interest to the maturity hereof being payable on 1 and 1 in each year, commenCing I, ...---' at the rate per annum specified above, until payment of such principal sum. The interest 80 payable and punctually paid, or duly provided for, on any interest payment date will be paid to the person in whose name this bond is registered at the close of business on the Regular Record Date for such interest, which shall be the 15th day (whether or not a buaines8 day) of the calendar month next preceding such interest payment date. Any such interest not so punctually paid or duly - 26 - C-8 Bonds may be listed and upon such notice as may be re~ired b, exchange, if, after notice given by the City t6 the Bond Reg; of the proposed payment pursuant to this Subsection, such pa shall be deemed practicable by the Bond Registrar. Subject to the foregoing provisions of this Section, ead delivered under this Resolution upon transfer of or in exchang or in lieu of any other Bond shall carry all the rights to lnt accrued and unpaid, and to accrue, which were carried by Such Bond and each such Bond shall bear interest from such date, neither gain nor lOBS in interest shall reBult form such tran exchange or substitution. Section 203. Execution and Form of 8onql.. The Bonds eha signed by or bear the facsimile signature of the Mayor and aha signed by or bear the facsimile signature of the City Clerk anI official seal of the City or a. facsimile thereof shall be impn or imprinted on the Sonds; provided, however, that if requir~ State law at the time of such execution, the Bonds shal manually executed by the Mayor. In case any officer whose si ture or a facsimile of whose signature shall appear on any B shall cease to be such officer before the delivery of such Bo such signature or such facsimile shall nevertheless be valid sufficient for all purposes the same as if he had remaine< office until such delivery and also any Bond may bear the facsi, signature of, or may be signed by, such persons as at the ac time of the execution of such Bond shall be the proper officer execute such Bond although at the date of such Bond such per~ may not have been such officers. The Bonds issued under provisions of this Article, the certificate of authentication, statement of validation, if any, the opinion certification and form of assignment shall be, respectively, in the fOllowing fc with such appropriate variations, omission. and ineertion. .. be required or permitted by this Resolution, the Msyor'. Certi cate with respect to the Series 1996A Bonds or the Series Resc tion pursuant to which any other Bonde are is.ued with respect such Bonds. All Bonds shall be endorsed thereon with such lege or text ae may be necessary or appropriate to conform to the app cable rules and regulations of any governmental authority or securities exchange on which such Bonds may be listed or to requirements of law with respect thereto. The forms of Bonds may be changed to reflect appropri provisions for different types of Bonds authorized under t ReSOlution, including, without limitation, provisions for Capi AppreCiation Bonds, Capital AppreCiation and Income Bonde, Inte Bonds, Variable Rate Bonds, Optional Tender Bonds and Converti) Bonds. - 25 - provided for shall forthwith cease to be payable to the registerE holder on such Regular Record Date, and may be paid to the persc in whose name this bond i8 registered at the close of bU8iness c a Special Record Date for the payment of Such defaulted interest t be fixed by the Bond Registrar, notice whereof being given to th holders not les8 than 10 days prior to such Special Record Date, 0 may be paid at any time in any other lawful manner not incon.lsten with the requirements of any securities exchange on which the bond of this series may be listed and upon Such notice as may b- required by such exchange, or as more fully provided in tho Resolution under which this bond is issued hereinafter mentioned 0 by wire transfer as mentioned above. Such payment of interest shall be by check mailed to the holder at such hOlder' 8 address at it appears on the bond registration books maintained by the Bon< Registrar, All such payments shall be made in such coin or cur. rency of the United States of America as at the time of payment iE legal tender for payment of public and private debts. This bond shall not he deu!m@d to constitut:e an indebtedness of che City within the meaning of any constitutional or statutory provision or limitation and the City is not obligated to pay the principal of, the premium, if any, or the interest on this bond except from the special fund hereinafter mentioned, and the faith and credit of the City are not pledged to the payment of the principal of, the premium, if any, or the intereat on this bond. The issuance of this bond shall not directly, indirectly or contingently obligate the City to levy or to pledge any taxes whatever therefor or to make any appropriation for the payment of the prinCipal of, the premium, if any, or the interest on this bond except as provided in the hereinafter described Re8olution. ADDITIONAL PROVISIONS OF THIS BOND ARE SET FORTH ON THE REVERSE HEREOF AND SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS IF SET FORTH HERE. This bond shall not be valid or become obligatory for any purpose or be entitled to any benefit or security under the Reso- lution until this bond shall have been authenticated by the execu. tion by the Bond Registrar of the certificate of authentication endorsed hereon, - 27 - -=:--~._-'-;- IN WtTNE~S WHEREQF, said City of Miami Beach. by resolution duly adopted by its City Commis.ion, has caused this bond to be signed by (bear the facsimile signature of] its Mayor and to be signed by (bear the facsimile signature ofl its City Clerk. and a facsimile of the official seal of the City to be imprinted hereon. Ma yor [SEAL] City Clerk CERTIPICATB OP AtITIDIl'1'ICATION This bond is one of the bonds of the series designated herein and issued under the provisions of the within-mentioned Resolution. Bond Registrar By' Authorized Signatory Date of authentication: .. ..'.. .. (Reverse Side of Bond) This bond is one of a series of bonds designated "parking Revenue Bonds, Series _" and issued by the City of Miami Beach, Florida (the "City.) for the purpose of providing funds, with any other available funds, for and this bond is issued under and pursuant to that certain resolution adopted by the City Commission of the City on , 1996 (the "Resolution"), The bonds of this series consist of bonds maturing on 1 of the years _ to _, inclusive (the "Serial Bonds") and of bonds maturing on , 1 ___ (the "Term Bonds"). The Term Bonds are subject to mandatory redemption at 100' of the principal amount thereof, plus accrued interest, but - 28 - The holder of this bond shall have no right to enforce the provisions of the Resolution, or to institute action to enforce the covenants therein, or to take any action with respect to any event of default under the Resolution, or to institute, appear in or defend any suit or other proceeding with respect thereto, except as provided in the Resolution. Modifications or alterations of the Resolution or of any ordinance supplemental thereto may be made only to the extent and in the circumstances permitted by the Resolution. The bonds are issuable as fully registered bonds of the denomination of $5,000 or any whole multiple thereof. At the principal office of the Bond Registrar, in the manner and subject to certain conditions provided in the Resolution. bonds may be exchanged for an equal aggregate principal amount of bonds of the same maturity, or authorized denomination and bearing interest at the same rate. The Bond Registrar is required to keep at its principal office the books of the City for the registration of and for the registra- tion of transfers of bonds. The transfer of this bond may be registered only upon such books and as otherwise provided in the Resolution upon the surrender hereof to the Bond Registrar together with an assignment duly executed by the registered owner hereof or such registered owner's attorney or legal representative in such fonn as shall be satisfactory to the Bond Registrar. Upon any such registration of transfer, the Bond Registrar shall deliver in exchange for this bond a new bond or bonds. registered in the name of the transferee, of authorized denominations, in an aggregate principal amount equal to the unredeemed principal amount of this bond, of the same maturity and bearing interest at the same rate. The Bond Registrar shall not be required to exchange or register any transfer of this bond after this bond has been selected for redemption. This bond is issued and the Resolution was adopted under and pursuant to the laws of the State of Florida. The Resolution provides for the creation of a special account designated "Parking Revenue Bonds Debt Service Account", which fund is pledged to and charged with the payment of the principal of, premium, if any, and the interest on all bonds issued and outstanding under the Resolution [the language in the preceding clause will change if a separate Debt Service Account is created for a series of bonds pursuant to Section 505 of the Resolution]. and the City has covenanted in the Resolution to deposit to the credit of said special fund a sufficient amount of the Net Revenues (as defined in the Resolution) of the City's Parking System (as defined in the Resolution) to provide for the payment of the principal of, premium. if any, and interest on the bonds issued under the provisions of the Resolution as the same ahall become due and to create a reserve for such purpose. - 30 . L Hf without premium, on in the following amounts: 1 of the following years and [Here insert Amortization Requirements] The bonds of this series at the time outstanding which mature after I, _ may be redeemed prior to their respective maturities. at the option of the City. from any moneys that may be made available for such purpose. either in whole, on any date not earlier than 1, _' or in part, in any order of maturity selected by the City. on any interest payment date not earlier than I, _' at the following redemption dates and at the following redemption prices (expressed as percentages of principal amount to be redeemed) plus accrued interest to the redemption date as follows: Redemption RedemDtion Dates Inclusive ~ I, to . 1, _ to ==== =, - 1, _ and thereafter _t If less than all of the bonds of anyone maturity shall be called for redemption, the particular bonds to be redeemed shall be selected by lot as provided in the Resolution. At least thirty (0). but not more than sixty (60), days before the redemption date of any bonds to be redeemed. whether such redemption be in whole or in part. the City shall cause a notice of such redemption to be filed with the Bond Registrar and mailed, first class postage prepaid, to all registered owners of bonds to be redeemed in whole or in part at their last addresses appearing upon the registration books of the City as of the date 35 days prior to the date fixed for redemption. The failure to mail such notice to any such registered owner shall not affect the validity of such redemption. On the date fixed for redemption, notice having been given as aforesaid, the bonds or portions thereof so called for redemption shall be due and payable at the redemption price provided for the redemption of such bonds or portion thereof and, if moneys for payment of such redemption price and the accrued interest are held by the Bond Registrar or an appropriate fiduciary institution acting as escrow agent, as provided in the Resolution, interest on the bonds or the portions thereof so called for redemption shall cease to accrue. If a portion of this bond shall be called for redemption, a new bond or bonds in principal amount equal to the unredeemed portion hereof will be issued to the registered owner hereof or his legal repre- sentative upon the surrender hereof. - 29 - All acts, conditions and things required by the constitution and laws of the State of Florida and the ordinancesanct resolutions of the City to happen. exist and be performed precedent to and in the issuance of this bond have happened. exist and have been performed as so required. ........ [If the Bonds of a Series have been validated pursuant to Chapter 75, Florida Statutes, such Bonds shall have endorsed thereon a statement in substantially the following form.) STATIIIIIlNT OP VALIDATION This bond is one of a Series of Bonds which were validated by judgment of the Circuit Court for Dade County rendered on ........ OPINION CERTIPICATION 1 HEREBY CERTIFY that the foregoing is a true and correct copy of the legal opinion on the Bonds therein described which was manually signed by , and waB dated as of the date of delivery of and payment for said Bonds. City Clerk - 31 - C-9 ASSIGIIMBNT FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto Sf the w1thin bond and all rights thereunder, and hereby 1rrevocably constitutes and appoints attorney to register the transfer of the within bond on the books kept for registration thereof with full power of substitution in the pre- mises. Dated, 5. 5 S S 5 5 s S NOTICE: The signature to this assignment must correspond with the name as it ap- pears on the face of the within bond in every particular. without alteration or enlargement or any change whatever. Signature Guaranteed: NOTICE: Signatures must be guaranteed by a member firm of the New York Stock Ex- change or a commercial bank or a trust company. (PORM OP ABBIlZVZATZONS POR BONDS) The following abbreviations, when used in the inscription on the face of the within Bond, shall be construed as though they were written out in full according to applicable laws or regulations. TEN COM TEN ENT JT TEN as tenants in common as tenants by the entireties as joint tenants with the right of survivor- Ship and not as tenants in common UNIFORM GIFT MIN ACT Custodian (Cust) (Minor) under Uniform Gifts to Minors Act (State) Additional abbreviations may also be used though not in the above list. .. .. .. .. .. - 32 - of transfer, but no other charge shall be made to any owner of Bonds for the privilege of exchanging or registering the transfer of Bonds under the provisions of this Resolution. Neither the City nor the Bond Registrar shall be required to make any such exchange or registration of transfer of Bonds during the fifteen (15) days immediately preceding the date of first publication or mailing of notice of such redemption, or after such Bond or any portion thereof has been selected for redemption. Section 207. Ownershin of Bonds. As to any Bond, the person in whose name the same shall be registered shall be deemed and regarded as the absolute owner thereof for all purposes, and the interest on any such Bond shall be paid only to or upon the order of the registered owner thereof or such registered owner's legal representative. All such payments shall be valid and effectual to satisfy and discharge the liability upon such Bond including the premium, if any, and interest thereon to the extent of the sum or sums so paid. r e i f i s Refun~~~~i~~ p~~~~ BO::;:~o~;:~~t~~ed o~al:e~~e~erl;@986A19:~~d:on~~~ There shall be initially issued at one time, under and secured by this Resolution, a Series of revenue bonds of the City which shall bear the designation ~City of Miami Beach, Florida Parking Revenue Refunding Bonds, Series 1996A~. The Series 1996A Bonds shall be issued in an aggregate principal amount not to exceed 'TWelve Million Dollars ($12,000,0001 for the purpose of providing funds, together with any other available moneys, for (al refunding the Prior Bonds, (b) funding a portion of the Reserve Account Require- ment and (c) paying a portion of the costs of issuing the Series 1996A Bonds, including premiums with respect to the Series 1996A Bond Insurance Policy and, to the extent applicable, the Series 1996A Reserve Policy. a' The Series 1996A Bonds shall be issued in such aggregate prinCipal amount, shall be dated, shall be stated to mature (subject to the right of prior redemption as hereinafter set forth) on such date or dates and in such year or years, shall bear interest at such fixed rate or rates, not to exceed 8.50\, payable on such Interest Payment Dates, shall be Serial Bonds and/or Term Bonde, the Term Bonds, if any, shall have Buch Amortization Requirements, may be made redeemable at such times and prices (Subject to the provisions of Article III of this Resolution), may be in the form of Current Interest Bonds or Capital Appreciation Bonds or Capital Appreciation and Income Bonds or any combination thereof, and shall have such other terms, all as determined by the Mayor and as provided in the Mayor's Certificate. Payment of the principal of and interest on the Series 1996A Bonds shall be insured by the Series 1996A Bond Insurance Policy and, to the extent described below, a portion of the Reserve Account Require. ment with respect to the Series 1996A Bonds may be funded with the Series 1996A Reserve Policy. P' r. S: n. P' e. c. pc S. C. - 34 - Section 204. Authentication of Bonds. Qnly sucU of the as shall have endorsed thereon a certificate of authentic. SUbstantially in the form set forth above. duly executed bj Bond Registrar, shall be entitled to any benefit or security I this Resolution. No Bond shall be valid or obligatory fOI purpose unless and until such certificate of authentication! have been duly executed by the Bond Registrar, and such certif. of the Bond Registrar upon any such Bond shall be concll evidence that such Bond has been dUly authenticated and deli, under this Resolution and the Series Resolution relating to Bond. The certificate of authentication on any Bond shal deemed to have been duly executed if signed by an authOl officer of the Bond Registrar, but it shall not be necessary the same officer sign the certificate of authentication on aJ the Bonds that may be issued hereunder at anyone time. Section 205. Exchanae of Bonds. Bonds, upon surre thereof at the principal corporate trust office of the Bond Re trar, together with an assignment duly executed by the regist owner or such registered owner's attorney or legal represent a in such fo~ as shall be satisfactory to the Bond Registrar, at the optJ.on of the owner thereof, be exchanged for an e aggregate prinCipal amount of Bonds of the same Series maturity, of any denomination or denominations authorized by Resolution or the Series Resolution relating to such Bonds bearing interest at the same rate. The City shall make provision for the exchange of Bonds at principal corporate trust office of the Bond Registrar. Section 206. Neaot.iabilitv. Reaist.ration and Transfer .82ns1I.. The Bond Registrar shall keep books for the registrat iOl and for the regi8tration of transfer of Bonds as provided in t Resolution. The transfer of any Bond may be registered only l the books kept by the Bond Registrar for the registration of registration of transfer of Bonds upon surrender thereof to Bond Registrar together with an assignment dUly executed by registered owner or such registered owner's attorney or Ie representative in such form as shall be satisfactory to the E Registrar. Upon any such registration of transfer the City sh execute and the Bond Registrar shall authenticate and deliver exchange for such Bond a new Bond or Bonds registered in the n of the transferee, of any denomination or denominations authori by the Series Resolution relating to such Bonds. In all cases in which Bonds shall be exchanged, the City sh execute and the Bond Registrar shall authenticate and deliver the earliest practicable time Bonds in accordance with provisions of this Resolution. All Bonds surrendered in any S exchange or registration of transfer shall forthwith be canceled the Bond Registrar. The City or the Bond Registrar may makf charge for every such exchange or registration of transfer of Bo sufficient to reimburse it for any tax or other governmental cha required to be paid with respect to such exchange or registrat - 33 - The Series 1996A Bonds shall be initially registered in t name of CEDE &. Co., as nominee of DTC, and issued under the boc entry system maintained by DTC. The City and other necessa parties, if any, including the Bond Registrar, are hereby auth rized to enter into the Letter of Representations with DTC in t form customarily used by DTC. Each of the Series 1996A Bonds sha be executed substantially in the form and manner hereinabove s forth and shall be deposited with the Bond Registrar for authent cation and delivery, but prior to or Simultaneously with t delivery of the Series 1996A Bonds by the Bond Registrar the shall be filed with the City the following: (a) a copy, certified by the City Clerk, of th Resolution; (b) an original counterpart of the Mayor's Certificat, (c) an original counterpart of the executed Escrl Agreement; (d) the executed approving opinion of Bond Counsel " the form included in the Official Statement; and (e) an executed opinion of Bond Counsel with respect t the defeasance of the Prior Bonds under the provisions of tt Prior Bonds Resolution. When the documents mentioned in clauses (a) to (e), inclusiv~ of this Section shall have been filed with the City, when tt- Series 1996A Bond Insurance Policy and, to the extent applicable the Series 1996A Reserve Policy shall have been filed with the Bon Registrar and when the Series 1996A Bonds shall have been execute by the City and authenticated by the Bond Registrar as required 1:: this Resolution, but subject to the provisions of the forth to las paragraph of this Section 208, the Bond Registrar shall delive said Bonds at one time to or upon the order of the Underwriters bu only upon payment to or upon the order of the Finance Director c the purchase price of said Bonds (which may be net of premiums pai directly to the Series 1996A Bond Insurer by the Underwriters) The Finance Director shall be entitled to rely upon the Mayor' Certificate as to all matters stated therein. The proceeds (including accrued interest and any premium) 0 said Series 1996A Bonds shall be applied by or upon the order 0 the Finance Director as follows: (1) the amount received as accrued interest on th Series 1996A Bonds and any premium shall be deposited to th credit of the Bond Service Subaccount; (2) an amount of the proceeds of the Series 1996A Bond: necessary to provide for the refunding of the Prior Bond~ shall be deposited with the Escrow Agent under the provision! of the Escrow Agreement; - 35 - C-1O - ._--,., .- .- ...----..~~._..~...."'_...-<~.~....."..." , (3) an amount of the proceeds of the Series 1996A Bonds necessary to fund the Reserve Account Requirement, after taking into account, to the extent appl icable, the Series 1996A Reserve Policy, shall be deposited to the credit of the Reserve Account; (4) the balance of the proceeds of the Series 1996A Bonds shall be credited to a special account designated "Series 1996A Cost of Issuance Account" and applied to the payment of the expenses of issuing the Bonds, including, but not limited to. financial advisory, accounting and legal fees, Consulting Engineers and Rate Consultant Fees, rating agency fees, printing costs, Bond Registrar' B fees and expenses, Escrow Agent's fees and expenses, any other miscellaneous expenses relating to the issuance of the Series 1996A Bonde and the refunding of the Prior Bonds and, to the extent not paid directly to the Series 1996A Bond Insurer by the Under- writers, premiums due the Series 1996A Bond Insurer. The Commission hereby approves the distribution of copies of the preliminary Official Statement in substantially the form presented at this meeting with such changes as may be approved by the Mayor. The Mayor is hereby authorized to deem the Preliminary Official Statement "final" for purposes of the Rule and to execute any certificates in connection with such finding. The Mayor and the City Manager or his designee, are hereby authorized to execute the Official Statement on behalf of the City, in substantially the form of the draft of the Preliminary Official Statement presented at this meeting with such changes therein as shall be necessary to evidence the terms of the Series 1996A Bonds and such additional changes as may be approved by the Mayor, with such execution to constitute conclusive evidence of such officers' approval and the City's approval of any change therein. The use of the Preliminary Official Statement aud the final Official Statement in the marketing and sale ot the Series 1996A Bonds is hereby approved. For the benefit of the holders and beneficial owners from time to time at the Series 1996A Bonds, the City agrees, in accordance with and as the only obligated person with respect to the Series 1996A Bonds under, the Rule, to provide or cause to be provided such financial information and operating data, financial statements and notices, in such manner, as may be required for purposes of paragraph (b) (5) ot the Rule. In order to de.cribe and .pecify certain terms of the City's continuing disclosure agreement, including provisions for enforcement, amendment and termination, the Finance Director is hereby authorized and directed to sign and deliver, in the name and on behalf of the City, the Continuing Disclosure Commitment, in substantially the form thereof presented at this meeting, with any changes or amendments that are not inconsistent with this Resolution and not substantially adverse to the City and that are approved by the Finance Director on behalf of the City, all ot which .hall be conclusively evidenced by the signing ot the Continuing Disclosure commitment or amendments to it. The agreement tormed, collectively. by this paragraph and the . 