RESOLUTION 87-19082 RESOLUTION NO. 87-19082
A RESOLUTION AUTHORIZING THE NEGOTIATED SALE OF
NOT TO EXCEED $10, 000, 000 CITY OF MIAMI BEACH,
FLORIDA PARKING REVENUE BONDS, SERIES 1987 AND
APPROVING THE SALE THEREOF TO THE PURCHASERS
THEREOF; APPROVING THE FORM OF AND AUTHORIZING
THE EXECUTION AND DELIVERY OF A BOND PURCHASE
CONTRACT; AUTHORIZING MUNICIPAL BOND INSURANCE ON
SUCH BONDS; RATIFYING THE DISTRIBUTION OF A
PRELIMINARY OFFICIAL STATEMENT AND AUTHORIZING
THE EXECUTION AND DISTRIBUTION OF A FINAL
OFFICIAL STATEMENT IN CONNECTION WITH THE
ISSUANCE AND DELIVERY OF THE BONDS; APPOINTING A
TRUSTEE, A REGISTRAR, A PAYING AGENT AND AN
ESCROW AGENT; APPROVING THE FORM • OF AND
AUTHORIZING THE EXECUTION AND DELIVERY OF A
TRUSTEE, REGISTRAR AND PAYING AGENT AGREEMENT;
APPROVING THE FORM OF AND AUTHORIZING THE
EXECUTION AND DELIVERY OF AN ESCROW DEPOSIT
AGREEMENT; PROVIDING FOR A BOOK-ENTRY-ONLY SYSTEM
WITH RESPECT TO SUCH BONDS; APPROVING THE FORM OF
AND AUTHORIZING THE EXECUTION AND DELIVERY OF A
REPRESENTATION LETTER; MAKING CERTAIN OTHER
COVENANTS AND AGREEMENTS IN CONNECTION WITH SUCH
BONDS; AND PROVIDING AN EFFECTIVE DATE.
WHEREAS, the City of Miami Beach, Florida (the "City") ,
has by resolution adopted on November 18, 1987 (the "Authoriz-
ing. Resolution" ) authorized the issuance of its Parking arking Revenue
Bonds, Series 1987 in the aggregate principal amount not to
exceed $10 , 000, 000 (the "1987 Bonds" ) for the purpose of . a
C )
paying, together with any other available funds , at their
respective maturities or upon earlier redemption the City' s
Parking Revenue Bonds , Series 1984 (the "Refunded Bonds" ) , (b)
paying all or part of the costs of acquiring, equipping and/or
improving Automobile Parking Facilitiesas defined ed in the
Authorizing Resolution) , (c) funding the Reserve Account (as
defined in the Authorizing Resolution) and (d) paying the cost
of issuance of the 1987 Bonds ; and
WHEREAS, the City anticipates receiving an offer from
the purchasers named in the bond purchase contract , the form of
which is attached hereto as Exhibit "A" (the "Bond Purchase
Contract" ) , to purchase the 1987 Bonds , subject to the terms and
conditions set forth in the Bond Purchase Contract and this
Resolution; and
WHEREAS , the City now desires to sell the 1987 Bonds
pursuant to the terms and conditions of the Bond Purchase
t •
•
t •
Contract and this Resolution, and in furtherance thereof to
authorize municipal bond insurance, to appoint a Trustee, Paying
Agent, Registrar and Escrow Agent, to approve the form of and
authorize the distribution of a Preliminary Official Statement
and authorize a final Official Statement in connection with the
issuance of the 198'7 Bonds, to provide for a book-entry-only
system with respect thereto, and to approve the form of and
authorize the execution and delivery of an escrow deposit
agreement; and
WHEREAS, the City anticipates receiving all applicable
disclosure information required by Section 218.385, Florida
Statutes;
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION •
OF THE CITY OF MIAMI BEACH, FLORIDA, AS FOLLOWS:
SECTION 1. Due to the timing and size of the 1987
Bonds, the complexity of the financing plan for the 1987 Bonds
andthe current rapidly changing bond market conditions, it is
hereby determined that it is in the best interest of the public
and the City to sell the 1987 Bonds at a private and negotiated
sale in order to obtain the most favorable terms in the bond
market and the negotiated and private sale of the 1987 Bonds is
hereby authorized and approved. The disclosure information
required by Section 218 .385, Florida Statutes shall be provided
to the City, as evidenced by a schedule to be attached to the
Bond Purchase Contract.
SECTION 2. The sale of the 1987 Bonds to the
purchasers named in the Bond Purchase Contract, at the
subsequent determination of the Mayor or Vice Mayor of the City,
in the principal amount and at a price not less than 98%
(exclusive of original issue discount, if any) as shall be
approved by the Mayor or Vice Mayor of the City, upon the terms
and conditions set forth in the Bond Purchase Contract and this
Resolution is hereby approved. The Bond Purchase Contract is
hereby authorized and approved in substantially the form
attached hereto as Exhibit "A" and incorporated herein by
reference. The Mayor or Vice Mayor of the City is hereby
_2_ •
•
.-.. • - .. .i .. •
f �1 is •) 'r -'1
•
authorized to execute and deliver and the City Clerk or Deputy
City Clerk of the City is hereby authorized zed to attest such Bond -
Purchase Contract, with such additional changes, insertions�o s and
omissions therein as do not change the substance thereof and/or
as conform to the provision of this Resolution and as may be
approved by the said officers of the City executing the same,
such execution to be conclusive evidence of such approval.
SECTION 3 . The 1987 Bonds shall be -dated November 1,
1987 and shall bear interest payable March 1 and September 1,
commencing March 1, 1988 . The 1987 Bonds . shall mature on
September 1 in the years, not later than 2027,
and amounts and
shall bear interest at the rate or rates, not exceeding ten
percent (10%) per annum, all as shall be approved by Mayor
Ma r
or Vice Mayor of the City.
The 1987 Bonds maturing after such date as shall
subsequently be determined by the Mayor or Vice Mayor of the
City (the "Call Date") shall be subject to optional redemption
prior to their stated maturity, on or after
Y the Call Date, at
the option of the City, in whole at any time or in part from
time to time on any interest payment date, at such redemption
prices, not to exceed 103% of the principal amounts redeemed, as
shall subsequently be determined by the Mayor or Vice Mayor of
the City, plus accrued interest to the date fixed for redemp-
tion.
P
tion. If less than all of the 1987 Bonds shall be called for
redemption, the 1987 Bonds to be redeemed shall be selected in
such manner as the City, in its discretion shall determine, and
if less than all of a maturity shall be called for redemption,
P •
the 1987 Bonds to be redeemed shall be selected by lot within
said maturity by the Trustee (as defined in. the Authorizing
Resolution) .
The 1987 Bonds maturing on such date or dates as shall
subsequently be determined by the Mayor or Vice Mayor of the
City shall be subject to mandatory redemption prior P to their
stated maturity, on such dates and in such amounts as shall
. subsequently be determined by the -Mayor or Vice r Ma oof the
t e
City, at par, plus accrued interest to the da fixedfor •
to
rede:npt ion.
_3_
„.._ z ...._-... - - -- --.t.-..-=-..f..,.,•.1.,.-.-°+• - 7 :.7'*''°-.'p'.. __T.rf�,.,.,..¢,o.,..,;-,-• , - •.-"yt"4."„":*s-,�►''�'n. .: .fir; ; - .T7.-7 - -
SECTION 4 . The 1987 Bonds shall be issuedn
u der and
secured by the Authorizing Resolution •
and this Resolution
(collectively the "Bond Resolutions") and shall be executed and
delivered by the Mayor of the City and attested
by the City
Clerk of the City in substantially the form set
forth in the
Authorizing Resolution, with such additional
changes and
insertions therein as conform to therovisi
P ons of the Bond
Purchase Contract and this Resolution and a book-entry-only
system of bond registration, as hereinafter authorized, and such
execution and delivery shall be conclusive evidence of the
approval thereof by such officers. Such delivery of the 1987
Bonds shall be made upon the payment of theur h
p c ase price
thereof referred to above, plus accrued interest
on the 1987
Bonds, all in accordance with the provisions stated in the Bond
Resolutions and Bond Purchase Contract.
SECTION 5 . A municipal bond insuranceolio issued Y by
AMBAC Indemnity Corporation, a Wisconsin -
domiciled stock insur-
ance company ("AMBAC Indemnity") insuring thea en
P ym t when due
of the principal of and interest on
the 1987 Bonds as provided
therein is hereby authorized to be purchased from
AMBAC Indem-
nity and .payment for such insurance is hereby authorized from
the proceeds of the 1987 Bonds . A statement of insurance is
hereby authorized to be printed on or attached to the 1987 Bonds
for the benefit and information of the holders of the
1987 Bonds .
SECTION 6 . The prior distribution of the Preliminary
Official Statement relating to the 1987 Bonds, attached hereto
as Exhibit "B" , is hereby approved, confirmed and ratified.
SECTION 7. The execution and distribution of a final
Official Statement is herebyapproved,pp such final Official
Statement to be in substantiallythe form •
of the Preliminary
Official Statement attached hereto as Exhibit ibit B with such
additional changes, insertions and omissions as do not change
the substance thereof except in conformitywith the
Bond Pur-
chase Contract and this Resolution and as maybe made
and
approved by the Mayor or Vice Mayor of the
Y City who are hereby
authorized to execute the same, such execution to be conclusive
evidence of any such approval .
-4-
......-. ...w..:t:i-!?s.vw._r.n.+.1+�--./ZW- J`.YIi..�r .`' ' . .. J•. _ • ... - . . .._."•i...-._ .. ...,. __. .. . `..._.,r,....r l i.:
•
SECTION 8. Southeast Bank, .N.A. , Miami, Florida is
hereby designated as Trustee, Paying Agent and Registrar for the
1987 Bonds in accordance with the terms and provisions •of the -
Trustee, Registrar and Paying Agent Agreement, which is hereby
authorized and approved. in substantially the form attached
hereto as Exhibit "C" . The Mayor or Vice Mayor of the City is
hereby authorized to execute and deliver and the City Clerk or
Deputy City Clerk of the City is hereby authorized to attest
such Trustee, Registrar and Paying Agent Agreement, with such
additional changes, insertions and omissions therein as do not
change the substance thereof and as may be approved by the said
officers of the City executing the same, such execution to be
conclusive evidence of such approval.
SECTION 9 . Southeast Bank, N.A. , Miami, Florida shall
serve as Escrow Agent (the "Escrow Agent") pursuant to an Escrow
Deposit Agreement (the "Escrow Deposit Agreement") which is
hereby authorized and approved in substantially the form
attached hereto as Exhibit "D" and incorporated herein by
reference. The Mayor or Vice Mayor of the City is hereby
authorized to execute and deliver and the City Clerk or Deputy
City Clerk of the City is hereby authorized to attest such
Escrow Deposit Agreement, with such additional changes,
insertions and omissions therein as do not change the substance
thereof and as may be approved by said officers of the City
executing same, such execution to be conclusive evidence of such
approval .
SECTION 10 . At the time of delivery of the Bonds, the
City will cause (a) the moneys in the Reserve Account for the
Refunded Bonds to be deposited with the Escrow Agent pursuant to
the Escrow Deposit Agreement to be applied to the payment of the
Refunded Bonds, (b) the moneys in the Operation and Maintenance
Fund for the Refunded Bonds to be transferred to the Revenue
Fund established by the Authorizing Resolution, (c) •the moneys
Y
in the Bond and Interest Fund for the Refunded Bonds to be
transferred to the Debt Service Fund established by the
Authorizing Resolution and (d) the moneys in the Renewal and
-5-
rs
1 c
•
Replacement Fund, the Surplus Fund and the Construction
Fund,
respectively, for the Refunded Bonds to be transferred to the
Funds of the same names established by the Authorizing
Resolution.
