RESOLUTION 89-19786 RESOLUTION NO. 89-i9786
A RESOLUTION AUTHORIZING THE ISSUANCE OF NOT
MORE THAN $8,000,000 IN AGGREGATE PRINCIPAL
AMOUNT OF CITY OF MIAMI BEACH, FLORIDA SUB-
ORDINATE SPECIAL OBLIGATION BONDS, SERIES
1989 TO FINANCE THE COMPLETION OF THE RENO-
VATION AND EXPANSION OF THE MIAMI BEACH
CONVENTION CENTER; PROVIDING FOR THE
ISSUANCE OF ADDITIONAL BONDS ON A PARITY
THEREWITH; PLEDGING THE PORTION OF THE CON-
VENTION DEVELOPMENT TAX LEVIED BY DADE
COUNTY AND DISTRIBUTED TO THE CITY PURSUANT
TO SECTION 212.0305, FLORIDA STATUTES, AND,
TO THE EXTENT PROVIDED HEREIN, THE PUBLIC
SERVICE TAX LEVIED BY THE CITY PURSUANT TO
SECTION 166 .231, FLORIDA STATUTES, ALL ON A
SUBORDINATE BASIS TO CERTAIN OBLIGATIONS
SECURED BY SUCH TAXES, AND CERTAIN OTHER
MONEYS PROVIDED HEREIN TO THE PAYMENT OF ALL
BONDS ISSUED PURSUANT TO THIS RESOLUTION;
PROVIDING FOR THE RIGHTS AND SECURITY OF ALL
BONDS ISSUED PURSUANT TO THIS RESOLUTION;
APPROVING BOND INSURANCE AND A RESERVE
ACCOUNT INSURANCE POLICY FOR THE SERIES 1989
BONDS; PROVIDING CERTAIN DETAILS OF THE
SERIES 1989 BONDS; DELEGATING CERTAIN
MATTERS IN CONNECTION WITH THE ISSUANCE OF
THE SERIES 1989 BONDS TO THE MAYOR;
APPOINTING A TRUSTEE, REGISTRAR AND PAYING
AGENT HEREUNDER; AUTHORIZING THE NEGOTIATED
SALE OF THE SERIES 1989 BONDS TO THE PUR-
CHASERS THEREOF; APPROVING THE FORM AND
EXECUTION OF THE BOND PURCHASE AGREEMENT FOR
THE SERIES 1989 BONDS; APPROVING THE FORM OF
PRELIMINARY OFFICIAL STATEMENT FOR THE
SERIES 1989 BONDS AND AUTHORIZING EXECUTION
OF THE OFFICIAL STATEMENT FOR THE SERIES
1989 BONDS; APPROVING THE ISSUANCE OF THE
SERIES 1989 BONDS FOLLOWING A PUBLIC HEARING
AS REQUIRED BY SECTION 147 ( f) OF THE
INTERNAL REVENUE CODE OF 1986, AS AMENDED;
AUTHORIZING OFFICIALS OF THE CITY TO TAKE
ALL NECESSARY ACTIONS IN CONNECTION WITH THE
ISSUANCE OF THE SERIES 1989 BONDS; AND PRO-
VIDING FOR AN EFFECTIVE DATE.
WHEREAS, Section 212 . 0305 , Florida Statutes , as amended
( formerly Section 212 . 057 ) ( the "Convention Development Tax
Act" ) , provides in effect that Dade County, Florida ( the
"County" ) may levy a three percent convention development tax on
the amount of any payment made by any person to rent , lease or
use for a period of six months or less any living quarters or
accommodations in a hotel , apartment hotel , motel , resort motel ,
apartment , apartment motel , rooming house, tourist or trailer
camp, mobile home park , recreational vehicle park , or condominium
and further provides that :
(a) two-thirds of such tax revenues and any interest
accrued thereon shall be used to extend, enlarge, and
improve the largest existing publicly owned convention cen-
ter in the County;
( b) the two-thirds portion may be used as colla-
teral , pledged or hypothecated for such project , including
bonds issued in connection therewith; and
(c) the governing body of the municipality in which
such project is located shall designate or appoint an autho-
rity that shall have the sole power to approve the concept ,
location, program and design of the facilities or improve-
ments to be built and to administer and disburse such
proceeds and pay other related source, of revenue; and
WHEREAS, the County, under the authority of Ordinance No.
83-91 , as amended, enacted by the Board of County Commissioners
( the "Board" ) and codified as Chapter 29 , Article VI , Sections
29-60 through 29-63 of the Dade County Code ( the "County Tax
Ordinance" ) , levies a three percent convention development tax
the ( "Convention Development Tax" ) and has agreed to cause the
Convention Development Tax to be collected and two-thirds
thereof , net of a 2% collection fee, ( the "Designated Revenues" )
to be distributed to the City of Miami Beach, Florida ( the
"City" ) as the municipality wherein the largest existing publicly
owned convention center , being the Miami Beach Convention Center
( the "Convention Center" ) , is located; and
WHEREAS, the City, under the authority of the Convention
Development Tax Act and the County Tax Ordinance, created the
Miami Beach Tourist and Convention Center Expansion Authority
( the "Authority" ) to, among other things , approve the concept ,
location, program and design of the facilities or improvements to
be built at the Convention Center and to administer and disburse
moneys in connection therewith; and
WHEREAS, pursuant to Section 166 . 231 , Florida Statutes , as
amended, and City Ordinance No. 87-2574 ( the "Public Service Tax
Ordinance" ) , the City levies a public service tax on the purchase
of certain utility services within the City ( the "Public Service
Tax" ) ; and
WHEREAS, at the request of the City and in accordance with
the provisions of a "Second Amended and Restated Interlocal
Agreement by and between Dade County, Florida and the City of
Miami Beach, for the Financing of Expansions and Improvements to
the Miami Beach Convention Center" dated as of October 12 , 1987
( the "Interlocal Agreement" ) and Ordinance No. 87-72 , enacted by
the Board on October 20 , 1987 , as supplemented ( the "Senior Bonds
Ordinance" ) , the County issued its $46 , 445 , 000 Special Obligation
and Refunding Bonds (Miami Beach Convention Center Project)
Series 1987A and $4 , 800 , 000 Special Obligation Bonds (Miami Beach
Convention Center Project ) Series 1987B (collectively, the
"Senior Bonds" ) to finance the expansion of and improvements to
the Convention Center ( the "Project" ) , which Senior Bonds are
secured by the Designated Revenues and the Public Service Tax all
as provided in the Senior Bonds Ordinance; and
WHEREAS, the City is in need, at this time, of additional
funds to complete the Project ; and
WHEREAS, the Interlocal Agreement and Sections 502 and 512
of the Senior Bonds Ordinance provide that the portion of the
Designated Revenues remaining at the end of each month after all
other payments required by Section 502 of the Senior Bonds Ordi-
nance have been made ( the "Excess City Share" ) shall be deposited
in the Excess City Share Account ( the "Excess City Share
Account" ) of the General Fund established under the Senior Bonds
Ordinance ( the "General Fund" ) and held by Sun Bank, National
Association, Orlando, Florida, as trustee ( the "Senior Bonds
Trustee" ) and may be applied to complete the Project or to other
purposes permitted by the Convention Development Tax Act upon
receipt by the Senior Bonds Trustee of a City resolution desig-
nac-ing a purpose which is permitted by the Convention Development
Tax Act and establishing a maximum dollar amount for such pur-
pose; and
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WHEREAS, in accordance with the requirements of the Inter-
local Agreement and the Senior Bonds Ordinance, the City Commis-
sion of the City ( the "Commission" ) on this date is adopting a
resolution ( the "Excess City Share Resolution" ) to be delivered
to the Senior Bonds Trustee consolidating and restating various
City resolutions previously adopted and designating certain pro-
jects and providing for the priority of funding for such projects
from the Excess City Share and the maximum dollar amounts to be
funded therefrom; and
WHEREAS, pursuant to the Excess City Share Resolution, the
payment of debt service on any bonds issued by the City to com-
plete the Project has a first claim on the Excess City Share but ,
subject to certain adjustments as provided in the Excess City
Share Resolution, is limited to $1, 000 , 000 per year ; and
WHEREAS, the City has determined that it is desirable to
issue its Subordinate Special Obligation Bonds , Series 1989 ( the
"Series 1989 Bonds" ) to provide, with any other available moneys ,
the funding for the completion of the Project and the payment of
costs of issuance, which Series 1989 Bonds shall be secured by
( i ) subject to the limitations of the Excess City Share Resolu-
tion, the Excess City Share, ( ii ) solely for the purposes and to
the extent provided herein and on a basis subordinate and junior
to the Senior Bonds , the Public Service Tax, and ( iii ) certain
other moneys as provided herein; and
WHEREAS, in order to enhance the marketability of the Series
1989 Bonds and to provide a lower interest cost thereof , it is
desirable to obtain a municipal bond new issue insurance policy
( the "Series 1989 Bond Insurance Policy" ) from Financial Guaranty
Insurance Company ( the "Series 1989 Bond Insurer" ) ; and
WHEREAS, the City has determined to fund the Debt Service
Reserve Account established under this Resolution with a muni-
cipal bond reserve fund policy ( the "Series 1989 Reserve Account
Insurance Policy" ) , in lieu of cash, to be issued by the Series
1989 Bond Insurer ; and
WHEREAS, the City also desires to set forth the provisions
pursuant to which it may issue bonds on a parity with the Series
1989 Bonds and to make provision for the rights and security of
the holders of all bonds issued hereunder ; and
WHEREAS, the Commission has determined that it is in the
best interest of the City to delegate to the Mayor the deter-
mination of various terms of the Series 1989 Bonds , the award of
the Series 1989 Bonds , including execution of a Bond Purchase
Agreement , and all other actions necessary or desirable in con-
nection with the issuance of the Series 1989 Bonds , subject to
the limitations herein; and
WHEREAS, for reasons more fully set forth herein, the Com-
mission finds and determines it to be in the best interests of
the City to authorize the sale of the Series 1989 Bonds on the
basis of a negotiated sale rather than a public sale by competi-
tive bid; and
WHEREAS, on October 18 , 1989 , the Commission conducted a
public hearing with respect to the issuance of the Series 1989
Bonds, in accordance with Section 147 ( f ) of the Internal Revenue
Code 1986 , as amended ( the "Code" ) , and having the benefit of
such hearing, the Commission desires to approve the issuance of
the Series 1989 Bonds as required by Section 147 ( f) of the Code ;
NOW THEREFORE, BE IT DULY RESOLVED BY THE CITY COMMISSION OF
THE CITY OF MIAMI BEACH, FLORIDA.
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ARTICLE I
DEFINITIONS, AUTHORITY AND FINDINGS;
RESOLUTION CONSTITUTES A CONTRACT
SECTION 101. DEFINITIONS. As used in this Resolution, the
following terms shall have the following meanings :
"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 Capital Appreciation Bond ( the prin-
cipal amount at its initial offering) plus the interest accrued
on such Capital Appreciation Bond from the date of delivery to
the original purchasers thereof to the Interest Payment Date next
preceding the date of computation or the date of computation if
an Interest Payment Date, such interest to accrue at a rate not
exceeding the legal rate as set forth in the resolution of the
Commission providing for the issuance of such Bonds , compounded
periodically, plus, with respect to matters related to the pay-
ment upon redemption or acceleration of the Capital Appreciation
Bonds, if such date of computation shall not be an Interest Pay-
ment 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 the date of computation is prior to
the first Interest Payment Date succeeding the date of original
issuance) and the Accreted Value as of the immediately succeeding
Interest Payment Date, calculated based on the assumption that
Accreted Value accrues in equal daily amounts on the basis of a
year of twelve 30-day months .
"Act" shall mean collectively Chapter 166 , Part II , Florida
Statutes , as amended, Section 166 . 231 , Florida Statutes , as
amended, the Convention Development Tax Act and other applicable
provisions of law.
"Amortization Requirements" shall mean such moneys required
to be deposited in the Bond Redemption Account for the purpose of
the mandatory redemption or payment at maturity of any Term
Bonds , the specific amounts and times of such deposits to be
determined by the Commission in the resolution authorizing the
issuance of such Term Bonds .
"Annual Debt Service Requirement" for any period, as applied
to the Bonds of any Series , shall mean the respective amounts
which are needed to provide:
(a ) for paying the interest on all Bonds of such
Series then Outstanding which is payable on each Interest
Payment Date in such period,
(b) for paying the principal of all Serial Bonds of
such Series then Outstanding which is payable upon the matu-
rity of such Serial Bonds in such period, and
( c ) the Amortization Requirements , if any, for the
Term Bonds of such Series for such period.
For purposes of computing (a) , (b) and (c) above, any principal ,
interest or Amortization Requirements due on October 1 in a Fis-
cal Year shall be deemed due in the preceding Fiscal Year .
The following rules shall apply in determining the amount of
the Annual Debt Service Requirement for any period:
(a) The interest rate on Variable Rate Bonds shall
be assumed to be 110% of the greater of (A) the daily
average interest rate on such Variable Rate Bonds during the
twelve months ending with the month preceding the date of
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calculation or such shorter period that such Variable Rate
Bonds shall have been Outstanding under this Resolution, and
(B) the actual rate of interest on such Variable Rate Bonds
on the date of calculation; provided, however , that so long
as the Series 1989 Bonds are insured by the Series 1989 Bond
Insurance Policy, the interest rate on Variable Rate Bonds
shall be assumed to be ( i ) 9 . 2% for purposes of determining
the amount required to be deposited in the Debt Service
Reserve Account in respect of such Variable Rate Bonds and
( ii ) the maximum rate permitted to be borne by said Variable
Rate Bonds for purposes of Section 304 (H) hereof .
(b) In the case of Put Bonds , the "put" date or
dates shall be ignored if the source for payment of said
"put" is a Credit Facility or a Liquidity Facility and the
stated dates for Amortization Requirements and principal
payments shall be used, and in the case of Bonds secured by
a Credit Facility or a Liquidity Facility, the terms of the
reimbursement obligation to the issuers thereof shall be
ignored and the stated dates for Amortization Requirements
for Term Bonds and principal payments shall be used; pro-
vided, however , that during any period of time after the
issuer of a Credit Facility or a Liquidity Facility has
advanced funds thereunder , the reimbursement obligation of
which is payable from and secured on a parity with the Bonds
and before such amount is repaid, Annual Debt Service
Requirements shall include the principal amount so advanced
and interest thereon, in accordance with the principal
repayment schedule and interest rate or rates specified in
the Credit Facility or Liquidity Facility, in lieu of the
stated principal of and Amortization Requirements and inter-
est on such Bonds ;
( c) In the case of Extendible Maturity Bonds , the
Bonds shall be deemed to mature on the later of the stated
maturity date or the date to which such stated maturity date
has been extended;
(d) In the case of Capital Appreciation Bonds , the
principal and interest portions of the Accreted Value of
Capital Appreciation Bonds becoming due at maturity or by
virtue of an amortization requirement shall be included in
the calculations of accrued and unpaid Annual Debt Service
Requirements in the year in which said principal and inter-
est portions are due and payable;
(e) In the case of Capital Appreciation and Income
Bonds , the principal and interest portions of the Appreci-
ated Value of Capital Appreciation and Income Bonds shall be
included in the calculations of accrued and unpaid Annual
Debt Service Requirements in the year in which said princi-
pal and interest portions are due and payable ;
( f ) In the case of Balloon Bonds or Interim Bonds ,
the debt service requirements of the Balloon Bonds or
Interim Bonds may be excluded and in lieu thereof the Bal-
loon Bonds or Interim Bonds shall be viewed, for purposes of
the computation of Annual Debt Service Requirements , as debt
securities having a comparable Federal tax status as such
Balloon Bonds or Interim Bonds , hypothetically maturing in
substantially equal annual payments of principal and inter-
est over a period of not more than 30 years from the date of
issuance thereof, bearing interest at a fixed rate per annum
equal to the average interest rate per annum for such debt
securities on the date of issuance of the Balloon Bonds or
Interim Bonds and issued by issuers having a credit rating,
issued by Moody ' s Investors Services , Inc . or any successors
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thereto or Standard & Poor ' s Corporation or any successors
thereto comparable to that of the City, as shown by a cer-
tificate of an underwriting or investment banking firm
experienced in marketing such securities; and
( g) If all or a portion of the principal of or
interest on a Series of Bonds is payable from funds irrevoc-
ably set aside or deposited for such purpose, together with
projected earnings thereon to the extent such earnings are
projected to be from Permitted Investments , such principal
or interest shall not be included in determining Annual Debt
Service Requirements .
"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 resolution
of the Commission providing for the issuance of such Bond, an
amount equal to the principal amount of such Bond ( the principal
amount at its initial offering) plus the interest accrued on such
Capital Appreciation and Income Bond from the date of delivery to
the original purchasers thereof to the Interest Payment Date next
preceding the date of computation or the date of computation if
an Interest Payment Date, such interest to accrue at a rate not
exceeding the legal rate as set forth in the resolution of the
Commission providing for the issuance of such Bonds , compounded
periodically, plus , with respect to the payment upon redemption
or acceleration of the Capital Appreciation and Income Bonds , 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 orig-
inal 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 succeeding Inter-
est Payment Date calculated based upon an assumption that Apprec-
iated Value accrues 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 Commencement Date .
