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RESOLUTION 88-19469 RESOLUTION NO. 88-19469 A RESOLUTION AUTHORIZING THE NEGOTIATED SALE OF NOT TO EXCEED $12,000,000 CITY OF MIAMI BEACH, FLORIDA PARKING REVENUE BONDS, SERIES 1988; APPROVING THE FORM OF AND AUTHORIZING THE EXECUTION AND DELIVERY OF A BOND PURCHASE CONTRACT; DELEGATING TO THE MAYOR THE AUTHORITY TO ESTABLISH CERTAIN TERMS OF THE SERIES 1988 BONDS AND TERMS OF SALE; PROVIDING FOR A BOOK-ENTRY-ONLY SYSTEM WITH RESPECT TO THE SERIES 1988 BONDS AND APPROVING THE FORM OF AND AU- THORIZING THE EXECUTION AND DELIVERY OF A REPRESEN- TATION LETTER; AUTHORIZING THE PURCHASE OF MUNICI- PAL 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 AND APPROVING THE FORM OF AND AUTHORIZING THE EXECUTION AND DELIVERY OF A TRUSTEE, REGISTRAR AND PAYING AGENT AGREEMENT; APPOINTING AN ESCROW AGENT AND APPROVING THE FORM OF AND AUTHORIZING THE EXE- CUTION AND DELIVERY OF AN ESCROW DEPOSIT AGREEMENT; MAKING CERTAIN OTHER COVENANTS AND AGREEMENTS IN CONNECTION WITH SUCH BONDS; AND PROVIDING AN EFFEC- TIVE DATE. WHEREAS, the City of Miami Beach, Florida (the "City") , has by reso- lution adopted on the date hereof (the "Authorizing Resolution") authorized the issuance of its Parking Revenue Bonds, Series 1988 in the aggregate prin- cipal amount not to exceed $12,000,000 (the "Series 1988 Bonds") for the pur- pose of (a) providing funds, together with any other available funds, to re- fund and defease all of the City's Outstanding Parking Revenue Bonds, Series 1984 (the "Refunded Bonds") which were issued pursuant to Resolution No. 78-15748 and Resolution. No. 84-17654 (collectively, the "Series 1984 Resolution") , (b) paying all l or part of the Costs of the Series 1988 Project (as defined in the Authorizing Resolution) , (c) funding the Reserve Account (as defined in the Authorizing Resolution) , and (d) paying the Initial Credit Enhancement Charges (as defined in the Authorizing Resolution) and Issuance Expenses (as defined in the Authorizing Resolution) of the Series 1988 Bonds; and WHEREAS, due to the volatility of the municipal bond market and the sensitivity of advance refundings to interest rate fluctuations, it is not de- sirable to conduct the sale of refunding bonds by public bidding because, dur- ing the time involved in preparation for and conducting a sale by public bidding, interest rates could increase substantially. Therefore, it is desir- able to sell the Series 1988 Bonds by a negotiated sale which may be accom- plished quickly and the City has been conducting negotiations for the sale of the Series 1988 Bonds; and WHEREAS, as a result of such negotiations, the City anticipates re- ceiving an offer, from the purchasers named in the Bond Purchase Contract (the "Bond Purchase Contract") the form of which has been presented to the meeting at which this resolution is adopted, to purchase the Series 1988 Bonds, sub- ject to the terms and conditions set forth in such form of the Bond Purchase Contract and such additional terms and conditions to be determined by the Mayor, as herein provided; and WHEREAS, the City desires to sell the Series 1988 Bonds pursuant to the terms and conditions of the Bond Purchase Contract and this Resolution, to authorize the purchase of municipal bond insurance for the Series 1988 Bonds, to authorize the execution of a Trustee, Registrar and Paying Agent Agreement, to approve the distribution of the Preliminary/ Official Statement for the Series 1988 Bonds, to authorize the execution and distribution of a final Official Statement for the Series 1988 Bonds, to `provide for a book-entry-only system with respect thereto, and to authorize the execution of an Escrow Deposit Agreement; and WHEREAS, the City anticipates receiving all applicable disclosure in- formation required by Section 218.385, Florida Statutes prior to the execution of the Bond Purchase Contract; NOW THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, AS FOLLOWS: SECTION 1. Authorization of Negotiated Sale. Due to the complexity of the financing plan for the Series 1988 Bonds, the interest rate sensitivity of advance fundings, and the current rapidly changing bond market conditions, it is hereby determined that it is in the public interest and in the best in- terest of the City to sell the Series 1988 Bonds by a negotiated sale in order to obtain the most favorable terms in the bond market. A negotiated sale of the Series 1988 Bonds is hereby authorized and approved. The disclosure in- formation required by Section 218.385, Florida Statutes shall be provided to the City, and be attached to the Bond Purchase Contract (described below prior to the execution of the Bond Purchase Contract) . SECTION 2. Terms of Series 1988 Bonds and Terms of Sale. The Com- mission has determined that a negotiated sale of the Series 1988 Bonds is in the best interests of the City for the reasons stated in Section 1 hereof and has negotiated for the sale of the Series 1988 Bonds to Lazard Freres & Co. , Chase Manhattan Capital Markets Corporation and Raymond James & Associates, Inc. (hereinafter collectively called the "Original Purchaser") . The Original Purchaser has presented to the Commission a form of Bond Purchase Contract for the Series 1988 Bonds which is in substantially final form except for the matters to be established by the Mayor's Certificate, as hereinafter provided. The Commission hereby approves the form of the Bond Purchase Contract for the Series 1988 Bonds. The Commission authorizes the Mayor to negotiate and to establish, by the Mayor's Certificate for the Series 1988 Bonds, the following details of the Series 1988 Bonds and of the sale thereof: (i) Principal Amount. The Commission hereby authorizes the Mayor to establish, by the Mayor's Certificate for the Series 1988 Bonds, the aggregate principal amount of the Series 1988 Bonds to be sold and issued thereof, but not to exceed $12,000,000; (ii) Maturities. The Commission hereby authorizes the Mayor to establish, by the Mayor's Certificate for the Series 1988 Bonds, the stated maturity dates of the Series 1988 Bonds, provided the final maturity date shall not be later than September 1 , 2020. Said authorization includes the authorization to determining which, if any, of the Series 1988 Bonds shall be Serial Bonds and which, if any, shall be Term Bonds; (iii) Redemption Provisions. The Commission hereby authorizes and di- rects the Mayor to establish, by the Mayor's Certificate for the Series 1988 Bonds, the redemption provisions for the Series 1988 Bonds, provided, however, that the first permitted optional re- demption date for the Series 1988 Bonds shall be not later than ten (10) years after the date of issuance of the Series 1988 Bonds and that no redemption price shall be in excess of one hundred three percent (103%) of the principal amount at maturity of any such Series 1988 Bond. The Mayor shall also establish, by the Mayor's Certificate for the Series 1988 Bonds, the manda- tory redemption schedule applicable to any maturity of Series 1988 Bonds which are Term Bonds; (iv) Interest Rates and Price. The Commission hereby authorizes the Mayor to establish, by the Mayor's Certificate for the Series 1988 Bonds, the interest rate for each maturity of the Series 1988 Bonds and any original issue discount applicable to each such maturity. The Series 1988 Bonds shall be sold at an under- writer's discount (exclusive of any original issue discount) not in excess of three percent (3%) of the initial principal amount thereof. The netinterest cost rate borne by the Series 1988 - 2 - Bonds shall not exceed the maximum interest rate allowed by law; and (v) Sources and Uses of Funds. The Mayor is hereby authorized and directed to negotiate and establish a schedule of Sources and Uses of Funds showing the uses of proceeds of the Series 1988 Bonds and of any amounts held in Funds heretofore created by the Series 1984 Resolution which are to be used: (1) To fund the Escrow Fund to be created under the Escrow De- posit Agreement (hereinafter approved) ; (2) To fund the Reserve Account created by the Authorizing Re- solution; (3) To pay Initial Credit Enhancement Charges and Issuance Ex- penses; and (4) To fund the Construction Fund for the Series 1988 Project. The Reserve Account shall be fully funded on the date of issu- ance of the Series 1988 Bonds from the sources described in the Sources and Uses of Funds schedule. The execution and delivery by the Mayor of the Mayor's Certificate for the Series 1988 Bonds determining the matters described in this Section 2 shall be conclusive evidence of the Commission's approval of such matters. SECTION 3. Terms of Series 1988 Bonds. The Series 1988 Bonds shall be dated December 1 , 1988 and shall bear interest payable March 1 and September 1, commencing March 1 , 1989. The Series 1988 Bonds shall mature on September 1 in the years, not later than 2020, and in the amounts and shall bear interest at the rate or rates, subject to the limitation set forth in Section 2 hereof, all as shall be established by the Mayor's Certificate for the Series 1988 Bonds. Interest shall be calculated on the basis of a three hundred sixty (360) day year of twelve (12) months of thirty (30) days. The Series 1988 Bonds maturing after a date (the "Call Date") to be established by the Mayor's Certificate for the Series 1988 Bonds shall be subject to optional redemption prior to their stated maturity, on or after 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 one hundred three percent (103%) of the principal amounts redeemed, as shall be established by the Mayor's Certificate for the Series 1988 Bonds; ac- crued interest shall be paid thereon in the usual manner to the date fixed for redemption. If less than all of the Series 1988 Bonds shall be called for re- demption, the maturities of the Series 1988 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 single maturity shall be called for redemption, the Series 1988 Bonds to be redeemed shall be selected by a lot within said maturity by the Trustee. Any Series 1988 Bonds which are Term Bonds, as shall be estab- lished by the Mayor's Certificate for the Series 1988 Bonds, shall be subject to mandatory redemption at par prior to their stated maturity, on September 1 of such years and in such amounts as shall be established by the Mayor's Cer- tificate for the Series 1988 Bonds; accrued interest shall be paid thereon in the usual manner to the date fixed for redemption. The Series 1988 Bonds shall be substantially in the form set forth in the Authorizing Resolution with such insertions, deletions and modi- fications as shall be necessary to reflect the terms set forth herein, in the Bond Purchase Contract and in the Mayor's Certificate for the Series 1988 Bonds; the form of the Series 1988 Bonds may include such other terms and pro- visions as the Mayor shall deem appropriate. The Mayor's approval of the form of the Series 1988 Bonds shall be conclusively established by his execution thereof. - 3 - • The Series 1988 Bonds are authorized under and secured by the Authorizing Resolution and shall be sold and issued pursuant to this Resolu- tion (collectively, the "Bond Resolutions") and shall be executed by the Mayor, attested by the City Clerk and delivered to or upon the order of the Original Purchaser. Such delivery of the Series 1988 Bonds shall be made upon the payment of the purchase price thereof as set forth in the Bond Purchase Contract, plus accrued interest on the Series 1988 Bonds from their dated date to their date of delivery, all in accordance with the provisions stated in the Bond Resolutions, the Bond Purchase Contract and the Mayor's Certificate for the Series 1988 Bonds. The Commission hereby provides, pursuant to the provisions of Section 5 of the Authorizing Resolution, that the Registrar shall not be re- quired to transfer or exchange any Series 1988 Bond during the period com- mencing fifteen (15) days prior to any Interest Payment Date and ending at the close of business on such Interest Payment Date or during the period commenc- ing fifteen (15) days prior to the day of mailing of a notice of redemption of any Series 1988 Bonds and ending at the close of business on the day of such mailing and the Registrar shall also not be required to transfer, exchange, or replace any Series 1988 Bond which has been selected for redemption in whole or in part. SECTION 4. Payment of Bonds; Book-Entry System; Notice of Redemption. (a) Medium of Payment. Debt service on the Series 1988 Bonds shall be payable in lawful money of the United States of America without deduction for the services of the Paying Agent. (b) Payment of Principal and Premium. The principal of and any pre- mium on each Series 1988 Bond shall be payable when due upon presentation and surrender of such Series 1988 Bond at the principal corporate trust office of the Paying Agent, together with an assignment in form satisfactory to the Registrar duly executed by the registered owner thereof or his duly authorized attorney with signature guaranteed by a commercial bank, trust company or mem- ber firm of the New York Stock Exchange. (c) Payment of Interest. Pursuant to the provisions of Section 2 of the Authorizing Resolution, the Commission declares that the following provi- sions shall be applicable to the payment of interest on the Series 1988 Bonds: interest on each Series 1988 Bond shall be paid on each Interest Payment Date by check or draft, mailed by the Paying Agent on that Interest Payment Date to the Person who was the registered owner of such Series 1988 Bond (or of one or more Predecessor Bonds) as of the close of business on the fifteenth (15th) day of the calendar month immediately preceding such Interest Payment Date (being the "Regular Record Date" applicable to that Interest Payment Date) at the address of such registered owner as it appears on the Register as of the close of business of the Registrar on such Regular Record Date; provided, how- ever, that (upon written request of the Holder of $1 ,000,000 or more in prin- cipal amount of Series 1988 Bonds) interest may be paid when due by wire, in which case the City agrees to reimburse the Paying Agent for the cost of such wire. If and to the extent, however, that the City fails to make payment or provision for payment on any Interest Payment Date of interest on any Series 1988 Bond, that interest shall cease to be payable to the Person who was the Holder of that Series 1988 Bond (or of one or more Predecessor Bonds) as of the applicable Regular Record Date. When moneys become available for payment of the delinquent interest (together with interest on such delinquent interest at the rate specified in such Series 1988 Bond) , the Registrar shall establish a Special Interest Payment Date for the payment of that delinquent interest (and interest thereon) , and a Special Record Date therefor, which Special Record Date shall be not more than fifteen (15) nor fewer than ten (10) days prior to the Special Interest Payment Date. The Registrar shall cause notice of the proposed payment, of the Special Interest Payment Date and of the Special Record Date to be mailed, not fewer than ten (10) days preceding the Special Record Date, to each Person who was the registered owner of such Series 1988 Bond (or one or more Predecessor Bonds) as of the close of bus- iness of the Registrar on the fifteenth (15th) day preceding such mailing at such Person's address as it appears on the Register on the fifteenth (15th) day preceding the mailing of such notice. Thereafter, the delinquent interest - 4 - • (together with interest on such delinquent interest at the rate specified in such Series 1988 Bond) shall be payable to the Person who was the Holder of such Series 1988 Bond (or one or more Predecessor Bonds) as of the close of business of the Registrar on the Special Record Date. (d) Book-Entry System. Pursuant to Section 2 of the Authorizing Resolution, the Commission hereby establishes a Book-Entry System (as defined in the Authorizing Resolution and herein called a "book-entry-only system) for the Series 1988 Bonds. The following provisions shall apply with respect to the Series 1988 Bonds while they are registered in a book-entry-only system with The Depository Trust Company ("DTC") , New York, New York, an automated securities depository and clearinghouse for securities transactions, pursuant to a Representation Letter (the "Representation Letter") substantially in the form presented to the meeting at which this resolution is adopted. The Representation Letter sets forth certain matters with respect to, among other things, notices, consents and approvals by bondholders and payments on the Series 1988 Bonds, which Representation Letter is hereby authorized and ap- proved in substantially the form presented to the meeting at which this Resolution is adopted and filed with the records of the Commission and incor- porated herein by reference. The 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 materially change the substance thereof and as may be approved by the Mayor, said execution to be conclusive evidence of such approval. The Series 1988 Bonds are to be issued initially in the form of one fully registered Series 1988 Bond for each maturity, each in the aggregate principal amount of such maturity, registered as to both principal and inter- est in the name of Cede & Co. , the sole registered owner of the Series 1988 Bonds, as nominee for DTC. On original issue, the Series 1988 Bonds are to be deposited with DTC, which will be responsible for maintaining a book-entry- only system for (a) recording the ownership of beneficial interests of its participants (the "DTC Participants") , which include certain banks, trust com- panies, securities brokers and dealers, clearing corporation and certain other organizations, and (b) the transfer of the beneficial 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 or maintain a custodial relationship with a DTC Participant, either directly or indirectly (the "Indirect Participants") . Purchasers of beneficial interests in the Series 1988 Bonds under the book-entry-only system may be made only through brokers and dealers who are, or act through DTC Participants. The DTC Par- ticipants purchasing beneficial interests in the Series 1988 Bonds shall re- ceive a credit balance in the records of DTC. The DTC Participants and Indirect Participants will be responsible for maintaining records with respect to the ownership of individual purchasers of beneficial interests in the Series 1988 Bonds. Owners of beneficial interests will receive from the ap- plicable DTC Participants or Indirect Participants a written confirmation of their purchase providing details of the Series 1988 Bonds in which such bene- ficial interests are acquired. Notwithstanding any other provision of the Bond Resolutions to the contrary, so long as the Series 1988 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 Series 1988 Bonds and all notices with respect to such Series 1988 Bonds shall be made and given, respectively, to DTC as provided in the Representation Letter and any notice to be provided to registered owners of the Series 1988 Bonds will be provided to DTC in such manner. Disbursal of such amounts of principal of and premium, if any, and interest on the Series 1988 Bonds to the DTC Participants is the responsi- bility of DTC. DTC's current practice is immediately to 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 to beneficial owners will be governed by standing instructions and customary practices, as is now the case with municipal securities held in bearer form or in "street name" for the accounts of customers, and will be the responsibility of such DTC Participant or Indirect Participant, subject to statutory and regulatory requirements as may be in effect from time to time. Provision of - 5 - any such notice by DTC to the DTC Participants, by DTC Participants to Indirect Participants and by DTC Participants and Indirect Participants to beneficial owners of the Series 1988 Bonds will be governed by arrangements among them, subject to any statutory and regulatory requirements as may be in effect from time to time. Any failure of DTC to notify a DTC Participant, or of a DTC Participant to notify an Indirect Participant, or of a DTC Partici- pant artisi- pant or Indirect Participant to notify an owner of a beneficial interest in any Series 1988 Bond, of any notice of redemption and its content and effect, shall not effect the validity of the redemption of any Series 1988 Bond 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 any payment or give any notice to any owner of a beneficial interest in any Series 1988 Bond in respect of such Series 1988 Bond or any error or delay relating thereto. In connection with any notice or other communication to be pro- vided to the registered owners of the Series 1988 Bonds, 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 such registered owners, 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 fifteen (15) calendar days in advance of such record date to the extent possible. Notice shall be given only to DTC so long as DTC (or its nominee, Cede & Co. ) is the sole registered owner of the Series 1988 Bonds. Under DTC's current procedures, neither DTC nor Cede & Co. will provide any consents with respect to the Series 1988 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 bene- ficial interests in the Series 1988 Bonds credited to their accounts on the record date. Individuals may purchase beneficial interests in the Series 1988 Bonds, in the amount of $5,000 or integral multiples thereof, and the book- entry-only system for recording ownership of beneficial interests shall be ap- plicable to the Series 1988 Bonds, unless otherwise determined by the City. The only authorized denominations for the Series 1988 Bonds of each maturity, shall be in the aggregate amount of such maturity, as reduced from time to time prior to maturity in connection with redemptions or retirements by pur- chase, call or payment. During the period for which Cede & Co. , as nominee for DTC, is the registered owner of the Series 1988 Bonds, DTC fees in connection with the book-entry-only system are to be borne by the DTC Participants, except for the payment by the City of a nominal fee for obtaining a position listing of the DTC Participants, all as more fully set forth in Representation Letter. The City, the Trustee, the Registrar and the Paying Agent may treat DTC (or its nominee, Cede & Co. ) as the sole and exclusive owner of the Series 1988 Bonds registered in its name for the purposes of payment of the principal or redemp- tion price of, or interest on, the Series 1988 Bonds, selecting the Series 1988 Bonds or portions thereof to be redeemed, giving any notice permitted or required to be given to registered owners of the Series 1988 Bonds under the Bond Resolutions, registering the transfer of Series 1988 Bonds, and for all other purposes whatsoever, provided, however, that under DTC's current proce- dures Cede & Co. 's voting rights with respect to the Series 1988 Bonds will be assigned to the DTC Participants having beneficial interests in the Series 1988 Bonds credited to their accounts on the record date pursuant 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 Agent shall have any responsibility or obligation to any DTC Participant, any Indirect Participant, any person claim- ing ownership of a beneficial interest in the Series 1988 Bonds under or through DTC or any DTC Participant or any Indirect Participant, or any other person which is not shown on the registration books of the Registrar as being a bondholder, with respect to the accuracy of any records maintained by DTC or any DTC Participant or any Indirect Participant, with respect to the payment by DTC or any DTC Participant or any Indirect Participant of any amount in - 6 - respect of the principal or redemption price of, or interest on, the Series 1988 Bonds, or with respect to any notice which is permitted or required to be given to bondholders under the Bond Resolutions, or with respect to the selec- tion 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 Series 1988 Bonds, or with respect to any other action taken by DTC as bondholder, pro- vided, however, that, under DTC's current procedures, Cede & Co. 