SECTION 11. The Mayor, Vice Mayor, Finance Director,
City Manager, City Attorney, City Clerk, and any other
appropriate officials of the City are hereby authorized and
directed to execute any and all certifications or other
t er
instruments or documents required bythe Bond
Resolutions, the
Bond Purchase Contract or any other document referred to above
• as a prerequisite or precondition to the issuance of the 1987
Bonds and any such representation made therein shall be deemed
to be made on behalf of the City. All action taken to
date by
the City in furtherance of the issuance of the 1987 Bonds is
hereby approved, confirmed and ratified. The appropriate
officials of the City are hereby authorized and directed
to
create and establish any rebate account or accounts that they
deem necessary in connection with any monies required q to be
rebated to the United States of America pursuant to Section 148
of the Internal Revenue Code of 1986 .
SECTION 12 . Pursuant to the provisions of Section
13 .C. of the Authorizing Resolution, it is hereby determined
that the Reserve Account shall be fully funded on the date of
issuance of the 1987 Bonds .
SECTION 13 . Pursuant to the provisions of Section 2 of
the Authorizing Resolution, (a) the record date with respect to
each interest payment date shall be the 15th day of the month
(whether or not a business day) next precedingsuch interest
est
payment date and (b) the payment of interest on the 1987 Bonds
may be made by wire transfer to the registered owners of 1987
98
Bonds in a principal amount of $1, 000, 000 or more upon their
request .
SECTION 14 . Pursuant to the provisions of Section 5 of
the Authorizing Resolution, the Registrar shall not be required
to transfer or exchange any 1987 Bond during the period
commencing fifteen ( 15) days prior to any interest payment date
-6-
•
and ending at the close of business on such interest payment
date or during the period commencing fifteen (15)
( ) days prior o to
the day of mailing of a notice of redemption of1 7
P any 98 Bonds
and ending on the close of business on the day of such mailing
or to transfer or exchange any 1987 Bonds so selected for
redemption in whole or in part.
SECTION 15. Pursuant to the provisions of Section 9 of
the Authorizing Resolution, written notice of redemption shall
be mailed to all registered owners of the 1987 Bonds at least
thirty (30) days but not more than sixty (60) days prior to
redemption. The City shall provide the Trustee with written
notice of any optional redemption at least fiftyprior
days Y p for
to such optional redemption.
SECTION 16. Pursuant to Section 2 of the Authorizing
Resolution, the following provisions shall apply with respect to
the 1987 Bonds while they are registered in a book-entry-only
system with The Depository Trust Company ("DTC") , New York, New
York, an automated depository for securities and clearinghouse
for securities transactions, pursuant to a Representation
Letter
(the "Representation Letter") , setting forth certain matters
with respect . to, among other things, notices, consents and
approvals by bondholders and payments on the 1987 Bonds, which
Representation Letter is hereby authorized and approved in
substantially the form attached hereto as Exhibit "E" and
incorporated herein by reference. The Mayor or Vice Mayor of
the City is hereby authorized to execute and deliver such
Representation Letter, with such additional changes, insertions
and omissions therein as do not change the substance thereof and
as may be approved by the said officers of the City executing
the same, said execution to be conclusive evidence of such
approval .
The 1987 Bonds are to be issued initially in the form
of one fully registered 1987 Bond for each maturity, each in the
aggregate principal amount of such maturity, registered as to
both principal and interest in the name of Cede & Co. , the sole
registered holder of the 1987 Bonds, as nominee for DTC. On
_7_
, .... " • .r i�•.• _..... �- �.�-a s ......YwL.'-t.:s.aa..=.rw..•..
...a-a i►.,..r......._.law."... -.s...i2.....a..a_ ....w - _ - ._. ..-..__... t. _• _ .__ - _ _ ..- __. _ __
I
original issue the 1987 Bonds are to be deposited with DTC,
which will be responsible for maintaining _
a book_entry only
system for (a) recordingthe ownership interests of its
participants (the "DTC Participants") , which include certain
banks, trust companies, securities brokers and dealers, clearing
corporations and certain other organizations, and (b) the
transferring of the interests among the DTC Participants.
Access to the DTC system is also available to others such as
banks, brokers, dealers and trust companies that clear through
9
or maintain a custodial relationship with a DTC Participant,
P
either directly or indirectly (the "Indirect .Partici ants"
P )
Purchasers of the 1987 Bonds under the book-entry system may be
made only through brokers and dealers who are, or act through
9
DTC Participants. The DTC Participants purchasingthe
1987
Bonds shall receive a credit balance in the records of DTC. The
DTC Participants and Indirect Participants will be responsible
p ble
for maintaining records with respect to the beneficial ownership
interests of individual purchasers of the 1987 Bonds.
Beneficial owners will receive from the applicable DTC
Participant or Indirect Participant a written confirmation of
their purchase providing details of the 1987 Bonds acquired.
Notwithstanding any other provision of the Bond Resolu-
. tions to the contrary, so long as the 1987 Bonds are registered
in the name of Cede & Co. , as nominee of DTC, all payments with
respect to the principal of and premium, if any, and interest on
such 1987 Bonds and all notices with respect to such 1987 Bonds
shall be made and given, respectively, to DTC as provided in the
Representation Letter and any notice to be provided to
registered holders of the 1987 Bonds will be provided to DTC in
such manner.
Disbursal of such amounts of principal of and premium,
if any, and interest on the 1987 Bonds to the DTC Participants
is the responsibility of DTC. DTC'-s current practice is to
immediately credit the accounts of the DTC Participants in
accordance with their respective holdings shown on the records
of DTC. Payments by DTC Participants and Indirect Participants
_8_
•
...1_ .. •. ;. ..xar»-..si.a�..:Y-.... ._. ... "r:+nyv'Y:a.+I.. _.. .-v+.v.wv. -•• -• -- _ - T _ _. _ _..-.-.... ;..r.,....r„ ...p.�S�
to beneficial owners will be governed by standing instructions
and customary practices and will be the responsibility of such
DTC Participant or Indirect Participant, subject to statutory
and regulatory requirements as maybe in
effect from time to
time. Provision of any such notice by DTC to the DTC
Participants, by DTC Participants to Indirect Participants and
by DTC Participants and Indirect Participants tobeneficial
owners of the 1987 Bonds will be governed by arrangements among
g
them, subject to any statutory and regulatory requirements as
may be in effect from time to time. Any failure of DTC to
advise a DTC Participant, or of a DTC Participant to notify an
Indirect Participant, or of a DTC Participant or Indirect
Participant to notify a beneficial owner of
the 1987 Bonds, of
any notice of redemption and its content and effect will not
affect the validity of the redemption of the 1987 Bonds called
for redemption or of any action premised on such notice. The
City, the Trustee, the Paying Agent and the Registrar shall not
be responsible or liable for the failure of DTC, DTC
Participants or Indirect Participants to make anyYm a ent or
P
give any notice to a beneficial owner of the 1987 Bonds in
respect of the 1987 Bonds or any error or delay relating thereto.
In connection with any notice or other communication to
be provided to bondholders pursuant to the Bond Resolutions
by
the City, the Trustee, the Registrar or the Paying Agent with
respect to any consent or other action to be taken by bondhold-
ers, the City, the Trustee, the Registrar or the Paying Agent,
as the case may be, shall establish a record date for
such
consent or other action and give DTC notice of such record date
not less than 15 calendar days in advance of such record date
to
the extent possible. Notice to DTC shall be given only when DTC
is the sole bondholder.
Under DTC' s current procedures neither DTC nor Cede &
Co. will provide any consents with respect to the 1987 Bonds .
DTC will mail an Omnibus Proxy to the City as soon as possible
after the record date, which will assign Cede & Co . ' s voting
rights to the DTC Participants having the 1987 Bonds credited to
their accounts on the record date.
_9_
Individuals may purchase beneficial
in the
amount of $5,000 or integral multiples thereof, in _
book entry-
only form, without certificates. During theeriod for which P h�ch a
book-entry-only system for recordingownership ership interests •�s
applicable to the 1987 Bonds, unless otherwise determined by the
City, the only authorized denominations for the issuance of 1987
Bonds shall be one 1987 Bond for each maturity, each in
Y the
aggregate amount of such maturity, as reduced from time
to time
prior to maturity in connection with redemptions or retirements
etirements
by purchase, call or payment.
During the period for which Cede & Co. , as nominee
for
DTC, is the registered holder of 1987Bonds DTC fees in
connection with the book-entry-only system are to be borne by
the DTC Participants, except for the •
P payment by the City of a
nominal fee for obtaining a position listingof the DTCPartici-
pants,
Partiall as more fully set forth in the Representation
p tation
Letter. The City, the Trustee, the Registrar and the Paying
Agent may treat DTC (or its nominee) as the sole and exclusive
usive
owner of the 1987 Bonds registered in its name for theur o
p p ses
of payment of the principal or redemptionrice of, or interest
nterest
on, the 1987 Bonds, selecting the 1987 Bonds orortions thereof
eof
to be redeemed, giving any noticeermitt required ed or required to be
given to bondholders under the Bond Resolutions, registering
the
transfer of 1987 Bonds, and for all other purposes whatsoever,
P oe er,
provided, however, that under DTC's currentrocedures
P Cede &
Co. ' s voting rights with respect to the 1987 Bonds will be
assigned to the DTC Participants having the 1987 Bondsr
c edited
to their accounts on the record dateursuan
P t to an Omnibus
Proxy, and neither the City, the Trustee, the Registrar or the
Paying Agent shall be affected by any notice to the contrary.
Neither the City, the Trustee, the Registrar nor the Paying
Y g
Agent shall have any responsibility or obligation to any DTC
Participant, any Indirect Participant, •
P any person claiming a
beneficial ownership interest in the 1987 Bonds under or
through
DTC or any DTC Participant or any Indirect Participant,p or any
other persona which is not shown on the registration books of the
-10-
•
Registrar as being a bondholder, with respect to the accuracy of
any records maintained by DTC or any DTC Participant or any
nY
Indirect Participant, with respect to the payment by DTC or any
DTC Participant or any Indirect Participant of any amount in
respect of the principal or redemption price of, or interest on,
the 1987 Bonds, with respect to any notice which is permitted or
required to be given to bondholders under the Bond Resolutions,
with respect to the selection by DTC or any DTC Participant or
any Indirect Participant of any person to receive payment in the
event of a partial redemption of the 1987 Bonds, or with respect
to any other action taken by DTC as bondholder, rovided
P ,
however, that under DTC' s current procedures Cede & Co. ' s voting
rights with respect to the 1987 Bonds will be assigned to the
t e
DTC Participants having the 1987 Bonds credited to their
accounts on the record date pursuant to an Omnibus Proxy. The
Paying Agent shall pay all principal of andremi
p um, if any, and
interest on the 1987 Bonds only to Cede & Co. in accordance with
the Representation Letter, and all such payments shall be valid
and effective to fully satisfy and discharge the City' s g ty s obliga-
tions with respect to the principal of and premium, if any, and
interest on the 1987 Bonds to the extent of the sum or sums so
paid. No person other than DTC shall receive an authenticated
1987 Bond for each separate stated maturity evidencing the
obligation of the City to make payments of principal of and
premium, if any, and interest pursuant to the Bond Resolutions .