"Authority" shall mean the Miami Beach Tourist and Conven-
tion Center Expansion Authority created by the City in connection
with the Project pursuant to the Convention Development Tax Act .
"Balloon Bonds" shall mean any Bonds issued under this Reso-
lution, interest on which is payable periodically and twenty five
percent ( 25% ) or more of the original principal amount of which
matures during any one Fiscal Year and for which maturing princi-
pal amount Amortiza7ion Requirements have not been designated in
the resolution of the City authorizing the issuance of such
Bonds .
"Board" shall mean the Board of County Commissioners of the
County.
"Bond Redemption Account" shall mean the account of that
name created in the Sinking Fund established by the City and held
by the Trustee pursuant to Section 304 (D) of this Resolution.
"Bonds" shall mean the Series 1989 Bonds, authorized to be
issued pursuant to this Resolution, together with any additional
parity Bonds hereafter issued pursuant to this Resolution.
"Bondholder" , "Holder" , "Holder of Bonds" or "Owner" or any
similar term, shall mean any person, who shall be the registered
owner of any Outstanding Bond or Bonds .
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"Capital Appreciation Bonds" shall mean any Bonds issued
under this Resolution as to which interest is compounded periodi-
cally on each of the applicable periodic dates designated for
compounding and payable in an amount equal to the then current
Accreted Value only at the maturity, earlier redemption or other
payment date therefor , all as so designated by subsequent pro-
ceedings of the Commission relating to the issuance thereof, and
which may be either Serial Bonds or Term Bonds.
"Capital Appreciation and Income Bonds" shall mean any Bonds
issued under this Resolution as to which accruing interest is not
paid prior to the Interest Commencement Date specified in the
resolution authorizing such Bonds and the Appreciated Value for
such Bonds is compounded periodically on certain designated dates
prior to the Interest Commencement Date for such Series of Capi-
tal Appreciation and Income Bonds , all as so designated by subse-
quent proceedings of the Commission relating to the issuance
thereof and which may be either Serial Bonds or Term Bonds .
"City" shall mean the City of Miami Beach, Florida.
"City Clerk" shall mean the Clerk of the City or the officer
succeeding to his principal functions .
"City Manager" shall mean the City Manager of the City or
his designee or the officer succeeding to his principal func-
tions .
"Code" shall mean the Internal Revenue Code of 1986, as
amended from time to time, and the regulations promulgated there-
under and applicable regulations promulgated under the Internal
Revenue Code of 1954 , as amended.
"Commission" shall mean the City Commission of the City.
"Construction Fund" shall mean the special fund of that name
and all accounts therein established and required to be main-
tained and held by the City pursuant to Section 303 of this Reso-
lution.
"Convention Development Tax" shall mean the tax described in
the recitals to this Resolution levied by the County pursuant to
the Convention Development Tax Act .
"Convention Development Tax Act" shall mean Section
212 . 0305, Florida Statutes, as amended from time to time.
"Cost of Issuance Fund" shall mean the special fund of that
name established and held by the City pursuant to Section 303 of
this Resolution.
"County" shall mean Dade County, Florida.
"County Tax Ordinance" shall mean Ordinance No. 83-91, as
amended, enacted by the Board and codified as Chapter 29 , Article
VI , Sections 29-60 through 29-63 of the Dade County Code, in
connection with the Convention Development Tax.
"Credit Facility" shall mean a letter of credit irrevocable
for its term, policy of municipal bond insurance, guaranty, pur-
chase agreement , credit agreement or similar facility, including
the Series 1989 Bond Insurance Policy, in which the entity pro-
viding such facility irrevocably agrees to provide funds to make
payment of the principal of, premium, if any and interest on
Bonds .
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"Debt Service Reserve Account" shall mean the account of
that name and all subaccounts therein created in the Sinking Fund
established by the City and held by the Trustee pursuant to Sec-
tion 304 (D) of this Resolution.
"Defeasance Obligations" shall mean to the extent permitted
by law:
( 1 ) Direct general obligations of , or obligations
the payment of the principal of which and the interest on
which is unconditionally guaranteed by, the United States of
America; and
( ii ) Evidences of indebtedness issued by the Bank for
Cooperatives, Federal Home Loan Banks , Federal Home Loan
Mortgage Corporation ( including participation certificates) ,
Federal Land Banks, Federal Financing Banks, or any other
agency or instrumentality of the United States of America
created by an act of Congress which is substantially similar
to the foregoing in its legal relationship to the United
States of America; provided that the obligations of such
agency or instrumentality are unconditionally guaranteed by
the United States of America or any other agency or instru-
mentality of the United States of America; and
( iii ) Evidences of ownership of proportionate inter-
ests in future interest and principal payments on specified
obligations described in ( i ) above held by a bank or trust
company as custodian, under which the owner of the invest-
ment is the real party in interest and has the right to
proceed directly and individually against the obligor on the
underlying obligations described in ( i ) above, 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 obligated; and
( iv) Obligations described in Section 103 (a) of the
Code, which do not permit redemption prior to maturity at
the option of the obligor and provision for the payment of
the principal of, premium, if any, and interest on which
shall have been made by the irrevocable deposit with a bank
or trust company acting as a trustee or escrow agent for
holders of such obligations or securities described in
clauses ( i ) or ( ii ) above, the maturing principal of and
interest on which, when due and payable, will provide suf-
ficient monies to pay when due the principal of , premium if
any, and interest on such obligations, and which securities
described in clauses ( i ) or ( ii ) above are not available to
satisfy any other claim, including any claim of the trustee
or escrow agent or of any person claiming through the
trustee or escrow agent or to whom the trustee or escrow
agent may be obligated, including in the event of the insol-
vency of the trustee or escrow agent or proceedings arising
out of such insolvency.
Notwithstanding the foregoing, so long as the Series 1989
Bonds are insured by the Series 1989 Bond Insurance Policy,
"Defeasance Obligations" shall be limited to direct noncallable
obligations of the United States of America, CATs, TIGRs, STRPs
or such other Defeasance Obligations described above as may be
approved by the Series 1989 Bond Insurer .
"Designated Revenues" shall mean at any time an amount equal
to two-thirds of the Convention Development Tax (net of a 2%
collection fee) .
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"Excess City Share" shall mean that portion of the Desig-
nated Revenues remaining at the end of each month after all other
payments required by Section 502 of the Senior Bonds Ordinance
have been made.
"Excess City Share Account" shall mean the account of that
name created in the General Fund established by the County and
held by the Senior Bonds Trustee pursuant to Section 512 of the
Senior Bonds Ordinance.
"Excess City Share Resolution" shall mean the resolution
adopted by the Commission on this date designating and prioritiz-
ing projects to be funded from the Excess City Share, as
described in the recitals to this Resolution.
"Extendible Maturity Bonds" shall mean Bonds the maturities
of which, by their terms , may be extended by and at the option of
the Holders of the Bonds or the City.
"Fiduciaries" shall mean the Trustee, Paying Agent , and
Registrar appointed and acting under this Resolution.
"Finance Director" shall mean the Finance Director of the
City or his designee or the officer succeeding to his principal
functions .
"Fiscal Year" shall mean that period commencing on October
1, and continuing to and including the next succeeding September
30 , or such other annual period as may be prescribed by law or by
the City in accordance with law.
"General Fund" shall mean the fund of that name created and
established by the County and held by the Senior Bonds Trustee
pursuant to Section 512 of the Senior Bonds Ordinance .
"Interest Account" shall mean the account of that name crea-
ted in the Sinking Fund established by the City and held by the
Trustee pursuant to Section 304 (D) of this Resolution.
"Interest Commencement Date" shall mean, with respect to any
particular Capital Appreciation and Income Bonds , the date speci-
fied in the resolution providing for the issuance of such Bonds,
(which date must be prior to the maturity date for such Bonds)
after which interest accruing on such Bonds shall be payable
semi-annually or otherwise on a periodic basis prior to maturity,
with the first such payment date being the applicable Interest
Payment Date immediately succeeding such Interest Commencement
Date.
"Interest Payment Date" shall mean for each Series of Bonds
such dates of each Fiscal Year on which interest on the Bonds is
payable on any Bonds that are Outstanding, as set forth in the
proceedings of the City providing for the issuance of such Series
of Bonds .
"Interim Bonds" shall mean any Bonds issued under this Reso-
lution on an interim basis which are expected to be repaid from
the proceeds of Bonds or other indebtedness .
"Interlocal Agreement" shall mean the "Second and Amended
Restated Interlocal Agreement by and between Dade County,
Florida, and the City of Miami Beach, for the Financing of Expan-
sions and Improvements to the Miami Beach Convention Center"
dated as of October 12, 1987 entered into in connection with the
use of the Designated Revenues .
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"Liquidity Facility" shall mean a letter of credit, line of
credit, policy of municipal bond insurance, guaranty, purchase
agreement or similar facility in which the entity providing such
facility agrees to provide funds to pay the purchase price of Put
Bonds upon their tender by the Holders of Put Bonds .
"Mayor" shall mean the Mayor of the City or in the absence
or disability of the Mayor of the City, the Vice Mayor of the
City or the officers succeeding to their principal functions.
"Mayor ' s Certificate" shall mean the Certificate to be exe-
cuted by the Mayor prior to or at the time of the execution of
the Bond Purchase Agreement , which Certificate shall provide the
details of the Series 1989 Bonds .
"Maximum Annual Debt Service" shall mean, at any time and
with respect to all of the Bonds or any particular Series of the
Bonds (as appropriate) , the greatest Annual Debt Service Require-
ment in the then current or any succeeding Fiscal Year .
"Outstanding" when used with reference to the Bonds , shall
mean, as of any date of determination, all Bonds theretofore
authenticated and delivered except;
( i ) Bonds theretofore cancelled by the Registrar or
delivered to the Registrar for cancellation;
( ii ) Bonds which are deemed paid and no longer Out-
standing as provided herein;
( iii ) Bonds in lieu of which other Bonds have been
issued pursuant to the provisions hereof relating to Bonds
destroyed, stolen or lost , unless evidence satisfactory to
the Registrar has been received that any such Bond is held
by a bona fide purchaser ; and
( iv) For purposes of any consent or other action to
be taken hereunder by the Holders of a specified percentage
of principal amount of Bonds , Bonds held by or for the
account of the City.
"Paying Agent" shall mean any bank or trust company or any
successor bank or trust company appointed by the City to act as
Paying Agent hereunder .
"Permitted Investments" shall mean and include such obliga-
tions as shall be permitted to be legal investments of the City
by the laws of the State.
"Pledged Funds" shall mean, collectively, ( i ) subject to the
limitations of the Excess City Share Resolution, the Excess City
Share, ( ii ) solely for the purposes provided herein, the Supple-
mental Revenues and ( iii ) except for moneys, securities and
instruments in the Construction Fund and the Rebate Fund, all
moneys , securities and instruments held in the Funds and Accounts
created and established by this Resolution.
"Principal Account" shall mean the account of that name
created in the Sinking Fund established by the City and held by
the Trustee pursuant to Section 304 (D) of this Resolution.
"Project" shall mean the expansion and improvements to the
Convention Center , initially funded with the proceeds of the
Senior Bonds .
"Public Service Tax" shall mean the tax levied by the City
on the purchase of certain utility services within the City pur-
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suant to Section 166 . 231 , Florida Statutes, as amended, and the
Public Service Tax Ordinance.
"Public Service Tax Ordinance" shall mean City Ordinance No.
87-2574 , adopted by the Commission on July 15 , 1987 pursuant to
which the City levies the Public Service Tax.
"Purchasers" shall mean PaineWebber Incorporated, Chase
Securities, Inc . and Lazard Freres & Co.
"Put Bonds" shall mean the Bonds which by their terms may be
tendered by and at the option of the owner thereof for payment by
the City prior to the stated maturity thereof .
"Rebate Fund" shall mean the special fund of that name esta-
blished by the City and required to be maintained and held by the
Trustee pursuant to Section 304 (E) of this Resolution.
"Registrar" shall mean the officer of the City or a bank or
trust company appointed by the City, located within or without
the State of Florida, who or which shall maintain the registra-
tion books of the City and be responsible for the transfer and
exchange of the Bonds, and who or which may also be the Paying
Agent for the Bonds .
"Reserve Account Insurance Policy" shall mean the insurance
policy, surety bond or other acceptable evidence of insurance, if
any, including the Series 1989 Reserve Account Insurance Policy,
issued for the benefit of the Debt Service Reserve Account in
lieu of or in partial substitution for cash or securities on
deposit therein. The issuer providing such insurance shall be a
municipal bond insurer rated, at the time of deposit in the Debt
Service Reserve Account , in any of the three highest rating cate-
gories of either Moody ' s Investors Service, Inc. or any succes-
sors thereof or Standard & Poor ' s Corporation or any successors
thereof .
"Reserve Account Letter of Credit" shall mean the irrevoc-
able, transferable letter of credit , if any, issued for the bene-
fit of the Debt Service Reserve Account in lieu of or in partial
substitution for cash or securities on deposit therein. The
issuer providing such letter of credit shall be a banking
association, bank or trust company or branch thereof rated, at
the time of deposit into the Debt Service Reserve Account, in any
of the three highest rating categories of either Moody ' s
Investors Service, Inc. or any successors thereof or Standard &
Poor ' s Corporation or any successors thereof .
"Resolution" shall mean this Resolution as the same may from
time to time be amended and supplemented in accordance with the
terms hereof .
"Senior Bonds" shall mean the County ' s Special Obligation
and Refunding Bonds (Miami Beach Convention Center Project)
Series 1987A originally issued in the principal amount of
$46, 445, 000 and Special Obligation Bonds (Miami Beach Convention
Center Project) Series 1987B originally issued in the principal
amount of $4 ,8000 , 000 , pursuant to the provisions of the Senior
Bonds Ordinance.
"Senior Bonds Ordinance" shall mean Ordinance No. 87-72
enacted by the Board on October 20 , 1987 , as supplemented, in
connection with the issuance of the Senior Bonds .
"Senior Bonds Trustee" shall mean Sun Bank, National Associ-
ation, as trustee under the Senior Bonds Ordinance, together with
any successors or assigns .
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"Serial Bonds" shall mean the bonds of an issue which shall
be stated to mature in annual or semi-annual installments but not
including Term Bonds .
"Series" shall mean all of the Bonds authenticated and deli-
vered on original issuance and pursuant to this Resolution or any
supplemental resolution authorizing such Bonds as a separate
Series of Bonds, or any Bonds thereafter authenticated and deli-
vered in lieu of or in substitution for such Bonds pursuant to
Article II hereof, regardless of variations in maturity, interest
rate or other provisions .
"Series 1989 Bonds" shall mean the Subordinate Special Obli-
gation Bonds , Series 1989 authorized to be issued under this
Resolution in the aggregate principal amount not to exceed
$8,000 ,000 .
"Series 1989 Bond Insurance Policy" shall mean the municipal
bond new issue insurance policy issued by the Series 1989 Bond
Insurer in respect of the Series 1989 Bonds . The Series 1989
Bond Insurance Policy shall constitute a Credit Facility here-
under .
"Series 1989 Bond Insurer" shall mean Financial Guaranty
Insurance Company, a New York stock insurance company, its suc-
cessors and assigns . The notice address for the Series 1989 Bond
Insurer shall be 175 Water Street, New York , New York 10038,
Attention: President .
"Series 1989 Construction Account" shall mean the account of
that name created in the Construction Fund established and held
by the City pursuant to Section 303 of this Resolution.
"Series 1989 Debt Service Reserve Subaccount" shall mean the
subaccount of that name created in the Debt Service Reserve
Account established by the City and held by the Trustee under
Section 304 (D) of this Resolution.
"Series 1989 Reserve Account Insurance Policy" shall mean
the municipal bond reserve fund policy issued by the Series 1989
Bond Insurer in respect of the Series 1989 Bonds for the benefit
of the Series 1989 Debt Service Reserve Subaccount of the Debt
Service Reserve Account in lieu of the required cash deposit
therein, which policy shall provide coverage in an aggregate
amount equal to Maximum Annual Debt Service on the Series 1989
Bonds and shall expire on the final maturity date of the Series
1989 Bonds . The Series 1989 Reserve Account Insurance Policy
shall constitute a Reserve Account Insurance Policy hereunder .
"Series 1989 Reserve Account Insurance Policy Agreement"
shall mean the Debt Service Reserve Fund Policy Agreement to be
entered into by and between the City and the Series 1989 Bond
Insurer in connection with the obligations of the City to the
Series 1989 Bond Insurer relating to the Series 1989 Reserve
Account Insurance Policy.
"Sinking Fund" shall mean the special fund designated as the
"Convention Development Tax Sinking Fund" and all accounts there-
in established by the City and required to be maintained and held
by the Trustee pursuant to Section 304 (D) of this Resolution.
"State" shall mean the State of Florida.
"Supplemental Revenues" shall mean the Public Service Tax
pledged hereunder , on a basis subordinate to the pledge thereof
for the benefit of the Senior Bonds, solely in an amount suffi-
cient
uffi-
cient to make up shortfalls in the Debt Service Reserve Account
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and make payments to the issuers of Reserve Account Insurance
Policies and Reserve Account Letters of Credit as provided in
Section 304 (D) of this Resolution.
"Term Bonds" shall mean the Bonds of any Series which shall
be stated to mature on one date and for the amortization of which
payments ments are required to be made into the Bond Redemption Account
in the Sinking Fund.