36 - Series 1996A Reserve Policy, a copy of which draft form of Insurance Agreement has been presented at this meeting. To the extent applicable, the Mayor is hereby authorized to execute the Insurance Agreement in substantially the form presented at this meeting, subject to such changes. insertions and omissions and such filling-in of blanks therein as may be necessary to secure delivery of the Series 1996A Reserve Policy. The execution and delivery by the Mayor of the Insurance Agreement shall be conclusive evidence of the approval of the City of any such changes, insertions, omissions or filling-in of blanks. The refunding of the Prior Bonds is hereby authorized. The date or dates of redemption, if any, of the Prior Bonds. the application of moni~s on deposit in the funds and accounts established under the Prior Bonds Resolution and the investment of the proceeds of'the Series 1996A Bonds and other monies deposited with the Escrow Agent under the provisions of the Escrow Agreement shall be as determined by the Mayor and as provided in the Mayor's Certificate or the Escrow Agreement _ The Commission hereby approves the form of the Escrow Agreement, a copy of which draft form of Escrow Agreement has been presented at this meeting. The Mayor is hereby authorized to execute the Escrow Agreement in substantially the form presented at this meeting, subject to such changes, insertions and omissions and such filling-in of blanks therein as may be necessary to provide for the refunding of the Prior Bonds. The execution and delivery by the Mayor of the Escrow Agreement shall be conclusive evidence of the approval of the City of any such changes, insertions, omissions or filling-in of blanks. The Mayor, the City Manager, the Finance Director, the Parking Director, the City Attorney and such other officers, employees and staff of the City as may be designated by the Mayor and the City Manager or either of them are each designated as agents of the City in connection with the issuance and delivery of the Series 1996A Bonds and the refunding of the Prior Bonds and are authorized and empowered, collectively or individually, to take all action and steps and to execute all instruments, documents and contracts on behalf of the City, that are necessary or desirable in connection with the Series 1996A Bonds, the selection of the Bond Registrar, securing the Series 1996A Bond Insurance Policy and, to the extent applicable, the Series 1996A Reserve Policy and refunding of the Prior Bonds, including the filing of any subscription forms with respect to the investment of proceeds of the Series 1996A Bonds and other monies under the Escrow Agreement. Section 209. Additional Bonds. In addition to the Bonds authorized under the provisions of Sections 208 of this Article. Additional Bonds of the City may be issued under and secured by this Resolution, on a parity as to the pledge of the Net Revenues of the Parking System with the Bonds thl!:retofore issued under Sections 208, 209 and 210 of this Resolution and secured by this Resolution and then Outstanding, subject to the conditions here- inafter provided in this Section, from time to time for the purpose - 38 - Continuing Disclosure Commitment, shall be the "City'S continuing disclosure agreement for purposes of the Rule. and its performance shall be subject to the availability of Revenues to meet costs the City would be required to incur to perform it. Notwithstanding any other provisions of this Resolution, any failure by the City to comply with any provisions of the continuing disclosure agreement shall not constitute an Event of Default under this Resolution and the remedies therefor shall be solely as provided in the Continuing Disclosure Commitment. The Finance Director is further authorized and directed to establish procedures in order to ensure compliance by the City with its continuing disclosure agreement, including the timely provision of information and notices. Prior to making any filing in accordance with such agreement, the Finance Director shall consult with, as appropriate. the City Attorney or Bond Counsel. The Finance Director, acting in the name and on behalf of the City, shall be entitled to rely upon any legal advice provided by the City Attorney or Bond Counsel in determining whether a filing should be made. For the reasons contained in the preambles to this Resolution, the negotiated sale of the Series 1996A Bonds to the Underwriters is hereby authorized and approved. The Commission hereby approves the form of the Bond Purchase Agreement, for the purchase of the Series 1996A Bonds by the Underwriters, a copy of which draft form of a Bond Purchase Agreement has been presented at this meeting. Upon compliance by the Underwriters with the requirements of Florida Statutes, Section 218.385, the Mayor is hl!:reby authorized to execute the Bond Purchase Agreement in connection with the sale of the Series 1996A Bonds to the Underwriters, in substantially the form presented at this meeting, subject to such changes, insertions and omissions and such filling-in of blanks therein as may be necessary to evidence the terms of the Series 1996A Bonds and Buch additional changes as may be approved by the Mayor. The purchase price at which the Series 1996A Bonds shall be awarded to the Underwriters shall be determined by the Mayor in consultation with the Financial Advisor but shall not be less than 98\ of the principal amount of the Series 1996A Bonds (not including original issue discount). The execution and delivery by the Mayor of the Bond Purchase Agreement for and on behalf of thl!: City shall be conclusive evidence of the approval of such officer and the City of any such changes, insertions, omissions or filling-in of blanks. The Commission hereby authorizes the City to secure the Sl!:rles 1996A Bond Insurance Policy in connection with the series 1996A Bonds and to pay the premium with respect thereto. The Mayor is hereby authorized to determine, based upon the recommendations of the Financial Advisor, to fund not in exCet!lB of fifty percent (50%) of the Reserve Account Requirement with respect to the Series 1996A Bonds with the Series 1996A Reserve Policy and to provide for the payml!:nt of the premium with respect thereto, all as shall be provided in the Mayor's Certificate. The Commission hereby approves the form of the Insurance Agreement in connection with the - 37 - of paying all or any part of the Cost of any Improvements and funding the Reserve Account. Before any Additional Bonds shall be issued under the provi- sions of this Section, the Commission shall adopt a Series Resolu- tion authorizing the issuance of such Additional Bonds, fixing the amount and the details thereof and describing in brief and general terms the Improvements to be constructed or acquired and the Accounts to be funded with the proceeds of such Additional Bonds. The Additional Bonds of each Series issued under the provisions of this Section shall be dated, shall be stated to mature (subject to the right of prior redemption as hereinafter set forth) on such date or dates and in such year or years, shall bear interest at such rate or rates, fixed or variable, shall have such Optional Tender features llnd such Credit Facility, Liquidity Facility, Reserve Account Letter of Credit, Reserve Account Insurance Policy and/or Interest Rat.e Swap, shall have such Bond Registrar, any Term Bonds of such Series shall have such Amortization Requirements, and may be made redeemable at such times and prices (subject to the provisions of Article III of this Resolution), all a8 may be provided by the Series Resolution for such Additional Bonds. Such Additional Bonds shall be executed in the form and manner herein- above set forth, with such changes as may be necessary or appro- priate to conform to the provisions of the Series Resolution therefor, and shall be deposited with the Bond Registrar for authentication and delivery, but before such Additional Bonds shall be delivered by the Bond Regi.trar, there .hall be filed with the City the following: (a) a copy, certified by the City Clerk, of the series Resolution for such Series of Additional Bonds; (b) a copy. certified by the City Clerk, of the resolu- tion, if other than the Series Resolution for such Series of Additional Bonds, adopted by the commission awarding such Additional Bonds, speCifying. or providing for the determina. tion of, the interest rate or rates for such Additional Bonds, or the initial interest rate if such Additional Bonds bear interest at a variable rate and directing the delivery of such Additional Bond. to or upon the order of the purchasers therein named upon payment of the purch.se price therein set forth; (c) a certificate of the Finance Director, an Account- ant or the Rate Consultant demonstrating that either (i) (A) the percentage derived by dividing the Net Revenues for any period of twelvl!: consecutive months selected by the City out ot the eighteen month. preceding the delivery ot .uch certiti- cate by the Maximum Principal and Interest Requirements, including the Principal and Interest Requirements with respect to the Additional Bonds then to be delivered, for any future Fiscal Year is not les9 than one hundred ten per centum (110\') and (B) the percentage derived by dividing the Net Revenues projected for the Parking System for the Fiscal Year following - 39 - C-ll t):le Fiscal Year in which the Completion Date of the Improve- ments to be financed by the Additional Bonds then to be delivered is expected to occur, including the Net Revenues attributable to the Improvements, as certified by the Rate Consultant adjusted as hereinafter permitted in the next succeeding paragraph of this Section, by the Maximum Principal and Interest Requirements, including the Principal and Interest Requirements with respect to the Additional Bonds then to be delivered, for any future Fiscal Year is not less than one hundred fifty per centum (lS0\); or (ii) the percent- age derived by dividing the Net Revenues for any period of twelve consecutive months selected by the City out of the eighteen months preceding the delivery of such certificate by the Maximum Principal and Interest Requirements, including the Principal and Interest Requirements with respect to the Additional Bonds then to be delivered, for any future Fiscal Year is not less than one hundred fifty per centum (150\,) (the period during which Net Revenues are determined for purposes of this clause (e) being referred to hereinafter as the "Measurement Period"); (d) if, in connection with such Series of Additional Bonds, there shall be filed with the City the certificate specified in (cl (1) above, a certificate of the Rate Consul- tant setting forth the projected Net Revenues for the Fiscal Year following the Fiscal Year in which the Completion Date of the Improvements to be financed by the Additional Bonds then to be delivered is expected to occur; (e) an opinion of the City Attorney or Bond Counsel that the issuance of such Additional Bonds has been duly authorized and that all conditions precedent to the delivery of such Additional Bonds have been fulfilled; and (f) a certificate of the Finance Director to the effect that no event of default, as defined in Section 802 of this Resolution, and no event which with the passage of time, the giving of notice or both would become an event of default has o~curred within the twelve (12) consecutive calendar months prior to the date of such certificate and is continuing, or, if any such event or event of default has occurred and is continuing, that the issuance of such Series of Additional Bonds will cure the same. In determining whether to execute and deliver the certificate mentioned in clause (c) of this Section 209, the fOllOwing adjustments to Net Revenues may be made: (1) If the City, prior to the issuance of the proposed Additional Bonds, shall have increased the rates, fees, rentals or other charges for the services of the Parking System, the Net Revenues for the Measurement Period shall be adjusted to show the Net RevenueB which would have been deri ved from the Parking System in such Measurement Period as - 40 - this Resolution as shall be specified by the City pursuant to the Series Resolution for such Additional Bonds. All of the provisions of Article IV of this Resolution which relate to the Construction Fund shall apply to such Improvements and the special account created with respect thereto in the Construction Fund \0 the extent that such provisions may be applicable; provided, however, that there may be included in the Cost of such Improvements interest accruing on such Additional Bonds prior to, during and after construction of such Improvements if and to the extent provided in the Series Resolution with respect thereto. The amount received as accrued interest upon the original issuance and delivery of such Bonds and any premium on such Bonds shall be deposited to the credit of the Bond Service Subaccount for application to the first interest due on such Bonds. rl e, il f( i. 01 a\ pI r< S) n. P\ Section 210. Refundina Bonds. Refunding Bonds may be issued under and secured by this Resolution, subject to the conditions hereinafter provided in this Section, from time to time for the purpose of providing funds for refunding all or any portion of the outstanding Bonds of anyone or more Series by payment at maturity or redemption at a selected redemption date or dates or COmbination of such payment at maturity and redemption, including the payment of any redemption premium thereon and any interest which will accrue on such Bonds to such maturity dates or selected redemption date or dates or combination of maturity and redemption dates, funding the Reserve Account and paying any expenses incurred or to be incurred in connection with such refunding. Before any Series of Refunding Bonds shall be issued under the provisions of this Section, the Commission shall adopt a Series Resolution authorizing the issuance of such Refunding Bonds, fixing the amount and details thereof, describing the Bonds to be refunded and the Accounts to be funded with proceeds of such Refunding Bonds and setting forth the determination of the CommiBsion that such refunding is in the best interests of the City and the users of the Parking System and stating the reaeons for such determination. Such Refunding Bonds shall be dated, shall be stated to mature (subject to the right of prior redemption as hereinafter set forth) on such date or dates and in such year or years, Bhall bear interest at such rate or rates, fixed or variable, shall have such Optional Tender features and such Credit Facility, Liquidity Facility, Reserve Account Letter of Credit, ReBerve Account Insurance POlicy and/or Interest Rate Swap, shall have such Bond Registrar, any Term Bonds of such Series shall have such Amortization Requirements, and may be made redeemable at such times and prices (subject to the provisions of Article III of this Resolution), all as may be provided by the Series Re801ut~on for such Refunding Bonds. Except as to any differences 1.n the maturities thereof or the rate or rates of interest or the provi- slons for redemption, such Refunding Bonds shall be on a parity as to the pledge of Net Revenues of the Parking System with and shall be entitled to the same benefits and security under this Resolution as all other Bonds issued under Sections 208, 209 and 210 of this Resolution. Such Refunding Bonds shall be executed substantially e< cc pc Se Ca - 4:2 - C-12 if such increased rates, fees, rentals or other charg the services of the Parking Syotem had-heen in effect all of such Measurement Period. (2) If the City shall have acquired or has cont to acquire any privately or publicly owned existing autc parking facilities, then the Net Revenues derived fr Parking System during the Measurement Period shall . creased by addition to the Net Revenues for the Meaau Period of the net revenues which would have been derive said existing automobile parking facilities as if existing automobile parking facilities had been a part Parking System during the Measurement Period. Fe purposes of this paragraph, the Net Revenues derived fre automobile parking facilities during the Measurement shall be adjusted by deducting the cost of operatit maintenance of said existing automobile parking fact from the gross revenues of said existing automobile p facilities in the same manner provided in this Resoluti the determination of Net Revenues. (3) If the City, in connection with the issua! Additional Bonds, shall enter into a contract (with a du not less than the final maturity of such Additional with any public or private entity whereby the City agr. furnish services in connection with any automobile p facilitiel!l then the Net Revenues of the Parking System, the Measurement Period shall be increalled by the least which said public or private entity shall guarantee to anyone year for the furnishing of said services by the after deducting therefrom the proportion of operating eX) and repair, renewal and replacement cost attributable i year to such services. Such payments shall be deemed Net Revenues of the Parking System and pledged for the in the same manner as other Net Revenues of the p, System. When the documents mentioned above in this Section shal been filed with the City and when the Additional Bonds descri the resolutions mentioned in clauses (a) and (b) of this Sf shall have been executed by the City and authenticated by tho Registrar as required by this Resolution, the Bond Registrar deliver such Additional Bonds at one time to or upon the or( the purchasers named in said resolutions, but only upon paym. the Finance Director of the purchase price of such Addi! Bonds, The Finance Director shall be entitled to rely UpOJ resolutions as to all matters stated therein. The proceeds (excluding accrued interest and any premi, ouch Additional Bonda ohall be paid to the City for depooit the credit of a special account in the Construction Fund appl ately designated for application to the payment r t the COE defined in Section 403 of this Resolution but excluo....og (ii) I of such Improvements, and (ii) to the other Accounts created - 41 - in the form and manner hereinabove Bet forth, with such chane may be necessary or appropriate to conform to the provisions ;: Series Resolution therefor, and shall be deposited with th~ Registrar for authentication and delivery, but prior t simultaneously with the delivery of such Refunding Bonds b Bond Registrar, there shall be filed with the City the folIo (a) a copy, certified by the City Clerk, of the S Resolution with respect to such Refunding Bonds; (b) a copy, certified by the City Clerk, of resolution, if other than the Series ReSolution for Series of Refunding Bonds, adopted by the Commission, awa such Refunding Bonds, specifying, or providing for determination of, the interest rate or rates for such Re 1ng Bonds, or the initial rate if such Refunding Bonds interest at a variable rate, determining, or providing fe determination of, the disposition of the moneys on depos the Debt Service Account and any other funds and accoun account of the Bonds to be refunded, and directin9 delivery of such Refunding Bonds to or upon the order 0 purchasers therein named upon payment of the purchase therein set forth; (c) an opinion of Bond Counsel to the effect that the issuance of such Refunding Bonds and the applicati( the proceeds thereof, the Bonds to be refunded will no 1, be deemed to be Outstanding under this Resolution and tha issuance of the Refunding Bonda will not adversely affec exclusion of interest on any Bonds then Outstanding from, income for federal income tax purposes; (d) an opinion of the City Attorney or Bond Co' that the issuance of such Refunding Bonds has been authorized and that all conditions precedent to the del of such Refunding Bonds have been fulfilled; (e) such documents as shall be required by the Fi Director to show that provision has been duly made in a dance with the provisions of thill Resolution for the pa or redemption or combination of such payment and redempti all of the Bonds to be refunded; and (f) either (1) a certificate of .the Finance Oir. that the issuance of the Refunding Bonds will result decrease in total Principal and Interest Requirements fo Bonds OUtstanding, or (i1) the certificates require clauses (c), (d) and (f) of Section 209 of this Resol':l provided, however, that with respect to the ce.rtif1.: required under clauses (c) (i) and (d), the proJectec Revenues shall be computed for the Fiscal Year immedi. following the issuance of the Refunding Bonds_ - 43 - ~hen the uocuments mentioned above in this Section shall have been filed 'tirith tM City Clerk and when the Refunding Bonds described in the resolutions mentioned in clauses (al and (b) of thb Section shall have been executed by the City and authenticated by the Bond Registrar as required by this Resolution, the Bond Registrar shall deliver such Refunding Bonds at one time to or upon the order of the purchasers named in said resolutions, but only upon payment to the Finance Director of the purchase price of such Refunding Bonds. The Finance Director shall be entitled to rely upon luch resolutions as to all matters stated therein. Simultaneously with the delivery of such Refunding Bonds, the Finance Director shall withdraw, if so provided pursuant to the Series Resolution or the resolution mentioned in clause (b) of this Section 210, from the appropriate subaccounts of the Debt Service Account an amount equal to the amount on deposit therein on account of the principal of, redemption premium, if any, and the interest on the Bonds to be refunded and from the Reserve Account all or a portion of the amount equal to the amount on deposit therein on account of the Bonds to be refunded, and apply the amount so withdrawn in accordance with the Series Resolution or the resolu- tion mentioned in clause (b) of this Section 210. The total amount so withdrawn, if so provided pursuant to the Series Resolution or the resolution mentioned in clause (bl of this Section 210, the proceeds of such Refunding Bonds (including accrued interest and any premium) and any other moneys prOVided for such purpose, shall be applied by the Finance Director as follows: (1) the accrued interest received as part of the proceeds of such Refunding Sonds shall be deposited to the credit of the Bond Service Subaccount for application to the first interest due on such Refunding Bonds; (2) an amount which, together with any income which shall be derived from the investment of such amount pursuant to this clau.e (~) and any other available funds, shall be sufficient to pay the principal of and redemption premium, if any, and the intereat on the Bonds to be refunded hereunder, either at maturity or a selected redemption date or dates or combination of 8uch payment and redemption, shall be deposited by the Finance Director to the credit of a epecial fund, appropriately designated, to be held in trust by an escrow agent, for the sole and exclusive purpose of paying such principal, redemption premium, if any, and interest; and moneys held for the credit of such fund shall, as nearly as may be practicable and reasonable, be invested and reinvested by such escrow agent at the direction of the Finance Director in Government Obligations which shall mature, or which shall be subject to redemption by the holder thereof at the option of such holder, not later than the respective date. when the moneys held for the credit of such fund will be required for the purposes intended; - 44 - maturity or redemption in satisfaction of the Amortization Requirements for such Bonds and shall not include the payment of the purchase price of such Bonds upon their tender for purcha.se. (el The City may issue Variable Rate Bonds upon compliance with the tests for the lesuance of Bonds contalned in Sections 209 or 210 of this Resolution using for the purpose of demonstrating compliance with such tests the interest rate assumption with respect to Varia.ble Rate Bonds contained in the definition of Principal and Interest Require- ments. (f) The City may issue or incur Alternative Parity Debt secured on a parity .s to the pledge of the Net Revenues of the Parking System with the Bonds issued hereunder if, but only if, th~ following conditions are complied with: (1) The City must satisfy the requirements Set forth in Section 209 or 210 of this Resolution pertaining to the issuance of additional parity Bonds as though such requirements were expressly applicable to Alternative Pal'ity Debt. (2) The instrument evidencing such Alterna- tive Parity Debt shall include a cross default provision with this Resolution to the effect that, prior to exercising any remedies upon a default by the City under such instrument, the holders of such Alternative Parity Debt or their representa- tive shall cooperate with the Holders of Bonds OUtstanding under this Resolution or their repre- sentative 80 that the interest of such holders and the Holders of Bonds issued under this Resolution shall be equally and ratably protected. (3) The City shall duly authorize the issu- ance or incurrence of such Alternative Parity Debt. Upon satisfaction of the foregoing conditions the Finance Director shall certify in writing that the proposed indebted- ness satisfies the conditions set forth in this Resolution to be deemed Alternative Parity Debt, and, upon such certifi- cation, such indebtedness shall be so deemed. Upon the issuance of Alternative Parity Debt, notwithstanding the provisions of Section 505 hereof, Net Revenues may be applied (on a parity basis with the application of such revenues under Section 505 hereof) as required under the ordinance or resolution authorizing the issuance of such Alternative Parity Debt. The City shall take such actions (including amending or supplementing this Resolution and any other collateral - 46 - (3) such amount shall be applied tOi" or set aSi4e for, the payment of the expenses incident to such refunding as shall be specified pursuant to the Series Resolution relating to luch Refunding Bonds; and (4) any balance of such proceeds shall be deposited to the credit of the other Accounts created under this Resolution a. Ihall be specified pursuant to the Series Resolution relating to such Refunding Bonds. Section 211. Other Indebtedness. In addition to the Bonds authorized pursuant to the provisions of Section 208, 209 and 210 and to the extent permitted by the laws of the State from time to time in effect, the City may incur other forms of indebtedneu related to the Parking System, as follows: (a) The City may incur Short-Term Indebtedness, payable on a parity as to the pledge of Net Revenues of the Parking System with the Bonda, without satisfying the requirements set forth in Sections ~09 or 210 hereof, if immediately after incurrence of such Short-Term Indebtedness, the outstanding principal amount of all Short-Term Indebtedne.. does not exceed ten per centum (10'") of the Net Revenues of the Parking System &s shown on the Annual Budget for the current Fiscal Year. (b) The City may incur Subordinated Indebtedness without limit .s to amount. (c) The City may issue Convertible Bonds, secured on a parity as to the pledge of Net Revenues of the Parking Syatem with Bond. issued hereunder, provided that such Convertible Bonda are iasued under Section ~09 or 210 of this Resolution and such Convertible Bonds comply with the tests of such Sections based upon the form of such Convertible Bonds at the time of their iasuance. (d) The City may issue Optional Tender Bonds, secured on a parity as to the pledge of Net Revenues of the Parking System with Bonds issued hereunder, provided that such Optional Tender Bonds comply with the test for the issuance of Bonds contained in Section 209 or 210 of this Resolution, and 80 long as (i) such Bonds are the subject of a remarketing agreement between the City or the trustee for such holders and an investment banking firm with experience in marketing securities on a national basis and (ii) there is in effect with respect to such Optional Tender Bond. a Liquidity Facility, then the provisions with respect to Optional Tender Bonds contained in the definition of Principal and Interest Requirements shall apply to such Optional Tender Bonda. In demonstrating compliance with the test for the issuance of Additional Bonds contained in Section ~09 hersof, the princi- pal requirements for Optional Tender Bonds shall include the regularly scheduled principal payments, either upon payment at - 45 - agreement or document) and execute, deliver, file and record such instruments of security as may be 'necessary or appro- priate to grant or to otherwise secure for the holders of the Alternative Parity Debt a lien on the Net Revenues of the Parking System on a parity with that of all other holders of Alternative Parity Debt and Holders of Bonds. (gl The City may secure Credit Facilities, Liquidity Facilities, Reserve Account Insurance Policies and Reserve Account Letters of Credit and, as provided in Section 714 hereof, grant security interests and liens with respect thereto. (hi Nothing in this Resolution shall prohibit the City from entering into Interest Rate Swaps. Section 212. Temcorarv Bonds. Until the definitive Bonds of any Serie. are ready for delivery, there may be executed by the City and authenticated by the Bond Registrar, and the City may deliver, in lieu of definitive Bonds and subject to the Bame limitations and conditions except as to identifying numbers, temporary printed, engraved, lithographed or typewritten Bonds in the denomination of Five Thousand Dollars ($5,000) or any whole multiple thereof, substantially of the tenor hereinabove set forth, in fully registered form without coupons, and with appropriate omissions, ins.rtions and variations as may be required. The City shall cause the definitive Bonds to be prepared and to be executed, endorsed and delivered to the Bond Registrar, and the Bond Registrar upon presentation of any temporary Bond shall cancel the same and authenticate and deliver, in exchange therefor, at the place designated by the Holder, without expense to the Holder, a definitive Bond or Bonds of the aame Series and in the same aggre- gate principal amount, maturing on the same date and bearing interest at the same rate as the temporary Bond surrendered. Until 80 exchanged, the temporary Bonds shall in all respects, including the privilege of registration and registration of transfer if so provided, be entitled to the same benefit of this Resolution as the definitive Bonda to the issued and authenticated hereunder, and interest on such temporary Bonde and notation of such payment shall be endorsed thereon. Section 213. Mutilated Df!!RtrovAd or Lost Bonds. In case any Bonds secured hereby shall become mutilated or be destroyed or lost, the City may cause to be executed, and the Bond Registrar may deliver, a new Bond of like date, number and tenor in exchange and substitution for and upon the cancellation of such mutilated Bond or in lieu of and in substitution for such Bond destroyed or lost, upon the Holder'. paying the reasonable expenses and charges of the City and the' Bond Registrar in connection therewith and, in the case of a Bond destroyed or lost, the Holder's filing with the Bond Registrar evidence satisfactory to the Bond Registrar that such Bond was destroyed or lost, and of his ownership thereof, and furniehing the City and the Bond Registrar with indemnity satisfac- tory to each of them. - 47 - C-13 , III dl:l_lJUIlS 202 to 207, . 