's voting rights with respect to the Series 1988 Bonds will be assigned to the DTC Participants having beneficial interests in the Series 1988 Bonds credited to their accounts on the record date pursuant to an Omnibus Proxy. The Paying Agent shall pay all principal of and premium, if any, and interest on the Series 1988 Bonds only to DTC or to Cede & Co. in accordance with the Repre- sentation Letter, and all such payments shall be valid and effective to satis- fy and discharge in full the City's obligations with respect to the principal of and premium, if any, and interest on the Series 1988 Bonds to the extent of the sum or sums so paid. No person other than DTC (or its nominee, Cede & Co. ) shall receive an authenticated Series 1988 Bond for each separate stated maturity evidencing the obligation of the City to make payments of principal of an 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 Series 1988 Bonds or the City determines not to continue the book-entry-only system for recording ownership of beneficial interests in the Series 1988 Bonds with DTC, the City shall discontinue the book-entry-only system with DTC. If the City does not select another quali- fied securities depository to replace DTC (or a successor depository) in order to continue a book-entry-only system for the Series 1988 Bonds, the Registrar, in accordance with the Bond Resolutions, will reregister Series 1988 Bonds and fully registered bond certificates, in authorized denominations of $5,000 or integral multiples thereof, will be delivered in accordance with instructions from DTC and others. In such event and thereafter the Series 1988 Bonds shall be subject to the provisions of the Bond Resolutions regarding the method of payment of principal of, redemption premium, if any, and interest on the Series 1988 Bonds and to the provisions for registration, transfer, and ex- change of Series 1988 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 Series 1988 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 to replace 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 Series 1988 Bond for each maturity, fully registered in the name of such depository, or its nominee, in the original principal amount as reduced from time to time prior to maturity in connection with redemptions or retirements by purchase, call or payment, and in such event, such depository will then maintain the book-entry- only system for recording ownership of beneficial interests in the Series 1988 Bonds. (e) Notice of Redemption. Pursuant to the provisions of Section 9 of the Authorizing Resolution, the Commission declares that the following provisions for the giving of notice of redemption shall be applicable to the Series 1988 Bonds: At least thirty (30) days and not more than sixty (60) day be- fore the redemption date, a written notice of any such redemption, either in whole or in part, signed by the Trustee, shall be mailed, postage prepaid to all registered owners of 1988 Bonds to be redeemed at their addresses as they appear on the registration books of the Registrar, but failure so to mail any such notice to the registered owner of any 1988 Bonds shall not affect the validity of the proceedings for redemption of any other bond. At any time during which the book-entry-only system is in effect, notice of redemption shall be sent only to DTC. Each such notice shall set forth the CUSIP number, if any, the certificate number, the called amounts of each certificate, date of issue, interest rate and maturity date of the 1988 Bonds to be redeemed and shall also include the date fixed for redemption, the redemption price to be paid and the name and address of the redemption agent. At any time during which the book-entry-only system is in effect, notice of redemption shall only be sent to DTC. - 7 - /a/f/ P" SECTION 5. Municipal Bond Insurance. (a) A 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 Series 1988 Bonds is hereby authorized to be purchased from AMBAC Indemnity. The premium for such insurance is hereby authorized to be paid from the proceeds of the Series 1988 Bonds; such premium shall constitute the Initial Credit Enhancement Charges relating to the Series 1988 Bonds. A statement of insur- ance is hereby authorized to be printed on or attached to the Series 1988 Bonds for the benefit and information of the Holders of the Series 1988 Bonds. Any rating agency fees which are payable with such premium shall be paid as a part of the Issuance Expenses of the Series 1988 Bonds. (b) 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 Series 1988 Bonds (the "Insurance Policy") is in effect, and AMBAC Indemnity is not in default with respect to the timely performance of all of its obligations thereunder, the City (the "Issuer") or the Trustee and/or Paying Agent (the "Bank") , as appropriate, shall furnish to AMBAC Indemnity: (i) 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; (ii) A copy of any notice to be given to the registered owners of the Bonds and any certificate given pursuant to the Bond Resolutions relating to the security for the Bonds; and (iii) Such additional information AMBAC Indemnity may reasonably request. (iv) The Bank shall notify AMBAC Indemnity of any failure of the Issuer to provide any such relevant notices, certificates or information. (v) The Issuer will permit AMBAC Indemnity to discuss the af- fairs, finances and accounts of the Issuer or any informa- tion AMBAC Indemnity may reasonably request regarding the security for the Bonds with appropriate officers of the Issuer. The Issuer will permit AMBAC Indemnity to have ac- cess to the Parking System (as defined in the Bond Resolu- tions) and the Bank and the Issuer, as appropriate, will permit AMBAC Indemnity to have access to and to make copies of all books and records relating to the Bonds at any rea- sonable time. (vi) AMBAC Indemnity shall have the right to direct an account- ing 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 shall be extended (so long as dur- ing such thirty (30) day period as the Issuer has taken reasonable action directed toward achieving compliance and is diligently seeking to comply) , but only if such ex- tension would not materially adversely affect the interests of any registered owner of the Bonds. (vii) Notwithstanding any other provision of the Bond Resolu- tions, the Bank shall immediately notify AMBAC Indemnity: (I) If at any time there are insufficient moneys to make any payments of principal or interest on the Bonds; - 8 - A /e,//9/d lr (II) Upon the occurrence of any Event of Default under the Bond Resolutions; or (III) Upon any breach by the Issuer of its obligations under the Bond Resolutions. (c) As long as the Insurance Policy shall be in full force and ef- fect, the Issuer and the Bank, in its capacity as Trustee and Paying Agent for the Bonds, agrees to comply with the following provisions: (i) If five (5) days prior to an Interest Payment Date the Bank determines that there will be insufficient moneys in the Pledged Funds, which are available for such purpose, to pay the principal of or interest on the Bonds on any date on which such principal or interest is due, the Bank shall so notify AMBAC Indemnity. Such notice shall specify the date such payment is due, the amount of the anticipated defi- ciency, the Bonds to which such deficiency is applicable and whether such Bonds will be deficient as to principal or interest, or both. If the Bank has not so notified AMBAC Indemnity five (5) days prior to the date such payment is due, AMBAC Indemnity shall 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 Bank. (ii) The Bank 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 "Insur- ance Trustee") , the registration books of the Issuer main- tained by the Bank as Registrar for the Bonds and all re- cords relating to the Funds and Accounts held by the Bank under the Bond Resolutions. (iii) The Bank shall provide AMBAC Indemnity and the Insurance Trustee with a list of registered owners of Bonds who are entitled to receive principal or interest payments from AMBAC Indemnity under the terms of the 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 the principal of any Bonds which are surren- dered to the Insurance Trustee by the registered owners of Bonds who are entitled to receive full or partial principal payments from AMBAC Indemnity. (iv) The Bank shall, at the time it provides notice to AMBAC Indemnity pursuant to (i) 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, in form satisfactory to the Insurance Trustee, 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 in form 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 - 9 - Paying Agent, 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 Bank, as Paying Agent, which shall note on such Bonds the portion of the principal paid by the Bank, as Paying Agent, and then, along with an appropriate instrument of assignment, in form satisfactory to the Insurance Trustee, which will then pay the unpaid portion of such principal. (v) In the event that the Bank has notice that any payment made to a Bondholder by, or on behalf of, the Issuer of principal of or interest on a Bond (which has become due for payment) , has been deemed a "preferential transfer" and theretofore recovered from such registered owner, pursuant to the United States Bankruptcy Code, by a trustee in bankruptcy in accordance with the final, non-appealable order of a court having competent jurisdiction, the Bank shall, at the time AMBAC Indemnity is notified pursuant to (a) above, notify such registered owner that in the event that such 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 to make such payment, and the Bank shall furnish to AMBAC Indemnity its records evidencing the payments of principal of and interest on the Bonds which have been made by the Bank, as Paying Agent, and which are subsequently recovered from registered owners and the dates on which such payments were made. (vi) In addition to those rights granted AMBAC Indemnity under the Bond Resolutions, 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 Insurance Policy, and to evidence such subrogation (i) in the case of subrogation as to claims for past due interest, the Bank shall note AMBAC Indemnity's rights as subrogee on the registration books of the Issuer maintained by the Bank, as Registrar, upon receipt from AMBAC Indemnity of proof of the payment of interest thereon to the registered owners of such Bonds, and (ii) in the case of subrogation as to claims for past due principal, the Bank, as Registrar, shall note AMBAC Indemnity's rights as subrogee on the registration books of the Issuer maintained by the Bank, as Registrar, upon surrender of such Bonds by the registered owners thereof; such notations shall indicate the amount of such payment to which AMBAC Indemnity's right of subrogation applies and the Bank's records shall include proof of the payment of any such principal or interest. (vii) The Trustee may be removed by the City at any time, at the request of AMBAC Indemnity, for any breach of the trust set forth in the Bond Resolutions. (viii) AMBAC Indemnity shall receive prior written notice from the Trustee of any Trustee resignation. (ix) Every successor Trustee appointed pursuant to the Bond Resolutions shall be a trust company or bank in good stand- ing located in or incorporated under the laws of the State, duly authorized to exercise trust powers and subject to examination by federal or state authority, having a report- ed capital and surplus of not less than $75,000,000 and ac- ceptable to AMBAC Indemnity. - 10 - 4'- /.//f/f/ (x) Notwithstanding any other provision of the Bond Resolu- tions, in determining whether the rights of the Bond hold- ers will be adversely affected by any action taken pursuant to the terms and provisions of the Bond Resolutions, the Trustee shall consider the effect on the Bondholders as if there were no Municipal Bond Insurance Policy. (xi) Notwithstanding any other provision of the Bond Resolu- tions, no removal, resignation or termination of the Trustee shall take effect until a successor, acceptable to AMBAC Indemnity, shall be appointed. (xii) Nothing in the Bond Resolutions, expressed or implied is intended or shall be construed to confer upon, or to give to, any person or entity, other than the Issuer, the Trustee, AMBAC Indemnity (and other Providers) , the Paying Agent, if any, and the registered owners of the Bonds, any right, remedy or claim under or by reason of the Bond Reso- lutions or any covenant, condition or stipulation hereof, and all covenants, stipulations, promises and agreements in the Bond Resolutions contained by and on behalf of the City shall be for the sole and exclusive benefit of the Issuer, the Trustee, AMBAC Indemnity, the Paying Agent, if any, and the registered owners of the Series 1988 Bonds. (xiii) In the event that the principal and/or interest due on the Series 1988 Bonds shall be paid by AMBAC Indemnity pursuant to the Municipal Bond Insurance Policy, the Series 1988 Bonds shall remain Outstanding for all purposes, not be de- feased or otherwise satisfied and not be considered paid by the Issuer, and the assignment and pledge of the Pledged Revenues and Pledged Funds and all covenants, agreements and other obligations of the Issuer to the registered owners shall continue to exist and shall run to the benefit of AMBAC Indemnity, and AMBAC Indemnity shall be subrogated to the rights of such registered owners. SECTION 6. Execution of the Bond Purchase Contract for the Series 1988 Bonds. The Commission hereby authorizes and directs the Mayor, following review and approval by the City Attorney, to execute and deliver the Bond Pur- chase Contract for the Series 1988 Bonds, in substantially the form presented to the Commission at the meeting of the Commission at which this Resolution is adopted and as filed in the records of the Commission, subject to such chang- es, insertions and omissions and such filling-in of blanks therein as may be required to conform to the provisions to be established by the Mayor, as here- in authorized, and subject to such other changes as may be approved by the Mayor. The execution of the Bond Purchase Contract for the Series 1988 Bonds, for and on behalf of the City, by the Mayor shall be conclusive evidence of the Commission's approval of any such changes, insertions, omissions or filling-in of blanks. The Finance Director is hereby authorized and directed to deliver the Series 1988 Bonds or cause them to be delivered to or upon the order of the Original Purchaser of the Series 1988 Bonds upon compliance with the provisions of the Bond Resolutions. SECTION 7. Approval of Preliminary Official Statement. The Commis- sion hereby approves the prior distribution and use by the Original Purchaser of the Preliminary Official Statement relating to the Series 1988 Bonds, a copy of which has been presented to the meeting at which this Resolution is adopted and filed with the records of the Commission. SECTION 8. Approval and Execution of the Final Official Statement. The final Official Statement to be used inconnection with the offering and sale of the Series 1988 Bonds, in substantially the form of the Preliminary Official Statement presented to the Commission at the meeting of the Commis- sion at which this Resolution is adopted and as filed in the records of the Commission, with such changes, insertions and omissions and such filling-in of blanks therein as may be required to conform to the provisions of the Mayor's Certificate for the Series 1988 Bonds, the Bond Purchase Contract and this Resolution and with such other changes as may be approved by the officials of - 11 - the City executing the same, pursuant to this Section, is hereby approved. The use of the Official Statement, upon its completion as set forth above, in connection with the sale of the Series 1988 Bonds is hereby authorized. The Commission hereby authorizes and directs the Mayor and the City Manager, with prior review by the City Attorney, to execute and deliver the final Official Statement. The execution of the final Official Statement for and on behalf of the City by the Mayor and City Manager shall be conclusive evidence of the Commission's approval of any such changes, insertions, omissions or filling-in of blanks. SECTION 9. Execution of the Escrow Deposit Agreement for the Refund- ed Series 1984 Bonds. The Commission hereby designates Southeast Bank, N.A. , as Escrow Agent for the Refunded Series 1984 Bonds pursuant to the Escrow Deposit Agreement for the Refunded Series 1984 Bonds to be entered into be- tween the City and the Escrow Agent for the Refunded Series 1984 Bonds, and the Commission hereby authorizes and directs the Mayor, with prior review by the City Attorney, to execute and deliver said Escrow Deposit Agreement for and on behalf of the City in substantially the form presented to the Commis- sion at the meeting of the Commission at which this Resolution is adopted and as filed in the records of the Commission, subject to such changes, insertions and omissions and such filling-in of blanks therein as may be required to con- form to the provisions to be determined and approved by the Mayor and subject to such other changes as may be approved by the Mayor. The execution of the Escrow Deposit Agreement for the Refunded Series 1984 Bonds, for and on behalf of the City, by the Mayor being conclusive evidence of the Commission's ap- proval of any such changes, insertions, omissions or filling-in of blanks. SECTION 10. Execution of the Trustee, Registrar and Paying Agent Agreement. The Commission hereby designates Southeast Bank, N.A. (the "Bank") , as Trustee, Paying Agent and Registrar for the Series 1988 Bonds and the Bank shall also continue to serve as Registrar and Paying Agent for the Refunded Series 1984 Bonds and shall serve as Escrow Agent for the Refunded Series 1984 Bonds, all pursuant to the terms of the Trustee, Registrar and Paying Agent Agreement, to be entered into between the City and the Bank, and the Commission hereby authorizes and directs the Mayor, with prior review by the City Attorney, to execute and deliver the Trustee, Registrar and Paying Agent Agreement for and on behalf of the City, in substantially the form pre- sented to the Commission at the meeting of the Commission at which this Reso- lution is adopted and as filed in the records of the Commission, subject to such changes, insertions and omissions and such filling-in of blanks therein as may be required to conform to the provisions to be established by the Mayor and subject to such other changes as may be approved by the Mayor. The exe- cution of the Trustee, Registrar and Paying Agent Agreement, for and on behalf of the City, by the Mayor being conclusive evidence of the Commission's ap- proval of any such changes, insertions, omissions or filling-in of blanks. Any notices required to be given to the Trustee, Registrar or Paying Agent shall be addressed to Southeast Bank, N.A. , One Southeast Financial Center, Miami, Florida 33131 , Attention: Corporate Trust Department. SECTION 11 . Fund Balances. At the time of delivery of the Series 1988 Bonds, any balances held in the Funds created by the Series 1984 Resolu- tions which are not to be used as shown by the Sources and Uses of Funds schedule (identified above) shall be transferred to and deposited in the Funds to be held by the City or the Trustee under the Authorizing Resolution, as follows: (a) The balance in the Reserve Account for the Refunded Bonds shall be transferred to the Reserve Account established by the Autho- rizing Resolution; (b) The balance in the Bond and Interest Fund for the Refunded Bonds (exclusive of amounts in the Reserve Account thereof) shall be transferred to the Debt Service Fund established by the Autho- rizing Resolution (exclusive of the Reserve Account thereof) ; and (c) The balance in the Revenue Fund, the Renewal and Replacement Fund, the Surplus Fund and the Construction Fund, respectively, for the Refunded Series 1984 Bonds shall be transferred to the - 12 - Funds of the same names established by the Authorizing Resolu- tion. SECTION 12. Further Actions. The 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 instruments or documents required by the Bond Resolutions, the Bond Purchase Contract or any other documentreferred to above as a prerequisite or precondition to the issuance of the Series 1988 Bonds and any such representa- tion made therein shall be deemed to be made on behalf of the City. All ac- tion taken to date by the City in furtherance of the issuance of the Series 1988 Bonds is hereby approved, confirmed and ratified. The Finance Director of the City is hereby authorized to establish a Rebate Fund for the Bonds if he deems such action to be desirable to facilitate compliance with the provi- sions of Section 148(f) of the Internal Revenue Code of 1986, as amended. SECTION 13. Actions. Any action to be taken by the Mayor hereunder, may, in his absence, be taken by the Vice Mayor and any action to be taken by the City Clerk may be taken by any Acting or Deputy Clerk. SECTION 14. Conflicts. This resolution constitutes a Supplemental Resolution and a Series Resolution (as defined in the Authorizing Resolution) for the Series 1988 Bonds. All other prior resolutions of the City inconsis- tent with the provisions of this resolution are hereby modified, supplemented and amended to conform with the provisions herein contained and such other prior Resolutions, except as modified, supplemented and amended hereby, shall remain in full force and effect. SECTION 15. Effective Date. This Resolution shall take effect imme- diately upon its adoption. PASSED AND ADOPTED this 9th day of Dece ber, 1988. (SEAL) //a/ iayor ATTEST: 0.4,- 2-h FORM APPROVED City Clerk LEGAL DEPT. By (c :;)4 ' 4.''8.1%.** Bond Counsel: Date /ALAAgalitid or iuire, Sanders & Dempsey - 13 - STATE OF FLORIDA) ) :SS COUNTY OF DADE ) I, ELAINE M. BAKER , City Clerk of the City of Miami Beach, Florida, do hereby certify9t1 t the above and foregoing is a true and correct copy of Resolution No. 88- , duly passed and adopted by the City Commission of the City of Miami Beach, Florida, at a regular meeting duly held and con- vened on the 9th day of December , 1988, and that said Resolution is in full force and effect, without amendment, on the date hereof. IN WITNESS WHEREOF, I have hereunto set my hand and the official seal of the City of Miami Beach, Florida, this 16th day of December , 1988. (SEAL) 46641.100' :;67 if2A4tiot) City Clerk - 14 - TRUSTEE, REGISTRAR AND PAYING AGENT AGREEMENT THIS TRUSTEE, REGISTRAR AND PAYING AGENT AGREEMENT, dated as of , 19 , by and between the CITY OF MIAMI BEACH, FLORIDA (the "Issuer") and SOUTHEAST BANK, N.A. (the "Bank") , a national banking association organized under the laws of the United States of America, having its principal corporate trust office, located in Miami, Florida: WITNESSET H: WHEREAS, the Issuer is issuing its Parking Revenue Refunding Bonds, Series 1988, (the "Bonds") under Resolutions No. and (the "1988 Resolutions") to advance refund and defease the Issuer's Parking Revenue Bonds, Series 1984 (the "Series 1984 Bonds") and to pay costs of the Series 1988 Project; and WHEREAS, the Bonds are being issued pursuant to Resolutions No. , and , both passed and adopted by the City Commission of the Issuer on , 19 (the "1988 Resolutions") ; and WHEREAS, the Bank is now serving as Trustee, Register and Paying Agent for the Series 1984 Bonds under the Resolutions Nos. and _ (the "1984 Resolutions") and upon the defeasance of the Series 1984 Bonds shall continue to serve in the capacity as Registrar and Paying Agent for the Series 1984 Bonds; and for the Refunded Series 1984 Bonds ("Escrow Agent") . WHEREAS, the Issuer has selected the Bank to serve as Trustee, Registrar and Paying Agent for the Bonds and to serve as Escrow Agent ("Escrow Agent") for the Refunded Series 1984 Bonds under the Escrow Deposit Agreement for the Refunded Series 1984 Bonds, between the Issuer and the Bank (the "Escrow Deposit Agreement") ; and WHEREAS, the Bank has agreed to serve in said capacities; 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 Bank and to set forth certain conditions under which the Bank is 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 1988 Resolutions. 