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97-22482 RESO RESOLUTION NO. 97-22482 A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA AUTHORIZING THE ISSUANCE OF NOT MORE THAN $21,000,000 IN PRINCIPAL AMOUNT OF CITY OF MIAMI BEACH, FLORIDA PARKING REVENUE BONDS, SERIES 1997, FOR THE PRINCIPAL PURPOSE OF PAYING COST OF CERTAIN IMPROVEMENTS TO THE PARKING SYSTEM, PURSUANT TO SECTION 209 OF RESOLUTION NO. 96-21898 ADOPTED BY THE CITY ON FEBRUARY 20, 1996; PROVIDING THAT SAID SERIES 1997 BONDS AND INTEREST THEREON SHALL BE PAYABLE SOLELY FROM NET REVENUES AND CERTAIN FUNDS AND ACCOUNTS AS PROVIDED IN SAID RESOLUTION NO. 96-21898; PROVIDING CERTAIN DETAILS OF THE SERIES 1997 BONDS; DELEGATING OTHER DETAILS AND MATTERS IN CONNECTION WITH THE ISSUANCE OF THE SERIES 1997 BONDS TO THE MAYOR, WITHIN THE LIMITATIONS AND RESTRICTIONS STATED HEREIN; AUTHORIZING THE NEGOTIATED SALE AND AWARD BY THE MAYOR OF THE SERIES 1997 BONDS TO THE UNDERWRITERS, WITHIN THE LIMITATIONS AND RESTRICTIONS STATED HEREIN; APPROVING THE FORM OF AND AUTHORIZING THE MAYOR TO EXECUTE AND DELIVER A BOND PURCHASE AGREEMENT; APPROVING THE FORM OF AND DISTRIBUTION OF A PRELIMINARY OFFICIAL STATEMENT AND OFFICIAL STATEMENT AND AUTHORIZING THE EXECUTION AND DELIVERY OF THE OFFICIAL STATEMENT; AUTHORIZING A BOOK-ENTRY REGISTRATION SYSTEM WITH RESPECT TO THE SERIES 1997 BONDS; COVENANTING TO PROVIDE CONTINUING DISCLOSURE IN CONNECTION WITH THE SERIES 1997 BONDS IN ACCORDANCE WITH SECURITIES AND EXCHANGE COMMISSION RULE 15c2-12 AND AUTHORIZING THE FINANCE DIRECTOR TO EXECUTE AND DELIVER A COMMITMENT WITH RESPECT THERETO; APPOINTING A BOND REGISTRAR FOR THE SERIES 1997 BONDS; PROVIDING FOR A CREDIT FACILITY FOR THE SERIES 1997 BONDS; PERMITTING THE SATISFACTION OF ALL OR A PORTION OF THE INCREASE IN THE RESERVE ACCOUNT REQUIREMENT WITH A RESERVE ACCOUNT INSURANCE POLICY AND APPROVING THE FORM OF AND AUTHORIZING THE MAYOR TO EXECUTE AND DELIVER AN INSURANCE AGREEMENT WITH THE PROVIDER THEREOF; PROVIDING COVENANTS FOR THE PROVIDER OF SUCH CREDIT FACILITY AND/OR RESERVE ACCOUNT INSURANCE POLICY; AUTHORIZING OFFICERS AND EMPLOYEES OF THE CITY TO TAKE ALL NECESSARY ACTIONS IN CONNECTION WITH THE SALE AND DELIVERY OF THE SERIES 1997 BONDS AND OTHER RELATED MATTERS; AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the City of Miami Beach, Florida (the "City') currently owns, maintains and operates a Parking System (as def__n ~d in the hereinafter described Original Resolution); and WHEREAS, the City has heretofore issued its $10,795,000 Ci:y of Miami Beach, Florida Parking Revenue Refunding Bonds, Seri, ~s 1996A, pursuant to Resolution No. 96-21898 adopted by tle Commission (as defined in the Original Resolution) on February 2 ), 1996 (the "Original Resolution" and as amended and supplementl!d from time to time, the "Bond Resolution") i and WHEREAS, the City has determined that certain capitdl improvements to the Parking System as more particularly describl~d in Exhibit A attached hereto and made a part hereof (collectivE~I:r, the "Series 1997 proj ect") are necessary and desirable in order 1.0 keep the Parking System in proper condition for its safe, efficielLt and economic operation; and WHEREAS, Section 209 of the Original Resolution provides f(lr the issuance of Additional Bonds under the Bond Resolution for the purpose of paying all or any part of the Cost of any ImprovemEnts and funding the Reserve Account as authorized pursuant to a SeriE s Resolution adopted by the Commission (as such capitalized terms aJ.e defined in the Original Resolution) upon meeting certain conditioI.s contained in said Section 209; and WHEREAS, the Series 1997 Project constitutes Improvement s under the Bond Resolution; and WHEREAS, the City has determined that it is desirable to issle Additional Bonds (the "Series 1997 Bonds") pursuant to tie provisions of Section 209 of the Original Resolution and thj S D09: [04548.DOCS.MIA180273]AUTH-RESO-2 2 resolution, which constitutes a Series Resolution under the Bo~d Resolution, for the purpose of providing funds, together with alY other available funds of the City, to pay the cost of the Se:~i =s 1997 Project and fund the Reserve Account; and WHEREAS, the Commission has determined that it is in the be3t interest of the City to delegate to the Mayor, who shall rely upm the recommendations of Rauscher pierce Refsnes, Inc., the Cit:y s financial advisor (the IIFinancial Advisorll), the determination I)f various terms of the Series 1997 Bonds, the final award of t: le Series 1997 Bonds, including execution of the Series 1997 Ho: ld Purchase Agreement (as hereinafter defined), and other action~l .n connection with the issuance of the Series 1997 Bonds, all dS provided and subject to the limitations contained herein; and WHEREAS, the City has determined that due to the character of the Series 1997 Bonds, current favorable market conditions, til~ constraints, the uncertainty inherent in a competitive biddilLg process and the recommendations of the Financial Advisor, i t i~; :.n the best interest of the City to authorize the negotiated salE (If the Series 1997 Bonds; and WHEREAS, based upon the recommendations of the Finane ic.l Advisor, the City has further determined to secure a municipal b01.d insurance policy guaranteeing the scheduled payment of principa=. (If and interest on the Series 1997 Bonds (the IISeries 1997 E01.d Insurance Policyll) and, to the extent so determined by the Mayor: n accordance with the provisions of this Series Resolution, a municipal bond debt service reserve insurance policy for deposit to the credit of the Reserve Account in satisfaction of all or ary D09: [04548.DOCS.MIA180273]AUTH-RESO-2 3 portion of the increase in the Reserve Account Requirement (:is defined in the Original Resolution) attributable to the Series 19 n Bonds (the "Series 1997 Reserve Policy") from Financial Secu:~i:y Assurance Inc., a New York stock insurance company (the "Seri ~s 1997 Bond Insurer"); and WHEREAS, the Series 1997 Bond Insurance Policy sha_l constitute a Credit Facility under the Bond Resolution and, to tle extent all or any portion of the increase in the Reserve Accou: lt Requirement attributable to the Series 1997 Bonds is satisfied lJIi:h the Series 1997 Reserve Policy, the Series 1997 Reserve Poli,:y shall constitute a Reserve Account Insurance Policy under the Hond Resolution. NOW, THEREFORE, BE IT DULY RESOLVED BY THE MAYOR AND CI'~Y COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA: Section 1. The above recitals are incorporated herein (LS findings. This Series Resolution supplements the Bond Resolutiol l. All terms used in capitalized form herein and not defined st~:.l have the meanings set forth in the Bond Resolution. Section 2. A Series of Additional Bonds of the City in (.n aggregate principal amount not to exceed $21,000,000 are authorj ZE ~d to be issued pursuant to, and subject to the conditions of, Secticm 209 of the Original Resolution and the authority granted to tl~ City by the Act, for the purpose of providing funds, together with any other available funds of the City, to pay the Cost of tlB Series 1997 Project as described in Exhibit A hereto and to fUI~ the Reserve Account. The Series 1997 Bonds shall be designatEd "City of Miami Beach, Florida Parking Revenue Bonds, Series 19S7' , D09: [0454B.DOCS.MIA1B0273]AUTH-RESO-2 4 shall be issued in fully registered form as provided in Section 2)2 of the Original Resolution, shall be in the denominations of $5.0)0 or any whole multiple thereof and shall be numbered R-1 upwa::-d ~. The Series 1997 shall be dated and issued at such time, shall bl= Ln the form of Serial Bonds and/or Term Bonds, shall have llU ~h Interest Payment Dates, shall bear interest at such rates, but n)t to exceed 6.75% per annum, shall be stated to mature, but not lClt, ~r than December 31, 2025, as to any Term Bonds, shall ha're Amortization Requirements payable in such amounts and on flw:h dates, and shall be subject to redemption prior to maturity, all ,lS shall be specified in a certificate of the Mayor executed prioJ: .:0 or at the time of the sale of the Series 1997 Bonds (the IISeril~s 1997 Mayor's Certificate II). Term Bonds, if any, will be callclb:.e at par with accrued interest, without premium, each year in amolmt.S equal to the respective Amortization Requirements therefo:'. Principal of and interest and redemption premium, if any, on tl le Bonds shall be payable in accordance with the provisions of tl~ Bond Resolution. Section 3. In accordance with the provisions of the EOI.d Resolution, the Series 1997 Bonds shall be limited obligationE (If the City payable solely from the Net Revenues and certain Funds ar.d Accounts which are pledged to the payment thereof in the manner ard to the extent provided in the Bond Resolution, and nothing shall l,e construed as obligating the City to pay the principal, interest ard premium, if any, thereon except from the Net Revenues and said Funds and Accounts or as pledging the full faith and credit of tl.e City or any form of taxation whatever to such payments. D09: [04548.DOCS.MIA180273]AUTH-RESO-2 5 Section 4. It is hereby found and determined that due to t:le character of the Series 1997 Bonds, current favorable markl!t conditions, time constraints, the uncertainty inherent in a competitive bidding process and the recommendations of the Financial Advisor, the negotiated sale of the Series 1997 Bondfl :.S in the best interest of the City. The negotiated sale of tl le Series 1997 Bonds to Morgan Stanley & Co. Incorporated (the "Ser.i()r Managing Underwriter") on behalf of itself and Bear, Stearns & C(.. Inc. , Raymond James & Associates, Inc. and AIBC Municj pi.l Securities (collectively with the Senior Managing Underwriter, the "Underwriters") is hereby authorized at a purchase price of nnt less than 98% of the aggregate principal amount of the Series ]9~7 Bonds (not including original issue discount). The Mayor, aftEr consultation with