"Trustee" shall mean any bank or trust company or any suc-
cessor bank or trust company appointed by the City to act as
trustee hereunder , and which may also be the Paying Agent and
Registrar for the Bonds .
"Variable Rate Bonds" shall mean Bonds , which may be either
Serial Bonds or Term Bonds, issued with a variable, adjustable,
convertible or other similar rate which is not fixed in percent-
age for the entire term thereof at the date of issue.
Words importing singular number shall include the plural
number in each case and vice versa, and words importing persons
shall include firms and corporations . Words defined in Section
101 hereof that appear in this Resolution in lower case form
shall have the meanings ascribed to them in the definitions in
Section 101 unless the context shall otherwise indicate . The
words "Bond" , "Owner" , "Holder" and "person" shall include the
plural as well as the singular number unless the context shall
otherwise indicate . The word "person" shall include corporations
and associations , including public bodies , as well as natural
persons, unless the context shall otherwise indicate. The word
"Bond" or "Bonds" and the words "revenue bond" or "revenue bonds"
shall mean any Bond or Bonds or all of the Bonds , as the case may
be, issued under the provisions of this Resolution. The word
"Resolution" shall include this Resolution and each resolution
supplemental hereto.
SECTION 102. AUTHORITY FOR THIS RESOLUTION. This resolu-
tion is adopted pursuant to the provisions of the Act .
SECTION 103. FINDINGS. It is hereby ascertained, deter-
mined and declared that :
(a) The recitals to this Resolution are incorporated
herein as findings .
(b) The City is authorized to receive the Designated
Revenues and to levy, collect and receive the Public Service
Tax pursuant to the Act .
( c) It is necessary and desirable to issue the
Series 1989 Bonds in order to finance the completion of the
Project .
(d) The principal of and interest on the Bonds and
all required sinking fund, reserve and other payments shall
bep Y a able solely from the Pledged Funds . None of the City,
the County, or the State of Florida or any political sub-
division thereof or governmental authority or body therein
shall ever be required to levy ad valorem taxes to pay the
principal of or interest on the Bonds or to make any of the
P required
sinking fund, reserve or other payments by this
Resolution or the Bonds, and the Bonds shall not constitute
a lien upon any property owned by or situated within the
corporate territory of the City, except as provided herein
with respect to the Pledged Funds .
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(e)
Due to the character of the Series 1989 Bonds ,
the complexity
of structuring an issue of bonds secured by a
subordinate prevailing revailing market conditions , and the
recommendation of the financial advisor to the City that the
sale of theSeries 1989 Bonds be by negotiation, the sale of
the Series
1989 Bonds on the basis of negotiated sale rather
than a
public sale bycompetitive bid is in the best
interest of the City and is hereby authorized.
SECTION 104.
RESOLUTION CONSTITUTES CONTRACT. In conside-
ration 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 rotection and security of the owners of
any and all of such Bonds , all of which shall be of equal rank
preference, priority, or distinction of any of the
and without pre �
Bonds over any other thereof except as expressly provided therein
and herein.
[END OF ARTICLE I ]
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ARTICLE II
AUTHORIZATION, TERMS, EXECUTION AND
REGISTRATION OF BONDS
SECTION 201. AUTHORIZATION OF THE SERIES 1989 BONDS. Sub-
ject and pursuant to the provisions of this Resolution, Bonds of
the City to be known as Subordinate Special Obligation Bonds ,
Series 1989 ( the "Series 1989 Bonds" ) , are hereby authorized to
be issued in an aggregate principal amount not to exceed Eight
Million Dollars ( $8 , 000 , 000 ) , for the purpose of providing funds ,
together with other available moneys , to finance the completion
of the Project and to pay costs of issuance of the Series 1989
Bonds , including premiums for the Series 1989 Bond Insurance
Policy and Series 1989 Reserve Account Insurance Policy, which
Bonds may be issued all at one time or from time to time in
Series , and if in Series , may be dated, numbered, and designated
as to Series , all as shall be determined in a Mayor ' s Certifi-
cate .
Subject to the limitations contained herein, the Series 1989
Bonds shall be issued in such aggregate amount , shall be dated,
shall mature on such dates , but not later than December 1 , 2008 ,
and in such amounts , shall be in the form of Serial Bonds or Term
Bonds or a combination thereof , shall have such Interest Payment
Dates , shall bear interest at such rates not to exceed 10% , shall
have such Amortization Requirements , shall be subject to redemp-
tion at such times , at such prices and pursuant to such notice
provisions , as shall be set forth in a Mayor ' s Certificate. The
Series 1989 Bonds shall be insured by the Series 1989 Bond Insur-
ance Policy. Concurrently with the issuance of the Series 1989
Bonds , the City shall cause to be deposited with the Trustee for
the benefit of the Series 1989 Debt Service Reserve Subaccount
the Series 1989 Reserve Account Insurance Policy.
The Commission hereby appoints Sun Bank , National Associa-
tion, Orlando, Florida , as Trustee , Registrar and Paying Agent
for the Series 1989 Bonds .
The Commission hereby approves the distribution of copies of
the Preliminary Official Statement ( the "Preliminary Official
Statement" ) in substantially the form presented at this meeting
with such changes as may be approved by the Mayor . The Mayor and
the City Manager or his designee, are hereby authorized to exe-
cute the Official Statement ( the "Official Statement" ) on behalf
of the City, in substantially the form of the draft of the Preli-
minary Official Statement presented at this meeting with such
changes therein as shall be necessary to evidence the terms of
the Series 1989 Bonds and such additional changes as may be
approved by the Mayor , with such execution to constitute conclu-
sive 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 1989 Bonds is hereby approved.
The Commission hereby approves the form of the Bond Purchase
Agreement ( the "Bond Purchase Agreement" ) , for the purchase of
the Series 1989 Bonds by the Purchasers , a copy of which draft
form of a Bond Purchase Agreement has been presented at this
meeting. Upon compliance by the Purchasers with the requirements
of Florida Statutes , Section 218 . 385 ( 4 ) , the Mayor is hereby
authorized to execute the Bond Purchase Agreement in connection
with the sale of the Series 1989 Bonds to the Purchasers , 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
1989 Bonds and such additional changes as may be approved by the
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Mayor . The purchase price at which the Series 1989 Bonds shall
be awarded to the Purchasers shall be determined by the Mayor in
consultation with the financial advisor of the City but shall not
be less than 98% of the principal amount of the Series 1989 Bonds
(not including original issue discount) . The execution and deli-
very 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 approves the form of the Series 1989
Reserve Account Insurance Policy Agreement, a copy of which draft
form has been presented at this meeting. The Mayor is hereby
authorized to execute the Series 1989 Reserve Account Insurance
Policy 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 evidence
the terms of the Series 1989 Bonds and such additional changes as
may be approved by the Mayor . The execution and delivery by the
Mayor of the Series 1989 Reserve Account Insurance Policy
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 and filling-in of blanks .
The financing of the completion of the Project is hereby
authorized in all respects . The Mayor , the City Manager and any
Assistant City Managers , the Finance Director and the City
Attorney and any Assistant City Attorneys are hereby authorized
and directed to take all actions and execute and deliver all
documents necessary to consummate the transactions authorized by
this Resolution.
Pursuant to the provisions of Section 147 ( f ) of the Code ,
the issuance of the Series 1989 Bonds for the purposes described
in this Resolution are hereby approved after a public hearing was
held on October 18 , 1989 by the Commission for the purpose of
giving all interested persons an opportunity to express their
views on the proposed issuance of the Series 1989 Bonds , notice
of which hearing was published on October 1 , 1989 in The Miami
Herald, a copy of which notice is attached hereto as Exhibit A
and made a part hereof . The publication of such notice as above
described is hereby ratified.
SECTION 202 . DESCRIPTION OF BONDS. Unless otherwise speci-
fied by the City in subsequent proceedings , any Bonds issued
pursuant to this Resolution shall be issued in fully registered
form and, if the Registrar issues notice of the availability of
exchanging registered Bonds for coupon Bonds , in coupon form. If
the Registrar receives an opinion of counsel of recognized stand-
ing in the field of law relating to municipal bonds to the effect
that the issuance of any of the Bonds in coupon form will not
adversely affect the exclusion from gross income for Federal
income tax purposes of the interest on any of the Bonds , the
Registrar may, at the written direction of the City, mail notice
to the registered owners of the Bonds of the availability of
exchanging registered Bonds and coupon Bonds . Registered Bonds
may then be exchanged for an equal aggregate principal amount of
coupon Bonds of the same Series and maturity of any authorized
denomination and coupon Bonds may be exchanged for an equal
aggregate principal amount in the manner provided in this Resolu-
tion.
Unless otherwise specified by the City in subsequent pro-
ceedings, the Bonds of a Series shall be dated as determined in a
Mayor ' s Certificate as to the Series 1989 Bonds and pursuant to
subsequent resolution of the City relating to the issuance of any
other Series of Bonds ; shall bear interest , which may be fixed or
- 16 -
variable, from their date at a rate not exceeding the legal rate
per annum, with interest mailed to the registered Holder thereof
on each Interest Payment Date by the Paying Agent at the address
shown on the registration books of the City ( held by the Regis-
trar ) ( t the close of business on the 15th day of the calendar
month preceding an Interest Payment Date ( in each case a "Regular
Record Date" ) , except for ( i ) Holders of Bonds in the principal
amount of $1 , 000 , 000 or more who elect, by written request to the
Paying Agent delivered prior to the applicable Regular Record
Date, to have interest paid by wire transfer of immediately
available funds to an account in a bank within the continental
United States designated in such written request , ( ii ) Capital
Appreciation Bonds which shall bear interest as described under
the defined term Accreted Value , payable only upon redemption,
acceleration or maturity thereof and ( iii ) Capital Appreciation
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 ;
shall be lettered and shall be numbered in such manner as
determined in a Mayor ' s Certificate as to the Series 1989 Bonds
and pursuant to subsequent resolution of the City relating to the
issuance of any other Series of Bonds ; shall be in the
denomination of $5 , 000 or any integral multiple thereof , except
for ( i ) Capital Apprecia:ion Bonds , which may be initially issued
in any denomination so .ong as their Accreted Value at maturity
shall be $5 , 000 or any integral multiple thereof and ( ii ) Capital
Appreciation and Income Bonds , which may be initially issued in
any denomination so long as their Appreciated Value at the
Interest Commencement Date shall be $5 , 000 or any integral
multiple thereof; and shall mature on such dates , in such years
and in such amounts , as determined in a Mayor ' s Certificate as to
the Series 1989 Bonds and as provided for pursuant to subsequent
resolution of the City relating to any other Series of Bonds .
Notwithstanding anything in this paragraph to the contrary, any
interest not punctually paid on an Interest Payment Date shall
forthwith cease to be payable to the registered Holder on the
Regular Record Date and may be paid to the registered Holder as
of the close of business on a special record date for the payment
of such defaulted interest to be fixed by the Paying Agent ,
notice of which shall be given not less than 10 days prior to
such special record date to the registered Holders .
The Bonds issued hereunder may be Serial Bonds or Term Bonds
and may be Variable Rate Bonds , Capital Appreciation Bonds ,
Capital Appreciation and Income Bonds , Extendible Maturity Bonds ,
Balloon Bonds , Interim Bonds , Put Bonds and such other types of
bonds as may be marketable from time to time , including , without
limitation, taxable Bonds and Bonds issued in book entry form, as
determined by subsequent proceedings of the City .
SECTION 203. REDEMPTION PROVISIONS. The Bonds of each
Series , other than the Series 1989 Bonds , may be subject to
redemption prior to maturity at such times , at such redemption
prices and upon such terms in addition to the terms contained in
this Resolution as may be determined pursuant to subsequent
resolutions of the City, which subsequent resolutions may contain
redemption notice provisions . The redemption provisions and the
redemption notice provisions for the Series 1989 Bonds shall be
established in the manner described in the second paragraph of
Section 201 of this Resolution.
Unless otherwise provided by subsequent proceedings , in
addition to any required redemption notice to Bondholders, the
City shall give notice of redemption for Bonds being redeemed to
registered securities depositories and to national information
services that disseminate redemption notices at least 2 business
days in advance of the notice mailed to holders of Bonds by send-
- 17 -
ing notice to depositories such as Depository Trust Company of
New York , New York , Midwest Securities Trust Company of Chicago,
Illinois, and Philadelphia Depository Trust Company of
Philadelphia, Pennsylvania and to national information services
such as Financial Information Inc . ' s Daily Called Bond Service ,
Interactive Data Corporation ' s Bond Service, Kenny Information
Service ' s Called Bond Service, Moody ' s Municipal and Government
News Reports and Standard and Poor ' s Called Bond Record.
In addition, the Paying Agent shall publish notice of
redemption one time in The Bond Buyer of New York , New York or if
the Paying Agent believes that such publication is impractical or
unlikely to reach a substantial number of owners of the Bonds to
be redeemed, in some other financial newspaper or journal which
regularly carries notices of redemption of other obligations
similar to the Bonds, either such publication to be made at least
30 days prior to the date fixed for redemption.
Notwithstanding the foregoing additional notice provisions ,
failure to mail or publish such additional notices or any defect
therein shall not affect the validity of any redemption proceed-
ings as to which notice of such redemption has been properly
given to such Bondholder .
So long as the Series 1989 Bonds are insured by the Series
1989 Bond Insurance Policy, notice of redemption in connection
with an optional redemption of Bonds shall not be given by the
City unless on the date of giving of such notice of redemption
the City has on deposit with the Trustee sufficient moneys to
provide for such redemption .
SECTION 204. EXECUTION OF BONDS. The Bonds shall be exe-
cuted in the name of the City by the Mayor , and the seal of the
City or a facsimile thereof shall be affixed thereto or imprinted
or reproduced thereon and attested by the City Clerk , either
manually or with their facsimile signatures . In case any one or
more of the officers who shall have signed or sealed any of the
Bonds shall cease to be such officer before the Bonds so signed
and sealed shall have been actually sold and delivered, such
Bonds may nevertheless be sold and delivered as herein provided
and may be issued as if the person who signed and sealed such
Bonds had not ceased to hold such office . Any Bond may be signed
and sealed on behalf of the City by such person as at the actual
time of the execution of such Bond shall hold the proper office,
although at the date of such Bonds such person may not have held
such office or may not have been so authorized.
The Bonds of each Series shall bear thereon a certificate of
authentication, in the form set forth in Exhibit B hereto, exe-
cuted manually by the Registrar . Only such Bonds as shall bear
thereon such certificate of authentication shall be entitled to
any right or benefit under this Resolution and no Bond shall be
valid or obligatory for any purpose until such certificate of
authentication shall have been duly executed by the Registrar .
Such certificate of the Registrar upon any Bond executed on
behalf of the City shall be conclusive evidence that the Bond so
authenticated has been duly authenticated and delivered under
this Resolution and that the Holder thereof is entitled to the
benefits of this Resolution.
If the Bonds of a Series have been validated, the validation
certificate on the back of each of the Bonds of such Series shall
be signed with the facsimile signatures of the present or any
future Mayor and City Clerk , and the City may adopt and use for
that purpose the facsimile signature of any person who shall have
been such Mayor and City Clerk at any time on or after the date
of the Bonds , notwithstanding that he may have ceased to be such
Mayor and City Clerk at the time when said Bonds shall be actual-
ly delivered.
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SECTION 205. NEGOTIABILITY, REGISTRATION AND CANCELLA-
TION. At the option of the registered Holder thereof and upon
surrender thereof at the principal corporate trust office of the
Registrar with a written instrument of transfer satisfactory to
the Registrar duly executed by the registered Holder or his duly
authorized attorney and upon payment by such Holder of any
charges which the Registrar or the City may make as provided in
this Section, the Bonds may be exchanged for Bonds of the same
aggregate principal amount of the same Series and maturity of any
other authorized denominations .
The Registrar shall keep books for the registration of Bonds
and for the registration of transfers of Bonds . The Bonds shall
be transferable by the Holder thereof in person or by his attor-
ney duly authorized in writing only upon the books of the City
kept by the Registrar and only upon surrender thereof together
with a written instrument of transfer satisfactory to the Regis-
trar duly executed by the Holder or his duly authorized attor-
ney. Upon the transfer of any such Bond, the City shall cause to
be issued in the name of the transferee a new Bond or Bonds .
The City, the Trustee, the Paying Agent and the Registrar
may deem and treat the person in whose name any Bond shall be
registered upon the books kept by the Registrar as the absolute
Holder of such Bond, whether such Bond shall be overdue or not ,
for the purpose of receiving payment of , or on account of , the
principal of , premium, if any, and interest on such Bond as the
same becomes due and for all other purposes . All such payments
so made to any such Holder or upon his order shall be valid and
effectual to satisfy and discharge the liability upon such Bond
to the extent of the sum or sums so paid, and neither the City,
the Trustee, the Paying Agent nor the Registrar shall be affected
by any notice to the contrary.
In the event that default shall be made in the payment of
the interest on or the principal of any of the Series 1989 Bonds
which would require the Series 1989 Bond Insurer to make payments
under the Series 1989 Bond Insurance Policy, the Series 1989 Bond
Insurer and its agnt shall be provided with access to the books
kept by the Registrar for the registration of the Series 1989
Bonds .