2. The Bank's powers, duties and obligations under the 1984 Resolutions, the 1988 Resolutions, the Series 1984 Bonds, the Bonds, the Escrow Deposit Agreement, this Agreement and the letter of representations to The Depository Trust Company, dated , 19 , from the City and the Bank (the "Letter of Representations") shall be strictly limited by the terms of the 1984 Resolutions, the 1988 Resolutions, the Series 1984 Bonds, the Bonds, the Escrow Deposit Agreement, this Agreement and the Letter of Representations, (collectively called the "Instruments") and under no circumstances shall the Bank be obligated to make any payment of the principal of, redemption premium, if any, and interest ( i) on the Refunded Series 1984 Bonds except with moneys provided pursuant to the Escrow Deposit Agreement or (ii) on the Bonds except from the funds deposited with the Trustee and Paying Agent pursuant to the 1988 Resolutions. The Bank hereby accepts the powers, duties and obligations imposed upon its by the Instruments and agrees to perform said powers, duties and obligations but only upon and subject to the following express terms and conditions, and the Instruments shall not be construed to create any implied covenants or obligations on the part of the Bank: (a) The Bank may execute and perform any of its powers, duties and obligations under the Instruments 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 in connection with its powers, duties and obligations under the respective Instruments and may, in all cases, pay such reasonable compensation to all such attorneys, agents, receivers and employees as may reasonably be employed in connection therewith. The Bank may act upon the opinion or advice of legal counsel (who may be counsel for the Issuer) . The Bank shall not be responsible for any loss or damage resulting from any action or non-action on its part based upon its good faith in reliance upon the opinion or advice of counsel. (b) The Bank shall not be responsible for any recital in the Instruments (except the certificate of authentication endorsed by the Bank on any of the Series 1984 Bonds and on any of the Bonds) , or for the recording or re-recording, filing or re-filing of any of the Instruments or for insuring the Parking System (as defined in the 1988 Resolutions) or collecting any insurance moneys, or for the validity of the legal sufficiency of any of the Instruments, or of the execution by the Issuer of any of the Instruments, or of any supplements thereto or hereto or for the legal sufficiency of any instruments of further assurance, or for the legal or economic sufficiency of the security for the Series 1984 Bonds or the Bonds. The Bank - 2 - 01/708/MIA18001-0 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 under any of the Instruments, except as expressly provided by the Instruments. The Bank shall not be under any responsibility or duty with respect to the issuance of the Series 1988 Bonds or the Bonds for value, or the application of the proceeds thereof, or the application of any moneys paid to the Issuer. The Bank shall not be responsible or liable for any loss suffered in connection with any investment of funds made or directed by the Issuer in accordance with the 1988 Resolutions. (c) The Bank shall not be accountable for the use of any of the Series 1984 Bonds or any of the Bonds authenticated or delivered under the 1984 Resolutions or 1988 Resolutions respectively or for the use of the proceeds thereof except as expressly provided in the Instruments. The Bank may become the owner of any of the Series 1984 Bonds or any of the Bonds with the same rights which it would have if it were not the Trustee, Registrar, Paying Agent or Escrow Agent. (d) The Bank shall be protected in acting upon any resolution, notice, request, consent, certificate, order, bonds, affidavit, opinion, letter, telegram or other paper or document believed by it to be genuine and correct and to have been signed or sent by the proper person or persons. Any action taken by the Bank pursuant to any of the Instruments, upon the request or authorization or consent of any person (who at the time of making such request or giving such authorization or consent) is the registered owner of any of the Series 1984 Bonds or any Bond, shall be conclusive and binding upon such registered owner and upon all future registered owners of any Series 1984 Bonds or Bond, respectively, 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 Bank shall be entitled to rely upon a certificate signed on behalf of the Issuer by the Mayor, Vice Mayor, City Manager, Finance Director, City Clerk, or Deputy Clerk of the Issuer 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 its discretion, secure such further evidence as it deems necessary or advisable, but in no case shall the Bank be bound to secure the same. The Bank may - 3 - 01/708/MIA18001-0 accept a certificate of the City Clerk or any Deputy Clerk of the Issuer 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 Bank to do things enumerated in the Instruments shall not be construed as a duty and the Bank shall not be answerable for other than its own negligence or willful default. The Issuer shall, to the extent permitted by law, indemnify and save the Bank harmless against any liability that it may incur in the exercise and performance of its powers, duties and obligations under the Instruments and which are not due to the Bank's own negligence or willful misconduct. (g) The Bank shall not be required to take notice, or be deemed to have notice, of any default under any of the Instruments, except as expressly provided therein, and except for the failure by the Issuer to cause to be made any of the payments to the Bank required to be made by any of the Instruments, unless the Bank 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 Instruments to be delivered to the Bank must, in order to be effective, be delivered at the principal corporate trust office of the Bank, and in the absence of such notice so delivered the Bank may conclusively assume there is no default except as aforesaid. (h) The Bank shall not be required to give any bond or surety in respect of the execution of its powers, duties and obligations arising under the Instruments; provided, however, that this provision shall not be construed as a waiver of any protection provided to the Issuer under any Bond or surety for the performance by the Bank of its fiduciary duties, generally. (i) Notwithstanding anything elsewhere in the Instruments contained, the Bank shall have the right, but shall not be required, to demand, in respect of the authentication of the Series 1984 Bonds or of the Bonds or any action whatsoever within the purview of the Instruments, any certificates, opinions, appraisals or other information or action by the Issuer, its City Commission or officials or evidence thereof, in addition to that required by the Instruments as a condition of such action by the Bank, deemed desirable by the Bank for the purpose of - 4 - 01/708/MIA18001-0 establishing the right of the Issuer to the authentication of any of the Series 1984 Bonds or any of the Bonds or the taking of any other action by the Bank within the purview of the Instruments. (j ) Before taking any action under any of the Instruments, which exposes the Bank to any liability or risk of loss or which requires an expenditure by the Bank of its own funds, the Bank may require that a satisfactory indemnity bond be furnished it for the reimbursement of all expenses to which it may be put and to protect it against all liability, except liability which is adjudicated to have resulted from the Bank's own negligence or willful default in connection with any action so taken. (k) All moneys received by the Bank shall, until used or applied as provided in the respective Instruments, be held in trust for the purposes for which they were received. Except as provided in the respective Instruments, the Bank shall not be under any duty to invest any moneys received by it under the respective Instruments and the Bank shall not be under any liability for interest on any moneys received by it under the respective Instruments. 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 "Insurance Policy") is in effect, and AMBAC Indemnity is not in default with respect to the timely performance of all of its obligations thereunder, the Issuer or the Bank, as appropriate, shall furnish to AMBAC Indemnity: (a) As soon as practicable after the receipt thereof, a copy of the annual audited financial statements of the Issuer and a copy of any audit report relating thereto; (b) A copy of any notice to be given to the registered owners of the Bonds and any certificate given pursuant to the 1988 Resolutions or this Agreement relating to the security for the Bonds; and (c) Such additional information AMBAC Indemnity may reasonably request. The Bank shall notify AMBAC Indemnity of any failure of the Issuer to provide any such relevant notices, certificates or information. The Issuer will permit AMBAC Indemnity to discuss the affairs, finances and accounts of the Issuer or any information AMBAC Indemnity may - 5 - 01/708/MIA18001-0 reasonably request regarding the security for the Bonds with appropriate officers of the Issuer. The Issuer will permit AMBAC Indemnity to have access to the Parking System (as defined in the 1988 Resolutions) and the Bank and the Issuer, as appropriate, will permit AMBAC Indemnity to 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 shall be extended (so long as during such thirty (30) day period as the Issuer has taken reasonable action directed toward achieving compliance and is diligently seeking to carefully) , 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 Instruments, the Bank shall immediately notify AMBAC Indemnity: (i) If at any time there are insufficient moneys to make any pay- ments of principal or interest on the Bonds; (ii) Upon the occurrence of any Event of Default under the 1988 Resolution; or (iii) Upon any breach by the Issuer of its obligations under this Agreement. 4. As long as the Insurance Policy shall be in full force and effect, the Issuer and the Bank, in its capacity as Trustee and Paying Agent for the Bonds, agrees to comply with the following provisions: (a) If five (5) days prior to an Interest Payment Date the Bank determines that there will be insufficient moneys in the Pledged Funds, which are available for such purpose, to pay the principal of or interest on the Bonds on any date on which such principal or interest is due, the Bank shall so notify AMBAC Indemnity. Such notice shall specify the date such payment is due, 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 Bank has not so notified AMBAC Indemnity five (5) days prior to the date such payment is due, AMBAC Indemnity shall, subject to the terms of the Insurance Policy, 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 - 6 - 01/708/MIA18001-0 Indemnity shall have received notice of nonpayment from the Bank. (b) The Bank 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 Bank as Registrar for the Bonds and all records relating to the Funds and Accounts held by the Bank under the 1988 Resolutions. (c) The Bank shall provide AMBAC Indemnity and the Insurance Trustee with a list of registered owners of Bonds who are entitled to receive principal or interest payments from AMBAC Indemnity under the terms of the 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 the principal of any Bonds which are surrend- ered to the Insurance Trustee by the registered owners of Bonds who are entitled to receive full or partial principal payments from AMBAC Indemnity. (d) The Bank 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 Bank, as Paying Agent, which shall note on such Bonds the portion of the principal paid by the Bank, or Paying Agent, and then, along with an appropriate instrument of - 7 - 01/708/MIA18001-0 assignment, satisfactory to AMBAC Indemnity, to the Insurance Trustee, which will then pay the unpaid portion of such principal. (e) In the event that the Bank has notice that any payment made by, or on behalf of, the Issuer of principal of or interest on a Bond (which has become due for payment) , has been deemed a "preferential transfer" and has been recoverable from such registered owner, pursuant to the United States Bankruptcy Code, by a trustee in bankruptcy in accordance with the final, non-appealable order of a court having competent jurisdiction, the Bank shall, at the time AMBAC Indemnity is notified pursuant to (a) above, notify such registered owner that in the event that such 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 to make such payment, and the Bank shall furnish to AMBAC Indemnity its records evidencing the payments of principal of and interest on the Bonds which have been made by the Bank, as Paying Agent, and which are 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 1988 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 Insurance Policy and the documents relating thereto, and to evidence such subrogation ( i) in the case of subrogation as to claims for past due interest, the Bank shall note AMBAC Indemnity's rights as subrogee on the registration books of the Issuer maintained by the Bank, as Registrar, upon receipt from AMBAC Indemnity of proof of the payment of interest thereon to the registered owners of such Bonds, and (ii) in the case of subrogation as to claims for past due principal, the Bank, as Registrar, shall note AMBAC Indemnity's rights as subrogee on the registration books of the Issuer maintained by the Bank, as Registrar, upon surrender of such Bonds by the registered owners thereof; such notations shall indicate the amount of such payment to which AMBAC Indemnity 's right of subrogation applies and the Bank's records shall include proof of the payment of any such principal or interest. 5. The Bank shall be entitled to payment or reimbursement for its reasonable fees for its ordinary services rendered under the Instruments and all advances, counsel fees and other ordinary expenses reasonably and necessarily made or incurred by the Bank - 8 - 01/708/MIA18001-0 in connection with such ordinary services. The amount of such fees shall be established by the Bank's standard fee schedule, unless otherwise provided by written agreement between the Issuer and the Bank. In the event that it shall become necessary for the Bank to perform extraordinary services, it shall be entitled to reasonable extra compensation therefor, and to reimbursement for its reasonable and extraordinary expenses incurred in connection therewith; provided that, if such extraordinary services or extraordinary expenses are occasioned by the negligence or misconduct of the Bank, it shall not be entitled to compensation or reimbursement therefor. 6. Any corporation or association into which the Bank may be converted or merged, or with which it may be consolidated, or to which it may sell or transfer its corporate trust business and assets as a whole, or substantially 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 Instruments and vested with all the fiduciary duties, powers, discretions, immunities, privileges and all other matters as was its predecessor, provided that such successor corporation or association assumes in writing all the powers, duties and obligations of the Bank under the Instruments. 7. The Bank and any successor corporation or association may at any time resign its fiduciary position under all (but not less than all) of the Instruments by giving thirty (30) days ' written notice to the Issuer and by registered or certified mail to each registered owner of the Bonds then outstanding, and such resignation shall take effect at the end of such thirty (30) days, or upon the earlier appointment by the Issuer of a successor Fiduciary. Such notice to the Issuer may be served personally or sent by registered mail. AMBAC Indemnity shall be given prior written notice by the Bank or by any such successor corporation or association of any resignation while the Bonds are outstanding. 8. The Bank may be removed at any time, by an instrument or concurrent instruments in writing delivered to the Bank and to the Issuer, and signed by the registered owners of a majority in aggregate principal amount of Bonds then outstanding. The Bank may be removed by an instrument in writing delivered to the Bank by the Issuer. The Bank shall be removed by the Issuer at any time at the request of AMBAC Indemnity while the Bonds are outstanding. 9. In case the Bank shall resign or be removed, or be dissolved, or shall be in course of dissolution or liquidation, or otherwise become incapable of acting as a fiduciary under the Instruments - 9 - 01/708/MIA18001-0 or in case it shall be taken under the control of any public officer or officers, or of a receiver appointed by a court, the Issuer shall promptly remove the bank and appoint a successor fiduciary by giving written notice to the Bank and the Issuer shall notify AMBAC Indemnity and shall notify the registered owners of the Bonds by mailing written notice thereof to their registered addresses as of the date of such removal. 10. If the Bank resigns or is removed and if the Issuer fails to appoint a successor fiduciary within 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 and if such registered owners fail to appoint a successor fiduciary, AMBAC Indemnity shall appoint such successor fiduciary. Any successor fiduciary which is appointed pursuant hereto shall be a bank or trust company which is permitted by law to perform the fiduciary duties imposed under the Instruments and if any of the Bonds are Outstanding at the time of such appointment, only a successor fiduciary which has been approved by AMBAC Indemnity shall be appointed as such successor fiduciary. During such time as any Bonds are outstanding, the removal of the Bank and selection and appointment of any successor fiduciary shall require the prior written consent of AMBAC Indemnity. 11. Every successor fiduciary appointed as herein provided shall execute, acknowledge and deliver to its predecessor and also to the Issuer and AMBAC Indemnity 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 under the Instruments; but such predecessor shall nevertheless, on the written request of the Issuer, or of the successor fiduciary execute and deliver an instrument transferring to such successor fiduciary all the estates, properties, rights, powers and trusts of such predecessor under the Instruments; and every predecessor fiduciary shall deliver all moneys and investments held by it as a fiduciary under the Instruments, together with copies of all records relating to its duties as a fiduciary under the Instruments, to its successor. Should any instrument in writing from the Issuer be required by any such successor fiduciary for more fully and certainly vesting in such successor the estates, properties, rights, powers and trusts hereby vested (or intended to be vested) in the predecessor, any and all such instruments in writing shall, on the request of such successor, be executed, acknowledged and delivered by the Issuer. The resignation of any such fiduciary and the instrument or instruments removing any such fiduciary and the instrument or instruments appointing a successor fiduciary together with all other instruments - 10 - 01/708/MIA18001-0 provided for in this Agreement shall be filed by the successor fiduciary in each office where the Instruments shall have been filed. 12. The resolutions, opinions, certificates and other instruments provided for in the Instruments may be accepted by the Bank as conclusive evidence of the facts and conclusions stated therein and shall be full warrant, protection and authority to the Bank for the performance by the Bank of its fiduciary powers, duties and obligations under the Instruments. 13 . In the event of a change in the fiduciary under the Instruments, the predecessor fiduciary, which has resigned or been removed, shall cease to be fiduciary under the Instruments and the successor shall become such fiduciary. 14. Notwithstanding any other provision of this Agreement or the 1988 Resolutions, in determining whether the rights of the registered owners of the Bonds will be adversely affected by any action taken pursuant to the terms and provisions of the 1988 Resolutions or of this Agreement, the Bank, in its capacity as Trustee under the 1988 Resolutions shall consider the effect on the holders of the Bonds as if there were no Insurance Policy. 15. Any provision of the 1988 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 1988 Resolutions or this Agreement without the prior written consent of AMBAC Indemnity. AMBAC Indemnity shall be a "third-party beneficiary" of this Agreement and shall be entitled to enforce the provisions hereof so long as any of the Bonds are Outstanding. 16. The Issuer and the Bank hereby designate the Bank's principal corporate trust office at One Southeast Financial Center, Miami, Florida 33131 as: (a) The designated office of the Paying Agent for the Bonds at which Bonds may be surrendered for payment of principal and premium, if any; and (b) The designated office of the Registrar at which Bonds may be surrendered for transfer, exchange or replacement. 17. 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. - 11 - 01/708/MIA18001-0 18. This Trustee, Registrar and Paying Agent Agreement shall be governed exclusively by the applicable laws of the State of Florida. IN WITNESS WHEREOF, the City of Miami Beach, Florida has caused these presents to be executed 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 executed in its name and behalf and attested by its duly authorized officer and its seal to be hereunto affixed, all as of the date first above written. CITY OF MIAMI BEACH, FLORIDA (SEAL) ATTEST: Mayor City Clerk SOUTHEAST BANK, N.A. (SEAL) By: Title: - 12 - 01/708/MIA18001-0 ESCROW DEPOSIT AGREEMENT (FOR THE REFUNDED CITY OF MIAMI BEACH, FLORIDA PARKING REVENUE BONDS, SERIES 1984) THIS ESCROW DEPOSIT AGREEMENT (this "Agreement") , dated as of January , 1989, by and between the City of Miami Beach, Florida, a duly created municipality of the State of Florida (the "Issuer") and Southeast Bank, N.A. , a national banking association duly organized and existing under the laws of the United States of America having its principal corporate trust office at One Southeast Financial Center, Miami, Florida 33131 , as Escrow Agent (the "Escrow Agent") : WITNESSET H: WHEREAS, the Issuer has, pursuant to Ordinance No. 732-84 and Resolution No. 84-17654 (the "1984 Resolution") , heretofore issued its $6,000,000 Parking Revenue Bonds, Series 1984 (the "Series 1984 Bonds") of which the Series 1984 Bonds maturing on September 1 in the years 1989 through 1999, both inclusive, are presently Outstanding; and WHEREAS, the Escrow Agent is now serving as Trustee, Registrar and Paying Agent for the Series 1984 Bonds; and WHEREAS, the Issuer has determined that it is in the best interest of the Issuer to refund all of the Outstanding Series 1984 Bonds (maturing on September 1 in the years 1989 to 1999, both inclusive) hereinafter called the "Refunded Bonds"; and WHEREAS, the Issuer, pursuant to Resolutions No. and (said Resolutions being collectively called the "Bond Legislation") has, on the date hereof, issued $ in aggregate principal amount of its Parking Revenue Bonds, Series 1988 (the "Refunding Bonds") for the purpose, among other purposes, of providing funds for the advance refunding of all of the Refunded Bonds; any capitalized terms which are used herein, but not defined herein, shall have the meanings ascribed to them in the Bond Legislation; and WHEREAS, the principal of the Refunded Bonds which mature on September 1 of the years 1989 through 1994, both inclusive, shall be paid at maturity, all Refunded Bonds maturing on or after September 1 , 1995, are to be redeemed on September 1, 1994, at a redemption price of 103% of their principal amount, and interest on the Refunded Bonds shall be paid on March 1 and September 1 in the years 1989 through 1994, both inclusive, in the usual manner; the amounts needed to pay all principal and interest payable on the Refunded Bonds becoming due on and before September 1 , 1994 and to pay the redemption price of the Refunded Bonds which are to be redeemed on September 1, 1994, are set forth in a letter (the "Verification Report" ) dated the date hereof, prepared by Touche Ross & Co. ; and WHEREAS, this Escrow Deposit Agreement is being entered into contemporaneously with the delivery of the Refunding Bonds in order to comply with the procedures required by the 1984 Resolution for the advance refunding, defeasance and discharge of the Refunded Bonds and arrangements have been made for the purchase of the Initial Federal Securities described in Section 2 hereof for the Escrow Fund. The term "Federal Securities" shall mean direct obligations of the United States of America and obligations the timely payment of principal thereof and interest thereon is fully and unconditionally guaranteed by the United States of America which are non-callable (except at the option of the holder) and includes "SLGs" (United States Treasury Certificates, Notes and Bonds, State and Local Government Series) and "Open Market Securities" (Federal Securities other than SLGS) , including "STRIPS" (direct obligations of the United States Treasury which have been stripped by the Treasury itself) . The Verification Report shows that cash to be derived by the Escrow Agent from the maturing principal and interest on the Initial Federal Securities (as hereafter defined) which are to be deposited in the Escrow Fund (as hereafter defined) and any initial cash balance in the Escrow Fund will provide sufficient moneys to enable the Escrow Agent to pay, when due, each scheduled payment of the principal and interest on all of the Refunded Bonds as the same become due on and prior to September 1 , 1994, and to pay the redemption price of all of the Refunded Bonds to be redeemed on September 1, 1994 (collectively called "Debt Service") , as required to meet the Issuer's obligations under the Refunded Bonds. NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants hereinafter set forth, the parties hereto agree as follows: SECTION 1 . Establishment of Escrow Fund. There is hereby created and established a special, segregated and irrevocable trust fund designated the "City of Miami Beach, Florida, Parking Revenue Bonds, Series 1984 Debt Service Payment Escrow Fund" (herein called the "Escrow Fund") to be held by the Escrow Agent for the benefit of the Holders of the Refunded Bonds. SECTION 2. Deposit to Escrow Fund. Concurrently with the execution of this Agreement the sum of: $ has been deposited in the Escrow Fund. Said sum consists of: $ of the proceeds of the Refunding Bonds; $ theretofore in the Reserve Account for the Refunded Bonds under the 1984 Resolution; and $ theretofore held in the Bond and Interest Fund for the Refunded Bonds under the 1984 Resolution. Of said sum: $ thereof derived from amounts theretofore held in the Reserve Account for the Refunded Bonds has been used to purchase (at the market price thereof) the noncallable Open Market Securities described in the Verification Report; $ thereof derived from the proceeds of the Refunding Bonds and amounts derived from the Bond and Interest Fund for the Refunded Bonds has been used to purchase the SLGs described in the Verification Report; and $ thereof derived from the Bond and Interest Fund or the proceeds of the Refunding Bonds, shall be held in the Escrow Fund in cash as the initial cash balance thereof. The Open Market Securities and SLGs initially deposited in the Escrow Fund are herein called the "Initial Federal Securities. " - 2 - 01/708/MIA18001-0 SECTION 3 . Sufficiency of Escrow Fund. As used herein, the term "Acquired Obligations" shall mean the Federal Securities (whether at any time consisting of Initial Federal Securities or substituted Federal Securities as defined in Section 4 hereof or both) and Open Market Securities in which the initial cash balance and proceeds of which are invested or are reinvested as provided in Section 6 hereof. The Verification Report shows that the interest and the principal amounts maturing on the Initial Federal Securities from time to time in accordance with their terms and the cash to be on deposit in the Escrow Fund from time to time are sufficient so that moneys will be available to the Escrow Agent at the time and in the amounts required to make each payment of Debt Service on the Refunded Bonds Outstanding from time to time to and including September 1, 1994. If, for any reason, at any time, the funds on hand in the Escrow Fund shall be insufficient to make payments of Debt Service as they become due and payable, the Issuer shall timely deposit in the Escrow Fund, from the Surplus Fund held under the Bond Legislation or other legally available funds of the Issuer, such additional amounts as may be required to pay in full the Debt Service on the Refunded Bonds about to become due and payable. Notice of such insufficiency shall be given by the Escrow Agent to the Issuer as promptly as possible after the Escrow Agent determines that there will be an insufficiency, but the Escrow Agent shall not be responsible for the Issuer's failure to make any deposits to eliminate such insufficiency. SECTION 4. Substitution. The Escrow Agent may, at the written direction of the Issuer at any time or times, substitute one