In the event that DTC determines not to continue to act
as securities depository for the 1987 Bonds or the City
determines not to continue the book-entry-only system for
recording ownership interests in the 1987 Bonds with DTC, the
City will discontinue the book-entry-only system with DTC. If
the City does not select anotherualified securities q t es depository
to replace DTC (or a successor depository) in order to continue
a book-entry-only system for the 1987 Bonds, the Registrar, in
accordance with the Bond Resolutions, will register and deliver
replacement 1987 Bonds in the form of fully registered
g
certificates , in authorized denominations of $5 , 000 or integral
-11-
•
•
multiples thereof, in accordance with instructions t ons from DTC and
others . In such event and thereafter the 1987 Bonds
shall be
subject to the provisions of the Bond Resolutions regarding the
g 9
method of payment of principal of, redemption premium, if an ,
Y
and interest on the 1987 Bonds and to ther v'
p o lsions for
registration, transfer, and exchange of 1987 Bonds. Except as
set forth in the Bond Resolutions, the City shall bear the costs
incurred as a result of the termination of DTC in connection
with registration, transfer, cancellation, exchange and delivery
of the 1987 Bonds, including such fees as may be imposed by the
Trustee or Registrar for services performed. In the event that
the City identifies a qualified securities depository replace
lace
p
DTC, Cede & Co. , as nominee for DTC, would instruct the
Registrar to, and the Registrar in accordance with the Bond
Resolutions would, register and deliver a replacement 1987 Bond
for each maturity, fully registered in the name
of such
depository, or its nominee, in the original principal amount t as
reduced from time to time prior to maturity in connection with
redemptions or retirements by purchase, call or payment, and in
Ym ,
such event, such depository will then maintain the
book-entry-only. system for recording ownership interests in the
1987 Bonds .
SECTION 17 . All prior resolutions of the City incon-
sistent with the provisions of this Resolution are hereby modi-
fied, supplemented and amended to conform with theP rovisions
herein contained and except as otherwise modified, supplemented
and amended hereby shall remain in full force and effect .
SECTION 18 . This Resolution shall take effect immedi-
ately upon its adoption.
Dated this 18th day of November, 1987 .
MAYOR
(SEAL)
ATTEST: FOR MM j-k� �,1,� L.Li
LEGAL DEPT.
City Clerk
Gate /(Z 3 I 7
124-029+/6-s
_12_
.._.• ._......,:. «.=..G+........ ......::. .•y..f.s.,L,.-'.1:..:....:.--..y.:i+......_..-:r.an-..-.i _....>.a_:... au,. __..._....Ca,..... ....._. -. .. ...... <..-...,...>.a:-:..• ....?.._........,..r-...... r-. _. ... ..... .. . _ .....'•.-.+1.- .... .._.._.ti.+:.R.•✓.._.r..-'?+r.a[r..�>.._wYa..
December , 1987
The Depository Trust Company
7 Hanover Square
New York, New York 10004
Attention: General Counsel ' s Office
Re: $10, 000, 000 City of Miami Beach, Florida, Parking
Revenue BondsSeries 1987
Gentlemen:
The purpose of this letter is to set out certain
matters relating to the above-referenced Bonds (the "Bonds") .
Southeast Bank, N.A. , (the "Agent") is acting as trustee,
registrar and paying agent with respect to the Bonds . The Bonds
will be issued pursuant to Resolution No. adopted by
the City Commissioners of the City of Miami Beach, Florida (the
"Commission") on November 18, 1987, and Resolution No . 87-
adopted by the Commission on November 18, 1987 (collectively the
"Documents") . Lazard Freres & Co . , Bear Stearns & Co . , Inc. and
Raymond James & Associates, Inc. are distributing the Bonds
through The Depository Trust Company ("DTC") .
To induce DTC to accept the Bonds as eligible for
deposit at DTC and act in accordance with its Rules with respect
to the Bonds, the City of Miami Beach, Florida (the "Issuer")
and the Agent make the following representations to DTC:
1 . Subsequent to closing on the Bonds on December
1987 , there shall be deposited with DTC one Bond certificate in
registered form registered in the name of DTC' s nominee, CEDE &
CO. , for each stated maturity of the Bonds in the face amounts
set forth on Schedule A hereto, the total of which represents
100% of the principal amount of such Bonds .
2 . In the event of any solicitation of consents from
holders of the Bonds ("Bondholders" ) , the Issuer or the Agent
shall establish a record date for the solicitation of Bondholder
consents and give DTC notice of such record date not less than
EXHIBIT E
.,:x. ...._.".:..t wL l._>...,,o-... _-..as..•.,...aO.. ...s:..ra..ir.'._Y:._ ...Ji.✓..,w... __.• ...... __...... ..J .. ._... ._ -a.. ._n -.._.. -..<.... --..z-_,�s. ..tea+.-.` ...;.:wb.. •..a._-.
The Depository Trust Company
December ___, 1987
Page 2
15 calendar days in advance of such record date to the extent
possible. Although CEDE & CO. will be the registered holder of
the Bonds, neither DTC nor CEDE & CO. provides consents with
respect to any security. Under current procedures, DTC will
mail an Omnibus Proxy to the Issuer or the Agent as soon as
possible after the record date, which Omnibus Proxy will assign
CEDE & CO. ' s voting rights to those DTC Participants having the
security credited to their accounts on the record date
(identified in a listing attached to the Omnibus Proxy) .
3 . In the event of redemption or any other similar trans-
action resulting in retirement of all Bonds outstanding or a
reduction in aggregate principal amount of Bonds outstanding
("full or partial redemption") or an advance refunding of all or
part of the Bonds outstanding, the Issuer or the Agent shall
give DTC notice of such event not less than 30 days nor more
than 60 days prior to the redemption date or, in the case of an
advance refunding, the date the proceeds are deposited in escrow.
4 . In the event of a partial redemption or an advance
refunding of part of the Bonds outstanding, the Issuer or the
Agent shall send DTC a notice specifying: (a) the amount of the
redemption or refunding; (b) in the case of a refunding, the
maturity date(s) established under the refunding; and (c) the
date such notice is to be mailed to Bondholders or published
("Publication Date") . Such notice shall be sent to DTC by a
secure , means (e.g. , legible facsimile transmission, registered
or certified mail, overnight express delivery) in a timely
manner designed to assure that such notice is in DTC' s posses-
sion no later that the close of business on the business day
before the Publication Date. The Issuer or Agent will forward
such notice either in a separate secure transmission for each
CUSIP number or in a secure transmission for multiple CUSIP
numbers which includes a manifest or list of each CUSIP number
submitted in that transmission. (The Issuer or the Agent send-
ing such notice shall have a method to verify subsequently the
use of such means and timeliness of the notice. ) The Publica-
tion Date shall not be less than 30 days nor more than 60 days
prior to the redemption date or, in the case of an advance
refunding, the date the proceeds are deposited in escrow.
5 . In the event of an invitation to tender the Bonds ,
notice to Bondholders by the Issuer or the Agent specifying the
terms of the tender and the date such notice is to be mailed to
Bondholders or published ("Publication Date") shall be sent to
DTC by a secure means (e.g . , legible facsimile transmission,
registered or certified mail , overnight express delivery) in a
timely manner designed to assure that such notice is in DTC' s
•
.- ..._. .w ..-.._....,_ ._......-. --+,..T -. -. ..-�•a iii. •` s._ ....• • .. - .. ..'►'... ,_. ...... - ._.- -.. rsl•• .r.,..n--... •'.. .�.-rwn.•..:- .... ,•_:'ss1-...r+^-+sw.
I'.r_-t .r r.,........;'.�,. �... ..«.,w�...�.lt..�i♦-w.v_ .h ,y._.,._ r-_�'..i.r.•...._.... � ... ..J..� w....s ..._... _...... -A'hr.0:•rL.a..._r wJ'_..«+.n.... +.._O.
The Depository Trust Company
December _, 1987
Page 3
possession no later than the close of business on the business
day before the Publication Date. (The Issuer or the Agent
sending such notice shall have a method to verify subsequently
the use of such means and timeliness of the notice. )
6 . All notices and payments addressed to DTC shall contain
the CUSIP number of the Bonds .
7 . Notices to DTC by facsimile transmission shall be sent
to DTC' s Call Notification Department at (516) 227-4039 or (516)
227-4190. Notices to DTC by any other means shall be sent to:
Muni Reorganization Manager
Call Notification Department
The Depository Trust Company
711 Stewart Avenue
Garden City, NY 11530
8 . Interest payments shall be received by CEDE & CO. , as
nominee of DTC, or its registered assigns in next-day funds on
each payment date (or the equivalent in accordance with existing
arrangements between the Issuer or the Agent and DTC) . Such
payments shall be made by check, draft or wire transfer payable
to the order of "CEDE & CO. " Absent any other existing
arrangements such payments shall be addressed or wired as
follows :
Check or Draft : Manager, Cash Receipts, Dividends
The Depository Trust Company
7 Hanover Square, 22nd Floor
New York, New York 10004
Wire Transfer : U.S. Trust Company
c/oThe Depository Trust Company
Dividend Deposit Account No. 20-1681-8
ABA No. or Fed Routing No . 021-001-318
9 . Payments of principal shall be received by CEDE & CO. ,
as nominee of DTC, or its registered assigns in next-day funds
on each payment date. In the case of final maturity, the Bond
Certificate must be presented to the Issuer or Agent prior to
payment . Principal payments shall be made by check, draft or
wire transfer payable to the order of "CEDE & CO. , " and shall be
addressed or wired as follows :
Check or Draft : Muni Redemption Department
The Depository Trust Company
55 Water Street - 23rd Floor
New York, New York 10041
Attention: Collection Supervisor
6. c
•
.
•
_ -. ,'-+Yssr.. •. ,j ate«.•-...hl<.. / h ys....I... lY.l..'I.1►••.r. n.1'M,..^n'.'.s+'a.s•+M'++•whw
J. ..:l.�,.:w..c-:.....a._. .�>..,._,.. -r.,.rn...,:,•.►�,r=.l.... _...__.....;3_. _ ...Lir.<...i•-.___... .... +,....,.�....,.,..... .....-,,.,ar_�......-._ ....-. ._....a�w......_...,.. .i..._ ✓..«c.v........:,...i-.`..a..-...:.._. ,..-....a... __
The Depository Trust ompany
December , 1987
Page 4
Wire Transfer : Chemical Bank
55 water Street
New York, New York
Municipal Redemption
Account No. 066-027306
Federal Routing No. 021-000-128
10. DTC may direct in writing the Issuer or the Agent to
use any other telephone number for facsimile transmission,
address, or department of DTC as the number, address, or depart-
ment to which payments of interest or principal or notice may be
sent.
11. In the event of a redemption, acceleration, or any
other similar transaction (e.g. , tenders made and accepted in
response to the invitation of the Issuer or the Agent)
necessitating a reduction in aggregate principal amount of Bonds
outstanding or its
advance refunding of part of the Bonds out-
standing, DTC, in discretion, (a) may request the Issuer or
issue Agent to and authenticate a new Bond certificate or
(b) shall make an appropriate notation on the Bond -certificate
indicating the date and amounts of such reduction in principal,
except in the case of final maturity, in which case the
certificate must be presented to the Issuer or the Agent prior
to payment.
12 . In the event the Issuer determines pursuant to the
Documents not to continue DTC' s services as securities
depository, the Issuer or the Agent shall notify DTC of such
termination of its services as securities depository and of the
appointment of a qualified successor securities depository or of
the availability of Bond certificates, and shall issue,
transfer, and exchange Bond certificates as required by such
qualified successor securities depository or by DTC and others
in appropriate amounts, and DTC shall cooperate with the Issuer
or the Agent in taking appropriate action in connection with
such change in securities depositories and/or the issue,
transfer and exchange of Bond Certificates .