In all cases in which the privilege of exchanging Bonds or
transferring Bonds is exercised, the City shall execute and the
Registrar shall authenticate and deliver Bonds in accordance with
the provisions of this Resolution. All Bonds surrendered in any
such exchanges or transfers shall forthwith be delivered to the
Registrar and cancelled by the Registrar in the manner provided
in this Section. There shall be no charge for any such exchange
or transfer of Bonds , but the City or the Registrar may require
the payment of a sum sufficient to pay any tax , fee or other
governmental charge required to be paid with respect to such
exchange or transfer . Neither the City nor the Registrar shall
be required (a) to transfer or exchange Bonds of any Series for a
period of 15 days next preceding any selection of Bonds of such
Series to be redeemed or thereafter until after the mailing of
any notice of redemption; or (b) to transfer or exchange any
Bonds of any Series called for redemption.
Except as may otherwise be provided with respect to Put
Bonds in the proceedings of the City providing for the issuance
thereof , all Bonds paid or redeemed, either at or before maturity
shall be delivered to the Trustee when such payment or redemption
is made, and such Bonds , together with all Bonds purchased by the
City, shall thereupon be promptly cancelled. Bonds so cancelled
may at any time be destroyed by the Trustee, who shall execute a
certification of destruction in duplicate by the signature of one
of its authorized officers describing the Bonds so destroyed, and
one executed certificate shall be filed with the City and the
other executed certificate shall be retained by the Trustee .
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SECTION 206. BONDS MUTILATED, DESTROYED, STOLEN OR LOST.
In case any Bond shall become mutilated, destroyed, stolen or
lost, the City may execute and the Registrar shall authenticate
and deliver a new Bond of like Series , date, maturity, denomina-
tion and interest rate as the Bond so mutilated, destroyed,
stolen or lost; provided that, in the case of any mutilated Bond,
such mutilated Bond shall first be surrendered to the City and,
in the case of any lost, stolen or destroyed Bond, there shall
first be furnished to the City and the Registrar evidence of such
loss, theft , or destruction satisfactory to the City and the
Registrar , together with indemnity satisfactory to them. In the
event any such Bond shall be about to mature or have matured or
have been called for redemption, instead of issuing a duplicate
Bond, the City may direct the Paying Agent to pay the same with-
out surrender thereof . The City and Registrar may charge the
Holder of such Bonds their reasonable fees and expenses in con-
nection with this transaction. Any Bond surrendered for replace-
ment shall be cancelled in the same manner as provided in Section
205 hereof .
Any such duplicate Bonds issued pursuant to this Section
shall constitute additional contractual obligations on the part
of the City, whether or not the lost , stolen or destroyed Bonds
be at any time found by anyone, and such duplicate Bonds shall be
entitled to equal and proportionate benefits and rights as to
lien on and source and security for payment from the Pledged
Funds, with all other Bonds issued hereunder .
SECTION 207. PREPARATION OF DEFINITIVE BONDS; TEMPORARY
BONDS. Unless otherwise specified by the City in subsequent
proceedings , the definitive Bonds of each Series shall be litho-
graphed or printed. Until the definitive Bonds are prepared, the
Mayor and City Clerk may execute and the Registrar may authenti-
cate, in the same manner as is provided in Section 204 , and
deliver , in lieu of definitive Bonds , but subject to the same
provisions, limitations and conditions as the definitive Bonds ,
one or more printed, lithographed or typewritten temporary fully
registered Bonds, substantially of the tenor of the definitive
Bonds in lieu of which such temporary Bond or Bonds are issued,
in authorized denominations or any whole multiples thereof , and
with such omissions, insertions and variations as may be appro-
priate to such temporary Bonds . The City at its own expense
shall prepare and execute and, upon the surrender at the corpo-
rate trust office of the Registrar of such temporary Bonds for
which no payment or only partial payment has been provided, the
Registrar shall authenticate and, without charge to the Holder
thereof, deliver in exchange therefor , at the principal corporate
trust office of the Registrar , definitive Bonds of the same
aggregate principal amount, Series and maturity as the temporary
Bonds surrendered. Until so exchanged, the temporary Bonds shall
in all respects be entitled to the same benefits and security as
definitive Bonds issued pursuant to this Resolution.
SECTION 208. FORM OF BONDS. The text of the Bonds shall be
of the tenor set forth in Exhibit B to this Resolution, with such
omissions, insertions and variations as may be necessary and
desirable and authorized or permitted by this Resolution or a
Mayor ' s Certificate.
[END OF ARTICLE II ]
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ARTICLE III
COVENANTS, FUNDS AND APPLICATION THEREOF
SECTION 301. BONDS NOT TO BE INDEBTEDNESS OF THE CITY. The
Bonds shall not be and shall not constitute an indebtedness of
the City, within the meaning of any constitutional, statutory or
charter provisions or limitations; but shall be payable solely,
as provided in this Resolution, from the Pledged Funds . No
holder or holders of any Bonds issued hereunder shall ever have
the right to compel the exercise of the ad valorem taxing power
of the City, or taxation in any form of any real or personal
property therein, or the application of any other funds of the
City to pay the Bonds or the interest thereon or the making of
any sinking fund or reserve payments provided for herein.
SECTION 302. BONDS SECURED BY PLEDGE OF PLEDGED FUNDS. The
payment of the principal of, interest and premium, if any, on all
of the Bonds issued hereunder and any additional parity Bonds
hereafter issued, as provided herein, shall be secured forthwith
equally and ratably by a first lien on and pledge of the Pledged
Funds. Subject to the limitations of the Excess City Share
Resolution, the Excess City Share and, solely for the purposes
provided herein, the Supplemental Revenues, in an amount
sufficient to pay the principal of and interest on the Bonds
herein authorized and to make the payments into the Sinking Fund
(hereinafter created and established) and all other payments
provided for in this Resolution, as well as moneys held in the
funds and accounts created under this Resolution (other than the
Construction Fund and the Rebate Fund) , are hereby irrevocably
pledged to the payment of the principal of and interest on the
Bonds authorized herein, and other payments provided for herein,
as the same become due and payable .
The Bonds and the obligation evidenced thereby shall not
constitute a lien upon any property of or in the City, but shall
constitute a lien only on the Pledged Funds all in the manner
provided in this Resolution.
SECTION 303. APPLICATION OF BOND PROCEEDS.
(a) All moneys received by the City from the sale of the
Series 1989 Bonds issued pursuant to this Resolution, unless
otherwise provided in a Mayor ' s Certificate shall be simulta-
neously disbursed as follows :
( 1 ) Proceeds derived from the sale of the Series
1989 Bonds equal to the accrued interest on the Series 1989
Bonds shall be deposited in the Interest Account , herein-
after created and established, and used for the purpose of
paying interest on the Series 1989 Bonds as the same becomes
due and payable.
( 2 ) Proceeds derived from the sale of the Series
1989 Bonds, together with other moneys lawfully available
therefor , if any, shall be deposited in the Cost of Issuance
Fund which is hereby created and established and used for
the purpose of paying such costs of issuance of the Series
1989 Bonds as the City shall determine are appropriate.
( 3) The balance of the proceeds derived from the
sale of the Series 1989 Bonds, together with other moneys
lawfully available therefor , if any, shall be deposited in
the Series 1989 Construction Account of the Construction
Fund, which is hereby created and established, to be held by
the City and administered by the City and the Authority.
Such proceeds and other available moneys shall be applied as
set forth in Section 303 ( c) below.
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(b) All moneys received by the City from the sale of any
Series of Bonds , other than the Series 1989 Bonds, authorized and
issued pursuant to this Resolution, unless otherwise provided by
subsequent proceedings of the City authorizing such Series of
Bonds, shall be simultaneously disbursed as follows :
( 1 ) The accrued interest, if any, derived from the
sale of Bonds shall be deposited in the Interest Account ,
hereinafter created and established, and used for the pur-
pose of paying interest on the Bonds as the same becomes due
and payable .
( 2 ) Proceeds derived from the sale of such Bonds ,
together with other moneys lawfully available therefor , if
any, shall be deposited in the Cost of Issuance Fund and
used for the purpose of paying such costs of issuance of
such Bonds as the City shall determine are appropriate .
( 3) From the proceeds of the sale of such Bonds
there may be deposited, together with other moneys lawfully
available therefor , if any, in a subaccount of the Debt
Service Reserve Account designated with the Series of Bonds
applicable thereto, hereinafter created and established, an
amount sufficient to make the amount in such subaccount of
the Debt Service Reserve Account equal to the Maximum Annual
Debt Service payable on such Series of Bonds being issued
under this Resolution; provided, however , that the City may
elect to fund the amount required to be deposited in the
Debt Service Reserve Account by the deposit of a Reserve
Account Insurance Policy or Reserve Account Letter of Credit
as provided in Section 304 ( D) hereof .
( 4 ) The balance of the proceeds derived from the
sale of such Bonds , other than Bonds issued to refund Out-
standing Bonds , together with other moneys lawfully avail-
able therefor , if any, shall be deposited in a subaccount of
the Construction Fund designated with the Series of Bonds
applicable thereto . Such proceeds and other available
moneys shall be applied by the City as set forth in Section
303 ( c) below.
( 5 ) The balance of the proceeds derived from the
sale of such Bonds issued to refund Outstanding Bonds shall
be applied to provide for the refunding of such Outstanding
Bonds to be refunded in accordance with a resolution adopted
by the Commission prior to the issuance of such Bonds .
( c) Proceeds and other moneys on deposit in the Construc-
tion Fund shall be disbursed by the City in accordance with this
subsection ( c) . Withdrawals may be made from the Construction
Fund upon receipt by the Finance Director of a written requisi-
tion executed by the duly authorized official ( i ) of the Auth-
ority, in connection with disbursements from the Series 1989
Construction Account , and ( ii ) of the City, in connection with
disbursements from any other subaccount in the Construction Fund,
specifying the purpose for which such withdrawal is to be made
and certifying that such purpose is included within the scope of
the project for which such Series of Bonds was issued and related
purposes . Such purposes may include the payment of capitalized
interest on such Bonds in such amounts as the City shall deter-
mine to be appropriate. If for any reason the moneys in the
Construction Fund, or any part thereof including any investment
earnings on deposit therein, are not necessary for , or are not
applied to the purposes provided in this Resolution for the Con-
struction Fund, then such unapplied proceeds, upon certification
of a duly authorized officer of the Authority or the City, as
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applicable, that such surplus proceeds are not needed for the
purposes of the Construction Fund, shall be applied to the
redemption or purchase or payment of principal of Outstanding
Bonds or for any other lawful purpose .
Moneys on deposit in the Construction Fund may be invested
and reinvested to the fullest extent practicable in Permitted
Investments maturing not later than such date or dates on which
such moneys will be needed for the purposes of the Construction
Fund. The earnings and investment income derived from the moneys
and investments on deposit in the Construction Fund shall be
deposited and maintained in the Construction Fund and used for
the purposes thereof .
SECTION 304. COVENANTS OF THE CITY. The City hereby cove-
nants and agrees with the holders of any and all of the Bonds
issued pursuant to this Resolution as follows :
A. TAX COVENANTS.
( 1) The City will not take any action or omit to
take any action, which action or omission, if reasonably expected
on the date of initial issuance and delivery of the Bonds , would
result in inclusion in gross income for federal income tax pur-
poses under Section 103 (a) of the Code, of interest on the
Bonds . Particularly, the City will not take any action or omit
to take any action, which action or omission, if reasonably
expected on the date of the initial issuance and delivery of the
Bonds, would have caused any of the Bonds to be "arbitrage bonds"
within the meaning of Section 148 of the Code .
( 2 ) The City shall comply with the arbitrage rebate
covenants as provided in Section 304 ( E) hereof .
B. DESIGNATED REVENUES; EXCESS CITY SHARE.
( 1 ) The City does hereby covenant that so long as
any principal of and interest on any Series of Bonds issued
pursuant to this Resolution is unpaid, or not duly provided for ,
it will not use or pledge or request the County to use or pledge
the Designated Revenues or the Excess City Share, except for the
current pledge and use thereof under the Senior Bonds Ordinance
and as provided in the Excess City Share Resolution and this
Resolution, nor repeal or amend the Excess City Share Resolution
or request the County to amend the Senior Bonds Ordinance , in any
manner which would adversely affect the priority or funds
available for payment of the Bonds or the rights of the Holders
thereof . Notwithstanding the foregoing, the City may in the
future amend the Excess City Share Resolution to permit the
issuance of additional Bonds under Section 304 (H) below on a
parity as to lien on the Excess City Share with the Series 1989
Bonds . In addition, the City shall cause the Senior Bonds
Trustee to immediately deposit the Excess City Share in the
Excess City Share Account and thereafter , in the funds and
accounts created hereunder , in accordance with the provisions of
the Senior Bonds Ordinance , the Excess City Share Resolution and
this Resolution. Nothing contained herein, however , shall
prevent the City from utilizing or pledging the Excess City Share
on a basis subordinate to the Bonds . It is hereby acknowledged
and recognized that under the provisions of the Excess City Share
Resolution, the City has created certain pledges of the Excess
City Share subordinate to the pledge thereof hereunder and that ,
subject to certain adjustments as provided therein, payments from
the Excess City Share in connection with the Series 1989 Bonds
and other obligations hereunder may not exceed One Million
Dollars ( $1 ,000 , 000 ) on a yearly basis .
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( 2 ) The City does hereby further covenant that if
the County proposes to refund the Senior Bonds , the City shall
negotiate with the County for the purpose of providing that any
terms or provisions pursuant to which refunding bonds are issued
will not have a material adverse effect on the Holders of the
Bonds issued hereunder .
C. PUBLIC SERVICE TAX; SUPPLEMENTAL REVENUES. The City
does hereby covenant that so long as any principal of and
interest on any Series of Bonds issued pursuant to this
Resolution is unpaid, or not duly provided for , it will not use
or pledge the Public Service Tax or the Supplemental Revenues ,
except for the current pledge and use thereof in connection with
the Senior Bonds and as provided in this Resolution, nor repeal
or amend the Public Service Tax Ordinance in any manner which
would adversely affect the priority or payment of the Bonds or
the rights of the Holders thereof . Notwithstanding the forego-
ing, nothing shall prevent the City from ( i ) further pledging the
Public Service Tax on a parity or subordinate basis to the Bonds
without limitation or ( ii ) utilizing the Public Service Tax for
other purposes without limitation; provided, however , that while
the Supplemental Revenues are necessary to meet any funding
requirements under Section 304 (D) ( 3 ) hereunder , except for the
use thereof in connection with the Senior Bonds or any pledges on
a parity with the pledge hereunder , the Public Service Tax shall
only be used on a monthly basis for other purposes after satisfy-
ing the applicable monthly funding requirement under Section
304 (D) ( 3 ) hereunder .
D. DISPOSITION OF EXCESS CITY SHARE AND SUPPLEMENTAL
REVENUES. There is hereby created and established the
"Convention Development Tax Sinking Fund" ( hereinafter referred
to as the "Sinking Fund" ) . There are also hereby created four
( 4 ) separate accounts in the Sinking Fund to be known as the
"Interest Account , " the "Principal Account , " the "Bond Redemption
Account" and the "Debt Service Reserve Account . " There is also
hereby created a subaccount in the Debt Service Reserve Account
to be known as the "Series 1989 Debt Service Reserve Subaccount . "
The Sinking Fund and the accounts and subaccounts therein shall
be held and administered by the Trustee .
The City shall cause the Senior Bonds Trustee to transfer
the Excess City Share on deposit in the Excess City Share Account
only in the following manner and subject to the limitations of
the Excess City Share Resolution:
( 1 ) The Excess City Share shall first be used, to
the full extent necessary, for deposit into the Interest
Account in the Sinking Fund, on or before the first ( 1st )
day of each month, beginning with the first ( 1st ) day of the
seventh ( 7th) full calendar month preceding each Interest
Payment Date, of such sums as shall be sufficient to pay
one-sixth ( 1/6th) of the interest becoming due on the Bonds
on the next semi-annual Interest Payment Date; provided,
however , that such monthly deposits for interest shall not
be required to be made into the Interest Account to the
extent that money on deposit therein is sufficient for such
purpose and, provided further , that in the event the City
has issued additional parity Variable Rate Bonds pursuant to
the provisions of this Resolution, the Excess City Share
shall be deposited at such other or additional times and
amounts as necessary to pay the interest becoming due on the
Variable Rate Bonds on the next Interest Payment Date, all
in the manner provided in the supplemental resolution
authorizing such additional parity Variable Rate Bonds or in
a resolution determining the details of Variable Rate Bonds
that have been authorized but unissued.
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In the event the City shall hereafter issue Variable
Rate Bonds , the amount required to be deposited in the
Interest Account for the payment of interest on such Vari-
able Rate Bonds shall be calculated as of the first day of
each Fiscal Year and shall be based upon one hundred ten per
centum ( 110% ) of the greater of ` 1 ) the average daily inter-
est rate on such Variable Rate Bonds during the preceding
Fiscal Year , or ( ii ) the actual rate of interest applicable
to such Variable Rate Bonds on the date of calculation.