or more other Federal Securities in lieu of one or more of the Initial Federal Securities described in the Verification Report, or in lieu of Federal Securities theretofore substituted pursuant to this Section 4; provided that, prior to any such substitution, the Escrow Agent shall have received: (a) A letter supplementing the Verification Report (a "Supplemental Verification Report") prepared by a firm of nationally-recognized independent certified public accountants: (i) To the effect that the cash on deposit in the Escrow Fund and the cash to be derived from the Acquired Obligations to be on deposit in the Escrow Fund immediately following such substitution and any required reinvestments of cash in SLGs having a zero yield set forth in said Supplemental Verification Report will not change the conclusions of the Verification Report as to the satisfaction of the requirements of the 1984 Resolution for defeasance and discharge of the Refunded Bonds; and (ii) Recalculating the yield on the Acquired Obligations to take into account such substitution and any necessary reinvestments of cash in SLGs having a zero yield required by the Supplemental Verification Report; and - 3 - 01/708/MIA18001-0 (b) An opinion of nationally-recognized Bond Counsel that (I) such substitution is permissible hereunder, (II) that (based on said Supplemental Verification Report as to sufficiency) the substitution will not adversely affect the defeasance of the Refunded Bonds, and (III) that (based on said Verification Report as to the recalculated yield) the substitution will not adversely affect the status of interest on the Refunding Bonds or on the Refunded Bonds under the then applicable federal income tax laws. SECTION 5. Notices. (a) The Issuer has, by resolution, irrevocably instructed the Registrar for the Refunded Bonds to give notice of redemption of the Refunded Bonds to be redeemed on September 1 , 1994, not less than thirty (30) days prior to said redemption date pursuant to the 1984 Resolution. (b) Failure of the Registrar for the Refunded Bonds to give such notice or any defect in such notice shall not in any manner alter the duties of the Escrow Agent hereunder. SECTION 6. Use of Escrow Fund. (a) The Escrow Agent shall hold the Escrow Fund (and the uninvested cash and Acquired Obligations therein) at all times as a special and separate trust fund for the benefit of the Holders of the Refunded Bonds wholly segregated from other funds and securities on deposit with it, shall never commingle the Escrow Fund with other funds or securities owned or held by it, and shall never at any time use, loan, or borrow the same in any way other than as provided in this Agreement. All Acquired Obligations (other than book-entry obligations) in the Escrow Fund shall be registered in the name of the Escrow Agent in its fiduciary capacity hereunder and physically held by the Escrow Agent, and book-entry Acquired Obligations shall be registered in the name of the Escrow Agent in its fiduciary capacity hereunder. A special account for the Escrow Fund evidencing such facts shall at all times be maintained on the books of the Escrow Agent. (b) The Escrow Agent agrees that it will not surrender or otherwise attempt to redeem or otherwise negotiate the Acquired Obligations in the Escrow Fund, except as they shall come due (or except to make substitutions permitted by Section 4 hereof) . (c) The Escrow Agent shall from time to time collect the maturing principal and interest of the Acquired Obligations as the same become due and shall credit the cash proceeds so received to the Escrow Fund. The principal of and interest on the Acquired Obligations mature so as to provide, on the date on which Debt Service on the Refunded Bonds is due, an amount which, when added to any uninvested cash in the Escrow Fund on such date, will be sufficient to pay the Debt Service then falling due. (d) On or immediately prior to each date when Debt Service on the Refunded Bonds is due and payable, the Escrow Agent shall transfer from the - 4 - 01/708/MIA18001-0 Escrow Fund to a payment account held by the Paying Agent for the Refunded Bonds, moneys in the amounts required to pay in full the Debt Service on the Refunded Bonds then becoming due and payable. The Escrow Agent agrees to so apply all amounts so received by it as provided herein. (e) Any cash proceeds of the SLGs from time to time on deposit in the Escrow Fund which are not immediately needed to pay Debt Service on the Refunded Bonds (as shown on the Verification Report as the same may have been supplemented by a Supplemental Verification Report pursuant to Section 4 hereof) shall, to the extent permitted by law and as indicated on the Verification Report (as the same may have been supplemented by a Supplemental Verification Report pursuant to Section 4 hereof) be reinvested in SLGs having a zero yield which mature on the date the proceeds thereof are needed to pay Debt Service on the Refunded Bonds (as shown on the Verification Report as the same may have been supplemented by a Supplemental Verification Report pursuant to Section 4 hereof) . (f) Any of the initial cash balance and cash proceeds of any Open Market Securities from time to time on deposit in the Escrow Fund which is not immediately needed to pay debt service on the Refunded Bonds (as shown on the Verification Report as the same may have been supplemented by a Supplemental Verification Report pursuant to Section 4 hereof) shall , to the extent reasonably possible and permitted by law be reinvested in SLGs having a zero yield which mature on the date the proceeds thereof are needed to pay debt service on the Refunded Bonds or in Open Market Securities which mature on the Business Day prior to the date the proceeds thereof are needed to pay Debt Service on the Refunded Bonds (as shown on the Verification Report as the same may have been supplemented by a Supplemental Verification Report pursuant to Section 4 hereof) , provided; however, that: (i) The yield on any such Open Market Securities shall not be materially higher (1/8 of 1%) than the yield specified in the Tax Compliance Certificate for the Refunding Bonds as being the yield on the Series 1984 Bonds; (ii) The aggregate income to be derived from all such reinvestments in Open Market Securities pursuant to this Section 2(f) shall not exceed an amount equal to (A) 1% of the "Original Proceeds" (as defined in the Tax Compliance Certificate provided in connection with the issuance of the Refunding Bonds) of the Refunding Bonds, reduced by (B) the $ ending cash balance of the Escrow Fund as shown on the Verification Report) ; and (iii) The purchase of such Open Market Securities shall be conducted so as not to violate the "Market Price Rule" and so as not to constitute a "prohibited payment" as said terms are used under Section 148 of the Internal Revenue Code of 1986, as amended (the "Code") . - 5 - 01/708/MIA18001-0 (g) Any cash proceeds of any SLGs or Open Market Securities or any other cash which is not either (i) immediately expended upon receipt to pay Debt Service on the Refunded Bonds or ( ii) immediately reinvested as provided in subsections (e) or (f) of this Section shall be held by the Escrow Agent as uninvested cash. (h) The Escrow Agent shall establish such internal procedures as may be necessary to assure (i) that applications for SLGs are filed at the time required to permit money which is to be reinvested in SLGs to be so reinvested and ( ii) that amounts which are to be invested in Open Market Securities will be reinvested in the manner and at the time required. (i) The Escrow Fund shall continue in effect until September 1 , 1994, at which time all of the Refunded Bonds then Outstanding will be redeemed. Moneys needed for the payment of all debt service thereon on that date shall be transferred to the Paying Agent for the Refunded Bonds, and used for payment of all Debt Service thereon. The Escrow Agent shall forthwith sell or redeem all Acquired Obligations, if any, then remaining in the Escrow Fund, and shall remit the proceeds thereof, together with all other money, if any, then remaining in the Escrow Fund (the "Excess Amount") to the Issuer. (j ) If at any time, as a result of any substitution permitted hereby or otherwise, a Supplemental Verification Report shows that any cash on deposit in the Escrow Fund will not be needed to pay Debt Service on the Refunded Bonds, such unneeded cash shall be an "Excess Amount, " which shall be paid to the Issuer at the written request of the Issuer, but only if the Issuer provides the Escrow Agent with written approval of bond counsel for the Refunding Bonds. SECTION 7. Pledge of Escrow Fund. The trust and fiduciary relationship created by this Agreement is irrevocable and intended for the benefit of the Persons who are the Holders, from time to time, of the Refunded Bonds. The Acquired Obligations and any uninvested cash in the Escrow Fund from time to time are hereby dedicated to, and pledged for, the payment of the Debt Service on the Refunded Bonds. The lien of such pledge shall be valid and binding against all Persons having claims of any kind against (i) the Issuer or (ii) the Escrow Agent; Acquired Obligations and uninvested cash shall be used solely for the purposes stated herein. This Agreement and the lien of such pledge shall remain in full force and effect until the terms of this Agreement have been satisfied and the Acquired Obligations and uninvested cash in the Escrow Fund have been applied as contemplated herein. In the event of the Escrow Agent 's failure to account for the Acquired Obligations and cash received by it under this Agreement, such Acquired Obligations and cash shall remain the property of the Escrow Fund; the Holders of the Refunded Bonds, as beneficiaries of the trust hereby created, shall have the first lien upon and first priority security interest in such Acquired Obligations and uninvested cash. Neither the Acquired Obligations nor the cash held by the Escrow Agent under this Agreement shall be considered as a banking deposit by the Issuer and the Issuer shall have no right or title with respect thereto except to receive any Excess Amount pursuant to Section 6(i) and (j ) , hereof. - 6 - 01/708/MIA18001-0 The Acquired Obligations and uninvested cash held by the Escrow Agent under this Agreement shall not be subject to checks or drafts drawn by the Issuer. SECTION 8. Periodic Reports. Within forty-five (45) days following each date on which payments of Debt Service are required to be made on the Refunded Bonds, the Escrow Agent shall provide to the Issuer a statement identifying the Acquired Obligations and the amount of any uninvested cash remaining in the Escrow Fund as of the immediately preceding Debt Service payment date (after the making of transfer of moneys from the Escrow Fund to the Paying Agent for the Refunded Bonds to make Debt Service payment on the Refunded Bonds due on such date) and stating that the payment due on such Debt Service payment date has been provided for by the transfer from the Escrow Agent to the Paying Agent of all moneys needed to make such payment of Debt Service. SECTION 9. Duties and Rights of Escrow Agent. (a) The Escrow Agent shall receive, hold, invest, reinvest and disburse the Escrow Fund as herein provided, as a fiduciary for the benefit of the Holders of the Refunded Bonds. The duty of the Escrow Agent hereunder shall only be to the Issuer and the Holders of the Refunded Bonds. Neither the Issuer nor the Escrow Agent shall assign or attempt to assign or transfer their interest hereunder or any part hereof except that the Escrow Agent shall transfer its interest hereunder to any successor Escrow Agent which may replace it as provided herein and the Issuer, if dissolved, shall transfer its interest hereunder to any governmental body succeeding to its rights and liabilities. Any assignment or attempted assignment in conflict with this Agreement shall be null, void and without effect. The Escrow Agent shall have no responsibility to any Persons in connection herewith except those specifically provided herein. The Escrow Agent is not a party to, nor is it bound by, nor need it give consideration to, the terms or provisions of any other agreement or undertaking in conflict herewith, and, in the administration and use of the Escrow Fund, the Escrow Agent is to give consideration only to the terms and provisions of this Agreement. Unless otherwise specifically provided herein, the Escrow Agent has no duty to determine or inquire into the happening or occurrence of any event or contingency or the performance or failure of performance by the Issuer with respect to arrangements or contracts between the Issuer and others. If, however, the Escrow Agent is called upon by the terms of this Agreement to determine the occurrence of any event or contingency, the Escrow Agent shall be obligated, in making such determination, only to exercise reasonable care and diligence. In determining the occurrence of any such event or contingency, the Escrow Agent may request from the Issuer or any other person such reasonable additional evidence as the Escrow Agent, in its discretion, may deem necessary to determine any fact relating to the occurrence of such event or contingency, and in this connection may inquire of and consult with the Issuer at any time. The Escrow Agent, in its capacity as Escrow Agent, shall not be responsible in any manner whatsoever for the recitals or statements contained in the Refunding Bonds, the Refunded Bonds or any - 7 - 01/708/MIA18001-0 proceedings taken or any other documents executed and delivered in connection therewith. (b) If at any time the Escrow Agent realizes that it has done any act, taken any step or omitted to do any act or omitted to take any step required hereby, it shall immediately so advise the Finance Director of the Issuer by telephone, promptly confirmed in writing, setting forth the facts, upon receipt of such notice, the Finance Director shall promptly seek advice from Bond Counsel for the Refunding Bonds to determine whether any remedial steps can be taken to correct the error in a manner which complies with the requirements of the Code. (c) This Agreement is between the Issuer and the Escrow Agent only and, in connection therewith, the Escrow Agent is authorized to rely upon the representations, both actual and implied, of the Issuer in connection with this Agreement; the Escrow Agent shall not be liable to any person in any manner for such reliance. The Escrow Agent may act upon any written notice, request, waiver, consent, certificate, receipt, authorization, power of attorney, or other instrument or document which the Escrow Agent in good faith believes to be genuine and to be what it purports to be. Whenever the Escrow Agent shall deem it necessary or desirable that a matter be proved or established by the Issuer, prior to taking, suffering or omitting any action under this Agreement, such matter may be deemed to be conclusively established by a certificate signed by the Mayor, Vice Mayor, City Manager, Finance Director, City Clerk or Deputy Clerk of the Issuer and where such matter to be proved or established involves a legal matter, such certification shall certify that it is based upon an opinion rendered by the City Attorney, Bond Counsel or other appropriate legal counsel. (d) The Escrow Agent may consult with Bond Counsel for the Refunding Bonds and an opinion of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered, or omitted by the Escrow Agent in good faith and without negligence and in accordance therewith and not contrary to the express provisions of this Agreement. (e) The Escrow Agent shall not be liable or responsible for any act done or step taken or omitted by it or any mistake of fact or law or for anything which it may do or refrain from doing, except for its own misconduct or negligence or its default or failure in the performance of any obligation imposed upon it hereunder. SECTION 10. Fees and Expenses. (a) The Issuer shall pay to the Escrow Agent its fees for its services as Escrow Agent hereunder and shall reimburse it for its expenses (including the cost of giving notices hereunder) incurred in connection with such services, at such rates and at such times as provided by separate agreement between the Issuer and the Escrow Agent or, if no separate agreement is in effect, at such rates and times as provided by the Escrow Agent 's Standard Fee Schedule. - 8 - 01/708/MIA18001-0 (b) The fees and expenses payable by the Issuer to the Escrow Agent under subsection (a) of this Section 10 or under any other agreement or otherwise shall not be paid from the Escrow Fund. The Escrow Agent shall have no lien on the Escrow Fund or any funds held by it as Paying Agent for the payment of its fees or expenses or otherwise and hereby expressly waives for itself and its successors hereunder any rights of set-off against the Escrow Fund. The failure of the Issuer to pay (or to pay on a timely basis) such fees or expenses shall not excuse the Escrow Agent from the performance of its duties hereunder; but nothing herein shall be interpreted as prohibiting the Escrow Agent from enforcing its rights to collect its proper fees and expenses from the Issuer. SECTION 11 . Removal, Resignation, Appointment of Successors. The Issuer may remove the Escrow Agent and appoint a successor Escrow Agent (which shall have agreed to serve as Successor Escrow Agent hereunder) by written notice to the Paying Agent. The Escrow Agent may resign on thirty (30) days ' written notice to the Issuer. Upon receipt of such notice, the Issuer shall promptly appoint a Successor Escrow Agent (which shall have agreed to serve as Successor Escrow Agent hereunder) . If within thirty (30) days after receipt of notice of the Escrow Agent 's resignation, the Issuer shall fail to appoint a successor Escrow Agent which has accepted such appointment, then the Escrow Agent shall be entitled to petition a court of competent jurisdiction to enforce such obligation. Any Successor Escrow Agent shall be a corporate fiduciary authorized to exercise trust powers in the State of Florida. The Escrow Agent shall continue to serve as Escrow Agent until such Successor Escrow Agent has been appointed and has accepted its appointment. If the Escrow Agent is removed or shall resign, it shall promptly deliver to the Successor Escrow Agent (1) all Acquired Obligations and uninvested cash held by it hereunder, and (2) copies of all books and records relating to the activities of the Escrow Agent, whereupon it shall be discharged from its obligations hereunder. SECTION 12. Arbitrage Matters. The Issuer and Escrow Agent have received a Verification Report verifying the yield on the Refunding Bonds and the yield on the SLGs and Open Market Securities specified therein, which Verification Report shows that the yield on said SLGs is not higher than the yield on the Refunding Bonds (taking into account applicable "transferred proceeds" adjustments, if any) , and that the yield on said Open Market Securities is not materially higher (1/8 of 1%) than the yield on the issue of which the Refunded Bonds are a part (as set forth in the Verification Report for such issue) . SECTION 13. Notices to Issuer and Escrow Agent. Any notice, authori- zation, request, or demand required or permitted to be given hereunder to the Issuer or to the Escrow Agent shall be in writing and shall be deemed to have been duly given when mailed by registered or certified mail , postage prepaid, addressed as follows: - 9 - 01/708/MIA18001-0 To the Issuer, if addressed to: City of Miami Beach 1700 Convention Center Drive Miami Beach , Florida 33139 Attention: Finance Director To the Escrow Agent named herein, if addressed to: Southeast Bank, N.A. One Southeast Financial Center Miami, Florida 33131 Attention: Corporate Trust Department To any Successor Escrow Agent, if addressed to: the address provided by such Successor Escrow Agent to the Issuer. Each of the foregoing persons may change the name and address to which notices or copies thereof are to be delivered by giving ten (10) days ' prior notice thereof to each of the other persons named above. The United States Postal Services registered or certified mail receipt showing delivery of the aforesaid shall be conclusive evidence of the date and fact of delivery. SECTION 14. Time for Performance. Whenever under the terms of this Agreement the performance date of any act to be done hereunder or under the Bond Legislation shall fall on a day which is a Saturday, Sunday or legal holiday and on which the Escrow Agent is not open for business, the performance thereof on the next succeeding business day of the Escrow Agent shall be deemed to be in full compliance with this Agreement. Whenever time is referred to in this Agreement it shall be the time specified in the Bond Legislation. SECTION 15. Miscellaneous. (a) Time shall be of the essence in the performance of the obligations from time to time imposed upon the Escrow Agent by this Agreement. (b) This Agreement shall inure to the primary benefit of the Holders of the Refunded Bonds and for the secondary benefit of the Issuer and shall be enforceable by the Issuer and the Escrow Agent and be binding upon the parties hereto and their respective successors and assigns. This Agreement may also, to the extent permitted by law or equity, be enforced by the Holders of the Refunded Bonds acting as a class. (c) If any one or more of the covenants or agreements provided in this Agreement on the part of the Issuer or the Escrow Agent to be performed should be determined by a court of competent jurisdiction to be contrary to law or unenforceable, such covenant or agreement shall be deemed and construed - 10 - 01/708/MIA18001-0 to be severable from the remaining covenants and agreements herein contained and shall in no way affect the validity of the remaining provisions of this Agreement. (d) 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 and be but one and the same instrument. (e) This Agreement shall be interpreted and construed in accordance with the laws of the State of Florida. IN WITNESS WHEREOF, the parties hereto have each caused this Agreement to be executed and attested by their duly authorized officers as of the date first above written. ATTEST: CITY OF MIAMI BEACH, FLORIDA By: City Clerk Mayor (City's Seal) SOUTHEAST BANK, N.A. By: Title: (Bank's Seal) - 11 - 01/708/MIA18001-0 19 The Depository Trust Company 7 Hanover Square New York, New York 10004 Attention: General Counsel 's Office Re: $ City of Miami Beach, Florida Parking Revenue Bonds, Series 1988 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 Resolutions No. and , both adopted by the City Commissioners of the City of Miami Beach, Florida (the "Commissioner") , on , 19 (collectively the "Documents") . Lazard Freres & Co. , Chase Manhattan Capital Markets Corporation 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 will 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 , 19 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 15 calendar days 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 transaction 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 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 possession no later than 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 numbers which includes a manifest or list of each CUSIP number submitted in that transmission. (The Issuer or Agent sending such notice shall have a method to verify subsequently the use of such means and timeliness of the notice) . The Publication 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 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 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 (515) 227-4039 or (516) 227-4190. Notices to DTC by any other means shall be sent to: Muni Reorganization Manager Call Notification Trust Company 711 Steward Avenue Garden City, New York 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 - 2 - 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/o The 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 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 department 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 an advance refunding of part of the Bonds outstanding, DTC, in its discretion, (a) may request the Issuer or the AGent to issue 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 - 3 - 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 such circumstances, DTC will continue to provide its services for such 60 day period. In the event that Issuer selects a qualified successor securities depository, DTC will cooperate with the Issuer or the Gent 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. , a 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: - 4 - GTS DRAFT Al2/3/88 $ CITY OF MIAMI BEACH, FLORIDA Parking Revenue/ponds, Series 1988 BOND PURCHASE CONTRACT On December , 1988 , Lazard Freres & Co. , Chase Manhattan Capital Markets Corporation and Raymond James & Associates, Inc. (hereinafter collectively referred to as the "Underwriters" ) and the City of Miami Beach, a Florida municipal corporation ( the "City" ) , enter into this Bond Purchase Contract , dated December 1988 ( the "Purchase Contract" ) . Upon execution and delivery off` this Purchase Contract , it shall be binding upon the City and the Underwriters . Any word capitalized and not defined herein shall have the meaning indicated in the Official Statement (as hereinafter defined) . 