13 . DTC may determine to discontinue providing its services
as securities depository with respect to the Bonds at any time
by giving 60 days prior written notice to the Issuer or the
Agent (at which time DTC will confirm with the Issuer or Agent
the aggregate principal amount of the Bonds outstanding) . Under
such circumstances , DTC will continue to provide its services
for such 60 day period. In the event that the Issuer selects a
qualified successor securities depository, DTC will cooperate
•
a-«... .. •._..... ... ,*- ri • .. •. ... ��'� , r -......•.. .-, _ -a—. -_ �. .-. +,s c "►-..•.e -..;,.-rr..- _•_. . ter•+..•�..r.-. .�-.-..-r•�i..w+.....:,.._<+..........-
The Depository Trust Company
December _, 1987
Page 5
with the Issuer or the Agent in taking appropriate action in
connection with such change in securities depositories . In the
event that the Issuer does not select a qualified successor
securities depository or if a qualified successor securities
depository is not appointed during such 60 day period, at DTC' s
request, the Issuer or the Agent will cooperate with DTC, and
DTC will cooperate with the Issuer or the Agent in taking
appropriate action to make available one or more separate
certificates evidencing the Bonds to any DTC Participant having
Bonds credited to its DTC account .
14 . During the period for which CEDE & CO. , as nominee for
DTC, is the registered holder of the Bonds, DTC' s fees as
securities depository will be paid by the DTC Participants.
Therefore, the Issuer or the Agent shall not be responsible for
payment of any such fees to DTC, except that if DTC provides the
Issuer or the Agent with a list of those Participants for which
DTC is holding the Issuer ' s Bonds, the Issuer or the Agent shall
be responsible for paying the nominal fee charged by DTC for
providing such list, which fee is at this time $45 . 00 for each
such list .
15 . Nothing herein shall be deemed to require the Agent, to
advance funds on behalf of the Issuer.
Very truly yours,
CITY OF MIAMI BEACH, FLORIDA,
as Issuer
By•
Mayor
Received and Accepted:
THE DEPOSITORY TRUST COMPANY SOUTHEAST BANK, N.A. , as Agent
By: By:
171-062+/6-s
..1..J..•i -. ....... ......:.►_a...:.l..w.....w.._..._♦.,.J..•w`,1..+,'..y,1•r.,.. .... .......-.... _.-....._.. _
I, • 114 . et" ;M . h; ;ori ;M
THIS TRUSTEE, REGISTRAR AND PAYING AGENT AGREEMENT,
dated as of December by and between the CITY OF MIAMI
BEACH, FLORIDA and SOUTHEAST BANK, N.A. , a banking corporation
organized under the laws of the United States of America, as
trustee, registrar and paying agent, located at Miami , Florida :
WITNESSETH:
WHEREAS, the City of Miami Beach, Florida (the
"Issuer" ) is issuing its $10, 000, 000 Parking Revenue Bonds,
Series 1987 (the "Bonds" ) ; and
WHEREAS, the Bonds are being issued pursuant to Resolu-
tion No . , passed, adopted and approved bythe City
Commission of the Issuer on November 18, 1987, (the "Bond Resolu-
tion") and Resolution No . , passed, adopted and approved
by the City Commission of the Issuer on November 18, 1987 (the
"Award Resolution") (the Bond Resolution and Award Resolution
being sometimes collectively referred to as the "Resolutions") ;
and
WHEREAS, the Issuer has selected Southeast Bank, N.A.
(the "Bank") to serve as trustee, registrar and paying agent in
connection with the Bonds (the "Trustee" , "Registrar" and
"Paying Agent") ; and
WHEREAS, the Bank has agreed to serve as Trustee,
Registrar and Paying Agent; and
WHEREAS, the Issuer and the Bank desire to enter into
this Trustee, Registrar and Paying Agent Agreement (the
"Agreement") in order to more fully define and clarify certain
of the powers, duties and obligations of the Trustee, Registrar
and Paying Agent as described in the Resolutions and the Bonds
and to set forth certain conditions under which the Trustee,
Registrar and Paying Agent are to perform such powers, duties
and obligations;
NOW, THEREFORE, the parties hereto hereby agree as
follows :
1 . All capitalized terms used but not defined herein shall
have the same meanings ascribed to such terms in the Resolutions .
2 . The Trustee' s, Registrar ' s and Paying Agent ' s powers,
duties and obligations under the Resolutions , the Bonds, this
Agreement and the letter of representations to The Depository
Trust Company, dated December , 1987, from the City and the
Bank (the "Letter of Representations" ) shall be strictly limited
EXHIBIT C
•
• '6'
•�......,•..,..._�,s..sc...a...-rR„^..--..-+.ro/.-....,+.r::...,.. . .,+.-...,,. i---"r-• - M,'$... .- . . .- _ - - .w•r -- -.- - .....�,. .. .' rm. "^. ,t .
.. ...«---.•i,et..+".--....•-r-+s .may.:...'-.....�.-.. •JMtnoe.---^tom •r.-"r-• =�-..-... -r-f•+..... .,.;.....,,+.,
by the terms of the Resolutions, the Bonds, this Agreement and
the Letter of Representations, and under no circumstances shall
the Trustee and Paying Agent be obligated to make any payment of
principal of , redemption premium, if any, and interest on the
Bonds except from the funds deposited with the Trustee and
Paying Agent pursuant to the Resolutions and this Agreement .
The Trustee, Registrar and Paying Agent hereby accept the
powers , duties and obligations imposed upon them by the
Resolutions, the Bonds, this Agreement and the Letter of
Representations and agree to perform said powers, duties and
obligations but only upon and subject to the following express
terms and conditions, and no implied covenants or obligations
shall be construed to be a part of the Resolutions, the Bonds ,
this Agreement and the Letter of Representations against the
Trustee, Registrar or Paying Agent :
(a) The. Trustee, Registrar and Paying Agent may
execute and perform any of the powers, duties and obligations of
the Resolutions, the Bonds, this Agreement and the Letter of
Representations by or through attorneys, agents, receivers or
employees but shall be answerable for the conduct of the same in
accordance with the standard specified above, and shall be
entitled to advice of counsel concerning all matters in
connection herewith and the powers , duties and obligations under
the Resolutions, the Bonds, this Agreement and the Letter of
Representations, and may in all cases pay such reasonable
compensation to all such attorneys, agents, receivers and
employees as may reasonably be employed in connection there-
with. The Trustee, Registrar and Paying Agent may act upon the
opinion or advice of any attorney (who may be the attorney or
attorneys for the Issuer) . The Trustee, Registrar and Paying
Agent shall not be responsible for any loss or damage resulting
from any action or non-action in good faith in reliance upon
such opinion or advice.
(b) The Trustee, Registrar and Paying Agent shall not
be responsible for any recital in the Resolutions, or in the
Bonds (except the Trustee in respect to the certificate of the
Trustee endorsed on the Bonds) , or for the recording or
re-recording, filing or re-filing of the Resolutions , or for
insuring the System (as defined in the Resolutions) or
collecting any insurance moneys , or for the validity or suffi-
ciency of the Resolutions or the Bank or of the execution by the
Issuer of the Resolutions, this Agreement or the Letter of
Representations or of any supplements thereto or hereto or
instruments of further assurance, or for the sufficiency of the
security for the Bonds issued under the Resolutions or intended
to be secured thereby and the Trustee, Registrar and Paying
Agent shall not be bound to ascertain or inquire as to the
performance or observance of any covenants, conditions or
agreement on the part of the Issuer . The Trustee, Registrar and
Paying Agent shall not be under any responsibility or duty with
-2-
•
•
.,.7.- .>.-r . ...-..-_. .=-+ts:. ... . i y.,... .s•• S-}..-. ...;t_ > j... .f- ._---• .. .�. .:_. _..._ .. _ ..-�__ _._ _ _. _ .__.. ,_ _ ... .... ...._ .__.,-- ....,,._.,ti _..s,.,.,.r,.._.-•S-Ate"...—._
s +
respect to the issuance of the Bonds for value, or the applica-
tion of the proceeds thereof, or the application of any moneys
paid to the Issuer . The Trustee, Registrar and Paying Agent
shall not be responsible or liable for any loss suffered in
connection with any investment of funds made by the Issuer in
accordance with the Resolutions .
(c) The Trustee, Registrar and Paying Agent shall not
be accountable for the use of any Bonds authenticated or
delivered under the Resolutions . The Trustee, Registrar and
Paying Agent may become the owners of Bonds secured by the
Resolutions with the same rights which they would have if they
were not the Trustee, Registrar or Paying Agent.
(d) The Trustee, Registrar and Paying Agent shall be
protected in acting upon any resolution, notice, request,
consent, certificate, order, bonds, affidavit, opinion, letter,
telegram or other paper or document believed to be genuine and
correct and to have been signed or sent by the proper person or
persons . Any action taken by the Trustee, Registrar or Paying
Agent pursuant to the Resolutions, the Bonds, this Agreement
and/or the Letter of Representations upon the request or
authority or consent of any person who at the time of making
such request or giving such authority or consent is the
registered owner of any Bonds, shall be conclusive and binding
upon all future registered owners of the same Bond and upon
Bonds issued in exchange therefor or in place thereof .
(e) As to the existence or nonexistence of any fact or
as to the sufficiency or validity of any instrument, paper or
proceedings, the Trustee, Registrar and Paying Agent shall be
entitled to rely upon a certificate signed on behalf of the
Issuer by its Mayor, Vice Mayor or Finance Director as
sufficient evidence of the facts therein contained and shall
also be at liberty to accept a similar certificate to the effect
that any particular dealing, transaction or action is necessary
or expedient, but may at their discretion secure such further
evidence deemed necessary or advisable, but shall in no case be
bound to secure the same. The Trustee, Registrar and Paying
Agent may accept a certificate of the City Clerk under the
Issuer ' s seal to the effect that a resolution in the form
therein set forth has been adopted by the Issuer as conclusive
evidence that such resolution has been duly adopted, and is in
full force and effect .
(f) The permissive right of the Trustee, Registrar and
Paying Agent to do things enumerated in the Resolutions, the
Letter of Representations and hereunder shall not be construed
as a duty and the Trustee, Registrar and Paying Agent shall not
be answerable for other than their negligence or willful
default . The Issuer shall indemnify and save the Trustee,
Registrar and Paying Agent harmless against any liability that
-3-
..f.....,,..,,„."""MIq"Ti..,,r�;'..._. :...r.-.+.v .+. .--_.'Y. .sr:..>:..y .,r...—F.-w...,r.a,.;'7•- »rer•.s+•�+a..a. .p.4r> -..,.,..--_ _ _ .-.-..., .. .... ._.-- _..,,,_....i. .._ -.,..-..-. .- .w-._....-.,..........,r.. � ...t.-.�_ .vy'...:�""."."-_.__-.'.'re*.'e^yr
they may incur in the exercise and performance of their powers,
duties and obligations under the Resolutions, the Bonds, this
Agreement and the Letter of Representations and which are not
due to their negligence or willful misconduct .
(g) Neither the Trustee, Registrar nor Paying Agent
shall be required to take notice or be deemed to have notice of
any default under the Resolutions, the Bonds, this Agreement, or
the Letter of Representations, except failure by the Issuer to
cause to be made any of the payments to the Trustee, Registrar
or Paying Agent required to be made by the Resolutions, the
Bonds, this Agreement or the Letter of Representations, unless
the Trustee, Registrar or Paying Agent shall be specifically
notified in writing of such default by the Issuer or by the
registered owners of at least twenty-five percent (25%) in
aggregate principal amount of all Bonds then outstanding and all
notices or other instruments required by the Resolutions, the
Bonds or this Agreement to be delivered to the Trustee,
Registrar or Paying Agent must, in order to be effective, be
delivered at the principal corporate trust office of the
Trustee, Registrar or Paying Agent, and in the absence of such
notice so delivered the Trustee, Registrar and Paying Agent may
conclusively assume there is no default except as aforesaid.