The Trustee shall , on each Interest Payment Date,
transfer to the Paying Agent moneys in an amount equal to
the interest due on such Interest Payment Date. In the
event of any deficiency in the amount available to be so
transfe:red the Trustee shall give appropriate notice , as
required, to provide for the payment of such deficiency from
any Reserve Account Insurance Policy or Reserve Account
Letter of Credit on deposit in the Debt Service Reserve
Account . In connection with the Series 1989 Reserve Account
Insurance Policy, such notice shall be given to the Series
1989 Bond Insurer at least two ( 2 ) business days prior to
each Interest Payment Date in which there is to be a
deficiency.
In the event that the period to elapse between the
date of the delivery of the Bonds and the next semi-annual
interest payment date will be other than seven ( 7 ) months ,
then such monthly payments shall be adjusted to provide the
required interest amount becoming due and payable on the
next interest payment date .
( 2 ) (a) The Excess City Share shall next be used,
to the full extent necessary for deposit in the Principal
Account in the Sinking Fund, on or before the first ( 1st )
day of each month in each year , of one-sixth ( 1/6th) of the
principal amount of Serial Bonds which will mature and
become due on such semi-annual maturity dates and one-
twelfth ( 1/12th) of the principal amount of Serial Bonds
which will mature and become due on such annual maturity
dates , beginning on such dates as shall cause to be on
deposit in such Principal Account the principal amount of
Serial Bonds which will mature and become due on such
maturity dates by the first ( 1st ) day of the full calendar
month immediately preceding the maturity dates; provided,
however , that such monthly deposits for principal shall not
be required to be made into the Principal Account to the
extent that money on deposit therein is sufficient for such
purpose .
The Trustee shall , on each principal payment date,
transfer to the Paying Agent moneys in an amount equal to
the principal due on such principal payment date . In the
event of any deficiency in the amount available to be so
transferred the Trustee shall give appropriate notice , as
required, to provide for the payment of such deficiency from
any Reserve Account Insurance Policy or Reserve Account
Letter of Credit on deposit in the Debt Service Reserve
Account . In connection with the Series 1989 Reserve Account
Insurance Policy, such notice shall be given to the Series
1989 Bond Insurer at least two ( 2 ) business days prior to
each principal payment date in which there is to be a
deficiency.
In the event the period to elapse between the date of
delivery of the Bonds and the next principal payment date
will be other than seven ( 7 ) months , in the case of Serial
- 25 -
Bonds which mature semi-annually, or thirteen ( 13 ) months ,
in the case of Serial Bonds which mature annually, then such
monthly payments shall be increased or decreased, as appro-
priate, in sufficient amounts to provide the required prin-
cipal amount maturing on the flex: principal payment date.
Any monthly payment of the Excess City Share to be deposited
as set forth above for the purpose of meeting payments of
principal of the Bonds , shall be adjusted, as appropriate,
to reflect the frequency of principal payments applicable to
such Series .
(b) The Excess City Share shall next be used,
to the full extent necessary, for deposit into the Bond
Redemption Account in the Sinking Fund, on or before the
first ( 1st ) day of each month in each year , of such Amorti-
zation Requirements as may be required for the payment of
the Term Bonds payable from the Bond Redemption Account , as
shall hereafter be determined by subsequent proceedings of
the City; such deposits to begin on such dates as shall
cause to be on deposit in such Bond Redemption Account the
full Amortization Requirements for the applicable Term Bonds
by the first ( 1st ) day of the full calendar month immedi-
ately preceding the redemption date .
The moneys in the Bond Redemption Account shall
be used solely for the purchase or redemption of the Term
Bonds payable therefrom. The City may at any time purchase
any of said Term Bonds at prices not greater than the then
redemption price of said Term Bonds . If the Term Bonds are
not then redeemable , the City may purchase said Term Bonds
at prices not greater than the redemption price of such Term
Bonds on the next ensuing redemption date . The City shall
be mandatorily obligated to use any moneys in the Bond
Redemption Account for the redemption prior to maturity of
such Term Bonds in such manner and at such times as shall be
determined by subsequent proceedings of the City. If , by
the application of moneys in the Bond Redemption Account ,
the City shall purchase or call for redemption in any year
Term Bonds in excess of the Amortization Requirements for
such year , such excess of Term Bonds so purchased or
redeemed shall be credited in such manner and at such times
as the Finance Director shall determine over the remaining
payment dates .
The Trustee shall , on each mandatory redemption
date, transfer to the Paying Agent moneys in an amount
sufficient to provide for the redemption of the Term Bonds
required to be redeemed on such redemption date . In the
event of any deficiency in the amount available to be so
transferred the Trustee shall give appropriate notice, as
required, to provide for the payment of such deficiency from
any Reserve Account Insurance Policy or Reserve Account
Letter of Credit on deposit in the Debt Service Reserve
Account . In connection with the Series 1989 Reserve Account
Insurance Policy, such notice shall be given to the Series
1989 Bond Insurer at least two ( 2 ) business days prior to
each redemption date in which there is to be a deficiency .
No distinction or preference shall exist in the
use of the moneys on deposit in the Excess City Share
Account for payment into the Interest Account , the Principal
Account and the Bond Redemption Account, such accounts being
on a parity with each other as to payment from the Excess
City Share Account .
( 3 ) The Excess City Share shall next be used, to the
full extent necessary, for deposit into the Series 1989 Debt
Service Reserve Subaccount and other subaccounts created in
•
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connection with any other Series of Bonds issued pursuant to
this Resolution, all under the Debt Service Reserve Account ,
without priority of one subaccount over another , on or
before the first ( 1st ) day of each month in each year ,
beginning with respect to each Series of Bonds with the
first ( 1st) day of the :first full calendar month following
the date on which such Series of Bonds are delivered to the
purchaser thereof , such sums as shall be at least sufficient
to pay an amount equal to one-twentyfourth ( 1/24th) of the
difference between the amount , if any, on deposit in each
subaccount ( including any Reserve Account Insurance Policy
or Reserve Account Letter of Credit ) on the date of issuance
of the Series of Bonds to which such subaccount relates and
the Maximum Annual Debt Service for such Series of Bonds ,
and, provided, further , that no payments shall be required
to be made into any subaccount whenever and as long as the
amount deposited therein ( including any Reserve Account
Insurance Policy or Reserve Account Letter of Credit ) shall
be equal to the Maximum Annual Debt Service for the Series
of Bonds to which such subaccount relates .
Notwithstanding the foregoing provisions , in lieu of
or in substitute for the required deposits hereunder
( including existing deposits ) into the Debt Service Reserve
Account, and so long as the Series 1989 Bonds are insured by
the Series 1989 Bond Insurance Policy with the prior consent
of the Series 1989 Bond Insurer , the City may cause to be
deposited into any subaccount for any Series of Bonds in the
Debt Service Reserve Account a Reserve Account Insurance
Policy or a Reserve Account Letter of Credit for the benefit
of the holders of the Bonds of such Series in an amount
equal to the difference between the Maximum Annual Debt
Service for the Bonds of such Series Outstanding and the
sums then on deposit in such subaccount , if any, which
Reserve Account Insurance Policy or Reserve Account Letter
of Credit shall be payable or available to be drawn upon, as
the case may be, (upon the giving of notice as required
thereunder ) on any Interest Payment Date on which a
deficiency exists which cannot be cured by all moneys in any
fund or account , including the applicable subaccount
hereunder , held pursuant to this Resolution and available
for such purpose . If a disbursement is made under a Reserve
Account Insurance Policy or Reserve Account Letter of
Credit , the City shall be obligated to either reinstate the
maximum limits of such Reserve Account Insurance Policy or
Reserve Account Letter of Credit within twenty-four ( 24 )
months following such disbursement or to deposit into the
applicable subaccount in the Debt Service Reserve Account ,
as provided in the next paragraph, funds in the amount of
the disbursements made under such Reserve Account Insurance
Policy or Reserve Account Letter of Credit , or a combination
of such alternatives as shall equal the Maximum Annual Debt
Service for the Bonds of the applicable Series
Outstanding . Concurrently, with the delivery of the Series
1989 Bonds , the City is causing to be deposited in the
Series 1989 Debt Service Reserve Subaccount , the Series 1989
Reserve Account Policy .
In the event that any moneys shall be withdrawn from a
subaccount of the Debt Servic Reserve Account for payments
into the Interest Account , Principal Account and Bond
Redemption Account , such withdrawals shall be subsequently
restored in the manner described in the first paragraph of
this clause ( 3) from the Excess City Share available after
all required payments have been made into the Interest
Account , Principal Account and Bond Redemption Account ,
including any deficiencies for prior payments unless
- 27 -
restored by the reinstatement of the maximum limits of a
Reserve Account Insurance Policy or Reserve Account Letter
of Credit (without priority of one subaccount over another
subaccount) .
In the event that a Reserve Account Insurance Policy
or Reserve Account Letter of Credit shall be drawn upon, the
related payment obligations to the issuer of such policy or
letter of credit shall be paid, after all required payments
have been made to the Principal Account , Interest Account
and Bond Redemption Account , including any deficiencies for
prior payments, in accordance with the terms of any
agreement between the City and such issuer , on a parity and
a pro-rata basis with all other obligations payable under
this clause ( 3) to other issuers of any Reserve Account
Letter of Credit or Reserve Account Insurance Policy and
funding requirements to the different subaccounts
established for each Series of Bonds but prior to making any
cash deposit to the subaccount to which such policy or
letter of credit relates . In connection with the Series
1989 Bonds Reserve Account Insurance Policy, any draw and
related expenses and interest (as described in the Series
1989 Reserve Account Insurance Policy Agreement ) shall be
reimbursed in twenty-four equal monthly payments , commencing
on the first month following each draw.
If, at any time, the Excess City Share available for
deposit in the Debt Service Reserve Account is insufficient
to meet the required deposit and payments hereunder , the
City shall transfer to the Trustee for deposit into the
applicable subaccounts of the Debt Service Reserve Account
sufficient Supplemental Revenues to meet such required
deposit and payments.
Moneys in each subaccount of the Debt Service Reserve
Account and Reserve Account Insurance Policies and Reserve
Account Letters of Credit in each subaccount of the Debt
Service Reserve Account available to be drawn hereunder
shall be used only for the purpose of making payments of
principal of and interest on the Series of Bonds to which
such subaccount relates and only when all moneys in any
other fund or account held pursuant to this Resolution and
available for such purpose are insufficient therefor .
Moneys in each such subaccount shall also be used to make
payments to the issuers of Reserve Account Insurance
Policies and Reserve Account Letters of Credit relating to
each such subaccount as described above . All cash on
deposit in any such subaccount shall be utilized prior to
drawing under a Reserve Account Insurance Policy or Reserve
Account Letter of Credit .
Any moneys in any subaccount of the Debt Service
Reserve Account in excess of the Maximum Annual Debt Service
for the applicable Series of Bonds Outstanding may, in the
discretion of the City, be transferred to and deposited in
the Interest Account , the Principal Account or the Bond
Redemption Account as the City at its option may determine .
The Debt Service Reserve Account shall be valued at
least once in each Fiscal Year and the value of securities
on deposit therein shall be the lower of par , or if pur-
chased at other than par , amortized value. Amortized value,
when used with respect to securities purchased at a premium
above or a discount below par , shall mean the value at any
given date obtained by dividing the total premium or dis-
count at which such securities were purchased by the number
of interest payment dates remaining to maturity on such sec-
urities after such purchase and by multiplying the amount so
calculated by the number of interest payment dates having
28 -
passed since the date of purchase; and ( i ) in the case of
securities purchased at a premium, by deducting the product
thus obtained from the purchase price, and ( ii ) in the case
of securities purchased at a discount, by adding the product
thus obtained to the purchase price.
( 4) Thereafter , the balance of the Excess City Share
remaining in the Excess City Share Account shall, subject to
Section 304(A) , be used by the City for any lawful purposes ,
including reimbursing itself for any Supplemental Revenues
used pursuant to paragraph ( 3 ) above, all in accordance with
the Interlocal Agreement , the Senior Bonds Ordinance and the
Excess City Share Resolution; provided, however , that ,
subject to the provisions of the Excess City Share
Resolution, none of such Excess City Share shall ever be
used for the purposes provided in this paragraph ( 4 ) unless
all payments required in paragraphs ( 1 ) through ( 3 ) above ,
including any deficiencies for prior payments and any
amounts due to the issuer of any Reserve Account Insurance
Policy or Reserve Account Letter of Credit, have been made
in full to the date of such use .
Notwithstanding anything in Section 304 (D) ( l ) & ( 2 ) to the
contrary, failure to make the scheduled payments specified
therein shall not constitute a breach of the City ' s obligations
under this Resolution so long as , on the date that any interest
or principal payment is due on the Bonds, monies sufficient to
make such payment are on deposit in the Interest Account , Princi-
pal Account or Bond Redemption Account , as the case may be . If
the amounts deposited in any month pursuant to such sections
shall be less than the amounts required, the requirement shall be
cumulative and the amount of the 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.
Notwithstanding the foregoing or any other provision herein
to the contrary, if any amount applied to the payment of princi-
pal of and premium, if any, and interest on the Bonds that would
have been paid from an account in the Sinking Fund, is paid
instead under a Credit Facility or a Liquidity Facility, amounts
deposited in such relevant account may be paid, to the extent
required, to the issuer of the Credit Facility or Liquidity
Facility having therefore made said corresponding payment .
E. REBATE FUND. There is hereby created and established
the "Rebate Fund" which fund shall be maintained with the Trustee
separate and apart from all other funds and accounts held by the
Trustee or the City. Notwithstanding anything in this Resolution
to the contrary, the City shall transfer or cause to be trans-
ferred the amounts required to be transferred in order to comply
with the arbitrage rebate covenants contained in a certificate to
be executed and delivered by the City in connection with the
issuance of each Series of Bonds . The City shall cause the
Trustee to make payments from the Rebate Fund of amounts required
to be deposited therein to the United States of America in the
amounts and at the times required by such arbitrage rebate cov-
enants. The City covenants for the benefit of the Bondholders
that it will comply with the requirements of the arbitrage rebate
covenants . There shall be excluded from the pledge and lien of
this Resolution the Rebate Fund, together with all moneys and
securities from time to time held therein and all investment
earnings derived therefrom. The City shall not be required to
comply with the requirements of this Section 304 (E) in the event
that the City obtains an opinion of nationally recognized bond
counsel that ( i ) such compliance is not required in order to
maintain the exclusion from gross income for Federal income tax
- 29 -
purposes of interest on the Bonds and/or ( ii ) compliance with
some other requirement is necessary to maintain the exclusion
from gross income for Federal income tax purposes of interest on
the Bonds .
F. INVESTMENT OF FUNDS. The Sinking Fund, including the
Interest Account , Principal Account, Bond Redemption Account and
Debt Service Reserve Account, and all subaccounts therein, and
the Cost of Issuance Fund and all other special funds (other than
the Construction Fund and the Rebate Fund) created and
established by this Resolution shall constitute trust funds in
favor of the Bondholders and shall be invested at the direction
of the City as provided in this Section 304(F) .
Moneys on deposit in the Interest Account , Principal
Account, Bond Redemption Account and Cost of Issuance Fund may be
invested in Permitted Investments maturing not later than the
dates on which such moneys will be needed for the purposes of
such fund or account .
Moneys on deposit in the Debt Service Reserve Account and
each subaccount therein may be invested in Permitted Investments
maturing not later than the final maturity of any of the Bonds .
All income and earnings received from the investment and
reinvestment of Bond moneys in the Interest Account, the Princi-
pal Account and the Redemption Account in the Sinking Fund shall
be retained in the respective accounts and applied as a credit
against the obligation of the City to transfer moneys from the
Excess City Share Account to such accounts pursuant to Section
304 (D) ( l) and Section 304 (D) ( 2) (a) and Section 304 (D) ( 2 ) (b) of
this Resolution, respectively.
All income and earnings received from the investment and
reinvestment of moneys in each subaccount of the Debt Service
Reserve Account in the Sinking Fund shall be retained in such
subaccount of the Debt Service Reserve Account and applied as a
credit against the obligation of the City to transfer moneys to
such subaccount , unless the amount in such subaccount shall
exceed the Maximum Annual Debt Service on the applicable Series
of Bonds, in which event such excess may be applied in the manner
set forth for excess amounts in the Debt Service Reserve Account ,
as described in Section 304 (D) ( 3 ) .
All income and earnings received from the investment and
reinvestment of moneys in the Cost of Issuance Fund shall be
transferred to the Interest Account .
For the purpose of investing or reinvesting , the City and
the Trustee may commingle moneys in the funds and accounts cre-
ated and established hereunder (other than the Rebate Fund) in
order to achieve greater investment income; provided that the
City and the Trustee shall separately account for the amounts so
commingled. The amounts required to be accounted for in each of
the funds and accounts designated herein (other than the Rebate
Fund) may be deposited in a single bank account provided that
adequate accounting procedures are maintained to reflect and con-
trol the restricted allocations of the amounts on deposit therein
for the various purposes of such funds and accounts as herein
provided.