the Financial Advisor and the Finance DirectOJ', is hereby authorized to award the Series 1997 Bonds to tl.e Underwriters at a price not less than that set forth in tl.e preceding sentence and as shall be set forth in the Series 19~7 Bond Purchase Agreement. The execution and delivery of the SexiEs 1997 Bond Purchase Agreement for and on behalf of the City by tl.e Mayor shall be conclusive evidence of the City's acceptance of tie Underwriters' proposal to purchase the Series 1997 Bonds. Section 5. The Mayor, after consultation with the Financicl Advisor and the Finance Director, is hereby authorized to deterrT ire the principal amount of Series 1997 Bonds to be issued, the datE' c f the Series 1997 Bonds and the time of issuance thereof, tie Interest Payment Dates therefor, the interest rate or rates which the Series 1997 Bonds shall bear, but not to exceed 6.75% pE r D09: [04548.DOCS.MIA180273JAUTH-RESO-2 6 annum, the maturities and dates upon which Amortization Requirements are payable, but not later than December 31, 2025, the redemption features thereof and the principal amounts of the Seric II Bond maturities and the Term Bond Amortization Requirements, aL. ()f which shall be set forth in the Series 1997 Mayor's Certificc.tE ~. Section 6. Upon compliance with the requirements of Secti(ill 218.385, Florida Statutes, by the Underwriters, the CommisE iun hereby authorizes the Mayor to execute and deliver a Bond Purcr.al:e Agreement for the Series 1997 Bonds (the "series 1997 Bond Purcr.a!:e Agreement") for and on behalf of the City, in substantially tl Le form presented at the meeting at which this Series Resolution Wi.S considered, subject to such changes, modifications, insertions aIrl omissions and such filling-in of blanks therein as may be determined and approved by the Mayor, after consultation with tl~ Finance Director and the City Attorney. The execution of tl.e Series 1997 Bond Purchase Agreement for and on behalf of the City by the Mayor shall be conclusive evidence of the City's approval c,f the Bond Purchase Agreement. The Bond Registrar is herel,y authorized and directed to authenticate the Series 1997 Bonds aId to deliver the Series 1997 Bonds to or upon the order of tl.e Underwriters upon payment of the purchase price, as shall be SEt forth in the Series 1997 Bond Purchase Agreement, and satisfacticn of the conditions contained in Section 209 of the Originil Resolution. Section 7. The proposed Preliminary Official Statement (tIe "Series 1997 Preliminary Official Statement") and Offic iil Statement (the "Series 1997 Official Statement") in connection wit h D09: [04548.DOCS.MIA180273]AUTH-RESO-2 7 the issuance of the Series 1997 Bonds are hereby approved ..n substantially the form of the Series 1997 Preliminary Offici< II Statement presented at the meeting at which this Series Resoluti<>ll was considered, subject to such changes, modifications, insertions and omissions and such filling-in of blanks therein as may he determined and approved by the Mayor, after consultation with tl~ Finance Director and the City Attorney. The execution of tl le Official Statement, for and on behalf of the City by the Mayor aId the City Manager shall be conclusive evidence of the City's approval of the Series 1997 Preliminary Official Statement and t].e Series 1997 Official Statement. The distribution of said SeriEs 1997 Preliminary Official Statement and Series 1997 Officii.l Statement in connection with the marketing of the Series 1997 Bcnc.s and the execution and delivery of the Series 1997 Officii.l Statement by the Mayor and the City Manager are hereby authori2ec.. The Mayor or his designee, after consultation with the Financ e Director and the City Attorney, is hereby authorized to make ary necessary certifications to the Underwriters regarding a near finel or deemed final Series 1997 Official Statement, if and to t].e extent required by Rule 15c2 -12 of the United States Securities ar d Exchange Commission (the IIRulell). Section 8. The proceeds of the Series 1997 Bonds (inclu6irg accrued interest, if any) shall be applied in accordance with tIE provisions of Section 209 of the Original Resolution and thj s Series Resolution, all as specified in a certificate of the Finance Director delivered concurrently with the issuance of the SeriEs 1997 Bonds. In accordance with the provisions of the Eord D09: [04548.DOCS.MIA1802731AUTH-RESO-2 8 Resolution, there is hereby created within the Construction FUIld a 11 Series 1997 Construction Account 11 and within said Series 19~ 17 Construction Account, a 11 Series 1997 Construction Subaccount 11 f( >r the deposit of proceeds of the Series 1997 Bonds to be appliecl t.o the payment of the Cost of the Series 1997 Project, other than the portion thereof representing costs of issuance of the Series 19'17 Bonds, and a "Series 1997 Cost of Issuance Subaccount" for the deposit of proceeds of the Series 1997 Bonds to be applied to t]~ payment of costs of issuance of the Series 1997 Bonds. Section 9. In connection with the issuance of the Series ] 9 ~ '7 Bonds and for the purpose of complying with the covenants containE:d in Section 605 of the Original Resolution, there is hereby creci.tE:d a special fund designated "Series 1997 Arbitrage Rebate Fur.d 11 which shall be held by the City and constitute an Arbitrage Rebale Fund under the Bond Resolution. Section 10. The Series 1997 Bonds shall be executed in t]~ form and manner provided in the Bond Resolution. The Series ] 9~ '7 Bonds are hereby authorized to be issued initially in book-er.tlY form and registered in the name of The Depository Trust Compcn~', New York, New York (IIDTCII), or its nominee which will act i.8 securities depository for the Series 1997 Bonds. The Fincnce Director is hereby authorized and directed to execute any necesE.a:y letters of representations with DTC and, notwithstanding the provisions of the Bond Resolution, to do all other things, comp.y with all requirements and execute all other such documents as a:'e incidental to such book-entry system. In the event a book-entry D09: [04548.DOCS.MIA180273]AUTH-RESO-2 9 system for the Series 1997 Bonds ceases to be in effect, the Se::-i =s 1997 Bonds shall be issued in fully certificated form. Section 11. For the benefit of the Holders and benefici 11 owners from time to time of the Series 1997 Bonds, the City agree 3, in accordance with and as the only obligated person with respec.: :0 the Series 1997 Bonds under the Rule, to provide or cause tCI .)e provided such financial information and operating data, financi. II statements and notices, in such manner, as may be required fl >r purposes of paragraph (b) (5) of the Rule. In order to describe alld specify certain terms of the City's continuing disclo~:u:~e agreement, including provisions for enforcement, amendment al ld termination, the Finance Director is hereby authorized and directE ~d to sign and deliver, in the name and on behalf of the City, a Continuing Disclosure Commitment (the "Series 1997 Continl.illg Disclosure Commitment"), in substantially the form presented at tl le meeting at which this Series Resolution was considered, subj ect: 1.0 such changes, modifications, insertions and omissions and E uch filling-in of blanks therein as may be determined and approve~ l~ the Finance Director, after consultation with the City Attorre).. The execution of the Series 1997 Continuing Disclosure Commitment, for and on behalf of the City by the Finance Director, shall l,e deemed conclusive evidence of the City's approval of the SeriEs 1997 Continuing Disclosure Commitment. The agreement forrrec, collectively, by this paragraph and the Series 1997 Continuirg Disclosure Commitment, shall be the City's continuing disclosule agreement for purposes of the Rule, and its performance shall le subj ect to the availability of Revenues to meet costs the City D09: [04548.DOCS.MIA180273JAUTH-RESO-2 10 would be required to incur to perform it. Notwi thstanding a lY other provisions of the Bond Resolution, including this Seri ~s Resolution, any failure by the City to comply with any provis:.o IS of the Series 1997 Continuing Disclosure Commitment shall ilI)t constitute a default under the Bond Resolution and the remedi,~s therefor shall be solely as provided in the Series 1997 ContimLi: 19 Disclosure Commitment. The Finance Director is further authorized and directec.. :0 establish, or cause to be established, procedures in order .:0 ensure compliance by the City with the Series 1997 Continuillg Disclosure Commitment, including the timely provision of information and notices. Prior to making any filing in accorde.nc:e with such agreement, the Finance Director shall consult with, (LS appropriate, the City Attorney or Bond Counsel. The Fine.nc ~e Director, acting in the name and on behalf of the City, shal] ] >e entitled to rely upon any legal advice provided by the Ci1 y Attorney or Bond Counsel in determining whether a filing should].e made. Section 12. First Union National Bank of Florida, Mic.m:, Florida, is hereby appointed as Bond Registrar for the Series ]9~ 7 Bonds. Section 13. The City is hereby authorized to secure tl.e Series 1997 Bond Insurance Policy guaranteeing the schedLIEd payment of principal of and interest on the Series 1997 Bonds aLd to pay a premium with respect thereto. The Series 1997 EOI.d Insurance Policy shall constitute a Credit Facility under the EOLd Resolution. D09: [04548.DOCS.MIA180273]AUTH-RESO-2 11 The Mayor, based upon the recommendations of the Financi:tl Advisor, is hereby authorized to determine to satisfy all cr a portion of the increase in the Reserve Account Requirene: It attributable to the Series 1997 Bonds with the deposit of t:Ie Series 1997 Reserve Policy to the credit of the Reserve Account a: ld to provide for the payment of the premium with respect thereto, a..l shall be provided in the Series 1997 Mayor's Certificate. T] le Commission hereby approves the form of an Insurance Agreement to J)e