1 . Purchase and Sale . Upon the terms and conditions and upon the basis of the representations, warranties and agreements set forth herein, the Underwriters , jointly and severally, hereby agree to purchase from the City for offering to the public and the City hereby agrees to sell and deliver to the Underwriters for such purpose, all (but not less than all ) of the City ' s $ aggregate principal amount of Parking RevenueA Bonds , Series 1988 ( the "Bonds" ) . The Bonds shall be dated initially as of December 1 , 1988 , and shall have the maturities and bear interest at the rates set forth in the Official State- ment such interest being payable on AMarch 1 , 198 , and semi- annuallythereafter on March 1 and September � 1 of each year . The purchase price for the Bonds shall be $ , plus interest accrued from December 1 , 1988 to the date of the payment for and delivery of the Bonds pursuant to Section 8 hereof ( such payment and delivery and the other actions contemplated hereby to take place at the time of such payment and delivery being hereinafter referred to as the "Closing" ) . The Preliminary Official State- ment of the City relating to the Bonds, dated December , 1988 , including the cover page and Appendices thereto ( the "Preliminary Official Statement" ) is attached hereto and with such changes and amendments made by the City as shall be approved by the Under- writers is hereinafter referred to as the "Official Statement" . Said offer of the Underwriters to purchase the Bonds shall extend until 5 p.m. , Eastern Standard time, on the date hereof unless previously withdrawn cr extended in writing by the Underwriters . 2 . The Bonds . The Bonds shall be as described in, and shall be issued and secured under the provisions of certain Aesolutionwhich were , duly adopted by the City Commission on December , 1988 ( collectively, the "Resolution" ) . 3 . Authority of Lazard Freres & Co. Lazard Freres & Co. has been duly authorized to execute this Purchase Contract and has been duly authorized to act hereunder by and on behalf of the other Underwriters with respect to all matters related to the sale and delivery of the Bonds . 4 . Offering . It shall be a condition to the City ' s obli- gations to sell and to deliver the Bonds to the Underwriters and to the Underwriters ' obligations to purchase, to accept delivery of and to pay for the Bonds that the entire $ aggregate principal amount of the Bonds be issued, sold and delivered by the City and purchased, accepted and paid for by the Underwriters at the Closing . The Underwriters agree to make a bona fide pub- lic offering of all of -he Bonds , at not in excess of the initial public offering prices or yields as set forth in the Official Statement , plus interest accrued thereon from the date of the Bonds . 5 . Good Faith Check . Delivered to the City herewith is a check payable to the order of the City of Miami Beach, Florida in the amount of $ ( such check being hereinafter referred to as the "Good Faith Check" ) , which shall be held uncashed by the City and returned to the Underwriters at the Closing . No interest shall be paid by the City to the Underwriters upon the amount of the Good Faith Check . In the event the City fails to deliver the Bonds at the Closing , or in the event the City is unable to satisfy the conditions to the obligations of the Under- writers to purchase, accept delivery of and pay for the Bonds , as set forth in this Purchase Contract (unless waived by the Under- writers ) , or in the event such obligations of the Underwriters are terminated for any reason permitted by this Purchase Con- tract , this Purchase Contract shall terminate and the Good Faith Check shall be immediately returned to the Underwriters . In the event that the Underwriters fail (other than for a reason per- mitted hereunder ) to purchase, accept delivery of and pay for the Bonds at the Closing as herein provided, the City shall cash the Good Faith Check and retain the amount thereof as full liquidated damages for such failure and for any defaults hereunder on the part of the Underwriters and, except as set forth in Sections 11 and 13 hereof , neither party hereto shall have any further rights against the other hereunder . 6 . Use of Documents . The City hereby authorizes the use by the Underwriters of the Resolution, the Official Statement ( including any supplements or amendments thereto) , and the infor- mation contained therein, in connection with the public offering and sale of the Bonds . The City ratifies , approves and consents to the use by the Underwriters prior to the date hereof of the Preliminary Official Statement in connection with the public offering of the Bonds . - 2 - 7 . Representations, Warranties and Agreements . The City hereby represents , warrants and agrees as follows : (a) The City is and will be at the date of Closing duly organized and validly existing as a municipal corporation g with theP owers and authority set forth in Chapter 166 , Florida Statutes and Article VIII , Section 2 , Constitution of the State of Florida (collectively, the "Act" ) ; (b) The City has full legal right , power and autho- rity: ( i ) to enter into this Purchase Contract , the Escrow Deposit Agreement to be entered into by and between the City and P g Southeast Bank , N.A. , Miami , Florida, as escrow agent ( the "Escrow Agreement" ) in connection with the advance refunding of t Ysoutstanding he City ' s Parking Revenue Bonds , Series 1984 ( the "Prior Bonds" ) , the Trustee, Registrar and Paying Agent Agreement ( the "Fiduciary Agreement" ) to be entered into by and between the City and Southeast Bank , N.A. , as trustee, registrar and paying agent, and the letter agreement ( the "DTC Agreement" ) to be entered by and between the City, Southeast Bank , N.A. , Miami , Florida, as paying agent and The Depository Trust Company, New York , New York ( "DTC" ) in connection with the issuance of the Bonds in book-entry form, ( ii ) to adopt the Resolution, ( iii ) to sell , issue and deliver the Bonds to the Underwriters as provided herein, and ( iv) to carry out and consummate the transactions contemplated by this Purchase Contract , the Resolution, the Escrow Agreement , the Fiduciary Agreement , the DTC Agreement and the Official Statement and the City has complied, and at the Closing will be in compliance in all respects with the terms of the Act and with the obligations on its part in connection with the issuance of the Bonds contained in the Resolution, the Bonds , the Escrow Agreement , the Fiduciary Agreement , the DTC Agreement and this Purchase Contract ; ( c) By all necessary official action, the City has duly adopted the Resolution, has duly authorized and approved the Preliminary Official Statement and the Official Statement , has duly authorized and approved the execution and delivery of , and theP erformance by the City of the obligations on its part in connection with the issuance of the Bonds contained in the Bonds , the Resolution, the Escrow Agreement , the Fiduciary Agreement , the DTC Agreement and this Purchase Contract and the consummation by it of all other transactions contemplated by this Purchase Contract in connection with the issuance of the Bonds ; the Resolution constitutes a legal , valid and binding obligation of the City, enforceable in accordance with its terms , subject to applicable bankruptcy, insolvency, and similar laws affecting creditors ' rights and subject , as to enforceability, to general principles of equity ( regardless of whether enforcement is sought in aP roceeding in equity or at law) ; and the Bonds , when issued, authenticated and delivered in accordance with the Resolution and this Purchase Contract , will constitute legal , valid and binding - 3 - obligations of the City, enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors ' rights and subject , as to enforceabi- lity, to general principles of equity ( regardless of whether enforcement is sought in a proceeding in equity or at law) ; (d) The City is not in material breach of or mate- rial default under any applicable constitutional provision, law, or administrative regulation of the State of Florida ( the "State" ) or the United States or any applicable judgment or decree, or any loan agreement, indenture, bond, note, or material resolution, agreement, or other material instrument to which the City is a party or to which the City or any of its property or assets is otherwise subject , and no event has occurred and is continuing which with the passage of time or the giving of notice, or both, would constitute a default or event of default under any such instrument; and the execution and delivery of the Bonds, this Purchase Contract , the Escrow Agreement, the Fidu- ciary Agreement and the DTC Agreement and the adoption of the Resolution, and compliance with the provisions on the City ' s part contained therein, will not conflict with or constitute a breach of or default under any constitutional provisions, law, admini- strative regulation, judgment , decree, loan agreement, indenture, bond, note , resolution, agreement , or other instrument to which the City is a party or to which the City or any of its property or assets is otherwise subject , nor will any such execution, delivery, adoption, or compliance result in the creation or impo- sition of any lien, charge, or other security interest or encum- brance of any nature whatsoever upon any of the property or assets of the parking system of the City ( the "System" ) or the Revenues under the terms of any such law, regulation or instru- ment , except as provided by the Bonds and the Resolution ( for purposes of this Subsection 7 (d) , "material" shall mean anything which should be disclosed in the Official Statement ) ; ( e ) All authorizations , approvals , licenses , per- mits , consents and orders of any governmental authority, legisla- tive body, board, agency or commission having jurisdiction of the matter have been duly obtained which are required for the due authorization by or which would constitute a condition precedent to or the absence of which would materially adversely affect the due performance by the City of its obligations in connection with the issuance of the Bonds under this Purchase Contract and the Resolution, except for such approvals, consents and orders as may be required under the Blue Sky or securities laws of any state in connection with the offering and sale of the Bonds; ( f ) The descriptions of the Bonds and the Resolution in the Official Statement conform in all material respects to the Bonds and the Resolution; - 4 - (g) The Bonds, when issued, executed and delivered in accordance with the Resolution and sold to the Underwriters as provided herein, will be validly issued and outstanding obliga- tions of the City, entitled to the benefits of the Resolution; and upon such issuance, execution and delivery the Resolution will provide, for the benefit of the holders from time to time of the Bonds, a pledge of the Pledged Revenues , and the Pledged Funds; (h) As of the date hereof , there is no action, suit , proceeding, inquiry or investigation, at law or in equity, before or by any court, government agency, public board or body, pending or , to the knowledge of the officials of the City, threatened against the City, affecting or seeking to prohibit , restrain or enjoin the sale, issuance or delivery of the Bonds or the col- lection of the Revenues, or the pledge of the/%Pledged Revenues and the Pledged Funds , or contesting or affecting, as to the City, the validity or enforceability of the Act, the Bonds , the Resolution, the Escrow Agreement, the Fiduciary Agreement , the DTC Agreement , this Purchase Contract , or contesting the tax- exempt status of interest on the Bonds , or contesting the com- pleteness or accuracy of the Official Statement or any supplement or amendment thereto, or contesting the powers of the City or any authority for the issuance of the Bonds , the adoption of the Resolution, or the execution and delivery by the City of the Escrow Agreement, the Fiduciary Agreement , the DTC Agreement or this Purchase Contract ; ( i ) On or prior to the date of the Official State- ment the City will furnish to the Underwriters a letter from Touche Ross & Co. , or any other firm retained by the City as its independent auditors for the system, to the effect that : ( i ) they are independent certified public accountants engaged by the City, and ( ii ) they consent to the inclusion of their audit report in the Preliminary Official Statemen ; ( j ) The City will furnish such normal information, execute such instruments and take such other action in coopera- tion with the Underwriters as the Underwriters may reasonably request in order ( i ) to qualify the Bonds for offer and sale under the Blue Sky or other securities laws and regulations of such states and other jurisdictions of the United States as the Underwriters may designate and ( ii ) to determine the eligibility of the Bonds for investment under the laws of such states and other jurisdictions , and will use its best efforts to continue such qualifications in effect so long as required for the distri- bution of the Bonds; provided, that the City shall not (Al bear the costs of any such qualification and (B) be required to execute a general or special consent to service of process , jurisdiction or venue or qualify to do business in connection with any such qualification or determination in any jurisdiction; - 5 - ( k ) As of the date thereof , the Preliminary Official Statement did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; ( 1 ) At the time of the City ' s acceptance hereof , the Official Statement does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading ; (m) If the Official Statement is supplemented or amended pursuant to subsection ( n) of this Section 7 , at the time of each supplement or amendment thereto and (unless subsequently again supplemented or amended pursuant to such paragraph) at all times subsequent thereto up to and including the date of the Closing, the Official Statement as so supplemented or amended will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements there- in, in the light of the circumstances under which they were made, not misleading ; and ( n) If between the date of this Purchase Contract and the date of the Closing , any event shall occur which might or would cause the Official Statement , as then supplemented or amended, to contain any untrue statement of a material fact or to omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made , not misleading , the City shall notify the Underwriters thereof , and, if in the opinion of the Underwriters such event requires the preparation and publication of a supplement or amendment to the Official Statement , the City will at its expense supplement or amend the Official Statement in a form and in a manner approved by the Underwriters . 8 . Closin . At 10 : 00 a .m. , New York City time , on January , 19 , or at such earlier or later time as may be mutually agreed upon by the City and the Underwriters , the City will , subject to the terms and conditions hereof , deliver the Bonds to DTC on behalf of the Underwriters in definitive form, duly executed and authenticated, and the other documents hereinafter mentioned to the Underwriters, and, subject to the terms and conditions hereof , the Underwriters will accept such delivery to DTC and pay the purchase price of the Bonds as se forth in Section 1 hereof,4. n immediately available Federal Fundq4 Delivery and payment as aforesaid shall be made at the offices of Squire( Sanders & Dempsey, in New York , New York, or such other place as may be mutually agreed upon by the City and the Underwriters . The Bonds shall be prepared and delivered as fully registered bonds in such names and such amounts as DTC may request and shall be made available to DTC at least one business day before the Closing for purposes of inspection and packaging . - 6 - 9 . Closing Conditions . The Underwriters have entered into this Purchase Contract in reliance upon the representations and warranties of the City contained herein, and in reliance upon the representations and warranties to be contained in the docu- ments and instruments to be delivered at the Closing and upon the performance by the City of its obligations hereunder , both as of the date hereof and as of the date of the Closing . Accordingly, the Underwriters ' obligations under this Purchase Contract to purchase, to accept delivery of and to pay for the Bonds are conditioned upon the performance by the City of its obligations to be performed hereunder and under such documents and instru- ments at or prior to the Closing, and are also subject to the following additional conditions : ( a) The representations and warranties of the City contained herein shall be true, complete and correct on the date hereof and on and as of the date of the Closing, as if made on the date of the Closing ; ( b) At the time of the Closing, the Resolution shall be in full force and effect in accordance with its terms and shall not have been further amended, modified or supplemented, and the Official Statement shall not have been supplemented or amended, except in any such case as may have been agreed to by the Underwriters ; ( c) At the time of the Closing , all necessary offi- cial action of the City and the other parties thereto relating to this Purchase Contract , the Escrow Agreement , the Fiduciary Agreement , the DTC Agreement and the Bonds shall be in full force and effect in accordance with their respective terms and shall not have been amended, modified or supplemented in any material respect , except in each case as may have been agreed to by the Underwriters ; and ( d) At or prior to the Closing , the Underwriters shall have received copies of each of the following documents : ( 1 ) The Official Statement and each supplement or amendment , if any, thereto, executed on behalf of the City by its Mayor and its City Manager ; ( 2 ) The Resolution certified by the City Clerk under seal as having been duly adopted by the City Commis- sion and as being in effect , with such supplements or amend- ments as may have been agreed to by the Underwriters and the Escrow Agreement , the Fiduciary Agreement and the DTC Agree- ment executed by all parties thereto; ( 3 ) The opinion, dated the date of the Closing and addressed to the City, ofAScTuire, Sanders & Dempsey, Miami , Florida, Bond Counsel , in substantially the form - 7 - included in the Official Statement as Appendix E together with a letter of such counsel , dated the date of the Closing and addressed to the Underwriters , to the effect that the foregoing opinion addressed to the City may be relied upon by the Underwriters to the same extent as if such opinion was addressed to them; ( 4 ) An opinion, dated the date of the Closing and addressed to the Underwriters, of Squire, Sanders & Dempsey, Miami , Florida, Bond Counsel to the effect that ( i ) the information contained under the captions "Introduction" , "Plan of Refunding" , "The 1988 Bonds" , "Security" , "Tax Exemption" and "Appendix D" of the Official Statement did not as of its date and does not as of the Closing Date contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading ( except for financial and statistical information as to which no view need be expressed) ; ( ii ) upon deposit of certain direct obligations of the United States of America ( the "Government Obligations" ) and moneys under the Escrow Agreement , all as provided in the Escrow Agreement , the covenants in the City' s resolution pursuant to which the Prior Bonds were issued ( the "Prior Resolution" ) for the benefit of the holders of the Prior Bonds will have been defeased, the Prior Bonds will no longer be outstanding and the lien on the revenues pledged under the Prior Resolution shall cease; ( iii ) the moneys held in Reserve Account by the Trustee constitute trust funds held solely for the benefit of the holders of the Bonds outstanding in accordance with the terms of the Resolution; ( iv) the Bonds are not subject to the registration requirements of the Securities Act of 1933 , as amended, and the Resolution is exempt from qualification under the Trust Indenture Act of 1939 , as amended; (v) this Purchase Contract , the DTC Agreement , the Fiduciary Agree- ment and the Escrow Agreement have been duly authorized, executed and delivered by the City and the Resolution has been duly and lawfully adopted by the City and each consti- tutes a binding and enforceable obligation of the City, enforceable in accordance with its respective terms , subject to applicable bankruptcy, insolvency and similar laws affecting creditor ' s rights and subject , as to enforce- ability, to general principles of equity ( regardless of whether enforcement is sought in a proceeding in equity or at law) ; and (vi ) all authorizations, consents , approvals and reviews (other than Federal or State securities or Blue Sky laws ) of governmental bodies or regulatory authorities then required for the City ' s adoption, execution or perfor- mance of the Bonds , the Resolution, the Escrow Agreement , the Fiduciary Agreement , the DTC Agreement and this Purchase Contract have been obtained or effected; - 8 - ( 5 ) opinion,o inion, dated the date of the Closing and addressed to the Underwriters, of Arnold M. Weiner , City or such other counsel to the City acceptable to Attorney ( the Underwriters) to the effect that ( i ) this Purchase Con- tract , Agreement ,the DTC A reement , the Fiduciary Agreement and the Escrow Agreement have been duly authorized, executed, and delivered by the City and constitute binding and enforceable agreements of the City in accordance with their respective terms except to the extent that the enforceability of the rights and remedies set forth herein or therein may be limitedby P bankruptcy, insolvency or other laws affecting creditors ' rights ; . . ( ii ) the City has authorized, executed, and delivered the Official Statement ; ( iii ) the information in the Official Statement as to matters relating to the City, the Bonds , the Prior Bonds, the Resolution and the System is correct in all material respects and does not omit any statement which, in his opinion, should be included or referred to therein, and , in addition, such counsel shall state that , based upon his review of the Official Statement and without having undertaken to determine independently the accuracy, completeness or fairness of the statements con- tained in the Official Statement (except to the extent expressly set forth in this subparagraph ( iii ) ) , as of the P Y date of the Closing nothing has come to his attention caus- ing him to believe that (A) the Official Statement as of its date contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made , not misleading (except for the Engineer ' s Feasibility Report hereinafter described and summaries thereof and references thereto and the financial and statistical information P parties by other than the City and contained in the Official Statement , as to all of which no view need be expressed) , or (B) the Official Statement (as supplemented or amendedP ursuant to paragraph ( n) of Section 7 hereof , if applicable) as of the date of the Closing contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circum- stances under which they were made, not misleading (except as aforesaid) ; ( iv) to the best of his knowledge, the City, with respect to the System, is not in material breach of or material default under any applicable constitutional provi- sion law or administrative regulation of the State of Florida or the United States or any applicable judgment or decree or any loan agreement , indenture, bond, note , material resolution, material agreement or other material instrument to which the City is a party or to which the City or any of its property or assets is otherwise subject , and, to the best of his knowledge, no event has occurred and is - 9 - continuing which with the passage of time or the giving of notice, or both, would constitute a default or event of default under any such instrument ; and the execution and delivery of the Bonds, the Escrow Agreement , the Fiduciary Agreement, the DTC Agreement, this Purchase Contract and the adoption of the Resolution, and compliance with the pro- visions on the City ' s part contained therein, will not con- flict with or constitute a breach of or default under any constitutional provision, law, administrative regulation, judgment , decree, loan agreement , indenture, bond, note, resolution, agreement or other instrument to which the City is a party or to which the City or any of its property or assets is otherwise subject , nor will any such execution, delivery, adoption or compliance result in the creation or imposition of any lien, charge or other security interest or encumbrance of any nature whatsoever upon any of the pro- perty or assets of the City or under the terms of any such law, regulation or instrument; (v) the Resolution has been duly and lawfully adopted by the City, is in full force and effect and constitutes the legal , valid and binding obliga- tion of the City, enforceable in accordance with its terms , subject to applicable bankruptcy, insolvency and similar laws affecting creditors ' rights and subject, as to enforce- ability, to general principles of equity ( regardless of whether enforcement is sought in a proceeding in equity or at law) , and no other authorization is required; (vi ) to the best of his knowledge ,nthere is no litigation, action, suit , proceeding, inquiry or investigation at law or in equity before or by any court , government agency, public board or body, pending or threatened against or affecting the City, nor , is there any basis for any such litigation, action, suit , proceeding, inquiry or investigation, (A) to restrain or enjoin the issuance or delivery of any of the Bonds , (B) in any way contesting or affecting any authority for the issuance of the Bonds or the validity, security or payment of the Bonds , or the authorization or validity of the Resolution, the Escrow Agreement , the Fiduciary Agreement , the DTC Agreement or this Purchase Contract , (C) in any way contesting the corporate existence or powers of the City, (D) to restrain or enjoin the collection of the Revenues or the pledge of the4Pledged Revenues and Pledged Funds to the payment of the Bonds , ( E) which may result in any material adverse change in the business , properties , assets or the financial condition of the City or the System or (F) assert- ing