'Old; 1.(' l'lldllyeO lJI V<irlf~d with rf'!apect to any Series of /l'>I,<1s luued under 'hIs Artlel. III '"Y aerien Re.olution or other 8U1.e1llSIlt el'plJc.bl_ to '""h Se"ies of Bond. for the purpose. of (I) complying with the requirements of any automated depository .nd clearinghouse for securities transactions and (2) effectuating any book-entry only registration and payment system. Appropriate officers and officials of the City are hereby authorized to enter into agreements. inClUding the Letter of Representations. with DTC and other depository trust companies. inclUding but not limited to agreements necessary for wire transfers of interest and principal payments with respect to any Series of Bonds. utilization of electronic book entry data received from DTC and other depository trust companies in place of actual delivery of Bonds and provision of notices with respect to Bonds registered by DTC and other depository trust companies (or any of their designees identified to the City) by Overnight delivery, courier service, telegram. telecopy or other similar means of communication. Section 215. J:;~oital Aooreciat ion Bonds. Caoital Aooreciatio'l and Income Bonell!. For purposes of determining the principal amount of a Capital Appreciation Bond or a Capital AppreCiation and Income Bond for redemption. acceleration or computation of the amount of Bonds held by the Holder thereof in giVing to the City any notice, coven.nt. request or demand pursuant to this Resolution for any purpose Whatsoever. the principal amount of a Capit.l AppreCiation Bond shall be deemed to be its Accreted Value and the principal amount of a Capital Appreciation and Income Bond shall be deemed to be its Appreciated Value. lEND OF ARTICLE II] - 4B - notice shall in any manner defeat the effectiveness of a call for redemption if notice thereof is given as above prescribed. Each further notice of redemption shall be sent at least 35 days before the redemption date by registered or certified mail or overnight delivery service to the fOllOWing registered securities depositories, if at the time in eXistence, DTC, Midwest Securities Trust Company of Chicago, Illinois. and Philadelphia DepOSitory Trust Company of Philadelphia. Pennsyl vania and to at least one of the fOllOWing national information services that disaeminate noticea of redemption or obligations Such as the Bonds; Financial Information. Inc.' s Financial Daily called Bonds Service, Kenny Information Service's Called Bond Service, Moody's Municipal and Government Called Bond Service and Standard & Poor's Called Bond Record. Upon the payment of the redemption price of Bonds being redeemed, each check Or other transfer of funds iesued for Such purpose shall besr a description of the issue and maturity of the Bonds being redeemed with the proceeds of Such check or other transfer. The provisions concerning the manner of giving notice of redemption may be changed or varied or supplemented in any Series Resolution applicable to any Series of Bonds issued under this Resolution for the purpose of complYing with any governmental or industry standards from time to time in effect. Section 304. Partial Redemotion of Bo~. In the event that only part of the principal SUm of any Bond shall be called for redemption or prepaid, payment of the amount to be redeemed or prepaid shall be made only upon surrender of Such Bond to the Bond Registrar. Upon surrender of SUch Bond, the Bond Registrar shall cause to be executed and deliver to the registered owner thereof at the principal office of the Bond Registrar. new duly executed Bonds. of authorized principal SUms equal in aggregate principal amount to, and of the same maturity and intersst rate .... the unredeemed portion of the Bond surrendered. Section 305. Sffect of Callino for Redemotion. On the date so designated for redemption, notice having been published and filed in the manner and under the conditions hereinabove provided, the Bonds so called for redemption shall become and be due and payable at the redemption price provided for redemption of such Bonds on such date, and, moneys for payment of the redemption price being held in separate accounts by the Finance Director or by the Bond Registrar in trust for the Holders of the Bonds to be redeemed. all as provided in this Resolution. interest on the Bonds so called for redemption shall cease to accrue. such Bonds shall ceaae to be entitled to any lien, benefit or security under this Reaolution and the Holders or registered owners of such Bonds shall have'no rights in respect thereof except to receive payment of the redemption price thereof and accrued interest thereon. - 50 - C-14 ARTICLI! III RIlDIIHPTION 0' BONOS Section 301. Redemotion GenerallY. The Bonds of each Seri~s issued under the Provisions of this Resolution shall be subject to redemption. either in whole or in part and at Such times and prices, as may be provided by the Mayor's Certificate with reapect to the Series 1996A Bonds and pursuant to the Series ReSolution relating to any other Series of Bonds with respect to Such other Bonds. Section 302. Selection of Bonds for Redemntion or Purch.... The City shall. in accordance with the terms and proviaions of the Bonds and of this Resolution, select the Bonds or portiona thereof to be purchased or redeemed; provided, however, that the Bond Registrar shall select Bonds of anyone Series and maturity to be redeemed in part by lot or by Such other manner as the Bond Registrar aha11 deem appropriate. The City ahall promptly notify in writing the Bond Registrar of the Bonds so selected by the City for redemption. In selecting Bonds for redemption. each Bond of each Series of Bonds shall be treated as representing that number of Bonds of the lowest authorized denomination of that Series as is obtained by dividing the principal amount of such Bond by such denomination. Section 303. Redemotion Noti<;!l. Unless otherwise prOvided in a Series Resolution relating to any Series of Bonds with respect to SUch Bonds, at least thirty (30), but not more than sixty (60), days before the redemption date, a notice of any Such redemption. either in whole or in part, signed by the Finance Director, (a) shall be filed with the Bond Registrar and (b) shall be mailed by the Bond Registrar. first cIa.. mail, POstage prepaid, to all registered owners of Bonds to be redeemed at their addressea as they appear on the registration books hereinabove provided for, but failure so to mail any su~h notice to any registered owner shall not affect the validity of the proceedings for such redemption. Each auch notice shall specify the redemption date and the place or places where amounts due upon such redemption will be payable and, if lesa than all of the Bonds are to be redeemed, the nUmbers or other distinguishing marks of auch Bonds to be redeemed in part and the respectiVe portions thereof to be redeemed. Such notice ahall further state that on Such date there shall become due and payable upon each of the Bonda to be redeemed the redemption price or the specified portiona thereof in the case of Bonds to be redeemed in part only. together with interest accrued to the redemption date. and that from snd after such date interest thereon shall cease to accrue and be payable on auch Bonds or portions thereof so redeemed. In addition to the foregOing notice, further notice of the mattera Set forth above in this Sect10n 303 shall be given by the City as set out in thia paragraph, but no defect in said further notice nor any failure to give all or any portion of Such further . 49 - Section 306. ldncellation of Bon~l!. All Bonds paid, redeemed or purchased. either at or before maturity, shall be deliVered to the Bond Registrar when such payment. redemption or purchase is made and Such Bonds shall. except as provided by Section 304 hereof. thereupon be canceled. The Bond Registrar shall Certify to the City the details of all Bonds so canceled. All Bonds canceled under any of the prOVisions of this Resolution either shall be delivered to the City or destroyed by the Bond Registrar, as the City directs. Upon destruction of any Bonds, the Bond Registrar shall execute a certificate in duplicate. describing the Bonds so destroyed, and one executed certificate shall be filed with the City and the other executed certificate shall be retained by the Bond Registrar. Section 307. !l.Qnds Called for Redemotion Deemed Not Out- l!t.Aruting. If (a) (I) Bonds shall have been dUly called for redemption under the prOVisions of this Article or (2) irrevocable instructions have been given by the City to the Bond Registrar or to a bank, trust company or other appropriate fiduciary institution acting as eacrow agent (the 'escrow agent') to (i) call Bonds for redemption under the prOViSions of this Article. (ii) pay Bonds at their maturity or maturities or (iii) both call Bonds for redemp- tion under the prOVisions of this Article and pay Bonds at their maturity or maturities in any combination (the Bonds described in clauses (a) (1) and (a) (2) are herein Collectively called the 'Bonds to be Paid'), and (b) cash or Sufficient Government Obligations (hereinafter defined) are held in separate accounts by the Bond Registrar or escrow agent Solely for the hOlders of the Bonds to be Paid, then the Bonda to be Paid shall not be deemed to be outstand_ ing under the prOVisions of this ReSOlution and shall cease to be entitled to any benefit or security under this ReSOlution other than to receive payment of prinCipal, redemption premium, if any, and interest from such moneys. For purposes of this Section 307. 'SUffiCient Government Obligations' shall mean Government Obligations which are in such prinCipal amounts, bear interest at Such rate or ratea and mature (without the option of prior redemption) on such date or dates so that the proceeds to be received Upon payment of such Government Obligationa at their maturity and the intereat to.be received thereon will provide sufficient amounts in cash on the dates required to pay the principal of and redemption premium, if any. and the interest on the Bonds to be Paid to the dates of their maturity or redemption. [END OF ARTICLE III] - 51 - AIlTICLI IV COIISTRtfCTIOII l'tfH1) Section 401. construction Fund. A special fund to be main- tained by the City is hereby created and designated .parking System Construction Fund" (herein sometimes called the "Construction Fund') . The money. in the Construction Fund shall be held in trust and appli@d to th@ paym@nt of th@ Costs of constructing or acquiring Improvements financed with the proceeds of Additional Bonds ilsued under Section 209 of this Resolution and, p@nding such application, shall be subj@ct to a lien and charg@ in favor of th@ Hold@rs of the Series of Bonde issued under this Resolution the proceeds of which were deposited to the credit ot the Construction Fund and for the further security of such Holders until paid out a8 herein provided. For each Series ot Additional Bonds issued pursuant to Section 209 ot this Resolution tor the purpose of payment of the Cost of Improvements, the City shall create a separate special account within the Construction Fund. entitled .Series . . . Construction Account., to which shall be deposited the amounts provided trom such Series of Additional Bonds for construction ot Improvements. Section 402. Pa,vments from Construction Fund. Payment of the Cost at any Improvements shall be made from the special accounts within the Construction Fund as herein provided. All such payments shall be subject to the provisions and restrictions set torth in this Article and the City covenants that it will not cause or permit to be paid trom the Construction Fund any sums except in accordance with such provisions and restrictions. Honeys in the Construction Fund shall b@ disbur8@d by ch@ck, vouchu, ordu, draft, certificate or wa~rant signed by anyone or more officers or "'"Ploy@es of th@ City having such duties und@r City rulu and r@gulations or designat@d by nsolution of tM COIIIlIiuion from tim@ to tim@, for such purpose or if th@ City shall so sl@ct, by wir@ transfer. Section 403. Cost of ImnrovRments. For the purposes of this Article. the Cost of any Improvements to be conAtructed or acquired shall include, without intending thereby to limit or to restrict or to extend any proper definition of such Cost under the provisions of this R@solution, th@ following: (a) obligations incurred for labor and materials and to contractors, builders and materialmen in connection with the construction of enlargements, improvements and extensioDs, for machinery and equipment. and for the restoration of property damaged or destroyed in connection with such construction; (b) interest accruing upon any Bonds or upon any other System Debt of th@ City incurr@d to tinanc@ Improvements prior - S2 - adequately guarded against by a bond or other form of indemnity, or lands. including public etreets and highways, the right to use and occupy which for such purposes shall be vested in the City by law or by valid rights of way, easements, franchises. licenses or agreements. " ~;. ~ Section 405. DisDosition of Construction Fund Balance. When the construction of any Improvements for which a Series of Additional Bonds were issued shall have been completed (which fact ahall be evidenced to the Finance Director by a certificate stating the Completion Date. approved by the Consulting Engineers). the balance in the special account or accounts of the Construction Fund not reserved by the City for the payment of any remaining part of the Cost of such Improvements shall be transferred by the Finance Director. in the discretion of the City. to the credit of the Enterprise Fund or to the credit of the Oebt Service Account for the payment of Bonds or retained in the Construction Fund and used to pay the co.e of a different Improvement or Improvement. which have been approved by the Commission or applied to redeem Bonds in a manner permitted under this Resolution and the Mayor's Certifi- cate or a Series Resolution. as applicable. Before undertaking any such transfer. the Finance Director shall procure an opinion of Bond Counsel to the effect that the proposed transfer will not adversely affect the exclusion of interest on any Bonds from gross income for federal income tax purposes. I I \ [END OF ARTICLE IV] - 54 - C-15 ..... to th@ comm@nc@m@nt of and during constIuc~.ion or for any additional period as may be a~thorized by law if so provided. and subject to any limitatJ.on. in the Series Resolution prOViding for the issuance of such Bonds: (c) the cost of acquiring any automobile parking facilities now serving any portion of the City and territory adjacent thereto. either within or without or partly within or partly without th@ corporat@ limita of th@ City, (dl the cost of acquiring by purchase, if such purchas@ shall be deemed expedient. and the amount of any award or final judgment in any proc@eding to acquire by cond@mnation such land. property rights. right-at-way, franchises, ease: mente. and other interests in lands as may be deemed necessary or convenient in connection with such construction or with the operation of the Parking system. and the amount of any damages incident thereto; (e) expenses of administration properly chargeable to such construction or acquisition. legal, architectural and engineering expenses and fees. costs of audits and at pre- paring and issuing the Bonds. fees and expen.es of consul- tants. financing charges. taxes or other governmental charges lawfully assessed during construction. premiums on insurance in connection with construction. deposits to the Reserve Account. premiums for bond insurance. interest rate insurance or insurance assuring availability of the amounts required to be on deposit in the Reserve Account. initial set-up fees and annual fees for letters of credit. lines of credit, standby bond purchase agreements or other similar credit enhancement or liquidity enhancement devices and tender agent fees a.nd feel payable for remarketing Bonde during the period of construction of any Improv@msnts for which Bonds supportsd by such devices were issued and all other items of expense not @lsewhsre in this Section sp@cified, incidsnt to th@ financ- ing, construction or acquisition of any Improvements and the placing of the .ame in operation; and (f) any obligation or expense heretofore or hereafter incurred by th@ City for any of th@ forsgoing purposu, including the cost of materials. supplies or equipment furnished by the City in connection with the construction of any Improvements and paid for by the City out of funds other than moneys in the Construction Fund. Section 404. Titl. to ProD.rtie. Acmllred. The City further covenants that any Improvements will be constructed on or under land which i. owned or can be acquired by the City in fee simple or over or under which the City shall acquire or can acquire either by leas. or by easements for the purposes of the Parking System, free from all lien8, encumbrances and defects of title which have a materially adverse effect upon the City's right to use such lands or properties for the purposes intended or which have been - 53 - ARTICLIl V RJIVIlHt7IS AND l'tfH1)S Section 501. Parkina Rates. The City covenants that the rates and charges for us. of the Parking System will not be less than the rates and charges required to enable the City to comply with the requirements of Section 502 hereof. So long as the City is in compliance with the requirements of Section 502 hereof. the City may from time to time revise the rates and charges for use of the parking System. Section 502. Rate COVl!mant. The City further covenants that it will fix. charge and collect reasonable rates and charge. for the us@ of ths services and facilities furnish@d by the Parking System and that from time to time, and &S often a8 it shall appear nece.sary. it will adjust such rates and charges by increasing or decreasing the same or any selected categories of rates and charges 80 that the Net Revenues (excluding from the computation of Current Expenses for any Fiscal Year any amount received from any source other than Revenues and applied to the payment of current Expenses in such Fiscal Year) will be sufficient to provide an amount in each Fiscal Year at least equal to one hundred thirty-five per centum (135') of the PrinCipal and Interest Requirements for such Fiscal Year on account of the Bonds then Outstanding and one hundred per centum (100') of all amounts required to be deposited or paid pursuant to clauses (c) and (d) of Section 505 of this Resolution for such Fiscal Year. If in any Fiscal Year the Net Revenues shall be less than the amount required under the preceding paragraph of this Section. within 30 days of the receipt of the audit report for such Fiscal Year. the City shall employ a Rate Consultant to review and analyze the financial status and operations of the Parking System and to submit, within 60 days thereafter, a written report to the City recommending revisions of the rates. fees and charges of the Parking System and the methods of operation of the Parking System that will result in producing the amount so required in the following Fiscal Year. Promptly upon its receipt of such recommen. dations, the City shall transmit copies thereof to the City Manager. the Parking Director and the Finance Director and the City shall revise its rates. fees and chargee. or alter its methode of operation and take such other action as shall conform with such recommendations. If the City shall fail to comply with the recommendations of the Rate Consultant. the registered owners of not less than ten per centum (10') in principal amount of all Bonde then Outstanding may institute and prosecute an action or proceeding in any court or before any board or commission having jurisdiction to compel the City to comply with the recommendations and the requirements of the preceding paragraph of this Section. - S5 - 1\ tne City ~ball comply with all recommendations of the Rate Consultant in respect to its rates, fees, charges and methods of operation, the failure of Net Revenues to meet the requirements in the first paragraph of this Section shall not constitute an Event of Default so long as the Revenues, together with available moneys in the Funds and Accounts created in Article V of this Resolution are sufficient to pay in cash the Current Expenses and to pay th~ Principal and Interest Requirements on all Outstanding Bonds and other System Debt for such Fiscal Year. Section 503. Annual Suda@t. The City covenants that not later than thirty ()O) days before the end of each Fiscal Year it will prepl!lre a preliminary budget covering Revenues, Current Expenses, Capital Expenditures and all deposits to Funds and Accounts requ1red by Section 50S of this Resolution for the enauing Filcal Year. Copies of each such preliminary bUdget shall be filed with the Finance Director. The City further COVenants that on or before the first day of each Fiscal Year it will finally adopt the budget covering the above items for such Fiscal Year (herein sometimes called the "Annual BUdget"). Copies of the Annual Budget shall be filed with the Finance Director and mailed by the City to all Bondholder. who shall have filed their name. and addresses with the Finance Director for such purpose. If for any reason the City shall not have adopted the Annual Budget before the first day of any Fiscal Year, the Annual Budget for .the preceding Fhcal Year shall. until the adoption of the Annual BUdget, be deemed to be in force and shall be treated as the Annual Budget under the provisions of this Article. The City may at any time adopt an amended or supplemental Annual Budget for the remainder of the then current Fiscal Year and the Annual Budget so amended or supplemented shall be treated as the Annual Budget under the provisions of this Article. There shall be no limitation on the nature or amount covered by any such amendment to the Annual Budget. The City further COVenants that the amount expended for Current Expenses in any Fiscal Year will not exceed the reasonable and necessary amount therefor, and that it will not expend any amount for maintenance. repair and operation of the Parking System in excess of the total amount provided for Current Expenses in the Annual Budget. Nothing in this Section contained shall limit the amount which the City may expend for Current Expenses in any Piscal Year provided any amounts expended therefor in excess of the total amount provided in the Annual Budget shall be receivsd by the City from lome source other than the Revenues of the Parking System. Section S04. Enternri.e Fund. A special fund is maintained by the City and designated the "Parking System Enterprise Fund- (hsrein called the "Enterpriss Fund"). Except as provided in Article VI of this Resolution with respect to investment income on - 56 - Fund and Account and. pending such application. said Funds and Accounts, other than the Subordinated Indebtedness Account, shall be subject to a lien and charge in favor of the Holders of the Bonde issued and Outstanding under this Resolution and for the further security of such Holders until paid out or transferred as herein provided. The City shall, on or before the 20th day of the month next succeeding the month in which Bonds are issued under the provisions of Section 208 of this Resolution and not later than the 20th day of each month thereafter. withdraw from amounts on deposit in the Enterprise Fund, after retaining therein an amount (to be held in the Enterprise Fund for the payment of Current Expenses) equal to the amount shown by the Annual Budget to be necessary for Current Expenses during the next ensuing two (2) months. the amounts required to make the deposits described below (or if the available amounts on deposit in the Enterprise Fund are less than the required amounts, the entire balance (other than the amount required to be retained therein for the payment of Current Expenses) ~nd deposit the amounts so withdrawn to the credit of the following Accounts or Subaccounts in the following order: (al To the credit of the Bond Service Subaccount of the Debt Service Account, an amount equal to one.sixth (1/6) of the amount of interest payable on the Bonds of each Series on the next succeeding Interest Payment Date and one-twelfth (1/121 or, if prinCipal is payable semi-annually, one-sixth (1/6) of the next maturing installment of principal on all Serial Bonds then OUtstanding; provided, however, that in each month intervening between the date of delivery of Bonde pursuant to Sections 208, 209 or 210 of this Resolution (beginning with the month following the month in which such delivery takes place) and the next succeeding Interest Payment Date and the next succeeding principal payment date, respec- tively, the amount specified in this Subparagraph shall be that amount which when multiplied by the number of depoaits to the credit of the Bond Service Subaccount required to be made during such respective periods as provided above will equal the amount a required (in addition to any amounts received as accrued interest or capitalized interest from the proceeds of such Bondsl for such next sueceeding interest payment and next maturing installment of principal, respectively; a.nd, provided further, that in the event the City has issued Variable Rate Bonds or entered into any Interest Rate Swap. pursuant to the provisions of this Resolution. amounts shall be deposited in the Bond Service Subaccount at such other times and/or in 8uch other amounts or transferred to such other parties as neces- sary to pay the interest becoming due on the Variable Rate Bonds or the payments due under the Interest Rate Swaps on a parity with interest due on the Bonds, all in the manner provided in the applicable Series Resolutions. (b) To the credit of the Redemption Subaccount of the Debt Service Account, an amount equal to one-twelfth (1/12) - 58 - C-16 - certain Funds and Accounts, the City covenants th&~ all Rev~nues will. be collected by the City and deposited as rechved to the credlt of the Enterprise Fund. All moneys in the Enterprise Fund and the Accounts and Subaccounts therein shall be held by the City in trust and applied as provided in this Article. Section 50S. Debt Se:rvice Account and Ot.hAr ACcount.