entered into between the City and the Series 1997 Bond Insurer Lo the extent the Series 1997 Reserve Policy is deposited to tJ le credit of Reserve Account (the "Series 1997 Insurance Agreement" , a copy of which draft form of Series 1997 Insurance Agreement hils been presented at the meeting at which this Series Resolution Wi lS considered. To the extent applicable, the Mayor is here})y authorized to execute the Series 1997 Insurance Agreement :.n substantially the form presented at the meeting at which t h: s Series Resolution was considered, subj ect to such chansel:, modifications, insertions and omissions and such filling-in (If blanks therein as may be necessary to secure delivery of the SeriEs 1997 Reserve Policy. The execution and delivery by the Mayor (,f the Series 1997 Insurance Agreement for and on behalf of the City shall be conclusive evidence of the City's approval of the SeriEs 1997 Insurance Agreement. For so long as the Series 1997 Bond Insurance Policy is :n effect, or with respect to clauses (a) and (c) below, solely if aId while the Series 1997 Reserve Policy is in effect, and the Series 1997 Bond Insurer has not defaulted in its payment obligatiors D09: [04548.DOCS.MIA180273]AUTH-RESO-2 12 thereunder, and notwithstanding any provisions to the cont::-a:-y contained in the Bond Resolution, the City, the Bond Registrar ald the Holders of the Bonds, as applicable, covenant and agree, bIt solely for the benefit of the Series 1997 Bond Insurer, as follow): (a) The provisions of the Series 1997 Insuran~e Agreement shall be binding on the City, the Bond Registrar a: ld the Holders of the Bonds the same as if they were set forth .n full in this Series Resolution and to the extent of a:lY inconsistencies between the provisions of the Bond Resolutil)ll and the Series 1997 Insurance Agreement, the provisions of t: le Series 1997 Insurance Agreement shall control. (b) The Counterparty with respect to any Interest Ea.:e Swap entered into in connection with the Bonds or, if t]le Counterparty's obligations are guaranteed, then in lieu of t] le Counterparty, any guarantor of such obligations, shall bE: i m entity whose senior unsecured debt is rated at least "AA' by Standard & Poor's and "Aa" by Moody's at the time that the City enters into the Interest Rate Swap. If such Count.e: '- party's or, if its obligations are guaranteed, then in lieu ()f the Counterparty, the guarantor's senior unsecured debt in (Lt any time thereafter not rated "AA-" or better by Standard & Poor's and "Aa3" or better by Moody's, for purposes ()f computing "Principal and Interest Requirements", the intere::t rate with respect to the principal amount of the related Bon( ls equal to the "notional amount" specified in the Interest F.a1.e Swap shall be assumed to be the higher of the interest ra1e on the Bonds and the rate upon which the City's payments ur.dE:r the Interest Rate Swap are calculated. The Interest Rate Ewc.p must provide that if the Counterparty's, or if its obligatiolls are guaranteed, then in lieu of the Counterparty, the guarall- tor's senior unsecured debt is at any time thereafter nut rated "A-" or better by Standard & Poor's and "A3" or bet tE:r by Moody's, the City shall have the right to terminate the Interest Rate Swap and the City hereby covenants to exerc il:e such right upon the occurrence of such event. Any terminat ic In payments due the Counterparty must be payable on a bas: s subordinate to payments due on the Bonds. (c) If Policy Costs (as defined in the Series ] 9~ 7 Insurance Agreement) are due and owing at any time of delivelY of the certificate described in Section 209(c) of the Origin~.l Resolution, such certificate must, in addition to tl.e requirements under said Section 209 (c), demonstrate sufficiel.t coverage to provide for the payment of one hundred per cer.tLm (100%) of the Policy Costs due during the twelve mor..tLs immediately succeeding the month of delivery of Euch certificate. D09: [04548. DOCS .MIA180273] AUTH-RESO-2 13 (d) In connection with the issuance of any Additiontl Bonds or Refunding Bonds, any increase in the Reserve ACCOU:lt Requirement attributable to the issuance of such Bonds slla_l be funded at the time of the delivery of such Bonds. (e) In determining the amount of the Principal a:ld Interest Requirements for any Fiscal Year with respect:o Variable Rate Bonds, the interest rate shall be assumed to he the greater of (i) eight percent (8%) per annum or (ii) t:le average rate of interest for such Variable Rate Bonds during the preceding twelve (12) months or such shorter period as the Variable Rate Bonds were outstanding, or if there were )~ Variable Rate Bonds outstanding during such period, then eight percent (8%) per annum. (f) Unless otherwise approved by the Series 1997 Bond Insurer, scheduled principal due in any Fiscal Year (whet.hl ~r by Amortization Requirements or at maturity) with respect. Lo any Series of Bonds shall not exceed fifteen percent (15%] ()f the original total principal amount of such Series of Bond:;. (g) To the extent that the City maintains a SE!l:'- insurance program for all or any portion of the risks 'ilJi1.h respect to the Parking System, the City shall provide to t]~ Series 1997 Bond Insurer a statement of an indepenclel It insurance consultant acceptable to the Series 1997 HOl ld Insurer to the effect that such self - insurance program :.S adequate to protect the Parking System. (h) Any insurance carrier insuring the Parking Sy:::tE!m shall be rated at least "A" by A.M. Best Company, Inc, Standard & Poor's or Moody's. (i) Notice of the optional or extraordinary redempti()n of Series 1997 Bonds, other than any notice that refers t.o Series 1997 Bonds that are to be redeemed from proceeds (If a refunding bond issue or from amounts to be provided by tl~ Series 1997 Bond Insurer in its discretion, may be given c1n:.y if sufficient funds have been deposited with the Bond ReS"i::- trar to pay the applicable redemption price of the Series 19~ '7 Bonds to be redeemed. (j) In connection with an event described in Sect ion 802 (i) of the Original Resolution which cannot be remecliE!d within thirty (30) days, the same shall constitute an Event: of Default under the Bond Resolution upon the expiration ()f ninety (90) days after the written notice described in :::a:.d Section 802(i) shall have been given to the City unless a longer time period is approved by the Series 1997 E:Ol ld Insurer. (k) In the event the maturity of the Series 1997 BClnds is accelerated, the Series 1997 Bond Insurer may elect, in it.s D09: [04548.DOCS.MIA180273JAUTH-RESO-2 14 sole discretion, to pay accelerated principal and intere:lt accrued or accreted, as applicable, on such principal to t:le date of acceleration (to the extent unpaid by the City) and the Bond Registrar shall be required to accept such amount:l. Upon payment of such accelerated principal and intereHt accrued to the acceleration date as provided above, the SeriHs 1997 Bond Insurer's obligations under the Series 1997 Bond Insurance Policy shall be fully discharged. (1) The Series 1997 Bond Insurer shall be deemed to J)e the sole holder of the Series 1997 Bonds for the purpOSE ()f exercising any voting right or privilege or giving any com:ellt or direction or taking any other action that the Holden: <)f the Series 1997 Bonds are entitled to take pursuant 1.0 Articles VIII or X of the Original Resolution. No provif:i()n of the Bond Resolution expressly recognizing or grantillg rights in or to the Series 1997 Bond Insurer shall be modifiE!d without the consent of the Series 1997 Bond Insurer. (m) Any amendment or supplement to the Bond Resoluti<m which does not require the consent of Bondholders may on:.y become effective upon obtaining the prior written consent ()f the Series 1997 Bond Insurer; provided, however, that tJ le consent of the Series 1997 Bond Insurer shall not be requirE!d with respect to any supplement to the Bond Resolution ado};'tE!d by the City to provide for the issuance of Bonds or SYftE!m Debt in accordance with the provisions of the Bond ResolutiolL. (n) Copies of any modification or amendment to the E,Ol ld Resolution shall be sent to Standard & Poor's and Moody' f. i.t least 15 days prior to the effective date thereof. (0) In determining whether a payment default hi.S occurred, no effect shall be given to payments made under tJ le Series 1997 Bond Insurance Policy. (p) The Series 1997 Bond Insurer shall, to the extent :.t makes any payment of principal of or interest on the Se:r.iE:s 1997 Bonds, become subrogated to the rights of the recipiEn1s of such payments in accordance with the terms of the SeriE:s 1997 Bond Insurance Policy. (q) The Series 1997 Bond Insurer shall have the right: to advance any payment required to be made by the City in ordE:r to prevent an Event of Default under the Bond Resolution alLd the Bond Registrar shall be required to accept such advar.cE:. The City shall be required to reimburse the Series 1997 E,Olld Insurer for any such advance. (r) The rights granted to the Series 1997 Bond Insl:.n:r under the Bond Resolution to request, consent to or direct allY action are rights granted to the Series 1997 Bond Insurer :.n consideration of its issuance of the Series 1997 Bond Infur- 009: [04548.DOCS.MIA180273JAUTH-RESO-2 15 ance Policy. Any exercise by the Series 1997 Bond Insurer (If such rights is merely an exercise of the Series 1997 BOlld Insurer's contractual rights and shall not be construed (Ir deemed to be taken for the benefit or on behalf of tIle Bondholders nor does such action evidence any position of tl~ Series 1997 Bond Insurer, positive or negative, as to whethf,r Bondholder consent is required in addition to consent of tl~ Series 1997 Bond Insurer. (s) In the event of an advance refunding of the Serif,s 1997 Bonds, in addition to any provisions contained in Artic:e XI of the Original Resolution, (i) the City shall cause to be delivered, on the deposit date and upon any