(h) The Trustee, Registrar and Paying Agent shall not
be required to give any bond or surety in respect of the
execution of said powers, duties and obligations or otherwise.
(i) Notwithstanding anything elsewhere in the Resolu-
tions or this Agreement contained, the Trustee, Registrar and
Paying Agent shall have the right, but shall not be required, to
demand, in respect of the authentication of the Bonds or any
action whatsoever within the purview of the Resolutions, the
Bonds , this Agreement or the Letter of Representations, any
certificates, opinions, appraisals or other information or
corporate action or evidence thereof, in addition to that by the
terms hereof required or required by the Resolutions or the
Bonds as a condition of such action by the Trustee, Registrar
and Paying Agent, deemed desirable for the purpose of
establishing the right of the Issuer to the authentication of
any Bonds or the taking of any other action by the Trustee,
Registrar and Paying Agent within the purviewof the Resolu-
tions, the Bonds, this Agreement or the Letter of Represen-
tations .
(j ) Before taking any action under the Resolutions,
the Bonds , this Agreement or the Letter of Representations the
Trustee, Registrar and Paying Agent may require that a
satisfactory indemnity bond be furnished for the reimbursement
of all expenses to which they may be put and to protect them
against all liability, except liability which is adjudicated to
have resulted from their negligence or willful default in con-
nection with any action so taken.
-4-
- .
}
(k) All moneys received by the Trustee, Registrar and
Paying Agent shall, until used or applied as herein provided or
as provided in the Resolutions or the Letter of Representations,
be held in trust for the purposes for which they were received .
Except as provided in the Resolutions, this Agreement or the
Letter of Representations, the Trustee, Registrar and Paying
Agent shall not be under any duty to invest any moneys received
by them under the Resolutions, or this Agreement or the Letter
of Representations and shall" not be under any liability for
interest on any moneys received by them under the Resolutions,
this Agreement or the Letter of Representations .
3 . While the municipal bond insurance policy issued by
AMBAC Indemnity Corporation, a Wisconsin domiciled stock
insurance company ("AMBAC Indemnity") , insuring the payment when
due of the principal of and interest on the Bonds (the
"Municipal Bond Insurance Policy" ) is in effect, the Issuer or
the Trustee, as appropriate, shall furnish to AMBAC Indemnity:
(a) as soon as practicable after the filing thereof , a
copy of any financial statement of the Issuer and a copy of any
audit and annual report of the Issuer;
(b) a copy of any notice to be given to the registered
owners of the Bonds and any certificate rendered pursuant to the
Resolutions or this Agreement relating to the security for the
Bonds; and
(c) such additional information it may reasonably
request .
The Trustee shall notify AMBAC Indemnity of any failure
of the Issuer to provide relevant notices, certificates, etc .
The Issuer will permit AMBAC Indemnity to discuss the
affairs, finances and accounts of the Issuer or any information
AMBAC Indemnity may reasonably request regarding the security
for the Bonds with appropriate officers of the Issuer . The
Trustee or Issuer, as appropriate, will permit AMBAC Indemnity
to have access to the System (as defined in the Resolutions) and
have access to and to make copies of all books and records
relating to the Bonds at any reasonable time.
AMBAC Indemnity shall have the right to direct an
accounting at the Issuer ' s expense, and the Issuer ' s failure to
comply with such direction within thirty (30) days after receipt
of written notice of the direction from AMBAC Indemnity shall be
deemed a default hereunder; provided, however, that if
compliance cannot occur within such period, then such period
will be extended so long as compliance is begun within such
-5-
period and diligently pursued, but only if such extension would
not materially adversely affect the interests of any registered
owner of the Bonds .
Notwithstanding any other provision of the Resolutions
or this Agreement, the Trustee shall immediately notify AMBAC
Indemnity if at any time there are insufficient moneys to make
any payments of principal and/or interest as required and
immediately upon the occurrence of any event of default under
the Resolutions or this Agreement .
4 . As long as the Municipal Bond Insurance Policy shall be
- in full force and effect, the Issuer, the Trustee and any Paying
Agent agree to comply with the following provisions :
(a) if five (5) days prior to an interest payment date
the Trustee or Paying Agent, if any, determines that there will
be insufficient funds in the Funds and Accounts to pay the
principal of or interest on the Bonds on such interest payment
date, the Trustee or Paying Agent, if any, shall so notify AMBAC
Indemnity. Such notice shall specify the amount of the
anticipated deficiency, the Bonds to which such deficiency is
applicable and whether such Bonds will be deficient as to
principal or interest, or both. If the Trustee or Paying Agent,
if any, has not so notified AMBAC Indemnity five (5) days prior
to an interest payment date, AMBAC Indemnity will make payments
of principal or interest due on the Bonds on or before the fifth
(5th) business day next following the date on which AMBAC
Indemnity shall have received notice of nonpayment from the
Trustee or Paying Agent, if any.
(b) the Trustee or Paying Agent, if any, shall, after
giving notice to AMBAC Indemnity as provided in (a) above, make
available to AMBAC Indemnity and, at AMBAC Indemnity' s
direction, to the United States Trust Company of New York, as
insurance trustee for AMBAC Indemnity or any successor insurance
trustee (the "Insurance Trustee") , the registration books of the
Issuer maintained by the Trustee or Paying Agent, if any, and
all records relating to the Funds and Accounts maintained under
the Resolutions .
(c) the Trustee or Paying Agent, if any, shall provide
AMBAC Indemnity and the Insurance Trustee with a list of
registered owners of Bonds entitled to receive principal or
interest payments from AMBAC Indemnity under the terms of the
Municipal Bond Insurance Policy, and shall make arrangements
with the Insurance Trustee (i) to mail checks or drafts to the
registered owners of Bonds entitled to receive full or partial
interest payments from AMBAC Indemnity and (ii) to pay principal
upon Bonds surrendered to the Insurance Trustee by the
registered owners of Bonds entitled to receive full or partial
principal payments from AMBAC Indemnity.
-6-
f.
._ _ , - •. .-_.Via+y,
t.
(d) the Trustee or Paying Agent, if any, shall, at the
time it provides notice to AMBAC Indemnity pursuant to (a)
above, notify registered owners of Bonds entitled to receive the
payment of principal or interest thereon from AMBAC Indemnity
(i) as to the fact of such entitlement, (ii) that AMBAC
Indemnity will remit to them all or a part of the interest
payments next coming due upon proof of bondholder entitlement to
interest payments and delivery to the Insurance Trustee,
satisfactory to AMBAC Indemnity, of an appropriate assignment of
the registered owner ' s right to payment, (iii) that should they
be entitled to receive full payment of principal from AMBAC
Indemnity, they must surrender their Bonds (along with an
appropriate instrument of assignment satisfactory to AMBAC
Indemnity to permit ownership of such Bonds to be registered in
the name of AMBAC Indemnity) for payment to the Insurance
Trustee, and not the Trustee or Paying Agent, if any, and (iv)
that should they be entitled to receive partial payment of
principal from AMBAC Indemnity, they must surrender their Bonds
for payment thereon first to the Trustee or Paying Agent, if
any, who shall note on such Bonds the portion of the principal
paid by the Trustee or Paying Agent , if any, and then, along
with an appropriate instrument of assignment satisfactory to
AMBAC Indemnity, to the Insurance Trustee, which will thena
P Y
the unpaid portion of principal .
(e) in the event that the Trustee or Paying Agent, if
any, has notice that any payment of principal of or interest on
a Bond which has become due for payment and which is made to a
bondholder by or on behalf of the Issuer has been deemed a
preferential transfer and theretofore recovered from its
registered owner pursuant to the United States Bankruptcy Code
by a trustee in bankruptcy in accordance with the final,
nonappealable order of a court having competent jurisdiction,
the Trustee or Paying agent, if any, shall, at the time AMBAC
Indemnity is notified pursuant to (a) above, notify all
registered owners that in the event that any registered owner ' s
payment is so recovered, such registered owner will be entitled
to payment from AMBAC Indemnity to the extent of such recovery
if sufficient funds are not otherwise available, and the Trustee
or Paying agent, if any, shall furnish to AMBAC Indemnity its
records evidencing the payments of principal of and interest on
the Bonds which have been made by the Trustee or Paying Agent,
if any, and subsequently recovered from registered owners and
the dates on which such payments were made .
(f) in addition to those rights granted AMBAC
Indemnity under the Resolutions and this Agreement , AMBAC
Indemnity shall , to the extent it makes payment of principal of
or interest on the Bonds , become subrogated to the rights of the
recipients of such payments in accordance with the terms of the
Municipal Bond Insurance Policy, and to evidence such
-7-
•
subrogation (i) - in the case of subrogation as to claims for past
due interest, the Trustee or Paying Agent, if any, shall note
AMBAC Indemnity' s rights as subrogee on the registration books
of the Issuer maintained by the Trustee or Paying Agent, if any,
upon receipt from AMBAC Indemnity of proof of the payment of
interest thereon to the registered owners of the Bonds, and (ii)
in the case of subrogation as to claims for past due principal ,
the Trustee or Paying Agent, if any, shall note AMBAC
Indemnity' s rights as subrogee on the registration books of the
Issuer maintained by the Trustee or Paying Agent, if any, upon
surrender of the Bonds by the registered owners thereof together
with proof of the payment of principal thereof .
5.. The Trustee, Registrar and Paying Agent shall be
entitled to payment or reimbursement for reasonable fees for
their ordinary services rendered hereunder or under the
Resolutions or the Bonds and all advances, counsel fees and
other ordinary expenses reasonably and necessarily made or
incurred by the Trustee, Registrar and Paying Agent in
connection with such ordinary services . In the event that it
shall become necessary that the Trustee, Registrar or Paying
Agent perform extraordinary services, it shall be entitled to
reasonable extra compensation therefor, and to reimbursement for
reasonable and extraordinary services in connection therewith;
provided that if such extraordinary services or extraordinary
expenses are occasioned by the neglect or misconduct of the
Trustee, Registrar or Paying Agent, it shall not be entitled to
compensation or reimbursement therefor .
6 . Any corporation or association into which the Trustee,
Registrar or Paying Agent may be converted or merged, or with
which it may be consolidated, or to which it may sell or trans-
fer its corporate trust business and assets as a whole or sub-
stantially as a whole, or any corporation or association
resulting from any such conversion, sale, merger, consolidation
or transfer to which it is a party, ipso facto, shall be and
become successor under the Resolutions, this Agreement and the
Letter of Representations and vested with all the trust, powers,
discretions, immunities, privileges and all other matters as was
its predecessor, provided that such successor Trustee, Registrar
or Paying Agent assume in writing all the powers , duties and
obligations of the Trustee, Registrar or Paying Agent under the
Resolutions, the Bonds, this Agreement and the Letter of
Representations .
7 . The Trustee, Registrar and Paying Agent and any
successor trustee, registrar or paying agent may at any time
resign as such by giving thirty days written notice to the
Issuer and by registered or certified mail to each registered
owner of Bonds then outstanding, and such resignation shall take
effect at the end of such thirty days , or upon the earlier
appointment of a successor trustee, registrar or paying agent by
-8-
the registered owners of the Bonds or by the Issuer . Such
notice to the Issuer may be served personally or Sent by
registered mail . AMBAC Indemnity shall receive prior written
notice of any Trustee resignation while the Bonds are
outstanding .