~. A epecial aecount is hereby created wi thin the Enterprise Fund and de.ign.ted "Parking Revenue Bonds Debt Service Account" (herein called the "Debt Service Account"). There are hereby created in the Debt Service Account two separate subaccounts designated "Bond Service Subaccount" and "Redemption SUbaccount", Two additional apecial accounts are hereby created within the Bnterprise Fund and d..ignated "Parking Revenue Bonds Reserve Account" (herein called the "R...rve Account -) and "Parking Subordinated Indebtedness Account.. (herein called the "Subordinated Indebtedne.s Account.., ' If required by the terms of any Series of Additional Bonds issued pursuant to Section 209 of this Resolution or any Series of Refunding Bonds i.sued pursuant to Section 210 of this ReSOlution. the City hereby covenants to establish and maintain, pursuant to the Series Resolution for such Additional Bonds and Refunding Bonda, a separate Debt Service Account to provide for the payment of the principal of, redemption premium, if any, and interest on such Series of Bonds or to provide within the Debt Service Account and the subaccounts therein separate subaccounts as required by the terma of such Bonds. To the extent required in the applicable Series Resolution, the City hereby further covenants to establish and maintain a separate subaccount in the Reserve Account to be maintained solely for the benefit of the Holders of such Series of Bonds; otherwise, all Bonds outstanding shall be secured by amounts on deposit to the credit of the Reserve Account. If any separate Debt Service Accounts or separate subaccounts within the Account or the subaccounts therein or if any separate subaccounts within the Reserve Account are created pursuant to this paragraph, such Debt Service Accounts or separate subaccount. shall be funded in the manner and at the times required by the applicable Series Resolu- tion and ahall be held by the Finance Director separate and apart from the Debt Service Accounts or the Reserve Account or other separate subaccount. therein with reapect to any other Series of Bonds issued under this ReSOlution, and shall be held SOlely for the benefit and security of the Series of Bonds with respect to which such separate Debt Service Account or separate subaccounts were created. Each such separate Debt Service Account or lIeparate subaccount. therein with re8pect to a Series shall be de.ignated "Series _ Debt Service Account" or "Series _ Subaccount," as the ca.. may be, and each such separate subaccount within the Reeerve Account shall be designated "Series Rellerve Subac- count.. (inserting an identifying Seril!!ts year, ana-if more than one Series is to be is.ued in a single calendar year, an identifying Series letter). The money. in each of said Funds and Accounts shall be held in trust and applied as hereinafter provided with regard to each such - 57 - or, if any Bonds are required to be retired semi.annually in satisfaction of the Amortization Requirements therefor, one- sixth (1/6) of the prinCipal amount of Term Bonds of each Series then Outstanding required to be retired, in satisfac- tion of the Amortization Requirements. if any, for such Fiscal Year. (c) To the credit of the ReBerve Account, such amount, if any, of any balance remaining after making the deposits under clauses la) and (b) above (or the entire balance if less than the required amount) as may be required to make the amount deposited to the credit of the Reserve Account in such month equal to the Reserve Account Deposit Requirement for such month, provided, however, that if the Re..rve Account Deposit Requirement is being satisfied by the restoration of any withdrawal under a Reserve Account Insurance Policy or a Reserve Account Letter of Credit, there shall be paid to the provider thereof such amount, if any, of any balance remaining after making the deposits under clauses (a) and (b) above (or the entire balance if less than the required amount>. as may be required to cause the Reserve Account Deposit Requirement to be utisfied. (d) To the credit of the Subordinated Indebtedness Account, an amount. if any, of any balance remaining after making the deposits under clauses (a), (b) and (c) above (or the entire balance if les8 than the required amount) equal to the sum of one-twelfth (1/12) of the principal of, redemption premium, if any, and interest coming due on any Subordinated Indebtedness during the next succeeding twelve month period and the amount, if any, required to be depOSited in any special reserve subaccount established within the SUbordinated Indebtedness Account as provided in Section 510 hereof. If the amount deposited in any month to the credit of any ot the Accounts or subaccounts shall be less than the amount required to be deposited under the foregOing provisions of this Section, the requirement therefor shall neverthelesB be cumulative and the amount of any deficiency in any month shall be added to the amou~t otherwise required to be deposited in each month thereafter untll such time as all sueh deficiencies have been made up. Section 506. PaYment of Currll!!nt. Exnen.... The Current Expenses shall be paid from the Enterprise Fund as the same become due and payable. Payments therefor from the Enterprise Fund shall be made in accordance with procedures established by the City from time to time, the Annual Budget and the covenant. in Section 503 of this Article. Section 507. ADolication of Monevs in Bond Service Subac- ~. Except 88 otherwise provided in Article XII hereof or in a resolution supplemental hereto, the City shall on or before the businees day immediately preceding each Interest Payment Date withdraw from the Bond Service Subaccount and deposit in trust with - 59 - the Bortd Regis-trar to enable the Bond Registrar to remit by mail or otherwise asprovidedoin this Resolution to each registered owner of Bonds the amount required for paying the interest on such Bonds as such interest becomes due and payable. The Bond Registrar shall be permitted to transfer by wire to owners of at least $1,000,000 principal amount of the Bonds the amounts required for paying the interest on such Bonds as such interest becomes due and payable. Except as otherwise provided in Article XII hereof or in a resolution supplemental hereto, the City shall on or before the business day immediately preceding a date on which principal is due on Serial Bonds withdraw from the Bond Service Subaccount and deposit in trust with the Bond Registrar the amounts required for paying the principal of afl Serial Bonds as such principal becomes due and payable. The City, in its discretion, may make the deposits required in this Section with the Bond Regiatrar by wire transfer. In addition, amounts on deposit in the Bond Service Subaccount shall be applied as provided in the second paragraph of Section 512 hereof. Section 508. AoolicAtion of Monevs in Redemction Subaccount. Money. held for the credit of the Redemption Subaccount shall be applied to the retirement of the Bonds iS8ued under the provisions of this Reaolution as follows: Ca) Subject to the provisions of paragraph (c) of this Section, the City may endeavor to purchase any Bonds secured hereby and. then Outstanding, whether or not 8uch Bonda shall then be subject to redemption, auch purchase to be on the moat advantageous terms obtainable with reasonahle diligence and at a price not to exceed the principal of such Bonds plus the amount of the redemption premium, if any, which might on the next redemption date be paid to the holders of such Bonds under the provisions of Article III of this Resolution if such Bonds should be called for redemption on such date from moneys in the Debt Service Account. The City shall pay the intereat accrued on such Bonds to date of settlement therefor from the Bond Service Subaccount and thl!! purchase price from the Redemption Subaccount, but no such purchase shall be made by the City within the period of forty-five (45) days next preceding any Interest Payment Date on which such Bonds are subject to call for redemption under the provision. of this Resolution, except from moneys other than moneys set aside or deposited for the redemption of Bonds. (b) Subject to the provisiona of Article III of this Resolution and paragraph (c) of this Section, the City may call for redemption on each Interest Payment Date on which Bonds are subj ect to redempt ion such amount of such Bonds as, with the redemption premium, if any, will exhaust the moneys which will be held for the credit of the Redemption Subaccount on said Interest Payment Date as nearly as may be; provided, however, that not les. than Fifty Thousand Dollars ($SO,OOO) principal amount of Bonds shall be called for redemption at anyone time unless a leBser amount shall be required to - 60 - such purpose and thereafter for the purpose of making deposits to the credit of the Redemption Subaccount in respect of such Bonds pursuant to the requirements of clause (b) of Section 505 of this Resolution whenever and to the extent that withdrawale from the Enterprise Fund are insufficient for such purposes; provided, however, that moneys held for the credit of a separate subaccount in the Reserve Account shall be applied to the foregoing purposes and in the foregoing manner, but only for the benefit of the Series of Bonds for which such separate subaccount was eatablished and such Series of Bonds shall only have a claim upon such separate subaccount and not upon any other moneys on deposit in the Reserve Account. If at any time the moneys held for the credit of the Reserve Account shall exceed the Reserve Account Requirement, such excess shall be withdrawn and deposited to the credit of the Enterprise Fund: provided, however, that the Commission, pursuant to the Series Resolution for any Series of Bonds hereunder may provide for a different disposition of any such excesses which relate to such Se~ies of Bonds. NotwithBtanding the foregoing, in lieu of the required deposit into the Reserve Account (or any subaccount therein), the City may, with the consent of any applicable i.auer of a Credit Facility or Liquidity Facility then in effect, cause to be deposited into the Reserve Account (or the applicable subaccount therein) a Reserve Account Insurance Policy or Reserve Account Letter of Credit for the benefit of the Holders of the Bonds either in substitution for all or a portion of the amount then on deposit therein. or in an amount equal to the difference between the amount required to be deposited in such Reserve Account and the sum, if any, then on deposit in such Reserve Account (or the applicable subaccount therein), which Reserve Account Insurance Policy or Reserve Account Letter of Credit shall be payable (upon the giving of notice as required thereunder) on any Interest Payment Date or redemption or principal payment date on which a deficiency exists for the Bonds or the Series of Bonds for which such Reserve Account Insurance Policy or Reserve Account Letter of Credit was issued, which cannot be cured by moneys in the Rellerve Account or any other Fund, Account or Subaccount held pursuant to this Resolution and available for such purpOIe. In connection with the hsuance of the Seri.s 1996A Bonds, to the extent provided in the Mayor's Certifi. cate, the City may satisfy A portion of the Reserve Account Requirement by causing the Series 1996A Reserve Policy to be provided. If any such Reserve Account Insurance Policy or Reserve Account Letter of Credit is substituted for moneys on deposit in the Reserve Account (or the applicable subaccount therein), the exce.s moneys in the Reserve Account shall be applied to satiefy any such deficiency in any of the Funds, Accounts or Subaccounts under this Resolution, and any remaining balance shall be deemed lurplus, shall be released from the lien of thh Resolution and may be used by the City for any lawful purpose. If. diabursement is made from a Reserve Account Insurance Policy or Reserve Account Letter of Credit, the City shall be obligated, as provided in - 62 - C-17 satisfy the Amortization Requirement for any' Fiecal Year. Such redemption shall be made pursuant to the provisions of Article It I of this Resolution. Except as otherwise provided in Article XII hereof or in a resolution supplemental hereto, the City shall during the period of five (5) business days prior to the Redemption Date withdraw from the Bond Service Subaccount and the Redemption Subaccount and set aside in separate accounts or deposit with the Bond Registrar the respective amounts required for paying the interest on, and the principal and redemption premium of, the Bonds so called for redemption. (c) Moneys held in the Redemption Subaccount shall be applied by the City each Fhcal Year to the retirement of Bonds of each Series then Outstanding in the following order: ~: the Term Bonds of each such Series to the extent of the Amortization Requirement. if any, for such Filcal Year for such Term Bonds, plue the applicable premium, if any, and any deficiency in any preceding Fiscal Years 1n the purchase or redemption of such Term Bonds under the provisions of this subdivision and, if the amount available in such Fiscal Year shall not be sufficient therefor, then in proportion to the Amortiza- tion Requirement, if any, for such Fiscal Year for the Term Bonds of each such Series then OUtstanding, plue the applicable premium, if any, and any 8uch deficiency; ~: Term Bonds of each Serie., if any, in proportion (a8 nearly as practicable) to the aggregate principal amount of the Bonds of each such Series originally is.ued; and l:hi..m: after the retirement of all Term Bonds, if any, Serial Bonde issued under the provision. of this Resolution in the inverse order of their maturities and, to the extent that Serial Bonde of different Series mature on the same date, in proportion (as nearly a. prlcticable) to the principal amount of Bonds of each Series maturing on such date. Upon the retirement of any Bonds by purchase or redemption there shall be filed with the Finance Director a statement briefly describing such Bonds and setting forth the date of their purchase or redemption, the amount of the purchase price or the redemption price of such Bonde and the amount paid as interest thereon. The expenaes in connection with the purchase or redemption of any Bonds shall be paid by the City from ths Enterprise Fund. Section 509. ADDlication of McnAV. in RA8Arve Account. Moneys held for the credit of the Reserve Account shall first be used for the purpose of paying the intereBt on and the principal of the Bonds whenever and to the extent that the moneys held for the credit of the Bond Service Subaccount shall be insufficient for - 61 - Section 505 (c), to either reinstate the maximum limits of such Reserve Account Insurance Pol icy or Reserve Account Letter of Credit following such disbursement or deposit, into 8uch Reserve Account funds in the amount of the disbursement made under such Reserve Account Insurance Pol icy or Reserve Account Letter of Credit, or to undertake a combination of such alternatives. In the event that upon the occurrence of any deficiency in the Debt Service Account, the Reserve Account is then funded with one or more Reserve Account Insurance Policies and/or Reserve Account Letters of Credit, the City or the Bond Registrar, as applicable pursuant to the provisions of any such facilities, shall, on the Interest Payment Date or principal payment date or redemption date to which such deficiency relates, draw upon or cause to be paid under such facilities, on a pro~rata basis thereunder, an amount sufficient to remedy such deficiency, in accordance with the term. and provisiona of such facilities and any corresponding reimburee~ ment or other agreement governing such facilities; provided however, that if at the time of such deficiency the Re.erve Account. is only partially funded with one or more Reserve Account Insurance Policies and/or Reserve Account Letters of Credit, prior to drawing on such facilities or causing payments to be made thereunder, there shall first be applied any cash and securities on deposit in the Res.rve Account to remedy the deficiency and, if after such application a deficiency still exists, the City or the Bond Registrar, as applicable, shall make up the balance of the deficiency by drawing on such facilities or causing payment. to be made thereunder, as provided in this paragraph. Amounts drawn or paid under a Reserve Account Insurance Pol icy or Reserve Account Letter of Credit shall be applied a. set forth in the first paragraph of this Section 509. Any amounts drawn or paid under a Reserve Account Insurance POlicy or Reserve Account Letter of Credit shall be reimbursed to the i.suer thereof in accordance with the terms and provisions of the reimbursement or other agreement governing such facility. including, if applicable. with respect to the Series 1996A Reserve Policy, the Insurance Agreement. In the event that all or a portion of ths Reserve Account Requirement shsll be prOVided by a Raserve Account Insurance Policy or Reserve Account Letter of Credit, the City shall do all things nece.a.ry to receive, or have the Bond Registrar receive, in a timely fashion from the provider of such Reserve Account Insurance POlicy or Reserve Account Letter of Credit amounts required to be expended pursuant to this Section. Section 510. ADDlic:ation of Monev. in Subordinated Indebted- ness Account. The City shall on the busin..s day immediately pre~ ceding the date on which any payment in respect of principal of, redemption premium, if any, or interelt on any Subordinated Indebtedness shall become due withdraw from the Subordinated Indebtedness Account and deposit in trust with the paying agent for such Subordinated Indebtedness to enable such paying agent to pay to the holders of such Subordinated Indebtednes. the amount required to pay such principal, redemption premium or interelt - 63 - becoming due and payable, all as provided in the ordinance, resolution or other instrument pursuant to which such Subordinated Indebtedness has been incurred (the "Subordinated Indebtedness Instrument") . The C~ty may, pursuant to the Subordinated Indebtedness Instrument reiatJ.ng to any SubordJ.nated Indebtedness, establish wi thin the Subordinated Indebtedness Account a special reserve subaccount for such Subordinated Indebtedness. Moneys deposited to the credit of the Subordinated Indebtedness Account with respect to any reserve subaccount deposit requirement established in a Subordinated Indebtedness Instrument shall be deposited in said subaccount and held as a reserve for the corresponding Subordinated Indebtedness, as shall be more fully set forth in such Subordinated Indebtedness Instrument. Section 511. Aoolication of Monevs Remainina in Enterorise .EY.!lll. Moneys held for the credit of the Enterprise Fund after the applications under Section 505 hereof, other than moneys held therein in respect of Current Expenses, may at the election of the City be applied: (a) to make up deficiencies in any of the Funds and Accounts created by this Resolution, (b) to pay the Cost of Improvements, (c) to purchase or redeem Bonds, (d), to pay the Cost of any required renewals and replacements to, or maintenance of, the Parking System, (e) to make payments required under Interest Rate Swap arrangements which are not payable as Current Expenses or from amounts deposited therefor pursuant to Section 505 (a) hereof, and (f) for any other lawful purpose of the City, including payment of additional Current Expenses. Section 512. ADolication of Monevs in Debt Service Account. Subject to the terms and conditions set forth in this Resolution, moneys held for the credit of the Debt Service Account shall be held in trust and disbursed for (a) the payment of interest on the Bonds issued under the provisions of Sections 208, 209 and 210 of this Resolution as such interest becomes due and payable, or {bl the payment of the principal of such Bonds at their maturities, or (c) the payment of the purchase or redemption price of such Bonds before their maturity and such moneys are hereby pledged to and charged with the payments mentioned in this Section. Notwithstanding the foregoing or any other provision herein to the contrary, including Sections 507 and 508, (i) if principal of and premium, if any, and interest on the Bonds that would have been - 64 - ARTICLE VI DEPOSITARIES OF HONEYS. SECURITY FOR DEPOSITS Am> INYZSTHBNT OF FUNDS Section 601. Security for Deoosits. All moneys r-eceived by the City under the provisions of this Resolution shall be held either in accordance herewith or shall be deposited with a Depositary or Depositaries, shall be held in trust, shall be applied only in accordance .....ith the provisions of this Resolution and shall not be subject to lien or attachment by any creditor of the City. All moneys held by the City or deposited with any Depositary hereunder in excess of the amount guaranteed by the Federal Deposit Insurance Corporation or other Federal agency shall be continuously secured for the benefit of the City and the Holders of the Bonds, either (a) by lodging with a bank or trust company approved by the City as custodian, or, if then permitted by law, by setting aside under control of the trust department of the bank holding such deposit as collateral security, Government Obligations, or, with the approval of the City, other marketable securities eligible as security for the deposit of trust funds under applicable regula- tions of the Comptroller of the Currency of the United States or applicable State of Florida laws or regulations, having a markl!t value (exclusive of accrued interest) not less than the amount of such deposit, or, if the furnishing of security as provided in (a) of this Section is not permitted by applicable law, (bl in such other manner as may then be required or permitted by applicable State of Florida or Federal laws or regulations regarding the security for, or granting a preference in the ca.se of, the deposit of trust funds; provided, however, that it shall not be necessary for the Bond Registrar to give security for the deposits of any moneys with them for the payment of the principal of or the redemption premium or the interest on any Bonds issued hereunder, or for the City to give security for any moneys which shall be represented by obligations purchased under the provisions of this Article as an investment of such moneys. All moneys held by the City and deposited with each Depositary shall be credited to the particular Fund or Account to which such moneys belong. Section 602. Investment of Monevs. Moneys held tor the credit of the Construction Fund, the Enterprise Fund, the Debt Service Account, the Bond Service Subaccount, the Redemption Subaccount, the Reserve Account and any subaccounts therein shall, as nearly as may be practicable, be continuously invested and reinveBted in Investment Obligations which shall mature, or which shall be subject to redemption by the holder thereof at the option of such holder, not later than the respective dates when moneys held for the credit of said Funds, Accounts and Suhaccounts will be required for the purposes intended; provided, however, that amounts on depOSit in the Reserve Account shall be invested in Investment - 66 - C-18 .. L;" paid from a subaccount in the Debt Service Account, is paid instead under a Credit Facility or a Liquidity Facility, amounts deposited in such relevant subaccount may be paid, to the extent required, to the issuer of the Credit Facility or Liquidity Facility having therefore made said corresponding payment and (ii) amounts deposited in the Bond Service Subaccount of the Debt Service Account may, to the extent provided in a Series Resolution, be applied to payments due under an Interest Rate Swap on a parity with interest due on the Bonds. Section 513. Monev Held in Trust. All moneys which the City shall have withdrawn from the Debt Service Account or shall have received from any other Source and deposited with the Bond Reg- istrar, for the purpose of paying any of the Bonds hereby secured, either at the maturity thereof or upon call for redemption, or for th~ purpos~ of paying any int~r~st on any of the Bonds hereby secured, shall be held in trust for the respective Holders of such Bonds. But any moneys which shall be so set aside or deposited and which shall remain unclaimed by the Holders of such Bonds for the period of six (6) years after the date on which such Bonds or the interest thereon shall have become due and payable shall upon request in writing be paid to the City or to such officer, board or body as may then be entitled by law to receive the same, and there- after the Holders of such Bonds shall look only to the City or to such officer, board or body, as the case may be, for the payment and then only to the extent of the amounts BO received without any interest thereon, and the Bond Registrar shall have no responsibil- ity with respect to such moneys. Section 514. Cancellation of BonM. All Bonds, paid, redeemed or purchased either at or before maturity shall be canceled upon the payment I redempt ion or purchase of such Bonds and shall be delivered to the City when such payment, redemption or purchase is made. All bonds canceled under any of the provisions of this Resolution shall be destroyed by the City, which shall execute a certificate in duplicate describing the Bonds so destroyed, and one executed certificate shall be filed with the Finance Director and the other executed certificate shall be retained by the City. (END OF ARTICLE Vj - 65 - Obligations which have an average aggregate weighted term to maturity not greater than five (5) years. Investment Obligations so purchased as an investment of moneys in any such Fund or Account shall be deemed at all times to be part of such Fund or Account. The interest accruing thereon and any profit realized from such investment shall be credited to such Fund or Account and any loss resulting from such investment shall be charged to such Fund or Account. Investment earnings on moneys on deposit to the credit of the follOWing Funds and Accounts shall be applied as follows: (a) Investment earnings on moneys on deposit to the credit of the Bond Service Subaccount and the Redemption Subaccount may, at the option of the City, be retained in said Accounts if the amounts are required for paying interest on the Bonds on the next Interest Payment Date and principal of Serial Bonds or the Amortization Requirements for Term Bonds when due, and to the extent that earnings are so retained, the City shall receive a credit against the amounts required to be deposited to said Accounts pursuant to Section 505 of this Resolution or the City may withdraw such earnings and deposit them to the credit of the Enterprise Fund. (b) Investment earnings on money on deposit in the Reserve Account or a subaccount therein shall be retained in said Reserve Account or subaccount, as applicable. at any time that the amounts on deposit to the credit of said Reserve Account or subaccount are less than the applicable Reserve Account Requirement, or if moneys on deposit therein are sufficient for such purpose, then such earnings shall be withdrawn and deposited to the credit of the Enterprise Fund. lc) Investment earnings on moneys on deposit to the credit of the Enterprise Fund shall be retained therein and applied in the same manner as other moneys on deposit therein. <d) Investment earnings on moneys on deposit to the credit of the Construction Fund may, at the option of the City, be retained in said Fund or, if deemed to be surplus to the requirements of the Construction Fund, withdrawn and deposited to the credit of the Enterprise Fund. Anything in this clause (d) to the contrary notwithstanding, no transfer of investment earnings to the Enterprise Fund as permitted herein shall affect the definition of Revenues contained in this Resolution. The City shall sell or present for payment or redemption any Investment Obligations so acquired whenever it shall be necessary so to do in order to provide moneys to meet any payment from such Fund or Account. Neither the City nor any agent thereof shall be liable or responsible for any loss resulting from any investment. - 61 - r- I i ! Moneys held for the credit of t::he Subordinated Indebtedness Account and any subaccounts therein shall be invested in accordance with the provisions of, and the investment earnings thereon shall be credited as provided in, the applicable Subordinated Indebted- ness Instrument. Section 1;03. Valuation of Invest.ment Obliqations. In computing the amount in any Fund or Account created pursuant to the provisions of this Reso-lution, obligations purchased as an investment of moneys therein shall be valued at the lower of (i) par, or amortized value if purchased at other than par, or (iil market value. plus, in each case, accrued interest.. Amortized value. when used with respect. to an obligation purchased at a premium above or a discount below