reinvestment (If the defeasance amount, a report of an independent firm (If nationally recognized certified public accountants or Eu(h other accountant as shall be acceptable to the Series 19~7 Bond Insurer (the "Accountant") verifying the sufficiency < ,f the escrow established to pay the Series 1997 Bonds in full <n the maturity date or redemption date, as applicable, (tl.e "Verification"), (ii) the escrow deposit agreement (wr i< h shall be acceptable in form and substance to the Series 19~7 Bond Insurer) shall provide that no (A) substitution oE a Government Obligation shall be permitted except with anothEr Government Obligation and upon delivery of a new Verificati<n and (B) reinvestment of a Government Obligation shall l,e permitted except as contemplated by the original Verificati<n or upon delivery of a new Verification, and (iii) there sraJI be delivered an opinion of Bond Counsel to the effect that tis Series 1997 Bonds are no longer Outstanding under the Eord Resolution; each Verification and defeasance opinion shall Ie acceptable in form and substance, and addressed, to the City and the Series 1997 Bond Insurer. Series 1997 Bonds shall Ie deemed Outstanding under the Bond Resolution unless and until they are in fact paid and retired or the above criteria is met. In the event a forward purchase agreement will Ie employed in the refunding, such agreement shall be subject to the approval of the Series 1997 Bond Insurer and shall Ie accompanied by such opinions of counsel as may be requirec ly the Series 1997 Bond Insurer. The Series 1997 Bond Insurer shall be provided with final drafts of the above-referenced documentation not less than five business days prior to tis funding of the escrow. (t) Amounts paid by the Series 1997 Bond Insurer under the Series 1997 Bond Insurance Policy shall not be deemed ~aid for purposes of the Bond Resolution and shall rerrain Outstanding and continue to be due and owing until paid by tie City in accordance with the Bond Resolution. The Eor d Resolution shall not be discharged unless all amounts due cr to become due to the Series 1997 Bond Insurer have been ~aid in full. DOg: [04548.DOCS.MIA180273]AUTH-RESO-2 16 (u) The notice address of the Series 1997 Bond Insun:r is Financial Security Assurance Inc., 350 Park Avenue, NE:W York, New York 10022-6022, Attention: Managing Director .- Surveillance - - Re: Policy No. , TelephonE:: (212) 826-0100; Telecopier: (212) 339-3518. In each case :n which notice or other communication refers to an Event < If Default or with respect to which failure on the part of tlB Series 1997 Bond Insurer to respond shall be deemed to constitute consent or acceptance, then a copy of such noti<e or other communication shall also be sent to the attentior. < ,f General Counsel and shall be marked to indicate "URGEr.T MATERIAL ENCLOSED." (v) The Series 1997 Bond Insurer shall be provided with the following information by the City or the Bond RegistraJ, as applicable: (i) Financial Statements within 120 days after tlB end of the Fiscal Year and the City's annual bucge t within 30 days after the approval thereof; (ii) Upon delivery of the Financial Statements, a certificate of the Finance Director stating that, to tIe best of such individual's knowledge following reasonabJe inquiry, no Event of Default (or any event which, cn<e all notice or grace periods have passed, would constitute an Event of Default) has occurred, or if an Event cf Default has occurred, specifying the nature thereof anc , if the City has a right to cure pursuant to Article vI]I of the Original Resolution, stating in reasonable detajl the steps, if any, being taken by the City to cure such Event of Default; (iii) Official statement, if any, prepared j n connection with the issuance of additional debt of tIe City, whether or not it is on a parity with the Series 1997 Bonds, within 30 days after the bond sale; (iv) Notice of any draw upon, or deficiency dUE to market fluctuation in the amount on deposit in, tl e Reserve Account with two business days after knowled~e thereof other than (A) withdrawals of amounts in exceES of the Reserve Account Requirement and (B) wi thdrawalE: j n connection with a refunding of Bonds; (v) Notice of any failure of the City to make ary required deposit into the Debt Service Account within tvo business days of knowledge thereof; notice of any othEr Event of Default known to the Bond Registrar with fi,e business days after knowledge thereof; D09: [04548 . DOCS .MIA180273] AUTH-RESO-2 17 (vi) Prior notice of the advance refunding (Ir redemption of any of the Series 1997 Bonds, including tl.e principal amount, maturities and CUSIP numbers thereoj; (vii) Notice of the resignation or removal of tl~ Bond Registrar and the appointment of, and acceptancE: (f duties by, any successor thereto; (viii) A full original transcript of all proceec- ings relating to the execution of any amendment c r supplement to the Bond Resolution; (ix) All reports, notices and correspondence required to be delivered under the terms of the Eord Resolution; and (x) Such additional information as the Series 19~7 Bond Insurer from time to time may reasonably request, (w) The interest that the City must pay on defaultEd interest or principal shall not accrue to any Bondholde r except the Series 1997 Bond Insurer so long as the Series 19~7 Bond Insurer is not in default in its payment obligatiors under the Series 1997 Bond Insurance Policy. (x) Investments (except investment agreements) under tIe Funds and Accounts established in the Bond Resolution shall Ie valued at the market value thereof, exclusive of accrUE d interest, (i) as frequently as deemed necessary by the SeriEs 1997 Bond Insurer, but not less often than annually nor rrOle often than monthly, and (ii) upon any draw upon the Reser,e Account. Deficiencies in the amount on deposit in any Func. c r Account resulting from a decline in market value shall Ie restored within one year of the valuation date. (y) No resignation or removal of the Bond Registrar with respect to the Series 1997 Bonds shall become effective untjl a successor has been appointed and has accepted the dutiee cf Bond Registrar. The Series 1997 Bond Insurer is herel: y granted the right to remove the Bond Registrar with respect to the Series 1997 Bonds. (z) Notwithstanding anything to the contrary contained in the Bond Resolution, at least five (5) Business Days (cs defined in the Series 1997 Bond Insurance Policy) immediateJy preceding each payment date on the Bonds, the City sha] 1 transfer from the applicable Accounts (and Subaccounts therein) to the Bond Registrar, the amounts available thereur- der for the payments due on the Bonds on each such payrrert date. (aa) Claims upon the Series 1997 Bond Insurance Policy and Payments by and to the Series 1997 Bond Insurer. DOg: [04548.DOCS.MIA180273]AUTH-RESO-2 18 (i) If, on the third Business Day prior to tl.e related scheduled interest payment date or principcl payment date or the date to which Series 1997 Eor.d maturi ty has been accelerated (a II Payment Date ") there : s not on deposit with the Bond Registrar, after making a:l transfers and deposits required under the Bond RE- solution, moneys sufficient to pay the principal of ar.d interest on the Series 1997 Bonds due on such Payner.t Date, the Bond Registrar shall give notice to the Seri(s 1997 Bond Insurer and to its designated agent (if any) (the "Insurer's Fiscal Agent") by telephone or telecoI'y of the amount of such deficiency by 12: 00 noon, New Yo].k City time, on such Business Day. If, on the secOI.d Business Day prior to the related Payment Date, tLe].e continues to be a deficiency in the amount availablE to pay the principal of and interest on the Bonds due (In such Payment Date, the Bond Registrar shall make a cla:m under the Series 1997 Bond Insurance Policy and s:i,.e notice to the Series 1997 Bond Insurer and the InsurEr's Fiscal Agent (if any) by telephone of the amount of Euch deficiency, and the allocation of such deficiency betw'eEn the amount required to pay interest on the Series 19~7 Bonds and the amount required to pay principal of tl.e Series 1997 Bonds, confirmed in writing to the SeriEs 1997 Bond Insurer and the Insurer's Fiscal Agent by 1L : ( 0 noon, New York City time, on such second Business Day (ii) The Bond Registrar shall establish a separate special purpose trust account for the benefit of Holc.el's of the Series 1997 Bonds referred to herein as tl Le II Series 1997 Policy Payments Account II and over which tl Le Bond Registrar shall have exclusive control and E o:e right of withdrawal. The Bond Registrar shall recEi,~ any amount paid under the Series 1997 Bond Insuran( ~e Policy in trust on behalf of Holders of the Series ] 9~ '7 Bonds and shall deposit any such amount in the SeriE:s 1997 Policy Payments Account and distribute such amoUllt only for purposes of making the payments for which a claim was made. Such amounts shall be disbursed by t]~ Bond Registrar to Holders of the Series 1997 Bonds in t]~ same manner as principal and interest payments are to l)e made with respect to the Series 1997 Bonds under t] Le sections hereof regarding payment of Series 1997 Bond::. It shall not be necessary for such payments to be madE~ hy checks or wire transfers separate from the check or ".ri:-e transfer used to pay debt service with other funds available to make such payments. However, the amount: of any payment of principal of or interest on the Series 1997 Bonds to be paid from the Series 1997 Poli(~y Payments Account shall be noted as provided in Ii") below. Funds held in the Series 1997 Policy PaymenLs Account shall not be invested by the Bond Registrar and D09: [0454B,DOCS.MIA1B0273]AUTH-RESO-2 19 may not be applied to satisfy any costs, expenses (r liabilities of the Bond Registrar. In the event the Series 1997 Bonds are subject to mandatory sinking fund redemption, upon receipt of tl.e moneys due, affected Bondholders shall surrender tte~r