8 . The Trustee, Registrar or Paying Agent may be removed
at any time, by an instrument or concurrent instruments in
writing delivered to the Trustee, Registrar or Paying Agent and
to the Issuer, and signed by the registered owners of a majority
in aggregate principal amount of Bonds then outstanding . The
Registrar or Paying Agent may be removed by an instrument in
writing delivered to the Registrar or Paying Agent by the
Issuer . The Trustee may be removed at any time at the request
of AMBAC Indemnity while the Bonds are outstanding.
9 . In case the Trustee, Registrar or Paying Agent shall
resign or be removed, or be dissolved, or shall be in course of
dissolution or liquidation, or otherwise become incapable of
acting under the Resolutions, the Bonds, this Agreement and the
Letter of Representations , or in case it shall be taken under
the control of any public officer or officers, or of a receiver
appointed by a court, a successor may be appointed by the Issuer
and the Issuer shall notify the registered owners of the Bonds
in writing at their registered addresses of such appointment .
If the Issuer fails to make such appointment in a reasonable
time, the registered owners of a majority in aggregate principal
amount of the Bonds then outstanding may make such appointment
and shall give written notice of such appointment to the
Issuer . Any successor trustee appointed while the Bonds are
outstanding shall be acceptable to AMBAC Indemnity. During such
time as any Bonds are outstanding, the removal of the Trustee
and selection and appointment of any successor trustee shall
require the prior written consent of AMBAC Indemnity.
10 . Every successor trustee, registrar and paying agent
appointed under the Resolutions, the Bonds, this Agreement and
the Letter of Representations shall execute, acknowledge and
deliver to its predecessor and also to the Issuer an instrument
in writing accepting such appointment and thereupon such
successor, without any further act, deed or conveyance, shall
become fully vested with all the estates, properties, rights,
powers, trusts, duties and obligations of its predecessor; but
such predecessor shall nevertheless, on the written request of
the Issuer, or of the successor trustee, registrar or paying
agent, execute and deliver an instrument transferring to such
successor trustee, registrar or paying agent all the estates,
properties, rights , powers and trusts of such predecessor
thereunder; and every predecessor trustee, registrar or paying
agent shall deliver all moneys held by it as trustee, registrar
or paying agent to its successor. Should any instrument in
writing from the Issuer be required by any successor trustee,
-9-
•
.. ,,•/•. -�r .ry..-.-.... .^.. _ _ ''_"' �. r '' .; _.•...n. .e'er'►^ -T/. : .k'r_ -. -.....y..�T-...`�T'.."'+^i.'^_f«. .. ..+►
registrar or paying agent for more fully and certainly vesting
in such successor the estate, rights, powers and duties hereby
vested or intended to be vested in the predecessor any and all
such instruments in writing shall, on request, be executed,
acknowledged and delivered by the Issuer. The resignation of
any trustee, registrar or paying agent and the instrument or
instruments removing any trustee, registrar or paying agent and
appointing a successor hereunder, together with all other
instruments provided for in this Agreement shall be filed by the
successor trustee, registrar or paying agent in each office
where the Resolutions, this Agreement and the Letter of
Representations shall have been filed .
11 . The resolutions, opinions , certificates and other
instruments provided for in the Resolutions, the Bonds, this
Agreement and the Letter of Representations may be accepted by
the Trustee, Registrar and Paying Agent as conclusive evidence
of the facts and conclusions stated therein and shall be full
warrant, protection and authority to the Trustee, Registrar and
Paying Agent for the performanceby the Trustee, Registrar and
Paying Agent of their powers, duties and obligations.
12 . In the event of a change in the office of trustee,
registrar or paying agent, the predecessor which has resigned or
been removed shall cease to be trustee, registrar or paying
agent and the successor shall become such trustee, registrar or
paying agent.
13 . Notwithstanding any other provision of this Agreement
or the Resolutions, in determining whether the rights of the
holders of the Bonds will be adversely affected by any action
taken pursuant to the terms and provisions of the Resolutions or
this Agreement, the Trustee shall consider the effect on the
holders of the Bonds as if there were no Municipal Bond
Insurance Policy.
14 . Any provision of the Resolutions or this Agreement
expressly recognizing or granting rights in or to AMBAC
Indemnity may not be amended in any manner which affects the
rights of AMBAC Indemnity under the Resolutions or this
Agreement without the prior written consent of AMBAC Indemnity.
15 . This Trustee, Registrar and Paying Agent Agreement may
be executed in several counterparts, each of which shall be an
original and all of which shall constitute but one and the same
instrument .
16 . This Trustee, Registrar and Paying Agent Agreement
shall be governed exclusively by the applicable laws of the
State of Florida .
-10-
IN WITNESS- WHEREOF, the City of Miami Beach, Florida
has caused these presents to be signed in its name and behalf by
its Mayor or Vice Mayor, and its seal to be hereunto affixed and
attested by its City Clerk, and Southeast Bank, N.A. has caused
these presents to be signed in its name and behalf by
its seal to be hereunto affixed and attested by , all
as of the day of December, 1987.
(SEAL) CITY OF MIAMI BEACH, FLORIDA
Attest : By:
Mayor
City Clerk SOUTHEAST BANK, N.A. ,
as Trustee, Registrar and
Paying Agent
(SEAL)
By:
Attest :
171-066+/8-s
-11-
•
•
•
•
•
•
�..
,... _.. .•,...
-
.. - _.._ _., .....r�... -,..-... .- .cr a•.i„rt,. ��rr<. ,-.� _ ;S• .,..+r-.-.-►.+Pif«Z^"�V.r_ - - r- 'I"'+a:.:.,.4�_ ._. _ •. .v ..,.._•.. ... ,..
ESCROW DEtOSYT AGRE
THIS ESCROW DEPOSIT AGREEMENT, dated as of December ,
1987, by and between THE CITY OF MIAMI BEACH, FLORIDA (the
"Issuer") and SOUTHEAST BANK, N. A. , a banking corporation
organized under the laws of the United States of America, as
escrow agent (the "Escrow Agent" ) ;
WITNESSET H:
WHEREAS, the Issuer has previously authorized and
issued Parking Revenue Bonds, Series 1984, hereinafter defined
as the "1984 Bonds, " as to which the current debt service
requirements[ , redemption dates and premiums] are set forth on
Schedule A attached hereto; and
WHEREAS, the Issuer has determined to provide for pay-
ment or redemption of the 1984 Bonds, at their respective maturi-
ties or upon earlier redemption, by depositing with the Escrow
Agent an amount of money which, coupled with investment earnings
thereon, will at least equal the amount required to accomplish
such purpose; and
WHEREAS, in order to obtain the funds needed for such
purpose, the Issuer has authorized and is, concurrently with the
delivery of this Agreement, issuing the City of Miami Beach,
Florida $10, 000,000 Parking Revenue Bonds, Series 1987 (the
"1987 Bonds" ) ; and
WHEREAS, the execution of this Escrow Deposit Agreement
and full performance of the provisions hereof shall defease and
discharge the Issuer from certain obligations with regard to the
1984 Bonds;
NOW, THEREFORE, in consideration of the mutual cove-
nants and agreements herein contained, the Issuer and the Escrow
Agent agree as follows :
SECTION 1 . Definitions . As used herein, the following
terms mean:
(a) "Agreement" means this Escrow Deposit Agreement .
(b) "Annual Debt Service" means, as to the 1984 Bonds,
the principal and interest, and the paying agent fees on the
1984 Bonds coming due in each year as shown on Schedule A
attached hereto and hereby made a part hereof .
(c) "Escrow Agent" means Southeast Bank, N. A.
EXHIBIT D
(d) "Escrow Deposit Trust Fund" means the account
hereby created and entitled Escrow Deposit Trust Fund estab-
lished and held by the Escrow Agent pursuant to this Agreement
in which the Escrow Agent will hold investments for payment of
the 1984 Bonds .
(e) "Escrow Requirement" means, as of any date of
calculation, the sum of an amount in cash and principal amount
of United States Government Obligations in the Escrow Deposit
Trust Fund which, together with the interest due on the United
States Government Obligations, will be sufficient to pay, the
Total Debt Service on the 1984 Bonds as the installments thereof
become due, [the Redemption Premium on the portion of the 1984
Bonds not maturing by September 1, 1994 , ] and all expenses then
unpaid.
(f) "Expenses" means the expenses set forth on
Schedule B attached hereto and hereby made a part hereof .
(g) "1984 Bonds" means the outstanding bonds of the
following issue of the Issuer:
City of Miami Beach, Florida
$6, 000, 000 Parking Revenue Bonds, Series 1984 .
[ (h) "Redemption Premium" means, as to the portion of
the 1984 Bonds not maturing by September 1, 1994 , the amount
required to redeem such Bonds on September 1, 1994 as shown on
Schedule A. ]
(i) "Resolution" means Resolution No. and
Resolution No . both enacted by the City Commission of
the Issuer on November 18, 1987 authorizing the issuance of the
Bonds .
(j ) "Total Debt Service" means, as of any date, the
sum of the Annual Debt Service for each year up to and including
the year ending September 1, 1994 then remaining unpaid with
respect to the 1984 Bonds .
(k) "United States Government Obligations" means
direct obligations of the United States of America or obliga-
tions of its several agencies which are unconditionally guar-
anteed by the United States of America .
SECTION 1 . Deposit of Funds . The Issuer hereby deposits
$ with the Escrow Agent for deposit into the Escrow
Deposit Trust Fund in immediately available funds, which funds
the Escrow Agent acknowledges receipt of, to be held in irrevo-
cable escrow by the Escrow Agent separate and apart from other
funds of the Escrow Agent and applied solely as provided in this
Agreement . The Issuer represents that :
-2-
(a) such funds are derived from the net proceeds of
the sale of the 1987 Bonds and other legally available funds of
the Issuer.
(b) Upon their investment pursuant to this Agreement,
such funds are at least equal to the Escrow Requirement as of
the date of such deposit .
SECTION 3 . Use and Investment of Funds . The Escrow Agent
acknowledges receipt of the sum described in Section 2 and
agrees :
(a) to hold the funds in irrevocable escrow during the
term of this Agreement;
(b) to, on the date of delivery of the 1987 Bonds,
invest all of such funds for the purchase of the United States
Government Obligations set forth on Schedule C attached hereto;
(c) to deposit in the Escrow Deposit Trust Fund, as
received, all receipts of maturing principal on the United
States Government Obligations and all receipts of interest on
the United States Government Obligations .
SECTION 4 . Payment of 1984 Bonds .
(a) 1984 Bonds. (i) For the 1984 Bonds maturing
September 1, 1988 through September 1, 1994 [1999] , the Escrow
Agent shall pay to the paying agent for the 1984 Bonds, solely
from the cash on hand in the Escrow Deposit Trust Fund, a sum
sufficient to pay that portion of the Annual Debt Service for
such 1984 Bonds that is due on each payment date as shown on
Schedule A, up to and including the final Annual Debt Service
payment for such 1984 Bonds due on the September 1, 1994 [1999]
payment date.
[ (ii) For the 1984 Bonds maturing September 1,
1995 through September 1, 1999 , the Escrow Agent shall pay to
the paying agent for the 1984 Bonds, solely from the cash on
hand in the Escrow Deposit Trust Fund, a sum sufficient to pay
that portion of the Annual Debt Service for such 1984 Bonds that
is due on each payment date as shown on Schedule A, except that
on the September 1, 1994 payment date, the Escrow Agent shall
pay, in addition to the Annual Debt Service payment due on that
date, the Redemption Premium required to redeem said 1984 Bonds
as shown on Schedule A. ]
411
(b) Expenses . The Escrow Agent shall pay the expenses
due on such date to the appropriate payee or payees designated
on Schedule B or designated by separate certificate of the
Issuer .