par, means the value as of any given time obtained by dividing the total premium or discount at which such obI igat ion was purchased by the number of days remaining to maturity on such obligation at the date of such purchase and by multiplying the amount thus calculated by the number of days having passed since such purchase. and (1) in the case of an obligation purchased at a premium by deducting the product thus obtained from the purchase price, and (2) in the case of an obligation purchased at a discount by adding the product thus obtained to the purchase price. Valuation on any particular date shall include the amount of interest then earned or accrued to such date or any moneys or investmentli. in such Fund. The computation of the amount on deposit in or credi ted to t.he Funds and Accounts created under this Resolution and the valuation of the investments of such amount shall be performed by the City on the last day of each Fiscal Year, and such computation and valuation shall not be required to be per- formed at other times. Section 604. Accountinq for Funds. For the purposes of this Resolution, each Fund created hereunder shall be a series of self~ balanCing accounts within the book of accounts of the Parking System and shall connote a segregation of accounts, which will support special purpose disclosure reports, not to be construed as a separate set of books of accounts. For the purpose of investing or reinvesting, the City may commingle moneys in the Funds and Accounts created and established hereunder in order to achieve greater investment income; provided that the City shall separately account for the amounts 80 commin- gled. The amounts required to be accounted for in each of the Funds and Accounts designated herein may be depcsited in a single bank account for the Parking System provided that adequate accounting procedures are maintained to reflect and control the restricted allocations of the amounts on deposit therein for the various purposes of such Funds and Accounts as herein provided. The designation and establishment of funds and accounts in and by this Resolution shall not be construed to require the establishment of any completely independent funds and accounts but rather is intended solely to constitute an allocation of certain revenues and assets of the Parking System for certain purposes and to establish - 68 - ARTICLE VII PARTICULAR COVENANTS Section 701. p..,pvment of Princinal Interest and Premium. Pledae of Net Revenues. The City covenants that it will promptly pay the principal of and the interest on each and every Bond and all other System Debt issued under the provisions of this Resolu- tion at the places, on the dates and in the manner specified herein and in said Bonds and any premium required for the retirement of said Bonds and System Debt by purchase or redempt ion, according to the true intent and meaning thereof. Such principal, interest and premium will be payable solely from the Net Revenues and the Funds and Accounts created hereunder, other than the Subordinated Indebtedness Account and the Arbitrage Rebate Fund, and said Net Revenues and the Funds and Accounts created hereunder, other than the Subordinated Indebtedness Account and the Arbitrage Rebate Fund, are hereby pledged to the payment thereof in the manner and to the extent particularly specified in this Resolution. Bonds and other System Debt issued under the pI.ovisions of this Resolution shall not be deemed to constitute a debt of the City or a pledge of the faith and credit of the City, but such Bonds and other System Debt shall be payable solely from the Net Revenues and the Funds and Accounts created hereunder, other than the Subordinated Indebtedness Account and the Arbitrage Rebate Fund, and the Bonds and other System Debt shall not directly or indirectly or contingently obligate the City to levy or to pledge any form of taxation whatever therefor, nor shall any such Bonds and other System Debt constitute a charge, lien or encumbrance, legal or equitable, upon any property of the City. Section 702. Construct~on oC.. Imorovements: Qoeration of Parkina Svstem. The City further covenants that it will construct all Improvements for the construction or acquisition of which Bonds or other System Debt shall be issued under the provisions of this ReElolution, or for which moneys repayable from the proceeds of Bonds or other System Debt issued under the provisions of this Resolution shall have been advanced to the City, in accordance with the plans theretofore approved by the Consulting Engineers and that upon the completion of any such Improvements it will operate and maintain the same as a part of the Parking System. The City further covenants that any contract with any person for the construction of all or a portion of any Improvements shall provide for such performance and payment bonds or security in lieu thereof and for such ratings as shall be in compliance with the laws of the State of Florida and the normally established practices of the City from time to time in effect. The City further covenants that it will establish and enforce reasonable rules and regulations governing the use of the Parking System and the operations thereof, that all compensation, salaries, fees and wages paid by it in connection with the maintenance, repair and operation of the Parking System will be reasonable, that it will operate the Parking System in an efficient and economical - 70 - C-19 ~ such certain priorities for application of certain revenues and assets as herein provided. Section 60S. Tax Covenants. The City covenants and agrees that so long as any Bonds remain Outstanding, it shall comply with the requirements of the Code, including any arbitrage rebate covenants in connection with the issuance of any Series of Bonds, except to the extent that to not so comply would, in the opinion of Bond Counsel, not resul t in the interest payable on such Bonds being included in gross income for Federal income tax purposes to the Holders thereof under thp. Code. Notwith~tanding anything to the contrary contained herein or otherwise, the City shall not be required to comply with the covenants herein contained to the extent that interest on any Bonds issued hereunder shall be intended by the City, on the date of issuance of such Bonds, to be included in gross income for Federal income tax purposes to the Holders thereof under the Code. In connection with the issuance of the Series 1996A Bonds and for the purpose of complying with the arbitrage rebate covenants relating thereto, there is hereby created a special fund designated "Series 1996A Arbitrage Rebate Fund," which shall be held by the City and constitute an Arbitrage Rebate Fund under this Resolut ion. [END OF ARTICLE VI) - 69 - manner, that it will at all times maintain the Parking System or any part thereof in good repair and in sound operating condition and will make all necessary repairs, renewals and replacements, that it will duly observe and comply with all valid requirements of any municipal or governmental authority relative to the Parking System, that, except as permitted by this Resolution, it will not create or suffer to be created any lien or charge upon the Parking System or any part thereof or upon the Net Revenues ranking equally with or prior to the Bonds, and that, out of the Net Revenues, it will payor cause to be discharged, within sixty (60) days after the same shall accrue, all lawful claims and demands for labor, materials, supplies or other objF.!cts which, if unpaid, might by law become a lien upon the Parking System or any part thereof or upon the Revenues; provided, however, that nothing contained in this Section shall require the City to payor cause to be discharged, or make provision for, any such lien or charge so long as the validity thereof shall be contested in good faith and by appropriate legal proceedings. Section 703. Emolovment of Consultina Enain~. The City covenants and agrees that so long as any Bonds are Outstanding under this Resolution, it will employ an independent engineer or engineering firm or corporation having a favorable reputation for skill and experience in the construction and operation of public parking systems. Except for any fees and expenses incurred under the provisions of Section 403 of this Resolution, the cost of employing Consulting Engineers shall be treated as a part of the cost of operation and maintenance of the Parking System. Upon request of the CIty, it shall be the duty of the ConsultIng Eng~neers to prepare and f~le w~th the City a report setting forth such advice and recommendatIons with respect to the Parking System as they may deem desirable. The City further covenants that the Consulting Engineers shall at all times have free access to all properties of the Parking System and every part thereof for the purposes of inspection and examination and that its books, records and accounts may be examined by the Consulting Engineers at all reasonable times. Section 704. Emclovment of Accountant. The City covenants and agrees that it will for the purpose of performing and carrying out the duties imposed on the Accountant by this Resolution employ an independent certified public accountant or finn of independent certified public accountants of suitable experience and ~espon~- ibility, having a favorable reputation for skill and exper1ence ~n the auditing of municipal enterprise funds. Section 705. Insurance. The City covenants that it will at all times carry insurance, in a responsible insurance company companies authorized and qualified under the ~aws of the State.of Florida to assume the risk thereof, cover1ng such propert les belonging to the Parking System as are customarily insured, and - 71 - against loss or damage from such causes as are customarily insured against by municipally-owned parking systems. All such policies shall be for the benefit of the City, shall be made payable to the City and shall be deposited with the City, and the City shall have the sole right to receive the proceeds of such policies and to collection and receipt for claims thereunder. The proceeds of any and all such insurance shall be deposited in the name of the City. The City covenants that, immediately after any loss or damage to any properties of the Parking System resulting from any cause, whether or not such loss or damage shall be covered by insurance, it will cause its engineers to prepare plans and specifications for repairing, replacing or reconstructing (either in accordance with the original or a different design) the da.maged or destroyed property, and that: it will forthwith commence a.nd diligently prosecute the repair. replacement or reconstruction of the damaged or destroyed property unless it shall determine that the repair, replacement or reconstruction of such property is not essential to the efficient or economic operation of the Parking System. In the event that the City shall determine that the repair or replacement of such damaged or destroyed property is not essential to the effi- cient or ecbnomic operation of the Parking System, the proceeds of such insurance received by the City shall be deposited to the credit of the Enterprise Fund. The proceeds of all insurance referred to in this Section shall be available for and shall, to the extent necessary, be appl ied to the repair, replacement or reconstruction of the damaged or destroyed property, and shall be paid out in the manner hereinabove provided for payments from the Construction Fund. If such proceeds are more than sufficient for such purpose, the balance remaining shall be deposited to the credit of the Enter- prise Fund. All insurance policies shall be open to the inspection of the Bondholders and their representatives at all reasonable times. The Finance Director is hereby authorized in the name of the City to demand, collect, sue and receipt for the insurance money which may become due and payable under any policies payable to it. Any appraisement or adjustment of any loss or damage and any settlement or payment of indemnity therefor which may be agreed upon between the City and any insurer shall be evidenced to the Finance Director by a certificate signed by the Parking Director. Notwithstanding the foregoing provisions of this Section, the City may institute self-insurance programs with regard to such risks &S shall be consistent with the practices of municipally- owned parking systems operating in a manner similar to the Parking System. - 72 - The City may incur debt to acquire or improve Separate Parking Facilities without compliance with any test or limit contained in the Resolution so long as such debt is payable solely from the revenues generated by such Separate Parking Facility and the holders of such debt have no recourse and are in no way payable from the Revenues of the Parking System. The revenues, current expenses and debt service associated with such Separate Parking Facility and any debt of the City incurred therefor shall not be included in Revenues, Current Expenses and PrinCipal and Interest Requirements, each as defined in this Resolution. Any such Separate Parking Facility may be consolidated with the Parking System upon demonstration of compliance with the tests for the incurrence of Additional Bonds contained in clause (c) of Section 209 of this Resolution. In determining compliance with the test ment ioned above, the revenues and current expenses of the Separate Parking Facility shall be included in computing Net Revenues and the debt service on any debt payable from revenues of such Separate Parking Facility shall be included in Principal and Interest Requirements. Prior to any such consolidation. compliance with the tests set forth in clause (c) of Section 209 shall be demonstrated regardless of whether there shall be any debt outstanding with respect to such Separate Parking Facility. Section 710. No Free Parkina. To the extent permitted by law, the City will not permit free parking or services to be supplied by the Parking System except that (i) City Commissioners (including the Mayor), officers and employees may use facilities of the Parking System free of charge only while on official City business, (ii) the City may establish the hours during which meter charges shall be applicable and (iii) the City may permit free parking during hours when the volume of parking business does not justify the expense of collecting parking charges. Section 711. Enforcement of Colll!!ction~. The City will diligently enforce and collect, or cause to be enforced and collected, the rates, fees and other charges for the use of the Parking System; will take, or cause to be taken, all steps, actions and proceedings for the enforcement and collection of such rates, fees and charges to the full extent permitted or authorized by law; and will maintain accurate records with respect thereto. All such rates, fees, charges and revenues herein pledged shall, as collected, be held in trust to be applied as provided in this Resolution and not otherwise. Section 712. MAnaaement bv Others of thl!! Parkina System. All or any part of the Parking System may be managl!!d by independent managers or operators or by any authority created by the City for such purpose under such provisions as are acceptable to the Commis- sion; provided, however, that prior to the approval of any such management arrangement, there shall be delivered to the City Manager (i) a certificate of the Finance Director containing his determination that such management arrangements will not have a material adverse impact on the Net Revenues of the Parking System - 74 - C-20 - Section 706. Use of Revenues. The City 'covenants and agrees that, so long as any of the Bonds secured hereby shall be outstand~ ing, none of the Revenues will be used for any purpose other than as provided in this ReSOlution, and that no contract or contracts will be entered into or any action taken by which the rights of Holders of the Bonds might be impaired or diminished. Section, 707. Records. Accounts and Audita.. The City cove~ nants that ~t will keep the funds and accounts of the Parking System separate from all other funds and accounts of the City or any of its departments, and that it will keep accurate records and accounts of all items of costs and of all expenditures relating to the Parking System and of the Revenues collected and the applica- tion of such Revenues. Such records and accounts shall be open to the inspection of all interested p~rBonB. The City further Covenants that within six months after the close of each Fiscal Year it will cause an audit to be made of its books and accounts pertaining to the Parking System by the Accountant. Within a reasonable time thereafter the resulting Financial Statements shall be filed with the Commission and the Finance Director, and copies of such Financial Statements shall be mailed to any Bondholder who shall have filed his name and address with the Finance Director for such purpose. Such Financial Statements shall be open to the inspection of all interested persons. The City further covenants that it will cause any additional reports or audits relating to the Parking System to be made as required by law or by any applicable rules or regulations of any governmental authority or of any securities exchange on which the Bonds may be listed or traded. Such reports or audits may be extracted from the Financial Statements. The cost of such audits shall be treated as a part of the cost of operation. Section 708. SUDervisorv PerBon~. The City in operating the Parking System will employ a Parking Director with demonstrated ability and experience in operating similar facilities, and will require all employees who may have possession of money derived from the operation of the Parking System to be covered by a fidelity bond, written by a responsible indemnity company in amounts fully adequate to protect the City from loss. Section 709. Seoarate Parkina Facilities. In addition to the Separate Parking Facilities described in Exhibit A hereto, the Commission may by resolution determine to own or operate additional Separate Parking Facilities; provided, however, that prior to the adoption of any such resolution designating any facilities as a Separate Parking Facility, there shall be delivered to the City Manager a certificate of the Finance Director containing his determination that the ownerShip and operation of such Separate Parking Facility will not have a material adverse impact on the Net Revenues of the Parking System and stating his reasons for such determination. - 73 - and stating his reasons for such determination and (ii) an opinion of Bond Counsel to the effect that such management arrangement will have no adverse impact on the exclusion of interest on any of the Bonds or other System Debt from gross income for. federal income tax purposes. Any and all financial considerations received by the City by reason of such management arrangement shall be regarded as Revenues for purposes of this Resolution and applied as ,described in Section 505 hereof. Section 713. Sale or Other DisDosition of the Parkina SYstem. Except as provided in Section 709 and this Section, the City shall not sell, lease or otherwise dispose of all or any part of the Parking System. (a) To the extent permitted by law the City, without restriction, may in any Fiscal Year sell, lease or otherwise dispose of assets forming a part of the Parking System, the aggregate value of which in each such Fiscal Year does not exceed the lesser of $1,000,000 or one half of one per centum (1/2 of 1\) of the book value of the net property, plant and equipment of the Parking System as shown on the Financial Statements for the latest Fiscal Year for which such Financial ~~~;~:~~t~o ~rheis '~~;~:~l~~) S~~~l P;"OC.~~dtie~f.: d~;~~~~;~i~~ Section 505 of this Resolution or to the defeasance of Bonds pursuant to Section 1101 of this Resolution. (b) To the extent permitted by law the City may in any Fiscal Year sell, lease or otherwise dispose of assets forming a part of the Parking System in excess of the amount set forth in clause (a) of this Section, if, before any such transfer, there is delivered to the City Manager a report of the ConSUlting Engineers or Rate Consultant demonstrating that the sale, lease or other disposition of such property will not have a material adverse impact on the Net Revenues and stating his reasons therefor. In determining whether to render such report, the Consulting Engineers or the Rate Consultant shall consider the usefulness of the assets to be disposed of to the operations of the Parking System, the uses to be made of any proceeds of a sale and the rental income to he received wi th respect to any lease thereof. The proceeds of a disposition pursuant to this clause (b) shall be applied as described in Section 505 of this Resolution or to the defeasance of Bonds pursuant to Section 1101 of this Resolution. (c) To the extent permitted by law the City may in any Fiscal Year sell, lease or otherwise dispose of any assets forming a part of the Parking System without regard to the limitations and conditions in paragraphs (a) and (b) above if the Commission by resolution declares that such assets are not needed or serve no useful pUrpose in connection with the maintenance and operation of the Parking System. The proceed!" of a disposition pursuant to this clause (c) shall be applied as described in Section 505 of this Resolution or to the - 75 - ~ defeasance of Bonds pursuant to Section 1101 of this Resolu- tion. (d) To the extent permitted by law. the City may sell, lease or otherwise dispose of the assets of the entire Parking System, if. upon the application of the proceeds of any such disposition as hereinafter required. there shall be no Bonds deemed to be outstanding under the provisions of this ReBolu. tion and the City shall have paid or made full provision for the payment of all other obligations of the City payable from the Revenues of the parking System. including but not limited to. Current Expenses then due and payable or to become due and payable, and all other System Debt payable in any way from the Revenues of the parking System and all fees then due and owing or to become due in the future with respect to Credit Facili. ties. The proceeds of any sale, lease or other disposition permitted by this clause (d) shall be applied first to the payment or provision for payment of the obligations, including the Bonds, set forth above, and only after all such obliga- tions shall have been paid or full provision for their payment been made, shall the City apply any of such proceeds to any other lawful purpose of the City. No sale, lease or any other disposition of assets of the parking System pursuant to clauses (a) through (d) above shall be conswm\ated-. nor shall the proceeds of any such disposition be applied unless prior to such consummation or application, there shall be delivered an opinion of Bond Counsel to the effect that such disposition and the application of the proceeds as required herein will have no adverse impact on the exclusion of interest on any of the Bonds or other System Debt from gross income for Federal income purposes. Notwithstanding anything to the contrary in this Resolution, including this Section, and without having to comply with the above provisions of this Section but subject to Sections 502 and 605 hereof, to the extent permitted by law, the City may permit at such rates as the City shall deem reasonable (i) the exclusive use of parking lots or structures, or any portion thereof, which are part of the Parking System in connection with special events or occasions for periods of no more than one (1) week, including renewals; (ii) the exclusive use of spaces in parking lots or structures which are part of the Parking System by individuals who are members of the general public for periods of no more than one (1) month (however, such use may be renewed for successive periods of no more than one (1) month each); or (iii) the exclusive use of parking lots or structures, or any portion thereof, which are part of the Parking System during periods (.e....s..,., at night) when there is little or no reasonably expected demand tor use of such lots or structures by members of the general public and when such exclusive use for such periods will not prevent any foreseeable use of such lots or structures by members of the general public. The income from such use pursuant to this paragraph shall be applied as described in Section 505 of this Resolution. - 76 - A1tTICLE VIII RDmDIES Section 801. Extension of Interest PaYment. In case the time for the payment of any interest on any Bond shall be extended, whether or not such extension be by or with the consent of the City, such interest so extended shall not be entitled in case of default hereunder to the benefit or security of this Resolution except subject to the prior payment in full of the principal of all Bonds then outstanding and all interests the time for the payment of which shall not have been extended. Section 802. Events of Default. Each of the following events is hereby declared an "Event of Default": (a) payment of the principal and of the redemption premium, if any, of any of the Bonds shall not be made when the same shall become due and payable, either at maturity or by pro- ceedings for redemption or otherwise; or (bl payment of any installment of interest on any of the Bonds shall not be made when the same shall become due and payable; or (c) the City shall for any reason be rendered incapable of fulfilling its obligations hereunder: or (dl final judgment for the payment of money shall be rendered against the City as a result of the ownership, control or operation of the Parking System and any such judgment shall not be discharged within ninety (90) days from the entry thereof or an appeal shall not be taken therefrom or from the order, decree or process upon which or pursuant to which such judgment shall have been granted or entered, in such manner as to stay the execution of or levy under such judgment, order, decree or process or the enforcement thereof; or (e) the City admits in writing its inability to pay its debts generally as they become due, or files a petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of a receiver or trustees for itself or for the whole or any part of the Parking System or a receiver or trustee for Buch purpose is appointed without the consent of the City; or (f) the City is adjudged insolvent by a court of competent jurisdiction, or is adjudged a bankrupt on a petition in bankruptcy filed against the City, or an order, judgment or decree is entHed by a court of competent jurisdiction appointing. without the consent of the City, a receiver or trustee of the City or of the whole or any part of its property and any of the aforesaid adjudications, orders, judgments or decrees shall not be vacated or - 78 - Section 714. Covenants with Providers of Credit Facilities. Liauiditv Facilities Reserve Account Insurance Policies or Reserve Account Letters of Credit. (a) Subject to the provisions of this Resolution and in addition to the covenants contained herein for the benefit of the Series 1996A Bond Insurer in respect of the Series 1996A Bond Insurance Policy, the City may make such cove- nants, including the granting of a parity or subordinate lien to the lien of Bonds hereunder, as the City may in its sole discretion determine to be appropriate with any provider that shall agree to insure or to provide for Bonds of anyone or more Series a Credit Facility or Liquidity Facility, which Credit Facility or Liquidity Facility shall enhance the security or the value of such Bonds and thereby reduce the Principal and Interest Requi rementB on such Bonds. Such covenants may be set forth in the applicable Series Resolution or in any agreement entered into with such provider and shall be binding on the City, the Bond Registrar and all the Holders of Bonds the same as if such covenants were set forth in full in this Resolution; provided, however, that no such covenant shall create any additional or expand any existing obligations, duties or responsibilities of the