that the Preliminary Official Statement or the Official Statement contains any untrue statement of a material fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and ii, he confirms the information set forth under the caption "Litigation" in the Official Statement ; - 10 - ( 6 ) An opinion, dated the date of the Closing and addressed to the Underwriters, of Greenberg , Traurig,n Hoffman, Lipoff , Rosen & Quentel, P.A. , Miami , Florida, counsel for the Underwriters , to the effect that ( i ) the Bonds are not subject to the registration requirements of the Securities Act of 1933 ,. as amended, and the Resolution is exempt from qualification pursuant to the Trust Indenture Act of 1939 , as amended; and ( ii ) based upon their partici- pation in the preparation of the Official Statement as counsel for the Underwriters and without having undertaken to determine independently the accuracy, completeness or fairness of the statements contained in the Official Statement , as of the date of the Closing nothing has come to the attention of such counsel causing them to believe that (A) the Official Statement as of its date contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circum- stances under which they wer made, not misleading (except for the Consultinq_ Engineerlilktudy and summaries thereof and references thereto, the information concerning AMBAC Indemnity Corporation ( the "Bond Insurer" ) and its form of municipal bond insurance policy and the financial and statistical information contained in the Official Statement as to all of which no view need be expressed) , or (B) the Official Statement (as supplemented or amended pursuant to paragraph ( n) of Section 7 hereof , if applicable) as of the date of the Closing contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements there- in, in the light of the circumstances under which they were made, not misleading ( except as aforesaid) ; ( 7 ) A certificate, dated the date of Closing, signed by the Mayor and the City Manager , to the effect that , to the best of their knowledge : ( i ) the representa- tions of the City herein are true and correct in all material respects as of the date of Closing; ( ii ) the City has performed all obligations to be performed hereunder as of the date of Closing; ( iii ) since September 30 , 194L, no material and adverse change has occurred in the financial position or results of operations of the System except as set forth in or contemplated by the Official Statement ; ( iv) the System has not , since September 30 , 19&, incurred any material liabilities other than in the ordinary course of business or as set forth in or contem.lated by the Official Statement ; (v) since September 30 , 19:t , no material adverse change has occurred in the rate of collection of the Reve- nues ; and (vi ) the Official Statement did not as of its date, and does not as of the date of Closing contain any untrue statement of a material fact or omit to state a mate- rial fact which should be included therein for the purposes - 11 - for which the Official Statement is to be used, or which is necessary in order to make the statements contained therein, in the light of the circumstances in which they were made, not misleading; ( 8 ) A certificate of Touche Ross & Co. , inde- pendent certified public accountants, as to verification of the accuracy of the arithmetical and mathematical computa- tions ( i ) of the adequacy of the maturing principal amounts of the Government Obligations, purchased in connection with the advance refunding of the Prior Bonds, together with the interest income thereon and uninvested cash, if any, to pay, when due, the entire principal of and redemption premium on the Prior Bonds plus interest accrued or to accrue thereon, as the Prior Bonds shall mature and become due and payable to the maturity thereof or to any earlier redemption date described in the Official Statement, and ( ii) relating to the determination of compliance with the regulations and rulings promulgated under Section 148 of the Internal Revenue Code of 1986 , as amended ( the "Code" ) . Such verifi- cation of arithmetical accuracy and mathematical computa- tions shall be based upon information and assumptions sup- plied bythe City and on interpretations of Section 148 of the Code; ( 9 ) A copy of the AEL417. of Barton-Aschman Associates Inc . ( the "Consulting Engineers" ) , included in the Official Statement as Appendix A, ( such report being herein , called the "Consulting Engineelfittudy," ) ; ( 10 ) A letter , dated the date of Closing, from the Consulting Engineers , to the effect that ( i ) they have prepared the EngineerIf AStudy in their capacity as the System' s consulting engineers and consent to its inclusion in the Preliminary Official Statement and the Official Statement and to the use of their name in the Preliminary Official Statement and the Official Statement and ( ii ) they have reviewed the information included in the Official Statement as to the System in their capacity as the System' s consulting engineers and based upon the preparation of the Eng ineers ' Studv and their review of the Official Statement , the En inee Mtudy and the information included in the Official Statement as to the System did not as of the date of the Official Statement , and does not as of the date of the Closing contain any untrue statement of a material fact or omit to state a material fact which should be included therein for the purposes for which the Official Statement is to be used, or which is necessary in order to make the statements contained therein, in the light of the circumstances in which they were made, not misleading; - 12 - ( 11 ) An insurance policy of the Bond Insurer insuring the payment , when scheduled, of the principal of and interest on the Bonds ; ( 12 ) An opinion of the general counsel to the Bond Insurer , dated the date of Closing, and addressed to the Underwriters to the effect that he has reviewed the information in the Official Statement under the caption, "Bond Insurance" and in Appendix F - "Form of Municipal Bond Insurance Policy" , and that it is correct in all material respects and does not omit any statement which, in his opi- nion, should be included or referred to therein; ( 13 ) Evidence that Moody' s Investors Service , Inc. and Standard & Poor ' s Corporation have assigned a rat- ing of "Aaa" and "AAA" to the Bonds, respectively; and ( 14 ) Such additional legal opinions , certifi- cates , instruments and other documents as the Underwriters may reasonably request to evidence the truth and accuracy , as of the date hereof and as of the date of the Closing , of the City ' s representations and warranties contained herein and of the statement and information contained in the Offi- cial Statement and the due performance or satisfaction by the City on or prior to the date of the Closing of all the agreements then to be performed and conditions then to be satisfied by it . All the opinions , letters , certificates , instruments and other documents mentioned above or elsewhere in this Purchase Contract shall be deemed to be in compliance with the provisions hereof if , but only if , they are in form and substance satisfac- tory to the Underwriters . If the City shall be unable to satisfy the conditions to the obligations of the Underwriters to purchase, to accept delivery of and to pay for the Bonds contained in this Purchase Contract , or if the obligations of the Underwriters to purchase , to accept delivery of and to pay for the Bonds shall be terminated for any reason permitted by this Purchase Contract , this Purchase Con- tract shall terminate and neither the Underwriters nor the City shall be under any further obligation hereunder , except that : ( i ) the Good Faith Check shall immediately be returned to the Underwriters by the City; and ( ii ) the respective obligations of the City and the Underwriters set forth in Sections 11 and 13 hereof shall continue in full force and effect . 10 . Termination. The Underwriters shall have the right to terminate the Underwriters ' obligations under this Purchase Con- tract to purchase , to accept delivery of and to pay for the Bonds by notifying the City of their election to do so if , after the execution hereof and prior to the Closing : ( i ) the marketability - 13 - of the Bonds or the market price thereof , in the opinion of the Underwriters , has been materially adversely affected by an amend- ment to the Constitution of the United States or by any legisla- tion (A) enacted by the United States , (B) recommended to the Congress or otherwise endorsed for passage, by press release, other form of notice or otherwise, by the President of the United States , the Chairman or ranking minority member of the Committee on Finance of the United States Senate or the Committee on Ways and Means of the United States House of Representatives , the Treasury Department of the United States or the Internal Revenue Service, or (C) favorably reported for passage to either House of the Congress by any Committee of such House to which such legis- lation has been referred for consideration, or by any decision of any court of the United States or by any ruling or regulation ( final , temporary or proposed) on behalf of the Treasury Depart- ment of the United States , the Internal Revenue Service or any other authority of the United States , or any comparable legisla- tive, judicial or administrative development affecting the Fede- ral tax status of the City, its property or income, or the inter- est on its bonds ( including the Bonds ) ; ( ii ) the United States shall have become engaged in hostilities which have resulted in a declaration of war or a national emergency; ( iii ) there shall have occurred the declaration of a general banking moratorium by any authority of the United States or the State of New York or State of Florida; ( iv) there shall have been any downgrading , suspension or withdrawal , or any official statement as to a pos- sible downgrading, suspension or withdrawal , of any rating by Moody ' s Investors Service, Inc. or Standard & Poor ' s Corporation of any securities issued by the City, including the Bonds; or (v) an event described in paragraph ( n) of Section 7 hereof shall have occurred which in the opinion of the Underwriters requires the preparation and publication of a supplement or amendment to the Official Statement . 11 . Expenses . (a) The Underwriters shall be under no obligation to pay, and the City shall pay, any expense incident to the performance of the City ' s obligations hereunder including , but not limited to: ( i ) the cost of preparation, printing, delivery and distribution of the Resolution, the Preliminary Official Statement , the Official Statement and any supplements and amendments thereto; ( ii ) the cost of preparation and printing of the Bonds; ( iii ) the fees and disbursements ofASquire, Sanders & Dempsey, Bond Counsel , and of Arnold M. Weiner , Esq. , ity Attorney; ( iv) the fees and disbursements of Shearson Lehman Allutton , Inc . for their services as financial advisor to the City; ( v) the fees and disbursements of Touche Ross & Co. for their services as certified public accountants for the System; (vi ) the fees of Touche Ross & Co. for their services as verification agent in connection with the refunding of the Prior Bonds ; (vii ) the fees and disbursements of the Consulting Engineers and any other feasibility consultants and consulting engineers retained by the City; (viii ) the fees and disbursements of any other - 14 - engineers, accountants , and other experts, consultants or advisors retained by the City; ( ix) fees for Bond ratings; (x) the fees due DTC; and (xi ) Bond insurance premiums . (b) The Underwriters shall pay: ( i ) the cost of preparation and printing of this Purchase Contract and the Blue Sky and Legal Investment Surveys ; ( ii ) all advertising expenses and Blue Sky filing fees in connection with the public offering of the Bonds; and ( iii ) all other expenses incurred by them or any of them in connection with the public offering of the Bonds , including the fees and disbursements of counsel retained by them. 12 . Notices . Any notice or other communication to be given to the City under this Purchase Contract may be given by delivering the same in writing to the City of Miami Beach, Florida, City Hall , 1700 Convention Center Drive, Miami Beach, Florida 33139 , Attention: Director of Finance and any notice or other communication to be given to the Underwriters under this Purchase Contract may be given by delivering the same in writing to Lazard Freres & Co. , One Rockerfeller Plaza, New York , New York 10020 , Attention: Joel Motley. 13 . Parties In Interest . This Purchase Contract is made solely for the benefit of the City and the Underwriters ( includ- ing the successors or assigns of any Underwriter ) and no other person shall acquire or have any right hereunder or by virtue hereof . All of the City' s representations , warranties and agree- ments contained in this Purchase Contract shall remain operative and in full force and effect , regardless of : ( i ) any investiga- tions made by or on behalf of any of the Underwriters and ( ii ) delivery of and payment for the Bonds pursuant to this Purchase Contract . 14 . Effectiveness . This Purchase Contract shall become effective upon the execution by the appropriate City officials of the acceptance hereof by the City and shall be valid and enforce- able at the time of such acceptance . To the extent of any con- flict between the provisions of this Purchase Contract and any prior contract between the parties hereto, the provisions of this Purchase Contract shall govern. - 15 - 15 . Headings . The headings of the sections of this Pur- chase hase Contract are inserted for convenience only and shall not be deemed to be a part hereof . LAZARD FRERES & CO. AcHASE MANHATTAN CAPITAL MARKETS CORPORATION RAYMOND JAMES & ASSOCIATES, INC . BY: LAZARD FRERES & CO. By: CITY OF MIAMI BEACH, FLORIDA BY: ALEX DAOUD Mayor Attest : ELAINE M. BAKER City Clerk - 16 - GTH DRAFT 124 /88 PRELIMINARY OFFICIAL STATEMENT DATED DECEMBER , 1988 NEW ISSUE In the opinion of Bond Counsel , under existing law and assuming compliance with certain covenants , interest on the 1988 Bonds is excluded from gross income for federal income tax purposes and is not treated asan item of tax preference for purposes of the alternative minimum tax imposed on individuals and corporations under the Internal Revenue Code of 1986 , as amended ( the "Code" ) . The 1988 Bonds are not "private activity bonds" as defined in the Code . The interest maybe . subject to certain federal taxes imposed on certain corporations , including imposition of the corporate alternative minimum tax on a portion of that interest . The 1988 Bonds and interest thereon are exempt from all taxation under the laws of the State of Florida da except estate taxes and taxes measured by income which are imposed Chapter 220 , Florida Statutes, as amended, on "corporations, " "baks" and "savings associations , �� as such terms are defined in said Chapter220 . ( For a more complete discussion of tax "TAX see EXEMPTION" . ) $12,000,000* CITY OF MIAMI BEACH, FLORIDA Parking Revenue Bonds, Series 1988 Dated: December 1, 1988 Due: September 1, as shown below The City of Miami Beach, Florida ( the "City" ) is issuing its Parking Revenue Bonds , Series 1988 ( the "1988 Bonds" ) for the purpose of (a) advance refunding and defeasing the outstanding of Miami Beach, Florida, Parking Revenue Bonds , Series 1984 , (b) paying all or a part of the cost of acquiring , equipping and/or improving certain Automobile Parking Facilities for the City ' s Parking System, ( c) funding the Reserve Account for the 1988 Bonds and ) paying the munici al bond insurance premium and the costs of issuance o t e 1988 Bon s . The 1988 Bonds are payable solely fr9m the Pledged Revenues (as herein defined) of the City' sAParking System and the Pledged Funds (as herein defined) , which Pledged Revenuesg Funds have been pledged g and Pledged p g to the payment of the 1988 Bonds. The 1988 Bonds shall not be deemed to constitute a debt of the City or a pledge of the full faith and credit of the City, but such Bonds shall be payable solely from the funds provided therefor from Pledged Revenues and Pledged Funds. The issuance of the 1988 Bonds shall not directly or indirectly or contingently obligate the City to levy or to pledge anyform of g y P 9 taxation what- soever therefor, nor shall any such 1988 Bonds constitute a charge, lien or encumbrance, legal or equitable upon anyproperty of the City. P P y * Preliminary, subject to change . Payment of the principal of and interest on the 1988 Bonds when due will be insured bya municipal be issued by • P, bond insurance policy to AMBAC Indemnity Corporation simultaneously with the delivery of the 1988 Bonds. The 1988. Bonds are issuable as registered bonds without coupons and will be initiallyissued to and t out the name of Cede registered only in & Co. , as nominee •for The Depository Trust Company, New York , New York ( "DTC" ) , which will act as securities depository for the 1988 Bonds under a bookecur�t�es entry system. The 1988 Bonds will be available to purchasers in denominations $5, 000 and any integral multiple thereof of book- entrysystemmaintained only under the maintained by DTC through brokers and dealers who are, or actthrough, DTC Participants . Purchasers will not receive physical delivery of 1988 Bond certificates. For so long asanyd purchaser is the beneficial owner of a 1988 Bond, must maintain an account with a brokero , he must or dealer who is, or acts through, a DTC Participant in order to receive principal of and interest on such 1988payment of Bond. See "Book-Entry- Only System" under "THE 1988 BONDS" . Interest on the will be payable March 1 , 1989 and 1988 Bonds each September 1 and March 1 thereafter . The 1988 Bonds are subject to redemption ' maturity as set forth herein. p ion prior to Serial Bonds Principal Interest Price or Principal Interest serest Price or Due Amount Rate Yield Due Amount Rate Yield $ $ $ % Term Bonds due 1, _ Price (Accrued Interest from December 1, 1988 to be added) The 1988 Bonds will be offered when, as and it issued, sub- ject to approval of Squire, Sanders & Dempsey, Bond Counsel . Certain legal matters will be passed upon for the Underwriters by their counsel, Greenberg, Traurig, Hoffman, Quentel , P.A. , Miami , Florida, Lipoff, Rosen & Weiner , idaand for , the City byArnold M. City Attorney, Miami i Beach, Florida . The 1988 Bonds are expected to be available for delivery in New York , New or about 1989 . York , on LAZARD FRERES & CO. CHASE MANHATTAN CAPITAL MARKETS RAYMOND JAMES & ASSOCIATES, INC. THE CITY OF MIAMI BEACH, FLORIDA MAYOR Alex Daoud VICE MAYOR A Abe Resnick CITY COMMISSION Stanley Arkin William E. Shockett Ben Z . Grenald Bruce Singer Sidney Weisburd CITY ATTORNEY CITY MANAGER CITY CLERK Arnold M. Weiner Rob W. Parkins Elaine M. Baker ASSISTANT CITY MANAGERS Richard L. Fosmoen Carla Bernabei Talarico FINANCE DIRECTOR DIRECTOR OF MANAGEMENT AND BUDGET Robert J. Nachlinger Peter F. Liu PARKING SYSTEM DIRECTOR Jim Borgmann FINANCIAL ADVISOR Shearson Lehman Hutton Inc. BOND COUNSEL Squire , Sanders & Dempsey CERTIFIED PUBLIC ACCOUNTANTS Touche Ross & Co. No dealer, broker , salesman or other person has been autho- rized to give any information or to make any representations, other than those contained in this Official Statement , and if given or made, such other information or representation must not be relied upon. This Official Statement does not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the 1988 Bonds by any person in any juris- diction in which it is unlawful for such person to make such offer , solicitation or sale. The information set forth herein has been obtained from sources which are believed to be reliable but is not guaranteed as to accuracy or completeness . The infor- mation and expressions of opinion herein are subject to change without notice and neither the delivery of this Official State- ment nor any sale made hereunder shall , under any circumstances, create any implication that there has been no change in the in- formation or opinions set forth herein after the date hereof . IN CONNECTION WITH THE OFFERING OF THE 1988 BONDS, THE UNDERWRITERS MAY OVERALLOT OR EFFECT TRANSACTIONS THAT STABILIZE OR MAINTAIN THE MARKET PRICE OF THE 1988 BONDS AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH STABILIZATION, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME. - 1 - TABLE OF CONTENTS Page INTRODUCTION• • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • PLAN OF FINANCING• • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • Plan of Refunding• • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • SystemAdditions . • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • Estimated Sources and Uses of Funds . . . . . . . . . . . . . . . . . . . . BOND INSURANCE. • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • THE 1988 BONDS • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • General. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Book-Entry-Only System• • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • RedemptionProvisions • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • SECURITY. • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • Payment of the 1988 Bonds . • • • • • • • • • • • • • • • • • • • • • • • • • • • • • AdditionalBonds . . . . . . . . . . . _. . . . . . . . . . . . . . . . . . . . . . . . . . . . Flowof Funds . • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • DEBT SERVICE REQUIREMENTS• • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • THE PARKING SYSTEM• • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • Organization. • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • Operations • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • Parking Rates • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • Pledged Revenues and Coverages • • • • • • • • • • • • • • • • • • • • • • • • • TAX EXEMPTION. • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • LITIGATION• • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • BOND RATINGS . — • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • LEGALITY. • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • VERIFICATION OF MATHEMATICAL COMPUTATIONS. . . . . . . . . . . . . . . . . UNDERWRITING. • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • AUTHORIZATION CONCERNING OFFICIAL STATEMENT• • • • • • • • • • • • • • • APPENDIX A - Consulting Engineers ' Study• • • • • • • • • • • • • • • A-1 APPENDIX B - Financial Statements of the Parking System. • • • • • • • • • • • • • • • • • • • • • • • • • B-1 APPENDIX C - General Information - City of Miami Beach• • • • • • • • • • • • • • • • • • • • • C-1 APPENDIX D - Summary of Certain Provisions of the Resolution• • • • • • • • • • • • • • • • • • • • • • • • • • • • • • D-1 APPENDIX E - Form of Bond Counsel ' s Opinion. . . . . . . . . . . . E-1 APPENDIX F - Form of Municipal Bond Insurance Policy. . . F-1 - ii - OFFICIAL STATEMENT $12,000,000* CITY OF MIAMI BEACH, FLORIDA PARKING REVENUE BONDS, SERIES 1988 INTRODUCTION The purpose of this Official Statement , including and appendices , the cover page is to furnish information with respect to the issuance and sale bythe Cit of ' p "City" ) Y Mlams Beach, Florida ( the of $12, 000, 000* aggregate principal amount of Parking Revenue Bonds , Series 1988 ( the e "1988 Bonds" ) .) . The 1988 Bonds are being issued pursuant to Resolutions utions No. and , both passed and adopted bythe Commission or the City City ( the "City Commission" ) on December , 1988 and a Mayor ' s Certificate executedrsu n u Resolutions (collectively, t to said the P a"Resolution" ) . Proceeds received from the sale of the 1988 Bonds will be used to: (a) advance refund and def ease the outstanding City of Miami Beach, Florida Parking Revenue Bonds, Series 1984 ( the "1984 Bond part of the Bonds" ) , (b) pay all or a cost of acquiring, equipping and/or improving certain Automobile ParkingFacilities defined) for the tees (as herein J\City ' s arkin S stem ( the �' 9 Y +� � System" t� System ' ) , "Parking or ( c) funding the Reserve Account for the 1988 Bonds and (d) paying the munici al bond insuranceremium issuance of the 1988 P and costs of Bon S . The descriptions of the 1988 Bonds and of the Resolution other documents herein cont and ained do not purport to be compre- hensive or definitive. All references herein to are qualified in their such documents entirety by reference to such documents . The 1988 Bonds and all additional bonds issued and provi- sions the provi- sions of the Resolution are herein referred to as the "Bonds" . All terms used in capitalized form and not defined ' defined in the Resolution. herein are as PLAN OF FINANCING Plan of Refunding The City has determined that it is in the best i nteres of the City to advance refund and defease all of the 1984 Bond for the purposes of (a) replacing the resolution • pursuant to which the 1984 Bonds were issued ( the "1984 Resolution" ) so as to * Preliminary, subject to change . - 1 - eliminate certain restrictive covenants contained therein, and (b) restructu ng the debt service relatingto the System. The 1988 Bonds are being issued inart for the e purpose of refunding the 1984 Bonds . Upon issuance of the 1988 Bonds, the City will enter into an Escrow Deposit Agreement Agreement" ) with SoutheastP g Bement ( the "Escrow Bank, N.A. , Miami , agent ( the "Escrow Agent" ) . Pursuant to theFlorida,� as escrow terms of the Escrow Agreement the City will, on the date of delivery portion of the of the 1988 Bonds, use a proceeds of the 1988 Bonds , together with other available moneys, to make a deposit g P t in the Escrow Fund established under the Escrow Agreement and held bythe Escrow Agent for refunding the 1984 Bonds . ° A portion of the proceeds and other available with the Escrow Agent will moneys g be applied on the date of deli- very of the 1988 Bonds to purchase direct obligations United States of America ( the of the "United States Government Obli a- tions" ) , which will mature at such times g and in such amounts so that the maturing principal, together with ' to be received g the interest thereon by the Escrow Fund, and any uninvested cash Escrow Fund will be sufficient to a in the ti P Y the principal of, applic- able redemption on premium, if any, and interest on, the 1984 Bonds in accordance with the plan of refunding . AThe g 1984 Bonds maturing September 1 , 198k through 1994 will beai dates . P d on their respective maturity The 1984 Bonds maturing September 1 , 1995 through 1999 will be called for redemption 1994 at a redemptionprice of P on on September 1 , P 14�o .