-3-
(c) Surplus . On each interest payment date for the
1984 Bonds, after making the payments from the Escrow Deposit
Trust Fund described in Subsection 4(a) , the Escrow Agent shall
hold uninvested any remaining cash in the Escrow Deposit Trust
Fund until the termination of this Agreement, or invest such
remaining cash ifit receives an unqualified opinion from a
nationally recognized Bond Counsel to the effect that the
exclusion from gross income of the interest on the 1984 Bonds
and the 1987 Bonds for federal tax purposes will not be
adversely affected by such investment . Upon the termination of
this Agreement, the Escrow Agent shall then pay any remaining
funds to the Debt Service Fund created in the Resolution.
(d) Priority of Payments . The holders of the 1984
Bonds shall have and there is hereby granted to them an express
first lien on the funds and the United States Government Obliga-
tions in the Escrow Deposit Trust Fund until such funds and
United States Government Obligations are used and applied as
provided in this Agreement . If the cash on hand in the escrow
is ever insufficient to make the payments under Subsection 4 (a)
and (b) , all of the payments required under Subsection 4 (a)
shall be made when due before any payments shall be made under
Subsection 4 (b) . In addition, in the event of any such
insufficiency, the Issuer shall be required to cure such
insufficiency from any other moneys available to it for such
purpose.
SECTION 5 . Reinvestment .
(a) Except as provided in Section 3 and 4 and in this
Section, the Escrow Agent shall have no power or duty to invest
any funds held under this Agreement or to sell, transfer or
otherwise dispose of or make substitutions of the United States
Government Obligations held hereunder.
(b) At the request of the Issuer and upon compliance
with the conditions hereinafter stated, the Escrow Agent shall
sell , transfer, otherwise dispose of or request the redemption
of any of the United States Government Obligations acquired here-
under and shall either purchase 1984 Bonds or substitute other
United States Government Obligations for such United States
Government Obligations . The Issuer will not request the Escrow
Agent to exercise, and the Escrow Agent shall not exercise any
of the powers described in the preceding sentence in any manner
which, if such exercise had been reasonably expected on the date
of issuance of the 1987 Bonds, would have caused them to be
"arbitrage bonds" within the meaning of Section 148 of the
Internal Revenue Code of 1986 and the rulings and interpre-
tations thereof, and the regulations thereunder in effect on the
date of such request and applicable to obligations issued on the
issue date of the 1987 Bonds . The transactions may be effected
-4-
•
only if (i) an independent certified public accountant shall
certify that the cash and principal amount of United States
Government Obligations remaining on hand after the transactions
are completed will be not less than the Escrow Requirement, and
(ii) the Escrow Agent shall receive an unqualified opinion from
a nationally recognized bond counsel to the effect that the
transactions, if they had been reasonably expected on the issue
date of the Bonds would not have caused such Bonds to be
"arbitrage bonds" within the meaning of Section 148 of the
Internal Revenue Code of 1986 and the rulings and interpre-
tations thereof, and the regulations thereunder in effect on the
date of the transactions and applicable to obligations issued on
such date. Any moneys in excess of the Escrow Requirement
resulting by operation of the provisions of this Section 5 (b)
shall be transferred to the Issuer to be used for any lawful
purposes of the Issuer .
[SECTION 6 . No Redemption or Acceleration of Maturity.
The Issuer will not redeem the 1984 Bonds, except in accordance
with the redemption reflected in Schedule A attached hereto . ]
SECTION 7. Indemnity. The Issuer hereby assumes liabil-
ity for, and hereby agrees (whether or not any of the trans-
actions contemplated hereby are consummated) to indemnify,
protect , save and keep harmless the Escrow Agent and its respec-
tive successors, assigns, agents and employees , from and against
any and all liabilities, obligations, losses, damages, penal-
ties , claims, actions, suits, costs , expenses and disbursements
(including legal fees and disbursements) of whatsoever kind and
nature which may be imposed on, incurred by, or asserted against
at any time, the Escrow Agent (whether or not also indemnified
against the same by the Issuer or any other person under any
other agreement or instrument) and in any way relating to or
arising out of the execution and delivery of this Agreement, the
establishment of the Escrow Deposit Trust Fund established here-
under, the acceptance of the funds and securities deposited
therein, the purchase of the United States Government Obliga-
tions , the retention of the United States Government Obligations
or the proceeds thereof and any payment, transfer or other appli-
cation of funds or securities by the Escrow Agent in accordance
with the provisions of this Agreement; provided, however, that
the Issuer shall not be required to indemnify the Escrow Agent
against its own negligence or misconduct . In no event shall
the Issuer be liable to any person by reason of the transactions
contemplated hereby other than to the Escrow Agent as set forth
in this Section. The indemnities contained in this Section
shall survive the termination of this Agreement .
SECTION 8 . Responsibilities of Escrow Agent . The
Escrow Agent and its respective successors , assigns and
employees shall not be held to any personal liability whatso-
ever, in tort, contract , or otherwise, in connection with the
-5-
execution and delivery of this Agreement, the establishment of
the Escrow Deposit Trust Fund, the acceptance of the funds
deposited therein, the purchase of the United States Government
Obligations , the retention of the United States Government Obli-
gations -
gations or the proceeds thereof or any payment, transfer or
other application of moneys or securities by the Escrow Agent g t in
accordance with the provisions of this Agreement or byreason of
any non-negligent act, omission
or error of the Escrow Agent
made in good faith in the conduct of its duties . So long as the
Escrow Agent applies any cash, securities and the interest
earnings therefrom to pay the 1984 Bonds as provided herein, and
complies fully with the terms of this Agreement, the Escrow
0
Agent shall not be liable for any deficiencies in the amounts
necessary to pay the 1984 Bonds . Further, the Escrow Agent
shall not be liable for the accuracyg
of the calculations as to
the sufficiency of cash and of the principal amount of
the
securities, and the earnings thereon, to pay the 1984 Bonds .
The Escrow Agent shall, however, be responsible for its
negligent or willful failure to comply with its duties required qulred
hereunder, and its negligent gent or willful acts, omissions or
errors hereunder . The duties and obligations of the Escrow
Agent may be determined by the express provisions of this
Agreement. The Escrow Agent may consult with counsel , who may
or may not be counsel to the Issuer, and in reliance upon the
opinion of such counsel shall have full and
complete
authorization and protection in respect of anyaction taken,
t ken,
suffered or omitted by it in good faith in accordance
therewith. Whenever the Escrow Agent shall deem it necessary or
desirable that a matter be proved or establishedri
or omittingP or to
taking, suffering any action under this Agreement,
such matter may be deemed to be conclusively established
certificate signed byan by a
9 authorized officer of the Issuer .
SECTION 9 . Resignation of Escrow Agent . The Escrow
Agent may resign and thereby become discharged from the duties
and obligations hereby created, by notice in writinggiven
to
the Issuer and published once in a newspaper or a financial
journal of general circulation in the territorial limits
of the
Issuer, and in a newspaper or a financial journal ofeneral
circulation in the Cityof New York, g
New York, not less than
sixty ( 60) days before such resignation shall take effect .
Such
resignation shall take effect immediately upon the appointment
of a new Escrow Agent hereunder, if such new Escrow Agent shall
be appointed before the time limit set by such notice and shall
then accept the duties and obligations thereof . However, no
such resignation shall take effect until such new Escrow Agent
shall be appointed and shall accept 9
p the duties and obligations
thereof .
-6-
•
....-.. ...,.»......«-_ ._....�..-.--. - - ,..... Y......-_..w.+Yw ... -., :, ..
SECTION 10. Removal of Escrow Agent.
(a) The Escrow Agent may be removed at any time by an
instrument or concurrent instruments in writing, executed by the
holders of not less than fifty-one percent (51%) in aggregate
principal amount of the 1984 Bonds then outstanding, such instru-
ments to be filed with the Issuer, and notice in writing given
by such holders to the registered owner of the 1987 Bonds and
published once in a newspaper or financial journal of general
circulation in the territorial limits of the Issuer, and in a
newspaper or financial journal of general circulation in the
City of New York, New York, not less than sixty (60) days before
such removal is to take effect as stated in said instrument or
instruments . A photographic copy of any instrument filed with
the Issuer under the provisions of this paragraph shall be
delivered by the Issuer to the Escrow Agent .
(b) The Escrow Agent may also be removed at any time
for any breach of trust or for acting or proceeding in violation
of, orfor failing to act or proceed in accordance with, and
provisions of this Agreement with respect to the duties and
obligations of the Escrow Agent by any court of competent juris-
diction
upon the application of the Issuer or the holders of not
less than five percent (5%) in aggregate principal amount of the
1984 Bonds then outstanding .
SECTION 11. Successor Escrow Agent.
(a) If at any time hereafter the Escrow Agent shall
resign, be removed, be dissolved or otherwise become incapable
of acting, or shall be taken over by any governmental official,
agency, department or board, the position of Escrow Agent shall
thereupon become vacant . If the position of Escrow Agent shall
become vacant for any of the foregoing reasons or for any other
reason, the Issuer shall appoint an Escrow Agent to fill such
vacancy. The Issuer shall -
Y publish notice of any such appoint-
ment made by it once in each week for four (4) successive weeks
in a newspaper of general circulation published in the terri-
torial limits of the Issuer and in a newspaper or financial
journal of general circulation in the City of New York, New
York, and, before the second publication of such notice shall
mail a copy thereof to the holders of the 1984 Bonds .
(b) At any time within one year after such vacancy
shall have occurred, the holders of a majority in principal
amount of the 1984 Bonds then outstanding, by an instrument in
writing, filed with the governing body of the Issuer, may
appoint a successor Escrow Agent, which shall supersede any
Escrow Agent theretofore appointed by the Issuer . Photographic
copies of each such instrument shall be delivered promptly by
the Issuer, to the predecessor Escrow Agent and to the Escrow
Agent so appointed by the bondholders .
-7-
(c) If no appointment of a successor Escrow Agent
shall be made pursuant to the foregoing provisions of this
Section, the holder of any 1984 Bonds then outstanding, or any
retiring Escrow Agent may apply to any court of competent juris-
diction to appoint a successor Escrow Agent. Such court may
thereupon, after such notice, if any, as such court may deem
proper, appoint a successor Escrow Agent.
SECTION 12 . Term. This Agreement shall commence upon its
execution and delivery and shall terminate when the 1984 Bonds
have been paid and discharged in accordance with the proceedings
authorizing the 1984 Bonds .
SECTION 13 . severability. If any one or more of the cove-
nants or agreements provided in this Agreement on the part of
the Issuer or the Escrow Agent to be performed should be deter-
mined by a court of competent jurisdiction to be contrary to
law, such covenant or agreements shall in no way affect the
validity of the remaining provisions of this Agreement .
SECTION 14 . Counterparts . This Agreement may be executed
in several counterparts, all or any of which shall be regarded
for all purposes as one original and shall constitute one and
the same instrument .
SECTION 15. Governing Law. This Agreement shall be
governed by and construed under the laws of the State of Florida .
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed by their duly authorized officers and
their corporate seals to be hereunto affixed and attested as of
the date first above written.
CITY OF MIAMI BEACH, FLORIDA
(SEAL)
ATTEST: Mayor
City Clerk
SOUTHEAST BANK, N. A.