Bond Registrar hereunder or limit, waive or restrict any existing rights of the Bond Registrar hereunder, without the Bond Registrar's prior written consent. (b) In addition to the covenants contained herein or in the Insurance Agreement for the benefit of the Series 1996A Bond Insurer if a portion of the Reserve Account Requirement with respect to the Series 1996A Bonds is funded with the Series 1996A Reserve Policy, the City may make such covenants, including the granting of a subordinate lien to the lien of Bonds hereunder, as it may in its sole discretion determine to be appropriate with any provider of a Reserve Account Insurance Policy or Reserve Account Letter of Credit deposited in the Reserve Account. Such covenants may be set forth in a resolution adopted by the City or in any agreement entered into with such provider and shall be binding on the City. the Bond Registrar and all the Holders of Bonds the same as if such covenants were set forth in full in this Resolution; provided, however, that no such covenant shall create any addition- alar expand any existing obligations. duties or responsibilities of the Bond Registrar hereunder or limit, waive or restrict any existing rights of the Bond Registrar hereunder, without the Bond Registrar's prior written consent. (c) All covenants for the benefit of a provider of a Credit Facility, Liquidity Facility, Reserve Account Letter of Credit or Reserve Account Insurance Policy shall remain in full force and effect only for so long as such provider has not defaulted in its obligations under the applicable Credit Facility, Liquidity Facility, Reserve Account Letter of Credit or Reserve Account Insurance Policy. [END OF ARTICLE VII} - 77 - eet aside or stayed within ninety (90) days from the date of entry thereof i or (g) the City shall file a petition or answer seeking reorganization or any arrangement under the Federal bankruptcy laws or any other appl icable law or statute of the United States of America or any state thereof; or (h) under the provisions of any other law for the relief or aid of debtors, any court of competent jurisdiction shall assume custody or control of the City or of the whole or any substantial part of its property, and such custody or control shall not be terminated within ninety (90) days from the date of assump- tion of such custody or control; or (i) the City shall default in the due and punctual performance of any other of the covenants, conditions, agreements and provisions contained in the Bonds or in this Resolution on the part of the City to be performed and such default shall continue for thirty (30) days after written notice specifying such default and requiring the same to be remedied shall have been given to the City by the holders of not less than ten per centum (10\) in aggregate principal amount of the Bonds then Outstanding; provided, however, if the default specified in this clause (i) shall be of a type which cannot be remedied within thirty (30) days, it shall not constitute an Event of Default if the City shall begin to remedy such default within such thirty-day period. Section 803. Acceleration of Maturities. Upon the happen- ing and continuance of any Event of Default specified in clauses (a) through (i) of Section 802 of this Article, then and in every such case the Holders of not less than a majority in aggregate prinCipal amount of the Bonds then Outstanding may, by a notice in writing to the City, declare the principal of all of the Bonds then outstanding (if not then due and payable) to be due and payable immediately, and upon such declaration the same shall become and. be immediately due and payable, anything contained in the Bonds or in this Resolution to the contrary notwithstanding; provided, however, that if at any time after the principal of the Bonds shall have been so declared to be due and payable, and before the entry of final judgment of decree in any suit. action or proceeding instituted on account of such default, or before the completion of the enforcement of any other remedy under this Resolution, moneys shall have accumulated in the Debt Service Account sufficient to pay the principal of all matured Bonds and all arrears of interest, if any, upon all Bonds then Outstanding (except the principal of any Bonds not then due except by virtue of such declaration and the interest accrued on such Bonds since the last Interest Payment Date), and all amounts then payable by the City hereunder shall have been paid or a sum sufficient to pay the same have been deposited with the Bond Registrar, and every other default in the observance or performance of any covenant, condition, agreement or provision contained in the Bonds or in this Resolution (other than a default in the payment of the principal of such Bonds then due - 79 - C-21 only because of a declaration under th~s Section) shall have been remedied, then and in every such case the Holders of not less than a majority in aggregate princIpal amount of the Bonds not then due except by virtue of such declaration and then Outstanding may, by written notice to the City, rescind and annul such declaration and its consequences, but no such rescission or annulment shall extend to or affect any subsequent default or impair any right consequent thereon. Section 804. Enforcement of Rerned~., Upon the happening and continuance of, any Event of Default then and in every such case the Holders of not less than ten per centum {lOll in aggregate principal amount of the Bonds then Outstanding hereunder may proceed to protect and enforce the rights of the Bondholders under State law, or under this Resolution by such suits, actions or special proceedings in equity or at law, either for the specific performance of any covenant or agreement contained herein or in aid or execution of any power herein granted or for the enforcement of any proper legal or equitable remedy, as such Bondholder shall deem most effectual to protect and enforce such rights. Such Holders of Bonds, or any trustee appointed to represent Bondholders as hereinafter provided, shall be entitled as of right to the appoint- ment of a receiver of the Parking System in an appropriate judicial proceeding in a court of competent jurisdiction, whether or not such Holder or trustee is also seeking or shall have sought to enforce any other right or exercise any other remedy in connection wit:h Bonds issued pursuant to this Resolution. The receiver so appointed shall forthwith, directly or by his agents and attorneys, enter into and upon and take possession of the Parking System, and each and every part thereof, and shall hold, operate and maintain, manage and control the Parking System, and each and every part thereof, and in the name of the City shall exercise all the rights and powers of the City with respect to the Parking System as'the City itself might do. Such receiver shall collect and receive all Revenues and maintain and operate the Parking System in the manner provided in this Resolution and comply under the jurisdiction of the court appointing such receiver, with all of the provisions of this Resolution. Whenever all that is due upon the Bonds, and interest thereon, and under any covenants of this Resolution for the Funds and Accounts, and upon any other obI igations and interest thereon having a charge, lien or encumbrance upon the Revenues of the Parking System shall have been paid and made good, and all defaults under the provisions of this Resolution shall have been cured and made good, possession of the Parking System shall be surrendered to the City upon the entry of an order of the court to that effect. Upon any subsequent Event of Default, any Holder of Bonds issued pursu<'\nt to this Resolution, or any trustee appointed for Bondhold- ers as hereinafter provided, shall have the right to secure the further appointment of a receiver. - 80 - payable, 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 install- ment, to the persons entitled thereto, without any discrimina- tion or preference except as to any difference in the respec- tive rates of inten~st specified ~n the Bonds; ~: to the payment of the persons entitled thereto of the unpaid principal of any of the Bonds which shall have become due (athp-r than Bonds called for redemption for the payment of which sufficient moneys are held pursuant to the provisions of this Resolution), in the order of their due dates, with interest upon such Bonds at the respective rates specified therein from the respective dates upon which they became due, and, if the amount available shall not be sufficient to pay in full the principal of Bonds due on any particular date, together with such interest, then to the payment of such principal, ratably according to the amount of such rrincipal due on such date, to the persons entitled thereto without any discrimination or preference except as to any difference in the respective rates of interest specified in the Bonds; and Ihi.1"g: to the payment of the interest on and the principal of the Bonds, to the purchase and retirement of Bonds and to the redemption of Bonds, all in accordance with the provisions of Article V of this Resolution. (b) If the principal of all the Bonds shall have become due and payable or shall have been declared 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 installm~nt of interest, or of any Bond over any other Bond, ratably, according to the amounts due respectively for principal and interest, to the persons entitled thereto without any discrimination or preference except as to any difference in the respective rates of interest specified in the Bonds. (c) If the principal of all the Bonds shall have been declared due and payable and if such declaration shall thereafter have been rescinded and annulled under the provisions of Section 803 of this Article, then, subject to the provisions of paragraph (b) of this Section in the event that the principal of all the Bonds shall later become due or be declared due and payable, the moneys remaining in and thereafter accruing to the Debt Service Account shall be applied in accordance with the provisions of paragraph (a) of this Section. The provisions of this Section are in all respects subject to the provisions of Section 801 of this Article. - 82 - C-22 -_. -----.. Such receiver shall in r.he performance of the powers herein- above conferred upon him bp- under the direction and supervision of the court making such appointment, shall at all times be subJect to the orders and decrees of such court and m:'iY be ~emoved thereby and a successor receiver appointed in the dIscretIon of such court Nothing herein contained shall limit or restrict the jurisdiction of such court to enter such other and further orders and decrees as such court may deem necessary or appropriate for the exercise by the receiver of any function not specifically set forth herein. Any receiver appointed as provided herein shall hold and operate the Parking System in the name of the City and for the jOint protection and benefit of the City and the Holders of Bonds issued pursuant to this Resolution. Such receiver shall have no power to sell, assign, mort~age or otherwise dispose of any assets of any kind or character belonging or pertaining to the Parking System, except as provided herein, but the authority of such receiver shall be limited to the possession, operation and maintenance of the Parking System for the sole purpose of the protection of both the City and the Bondholders. The Holder or Holders of Bonds in an aggregate principal amount of more than fifty per centum (50%) of the Bonds then Outstanding may by a duly executed certificate in writing appoint a trustee for Holders of Bonds issued pursuant to this Resolution with authority to represent such Bondholders in any legal proceed- ings for the enforcement and protection of the rights of such Bondholders. Such certificate shall bp- executed by such Bondhold- ers or their duly authorized attorneys or representatives, and shall be filed in the office of the City Clerk of the City. Notwithstanding anything in this Resolution to the contrary, so long as the issuer of a Credit Facility shall not be in default in its obligations under such Credit Facility, such issuer shall be deemed to be the holder of all Bonds haVing the benefit of such Credit Facility for all purposes of this Article VIII. Section 805. Pro Rata ADolication of Funds. Anything in this Resolution to the contrary notwithstanding, if at any time the moneys in the Debt Service Account shall not ,be sufficient to pay the principal of or the interest on the Bonds as the same become due and payable (either by their terms or by acceleration of maturities under the provisions of Section 803 of this Article), such moneys, together with any moneyf" then avai lable for such purpose, whether through the exercise of the remedies provided for in this Article or otherwise, shall be applied as follows: (a) Unless the principal of all the Bonds shall have become due and payable or shall have been declared due and payable, all such moneys shall be applied: ~: to the payment of the persons entitled thereto of all installments of interest then due and payable, in the order in which such installments become due and - 81 - Whenever moneys are to be applied by the City pursuant to the provisions of this Section, such moneys shall be applied by the City at such times, and from time to time, as the City in its sole discretion shall determine, having due regard to the amount of such moneys available for application and the likelihood of additional moneys becoming available for such application in the future; the deposit of such moneys with the Bond Registrar, or otherwise setting aside such moneys, in trust for the proper purpose, shall constitute proper application by the City; and the City shall incur no liability whatsoever to any B0ndholder or to any other person for any delay in apply~ng any such funds, so long as the City acts with reasonable diligence, having due regard to the circumstances, and ultimately applies the same in accordance with such provisions of this Resolution as may be applicable at the time of application. Whenever the City shall exercise such discretion in applying such funds, it shall fix the date upon which such application is to be made and upon such date interest on the amounts of principal to be paid on such date shall cease to accrue. The City shall give such notice as it may deem appropriate and as otherwise required herein of the fixing of any such date, and shall not be required to make payment to the Holder of any unpaid Bond until such Bond shall be surrendered to it for appropriate endorsement. Section 806. Effect of Discontinuance of Proceedincrs. In case any proceeding taken by any Bondholder on account of any default shall have been discontinued or abandoned for any reason, then and in every such case the City and the Bondholder shall be restored to their former positions and rights hereunder, respecti- vely, and all rights and remedies of the Bondholders shall continue as though no such proceeding had been taken. Section 807. Restrictions on Individual Bondholder Actions. No Holder or Holders of any of the Bonds hereby secured shall have any right in any manner whatever by his or their action to affect, disturb or prejudice the security of this Resolution, or to enforce any right hereunder except in the manner herein provided, and all proc~edings at law or in equity shall be instituted, had and maintained for the benefit of all Holders of such Bonds. Section 808. No Remedv Exclusive. No remedy herein con- ferred upon the Bondholders is intended to be exclusive of any other remedy or remedies herein provided, and each and every such remedy shall be cumulative and shall be in addition to every other remedy given hereunder. Section 809. Delav Not a Waiver. No delay or omission of any Bondholder to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed to be a waiver of any such default or an acquiescence therein; and every power and remedy given by this Article to the Bondholder may be exercised from time to time and as often as may be deemerl expedient. - 83 -. -- -=- Section 810. Riaht to Enforce Payment of Bonds. Nothing in this Article shall affect or impair the right of any Bondholder to enforce the payment of the principal of and interest on his Bond, or the obligation of the City to pay the principal of and interest on each Bond to the Holder thereof at the time and place in said Bond expressed. [END OF ARTICLE VII I] - 84 - ARTICLE X SUPPLEMBNTAL RESOLUTIONS Section 1001. SUDclemental Resolution without Bondholders' ~. The Commission may, without the consent of any Holders of the Bonds or providers of Credit Facilities, Liquidity Facilities, Reserve Account Insurance Policies or Reserve Account Letters of Credit I from time to time and at any time adopt such resolutions supplemental hereto as shall not be inconsistent with the terms and provisions hereof (which supplemental resolution shall thereafter form a part hereof) : (a) to cure any ambiguity or formal defect or omission or to correct any inconsistent provisions in this Resolution or in any supplemental ordinance, or (b) to grant to or confer upon the Bondholders any addi,=ional rights, remedies, powers, au'=hority or security that may lawfully be granted to or conferred upon the Bond- holders, or (c) to add to the conditions, limitations and restric- tions on the issuance of Bonds under the provisions of this Resolution other conditions, limitations and restrictions thereafter to be observed, or (d) to add to the covenants and agreements of the City in this Resolution other covenants and agreements thereafter to be observed by the City or to surrender any right or power herein reserved to or conferred upon the City, or (e) to permit the issuance of Bonds in coupon form, if as a condition precedent to the adoption of such supplemental resolution, there shall be delivered to the City an opinion of Bond Counsel to the ef fect that the issuance of Bonds in coupon or bearer form are then permitted by law to be issued and that the interest on such Bonds would be exempt from Federal income taxation, or (f) to permit the City to issue Bonds the interest on which is not exempt from Federal income taxation, or (g) to qualify the Bonds or any of them for registra- tion under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, or (h) to qualify this Resolution as an n indenturen under the Trust Indenture Act of 1939, as amended, or (i) to create additional Debt Service Accounts or subaccounts within the Reserve Account for Series of Bonds as permitted by Section 50S hereof, or - 86 - ARTICLE IX EXECUTION OP INSTRUMENTS BY BONDHOLDERS AND PRooP OP OWNERSHIP OP BONDS Section 901. Execution of Instruments bv Bondholders and Proof of Ownershio of Bonds. Any request, direction, consent or other instrument in writing required or permitted by this Resolu- tion to be signed or executed by Bondholders may be in any number of concurrent instruments of similar tenor and may be signed or executed by such Bondholders or their att.orneys or legal rep- resentatives. Proof of the execut.ion of any such instrument and of the ownership of Bonds shall be sufficient for any purpose of this Resolution and shall be conclusive in favor of the City with regard to any action taken by it under such ins,=rument if made in the following manner: (a) The fact and date of the execution by any person of any such instrument may be proved by the verification of any officer in any jurisdiction who, by the laws thereof, has power to take affidavits within such jurisdiction, to the effect that such instrument was subscribed and sworn to before him, or by an affidavit of a witness to such execution. Where such execution is on behalf of a person other than an individual such verification or affidavit shall also consti- tute sufficient proof of the authority of the signer thereof. (bl The fact of the ownership of Bonds shall be proved by the registration books required to be maintained pursuant to Article II of this Resolution. Nothing contained in this Article shall be construed as limiting the City to such proof, it being intended that the City may accept any other evidence of the matters herein stated which it may deem sufficient. Any request or consent of the Holder of any Bond shall bind every future Holder of the same Bond in respect of anything done by the City in pursuance of such request or consent. Notwithstanding any of the foregoing provisions of this Section, the City shall not be required to recognize any person as a Holder of any Bond or to take any action at his request unless such Bond shall be deposited with it. [END OF ARTICLE IX] - 85 - (j) to permit Bonds to be issued in denominations smaller than $5,000, or {kl to comply with requirements of entities providing Credit Facilities, Liquidity Facilities, Reserve Account Insurance Pol icies, Reserve Account Let ters of eredi t and lnterest Rate Swaps, or (1) to designate any parking facilities, including portions of the Parking System, as Separate Parking Facilities under the provisions of Section 709 of this Resolution. Section 1002. Suoolemental Resolution with Bondholders' ~. Subject to the terms and provisions contained in this Section, and no~ otherwise, the Holders of not less than a majority in aggregate pr1ncipal amount of the Bonds then outstanding shall have the right, from time to time, anything contained in this Resolution to the contrary notwithstanding, to consent to and approve ,=he adop,=ion of such resolu,=ions supplemental hereto as shall be deemed necessary or desirable by the City for the purpose of modifying, altering, amending, adding to or rescinding, in any particular, any of the terms or provisions contained in this Resolution or in any supplemental resolution; provided, however, that nothing herein contained shall permit, or be construed as permitting, (a) an extension of the maturity of the principal of or the interest on any Bond issued hereunder, or (b) a reduction in the principal amount of any Bond or the redemption premium or the rate of interest thereon, or (cl the creation of a superior or parity pledge or lien to the pledge and lien created under this Resolution other than as permitted by this Resolution, or (d) a preference or priority of any Bond or Bonds over any other Bond or Bonds, or (e) a reduction in the aggregate principal amount of the Bonds required for consent to such supplemental ordinance. Nothing herein contained, however, shall be construed as making necessary the approval by Bondholders of the adoption of any supplemental ordinance as authorized in Section 1001 of this Article. The consent of the Holders of any Series of Additional Bonds or Refunding Bonds to be issued hereunder shall be deemed given if the underwriters or initial purchasers for resale consent in writing to such supplemental resolution and the nature of the amendment effected by such supplemental resolution is disclosed in the official statement or other offering document pursuant to which such Series of Additional Bonds or Refunding Bonds is offered and sold to the public. If at any time the City shall determine that it is necessary or desirable to adopt any supplemental resolution for any of the purposes of this Section, the City shall cause notice of the proposed adoption of such supplemental resolution to be mailed, postage prepaid, to all registered owners of Bonds then Outstanding at their addresses as they appear on the registration books at least sixty (60) days prior to the proposed adoption date. Such notice shall briefly set forth the nature of the proposed supple- - 87 - C-23 - m.<>~ta: reSClu':l::-r: an:J s!',a: i s':ate that :.n.:o cc-;ple.r-: :h'?Y~of are on f:.1-:: at t.he -:::fi::e cf th<:> =ity :'::1",:-1-: to!- :nsp~c::.:o:'. by all 3o.:ldhclders fhe Ci':y shal~ r.':Jt, however, b'2 s'J.oJec::t to any :iability ':2 any Bondholder by reason of its tailure to cause the ~otice required by this Section to be mailed and any such failure shall not affect the valldity of such supplemental resolution when consented tc and approved as provided in this Section Whenever, after the maillng of such notlee, the City shall deliver to the Flnance Director an instrument or lnstruments in writing purporting to be executed by the Holders of not less than a majorlty ln aggrega,te principal amount of the Bonds then Outstanding, which lnstrument or instrumoents shall reEoer to the proposed supplt2mental resolution dps-:ribe-i 1n such notice and shall specifically CGnsent to and "pprov", Ule adoption th"'!reof in substantially the farm cf the copy thereof referred to in such notice, thereupon, but not other'wise, the Commlssion may adopt such supplemental resolution ln substantially such form, without liability or responsibility to any holder of any Bond, whether or not such Holder shall have consented thereto. If the Holders of not less than a maJority in aggregate principal amount of the Bonds then Outstanding at the time of the adoption of such supplemental resolution shall have consented to and approved the adoption thereof as hereln provided, no Holder of any Bond shall h"ve any r-ight to object to the adoption of such supplemental resolution, or to object to any of the tet'nlS and provisiqns contained therein or the oper-ation thereof, or in any manner to question the propriety of the adoption thereof, or to enjoin or restrain the Commission from adopting the same or from taking any action pursuant to the provisions thereof. Upon the adoption of any supplemental resolution pursuant to the provisions of this Section, this Resolution shall be deemed, to be modified and amended in accordance therew1th, and the respectlve rights, duties and obligations under this Resolution of the City and all Holders of Bonds then Outstanding shall thereafter be determined, exercised and enforced in all respects under the pr0visions of this Resolution as so modified and amended. Notwithstanding anything to the contrary contained in this Resolution, so long as the issuer of a Credit Facility shall not be in default in its obligations under such Credit Facility, such issuer shall be deemed to be the holder cf all Bonds having the benefit of such Credit Facility for purposes of this Section 1002. Section 1003, Succlemental Resolutions Part of Resolution. Any supplemental resolution adopted in accordance with the p:-o- visions of this Article and approved as to lega11ty by the Clty Attorney shall thereafter form a part of this Resolution, and all of the terms and conditions contained in any such supplemental resolution as to any provision authorized to be contained therein shall be and shall be deemed to be part of the terms and conditions of this Resolution for any and all purposes, In case of the - 88 - ARTICLE XI DEFEASANCE Section 1101. ~sation of InteX~_?lt,~~.91J.Q.b.QJ.Q.eJ:.s.. If, when the Bonds secured hereby (a) sha.ll have become due and payable in accordance with thei::- terms 'Jr ibi shall hav~ been duly called for redemption or (c) irrevocabl~ instructions to call the Bonds for redemption or to pay the Bonds at their respective maturities or combination of such payment and redemption shall have been given by the City, the whole amount of the principal and the interest and premi um, if any, so due and payabl e upon a 1.1 of th~ Bonds then Outstanding shall be paid or sufficient moneys or Government Obligations, the principal of and the interest on which when due will provide sufficient moneys to pay such principal, interest (Which with respect to any Variable Rate Bonds shall be assurm'!d to be the maximum interest rate permitted under the documents governing such Variable Rate Bonds) and premium, if any, on the Bonds then Outstanding shall be held by the Bond Registrar or other bank, trust company or other appropriate financial institution, acting as escrow agent, for such purpose under the provisions of this Resolution, and provision shall also be made for paying all other sums payable hereunder by the City, then and in that case the right, title and interest of the Holders of the Bonds under this Resolution shall thereupon