� By deposit of moneys derived from theroce P eds of the 1988 Bonds and oth r available moneys with the Escrow Agent and the investment of said moneys in United States Government Obliga- tions, the City will have effected the defeasance of the lien of the 1984 Bonds under the 1984 Resolution and the 1984 Bonds shall no longer be deemed to be outstandingthereunder . such defeasance, it As a result of is the opinion of Bond Counsel that the li on any and all revenues pledged to the holders of en under the 1984 Resolution shall cease. the 1984 Bonds System Additions The 1988 Bonds are also beingissued, in purpose of paying all part, for the P Y g or a part of the—cost of acquiring, equipping and/or improvingAAthe 1988 Projectq s 'L which shall ' of additional Automobile Parking consist Facilities /,for. the System on which proceeds of the 1988 Bonds are expended � or subsequently pe ded (whether currently q y identified) . Automobile ParkingFacilities the purposes of the Resolution are defined as any for on street space or off street lot , building or structure which • for the is made available by the City public parking of automobiles and other motor upon payment of a fee or charge for therivile e of parking, whether such facilities are P g owned by the City, leased by the City as lessor or lessee, or consistparking of parking space on public streets (whether such streets are City streets, county - 2 - roads or state roads) for which the City parkingfee bymeter lawfully charges a or otherwise, and shall include parking meters and other devices for collectingparkingh entrances and4exits fees or charges, to anysuch ' building, parking lot , structure or together with any gates, fencing, li h�in fixtures, equipment and accessories usedg g� in connection with any such parking lot, parking building, or parking structure. A Barton- Aschman Associates, Inc. , the consulting engineers for the Sy stem ( the "Consulting Engineers" ) have identifie d three areas within the City which need additional off-streetark ' Engineers ' P ln9 spaces ( See APPENDIX A- "Consulting g eers ' Study" ) . These proposed areas are: - South Beach parking facility The facility would be located in the South Beach area at Commerce Street and Jefferson Avenue on a ' te containing approximately 100, 000sisquare feet, accom- modating approximately 300 parking spaces on a lot . p surface - Ocean Drive district parking facility This facility would be located in the Ocean Drive district at Collins Avenue and 13th Street and would constitute a metered parking garage containing ximatelyA 71 parkings ace a ppro- - Midbeach parking facility This facility would be located at Collins Avenue and 44th Street and would contain between 750 and 950 metered surface level parking spaces . A Estimate Sources and Uses of Funds SOURCES : Principal Amount of 1988 Bonds Other Available Moneys $ Accrued Interest Total Sources $ USES- 'A Deposit to Escrow Fund Deposit to Construction Fund $ Deposit to Current Debt Service Account Deposit to Reserve Account Costs of Issuance Underwriting Discount Total Uses $ - 3 - BOND INSURANCE AMBAC Indemnity Corporation ( "AMBAC Indemnity" ) has made a commitment to issue a municipal bond insurance polic the "Municipal Bond Insurance Policy" ) relatingY � effective as to the 1988 Bonds of the date of issuance of the 1988 the terms of the Municipal Bond Bonds . Under will paytoP Insurance Policy, AMBAC Indemnity the United States Trust Company of New York, New York or anysuccessorP Y York , in New that portion thereto ( the "Insurance of the principal of and interestTrustee" ) which shall become Due for on the 1988 Bonds Payment but shall be unpaid byreason of .Nonpayment by the City (as such Municipal Bond terms are defined in the P Insurance Policy) . AMBAC Indemnit will payments to the Insurance Trustee on the laterY make such of the date on which such principal and interest becomes Due for Payment or the fifth ( 5th) business day next following the date on which AMBAC Indemnity shall have received notice of Nonpayment from Southeast Bank, N.A. , Miami , Florida, the trustee, paying agent and registrar for the 1988 Bonds ( the "Trustee" , "Paying Agent" and "Registrar" ) . The insurance will extend for the term of the Bonds and, once issued, cannot be cancelled by AMBAC Indemnity. The Municipal Bond Insurance Policy on stated maturitydates will insure payment only and sinking fund installment dat the case of principal , and on stated es, in case of interest . dates for payment , in the It will not insure payment on acceleration, a result of a call for redemption atlon, as redemption) or as p (other than sinking fund • a result of any other advancement nor will it insure the payment of maturity, accelerationP Y of any redemption, prepayment or premium or any risk other than N Y event of any acceleration of the r • Nonpayment . In the principal of the 1988 Bonds, the payments insured will be made at such times ' as would have been made h and In such amounts ad there not been an acceleration. The Municipal Bond Insurance Policywill • nonpayment of principal not insure against . or interest caused by the insolvency negligence of the Trustee, the Paying or Trustee. If the 1988 Y ng Agent or the Insurance Bonds become subject to mandator re tion and insufficient funds are available • Y demp- for redemption of all outstanding 1988 Bonds, AMBAC Indemnity will remain obligated to pay principal of and interest on outstanding originallyscheduledtanding 1988 Bonds on the interest and principala ment datesinclud- ing mandatory sinkingfund redemptionp y Includ dates . In the event the Trustee has notice that any payment ofrinci al on a 1988 Bond which has becomep p of or interest Due for Payment and which is made to a bondholder by or on behalf of the City has been deemed a preferential transfer and theretofore recovered from bond- holder pursuant to the United Statesits Bankruptcy Code in accor- dance with a final , nona ealabl jurisdicti , pP e order of a court of competent such bondholder will be entitled to payment from - 4 - AMBAC Indemnity to the extent of such recovery if sufficient funds are not otherwise available. If it becomes necessary to call upon the Municipal Bond Insurance Policy, payment of principal requires surrender of 1988 Bonds to the Insurance Trustee together with an appropriate instrument of assignment so as to permit ownership of such 1988 Bonds to be registered in the name of AMBAC Indemnity. Payment of interest pursuant to the Municipal Bond Insurance Policy requires proof of bondholder entitlement to interest payments and an appropriate assignment of the bondholder ' s right to payment to AMBAC Indemnity. Upon payment of the insurance benefits , AMBAC Indemnity will become the owner of the 1988 Bond or right to payment of principal or interest on such 1988 Bond and will be fully sub- rogated to the surrendering bondholder ' s rights to payment. While the 1988 Bonds are held in book entry only form, the Insurance Trustee shall disburse principal and interest to a bondholder only upon evidence satisfactory to the Insurance Trustee and AMBAC Indemnity that the ownership interest of the bondholder in the right to payment of such principal and interest has been effectively transferred to AMBAC Indemnity on the books maintained for such purpose. AMBAC Indemnity shall be fully subrogated to all of the bondholder ' s rights to payment to the extent of the insurance disbursements so made. AMBAC Indemnity is a Wisconsin-domiciled stock insurance company, regulated by the Insurance Department of the State of Wisconsin, and licensed to do business in various states , with admitted assets ( unaudited) of approximately $1 , 065, 000 ,000 and statutory capital (unaudited) of approximately $670 , 000 , 000 as of September 30 , 1988 . Statutory capital consists of AMBAC Indem- nity ' s statutory contingency reserve and policyholders ' sur- plus . AMBAC Indemnity is a wholly-owned subsidiary of AMBAC Inc. , a financial holding company which is owned by Citibank , N.A. , the employees of AMBAC Indemnity, Xerox Financial Services , Inc. and Stephens Inc. Standard & Poor ' s Corporation and Moody ' s Investors Service, Inc. have assigned their ratings of "AAA" and "Aaa" , respectively, to the claims paying ability of AMBAC Indem- nity. Copies of AMBAC Indemnity' s financial statements prepared in accordance with statutory accounting standards are available from AMBAC Indemnity. The address of AMBAC Indemnity ' s adminis- trative offices and its telephone number are One State Street Plaza, 17th Floor , New York, New York , 10004 and ( 212 ) 668-0340 . AMBAC Indemnity has entered into stop-loss reinsurance agreements with a number of unaffiliated reinsurers designed to supplement its resources . The stop-loss reinsurance agreements - 5 - cover all AMBAC Indemnity ' s existinginsured r ed mutual funds , unit trusts , portfolios and new issues insured by AMBAC Indemnity. addition, AMBAC Indemnityhas entered In into quota share reinsur- ance agreements under which a percentage g of the insurance or reinsurance underwritten pursuant to certain municipal bond insurance programs of AMBAC Indemnitysuch has been and will y reinsurers . be AMBAC Indemnity has obtained a r ' Revenue Service to the uling from the Internal effect that the insurin of an ' by AMBAC Indemnity will not affect the treatment obligation reatment for feder Income tax purposes of interest on suchal insurance proceeds representing obligation and that Inai . maturing interest aid b ty under . unicipal bond insurance provisions subst p y AMBAC those contained In its mantially identical to polic shall treated for federal income tax purposesY be such payments were made in the same manner as if by the City. AMBAC Indemnitymakes Bonds or no representation regarding the advisability of investingin the 1988 makes no representation regarding, the 1988 Bonds and nor has it participated preparation of, the Official Statement P in the supplied by AMBAC Indemnityother than the information and presented under ' entitled "BOND INSURANCE" . this section THE 1988 BONDS General The 1988 Bonds will be dated December 1 , 1988 and are initially issuable to the purchasers thereof as fully ' bonds in denominations of 5 p registered book- entryform $ Q4 and multiples thereof only as described below under in oys. Sys- tem" . The 1988 Bonds will "Book-Entry-Only Sys_ bear interest at such rates at such times, and will mature on payable amounts set forth the dates and in the principal on the cover of this Official Statement . Prin- cipal of and premium, if any, and interest on the 1988 Bonds will be payable in the manner described below under "Book-En System" . The 1988 Bonds are subjecttry-Only below under to redemption as described "Redemption Provisions" . Book-Entry-Only System The Depository Trust Company ( "DTC" ) ,p Y � DTC ) , New York , New York , securities depository for the 1988 Bonds . will act as Upon the issuance of the 1988 Bonds , one registered 1988 Bond without coupons for each maturity will be registered in the & Co. , as nominee for DTC. So to name of Cede ng as Cede & Co. is the regis- tered owner of the 1988 Bonds , references herein to the ownerso�� - 6 - the 1988 Bonds shall mean DTC or its nominee, Cede & Co. shall not mean the Beneficial Owners of the Bonds ( referred erred to below) . DTC is a limited-purpose trust company organized the laws of the State P y or g ed under of New York , a member of the Federal Reserve System, a "clearing corporation" within the meaning the New York Uniform Commercial of Code, and a "clearing agency" registered pursuant to the provisions of Section 17A ofh t e Secu- rities Exchange Act of 1934 , as amended. DTC was created to hold securities of its participants ( the "DTC Participants" )P ) and to facilitate the clearance and settlement of securities transac- tions among DTC Participants in such securities through elec- tronic book-entry changes in accounts of the DTC Participants , thereby eliminatingthe need of . physical movement of securi- ties . DTC Participants include securities brokers and dealers , banks, trust companies, clearing corporations, and organizations, someP � certain other of whom (and/or their representatives) own DTC. Access to the DTC system y is also available to others such as banks, brokers , dealers and trust companies that clear ear through or maintain a custodial relationship with a DTC Participant , cipant ,either directly or indirectly ( the "Indirect Participants" ) . Purchases of beneficial interests in the 1988 Bonds system mayunder the book-entry Y be made only through brokers and dealers who are, or act through, DTC Participants.p The DTC Par- ticipants purchasing the 1988 Bonds shall receive a credit balance in the records of DTC. The ownership interest of each purchaser (a "Beneficial Owner" ) of a beneficial interest 1988 Bond will be recorded in in any J� the recor.s o t e app ica. e , Participant or Indirect Participant . Beneficial from the applicable Owners will receive pp cable DTC Participants or Indirect Partici- pant a written confirmation of their purchaserovidin ' of the 1988 Bonds in p g details which such beneficial interest is acquired. Transfers of ownership o beneficial interests gists In the 1988 Bonds will be accomplished ished by book entries made by the DTC Participants or Indirect Partici ants who act on behalf Beneficial Owners and of the if necessary, in turn by DTC. No 1988 Bonds will be registered in the names of the Beneficial except in the event the Owners, use of the book-entry system is discon- tinued, as described below. The City will recognize DTC or its nominee as the the 1988 Bonds for all purposes , owner of Conveyance including notice purposes . onveyance of notices and other communications byDTC Participants, by DTC Participants to DTC p s to Indirect Participants , and by DTC Participants and Indirect Participants ' Owners will be governedp to Beneficial by arrangements among DTC, DTC Parti- cipants and Indirect Participants, subject to anystatutory regulatory requirements as may and be in effect from time to time . Beneficial Owners may desire to make arrangements with ant or an Indirect9 DTC, a DTC Participant Participant so that all notices of - 7 - redemption or other communications to DTC which affect Bene- ficial Owners, and notification such fication of all interest payments, will be forwarded o such Beneficial Owner in writingby Participant or Indirect _DTC, the DTC • p Participant, as the case may be. failure of DTC to advise a DTC Participant or of Any P a DTC Parti- cipant or Indirect Participant to notifyBeneficial a Owner, of any notice of redemption and its content or effect will affect the validityof the not redemption of the 1988 Bonds called for redemption or of any other actionremised on r P such notice. Under DTC' s current procedures , neither DTC nor Cede & Co. will provide any consents required to be secured from bondholders under the Resolution. DTC will mail an omnibus proxy to the Registrar as soon as possible after the record date, which which will assign Cede & Co. ' s voting rights to the DTC participants having the 1988 Bonds credited to their accounts on the record date date. Payments of principal of and premium, if any, and on the 1988 Bonds will be made to interest DTC or its nominee, Cede & Co. , as registered owner of the 1988 Bonds . Upon receipt practice isp p of moneys , DTC' s current immediately to 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 to Beneficial Owners will be governed by standing instructions and customary practices , as is with municipal securities held "street now the case in bearer form or_in name" for the accounts of customers, and will be the responsibility/t esponsibilit of such DTC Participant or Indirect Participant Y City or the Trustee, P and not of DTC, the Y subject to any statutory and regulatory to time. The requirements as may be in effect from timeg d City^ and Southeast Bank , N.A. , cannot and do notive ants Indirectg any assurances that DTC, DTC Participants, Participants or others will dis- tribute payments of principal of or interest or the 1988 Bonds paid to DTC or its , anY premium on nominee, as the registered owner , or any redemption or other notices , to the Beneficial Owners or that theywill do so on a timely basis or will serve and act in a manner described in this Official Statement . The City and Southeast Bank , N.A. are not responsible or liable for the failure of DTC, DTC Participants or Indirect Participants make any payment or giveart�c�pants to Y any notice to a Beneficial Owner in respect of the 1988 Bonds or any error or delayrelating thereto. For so longas any elating 1988tpurchaser is a Beneficial Owner of a Bond, he must maintain an account with a broker or dealer or other institution which is , or acts through, a DTC Participant in order to receive payments of principal of, premium,m► if any, and interest on such 1988P Bond and notices with respect thereto. For every transfer of A a beneficial interest in Bonds, the Beneficial Owner maybeany 1988 charged a sum sufficient to cover any tax or other governmental charge that maybe imposed relation thereto. p sed in - 8 - DTC may discontinue providing its services with respect the 1988 Bonds at any time bygivingnoticep to to the City and dis- charging its responsibilities with respect thereto under applic- able law, or the City mayterminate its participation in the system of book-entry transfers through DTC at any time. If the e City does not select another qualified securities depository tc replace DTC (or a successor depository) in order to continue a book-entry-only system for thethe 1988 Bonds will be re-registered A and fully registered certificates, in authorized denominations, wili be delivered in accordance with in structions from DTC and others. In the event that such book-e7777777— system is discontinued, the following provisions will apply: principal of the 1988 Bonds and redemption premium, if any, thereon will be payabletwhen due upon presentation and rin _ surrender sof 1988 Bonds at the principal corporate trust office of the Paying Agent in Miami , Florida or at such other office designated bythe City, as may be t o ether with an assignment in form I satisfactory to the n Registrar , duly executed bythe ' owner thereof or his dui auth registered v orized attorney; interest on the 1988 Bonds will be payable on each March 1 and September com- mencing March 1 , 1989 byP r 1,draft or check mailed b the Pa in Agent on such dates to the persons who were the registered of such Bonds as of the close of `� owners business on the fifteenth ( 15th) day of the calendar month immediately preceding such interestpayment dates ( the Rey lar Record DatelLaL the addresses of such registered owners thereof � g as shown on the registration books of the City maintained by the Registrar as of the e close of business of the Registrar ar on such Regular Record Date or by wire transfer to the registered owners of 1988 Bonds in ar ' ncipal amount of p i $1 , 000, 000 or more upon their written request in accordance with the provisions of the q Resolution; provided, how- ever, that if and to the extent that the Cityto 1 interest when due, a s ecial record fails Pay p date and special interest Payment date may be established as described in the Resol the 1988 Bonds will be issued _ ution • only as fully registered bonds in denominations of $5, 000 or any multiple ther • P thereof; and the transfer of 1988 Bonds will be registrable and 1988 Bonds maybe exchanged at the principal corporate trust p office of the Registrar in Miami , Florida upon thea ment of p Y any taxes or other governmental charges required to beaid with such transfer or exchange. p respect to Redemption Provisions Optional Redemption . The 1988 Bonds maturing September 1, 1998 will not be on or prior to subject to optional redemption prior to maturity. The 1988 Bonds maturing after September 1998 are subject to redemption priorp 1 , p to their stated maturity, on or afterSeptember 1 , 1998 , at the option of the City, at any time or inpart on an in whole y interest payment date at the fol- - 9 - lowing prices plus accrued interest to the date fixed for redemp- tion. Redemption Dates Redemption Price September 1, 1998 through August 31, 1999 1020 September 1, 1999 through August 31 , 2000 101 'eptember 1 , 2000 and thereafter 100 Any redemption in part may be made in any order of maturi- ties as the City in its discretion shall determine, and if less than all of a maturity shall be called for redemption, the 1988 Bonds to be redeemed shall be selected by lot by the Trustee. Mandatory Redemption. The 1988 Bonds maturing September 1, will be subject to mandatory redemption in part prior to maturity by lot , at redemption prices equal to 100% of the prin- cipal amount thereof plus interest accrued to the redemption date, beginning on September 1 , and on each September 1 thereafter in the following principal amounts in the years speci- fied: Year Amount Redemption Notice. At least thirty ( 30 ) days and not more than sixty ( 60 ) days before the redemption date , a written notice of any such redemption, either in whole or in part , signed by the Trustee, shall be mailed, postage prepaid to all registered owners of 1988 Bonds to be redeemed at their addresses as they appear on the registration books of the Registrar , but failure so to mail any such notice to the registered owner of any 1988 Bonds shall not affect the validity of the proceedings for redemption of any other bond. REach such notice shall set forth the CUSIP number , if any, the certificate number , the called amounts of each certificate, date of issue, interest rate and maturity date of the 1988 Bonds to be redeemed and shall also include the date fixed for redemption, the redemption price to be paid and the name and address of the redemption agent . At any time during which the book-entry-only system is in effect , notice of redemp- tion shall only be sent to DTC. - 10 - Effect of Calling for Redemption. On the date so designated for redemption, notice having been mailed in the manner and under the conditions provided and sufficient moneys or Government Obli- gations or a combination of both for payment of the redemption price being held in a separate account or escrow fund, the 1988 Bonds so called for redemption shall become and be due and pay- able at the redemption price provided for redemption of such 1988 Bonds on such date, interest on the 1988 Bonds so called for redemption shall cease to accrue on such redemption dater such 1988 Bonds shall cease to be entitled to any lien, benefit or security under the Resolution, and the registered owners of such 1988 Bonds shall have no rights in respect thereof except to receive payment of the redemption price thereof , plus accrued interest to the redemption date. SECURITY Payment of the 1988 Bonds The payment of the principal of and interest on the 1988 Bonds when due will be insured by the Municipal Bond Insurance Policy to be issued by AMBAC Indemnity simultaneously with deliv- ery of the 1988 Bonds . See "BOND INSURANCE" above. The 1988 Bonds ancl any additional bonds issued under the Resolution ( collectively with the 1988 Bonds , the "Bonds" ) are special obligations of the City which are payable solely from and secured solely by the hereinafter defined Pledged Revenues and Pledged Funds . A "Pledged Revenues" means the Revenues , subject onl to the •rior .a ment of Current Ex.enses . A Revenues is defined to mean and incluse all income an. revenue '6f any nature derived from the operation of the System, including specifically, in addition to direct fees and charges made for parking, all indirect revenues received through the supplying of any other automobile services legally suppliable by the City to users of the System, and all rents received by the City from the rental of space comprising any part of the System, including receipts from concessionaries ,Aincome derived from investments in the Revenue Fund, the Current Debt Service Account of the Debt Service Fund, the Reserve Account of the De ervice Fund, the Renewal and Replacement Fund,Ato the extent set forth in the Resolution, and the income derived from the investment of moneys in the Surplus Fund but shall exclude income derived from the investment of moneys in any Construction Fund or Rebate Fund, each such fund or account being established under the Resolution and hereinafter defined. n r ledged Funds" means and includes the moneys and investments in the Revenue Fund, the Current Debt Service Account of the Debt Service Fund, the Reserve Account of the Debt Service Fund, each Construction Fund (and investment income therein) and - 11 - the Renewal and Replacement Fund, unless otherwise provided in the Resolution and with respect to each Construction Fund and the Renewal and Replacement Fund, pending application for the purposes for which such funds are created, but shall exclude moneys and investments in the Surplus Fund and in any Rebate Fund. The moneys and investments in the Surplus Fund, other than the income derived from said investments (which are included in "Revenues" and "Pledged Revenues" ) , and moneys and investments in any Rebate