Series 1997 Bonds to the Bond Registrar who stall authenticate and deliver to such Bondholder a new SeziEs 1997 Bond or Series 1997 Bonds in an aggregate princip~l amount equal to the unredeemed portion of the Series 19~7 Bond surrendered, and upon maturity or other advancerr~r.t of maturity and receipt of the moneys due, Bondholceys shall surrender their Bonds for cancellation. The Eorrl Registrar shall designate any portion of payment (,f principal on Series 1997 Bonds paid by the Series 19~7 Bond Insurer, whether by virtue of mandatory sinking fur.d redemption, maturity or other advancement of maturity, (In its books as a reduction in the principal amount (If Series 1997 Bonds registered to the then curzer.t Bondholder, whether DTC or its nominee or otherwise, aI~ shall issue a replacement Series 1997 Bond to the SeriE,s 1997 Bond Insurer, registered in the name of Financii.l Security Assurance Inc., in a principal amount equal to the amount of principal so paid (without regard to authorized denominations) ; provided that the :E,oIld Registrar's failure to so designate any payment or i::slle any replacement Series 1997 Bond shall have no effect. on the amount of principal or interest payable by the City on any Series 1997 Bond or the subrogation rights of t}~ Series 1997 Bond Insurer. (iii) Any funds remaining in the Series 1997 Poli<:y Payments Account following a Payment Date shall prompt:y be remitted to the Series 1997 Bond Insurer except for funds held for the payment of Series 1997 Bonds pursuant to Section 513 of the Original Resolution. (iv) The Bond Registrar shall keep a complete and accurate record of all funds deposited by the Series 1917 Bond Insurer into the Series 1997 Policy Payments Account and the allocation of such funds to payment of intere:lt on and principal paid in respect of any Series 1997 Bond. The Series 1997 Bond Insurer shall have the right :0 inspect such records at reasonable times upon 0: le Business Day's prior notice to the Bond Registrar. (v) Subject to and conditioned upon payment of alY interest or principal with respect to the Series :_9)7 Bonds by or on behalf of the Series 1997 Bond Insure.~, each Bondholder, by its purchase of Series 1997 Bond 3, hereby assigns to the Series 1997 Bond Insurer, but only to the extent of all payments made by the Series 19)7 Bond Insurer, all rights to the payment of interest: )r D09: [04548 .DOCS. MIA180273] AUTH-RESO-2 20 principal on the Series 1997 Bonds, including, witrOlt limitation, any amounts due to the Bondholders in respe< t of securities law violations arising from the offer aId sale of the Series 1997 Bonds, which are then due fer payment. The Series 1997 Bond Insurer may exercise ary option, vote, right, power or the like with respect to Series 1997 Bonds to the extent it has made a princip21 payment pursuant to the Series 1997 Bond Insuran< e Policy. The foregoing assignment is in addition to, arrl not in limitation of, rights of subrogation otherwif e available to the Series 1997 Bond Insurer in respect < If such payments. The Bond Registrar shall take such act i< ,n and deliver such instruments as may be reasonab:y requested or required by the Series 1997 Bond Insurer 10 effectuate the purpose or provisions of this clause lv: . (vi) The Bond Registrar shall promptly notify t] le Series 1997 Bond Insurer of either of the following af3 to which it has actual knowledge: (A) the commencement elf any proceeding by or against the City commenced under tl le United States Bankruptcy Code or any other applicab:e bankruptcy, insolvency, receivership, rehabilitatior. or similar law (an " Insolvency Proceeding") and (B) tl le making of any claim in connection with any Insol vEne:y Proceeding seeking the avoidance as a preferenti< Ll transfer (a "Preference Claim") of any payment of principal of, or interest on, the Series 1997 Bonds. Each Bondholder, by its purchase of Series 19~17 Bonds, and the Bond Registrar with respect to the SeriE ~s 1997 Bonds hereby agrees that the Series 1997 Hond Insurer may at any time during the continuation of (m Insol vency Proceeding exercise any right to direc:t matters relating to such Insolvency Proceeding which fiu<:h Bondholder and Bond Registrar may have under la17, including, without limitation, (A) all matters relating to any Preference Claim, (B) the direction of any appeal of any order relating to any Preference Claim and (C) tJ le posting of any surety, supersedeas or performance bond pending any such appeal. In addition, and withollt limitation of the foregoing, the Series 1997 Bond Insllrf~r shall be subrogated to the rights of the Bond Registr, lr and each Bondholder in any Insolvency Proceeding to t:~ extent it is subrogated pursuant to the Series 1997 Ho: ld Insurance Policy, including, without limitation, a:1Y rights of any party to an adversary proceeding act:i, m with respect to any court order issued in connection wi:h any such Insolvency Proceeding. (vii) The City hereby agrees to pay or reimburs'~, but solely from the sources pledged under the Bond R'~- solution to the payment of the Series 1997 Bonds, tIe Series 1997 Bond Insurer any and all charges, fees, cos:s D09: [04548. DOCS .MIA180273] AUTH-RESO-2 21 and expenses which the Series 1997 Bond Insurer me y reasonably payor incur in connection with (A) ar y accounts established to facilitate payments under tle Series 1997 Bond Insurance Policy, (B) the administre- tion, enforcement, defense or preservation of any rights or security in respect of the Bond Resolution, (C) tl e pursuit of any remedies under the Bond Resolution e r otherwise afforded by law or equity, (D) any amendment, waiver or other action with respect to, or related te, whether or not executed or completed, (E) the violatien by the City of any law, rule or regulation, or ar y judgment, order or decree applicable to it or (F) ary litigation or other dispute in connection with the Eord Resolution or the transactions contemplated thereb), other than amounts resulting from the failure of tl e Series 1997 Bond Insurer to honor its obligations under the Series 1997 Bond Insurance Policy; costs and expenses shall include a reasonable allocation of compensation ard overhead attributable to time of employees of the Series 1997 Bond Insurer spent solely in connection with tle actions described above. The Series 1997 Bond Insurer reserves the right to charge a reasonable fee an a condition to executing any amendment, waiver or consert proposed in respect of the Bond Resolution. (viii) The City shall pay, but solely from tl e sources pledged under the Bond Resolution to the payrrert of the Series 1997 Bonds, to the Series 1997 Bond Insurer interest on any and all amounts as are paid under tle Series 1997 Bond Insurance Policy and as are otherwiee due to the Series 1997 Bond Insurer from the date pai~_ ty the Series 1997 Bond Insurer until payment thereof jn full at the Late Payment Rate. IILate Payment Ratell mears the lesser of (A) the greater of (i) the per annum rate of interest, publicly announced from time to time by Tle Chase Manhattan Bank (N.A.) at its principal office jn the City of New York, as its prime or base lending rate (II Prime Rate") (any change in such Prime Rate to 1 e effective on the date such change is announced by Tle Chase Manhattan Bank (N.A.)) plus 3%, and (ii) the then applicable highest rate of interest on the Series 19~7 Bonds and (B) the maximum rate permissible under applicable usury or similar laws limiting interest ratee . The Late Payment Rate shall be computed on the basis ef the actual number of days elapsed over a year of 3 EO days. In the event The Chase Manhattan Bank (N .A.) ceases to announce its Prime Rate, the Prime Rate sha]l be the prime or base lending rate of such national tark as the Series 1997 Bond Insurer shall designate. (ix) The Series 1997 Bond Insurer shall be entitled to pay principal or interest on the Series 1997 Benes that shall become Due for Payment but shall be unpaic. ly D09: [04548.DOCS.MIA180273]AUTH-RESO-2 22 reason of Nonpayment by the Issuer (as such terms ale defined in the Series 1997 Bond Insurance Policy) and ary amounts due on the Series 1997 Bonds as a result e f acceleration of the maturity thereof in accordance ~ith the Bond Resolution, whether or not the Series 1997 Eord Insurer has received a Notice (as defined in the SeriEs 1997 Bond Insurance Policy) of Nonpayment or a claim upe n the Series 1997 Bond Insurance Policy. Section 14. The officers, agents and employees of the City and the Bond Registrar are hereby authorized and directed to do all acts and things required of them by the provisions of the SeriEs 1997 Bonds, the Bond Resolution, the Series 1997 Bond Purcha~ e Agreement, the Series 1997 Continuing Disclosure Commitment, tIe Series 1997 Bond Insurance Policy, the Series 1997 Reserve PolicJ , the Series 1997 Insurance Agreement and this Series Resolution, fer the full, punctual and complete performance of all the term~, covenants, provisions and agreements of the Series 1997 Bonds, tIe Bond Resolution, the Series 1997 Bond Purchase Agreement, tl.e Series 1997 Continuing Disclosure Commitment, the Series 1997 Ear.d Insurance Policy, the Series 1997 Reserve Policy, the Series 19~7 Insurance Agreement and this Series Resolution. D09: [04548.DOCS.MIA180273]AUTH-RESO-2 23 . Section 15. This Series Resolution shall become effE~c:ive immediately upon its adoption. PASSED AND ADOPTED this 16th day of July ,1997. ~~ V ;u.. Mayo (Seal) Attest: Eo~cr rAA~ City Clerk APPROVED AS TO FORM & LANGUAGE & FOR EXECUTION 1tt./ftWt- . .......'-'...':"m~ ~,iz DaIle 009: [04S48.00cs.M~80273)ACTH-RBSO-2 24 EXHIBIT A SERIES 1997 PROJECT 1. Acquisition of land for and construction of a new parki: 19 garage in the Collins Park/Cultural Center area. 2. Acquisition of land for a surface lot and/or a nl~w parking garage in the area between Lincoln Road and =.8:h Street between Collins Avenue and Washington Avenue, 3. Expansion, renovation, improvement and/or repair of various parking garages in the Parking System. 