cease, determine and become void, the City shall have no obligation with respect to such Bonds except for the payment of the principal of. redempt ion premi urn, if any. and interest thereon solely from the moneys or Government Obligations deposited pursuant to this Section, and the Commission in such case, shall repeal and cancel this Resolution and may apply any surplus in any subaccount in the Debt Service Account and all balances remaining in any other Funds or Accounts other than moneys held for the redemption or payment of Bonds or the intereSt thereon to any lawful purpose of the City as the Commission shall deter- mine; otherwise this ReSOlution shall be, continue and remain in full force and effect; provided, however, that in the event Government Obligations shall be deposited with and held by the Bond Registrar or other bank, trust company or other appropriate financial institution, acting as escrow agent, as hereinabove provided, and in addition to the r~quirements set forth in Article III of this Resolution, the City shall within thirty (30) days after such Government Obligations shall have been deposited with the Bond Registrar or other bank, trust company or other appropri- ate financial institution, acting as escrow agent, cause a notice to be published in a Daily Newspaper of general circulation published in the County, and in a Daily Newspaper of general circulation or a financial journal published in the Borough of Manhattan, City and State of New York, setting forth (al the date, if any, designated for the redemption of the Bonds or ,if a porti?n of the Outstanding Bonds are not being redeemed prlor to thelr maturities or mandatory redemption dates, a statement to the effect that such Bonds are being paid at maturity and any Term Bonds are b~ing redeemed in amounts and at times which will satisfy the Amortization Requirement.s ther"efor, (b) a description of the 90 - C-24 adoption and approval of any supplemental resolution, express r-eference may be made ~hereoE in the text ~:Jf any Bonds Issued thereafter, it deemed necessary or desirable by the City. [END OF ARTICLE Xl 89 - Government Obligations so held by the Bond Registrar or other bank, trust company or ot.her appropriate financial institution, acting iH; escrow agent, and (c) that this Resolution has been repealed and canceled in accordance with the provisions of this Section. With respect to Variable Rate Bonds or Optional Tender Bonds, prior to the release of this Resolution, there shall be filed with the Finance,Director, ,the following: (i) a resolution adopted by the Comm1sslon deternunlng (which determination may be based upon opinions of Bond Counselor investment bankersl that the rights of the o.....ners of such Variable Rate Bonds or Optional Tender Bonds to reCelV€ payment of interest at the Variable Rate as provided in the documents pursuant to which such Bonds were issued and the right to receive payment of the purchase price of such Bonds upon tender for purchase I as provided in the documents pursuant to which such Bonds were issued, either pursuant to a Credit Facility provided therefor or otherwise will not be materially adversely impaired hy the release of this Resolution pursuant to this Article XI; (ii) a resolution, adopted by t_he Commission, which may be the same re~olution specified in clause (i) above, specifying the uses to WhlCh any Current Excess Interest Earnings (as hereinafter defined) may be applied, which may include the financing of Improvements or Capital Expenditures, as defined in this Resolution for the Parking System or Current Expenses of the Parking System to the extent that expenditure of such sums for such purpose reduces the required Revenues, or, if the City no longer owns the Parking System, the capital expenditures for other lawful purposes of the City, in each event, such uses shall be for facilities the construction or acquisition of which would, but for the receipt of such Current Excess Interest Earnings, have been constructed or acquired using proceeds of unissued Bonds or other bonds of the City or paid from future revenues of the City; and (iii) there shall have been furnished to the City, as a condition of the release of this Resolution, an opinion of Bond Counsel to the effect that such release will not have an adverse effect on the ~ederal income tax exemption of interest on any of such Bonds as are then exempt from such taxation. For the purposes of this Section, "Current Excess Interest Earnings" shall mean for each period for which interest is received by the escrow agent on the Government Obligations held in escrow for the Holders of the outstanding Bonds, the excess, if any, of interest received on such Government Obligations over t.he amount of interest paid on the Variable Rate Bonds in such period. The agreement pursuant to which such Government Obligations are held by the escrow agent shall provide for wi.thdrawal of such Current Excess Interest Earnings when received by the escrow agent and payment of such sums to the City for expenditure in the manner provided in the resolution mentioned in clause (ii) of the preceding paragraph. All moneys and obligations held by the Bond Registrar or other bank, trust company or other appropriate financial institution, acting as escrow agent, pursuant to this Section shall be held in . 91 - trust and th~ principal of and interest on said obligations when r~c'?ived, and said moneys, applied to the payment, when due, of the principal of, and the interest and the premium, if any, on the Bonds payable therefrom. [END OF ARTICLE XI] 92 - pa'fTTlent of one hundred per centum (100\ l of the Policy Costs due during the tw~lve months immediately succeeding ttle month of delivery of such certificate. (dl In connection with the issuance of any Additional Bonds Ot:. Refunding Bonds, any increase ~n the Reserve Account Requirement attributable to the issuance of such Bonds shall be funded at the time of the del1very of such Bonds. (e) In determining the amount of the Principal and Interest Requirements for any Fiscal Year with respect to Variable Rate Bonds, the interest rate shall be assumed to be th~ greater Gt (i) eight percent (8\) per annum or (it) the average rate of interest for such Variable Rate Bonds during the preceding twelve (12) months or such shorter period as the Variable Rate Bonds were outstanding, or if there were no Variable Rate Bonds outstand1ng during such period, then eight percent (8\) per annum. (f) Unless otherwise approved by the Series 1996A Bond Insurer, scheduled principal due in any Fiscal Year (whether by Amortization Requirements or at maturity) with respect to any Series of Bonds shall not exceed fifteen percent (15\) of the original total principal amount of such Series of Bonds. (g) To the extent that the City maintains a self- insurance program for all or any portion of the risks with respect to the Parking System, the City shall provide to the Series 1996A Bond Insurer a statement of an independent insurance consultant acceptable to the Series 1996A Bond Insurer to the effect that such self - insurance program is adequate to protect the Parking System. (h) Any insurance carrier insuring the Parking System shall be rated at least "A" by A.M. Best Company, Inc., Standard & Poor's or Moody's. (i) Notice of the optional or extraordinary redemption of Series 1996A Bonds, other than any notice that refers to Series 1996A Bonds that are to be redeemed from proceeds of a refunding bond issue or from amounts to be provided by the Series 1996A Bond Insurer in its discretion, may be given only if sufficient funds have been deposited with the Bond Regis- trar to pay the applicable redemption price of the Series 1996A Bonds to be redeemed. (j) In connection with an event described in Section 802 (i) hereof which cannot be remedied within thirty (30) days, the same shall constitute an Event of Default under this Resolution upon the expiration of ninety (90) days after the written notice described in said Section 802 (i) shall have been given to the City unless a longer time period is approved by the Series 1996A Bond Insurer. - 94 - C-25 ~ ARTICLE XII PROVISIONS RELATING TO THE SERIES 1996A BOND INSURER Section 1201. Provisions relatina to the Series 1996A Bond lr:surer. For so long as the Series 1996A Bond Insurance Pol~cy, or w~th respect to clauses (a) and (c) below, solely if and while the Serles 1996A Reserve Policy~ 1S 1n effect and the Series 1996A Bond Insurer ~as not defaulted 1n its payment obligations thereunder and notw~thstanding any provisions to the contrary contained i~ this Resolut1on, the City, the Bond Registrar and the Holders of the B~mds, as applicable, covenant and agree, but solely for the benef1t of the Series 1996A Bond Insurer, as follows: . , (a) The provisions of the Insurance Agreement shall be bIndIng on th~ C1ty, the Rond Registrar and the Holders of the Bonds the same as if they were set forth in full in this Resolution and to the extent of any inconsistencies between the provisions of this Resolution and the Insurance Agreement, the prOVIsions of the Insurance Agreement shall control. (bl The Counterparty with respect to any Interest Rate Swap entered into in connection with the Bonds or, if the Counterparty's obligations are guaranteed, then in lieu of the Counterparty, any guarantor of such obligations, shall be an entity whose senior unsecured debt is rated at least "AA" by S~andard & Poor's and "Aa" by Moody's at the time that the C~ty enters into the Interest Rate Swap. If such Counterparty' 5 or, if its obligations are guaranteed, then in lieu of the Counterparty, the guarantor's senior unsecured debt is at any time thereafter not rated IIM_" or better by Standard & Poor's and "Aa)" or better by Moody's, for purposes of computing "Principal and Interest Requirements", the interest rate with respect to the principal amount of the related Bonds equal to the "notional amount'l specified in the ~nterest Rate Swap shall be assumed to be the higher of the lnterest rate on the Bonds and the rate upon which the City's payments under the Interest Rate Swap are calculated. The Interest Rate Swap must provide that if the Counterparty' s, or if its obligations are guaranteed, then in lieu of the Counterparty, the guarantor's senior unsecured debt is at any time thereafter not rated "A-" or better by Standard & Poor's and "A3" or better by Moody's, the City shall have the right to terminate the Interest Rate Swap and the City hereby covenants to exercise such right upon the Occurrence of such event. Any termination payments due the Counterparty must be payable on a basis subordinate to payments due on the Bonds. (c) If Policy Costs (as defined in the Insurance Agreement) are due and owing at any time of delivery of the certificate described in Section 209 (c) hereof, such certifi- cate must, in addition to the requirements under said Section 209 (c), demonstrate sufficient coverage to provide for the - 93 - (k) In the event the maturity of the Series 1996A Bonds is accelerated, the Series 1996A Bond Insurer may elect, in its sole discretion, to pay accelerated principal and interest accrued or accreted, as applicable, on such principal to the date of acceleration lto the extent unpaid by the City) and the Bond Registrar shall be required to accept such amounts. Upon payment of such accelerated principal and interest accrued to the acceleration date as provided above, the Series 1996A Bond Insurer's obligat1ons under the Series 1996A Bond Insurance Policy shall be fully discharged. (1) The Series 1996^ Bond Insurer shall be deemed to be the sole holder of the Series 1996A Bonds for the purpose of exercising any voting right or privilege or giving any consent or direction or taking any other action that the holders of the Series 1996A Bonds are entitled to take pursuant to Articles VIII or X hereof. No provision of this Resolution expressly recognizing or granting rights in or to the Series 1996A Bond Insurer shall be modified without the consent of the Series 1996A Bond Insurer. (m) Any amendment or supplement to this Resolution which does not require the consent of Bondholders may only become effective upon obtaining the prior written consent of the Series 1996A Bond Insurer; provided, however, that the consent of the Series 1996A Bond Insurer shall not be required with respect to any supplement to this Resolution adopted by the City to provide for the issuance of Bonds or System Debt in accordance with the provisions of this Resolution. (n) Copies of any modification or amendment to this Resolution shall be sent to Standard & Poor's and Moody's at least 15 days prior to the effective date thereof. (0) In determining whether a payment default has occurred, no effect shall be given to payments made under the Series 1996A Bond Insurance Policy. (p) The Series 1996A Bond Insurer shall, to the extent it makes any payment of principal of or interest on the Series 1996A Bonds, become subrogated to the rights of the recipients of such payments in accordance with the terms of the Series 1996A Bond Insurance Pol icy. (q) The Series 1996A Bond Insurer shall have the right to advance any payment required to be made by the City in order to prevent an Event of Default under this Resolution and the Bond Registrar shall be required to accept such advance. The Ci ty shall be required to reimburse the Series 1996A Bond Insurer for any such advance. (r) The rights granted to the Series 1996A Bond Insurer under this Resolution to request, consent to or direct any action are rights granted to the Series 1996A Bond Insurer in consideration of its issuance of the Series 1996A Bond Insur- - 95 ance POlicy. Any exercise by the Series 1996A Sond Insurer of such rights is merely an ~xercise of the Series 1996A Bond Insurer's contractual rights and shall not be construed or deemed to be taken for t.he benefit or on behalf of the Bondholders nor does such action eVldence any Position of the Series 1996A Bond Insurer, Positive or negative, as to whether Sondholder conSent is required ln addition to conSent of the Series 1996A Bond Insurer. Is) In the eVent of an advance refunding of the Series 1996A Sonds, in addition to any provisions contained in Article XI hereof, Ii) the City shall caUse to be delivered, on the deposit date and upon any reinvestment of the defea_ sance amount, a report of an independent firm of nationally recognized Certified public accountants or such other accoun- tant a~ shall be acceptable to the Series 1996A Bond Insurer (the "Accountant") verifying the sufficiency of the escrow established to pay the S~ri~s 1996^ Bonds in full on the maturity dat~ or redemption date, as applicable, Ithe "Verifi_ cation"), Iii) the escrow deposit agreement (which shall be acceptable in form and substance to the Series 1996A Bond Insurer) shall provide that no IAI substitution of a Govern- ment Obligation shall be permitted eXCept with another Government Obligation and upon delivery of a new Verification and (B) reinVestment of a Government Obligation shall be permitted eXCept as contemplated by the original Verification or upon delivery of a new Verification, and liiil there shall be delivered an opinlOn of Sond Counsel to the effect that the Series 1996A Sonds are no longer OUtstanding under this Resolution; each Verification and defeasance opinion shall be acceptable in form and substance, and addressed, to the City and the Series 1996A Bond Insurer, Series 1996A Bonds shall be deemed Outstanding under this Resolution unless and until they are in fact paid and retired or the above criteria is met. In the eVent a forward purchase agreement will be employed in the refunding, such agreement shall be subject to the approval of the Series 1996^ Bond Insurer and shall be accompanied by such opinions of counsel as may be required by the Series 1996A Bond Insurer. The Series 1996A Sond Insurer shall be' provided with final drafts of the above-referenced documentation not less than flVe business days prior to the funding of the escrow. It) Amounts paid by the Series 1996A Bond Insurer under the Series 1996A Bond Insurance Policy shall not be deemed paid for purposes of this Resolution and shall remain Out- standing and continue to be due and owing until paid by the City in accordance with this Resolution. This Resolution shall not be discharged unless all amounts due or to become due to the Series 1996A Bond Insurer have been paid in full. (u) The notice address of the Series 1996A Bond Insurer is Financial Security Assurance Inc., 350 Park Avenue, New York, New York 10022-6022, Attention, Managing Director Surveillance -- Re, Policy No. , Telephone, - 96 - (viii) A full original transcript of all proceed- ings relating to the execution of any amendment or supplement to this ReSOlution; (ix) All reports, notices and correspondence required to be delivered under the tenns of this Resolution; and (xl Such additional information as the Series 1996A Bond Insurer from time to time may reaSonably request. Iw) The interest that the City must pay on dpfaul ted interest or principal shall not accrUe to any Bondholder' except the Series 1996A Bond Insurer So long as the Series 1996A Bond Insurer is not in default in its payment obliga_ tions under the Series 1996A Bond InSurance Policy. (x) Investments (except investment agreements) under the Funds and Accounts established in this Resolution shall be valued at the market valUe thereof, exclusive of accrued interest, Iii as frequently as deemed necessary by the Series 1996A Bond Insurer, but not less often than annually nor more Often than monthly, and iii) upon any draw upon the Reserve Account. Deficiencies in the amount on deposit in any FUnd or Account resulting from a deCline in market value shall be restored within one year of the valuation date. iy) No resignation or removal of the Bond Registrar with respect to the Series 1996A Bonds shall become effective until a successor has been appointed and has aCCepted the duties of Sand Registrar. The Series 1996A Bond Insurer is hereby granted the right to remove the Bond Registrar with respect to the Series 1996A Bonds. 1.1 Notwithstanding anything to the contrary contained in this Resolution, at least five 15) Business Days las defined in the Series 1996A Bond Insurance POlicy) immediately preceding each payment date on the Bonds, the City shall transfer from the applicable Accounts land Subaccounts therein) to the Bond Registrar, the amounts available thereun_ der for the payments due on the Bonds on each Such payment date. laal Claims upon the Series 1996A Bond Insurance Policy and Payments by and to the Series 1996A Bond Insurer. (i) If, on the third Business Day prior to the related scheduled interest payment date or principal payment date or the date to which Series 1996A Bond maturity has been accelerated la "Payment Date"1 there is not on deposit with the Bond Registrar, after maklng all transfers and deposits required under this Resolu- tion, moneys sufficient to pay the principal of and interest on the Series 1996A Bonds due on such Payment - 98 - C-26 ~"""""".'--_..._. (212) 826-0100; Telecopier, 12121 339-3'518. In each case which notice or other communication refers to an Event ( Default or with respect to which failure on the part of ti Series 1996A Bond Insurer to respond shall be deemed t constitute consent or aCCeptance, then a copy of such notic or other communication shall also be sent to the attention 0 General counsel and shall be marked to indicate "URGEN MATERIAL ENCLOSED." (v) The Series 1996A Bond Insurer shall be prOVide, with the follOWing information by the Ci ty or the Bon< Registrar, as applicable: (i) Financial Statements within 120 days after the end of the Fiscal Year and the City's annual budget within JO days after the approval thereof; (ii) Upon delivery of the Financial Statements, a certificate of the Finance Director stating that, to the best of Such individual's knOWledge follOwing reasonable inquiry, no EVent of Default (or any event which, once all notiCe or grace periods have passed, Would consti- tute an Event of Default) has oCcurred, or if an Event of Default has oCCurred, specifYing the nature thereof and, if the City has a right to cure pursuant to Article VIII hereof, stating in reasonable detail the steps, if any, being taken by the City to Cure Such Event of Default; (iii) Official statement, if any, prepared In connection with the issuance of additional debt of the City, whether or not it is on a parity with the Series 1996A Bonds, within 30 days after the bond sale; (iv) Notice of any draw upon, or deficiency due to market fluctuation in the amOunt on deposit in, the Reserve Account with two business days after knowledge thereof other than (A) withdrawals of amounts in eXcess of the Reserve Account Requirement and (a) withdrawals in connection with a refunding of Bonds; (v) Notice of any failure of the City to make any required deposit into the Debt Service Account within two bUSiness days of knOwledge thereof; notice of any other Event of Default known to the Bond Registrar with five bUSiness days after knowledge thereof; (vi) Prior notice of the advance refunding or redemption of any of the Series 1996A Bonds, including the principal amount, maturities and CUSIP numbers thereof; (vii) Notice of the resignation or removal of the Bond Registrar and the appointment of, and acceptance of duties by, any successor thereto; - 97 - Date, the Bond Registrar shall give notice to the Series 1996A Bond Insurer and to its designated agent I if any) Ithe "Insurer's Fiscal Agent") by telephone or telecopy of the amount of Such deficiency by 12 ,00 noon, New York City time, on SUch Susiness Day. If, on the second BUSiness Day prior to the related Payment Date, there continues to be a deficiency in the amount available to pay the principal of and interest on the Bonds due on such Payment Date, the Bond Registrar shall make a claim under the Series 1996A Bond Insurance Policy and glve notice to the Series 1996A Bond Insurer and the In- sUrer's Fiscal Agent (i f any) by telephone of the amount of such deficiency, and the allocation of Such deficien_ cy between the amount required to pay interest on the Se!>es 1996A Bonds and the amount required to pay principal of the Series 1996A Bonds, confirmed in writing to the Series 1996A Bond Insurer and the Insurer's Fiscal Agent by 12,00 noon, New York City time, on such second Business Day. (ii) The Bond Registrar shall establish a separate special purpose trust account for the benefit of Holders of the Series 1996A Bonds referred to herein as the "Policy Payments Account" and OVer which the Bond Registrar shall have exclusive Control and sole right of withdrawal. The Bond Registrar shall receive any amount paid under the Series 1996A Bond Insurance Policy in trust on behalf of Holders of the Series 1996A Bonds and shall deposit any such amOunt in the Policy Payments Account and distribute such amount only for purposes of making the payments for which a claim was made. Such amounts shall be disbursed by the Bond Registrar to Holders of the Series 1996A Bonds in the same manner as principal and interest payments are to be made with respect to the Series 1996A Bonds under the sections hereof regarding payment of Series 1996A Bonds. It shall not be necessary for Such payments to b@ made by checks or wire transfers separate from thl"! check or wire transfer used to pay debt service with other funds available to mtike such payments. However, the amount of any payment of principal of or interest on the Series 1996A Bonds to be paid from the Policy Payments Account shall be noted as prOVided in (iv) below. Funds held in the Policy Payments Account shall not be invested by the Bond Registrar and may not be applied to satisfy any costs, expenses or liabilities of the Bond Registrar. In the event the Series 1996A Bonds are subject to mandatory sinking fund redemption, upon receipt of the moneys due, affected Bondholders shall surrender their Series 1996A Bonds to the Bond Registrar who shall authenticate and deliver to Such Bondholder a new Series 1996A Bond or Series 1996A Bonds in an aggregate principal amount equal to the unredeemed portion of the Series 1996A Bond surrendered, and upon maturity or - 99 - - - otner advancement of maturity and receipt of the moneys due, Bondholders shall surrender their Bonds for canc~llation. The Bond Registrar shall designate any port2on of payment of prlncipal on Series 1996A Bonds paid by the Series 1996A Bond Insurer, whether by virtue of mandatory sinking fund redemption. maturity or other advancement of maturity, on its books as a reduction in the principal amount of Series 1996A Bonds registered to the then current Bondholder, whether DTC or its nominee or otherwise, and shall issue a replacement Series 19961\ Bond to the S8ries 1996A Bond Insurer. registered in the name of Financial Security Assurance Inc., in a princi- pal amount equal to the amount of principal so paid (without regard to authorized denominations); provided that the Bond Registrar's failure to so designate any payment or issue any replacement Series 1996A Bond shall have no effect on the amount of principal or interest payable by the City on any Series 1996A Bond or the subrogation rights of the Series 1996A Bond Insurer. (iii) Any funds remaining in the Policy Payments Account following a Payment Date shall promptly be remitted to the Series 1996A Bond Insurer except for funds held for the payment of Series 1996A Bonds pursuant to Section 5.13 hereof. (iv) The Bond Registrar shall keep a complete and accurate record of all funds deposited by the Series 1996A Bond Insurer into the Policy Payments Account and the allocation of such funds to payment of interest on and principal paid in respect of any Series 1996A Bond. The Series 1996A Bond Insurer shall have the right to inspect such records at reasonable times upon one Business Day's prior notice to the Bond Registrar. (v) Subject to and conditioned upon payment of any interest or principal with respect to the Series 1996A Bonds by or on behalf of the Series 1996A Bond Insurer, each Bondholder, by its purchase of Series 1996A Bonds, hereby assigns to the Series 1996A Bond Insurer, but only to the extent of all payments made by the Series 1996A Bond Insurer, all rights to the payment of interest or principal on the Series 1996A. Bonds, including, without limitation, any amounts due to the Bondholders in respect of securities la..... violations arising from the offer and sale of the Series 1996A. Bonds, which are then due for payment. The Series 1996A Bond Insurer may exercise any option, vote, right, po.....er or the like with respect to Series 1996A Bonds to the extent it has made a principal payment pursuant to the Series 1996A Bond Insurance Policy. The foregoing assignment is in addition to, and not in limitation of, rights of subrogation otherwise available to the Series 1996A Bond Insurer in respect of such payments. ThE! Bond Registrar shall take such action and deliver such - 100 - the failure of the Series 1996A Bond Insurer to honor its obligations under the Series 1996A Bond Insurance Policy; costs and expenses shall include a reasonable allocation of compensation and overhead attributable to time of employees of the Series 1996A Bond Insurer spent solely in connection with the actions described above. The Series 1996A Bond Insurer reserves the right to charge a reasonable fee as a condition to executing any amendment, waiver or consent proposed in respect of this Resolution. (viii) The City shall pay, but solely from the sources pledged und'!'