Fund, are not and shall not be pledged for the payment of the principal of, redemption premium, if any, and interest on the Bonds . Rate Covenant . In the Resolution, the City has covenanted to fix and collect rates and charges for the use of the System and to revise such rates and charges as often as may be necessary or appropriate to produce Revenues in each Fiscal Year at least equal to the sum of ( i ) the Current Expenses for such Fiscal Year, plus ( ii ) 125% of the interest , redemption premium, if any, and principal requirements of the Bonds for such period, plus ( iii ) the amounts required to be deposited into the Reserve Account established under the Resolution to be held by the Trustee ( the "Reserve Account" ) . If in any such Fiscal Year , Revenues are less than the amount required in the immediately preceding paragraph, the City shall take action to revise the rates and charges or alter its method of operation or take other action in such manner as is calculated to produce the amount so required in such period. See APPENDIX D - "Summary of Certain Provisions of the Resolution" herein. Current Debt Service Account of the Debt Service Fund. The Current Debt Service Account of the Debt Service Fund ( the "Current Debt Service Account" ) is held by the Trustee . Moneys shall be deposited monthly in the Current Debt Service Account to accumulate moneys to pay current debt service on the Bonds . Reserve Account , of the Debt Service Fund. A The Reserve Account is held by the Trustee . Moneys shall be deposited monthly in the Reserve Account until the sum therein is equal to the highest future annual principal and interest requirements of the Bonds, but in no event in excess of any limitations set forth in the Internal Revenue Code of 1986 , as amended or the regulations promulgated thereunder ( the "Code" ) . Prior to the sale of each series of Bonds, at the option of the City Commission, as determined by resolution adopted prior to the issuance of such series of Bonds , the Reserve Account shall be fully funded on the date of issuance of the Bonds or sums shall be accumulated therein in equal monthly installments sufficient to ensure that it will be fully funded within thirty-six ( 36 ) - 12 - months after the date of issuance of such Bonds . In connection with the issuance of the 1988 Bonds, vection o ds, the City Commission has decided to Afund the Reserve Account in full on the date of issuance of the 1988 Bonds . The moneys in the Reserve Account shall be retained and used only for the payment of principal of,redem tion premium, if any, and interest on any outstandingBonds becoming due at any time when there would be an Event of Default if monexs were not so used. Anya ments made from Y the Reserve Account to prevent an Event of Default shall berom P Pt1Y reim- bursed to said account from theARevenuesAthereaf ter received and not required for the making of thea ments then P Y currently required to be made into the Current Debt ServicekAccount . A. Notwithstanding the foregoingprovisions, • substitution for . in lieu of or in all or , any portion of the moneys at anytime required to be on deposit in the Reserve • Account, the City may cause to be deposited into the Reserve Account a suretyb letter of credit for the benefit and or a of the holders of the Bonds having a draw limit which, when added � to moneys and investments in the Reserve Account will be equal to the amount ount of moneys and investments which would otherwise have been required to be on deposit in the Reserve Account . See APPENDIX D - "Summaryof Certain Provisions of the Resolution" herein. Limited Obligations. The Bonds area able and theP y solely from the Pledged Revenue s,11 Pledged Funds and shall not constitute a debt of the City for which the full faith and is pledged and the credit of the City 9City is not obligated to pay the Bonds or redemption the p premium, if any, or interest thereon except from the Pledged Revenues and Pledged Funds . The issuance shall not directlyor of the Bonds indirectly or contingently obligate the City to levy or to pledge anyform g g of taxation whatsoever therefor , and the holder of the Bonds shall have the power of taxation of the City. no recourse to Additional Bonds The City may issue additional Bonds on aari fromP tY with the 1988 Bonds as to payment and lien on the Pledged Revenues and Pledged Funds for the purpose of paying capital project for P Y g the cost of any P the acquisition, construction, reconstruc- tion, alteration, expansion, or modification of any land, buildings, structures , fixtures , or other tangible gable personal pro- perty, by whatever means, which shall constituteAutomobi' (a "Project" ) le Parking Facilities if, among other requirements : (A) there is filed with the City certificate Manager a n g tlflcate of the Finance Director demonstrating strating that the percentage derived by dividing the Pledged Revenues for the last Fiscal Year for which the financial statements of the System were reported eported upon by a - 13 - nationally recognized firm of independent • accountants, adjustedP dent certified public as hereinafter permitted future annual principal and interest � by the maximum P requirements on the Bonds including ncluding the future annual principal requirements with respect p ncipal and interest p to the additional Bonds then to be delivered, is not less than one hundred ( 150% ) . In determining fifty per centum whether to execute and deliver the certificate, if the fees and other charges for the use of the System shall have been revised and such fees and other charges shall have gone into effectrior P to the issuance of such additional Bonds, the amount of the Revenues or Pledged Revenues which would have been realized during be examined and reported upon in theg Fiscal Year required to said certificate had revised rates and charge such such g gone into effect on the first dayof Fiscal Year may be used by the Finance Dir Director; (B) there is filed with the CityManager • the Finance Director to a certificate of the effect that there is no deficiency the payments required to be made in in the various funds and accounts as provided in the Resolution; (C) all ropayment obligations to Enhancement Facilities have providers of Credit been fully paid, unless allrovider to whom any such payment obligations are owedwaive the s expressly w requirements ; (D) the proceedings authorizingthe additional itional Bonds shall require that the amount to be maintained in the Reserve Account be increased if necessaryso that Account shall the amount in the Reserve not be less than the maximum future principal and interest requirements fo annual r the then current or any future Fiscal Year of all Bonds which will be outstandin immediately following the issuance of g said additional Bonds, but in no event in excess of anylimitations At the option set forth in the Code . P ofthe City, as determined by the series resolution for such additional Bonds, anysuch theproceeds increase may be funded from . of such additional Bonds or anyother available therefor at the funds legally time of issuance of such additional Bonds, or may be accumulated in equal monthly onthly installments within thirty-six ( 36 ) months) after the date on which the Project provided is reasonably anticipated to be Notwithstandingp to become fully operational . the foregoing provisions, in lieu substitution for such additionalof or in moneys to be deposited into the Reserve Account , the City may cause to be deposited into the Reserve Account a surety bond or a letter of credit ( th benefit of the holders of the Bonds) ( e under which funds will be available in an amount equal to the amount of money which would otherwise have been required to have been deposited into the Reserve Account ; and - 14 - A (E) the proceeds of such additional Bonds shall solely for paying the cost be used P Y 9 of a Project and costs of issuance thereon. In addition, the City may issue additional Bonds on ' with the 1988 Bonds as to payment from a parity P Y and lien on the Pledged Revenues and Pledged Funds for the purpose of under theP refunding Bonds outstanding Resolution without complying with therequirements previously described provided: (A) the proceeds of said refunding s thereon and Bonds, together with any earnings other moneys available therefor , are sufficient to pay all of the principal of, redemption premium, if any, and interest on the Bonds to be refunded; and (B) in the event of a refunding of onlya o Bonds outstanding, the sum portion of the . of ( i ) the debt service for the portion of any Bonds not being refunded andii Bonds and ( ii ) the debt service for the refunding is less than the sum of (x) the debt service for the portion of any Bonds not being refunded and the debt service for theportion of (y) refunded. the Bonds which are being Flow of Funds Under the terms of the Resolution all Revenues deposited uponof the System shall be receipt to the City of Miami Beach Parking System Revenue Fund ( the "Revenue Fund" ) , a separate fund to be maintained by the City. Moneys in the Revenue Fund shall be used in the following order ofriorit : P y. (A) first, the City shall pay the Current Expenses same become due; as the (B) then, the City shall transfer each Current Debt Service Account , month to the in^equal (or nearly as possible e ual ) monthly installments, in amounts sufficient to accumulate in the CuService Account , on or before each interest and/or principal payment date, a sum equal redemptionpremium, n q to the principal of , • P if any, and interest due on Bonds on interest and/or such / principal payment date; debt servic which are due annually shall be funded e payments over twelve ( 12) months, debt service payments which are due semiannually shall be funded over six ( 6) months, and so forth; (C) then, the City shall deposit into the amounts sufficient to ensureReserve Account thatAthe Reserve Account will be fundedhin accordance with the requirements q s of the Resolution; - 15 - DEBT SERVICE REQUIREMENTS City of Miami Beach, Florida Parking Revenue Bonds , Series 1988 Year Principal Interest Total THE PARKING SYSTEM The System includes all Automobile Parking Facilities of the City other than Excluded Facilities . At the time of issuance of the 1988 Bonds, one parking lot located at the south end of the City (with respect to which the City is not permitted to assess parking fees) constitutes the sole Excluded Facility. See APPENDIX D - "Summary of Certain Provisions of the Resolution" for provisions relating to Excluded Facilities , including the ability of the City to designate Automobile Parking Facilities as additional Excluded Facilities . As of September 1 , 1988 the System consisted of 12 , 622 parking spaces . Of this total, 4 , 956 were metered spaces on streets and in off-street lots and 7, 666 were metered spaces contained in decks and garages . As of October 1 , 1988 the City added 661 spaces adjacent to the Convention Center ( the "Preferred Parking Lot" ) to the System. These spaces were pre- viously excluded from the System. For a detailed description of the System, recommended improvements and System additions, SEE APPENDIX A - "Consulting Engineers ' Study" as prepared. bynthe1\Consulting Engineer5N Organization Commencing October 1 , 1988, the System became a separate department of the City headed by a Parking System Director . The - 17 - Parking System is presently staffed by 44 budgeted positions organized into six sections. These sections and the corres- ponding number of employees are: A Administration 6 ; Finance/Reporting 4 ; Enforcement 16 ; Meter Repairs 3 ; Maintenance &II; and LandscagLag 5 . , Prior to October 1, 1988, the City ' s Finance Department was responsible for the revenue collections of the Parking System and the City ' s Police Department had esponsibility for monitoring the parking enforcement efforts . (The organization and staffing included in the Consulting ngineers ' Study corresponds to the period preceding October 1 , 1988 . Operations Parking meters are the main collection devices and the major portion of revenues are received from these meter operations . In addition, monthly, semi-annual and annual parking permits enable permit holders with identification emblems to park within desig- nated off-street parking locations . A limited number of spaces are also leased to private organizations at the rates set forth below, when such an arrangement is practical from a financial and operating standpoint . Meter collections are made five days a week by a private contractor retained by the City. The majority of the meters are collected weekly while the less active meters, representing a small fraction of the total , are collected monthly. Collections involve scheduling of routes, removing the meter coin boxes , which remain locked upon removal, and depositing contents ink a larger locked container for transport . The containers are then transferred to a secure central site, which offers the capability of close supervision, before they are unlocked. The collections are then procedurally counted and delivered to the City ' s Central Cashier for forwarding to the System' s bank depository. In a continuing effort to strengthen monetary controls, a modern, automated coin counting operation has been established. The standard hours of parking enforcement are from 8 : 00 a .m. to 6 : 00 p.m. daily. ^ The administration is currently recommending that enforcement hours be increased from 6 : 00 p.m. to midnight in certain high traffic areas . Parking Rates The consulting Engineers have proposed certain increases to ithe parking rates as set out below, which have been recommended by the Finance Director to the City Commission and are expected to go into effect this Fiscal Year . The table presented below indicates the hourly rates and permit rates for parking in the City, both current and proposed. - 18 - Meter Rates Current Proposed Residential Areas 20 hour 30 hour Commercial Areas 40 hour 50 hour Beach Area 50c hour 50 hour Permit Rates Annual Permit $250 . 00 $300 .00 /\ Semi-Annual Permit 156 . 25 $187 . 50 Monthly Permit 37 . 50 $ 40 .00 A Pledged Revenues and Coverages HISTORICAL PLEDGED REVENUES AND COVERAGES Fiscal Years Ended September 30( 1) /\ " i FY 1984 FY 1985 FY 1986 FY 1987 FY 1988 REVENUES (2) Meter Collections $1 ,756,501 $1 ,641 ,470 $2,058,857 $2,053,382 $2,245,422 Permits 349,429 332,932 374,657 629,737 518,166 Interest 851 ,624 1 ,250,978 656,220 282,145 344,436 Other -- 341 ,123 -- 16,990 -- TOTAL REVENUE 4$2,957,554 $3,566,503 $3,089,734 $2,982,254 $3,108,024 OPERATING EXPENSES (3) Personnel $ 999,282 $1 ,064,205 $ 936,405 $ 517,764 $ 606,573 Contractual Services 647,392 638,488 598,118 389,377 405,102 Other 74,615 87,780 183,288 263,953 332,252 TOTAL OPERATING EXPENSES $1 ,721 ,289 $1 ,790,473 $1 ,717,811 $1 ,171 ,094 $1 ,343,927 REVENUE AVAILABLE FOR DEBT SERVICE (PLEDGED REVENUES) $1 ,236,265 $1 ,776,030 $1 ,371 ,923 $1 ,81 1 ,160 $1 ,764,097 COVERAGE RATIO ON 1984 BONDS DEBT SERVICE (4) Yearly - 2.22 1.75 2.37 2.30 $ Maximum - 2.22 1 .72 2.27 2.21 (Footnotes on following page) - 19 - (1) From Audited Financial Statements. (2) Includes interest income and miscellaneous revenue, exclusive of revenues from the Preferred Parking Lot, which as of October 1, 1988 became a part of the System. A (3) Excludes depreciation and interest expense. (4) Debt service payments on the 1984 Bonds commenced in Fiscal Year 1985. If Revenues and Current Expenses attributable to the Preferred Parking Lot are included in the above computations, the Pledged Revenues and coverage ratios on 1984 Bonds debt service would be as follows for said Fiscal Years : FY 1984 FY 1985 FY 1986 FY 1987 FY 1988 REVENUE AVAILABLE FOR DEBT SERVICE (PLEDGED REVENUES) (1 ) $ 1 ,514,671 $ 2,017,284 $ 1 ,612,480 $ 2,088,084 $ 2,099,529 COVERAGE RATIO ON 1984 BONDS DEBT SERVICE (2) Yearly - 2.52 2.05 2.73 2.73 Maximum - 2.52 2.02 2.62 2.63 (1) From Audited Financial Statements. (2) Debt service payments on the 1984 Bonds commenced in Fiscal Year 1985. TAX EXEMPTION In the opinion of Squire, Sanders & Dempsey, Bond Counsel , under existing law interest on the 1988 Bonds is excludable from gross income for federal income tax purposes under Section 103 (a) of the Code, is not treated as an item of tax preference under Section 57 of the Code for purposes of the alternative minimum tax imposed on individuals and corporations . Further the 1988 Bonds are not "private activity bonds" as aefined in Section 141 (a) of the Code and are not "qualified tax-exempt obligations" as defined in Section 265 (b) ( 3 ) of the code. The 1988 Bonds and interest thereon are exempt from all taxation under the laws of the State of Florida except estate taxes and taxes measured by income which are imposed by Chapter 220 , Florida Statutes , as - 20 - amended on "corporations" , "banks" and "savings associations" as such terms are defined in said Chapter 220 . An opinion to those effects will be included in the approving legal opinion . Bond Counsel will express no opinion regarding other federal income tax consequences resulting from the receipt or accrual of interest on the 1988 Bonds . The opinion of tax matters will be based on and will assume the accuracy of certain representations and certifications and compliance with certain covenants of the City to be contained in the transcript of proceedings and which are intended to evidence and assure the foregoing , including that the 1988 Bonds are and will remain obligations the interest on which is excluded from gross income for federal income tax purposes . Bond Counsel will not independently verify the accuracy of the certifications and representations made by the City. The Code prescribes a number of qualifications and condi- tions for the interest on state and local government obligations to be and remain excluded from gross income for federal income tax purposes , some of which, including provisions for the rebate by the City of certain investment earnings to the federal govern- ment , require future or continued compliance after issuance of the obligations in order for the interest to be and continue to be excluded from the date of issuance . Noncompliance with these requirements could cause the interest on the 1988 Bonds to be included in gross income for federal income tax purposes and thus to be subject to regular federal income taxes . The City cove- nants to take such actions which may be required of it for the interest on. the 1988 Bonds to be and remain excluded from gross income for federal income tax purposes , and not to take any actions which would adversely affect that exclusion. Code provisions applicable to corporations (as defined for federal income tax purposes ) , which impose an alternative minimum tax on a portion of the excess of adjusted net book income (adjusted current earnings and profits for taxable years beginning after 1989 ) over other alternative minimum taxable income , may subject a portion of the interest on the 1988 Bonds earned by corporations to that corporate alternative minimum tax . In addition, under the Code, interest on the 1988 Bonds may be subject to an environmental tax imposed on certain corpora- tions for taxable years which begin after 1986 and before 1992 , a branch profits tax imposed on certain foreign corporations doing business in the United States , and a tax imposed on excess net passive income of certain S corporations . Under the Code, the exclusion of interest from gross income for federal income tax purposes can have certain adverse federal income tax consequences on items of income or deductions for certain taxpayers , including among them financial institutions , - 21 - property and casualty insurance companies , recipients of Social Security and Railroad Retirement benefits , and those that are deemed to incur or continue indebtedness to acquire or carry tax- exempt obligations . The applicability and extent of these or other tax consequences will depend upon the particular tax status or other items of income and expense of the owner of the 1988 Bonds. Bond Counsel expreEE,E3 no opinion regarding such conse- quences . From time to time, legislative proposals are pending in Congress that would, if enacted, alter or amend one or more of the federal tax matters described above in certain respects or would adversely affect the market value of the 1988 Bonds . It cannot be predicted whether or in what form any of the such pro- posals, either pending or that may be introduced, may be enacted and there can be no assurance that such proposals will not apply to the 1988 Bonds . LITIGATION There is no litigation pending or threatened that seeks to restrain or enjoin the issuance or delivery of the 1988 Bonds or the proceedings or authority under which they are to be issued . There is no litigation pending or threatened which, in any manner , questions the right of the City to pledge the Pledged Revenues and Pledged Funds to repayment of the 1988 Bonds or which may have an adverse effect on the condition financial , or otherwise, of the System. BOND RATINGS Standard & Poor ' s Corporation and Moody ' s Investors Service , Inc. will assign their municipal bond ratings of/(AAA , and Aaa , respectively, to the 1988 Bonds with the understanding that upon delivery of the 1988 Bonds , a policy insuring the payment when due of the principal of and interest on the 1988 Bonds will be issued by AMBAC Indemnity. Such ratings reflect the respective views of such organizations and an explanation of the signifi- cance of such ratings may be obtained only from the rating agency furnishing the same . There is no assurance that such ratings will remain in effect for any given period of time or that they will not be revised downwards or withdrawn entirely by either or both such rating agencies , if , in the judgment of either or both, circumstances so warrant . Any such downward revision or with- drawal by such rating agencies , or either of them, may have an adverse effect on the market prices of the 1988 Bonds . - 22 - LEGALITY The 1988 Bonds will be accompanied at delivery with custo- mary closing documents , including an unqualified opinion ata„ to their legality by Squire, Sanders & Dempsey, ABond Counsel . Certain legal matters will be passed upon for the Underwriters by Greenberg , Traurig , Hoffman, Lpoff , Rosen & Quentel , P .A. , Miami , Florida and for the City by Arnold �M. Weiner , City Attorney, Miami Beach, Florida . VERIFICATION OF MATHEMATICAL COMPUTATIONS The accuracy of (a) the mathematical computations of the adequacy of the maturing principal amounts of and interest on the direct obligations of the United States of America and other available moneys to pay all principal of, redemption premium, if any, and interest on the 1984 Bonds to their respective maturi- ties or redemption dates and ( b) the mathematical computations supporting the conclusions that the 1988 Bonds are not "Arbitrage Bonds" under Section 148 of the Code will be verified by Touche Ross & Co. UNDERWRITING Lazard Freres & Co. , Chase Manhattan Capital Markets and Raymond James & Associates , Inc . ( the "Underwriters" ) have jointly and severally agreed , subject to certain conditions , to purchase the 1988 Bonds at an aggregate discount of $ from the initial public offering prices set forth on the cover page of this Official Statement . The Underwriters are committed to pur- chase all the 1988 Bonds if any are purchased . The Underwriters ' obligations are subject to certain conditions precedent . The Underwriters may offer and sell 1988 Bonds to certain dealers ( including dealers depositing 1988 Bonds into investment trusts ) and others at prices lower than the public offering price stated on the cover of this Official Statement . After the initial pub- lic offering , the public offering price of the 1988 Bonds may be changed from time to time by the Underwriters . AUTHORIZATION CONCERNING OFFICIAL STATEMENT The delivery of this Official Statement has been duly autho- rized by the City Commission of the City of Miami Beach, Florida. At the time of the delivery of the 1988 Bonds , the Mayor and the City Manager will furnish a certificate to the effect that nothing has come to their attention which would lead them to believe that the Official Statement , as of its date and - 23 - as of the date of delivery of the 1988 Bonds , contains any untrue statement of a material fact or omits to state a material fact which should be included therein for the purpose for which the Official Statement is intended to be used, or which is necessary to make the statements contained herein, in the light of the circumstances under which they were made, not misleading. MIAMI BEACH, FLORIDA By ALEX DAOUD Mayor By ROB W. PARKINS City Manager - 24 - ORIGINAL RESOLUTION NO. 88-19469. (Authorizing the negotiated sale o = not to exceed $12,000,000 City of Miami Beach, Florida Parking Revenue Bonds,. Series 1988; approving the form of and authoriz- ing the execution and delivery of a bond purchase contract; delegating to the Mayor the authority to establish certain terms of the Series 1988 Bonds and terms of sale; providing for a book-entry-only system with respect to the Series 1988 bonds and approving the form of and autho- rizing the execution and delivery of a re- presentation letter; authorizing the pur- chase of municipal bond insurance on such bonds; ratifying the distribution of a preliminary official statement and autho- rizing the execution and distribution of a final official statement in connection with the issuance and delivery of the bonds; a pointing a trustee, a cegistar, a paying agency and an escrow agent and approving the form of and authorizing the execution and delivery of a Trustee, re- gistar and paying agent agreement; appoin- ting an escrow agent and approving the form of and authorizing the execution and delivery of an escrow deposit agreement; making certain other covenants and agree- ments in connection with such bonds; and providing an effective date)