(SEAL)
ATTEST: By:
171-064+/8-s
-8-
•
• .w. .....,._ ... .. .. .....» '., ..._.,... ,,..... _ �,.- '7 't'f.•'
SCHEDULE A
DEBT SERVICE ON
THE CITY OF MIAMI BEACH, FLORIDA
PARKING REVENUE BONDS
SERIES 1984
[Bonds Plus Cur-
Called on rent Pay- Total
Period 9/1/84 ing Agent Debt
Endin& Principal at Parl a Interest Fees Service
[REDEMPTION OF
THE CITY OF MIAMI BEACH, FLORIDA
PARKING REVENUE BONDS
SERIES 1984
Redemption Date Redemption Premium
September 1, 1994 3%]
171-064+/6-s
-9-
•
•
..�'...,,,.,..,....rte-..----.--._:. -., q......,. }..... _._.,,_...:-,. •T...-.-.a^Z2--- � --- -.•-,...,n--.r-�s- -. .. ...._..........mss-,..ci•-•. _ ., ....... ...-- - .- - c. - -..--.. -.... .. __. .. �i•7,.x.--• +�^; •--w.rs7
•
SCHEDULE B
EXPENSES TO BE PAID BY
THE ESCROW AGENT
171-064+/6-s
•
_10_
•
•
•
•
•
•
•
•
•
•
•
•
•
• Y•
,......t.•,.,,......,�..._,. ....,,r.,,•..i.•.. �.'�srt..--..+c-..........,.�.......-.....r_..r.�.._.., ..�,�...r,.......r_w,.,t.�,.,..�,,... �....--.� .. .. �. •�-aw....-.++�n�M�!'tr w`»A.:+�!-;•:,..► _ �y �,.. �,•.we+..+�'�.-._. ,. _ .. .. s - .-.� -.�•�^�. � �- f,-..�..�.-,•e v,..�.. ...c'�� i u'"rRe1'.`-""♦
ltt:,e...�. - _.._ .. _._.._..,. ...r.-ar - - - .........�.._.,.,�.r...f...-..tee...^fit........ ..._ ..�,._ �- .- _.��r. ...-,._»........-_.._._.....� __.T..,..v�....,._...._-...._.._.i...�
•
_ �-. _* •..er.._�......r.w__..+......��,4,;r�- �- .:. --..�..�•.•,�,...,.++««:�c.-�.. ..tea.« i� '--'•�-
•
,
•
•
•
•
•
•
•
•
•
•
•
•
•
•
TT . •
•
•
•
•
•
S-5/+1790'ELT
• ZN3DY MO2IOS3 2141. A8 Q3SYHOufld 38
OX SNOIZYDI'I80 S2ZYZS Q3.LINfl
2'I1lQ!H3S
j
):. a...,.. .ri: reery
I
Vead
FLORIDA 3 3 1 3 9
4c \
* • "VACATIONLAND U. Se Ao"
26 -
OFFICE OF THE CITY MANAGER CITY HALL
ROB W.PARKINS 1700 CONVENTION CENTER DRIVE
CITY MANAGER TELEPHONE: 673-7010
COMMISSION MEMORANDUM NO.
DATE: November 18, 1987
TO: Mayor Alex Daoud and
Members of the City ommission
•
FROM: Rob W. Parkins
City Manager
SUBJECT: RESOLUTION AUTHORIZING THE SALE OF THE PARKING REVENUE BONDS
This resolution approves the negotiated sale of $10,000,000 in Parking Revenue Bonds and
also the Bond Purchase Contract, the Preliminary Official Statement, the Trust Agreement,
the Escrow Deposit Agreement and the Representation Letter. These documents are
attached to the resolution for approval. This authorizes the Mayor or Vice-Mayor to sign
the Bond Purchase Agreement within the guidelines of the resolution.
ADMINISTRATION RECOMMENDATION:
The Administration recommends that the City Commission approve the resolution selling the
bonds.
RWP:RN:rs
Attachments
•
•
•
• AGENDA
ITEM
:. .� _
DATE -..
._ (gL•-4 - 3L-40
S 1�Zov
61- L86T '8T �g�S1yDH �lilt* t `
4 ftt-*--;r
ivEE "rii4 l'"'''‘e . '1974
Jn��zei V d
'
17"*:-/
/''ffr Y
i
ri7, 174;r71 l S 0.7
,,,4--.)
. P,1 d-r-Y-S- t 1 v E I
paqenTTlsa •AqTo � l
f' - �- •
lunWTUTUT OQO OOT
T
soo ou le paonpoid aq of Aiequa�noop
•uoTgnTosaz
d
auk go
dope padsanba1 ag Sed auk wo1j sseo T a sed P aT�ltqua coact 11
Y uo aaaT 'news e
u ,� o4 Paibs acZseW aura, qEql pasTnpe uebioW dais 47,1-
«nTp7A , , uI eat3aUAsea :NOIL
(NOI
330 S,llaDY1WW xZIz)
•
IVES, :NOIZYQN�Oom I1OII�l2isSII�tIWQY
p� ma S�dOQ�d 1095 Iy1WOo ALIO an �
NOIS�I
At '
mxxs
2103 7 NMd14Oo NOI SID (1411 • `• v' -Ersimatffir-, SSI 1O0 �ZIo 30
1I3 'i�Y'3S IVIVIN 30 �ZIo an 30 NO Q O�++ISW AIOI SS I1 M03 •8
Y<IYi IlUTZTIMMIt Nr
L8-0T8 •N HT11
-,,,,derw -
off uopttTosau :Nomy
(..",--A? 'ri!fg'2) '--er''''' ''."'i ' Prri e4V
t SNinIS nfa3Q a3NVMI3) � I�IQ�d
• Istl'IOSS� ala zdOCtY NO I SS IWnIOo XS Io
MIZ� :I1OI SYQNO0� MOI ZYZiZS I td
NO
•RIVa ZAIS.03335 NV 203 0NIQIAOid
oN
. \ : •' . `i`O. `II • MA a~ • .. ` f• N a I ••r O ,` �-J i • Q Y.SYs AY
• ZJIID ONIONY s• MI 3o NIVJ IS3 3O .► ..
Iw 3o L8-6 o8 •ON WnarrIc� NoissiWWoo •Q
�'�g � rwB'Y�
5
•,r.' �
IVY !:'''''.:; b� rQ7 . -6 '`a' - s. . •xueg �seaugnoS - qua �T
' o sodaa - 1�1oF Tsodap SaT4 T anoas Y' N S uquab I
(4,-,?rfo
snzs �� �T . .uo levodzoa �T
• (oJ.Q� 1�ued�oo � ue •�uabY buTl�ed aa�sn�s T
:. 'wee g �seaq�noS - �e��s T bad P uooT�Ie2I pue ' 3U1 �•0O s s u zeal S
MoSas� Y N 'sale oossY '4 saver F
- s=a=nsuT puo4 TpdTaTun�a ouI T
oY'nag ••op s z3 saiap=ezeZ - sielT iAaapun puog
(S vaimazQ 3oNVNId) Y2isS IHI�nIQ'�
•�I MI MOM I�I S S IWWOo
�,ZIo S =i�10IZYQN i0o�i NOIR
'RING SAI JDN33d NV
M -� �i �`s
i •: :r• : Fll-NNNCO. I
01�II QIAOR;d Qi�hd _ ' • s ' • :s • •. . .
• r1�•"' • • i :•J ' • •• • • ,PCII, •
, Ind 30 X)1.. \P -• : .Y r • •1' - .'• II -V .1,PI ••, •t�• .
• • i•h '! :•• h1 ' • ': r• ^ :•. •s • •, •» ' r
. �1. • •
- 1r . • l+ i • .r. • • r• • 4Frn ' ••i .1. i
L8-808
'ON hnafCNOIssINWOo •0
I gief4/S.C1)" c .
(cJan as ) SI�Ii QSA'' L.
L86T 8T ZISSaN - WOODY ITIODan
..-..:•.,.....ir.:...::..•-.i.r:,_ ...w;.. ..:ir.w.k+.►.i:.a.:_..«.,, .. ..........,._._..r"'_....__... ..... _ .. -..1....,J.....a.v.. ......__ ., , ,.. ---a.._ .._. ...._..._..i... _. .._.. _. _........,._.__.._.. ..__... ..._.,_�:c _ ..r.....,..
- ._Ha4.., C�
�, = --.)-� .- yam.- �,�.,
1. IteL-a-QA-;r"--1
RESOLUTION NO. ?7- /-?014:-'
A RESOLUTION AUTHORIZING THE NEGOTIATED SALE OF
NOT TO EXCEED $10, 000, 000 CITY OF MIAMI BEACH,
FLORIDA PARKING REVENUE BONDS, SERIES 1987 AND
APPROVING THE SALE THEREOF TO THE PURCHASERS
THEREOF; APPROVING THE FORM OF AND AUTHORIZING
THE EXECUTION AND DELIVERY OF A BOND PURCHASE
CONTRACT; AUTHORIZING MUNICIPAL BOND INSURANCE ON
SUCH BONDS; RATIFYING THE DISTRIBUTION OF A
PRELIMINARY OFFICIAL STATEMENT AND AUTHORIZING
THE EXECUTION AND DISTRIBUTION OF A FINAL
OFFICIAL STATEMENT IN CONNECTION WITH THE
ISSUANCE AND DELIVERY OF THE BONDS; APPOINTING A
`! TRUSTEE, A REGISTRAR, A PAYING AGENT AND AN
ESCROW AGENT; APPROVING THE FORM OF AND
AUTHORIZING THE EXECUTION AND DELIVERY OF A
TRUSTEE, REGISTRAR AND PAYING AGENT AGREEMENT;
APPROVING THE FORM OF AND AUTHORIZING THE
-e EXECUTION AND DELIVERY OF AN ESCROW DEPOSIT
r ) AGREEMENT; PROVIDING FOR -
0 A BOOK-ENTRY-ONLY SYSTEM
rWITH RESPECT TO SUCH BONDS; APPROVING THE FORM OF
•
AND AUTHORIZING THE EXECUTION AND DELIVERY OF A
REPRESENTATION LETTER; MAKING CERTAIN
�� � OTHER
COVENANTS AND AGREEMENTS IN CONNECTION WITH SUCH
BONDS; AND PROVIDING AN EFFECTIVE DATE.
WHEREAS, the City of Miami Beach, Florida (the "City") ,
has by resolution adopted on November 18, 1987 (the "Authoriz-
ing. Resolution" )
Authoriz-ing. Resolution" ) authorized the issuance of its Parking Revenue
Bonds, Series 1987 in the aggregate principal amount not to
exceed $10, 000 , 000 (the "1987 Bonds" ) for the purpose of (a)
paying, together with any other available funds , at their
respective maturities or upon earlier redemption the City' s
Parking Revenue Bonds, Series 1984 (the "Refunded Bonds" ) , (b)
paying all or part of the costs of acquiring, equipping and/or
improving Automobile Parking Facilities (as defined in the
Authorizing Resolution) , (c) funding the Reserve Account (as
defined in the Authorizing Resolution) and (d) paying the cost
of issuance of the 1987 Bonds; and
WHEREAS, the City anticipates receiving an offer from
the purchasers named in the bond purchase contract, the form of
which is attached hereto as Exhibit "A" (the "Bond Purchase
Contract" ) , to purchase the 1987 Bonds , subject to the terms and
conditions set forth in the Bond Purchase Contract and this
Resolution; and
WHEREAS, the City now desires to sell the 1987 Bonds
pursuant to the terms and conditions of the Bond Purchase
62
AGENDA ()R ,1
ITEM - --
DATE H%-11
_ - - -- - -----.- -7-74
--"+...-r... - �,, _ S .-7.�r---''--- :-• ----rst---7-►
ORIGINAL
RESOLUTION NO. 87-19082
Authorizing the negotiated sale of not to
exceed $10,000,000 C.M.B. , Florida Parking
Revenue Bonds, Series 1987 and approving
the sale thereof to the purchasers thereof;