!r this Resolution to the payment of the Series 1996A Bonds, to the Series 1996A Bond Insurer interest on any and all amounts as are paid under the Series 1996A Bond Insurance Policy and as are other.....ise due to the Series 1996A Bond Insurer from the date paid by the Series 1996A Bond Insurer until payment thereof in full at the Late Payment Rate. "Late Payment Rate" means the lesser of (A) the greater of (i l the per annum rate of interest, publicly announced from time to time by Chemical Bank at its principal office in the City of New York, as its prime or base lending rate ("Prime Rate") (any change in such Prime Rate to be effective on the date such change is announced by Chemical Bank) plus 3\, and (ii) the then applicable highest rate of interest on the Series 1996A Bonds and fB) the maximum rate permissible under applicable usury or similar laws limiting interest rates. The Late Payment Rate shall be computed on the basis of the actual number of days elapsed over a year of 360 days. In the event Chemical Bank ceases to announce its Prime Rate publicly, Prime Rate shall be the publicly announced prime or base lendino rate of such national bank as the Series 1996A Bond Insurer shall specify. (ix) The Series 1996A Bond Insurer shall be entitled to pay principal or interest on the Series 1996A Bonds that shall become Due for Payment but shall be unpaid by reason of Nonpayment by the Issuer (as such terms are defined in the Series 1996A Bond Insurance Policy) and any amounts due on the Series 1996A Bonds as a result of acceleration of the maturity thereof in accordance with this Resolution, whether or not the Series 1996A Bond Insurer has received a Notice (C\S defined in the Series 1996A Bond Insurance Policy) of Nonpayment or a claim upon the Series 1996A Bond Insur- anc~ Policy. [END OF ARTICLE XIl ] 102 - C-27 instruments as may he reasonably requested or required by the Series 1996A Bond Insurer to effectuate the purpose or provisions of this clause (v). (vi) The Bond Registrar shall promptly notify the Series 1996A Bond Insurer of either of the following as to which it has actual knowledge: (A) the commencement of any proceeding by or against the City commenced under the United States Bankruptcy Code or any other applica- ble bankruptcy. insolvency, receivership, rehabil itation or similar law {an "Insolvency Proceeding"} and (B) the making of any claim in connection with any Insolvency Proceeding seeking the avoidance as a preferential transfer (a "Preference Claim") of any payment of principal of, or interest on, the Series 1996A Bonds. Each Bondholder, by its purchase of Series 1996A Bonds, and the Bond Registrar with respect to the Series 1996A Bonds hereby agrees that the Series 1996A Bond Insurer may at any time during the continuation of an Insol veney Proceeding exercise any right to direct matters relating to such Insolvency Proceeding which such Bondholder and Bond Registrar may have under law, including, without limitation, (A) all matters relating to any Preference Claim, (B) the direction of any appeal of any order relating to any Preference Claim and (Cl the posting of any surety, supersedeas or performance bond pending any such appeal. In addition, and without limitation of the foregoing, the Series 1996A Bond Insurer shall be subrogated to the rights of the Bond Registrar and each Bondholder in any Insolvency Proceed- ing to the extent it is subrogated pursuant to the Series 1996A Bond Insurance Policy, including, .....ithout limitation, any rights of any party to an adversary proceeding action with respect to any court order issued in connecti0n with any such Insolvency Proceeding. {vii> The City hereby agrees to payor reimburse, but solely from the sources pledged under this Resolu- tion to the payment of the Series 1996A Bonds, the Series 1996A Bond Insurer any and all charges, fees, costs and expenses which the Series 1996A Bond Insurer may reasonably payor incur in connection .....ith (A) any accounts established to facilitate payments under the Bond Insurance Policy, (B) the administration, enforce- ment. defense or preservation of any rights or security in respect of this Resolution, (C) the pursuit of any remedies under this Resolution or otherwise afforded by law or equity. (D) any amendment, waiver or other action with respect to, or related to, whether or not executed or completed, (E) the violation by the City of any law, rule or regulation, or any jUdgment, order or decree applicable to it or (F) any litigation or other dispute in connection with this Resolution or the transactions contemplated hereby, other than amounts resulting from - 101 - ARTICLE XIII MISCELLANEOUS PROVISIONS Section 1301. Effect of Covenants. All covenants, stipula- tions, obligations and agreements of the City contained in this Resolution shall be deemed to be covenants, stipulations, obliga- tions and agreements of the City and of the Commission and of each department and agency of the City to the full extent authorized or permi t ted by law, and all such covenants, st ipulations, obI igat ions and agreements shall bind or inure to the benefit of the successor or successors thereof from time to time and any officer, board, body or commission to whom or to which any power or duty affecting such covenants, stipulations, obligations and agreements shall be transferred by or in accordance with la...... Except as otherwise provided in this Resolution, all rights, powers and privileges conferred and duties and liabilities imposed upon the City or upon the Commission by the provisions of this Resolution shall be exercised or performed by the Commission, or by such other officers, board, body or commission as may be required by law to exercise such po.....ers or to perform such duties. No covenant, stipulation, obligation or agreement herein contained shall be deemed to be a covenant, stipulation, obligation or agreement of any member, agent or employee of the Commission in his individual capacity, and neither the members of the Commission nor any official executing the Bonds shall be liable personally on the Bonds or be subject to any personal liability or accountability by reason of the issuance thereof. Section 1302. Manner of Givino Notice. Any notice, demand, direction, request or other instrument authorized or required by this Resolution to be given to or filed with the City shall be deemed to have been sufficiently given or filed for all purposes of this Resolution if and when sent by resistered mail, return receipt requested, to the City at City of Miami Beach 1700 Convention Center Drive Miami Beach, Florida 33139 Attention: Finance Director and City Attorney All documents received by the City and the Commission under the provisions of this Resolution shall be retained in their possession, subject at all reasonable t.imes to the inspection of the City, any Bondholder, and the agents and representat ives thereof. - 103 Section 1303. SUccessorshio of Bond Reaistra~. Any bank or trust company with or into which the Bond Registrar may be merged or consolidated, or to which the assets and business of such Bond Registrar may be sold, shall be deemed the successor of such Bond Registrar for the purposes of this Resolution. If the Position of the Bond Registrar shall become vacant for any reason, the Commission shall, within thirty (30) days thereafter, appoint a bank or trust company located in the same city, as the Bond Registrar to fill such vacancy. The City shall have the right at any time to remoVe the Bond Registrar and to appoint a successor Bond Registrar; provided, however, that no such removal and appointment shall cause a delay in the payment of principal of, redemption premium, if any, or interest on any Bond Outstanding under this Resolution. Section 1304. .s.uccessorshio of City Officers. In the event that the offices of Mayor, Finance Director, City Manager, Parking Director, City Clerk or City Attorney shall be abolished or any two or more of such offices shall be merged or consolidated, or in the eVent of a vacancy in any such office by reason of death, r~sig- nation, removal from office or otherwise, or in the event any Such officer shall become incapable of performing thl! duties of his office by reason of sickness, absence from the City or otherwise, all powers conferred and all obligations and duties imposed upon such officer shall be performed by the officer succeeding to the prinCipal functions thereof or by the officer Upon whom such powers, obligations and duties shall be imposed by law. Section 1305. Substitute PUblication. If, becausl! of the temporary or permanent suspension of publication of any Daily Newspaper or financial journal or for any other reason, the Finance Director or the City shall be unable to publish in a Daily Newspaper or financial journal any notice required to be published by any provision of this Resolution, the City shall give such notice in such other manner as in its jUdgment shall most effect- ively approximate such PUblication, and the g~~ing of such notice in such manner for all purposes of this Resolution shall be deemed to be in compliance with the requirement for the PUblication thereof. Section 1306. Inconsistent Resolutions. All resolutions and parts thereof which are inconsistent with any of the prOvisions of this Resolution are hereby declared to be inapplicable to the provisions of this Resolution; provided, however, that until Such time as "provision for payment" with respect to the Prior Bonds has been made in accordance with Section 22 of the Prior Bonds ReSOlution, the provisions of the Prior Bonds Resolution shall remain in full force and effect. Section 1307. Further Act~. The officers and agents of this City are hereby authorized and directed to do all the acts and things required of them by the Bonds and this Resolution, for the full, punctual and complete performance of all of the terms, - 104 - EXHIBIT A INITI~ SBPARATE p~ING FACILITI~~ The Separate Parking Facilities initially consist of: (l) A new parking facility being built at 7th Street and Collins Avenue. (2) An existing parking facility and any new parking facility to be built at or near 16th Street between Collins Avenue and Washington Avenue. A-I C-28 covenants, provisions and agreements contained in the Bonds and this Resolution. Section 130B. Headinas Not Part of ResolutiQD, Any headings preced,ng the texts of the several Articles and Sections hereof and any table of contents, marginal notes or footnotes appended to copies hereof shall be solely for convenience of reference, and shall not constitute a part of this ReSOlution, nor shall they effect its meaning, construction or effect. Section 1309. .8eneficiaries under ResolutiQD. Except as herein otherwise expreSSly provided, nothing in this Resolution expressed or implied, is intended or shall be construed to Confe; Upon any person, firm or corporation, other than the City, the Bond Registrar, the Holders of the Bonds issued under and secured by this ReSOlution, and the providers of any Credit Facility, Liquidity Facility, Reserve Account Insurance Policy and Reserve Account Letter of Credit, inclUding the Series 1996A Bond Insurer, any right, remedy or claim, legal or equitable, under or by reason of the Resolution or any provisions hereof. this Resolution and all its provisions being intended to be and being for the sole and exclusive benefit of the City, the Bond Registrar, the Holders from time to time of the Bonds issued hereunder and the providers of any Credit Facility, Liquidity Facility, Reserve Account Insurance Policy and Reserve Account letter of Credit, including the Series 1996A Bond Insurer. Section 1310. Effect of Partial Invalidity. In case anyone or more of the provisions of this Resolution or of any Bonds or coupons issued hereunder shall for any reason be held to be illegal or invalid. Such illegality or invalidity shall not affect any other provision of this Resolution or of the Bonds or coupons but this Resolution and the Bonds and coupons shall be construed and enforced as if such illegal or invalid provision had not been contained therein. The Bonds are iSsued and this Resolution is adopted with the intent that the laws of the State of Florida shall govern their construction. Section 1311. Resolution Effective. This Resolution shall take effect immediately upon its adoption. PASSED AND ADOPTED this 20th day of February, 1996. (SEAL] Attest: Mayor City Clerk - 105 - APPENDIX D Continuing Disclosure Commitment A ..... [THIS PAGE INTENTIONALLY LEFT BLANK] I 1 , ~ CONTINUING DISCLOSURE COMMITMENT TIllS CONTINUING DISCLOSURE COMMITMENT dated , 1996, is made by the CITY OF MIAMI BEACH, FLORIDA, a political subdivision duly organized and existing under the Constitution and laws of the State of Florida (the "City"), for the benefit of the holders and beneficial owners from time to time of the City's $ Parking Revenue Refunding Bonds, Series 1996A dated as of , 1996 (the "Bonds"), under the circumstances summarized in the following recitals (with each capitalized term used but not defmed in this Commitment having the meaning assigned to it in Resolution No. adopted by the City on February 20, 1996, authorizing issuance of the Bonds (the "Bond - Resolution")): A. The City has determined to issue the Bonds pursuant to the Bond Resolution and the Underwriters described in the Bond Resolution (collectively, the "Original Purchaser") have agreed to 'purchase the Bonds. B. The City understands that the Original Purchaser will sell and deliver Bonds to other holders and beneficial owners and that the Bonds will be transferred from time to time from holders and beneficial owners to other holders and beneficial owners who may rely upon the continuing disclosure agreement made by the City in the Bond Resolution and this Commitment. C. As a condition to the purchase of the Bonds from the City and the sale of Bonds to holders and beneficial owners, the OriginaJ Purchaser is required to reasonably determine that the City has made an agreement for the benefit of holders and beneficial owners of the Bonds in accordance with paragraph (b)(5)(i) of Rule 15c2-12 (the "Rule") promulgated by the Securities and Exchange Commission (the "SEC") pursuant to the Securities Exchange Act of 1934. D. The City made an agreement in the Bond Resolution, certain terms of which were to be further described and specified in a Continuing Disclosure Commitment, to provide or cause to be provided such fmancial infonnation and operating data, fmancial statements and notices, in such manner, as may be required for purposes of paragraph (b)(5)(i) of the Rule. NOW, TIlEREFORE, in consideration of the purchase of the Bonds from the City by the Original Purchaser and the contemplated sale of the Bonds to, and transfer of Bonds between, holders and beneficial owners from time to time, the City hereby sets forth, pursuant to Section 208 of the Bond Resolution, certain tenns of its continuing disclosure agreement made for purposes of the Rule and fonned, collectively, by Section 208 and this Commitment (the "Agreement"), for the benefit of the holders and beneficial owners from time to time of the Bonds, as follows: Section 1. Provision of Annual Information: Audited Financial Statements: and Notices of Events. The City shall provide or cause to be provided: (a) to each nationally recognized municipal securities information repository designated from time to time by the SEC ("NRMSIR") and to any state information depository with which filings are required to be made by the City in accordance with the Rule ("SID"), (i) annual fmanciaI information and operating data of the type described in Section 2 ("Annual Information") for each Fiscal Year ending on or after January 1, 1996, not later than the 240th day following the end of each Fiscal Year, and (ii) when and if available, audited financial statements of the City with respect to the Parking System for each such Fiscal Year which may be a part of the City's consolidated audited financial report (the "Financial Statements"); and (b) to each NRMSIR or to the Municipal Securities Rulemaking Board established by the SEC ("MSRB"), and to the SID, in a timely manner, notice of (i) any Specified Event described in Section 2 if that Event is material, (ii) the City's failure to provide the Annual Infonnation on or prior to the date specified above, and (iii) any change in the accounting principles applied in the preparation of the Financial Statements, any change in its Fiscal Year, and of the Agreement's tennination. The City expects that the Financial Statements will be prepared, any such statements will be available together with the Annual Infonnation, and the accounting principles to be applied in the preparation of the Financial Statements will be generally accepted accounting principles as recommended from time to time by the Governmental Accounting Standards Board. Section 2. Annual Infonnation and Specified Events. (a) Annual Infonnation to be provided by the City shall consist of financial infonnation and operating data for each Fiscal Year concerning the Parking System and contained in the Official Statement with respect to the Bonds as follows: number of parking spaces, parking rates, Revenues, Current Expenses, Net Revenues, Principal and Interest Requirements and the debt service coverage ratio as well as incurrence of additional Parking System debt, expansion of the Parking System and changes in the management of the Parking System and insurance coverages with respect thereto. (b) Specified Events shall include the occurrence of the following events, within the meaning of the Rule, with respect to the Bonds: principal and interest payment delinquencies; non-payment related defaults; unscheduled draws on the Reserve Account established under the Bond Resolution reflecting financial difficulties; unscheduled draws on credit enhancements reflecting fmancial difficulties; substitution of credit or liquidity providers, or their failure to perfonn; adverse tax opinions or events affecting the tax-exempt status of the Bonds; modifications to rights of beneficial owners; Bond calls; defeasances; release, substitution, or sale of property securing repayment of the Bonds; and rating changes. Section 3. Amendments. The City reserves the right to amend the Agreement, and noncompliance with any provision of the Agreement may be waived, as may be necessary or appropriate to achieve its compliance with any applicable federal securities law or mle, to cure any ambiguity, inconsistency or fonnal defect or omission, and to address any change in circumstances arising from a change in legal requirements, change in law, or change in the identity, nature, or status of the City, or type of business conducted by the City. Any such amendment or waiver shall not be effective unless the Agreement (as amended or taking into account such waiver) would have complied with the requirements of the Rule at the time of the primary offering of the Bonds, after taking into account any applicable amendments to or official interpretations of the Rule, as well as any change in circumstances, and until the City shall have received either (a) a written opinion of bond or other qualified independent special counsel selected by the City that the amendment or waiver would not materially impair the interests of holders or beneficial owners, or (b) the written consent to the amendment or waiver of the holders of at least a majority of the principal amount of the Bonds then outstanding. Annual Infonnation containing any revised operating data or financial infonnation shall explain, in narrative fonn, the reasons for any such amendment or waiver and the impact of the change on the type of operating data or financial infonnation being provided. Section 4. Remedy for Breach. The Agreement shall be solely for the benefit of the holders and beneficial owners from time to time of the Bonds. The exclusive remedy for any breach of the Agreement by the City shall be limited, to the extent pennitted by law, to a right - 2 - of holders and beneficial owners to institute and maintain, or to cause to be instituted and maintained, such proceedings as may be authorized at law or in equity to obtain the specific performance by the City of its obligations under the Agreement. Any holder or beneficial owner may exercise individually any such right to require the City to specifically perform its obligation to provide or cause to be provided a pertinent fIling if such a filing is due and has not been made. Holders and beneficial owners shall not be entitled to institute or maintain any such proceedings individually that assert a breach of the Agreement that is based on the alleged inadequacy of any pertinent filing that has been made. Notwithstanding any other provisions of the Bond Resolution or the Agreement, any failure by the City to comply with any provisions of the Agreement shall not constitute an "Event of Default" under the Bond Resolution. Section 5. Sources of Payments: Extent of Covenants: No Personal Liability. The City shall be required to use only Revenues (as defined in the Bond Resolution) to pay any costs and expenses to be incurred in the perfonnance of this Agreement by it, and the perfonnance of its obligations hereunder shall be subject to the availability of Revenues for that purpose; provided, that any such costs and expenses shall constitute "Current Expenses" under the Bond Resolution. This Agreement does not and shall not constitute a general obligation of the City. All covenants, stipulations, obligations and agreements of the City contained in this Agreement are and shall be deemed to be covenants, stipulations, obligations and agreements of the City to the full extent authorized by law. No covenant, stipulation, obligation or agreement of the City contained in this Agreement shall be deemed to be a covenant, stipulation, obligation or agreement of any present or future officer, agent or employee of the City in other than that person's official capacity. Section 6. Tennination. The obligations of the City under the Agreement shall remain in effect only for such period that the Bonds are outstanding in accordance with their terms and the City remains an obligated person with respect to the Bonds within the meaning of the Rule. The obligation of the City to provide the Annual Infonnation and notices of the events described above shall terminate, if and when the City no longer remains such an obligated person. IN WITNESS WHEREOF, the City has caused this Commitment to be duly signed and delivered to the Original Purchaser, as part of the Bond proceedings and in connection with the original delivery of the Bonds to the Original Purchaser, on its behalf by its Finance Director, all as of the date set forth above, and the holders and beneficial owners from time to time of the Bonds, shall be deemed to have accepted the Agreement, as contained in subsection 208 of the Bond Resolution and further described and specified herein, in accordance with the Rule. CITY OF MIAMI BEACH, FLORIDA By Finance Director - 3 - [THIS PAGE INTENTIONALLY LEFT BLANK] APPENDIX E Specimen Copy of Municipal Bond Insurance Policy l - [THIS PAGE INTENTIONALLY LEFT BLANK] ~._ h."~ :t ~ ,. ~.......... ... ~ "j \ -=-- \ _ ~__,. ~._u__ ~ ,..-~..' ... , [THIS PAGE INTENTIONALLY LEFT BLANK) APPENDIX F Form of Approving Opinion of Bond Counsel i, I I j 1 \ rnUS PAGE uITENTlONALLY LEFT BLANK] am -~"-""-'-'~'-'---"'~ ." ,., .. .A. FORM OF APPROVING OPINION OF BOND COUNSEL , 1996 The City Commission of the City of Miami Beach, Florida Miami Beach, Florida Ladies and Gentlemen: We have examined the Constitution and laws of the State of Florida, particularly the Municipal Horne Rule Powers Act (Chapter 166, Florida Statutes, as amended), the Charter and Code of the City of Miami Beach, Florida (the "City"), Resolution No. 96- adopted by the City Commission (the "Commission") of the City on February 20, 1996 (the "Resolution"), and other proofs submitted, relative to the issuance and sale of $ City of Miami Beach, Florida Parking Revenue Refunding Bonds, Series 1996A issued on the date hereof (the "Bonds") and maturing in such amounts and at such times and bearing interest, all as described in a Certificate of the Mayor dated , 1996 delivered in connection with the issuance of the Bonds. The Bonds are being issued to refund in advance of their maturities the City's outstanding Parking Revenue Bonds, Series 1988. As to questions of fact material to our opinion, we have relied upon such certified proceedings and other certifications of public officials furnished to us without undertaking to ve.rify the same by independent investigation. All terms used herein in capitalized form and not defined shall have the meanings assigned to such terms in the Resolution. We have also examined one of said Bonds as executed and authenticated. We assume that all other Bonds have been similarly executed and authenticated. ,-==----_. The city Commission of the city of Miami Beach, Florida , 1996 page 2 - 1. The Resolution haS been duly adopted by the cororoission and constitutes a legal, valid and binding obligation of the City. Based 00 the foregoing, we are of the opinion that' 2. The Bonds have been duly authorized, executed and delivered under the provisions of the Resolution. 3. The Bonds are legal, valid and binding special limited obligations of the City payable solely from the Net Revenues and certain funds and accountS established under the Resolution (collectively, the "pledged Revenues"), which Pledged Revenues have been pledged to the payment thereof in the manner and to the extent partiCularlY specified in the Resolution. The Bonds do not constitute a debt of the City or a pledge of the faith and credit of the City but are payable solely from the Pledged Revenues, do not directly or indirectly or contingently obligate the City to leVY or to pledge any form of taxation whatever therefor and do not constitute a charge, lien or encumbrance, legal or otherwise, upon any property of the city. 4. The interest on the Bonds is exCluded from groSS income for federal income taX purposes under section 103 (a) of the Internal Revenue Code of 19B6, as amended (the "code"), and the interest on the Bonds is not treated as an item of taX prefereoce under section 57 of the code for purposes of the alternative minimum taX imposed on individualS and corporations. The Bonds and the income thereon are exempt from taxation under the laWS of the State of Florida, except for estate taxeS imposed bY Chapter 19B, Florida Statutes, as amended, and net income and franchise taxes imposed by Chapter 220, Florida statutes, as amended, on interest, income or profitS on debt obligations owned by "corporations," "bankS" and "savingS associations," as such termS are defined in said Chapter 220. We expresS no opinion as to other tax consequences regarding the Bonds. under the Code, portions of the interest on the Bonds earned by certain corporations (as defined for federal income taX purposes) may be subject to a corporate alternative minimum taX and to an environmental tax imposed for certain taxable years and interest on the Bonds may be subject to a branch profitS taX imposed on certain foreign corporations doing businesS in the united States and to a taX imposed on excess net passive income of certain S corporations. In giving the foregoing opinion with respect to the treatment of interest on the Bonds and the statuS of the Bonds under the --: The City Commission of the City of Miami Beach, Florida , 1996 Page 3 federal tax laws, we have assumed and relied upon compliance with the covenants of the City and the accuracy, which we have not independently verified, of the representations and certifications of the City contained in the proceedings relating to the Bonds. -The accuracy of certain of those representations and certifications, and compliance by the City with certain of those covenants, may be necessary for the interest on the Bonds to be and to remain excluded from gross income for federal income tax purposes. Failure to comply with certain requirements with respect to the Bonds subsequent to issuance could cause the interest on the Bonds to be included in gross income for federal income tax purposes retroactively to their date of issuance. It is to be understood that the rights of the holders of the Bonds and the enforceability thereof and of the Resolution may be subject to bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights heretofore or hereinafter enacted and that their enforcement may be subject to the exercise of judicial discretion in accordance with general principles of equity. Respectfully submitted,