4. Renovation, improvement and/or repair of various surfal:e parking lots in the Parking System. 5. Replacement of parking meters with digital meters in tl~ Parking System. 6. Such other authorized capital improvements to the Parking System which the Commission may determine by resoluti<m to undertake in addition to and/or lieu of one or more <)f the capital improvements described above. D09: [04548.DOCS.MIA180273]AUTH-RESO-2 A-I MAYOR'S CERTIFICATE I, SEYMOUR GELBER, Mayor of the City of Miami Beach, Flor.da (the "City"), DO HEREBY CERTIFY that: 1. Pursuant to Resolution No. 96-21898, adopted February !O, 1996 (the "Original Resolution"), as supplemented by Resolutio:l :i:1o. 97-22482, adopted July 16, 1997 (the "Series 1997 Resolution"md together with the Original Resolution, the "Bond Resolution"). :he City Commission (the "Commission") of the City authorized:he issuance of the City's Parking Revenue Bonds, Series 1997 in an aggregate principal amount not to exceed $21,000,000 (the "SerLes 1997 Bonds") for the purposes set forth in the Series 1397 Resolution, set forth certain details with respect to the SerLes 1997 Bonds and delegated, subject to the limitations contained in the Series 1997 Resolution, certain matters, including the ~ilal award of the Series 1997 Bonds, to the Mayor, or in his abse~=e or inability to perform, the Vice Mayor, in connection with :he issuance of the Series 1997 Bonds, as evidenced by a Mayo,:' s Certificate. 2. All terms used herein in capitalized form and not de::i led are as defined in the Bond Resolution. 3. Pursuant to the authorization contained in the B:md Resolution and the recommendations of the Financial Advisor :he Series 1997 Bonds are hereby directed to be issued by the Cit.{ ~nd awarded to the Underwriters upon compliance with the condi:i :ms contained in the Bond Resolution and the Series 1997 Bond Purl=h~se Agreement and payment of the purchase price thereof. 4. The Series 1997 Bonds shall be issued in the agg~3g~te principal amount of $21,000,000, shall be dated as of AUguBt 1, 1997, shall be Current Interest Bonds, shall have Interest PaYTl1i:mt Dates of March 1 and September 1 of each year, commencing Mar::h 1, 1998, and shall consist of Serial Bonds and Term Bonds (the "S3:ries 1997 Term Bonds") maturing on September 1 of the years and be~:ring interest at the fixed rates set forth in Schedule A att~ched hereto. 5. The Series 1997 Term Bonds maturing on September 1, 2C 15, shall be subj ect to mandatory sinking fund redemption prior to maturity, in part by lot or by such other manner as the Eond Registrar shall deem appropriate, on September 1, 2011 and on each September 1 thereafter set forth below, at redemption prices ec;ual to 100% of the principal amount thereof plus accrued interest to the date of redemption, from monies deposited by the City to the credit of the Redemption Subaccount of the Debt Service Acccunt representing Amortization Requirements for such Series 1997 1erm Bonds. The Amortization Requirements for such Series 1997 Term Bonds shall be as follows: 009: [04548.DOCS.MIA180273]MAYORS-CERTIF. Redemption Date (Seotember 1) Amortization Reauirement 2011 2012 2013 2014 2015* $ 1,205,000 1,265,000 1,325,000 1,395,000 1,460,000 * Maturity 6. The Series 1997 Term Bonds maturing on September I, ~0:.2, shall be subj ect to mandatory sinking fund redemption prior to maturity, in part by lot or by such other manner as the B(md Registrar shall deem appropriate, on September I, 2016 and on eciich September 1 thereafter set forth below, at redemption prices E~:qlJal to 100% of the principal amount thereof plus accrued interest to the date of redemption, from monies deposited by the City tc I.he credit of the Redemption Subaccount of the Debt Service Account representing Amortization Requirements for such Series 1997 Tl!rm Bonds. The Amortization Requirements for such Series 1997 Tl!rm Bonds shall be as follows: Redemption Date (Seotember 1) Amortization Reauirement 2016 2017 2018 2019 2020 2021 2022* $ 1,535,000 1,615,000 1,695,000 1,785,000 1,875,000 1,970,000 2,070,000 * Maturity 7. The Series 1997 Bonds maturing on September I, 200B md thereafter shall be subject to redemption prior to their respect.ve maturities, at the option of the City, from any moneys that may be available for such purpose, in whole on any date on or af:er September I, 2007, or in part in any order of maturity selectl~d by the City and by lot or by such other manner as the Bond Regi:;t:-ar shall deem appropriate within a maturity if less than a fIll maturity, on September I, 2007 and on each Interest Payment Dite thereafter, at the redemption prices set forth below (expressl:!d as a percentage of the principal amount of the Series 1997 Bonds .:0 be so redeemed) if redeemed during the following redemption pe:d )ds plus accrued interest to the date of redemption: D09: [0454B.DOCS.MIA1B0273lMAYORS-CERTIF. 2 Redemption Period Redemption Price September 1, 2007 through August 31, 2008 September 1, 2008 and thereafter 101% 100 8. The purchase price to be paid by the Underwriters to t.:le City for the Series 1997 Bonds shall be $19,889,631.67 (consisci:lg of $21,000,000 principal amount of Series 1997 Bonds less n=t original issue discount of $957,985.70 and underwriting discount ~f $152,382.63) plus accrued interest from August 1, 1997. T:le purchase price of the Series 1997 Bonds shall be paid in the ma:m =r provided in the Series 1997 Bond Purchase Agreement at clos in j. The purchase price of the Series 1997 Bonds is 99.274% of t:le principal amount of the Series 1997 Bonds (not including origin~l issue discount) 9. The Mayor hereby determines, based upon t:le recommendations of the Financial Advisor, not to utilize the Seri =s 1997 Reserve Policy in funding the increase in the Reserve ACCI)U:lt Requirement attributable to the Series 1997 Bonds. WITNESS MY HAND and the official seal of the City this L5:h day of August, 1997. I~' !..... ...--...- Gelber, Mayor Miami Beach, Florida APPROVED AS 1t) FORM & LANGUAGI!': & FOREXECUnON ~)~ .~ 16'11 City Attorney -DI:~ D09: [04548.DOCS.MIA180273]MAYORS-CERTIF. 3 SCHEDULE A Maturity Date Principal Interest (Seotember 1) Amount Rate 1999 $ 50,000 4.00% 2000 50,000 4.20 2001 50,000 4.50 2002 60,000 4.40 2003 55,000 4.50 2004 60,000 4.60 2005 55,000 4.70 2006 70,000 4.70 2007 70,000 4.75 2008 65,000 4.80 2009 75,000 4.90 2010 1,145,000 5.00 $6,650,000 $12,545,000 5.00% Term Bonds maturing September 1, 2015 5.125% Term Bonds maturing September 1, 2022 009: [04548.DOCS.MIA180273]MAYORS-CERTIF. A-l BOND PURCHASE AGREEMENT CITY OF MIAMI BEACH, FLORIDA $21,000,000 Parking Revenue Bonds, Series 1997 This Bond Purchase Agreement dated August 15, 1997 ("Bond Purchase Agreemen") is entered into by and among the following parties (hereinafter individually called a "Party" aJ Ld collectively called the "Parties"): CITY OF MIAMI BEACH, FLORIDA, a validly existing political subdivision of t le State of Florida (the "City"); and Morgan Stanley Dean Witter through MORGAN STANLEY & CO. INCORPORATED (t le "Managing Underwriter") and AIBC Municipal Securities, Bear, Stearns & Co. Inc al Ld Raymond James & Associates, Inc. (collectively with the Managing Underwriter, t le "U nderwri ters"). FTL:253427:3 TABLE OF CONTENTS .I~a,~ ARTICLE I DEFINITIONS SECTION 1.1. Participants................................................... 1 SECTION 1.2. Contracts, Instruments and Documents. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 SECTION 1.3. Legal Authorities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 SECTION 1.4. Events, Dates and Places ........................................ 3 SECTION 1.5. Other Definitions .............................................. 3 ARTICLE II REPRESENTATIONS AND COVENANTS SECTION 2.1. Representations and Covenants of City . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . 3 ARTICLE III AGREEMENT TO PURCHASE SERIES 1997 BONDS SECTION 3.1. Delivery of Documents to Underwriters. . . . . . . . . . . . . . . . . . . . . . . . . . .. .,7 SECTION 3.2. Agreement to Sell and Purchase Series 1997 Bonds. . . . . . . . . . . . . . . . . .. .' 8 SECTION 3.3. Public Offering of Series 1997 Bonds. . . . . . . . . . . . . . . . . . . . . . . . . . . . .. .. 8 SECTION 3.4. Good Faith Check ............................................. .. 8 ARTICLE IV CLOSING CONDITIONS SECTION 4.1. Performance of Obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. .. 9 SECTION 4.2. Delivery of Closing Papers ...................................... .' 9 SECTION 4.3. Form of Closing Papers; Waiver of Conditions . . . . . . . . . . . . . . . . . . . . . .. . 1 ARTICLE V TERMINATION; PAYMENT OF EXPENSES SECTION 5.1. Termination ..................................................' 2 SECTION 5.2. Payment of Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . , 3 ARTICLE VI MISCELLANEOUS SECTION 6.1. Parties In Interest; Survival of Representations. . . . . . . . . . . . . . . . . . . . . . . ,. 3 SECTION 6.2. Notices ...... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ,. 4 SECTION 6.3. Amendment..................................................,. 4 SECTION 6.4. Governing Law ...............................................' 4 SECTION 6.5. Captions.....................................................,. 4 FTL:253427:3 SECTION 6.6. Counterparts.................................................. 4 SECTION 6.7. Severability .................................................. 4 SECTION 6.8. Rights of Managing Underwriter. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 SECTION 6.9. Effective Time of this Bond Purchase Agreement. . . . . . . . . . . . . . . . . . . . . 5 EXHIBIT A EXHIBIT B EXHIBIT C EXHIBIT D EXHIBIT E FTL:253427:3 ********** Maturities, Amounts, Interest Rates, Prices and Yields. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Opinion of Bond Counsel. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Opinion of City Attorney. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Opinion of Underwriter's Counsel. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Underwriter's Truth-in-Bonding and Disclosure Statement. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 A.l B.l C .1 D.l E .1 ARTICLE I DEFINITIONS SECTION 1.1. Participants. In addition to the Parties, various persons and firms w 11 participate in the financing to which this Bond Purchase Agreement relates. Among them are tho;e identified below (hereinafter collectively called the "Participants"): Authorized Party: The persons duly authorized and legally empowered :0 execute documents on behalf of the City. Bond Counsel: Squire, Sanders & Dempsey L.L.P., Miami, Florida Bond Registrar: First Union National Bank, Miami, Florida Certified Public Accountant: KPMG Peat Marwick LLP City Attorney: Murray H. Dubbin, Esq., City Attorney City's Governing Body: Mayor and City Commission Financial Advisor: Rauscher Pierce Refsnes, Inc., Miami, Florida Financial Security Assurance Inc. Insurer: Underwriters' Counsel: Ruden, McClosky, Smith, Schuster & Russell, P.A., Mian i, Florida and Dennis Scholl, P.A., Miami, Florida SECTION 1.2. Contracts. Instruments. Documents and Other Defined Terms. Varia is contracts, instruments and documents are involved in the financing to which this Bond Purcha Ie Agreement relates. Among them are those identified below: Arbitrage Certificate: The certificate of the City setting forth its reasonal: le expectations regarding the use of the proceeds of tl Le Series 1997 Bonds, among other matters. Basic Documents: This Bond Purchase Agreement Continuing Disclosure Commitment. and eLe Closing Papers: Collectively, the certificates, opinions, instruments and oth ~r documents described in Section 4.2 of this Bond Purcha;e Agreement. FTL:253427:3 Continuing Disclosure Commitment: The Continuing Disclosure Commitment delivered by the by the City on the date of delivery of the Series 1997 Bon< s. Financial Statements: The audited financial statements of the Parking SystE m included in the Preliminary Official Statement a ld Official Statement as Appendix C. Insurance Policy: The insurance policy to be issued by the Insurer COnCUIT;ln ly with the issuance and delivery of the Series 1997 Bonds. Official Statement: The Official Statement (including the Appendices theretl I), dated the date hereof, summarizing the terms of tIe Series 1997 Bonds and other related matters. Project: Collectively, the capital improvements to be made tl) tIe Parking System using proceeds of the Series 1997 Bonjs. The Preliminary Official Statement (including the Appendi< es thereto), dated August 1,1997, summarizing the terms (1ft Ie Series 1997 Bonds and related matters. Preliminary Official Statement: Series 1996A Bonds: The City's $10,795,000 Parking Revenue Refunding B,mds, Series 1997. Series 1997 Bonds: The City's $21,000,000 Parking Revenue Bonds, Series 19(7. SECTION 1.3. Legal Authorities. Various legal authorities are involved in the finallci Ig to which this Bond Purchase Agreement relates. Among them are those identified below: Bond Resolution: Collectively, Resolution No. 96-21898 adopted by 1 h.e City's Governing Body on February 20, 199E. as supplemented by Resolution No. 97-22482 adopted )n July 16~ 1997. Code: The Internal Revenue Code of 1986, as amended throug h a Ild including the Closing Date and, to the extent applicabl~, 1 he Internal Revenue Code of 1954, as amended, and, t:> 1 he extent applicable, the regulations issued or proposed pmsu mt thereto. Mayor's Certificate: The Certificate ofthe Mayor of the City dated the date h~re )f, providing for among other matters, the fixing of the amOllnt of the Series 1997 Bonds and the maturities, amorti~:atj:>n installments, interest rates, and redemption provisions nfhe Series 1997 Bonds, and fixing other details of the Series 1 ~97 Bonds. FTL:253427:3 2 SECTION 1.4. Events. Dates and Places. Various dates and places are significant ill the financing to which this Bond Purchase Agreement relates. Among them are those identified belo' v: Closing: The consummation of the transaction at which t Le Series 1997 Bonds are delivered by the City to t Le Underwriters, and paid for by the Underwriters, pursuant :0 this Bond Purchase Agreement. Closing Date: August 28, 1997, or such other date as the Parties may a,~rE e. Closing Time: 1 :00 p.m. Eastern Daylight Time or such other time a; t Le Parties may agree. Place of Closing: Squire, Sanders & Dempsey L.L.P., Miami, Florida Miami Center, 29th Floor 201 South Biscayne Boulevard Miami, Florida 33131 SECTION 1.5. Other Definitions. All capitalized terms used and not otherwise defin:d herein shall have the meanings ascribed thereto in the Bond Resolution. ARTICLE II REPRESENTATIONS AND COVENANTS SECTION 2.1. Representations and Covenants of City. As an inducement to the oth ~r Parties to enter into this Bond Purchase Agreement, the City makes the following representajo 1S and covenants, each of which representations shall be true and correct on the date hereof and 0 1 t Le Closing Date as if such representations were made again at the Closing Time: (a) The City is a validly existing political subdivision of the State of Florda. (b) The Bond Resolution was adopted by the City's Governing Body at a medillg duly called and held in open session upon requisite prior public notice pursuant to the 1m IS of the State of Florida and the standing resolutions and rules of procedure of t Le City's Governing Body. The City has full right, power and authority to adop: tLe Bond Resolution. On the date hereof, the Bond Resolution is, and, at the Closing it sha J t e, in full force and effect, and no portions thereof have been or shall have been suppleme1te j, repealed, rescinded or revoked. The Bond Resolution constitutes the legal, valid and bir dil 19 obligation of the City, enforceable in accordance with its terms. The Bond Resoluti. In creates a valid pledge of, and first lien and charge upon, the Net Revenues for the payme It of the Series 1997 Bonds on a parity with the Series 1996A Bonds. (c) The City has full right, power and authority to enter into, execute and deli" ~r the Official Statement, the Basic Documents and the Series 1997 Bonds, and to perforn ts obligations under the Basic Documents and as contemplated by the Official Statement. l- 11 permits, consents or licenses, if any, and all notices to or filings necessary to accomplis 1 t 1e foregoing have been obtained or made. When executed and delivered, the Basic Documer ts FTL:253427:3 3 and the Series 1997 Bonds shall constitute legal, valid and binding obligations of the CJ ty enforceable in accordance with their respective terms and all conditions and requiremer ts of the Bond Resolution relating to the issuance of the Series 1997 Bonds will have be :n complied with or fulfilled. Upon issuance of the Series 1997 Bonds, there will 1: e . LO indebtedness of the City other than the Series 1997 Bonds and the Series 1996A Bon is outstanding under the Bond Resolution or having a lien or charge on the Net Revenues. (d) The Authorized Party executing the Basic Documents and Official State mE nt on behalf of the City is authorized for and in the name of the City to execute, delive:' a Ld perform the obligations of the City under the Basic Documents and as contemplated by t 1e Official Statement and to execute, deliver, file or record such other incidental pape 5, documents and instruments as shall be necessary to carry out the intention and purposes )f the Basic Documents, the Series 1997 Bonds and the Bond Resolution. On the Closing D, te the Series 1997 Bonds will be duly authenticated, executed and delivered by the City [n accordance with the Bond Resolution and will be entitled to all the benefits and securj ty thereof. Any certificate signed by the Authorized Party shall be deemed a representation a Ld covenant by the City to the Underwriters as to the statements made therein. (e) No authorization, approval, consent or license of any governmental body Jr authority, not already obtained, is required for the valid and lawful execution and deli ve ~y by the City of the Series 1997 Bonds, the Basic Documents, the Official Statement ani t 1e Bond Resolution and the performance of its obligations thereunder or as contemplat:d thereby; provided, however, that no representation is made concerning compliance WitI t 1e registration requirements of the federal securities laws or the securities or Blue Sky laws )f the various states. (f) The execution and delivery by the City of the Series 1997 Bonds, tLe Basic Documents, the Official Statement and the Bond Resolution and the performance l,y the City thereunder or as contemplated thereby is permitted by, and will not conflict with Jr constitute a breach of or default under, any existing law, court or administrative regula tic 11, decree or order or any commitment, indenture, mortgage, lease, contract, agreeme'lt Jr instrument to which the City is a party, or by which it or any of its properties are bound )r subject. No event has occurred which, with the lapse of time or the giving of notice or b0111, would constitute an event of default (as therein defined) under any of the Basic Documer ts or the Bond Resolution. (g) The Series 1997 Bonds, the Bond Resolution, the Project and t Le Parking System conform to the descriptions thereof set forth in the Official Statemen1. (h) There is no action, suit, proceeding, inquiry or investigation, at lawJr .n equity, before or by any court, governmental agency, public board or body pending and wi:h regard to which the City has received service of process or, to the actual knowledge oft Le City, threatened against the City contesting or seeking to restrain or enjoin any 0: be following: (i) the powers or valid existence of the City or the titles of the members of be City's Governing Body or