G. ISSUANCE OF OTHER OBLIGATIONS PAYABLE OUT OF PLEDGED
FUNDS. Except as otherwise permitted in this Resolution, the
City will not issue any other obligations payable from all or a
portion of the Pledged Funds, nor voluntarily create or cause to
be created any debt , lien, pledge, assignment, encumbrance or any
other charge having priority to or being on a parity with the
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lien of the Bonds issued pursuant to this Resolution and the
interest thereon, upon any of the Pledged Funds ; provided that
the City may enter into agreements with issuers of Credit
Facilities and Liquidity Facilities which involve liens on the
Pledged Funds on a parity with that of the Series of Bonds or
portion thereof which is supported by such Credit Facilities or
Liquidity Facilities . Any other obligations payable from all or
a portion of the Pledged Funds , in addition to the Bonds author-
ized by this Resolution or additional parity Bonds issued under
the terms, restrictions and conditions contained in this Resolu-
tion and additional parity obligations secured by the Public
Service Tax as provided in Section 304 (C) hereof , shall provide
that such obligations are junior and subordinate in all respects
to the Bonds issued pursuant to this Resolution as to lien on and
source and security for payment from the Pledged Funds and in all
other respects . The City hereby further covenants not to request
the County to issue additional Senior Bonds under the Senior
Bonds Ordinance. Nothing in this Resolution shall be deemed to
prohibit the City from entering into currency swaps or other
arrangements for hedging interest rates on any indebtedness .
H. ISSUANCE OF ADDITIONAL PARITY BONDS. No additional
parity Bonds, as in this subsection defined, payable on a parity
with Bonds issued pursuant to this Resolution out of Pledged
Funds shall be issued after the issuance of any Bonds pursuant to
this Resolution unless ( i ) they are permitted to be issued under
the Excess City Share Resolution, as the same may be amended from
time, and ( ii ) the following, among other conditions , are
complied with:
( 1 ) The City must be current in all deposits into
the various funds and accounts and all payments theretofore
required to have been deposited or made by it under the pro-
visions of this Resolution and the City must be currently in
compliance with the covenants and provisions of this Resolu-
tion and any supplemental resolution hereafter adopted for
the issuance of additional parity Bonds ; unless upon the
issuance of such additional parity Bonds the City will be in
compliance with all such covenants and provisions .
( 2 ) A subaccount of the Debt Service Reserve Account
designated with the Series of Bonds being issued has been
created by the City with the Trustee to be funded with the
proceeds of such Bonds or as provided in Section 304 (D) ( 3 )
hereof .
( 3 ) The amount of the Excess City Share during the
immediately preceding Fiscal Year or any twelve ( 12 )
consecutive months selected by the City of the eighteen ( 18)
months immediately preceding the issuance of said additional
parity Bonds , as certified by an independent certified
public accountant , was at least equal to the greater of ( i )
one hundred fifty percent ( 150% ) of the Maximum Annual Debt
Service on (A) the Bonds originally issued pursuant to this
Resolution and then Outstanding , (B) any additional parity
Bonds theretofore issued and then Outstanding, and (C) the
additional parity Bonds then proposed to be issued or ( ii )
one hundred percent ( 100%) of (x) the Maximum Annual Debt
Service on (A) the Bonds originally issued pursuant to this
Resolution and then Outstanding (B) any additional parity
Bonds theretofore issued and then Outstanding and (C) the
additional parity Bonds then proposed to be issued plus (y)
an amount equal to the payment obligations due any issuer of
a Reserve Account Insurance Policy or Reserve Account Letter
of Credit during the twelve consecutive months following the
month of issuance of the Bonds .
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( 4) The City need not comply with subparagraph ( 3)
of this paragraph in the issuance of additional parity Bonds
if and to the extent the Bonds to be issued are refunding
Bonds, that is, delivered in lieu of or in substitution for
Bonds originally issued under this Resolution or previously
issued additional parity Bonds , if the City shall cause to
be delivered a certificate of the Finance Director of the
City setting forth ( i ) the Maximum Annual Debt Service (A)
with respect to the Bonds of all Series Outstanding immedi-
ately prior to the date of authentication and delivery of
such refunding Bonds , and (B) with respect to the Bonds of
all Series to be Outstanding immediately thereafter , and
( ii) that the Maximum Annual Debt Service set forth pursuant
to (B) above is no greater than that set forth pursuant to
(A) above.
Simultaneously with the delivery of any Bonds issued
pursuant to Sections ( 3 ) and ( 4 ) above for the purpose of
refunding any Bonds issued under this Resolution, the City
may withdraw from the Sinking Fund amounts theretofore
deposited which are allocable to the Bonds being refunded
and shall transfer said amounts in accordance with the reso-
lution providing for the issuance of the refunding Bonds,
provided that after such withdrawal the City shall be in
compliance with the provisions of this Resolution.
The term "additional parity Bonds" as used in this
Resolution shall be deemed to mean additional obligations
evidenced by Bonds issued upon the provisions and within the
limitations of this subsection payable from the Pledged
Funds on a parity with Bonds originally authorized and
issued pursuant to this Resolution. Such Bonds shall be
deemed to have been issued pursuant to this Resolution the
same as the Bonds originally authorized and issued pursuant
to this Resolution and all of the covenants and other pro-
visions of this Resolution ( except as to details of such
Bonds evidencing such additional parity obligations incon-
sistent therewith) , shall be for the equal benefit , protec-
tion and security of the holders of any Bonds originally
authorized and issued pursuant to this Resolution and the
holders of any Bonds evidencing additional obligations sub-
sequently issued within the limitations of and in compliance
with this subsection. All of such Bonds, regardless of the
time or times of their issuance shall rank equally with
respect to their lien on the Pledged Funds and their sources
and security for payment therefrom without preference of any
Bonds over any other .
The term "additional parity Bonds" as used in this
Resolution shall not be deemed to include bonds, notes, cer-
tificates or other obligations subsequently issued in accor-
dance with this Resolution, the lien of which on the Pledged
Funds is subject to the prior and superior lien on the
Pledged Funds of Bonds .
I. BOOKS AND RECORDS. The City will keep separately
identifiable accounting records for the receipt of the Pledged
Funds by the use of funds established in accordance with gener-
ally accepted accounting principles , and any holder of a Bond or
Bonds issued pursuant to this Resolution, shall have the right at
all reasonable times to inspect all records , accounts and data of
the City relating thereto.
The City shall promptly after the close of each Fiscal Year
cause the books, records and accounts relating to the Pledged
Funds for such Fiscal Year to be properly audited by a qualified,
recognized and nationally known independent firm of certified
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public accountants and shall file the report of such certified
public accountants in the office of the Finance Director of the
City, and shall mail upon request, and make available generally,
said report, or a reasonable summary thereof , to any holder or
holders of Bonds issued pursuant to this Resolution.
Such audited books, records and accounts shall contain the
statements required by generally accepted accounting principles
applicable to governmental entities, and a certificate of such
certified public accountants disclosing any breach on the part of
the City of any covenant herein.
J. NO IMPAIRMENT OF CONTRACT. The City has full power
and authority to irrevocably pledge the Pledged Funds to the pay-
ment of the principal of and interest on the Bonds . The pledge
of such Pledged Funds, in the manner provided herein, shall not
be subject to repeal, modification or impairment by any subse-
quent resolution, ordinance or other proceedings of the City so
long as any Bonds are Outstanding hereunder . The City shall take
all actions necessary and pursue such legal remedies which may be
available to it either in law or in equity to prevent or cure any
impairment by any entity other than the City within the meaning
of this subsection.
K. REMEDIES. Any Holder of Bonds issued under the provi-
sions of this Resolution or the Trustee acting for such Bond-
holders, may either at law or in equity, by suit , action, man-
damus or other proceedings in any court of competent jurisdic-
tion, protect and enforce any and all rights under the laws of
the State, or granted and contained in this Resolution, and may
enforce and compel the performance of all duties required by this
Resolution or by any applicable statutes to be performed by the
City or by any officer thereof . Nothing herein, however , shall
be construed to grant any Holder of such Bonds any lien on any
property of or within the corporate boundaries of the City,
except as provided herein. No Holder of Bonds , however , shall
have any right in any manner whatever to affect adversely, or
prejudice the security of this Resolution or to express any right
hereunder except in the manner herein provided, and all proceed-
ings at law or in equity shall be instituted and maintained for
the benefit of all Holders of Bonds .
The Holder or Holders of Bonds in an aggregate principal
amount of more than twenty per centum ( 20% ) of Bonds issued under
this Resolution then Outstanding may by a duly executed certi-
ficate in writing request the Trustee to represent such Bond-
holders in any legal proceedings for the enforcement and protec-
tion of the rights of such Bondholders . Such certificate shall
be executed by such Bondholders or their duly authorized attor-
neys or representatives , and shall be filed in the office of the
Finance Director of the City.
Notwithstanding anything in this Resolution to the contrary,
so long as the issuer of a Credit Facility or a Liquidity Facil-
ity shall not be in default in its payment obligations under such
Credit Facility or a Liquidity Facility, said issuer shall be
deemed to be the holder of all Bonds so secured for all purposes
of this Section 304 (K) and shall be entitled to ( i ) notify the
Trustee of the occurrence of a default hereunder , ( ii ) request
the Trustee to intervene in judicial proceedings that affect the
Bonds it secures and ( iii ) receive immediate notice from the
Trustee of any payment default and notice of any other default
known to the Trustee within thirty ( 30 ) days of the Trustee ' s
knowledge thereof . The Trustee is hereby required to accept
notice of default from the Series 1989 Bond Insurer .
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In addition, any issuer of a Reserve Account Insurance
Policy or Reserve Account Letter of Credit who has not been paid
or reimbursed in accordance with the provisions of this
Resolution may exercise any remedies available at law provided,
however , that such issuer may not exercise any remedies which
would adversely affect the Holders of the Bonds .
L. ENFORCEMENT OF COLLECTIONS. The City will diligently
enforce and collect the Designated Revenues and the Public
Service Tax and will take all steps , actions and proceedings for
the enforcement and collection of such Designated Revenues and
the Public Service Tax which shall become delinquent to the full
extent permitted or authorized by applicable laws and regula-
tions .
M. DISCHARGE AND SATISFACTION OF BONDS. The covenants,
liens and pledges entered into, created or imposed pursuant to
this Resolution may be fully discharged and satisfied with
respect to all or a portion of the Bonds in any one or more of
the following ways :
( 1) by paying the principal of and interest and
premium, if any, on such Bonds when the same shall become
due and payable; or
( 2 ) by depositing in the Interest Account , the Prin-
cipal Account and the Bond Redemption Account and/or in such
other accounts which are irrevocably pledged to the payment
of Bonds as the City may hereafter create and establish by
resolution, certain moneys which together with other moneys
lawfully available therefor , if any, shall be sufficient at
the time of such deposit to pay when due the principal ,
redemption premium, if any, and interest due and to become
due on said Bonds on or prior to the redemption date or mat-
urity date thereof; or
( 3 ) by (a) depositing in the Interest Account , the
Principal Account and the Bond Redemption Account and/or
such other accounts which are irrevocably pledged to the
payment of Bonds as the City may hereafter create and estab-
lish by resolution, moneys which together with other moneys
lawfully available therefor when invested in such Defeasance
Obligations which shall not be subject to redemption prior
to their maturity other than at the option of the holder
thereof, will provide moneys which shall be sufficient to
pay when due the principal , redemption premium, if any, and
interest due and to become due on said Bonds on or prior to
the redemption date or maturity date thereof and (b) in the
case of the discharge of the Series 1989 Bonds and so long
as the Series 1989 Bonds are insured by the Series 1989 Bond
Insurance Policy, delivering to the Trustee a verification
report of a nationally recognized certified public account-
ant as to the adequacy of such deposit , together with
investment earnings thereon, to pay when due the principal ,
redemption premium, if any, and interest due or to become
due on or prior to the redemption date or maturity date of
the Series 1989 Bonds .
Upon such payment or deposit in the amount and manner
provided in this Section 304 (M) , Bonds shall be deemed to be
paid and shall no longer be deemed to be Outstanding for the
purposes of this Resolution and all liability of the City
with respect to said Bonds shall cease, terminate and be
completely discharged and extinguished, and the Holders
thereof shall be entitled for payment solely out of the
moneys or securities so deposited; provided that in the
event said Bonds do not mature and are not to be redeemed
- 34 -
within the next succeeding sixty ( 60 ) days , the City shall
have given the Registrar irrevocable instructions to give,
as soon as practicable, a notice to the Holders of said
Bonds by first-class mail , postage prepaid, stating that the
deposit of said moneys or Defeasance Obligations has been
made with an appropriate fiduciary institution acting as
escrow agent solely for the Holders of said Bond and other
Bonds being def eased, and that said Bonds are deemed to have
been paid in accordance with this Section and stating such
maturity or redemption date upon which moneys are to be
available for the payment of the principal of and premium,
if any, and interest on said Bonds .
( 4) As to Variable Rate Bonds , whether discharged
and satisfied under the provisions of subsection ( 1 ) , ( 2 ) or
( 3) above, the amount required for the interest thereon
shall be calculated at the maximum rate permitted by the
terms of the provisions which authorized the issuance of
such Variable Rate Bonds; provided however , that if on any
date, as a result of such Variable Rate Bonds having borne
interest at less than such maximum rate for any period, the
total amount of moneys and Defeasance Obligations on deposit
for the payment of interest on such Variable Rate Bonds is
in excess of the total amount which would have been required
to be deposited on such date in respect of such Variable
Rate Bonds in order to fully discharge and satisfy such
Bonds pursuant to the provisions of this Section, the City
may use the amount of such excess free and clear of any
trust , lien, security interest, pledge or assignment secur-
ing said Variable Rate Bonds or otherwise existing under
this Resolution.
( 5 ) Notwithstanding any of the provisions of this
Resolution to the contrary, Put Bonds and Extendible Matur-
ity Bonds may only be fully discharged and satisfied either
pursuant to subsection ( 1 ) above or by depositing in the
Interest Account , the Principal Account and the Bond Redemp-
tion Account , or in such other accounts which are irrevoc-
ably pledged to the payment of the Put Bonds as the City may
hereafter create and establish by resolution, moneys which
together with moneys lawfully available therefor , if any,
shall be sufficient at the time of such deposit to pay when
due the maximum amount of principal of and redemption pre-
mium, if any, and interest on such Put Bonds and Extendible
Maturity Bonds which could become payable to the Holders of
such Bonds upon the exercise of any options provided to the
Holders of such Bonds; provided however , that if , at the
time a deposit is made pursuant to this subsection ( 5 ) , the
options originally exercisable by the Holder of a Put Bond
are no longer exercisable, such Bond shall not be considered
a Put Bond and Extendible Maturity Bond for purposes of
this subsection ( 5 ) .
( 6 ) Notwithstanding the foregoing, all references to
the discharge and satisfaction of Bonds shall include the
discharge and satisfaction of any issue of Bonds , any por-
tion of an issue of Bonds , any maturity or maturities of an
issue of Bonds, any portion of a maturity of an issue of
Bonds or any combination thereof , provided that the provi-
sions of this subsection ( 6 ) shall not affect the require-
ments regarding Put Bonds and Extendible Maturity Bonds set
forth in subsection ( 5 ) .
In the event that the principal and redemption
price, if applicable, and interest due on the Bonds shall be
paid by the issuer of a Credit Facility or Liquidity Facil-
ity pursuant to the terms thereof or there shall be moneys
- 35 -
owing hereunder to any issuer of a Reserve Account Insurance
Policy or Reserve Account Letter of Credit , the assignment
and pledge created hereunder and all covenants , agreements
and other obligations of the City shall continue until such
issuers have been paid in full .
(7) If any portion of the moneys deposited for the
payment of the principal of and redemption premium, if any,
and interest on any portion of Bonds is not required for
such purpose, the City may use the amount of such excess
free and clear of any trust , lien, security interest , pledge
or assignment securing said Bonds or otherwise existing
under this Resolution.
N. CONCERNING THE RESERVE ACCOUNT INSURANCE POLICY, THE
RESERVE ACCOUNT LETTER OF CREDIT, CREDIT FACILITY AND/OR LIQUID-
ITY FACILITY. As long as the City shall have a Reserve Account
Insurance Policy and/or a Reserve Account Letter of Credit on
deposit in the Debt Service Reserve Account, the City covenants
that it will comply with the provisions of the Reserve Account
Insurance Policy and/or Reserve Account Letter of Credit and the
reimbursement or similar agreement with respect to the Reserve
Account Insurance Policy and/or Reserve Account Letter of Credit ,
including the Series 1989 Reserve Account Insurance Policy
Agreement .
As long as any Series of Bonds of the City are secured by a
Credit Facility or Liquidity Facility, the City covenants to com-
ply with the requirements and conditions imposed on the City by
the issuer of the Credit Facility or Liquidity Facility.
Notwithstanding anything in this Resolution to the contrary,
the rights of any issuer of a Credit Facility, Liquidity
Facility, Reserve Account Insurance Policy or Reserve Account
Letter of Credit , including the Series 1989 Bond Insurer , created
under this Resolution shall remain in full force and effect only
so long as the applicable Credit Facility, Liquidity Facility,
Reserve Account Insurance Policy or Reserve Letter of Credit ,
including the Series 1989 Bond Insurance Policy or the Series
1989 Reserve Account Insurance Policy, shall remain in effect and
the issuer of such Credit Facility or Liquidity Facility, includ-
ing the Series 1989 Bond Insurer , shall not be in default in its
payment obligations to the holders of Bonds secured by such
facility.
[ END OF ARTICLE III ]
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ARTICLE IV
CONCERNING THE FIDUCIARIES
SECTION 401. ADDITIONAL PAYING AGENTS; APPOINTMENT AND
ACCEPTANCE OF DUTIES. The City may at any time or from time to
time appoint one or more other Paying Agents having the qualifi-
cations set forth in this Article IV of this Resolution for a
successor Paying Agent; provided that nothing herein shall pre-
vent the City from appointing itself as the Paying Agent here-
under . Each Paying Agent shall signify its acceptance of the
duties and obligations imposed upon it by this Resolution by
executing and delivering to the City a written acceptance
thereof .
SECTION 402. RESPONSIBILITIES OF FIDUCIARIES. The recitals
of facts herein and in the Bonds contained shall be taken as the
statements of the City and no Fiduciary assumes any responsibil-
ity for the correctness of the same. No Fiduciary makes any rep-
resentation as to the validity or sufficiency of this Resolution
or of any Bonds issued thereunder or as to the security afforded
by this Resolution, and no Fiduciary shall incur any liability in
respect thereof. The Registrar shall, however , be responsible
for its representation contained in its certificate of authentic-
ation of the Bonds . No Fiduciary shall be under any responsibil-
ity or duty with respect to the application of any moneys paid by
such Fiduciary in accordance with the provisions of this Resolu-
tion to or upon the order of the City or any other Fiduciary. No
Fiduciary shall be under any obligation or duty to perform any
act which would involve it in expense or liability or to
institute or defend any suit in respect thereof , or to advance
any of its own moneys , unless properly indemnified. No Fiduciary
shall be liable in connection with the performance of its duties
hereunder except for its own negligence, misconduct or default .
SECTION 403 . EVIDENCE ON WHICH FIDUCIARIES MAY ACT.
(a) Each Fiduciary, upon receipt of any notice, resolu-
tion, request , consent , order , certificate, report , opinion,
bond, or other paper or document furnished to it pursuant to any
provision of this Resolution, shall examine such instrument to
determine whether it conforms to the requirements of this Resolu-
tion and shall be protected in acting upon any such instrument
believed by it to be genuine and to have been signed or presented
by the proper party or parties . Each Fiduciary may reasonably
consult with counsel , who may or may not be of counsel to the
City, and the opinion of such counsel shall be full and complete
authorization and protection in respect of any action taken or
suffered by it under this Resolution in good faith and in accor-
dance therewith.
(b) Whenever any Fiduciary shall deem it necessary or
desirable that a matter be proved or established prior to taking
or suffering any action under this Resolution, such matter ( un-
less other evidence in respect thereof be therein specifically
prescribed) may be deemed to be conclusively proved and estab-
lished by a certificate of the Mayor , City Manager or his
designee, and such certificate shall be full warrant for any
action taken or suffered in good faith under the provisions of
this Resolution upon the faith thereof; but in its discretion the
Fiduciary may in lieu thereof accept other evidence of such fact
or matter or may require such further or additional evidence as
it may deem reasonable.
(c) Except as otherwise expressly provided in this Resolu-
tion, any request, order , notice or other direction required or
permitted to be furnished pursuant to any provision thereof by
the City to any Fiduciary shall be sufficiently executed in the
name of the City by the Mayor , City Manager or designee of either
of them.
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SECTION 404. COMPENSATION. The City may agree with any
Fiduciary to pay to such Fiduciary from time to time reasonable
compensation for all services rendered under this Resolution, and
also all reasonable expenses, charges, counsel fees and other
disbursements , including those of its attorneys , agents and
employees, incurred in and about the performance of their powers
and duties under this Resolution. The City may also agree with
any Fiduciary to indemnify any Fiduciary for any and all of its
reasonable fees, costs and expenses resulting from any claim,
liability or the like incurred in and about the performance of
its powers and duties under this Resolution.
SECTION 405. CERTAIN PERMITTED ACTS. Any Fiduciary, indi-
vidually or otherwise, may become the owner of any Bonds , with
the same rights it would have if it were not a Fiduciary. To the
extent permitted by law, any Fiduciary may act as depositary for ,
and permit any of its officers or directors to act as a member
of, or in any other capacity with respect to, any committee
formed to protect the rights of Bondholders or to effect or aid
in any reorganization growing out of the enforcement of the Bonds
or this Resolution, whether or not any such committee shall rep-
resent the Holders of a majority in principal amount of the Bonds
then Outstanding .
SECTION 406. MERGER OR CONSOLIDATION. Any entity into
which any Fiduciary may be merged or converted or with which it
may be consolidated or any entity resulting from any merger , con-
version or consolidation to which it shall be a party or any
entity to which any Fiduciary may sell or transfer all or sub-
stantially all of its corporate trust business , provided such
entity shall be a bank or trust company organized under the laws
of any state of the United States or a national banking associa-
tion or shall be a successor entity to the City, if the City is
acting as fiduciary hereunder ; and shall be authorized by law to
perform all duties imposed upon it by this Resolution, shall be
the successor to such Fiduciary without the execution or filing
of any paper or the performance of any further act .
SECTION 407 . ADOPTION OF AUTHENTICATION. In case any of
the Bonds contemplated to be issued under this Resolution shall
have been authenticated but not delivered, any successor Regis-
trar may adopt the certificate of authentication of any predeces-
sor Registrar so authenticating such Bonds and deliver such Bonds
so authenticated; and in case any of the said Bonds shall not
have been authenticated, any successor Registrar may authenticate
such Bonds in the name of the predecessor Registrar , or in the
name of the successor Registrar , and in all such cases such cer-
tificate shall be fully effective .
SECTION 408. RESIGNATION OR REMOVAL OF FIDUCIARY AND
APPOINTMENT OF SUCCESSOR. Any Fiduciary may at any time resign
and be discharged of the duties and obligations created by this
Resolution by giving at least 60 days ' written notice to the
issuer of a Credit Facility or Liquidity Facility, the City, and
the other Fiduciaries . Any Fiduciary may be removed at any time
by an instrument filed with such Fiduciary and the issuer of each
Credit Facility or Liquidity Facility and signed by the Mayor ,
City Manager or his designee. Upon any such resignation or
removal, or if a Fiduciary shall become incapable of acting
hereunder or shall have been taken over by any governmental
agency, a successor Fiduciary shall be appointed by the City and
shall be, if other than the City or its successor entity, a bank
or trust company organized under the laws of any state of the
United States or a national banking association, willing and able
to accept the office on reasonable and customary terms and
authorized by law to perform all the duties imposed upon it by
this Resolution. The City shall notify the issuer of each Credit
Facility or Liquidity Facility of the appointment of any succes-
sor Fiduciary. In the event of the resignation or removal of any
Fiduciary, such Fiduciary shall pay over , assign and deliver any
moneys held by it as Fiduciary to its successor . Notwithstanding •
- 38 -
the foregoing, no resignation or removal of a Fiduciary shall
become effective until a successor has been appointed and
accepted the duties thereof .
The City shall publish notice of any appointment of a
successor Fiduciary by it made once in each week for two ( 2)
successive weeks in a daily newspaper of general circulation or a
financial journal published in the Borough of Manhattan, City and
State of New York .
At any time within one year after any such appointment of a
successor Fiduciary by the City, the Holders of a majority in
aggregate principal amount of the Bonds hereby secured and then
Outstanding, by an instrument or concurrent instruments in
writing, executed by such Bondholders or their attorneys in fact
or legal representatives and filed with the City, may appoint a
successor Fiduciary which shall supersede such Fiduciary
theretofore appointed by the City. Photostatic copies of each
such instrument shall be delivered promptly by the City to the
predecessor Fiduciary and to the Fiduciary so appointed by the
Bondholders .
If no appointment of a successor Fiduciary shall be made
pursuant to the foregoing provisions of this Section, the Holder
of any Bond Outstanding hereunder or any retiring Fiduciary may
apply to any court of competent jurisdiction to appoint a succes-
sor Fiduciary. Such court may thereupon, after such notice, if
any, as such court may deem proper and prescribe, appoint a suc-
cessor Fiduciary.
Any Fiduciary hereafter appointed, if not the City or its
successor entity, shall be a bank or trust company authorized by
law to exercise corporate trust powers and subject to examination
by federal or state authority, of good standing and having at the
time of its appointment a combined capital and surplus aggregate
not less than Fifty Million Dollars ( $50 , 000 , 000 ) .
[END OF ARTICLE IV]
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ARTICLE V
EXECUTION OF INSTRUMENTS BY BONDHOLDERS
AND PROOF OF OWNERSHIP OF BONDS
SECTION 501. PROOF OF EXECUTION OF DOCUMENTS AND OWNERSHIP.
(a) Any request, direction, consent or other instrument in
writing required by this Resolution 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
in person or by their attorneys or legal representatives
appointed by an instrument in writing. Proof of the execution of
any such instrument and of the ownership of Bonds shall be suffi-
cient for any purpose of this Resolution and shall be conclusive
in favor of any Fiduciary with regard to any action taken by it
under such instrument if made in the following manner :
( 1) The fact and date of the execution by any person
of any such instrument may be proved by the verification of
any officer in any jurisdiction who, by the laws thereof ,
has power to take affidavits within such jurisdiction, to
the effect that such instrument was subscribed and sworn to
before him, or by an affidavit of a witness to such execu-
tion. Where such execution is in behalf of a person other
than an individual, such verification shall also constitute
sufficient approval of the authority of the signor thereof .
( 2 ) The ownership of Bonds shall be proved by the
registration books required to be maintained pursuant to the
provisions of this Resolution.
Nothing contained in this Article shall be construed as
limiting any Fiduciary to such proof, it being intended that the
Fiduciary may accept any other evidence of the matters herein
stated which it may deem sufficient .
( b) If the City shall solicit from the Holders any
request , direction, consent or other instrument in writing re-
quired or permitted by this Resolution to be signed or executed
by the Holders , the City may, at its option, fix in advance a
record date for determination of Holders entitled to give each
request, direction, consent or other instrument , but the City
shall have no obligation to do so. If such a record date is
fixed, such request , direction, consent or other instrument may
be given before or after such record date, but only the Holders
of record at the close of business on such record date shall be
deemed to be Holders for the purposes of determining whether
Holders of the requisite proportion of Bonds have authorized or
agreed or consented to such request , direction, consent or other
instrument , and for that purpose the Bonds shall be computed as
of such record date.
( c) 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 any Fiduciary in pursuance of such request or consent .
[END OF ARTICLE V]
- 40 -
ARTICLE VI
MISCELLANEOUS PROVISIONS
SECTION 601. MODIFICATION OR AMENDMENT. Except as other-
wise provided below, no adverse material modification or
amendment of this Resolution, or of any resolution amendatory
hereof or supplemental hereto, may be made without the consent in
writing of the issuer of every Reserve Account Insurance Policy
or Reserve Account Letter of Credit and ( i ) the Holders of more
than fifty ( 50% ) per centum in aggregate principal amount of the
Bonds then Outstanding or ( ii ) in case less than all of the
several Series of Bonds then Outstanding are affected by the
modification or amendment , the Holders of more than fifty ( 50% )
per centum in aggregate principal amount of the Bonds of each
Series so affected and Outstanding at the time such consent is
given; provided, however , that no modification or amendment shall
permit a change in the maturity of such Bonds or a reduction in
the rate of interest thereon, or affecting the promise of the
City to pay the principal of and interest on the Bonds, as the
same mature or become due, from the Pledged Funds, or reduce the
percentage of Holders of Bonds required above for such modifica-
tion or amendment , without the consent of the Holders of all the
Bonds .
For the purposes of this Section 601, to the extent any
Series of Bonds is secured by a Credit Facility or Liquidity
Facility, then the consent of the issuer of the Credit Facility
or Liquidity Facility shall constitute the consent of the Holders
of such Series .
Any provision of this Resolution expressly recognizing or
granting rights in or to the Series 1989 Bond Insurer may not be
amended in any manner which affects the rights of the Series 1989
Bond Insurer hereunder without the prior written consent of the
Series 1989 Bond Insurer . The consent of the Series 1989 Bond
Insurer shall be required in addition to Bondholder consent , when
required, for the execution and delivery of any supplemental
resolution or any amendment , supplement or change to or modifica-
tion of other documents relating to the security for the Bonds .
The City shall provide the Series 1989 Bond Insurer with a
full transcript of all proceedings relating to the adoption of
any supplemental resolution, regardless of whether the consent of
the Series 1989 Bond Insurer was required for such adoption.
This Resolution may be amended, changed, modified and
altered without the consent of the Holders of Bonds or any Credit
Facility or Liquidity Facility:
(a) to cure any ambiguity or formal defect or omis-
sion in this Resolution or in any supplemental resolutions
or to correct or supplement any provision contained herein
which may be defective or inconsistent with any other provi-
sions contained herein; 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 re-
strictions on the issuance of Bonds under the provisions of
this Resolution, other conditions, limitations and restric-
tions thereafter to be observed; or
- 41 -
(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, the interest on
which is intended to be excludible from gross income for
Federal income tax purposes under the Code to the Holders
thereof 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 counsel of recognized
standing relating to municipal bonds to the effect that the
issuance of Bonds in coupon form is then permitted by law
and that the issuance of such Bonds in coupon form would not
cause interest on such Bonds to be included in gross income
for Federal income tax purposes under the Code to the
Holders thereof ; or
( f) to permit the City to issue Bonds the interest
on which is not excludible from gross income for Federal
income tax purposes under the Code to the Holders thereof ;
or
(g) to qualify the Bonds or any of the Bonds for
registration 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 make such changes as may be necessary to
adjust the terms hereof so as to facilitate the issuance of
Variable Rate Bonds , Capital Appreciation Bonds , Capital
Appreciation and Income Bonds , Put Bonds, Extendible Matur-
ity Bonds , Balloon Bonds , Interim Bonds and such other Bonds
as may be marketable from time to time; or
( j ) to permit Bonds to be issued in book entry form
with or without physical bonds ; or
( k ) to make such changes as may be necessary to
comply with the provisions of the Code relating to the ex-
clusion of interest on the Bonds from gross income there-
under;
( 1) to make such changes as may evidence the right
and interest herein of an issuer of a Credit Facility or a
Liquidity Facility that secures any Series of Bonds ; or
(m) provided such changes are not materially adverse
to the interests of the Holders of the Bonds , to make such
changes as may be necessary to conform the provisions of
this Resolution with those of documents pursuant to which
bonds have been issued by the County to refund the Senior
Bonds .
If at any time the City shall so request the Trustee, the
Trustee shall cause a notice of a proposed supplemental
resolution requiring the consent of Bondholders to be mailed,
postage prepaid, to all Holders of Bonds then Outstanding at
their addresses as they appear on the registration books . Such
notice shall briefly set forth the nature of the proposed supple-
mental resolution and shall state that a copy thereof is on file
at the principal corporate trust office of the Trustee for
inspection by all Bondholders . The Trustee shall not, however ,
be subject to any liability to any Bondholder by reason of its
failure to mail the notice required by this Section, and any such
failure shall not affect the validity of such supplemental reso-
lution when consented to or approved as provided in this Section.
- 42 -
Whenever , at any time after the date of the mailing of such
notice, the City shall deliver to the Trustee an instrument or
instruments purporting to be executed by the Holders of at least
a majority in aggregate principal amount of the Bonds then Out-
standing, which instrument or instruments shall refer to the
proposed supplemental resolutions described in such notice and
shall specifically consent to and approve the adoption thereof,
and the City shall deliver to the Trustee a certificate signed by
the Mayor that the Holders of such required percentage of Bonds
have filed such consents , the City may adopt such supplemental
resolutions in substantially such form without liability or
responsibility to any Holder of any Bond, whether or not such
Holder shall have consented thereto. It shall not be necessary
for the consent of the Holders to approve the particular form of
any proposed supplemental resolution, but it shall be sufficient
if such consent shall approve the substance thereof .
If the Holders of more than fifty per centum ( 50% ) in aggre-
gate principal amount of the Bonds of each Series as affected and
Outstanding at the time of the execution of such supplemental
resolution shall have consented to and approved the adoption
thereof as herein provided, no Holder shall have any right to
object to the adoption of such supplemental resolution, or to
object to any of the terms and provisions therein contained, or
the operation thereof , or in any manner to question the propriety
of the adoption thereof , or to enjoin or restrain the City from
adopting the same or from taking any action pursuant to the pro-
visions thereof .
The consent of the Holders of any additional Series of Bonds
to be issued hereunder shall be deemed given if the underwriters
or initial purchasers for resale consent in writing to such sup-
plemental resolution and the nature of the amendment effected by
such supplemental resolution is disclosed in the official state-
ment or other offering document pursuant to which such additional
Series of Bonds is offered and sold to the public .
SECTION 602. SEVERABILITY OF INVALID PROVISIONS. If any
one or more of the covenants, agreements or provisions of this
Resolution should be held contrary to any express provision of
law or contrary to the policy of express law, though not express-
ly prohibited, or against public policy, or shall for any reason
whatsoever be held invalid, then such covenants, agreements or
provisions shall be null and void and shall be deemed separate
from the remaining covenants, agreements or provisions, and shall
in no way affect the validity of any of the other provisions of
this Resolution or of the Bonds issued hereunder .
SECTION 603. SALE OF BONDS. Except as otherwise provided
in Section 201 with respect to the Series 1989 Bonds, the Bonds
shall be issued and sold at one time or from time to time and at
such price or prices consistent with the provisions of the Act
and the requirements of this Resolution as the City shall here-
after determine pursuant to resolution.
SECTION 604. CAPITAL APPRECIATION BONDS; CAPITAL APPRE-
CIATION AND INCOME BONDS.
(a) For the purposes of ( i ) receiving payment of the
redemption price if a Capital Appreciation Bond is redeemed prior
to maturity, or ( ii ) computing the amount of Bonds held by the
registered owner of a Capital Appreciation Bond in giving to the
City any notice, consent, 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.
(b) For the purpose of ( i ) receiving payment of the
redemption price if a Capital Appreciation and Income Bond is
- 43 -
redeemed prior to maturity, or ( ii ) computing the amount of Bonds
held by the registered owner of a Capital Appreciation and Income
Bond in giving to the City any notice, consent , request or demand
pursuant to this Resolution for any purpose whatsoever , the
principal amount of a Capital Appreciation and Income Bond shall
be deemed to be its Appreciated Value.
SECTION 605. UNCLAIMED MONEY. Notwithstanding any pro-
visions of this Resolution, any money held by any Fiduciary for
the payment of the principal or redemption price of , or interest
on, any Bonds and remaining unclaimed for five ( 5) years after
the principal of all of the Bonds has become due and payable
(whether at maturity or upon call for redemption) , if such money
were so held at such date, or five ( 5) years after the date of
deposit of such money if deposited after such date when all of
the Bonds became due and payable, shall be repaid to the City
free from the provisions of this Resolution, and all liability of
the Fiduciary with respect to such money shall thereupon cease;
provided, however , that before the repayment of such money to the
City as aforesaid, the City shall first publish at least once in
a financial newspaper or journal published and/or of general
circulation in New York , New York, a notice, in such form as may
be deemed appropriate by the City with respect to the Bonds so
payable and not presented, and with respect to the provisions
relating to the repayment to the Issuer of the money held for the
payment thereof .
SECTION 606. INFORMATION FOR SERIES 1989 BOND INSURER. The
City agrees to provide the Series 1989 Bond Insurer with the
following information:
( i ) The annual audit of the City as well as its
budget within 120 days of the end of each Fiscal Year .
( ii ) Upon the issuance of additional debt , whether on
a parity with the Series 1989 Bonds or not , a copy of the
official statement circulated in connection with such issu-
ance, within 30 days of the bond sale.
( iii ) written notice of the resignation or removal of
any Fiduciary and the appointment of a successor thereto.
SECTION 607 . TIME OF TAKING EFFECT. This Resolution shall
take effect immediately upon its adoption.
PASSED AND ADOPTED this 8th day of N•vember , 1989 .
ayor
( SEAL)
FORM APPROVED
Attest :
LEGAL DEPT.
By 77.
tli -tktoSikt)tuiTtaktx,St-i241i0+ , Date /� zy Clerk
- 44 -
' MIAMI—IJADE—FLORIDA
STATE or FIio mDA •
. COUNTY OrDADE: •
Before the undersigned authority personally appeared
, .)----,-L._-,tiO do If / : . CITYOFMIAMIBEAOH
who on oath says that he/she is
NOTICE
OF PUBLIC HEARING
• • &..c.. -r..d.,,,.. --- ,
. t NOTICE IS HEREBY GIVEN pursuant to section 147(0of
` 'ternai Revenue Code the In-
,
�'h• Miami Herald, a dailyx�e�rs � e bt • � i �.! of 1986, as amended,that on October 18,
p p r published hed at 1989, a public hearing will be held in the-chambers City0
Islam! In bade County, rlorlds; that the attached copyof Commission of • _bers of the, at i
advertisement was i the City of Miami Beach, Florida (the CITY ) at
published in said newspaper In the Ci Hall, 1700 Convention Center Drive,
Issues o f e, Miami, Beach, Florida,
� ����33 39, commencing •
,tat 11.00 a.m. local file respect to the
proposed issuance by the City of Ong:of more_sOries of SU -
diriate Special Obligation Bondsbtir
z co
9 (the'`-"Bonds" ern an aggregate
o / 0 —/—cam r,.. , 2 principal amount not amount not to x
=�� gg gate
Q :o exceed$8,000,000 to pay a
H • / - portion of the cost_01 completion p of the expansion and im•
` provements to the Miami Beach Convention Center,
6 a ,100 000
EH
square foot convention and trade show facility —'—
ed bythe Cityandowned and operat-
es o located at 1901 Convention Center Drive,
�- •Beach, Florida (the "Project"). Miami
8 '
Persons wishing ex r ss their vieihrs thaappéarzi P-4
A.fRant f urthr sa s th at y at the said The Miami herald in a >- or submitt eir • i ithe hearing
newspaper published at Mle�ml, !n the Raid Dade may Sews in writing regarding the proposed issue
a • �ountT, r a of.the Bonds and the location and nature of the Project.an that the said newspaper z written submissions should j ct. Any
w papar hast heratofaa� b+eono d be sent to the office of Elaine
continuously COCityClerk, 1700 Convention Center Drive, Baker,
published said Dade County, Florida, Miami Florida• 33139. Written Submission should • _ Beach, Flori
each day and has hien entered as second class mall mat- o ould be mailed in
sufficient time to
ter at the post office in Miami, in said Dade County, < be'receivedon o..;before October 11,•1989;--'1:` . : . •-
Florida. for - - - � � . ��' .} .r.
a period of ,: ::: �. �� z, r,. ,. .� .
one year next preceding the first Forfu M . .
Di-
publication ofthe attachedcopy of advertisements and = further Mr.Robert Nachlinger,Finance bi-
nector, at 6T3.7466. •9
afllant further says that he has neitherpaid nor pro- 5 I r.; . ,
!lilted any person, firm or co Q a
corporation any discount, Elaine M. Baker
tsbate, co !ono ref=7for)the a of eec . . Ci Clerk
tl apub uring ,tY
drertleeme f ppb o in the said noon • = City of Miami Beach
t Pursuant to Fla.Stat.286.0106,the City here advises the Public
to
appeal any decision made this board,a ency►or commissio with res a person
nanym$s matter
such � g tit y matter
considered at its meeting or heating,he will need a record of the proceedings,and that
..............-.............. . ..:• . i.Y..::.:..,...:.................................................... ng for
• *' is recordmade,which persons May need to ensure that a verbatim record of the proceedings
Sworn to and ubst'l bo( rofi®n . this ii based.This nonce includes
the constitute
and evidence upon which the appeal is to be
sent by the City for the introduction or admission of
otherwise inadmissible or Irrelevant evidence,nor does it authorize chali es or
day of .. �
ILD19 .�t
commission • oft rwise allowed by law.•' eng appeals not
3 i9'Mj ,upires14, ,3 .
EXHIBIT B
[Form of Bond]
(Face of Bond)
No. R- $
UNITED STATES OF AMERICA
STATE OF FLORIDA
CITY OF MIAMI BEACH, FLORIDA
SUBORDINATE SPECIAL OBLIGATION BONDS,
SERIES
Date of
Interest Maturity Original
Rate Date Issuance CUSIP
REGISTERED OWNER:
DOLLARS
PRINCIPAL AMOUNT
KNOW ALL MEN BY THESE PRESENTS that the City of Miami Beach,
Florida ( the "City" ) , for value received, hereby promises to pay
to the registered owner specified above, or registered assigns ,
on the date specified above , but solely from the sources herein-
after mentioned, upon presentation and surrender hereof at the
principal corporate trust office of , as paying
agent ( said and/or any bank or trust company to
become successor paying agent being herein called the "Paying
Agent" ) , the principal sum specified above with interest thereon
at the rate per annum specified above , payable on the first day
of and of each year , commencing on
. Principal of this Bond is payable at the office
of the Paying Agent in lawful money of the United States of
America. Interest on this Bond is payable by check or draft of
the Paying Agent made payable to the registered owner as its name
and address shall appear on the registry books of
as Registrar ( said and any successor Registrar
being herein called the "Registrar" ) at the close of business on
the fifteenth day of the calendar month preceding each interest
payment date or the date on which the principal of this Bond is
to be paid ( the "Regular Record Date" ) provided, however , that
Holders of Bonds in a principal amount of $1 ,000 , 000 or more may
elect, by written request to the Paying Agent delivered prior to
the applicable Regular Record Date, to have interest paid by wire
transfer of immediately available funds to an account in a bank
within the continental United States designated in such written
request . Any interest not punctually paid on an interest payment
date shall forthwith cease to be payable to the registered owner
on the Regular Record Date and may be paid to the registered
owner as of the close of business on a special record date for
the payment of such defaulted interest to be fixed by the Paying
Agent, notice whereof shall be given not less than 10 days prior
to such special record date to the registered owners . Such
interest shall be payable from the most recent interest payment
date next preceding the date of authentication to which interest
has been paid, unless the date of authentication is an 1
or 1 to which interest has been paid, in which case
B - 1
from the date of authentication, or unless the date of authenti-
cation is prior to , 19 , in which case from
19 , or unless the date of authentication is
between a Record Date and the next succeeding interest payment
date, in which case from such interest payment date.
This Bond is one of an authorized issue of Bonds of the City
designated as its "Subordinate Special Obligation Bonds, Series
" (herein called the "Bonds" ) , in the aggregate principal
amount of Dollars ( $ ) of like date,
tenor , and effect, except as to number , date of maturity and
interest rate, issued for the purpose of
under the authority of and in full compliance with the Constitu-
tion and Statutes of the State of Florida, including particularly
Chapter 166 , Part II , Florida Statutes, Section 166 . 231 , Florida
Statutes, and Section 212 . 0305 , Florida Statutes, each as amended
from time to time, and other applicable provisions of law, and a
resolution duly adopted by the City Commission of the City on
19 (hereinafter referred to as the "Reso-
lution" ) and is subject to all the terms and conditions of the
Resolution.
REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS
BOND SET FORTH ON THE REVERSE SIDE HEREOF AND SUCH FURTHER PROVI-
SIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS IF SET FORTH
ON THE FRONT SIDE HEREOF.
It is hereby certified and recited that all acts, conditions
and things required to exist , to happen, and to be performed,
precedent to and in the issuance of this Bond exist , have hap-
pened and have been performed in regular and due form and time as
required by the Laws and Constitution of the State of Florida
applicable thereto, and that the issuance of this Bond, and of
the issue of Bonds of which this Bond is one, is in full compli-
ance with all constitutional , statutory or charter limitations or
provisions .
IN WITNESS WHEREOF, the City of Miami Beach, Florida has
caused this Bond to be signed by the Mayor , either manually or
with his facsimile signature, and the seal of the City of Miami
Beach, Florida or a facsimile thereof to be affixed hereto or
imprinted or reproduced hereon, and attested by the City Clerk ,
either manually or with his facsimile signature.
CITY OF MIAMI BEACH, FLORIDA
MAYOR
( SEAL)
Attest :
CITY CLERK
B - 2
FORM OF CERTIFICATE OF AUTHENTICATION
This Bond is one of the Bonds delivered pursuant to the
within mentioned Resolution.
Date of Authentication:
as Registrar
By:
Authorized Officer
B - 3
[Back of Bond]
This Bond is payable from and secured by a lien on and
pledge of ( i ) subject to the limitations of the Excess City Share
Resolution described below, the Excess City Share (as defined in
the Resolution) of the Designated Revenues (consisting of an
amount equal to two-thirds of the Convention Development Tax
levied and imposed by Dade County, Florida ( the "County" ) , net of
a 2% collection fee, pursuant to Section 212 .0305 , Florida
Statutes, as amended) , ( ii ) solely for the purposes provided in
the Resolution, the Supplemental Revenues (consisting of a
portion of the Public Service Tax levied and imposed by the City
pursuant to Section 166 . 231, Florida Statutes, as amended) , and
( iii ) other moneys held in certain funds and accounts established
under the Resolution (collectively, the "Pledged Funds" ) , all in
the manner provided in the Resolution. Payment of this Bond from
the Designated Revenues and Supplemental Revenues is subordinate
in all respects to the payment of principal of, interest and
redemption premium, if any, on the County ' s Special Obligation
and Refunding Bonds (Miami Beach Convention Center Project )
Series 1987A and Special Obligation Bonds (Miami Beach Convention
Center Project) Series 1987B (collectively, the "Senior Bonds" )
and certain other funding requirements under County Ordinance No.
87-72 , as supplemented, pursuant to which the Senior Bonds were
issued ( the "Senior Bonds Ordinance" ) . In addition, pursuant to
a resolution ( the "Excess City Share Resolution" ) adopted by the
City, the Excess City Share available in each year to pay this
Bond and all parity Bonds and other obligations under the
Resolution is, subject to certain adjustments, limited to
$1 , 000 , 000 . The City is not obligated to pay this Bond or the
interest hereon except from the Pledged Funds pledged thereto,
and the full faith and credit of the City are not pledged for the
payment of this Bond and this Bond does not constitute an
indebtedness of the City within the meaning of any constitu-
tional , statutory or other provision or limitation; and it is
expressly agreed by the Holder of this Bond that such Holder
shall never have the right to require or compel the exercise of
the ad valorem taxing power of the City, or taxation in any form
of any real or personal property therein, for the payment of the
principal of and interest on this Bond or the making of any other
Sinking Fund and other payments provided for in the Resolution.
It is further agreed between the City and the Holder of this
bond that this Bond and the obligation evidenced thereby shall
not constitute a lien upon property of or in the City, but shall
constitute a lien only on the Pledged Funds , all in the manner
provided in the Resolution. Reference is hereby made to the
Resolution, the Excess City Share Resolution and the Senior Bonds
Ordinance for all provisions concerning the payment and security
for this Bond, including the Sinking Fund and accounts and sub-
accounts therein established with , as trustee ( said
and any successor trustee herein called the "Trustee" )
for the payment of this Bond as well as the deposit in the Debt
Service Reserve Account created in the Sinking Fund of a Reserve
Account Insurance Policy (as defined in the Resolution) issued by
Financial Guaranty Insurance Company. Copies of the Resolution,
the Excess City Share Resolution and the Senior Bonds Ordinance
are available for inspection at the principal corporate trust
office of the Trustee in
[Redemption Provisions ]
Additional Parity Bonds may be issued by the City from time
to time upon the conditions and within the limitations and in the
manner provided in the Resolution.
B - 4
The original registered owner , and each successive regis-
tered owner of this Bond shall be conclusively deemed to have
agreed and consented to the following terms and conditions :
1 . The Registrar shall keep books for the registration of
Bonds and for the registration of transfers of Bonds as provided
in the Resolution. The Bonds shall be transferable by the regis-
tered owner thereof in person or by his attorney duly authorized
in writing only upon the books of the City kept by the Registrar
and only upon surrender hereof together with a written instrument
of transfer satisfactory to the Registrar duly executed by the
registered owner or his duly authorized attorney. Upon the tran-
sfer of any such Bond, the City shall issue in the name of the
transferee a new Bond or Bonds .
2 . The City, the Trustee, the Paying Agent and the Regis-
trar may deem and treat the person in whose name any Bond shall
be registered upon the books kept by the Registrar as the
absolute owner of such Bond, whether such Bond shall be overdue
or not, for the purpose of receiving payment of , or on account
of , the principal of and interest on such Bond as the same
becomes due, and for all other purposes . All such payments so
made to any such registered owner or upon his order shall be
valid and effectual to satisfy and discharge the liability upon
such Bond to the extent of the sum or sums so paid, and neither
the City, the Trustee, the Paying Agent, nor the Registrar shall
be affected by any notice to the contrary.
3 . At the option of the registered owner thereof and upon
surrender hereof at the principal corporate trust office of the
Registrar with a written instrument of transfer satisfactory to
the Registrar duly executed by the registered owner or his duly
authorized attorney and upon payment by such registered owner of
any charges which the Registrar or the City may make as provided
in the Resolution, the Bonds may be exchanged for Bonds of the
same series and maturity of any other authorized denominations .
4 . In all cases in which the privilege of exchanging
Bonds or transferring Bonds is exercised, the City shall execute
and the Registrar shall authenticate and deliver Bonds in accor-
dance with the provisions of the Resolution. There shall be no
charge for any such exchange or transfer of Bonds , but the City
or the Registrar may require payment of a sum sufficient to pay
any tax, fee or other governmental charge required to be paid
with respect to such exchange or transfer . Neither the City nor
the Registrar shall be required (a) to transfer or exchange Bonds
for a period of 15 days next preceding an interest payment date
on such Bonds or next preceding any selection of Bonds to be
redeemed or thereafter until after the mailing of any notice of
redemption; or (b) to transfer or exchange any Bonds called for
redemption.
B - 5
[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 regula-
tions .
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - 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 .
[FORM OF ASSIGNMENT FOR BONDS ]
For value received, the undersigned hereby sells , assigns
and transfers unto the within Bond,
and all rights thereunder , and hereby irrevocably constitutes and
appoints , attorney to transfer the
said Bond on the bond register , with full power of substitution
in the premises .
Dated:
Please insert Social Security
or other identifying number
of transferee :
Signature guaranteed:
NOTICE: The transferor ' s signature to this Assignment must
correspond with the name as it appears on the face of
the within Bond in every particular without alteration
or any change whatever .
B - 6
ORIGINAL
RESOLUTION NO. 89-19786
Authorizing the issuance of not more than
$8,000,000 in aggregate principal amount
of City of Miami Beach, Florida Subordin-
ate Special Obligation Bonds, Series 1989
to finance the completion of the renov-
ation and expansion of the Miami Beach
Conveniton Center
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a
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