its other officers to their respective offices; (ii) any o~ be proceedings had or actions taken leading up to the sale, issuance and delivery of tl Le Series 1997 Bonds or the execution, delivery or performance of this Bond Purcha;e Agreement; or (iii) the delivery, validity or enforceability of the Series 1997 Bonds or aJ lY FTL:253427:3 4 of the Basic Documents or the power of the City to consummate the transactio LS contemplated therein and in the Official Statement. There is no action, suit, proceeding )r investigation, at law or in equity, before or by any court, public board or body pending aid with regard to which the City has received service of process, or to the actual knowledge )f the City, threatened against the City, (i) which contests in any way the completene:;s )r accuracy of the Official Statement; (ii) with regard to which an unfavorable decision, mliJ.g or finding would materially and adversely affect the validity or enforceability o:~ t] Le Series 1997 Bonds, the Bond Resolution or the Basic Documents; or (iii) which would ha- 'e a material adverse effect upon the operations of the Parking System or the City. (i) To the actual knowledge of the City, the City is not on the date hereof aI ld will not be on the Closing Date, in default under any instrument to which the City is suJje::t or by which it or its properties are or may be bound or subject, which default would (i) ha' 'e a material adverse effect on the condition of the City or the Parking System, financial )r otherwise (other than as disclosed in the Official Statement) or (ii) otherwise materialy adversely affect its ability to perform its obligations under the Series 1997 Bonds, t] Le Basic Documents or the Bond Resolution. G) The City has not been advised by the Commissioner, any District Directx )r any other official of the Internal Revenue Service that certifications by the City with re~;pE::t to arbitrage may not be relied upon. (k) The City shall apply the proceeds of the sale of the Series 1997 Bonds i1 t Le manner described in the Official Statement and the Arbitrage Certificate and will not ta ~e or omit to take any action that will in any way cause or result in the proceeds of the sale Jf the Series 1997 Bonds to be applied in a manner other than as described in same. (1) The Financial Statements have been prepared in accordance with general ly accepted accounting principles and fairly present the financial condition and results oft ie operations of the Parking System at the dates and for the periods indicated. (m) There has been no material adverse change in the business, properti,~s Jr financial condition of the Parking System from that shown in the Financial Statements. (n) Between the date hereof and the Closing Date (i) the City will not, wilhc Llt the prior written consent of the Underwriters, issue any bonds, notes or other obligatior s, (ii) the City will not incur any material liabilities, direct or contingent, other than those in t 1e ordinary course of business, and (iii) there will not have been any adverse change 01 a material nature in the City's financial position. (0) Appendices A and B to the Preliminary Official Statement and t 1e Official Statement and the statements relating to the City, the Series 1997 Bonds, incltdi Lg the application of proceeds thereof, and the Bond Resolution set forth in t 1e Preliminary Official Statement and the Official Statement and the Appendices theret'J did not on the respective dates of the Preliminary Official Statement and the Official StatenE nt and do not on the date hereof, contain any untrue statement of a material fact or omit to st, te any material fact necessary to make the statements therein not misleading. Without h,vi Lg undertaken to determine independently the accuracy or completeness ofthe informati'Jn in FTL:253427:3 5 the Preliminary Official Statement and Official Statement or Appendices thereto, except is to the information noted in the preceding sentence, nothing has come to the City's attentic ,n that would lead it to believe that the Preliminary Official Statement and Official Stateme It and the Appendices to such documents contains any untrue statement of a material fact )r omits to state any material fact necessary to make the statement therein not misleading. TI Le City has consented to the use of the Preliminary Official Statement and tl Le Official Statement by the Underwriters in connection with the public offering 0:' tl Le Series 1997 Bonds. (p) The City will furnish such information, execute such instruments and tal:e such other action in cooperation with the Underwriters as the Underwriters may reasor ab y request in order to qualify the Series 1997 Bonds for offer and sale under the Blue Sky )r other securities laws or regulations of such states and other jurisdictions of the United Stat ~s as the Underwriters may designate and to determine the eligibility of the Series 1997 BJn ls for investment under the laws of such states and jurisdictions, and will undertake its b~ st efforts to continue such qualifications in effect as long as required for the distribution 0:' m lY Series 1997 Bonds, provided that the City will not be required to qualify to do busine~s, Jr be subject to service of process in or subject itself to the jurisdiction of, any state other th In the State of Florida. (q) The City has not, since December 31, 1975, been in default in the pay] ne It of principal of, premium, if any, or interest on, or otherwise been in default with resped t ), any bonds, notes, lease purchase arrangements or other obligations which it has is~:ue i, assumed or guaranteed as to payment of principal, premium, if any, or interest, nor ha~: m lY other person been in default with respect to payment of principal of, premium, if any, Jr interest on any bonds, notes or other obligations which the City has issued, except, in bo:h cases, as described in the Preliminary Official Statement and the Official Statemen1 m ld certain conduit issues which in the opinion of the City would not be considered materiil hy a reasonable investor and therefore do not have to be disclosed in the Official State:ne It under Rule 3E-400.003 of the Florida Administrative Code promulgated J.:nd ~r Section 517.051 (1), Florida Statutes. (r) If between the date hereof and the date of the Closing, or between the dele Jf the Closing and the "end of the underwriting period" as defined in (s) below, any event shell occur which would or might cause the information contained in the Official Statement, is then supplemented or amended, to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements th~:re n, in the light of the circumstances under which they were made, not misleading, the City sh III notify the Underwriters thereof, and if in the reasonable opinion of the Underwriters su :h event requires the preparation and publication of a supplement or amendment to t le Official Statement, the City will cooperate with the Underwriters in supplementing Jr amending the Official Statement (the printing of which will be the expense of the City) in such form and manner and at such time or times as may be reasonably called for by t le Underwriters. (s) The City agrees that after the Closing and during the period ended on tIe earlier of (A) ninety (90) days after the "end of the underwriting period", hereiraf! er described or (B) the time when the Official Statement is available from a FTL:253427:3 6 Nationally Recognized Municipal Securities Information Repository ("NRMSIR") (bl.lt n no event less than 25 days following the end of the underwriting period)(i) the City will n)t adopt any amendment of or supplement to the Official Statement to which, after havingJel n furnished a copy prior to any proposed adoption, the Managing Underwriter shall object n writing or which shall be disapproved by counsel for the Underwriters and (ii) if any eve lt relating to or affecting the City or the Series 1997 Bonds shall occur as a result of which it is necessary, in the opinion ofthe City, the Managing Underwriter or Underwriters' Counsl I, to amend or supplement the Official Statement in order to make the Official Statement n )t misleading in light of the circumstances existing at the time it is delivered to a purchaser, tIle City shall, at its expense, forthwith prepare and furnish to the Managing Underwriter a reasonable number of copies of an amendment of or supplement to the Official Statement ( n form and substance satisfactory to the City and the Underwriters) which will amerd )r supplement the Official Statement so that it will not contain an untrue statement of a ma1 eri 11 fact or omit to state a material fact necessary in order to make the statements therein, in Jig It of the circumstances existing at the time the Official Statement is delivered to a purch1St r, not misleading. The City will promptly notifY the Managing Underwriter of the occurren :e of any event which, in the City's opinion, is an event described in clause (ii) of the precEdillg sentence. For purposes of the foregoing, the term "end of the underwriting period" mea 1S the date of Closing or the date on which the Underwriters do not retain, directly or as a member of an underwriting syndicate, an unsold balance of the Series 1997 Bonds for S2 le to the public, which date shall be no later than ninety (90) days after the date of Closing. T le Underwriters will promptly notifY the City in writing of the end of the underwriting perie 1 (t) The City will undertake, pursuant to the Bond Resolution and t 1e Continuing Disclosure Commitment, to provide annual reports and notices of certain e"en s. A description of this undertaking is set forth in the Preliminary Official Statement and wll also be set forth in the final Official Statement. ARTICLE III AGREEMENT TO PURCHASE SERIES 1997 BONDS SECTION 3.1. Delivery of Documents to Underwriters. Prior to or simultaneously with t le execution and delivery of this Bond Purchase Agreement, the Underwriters shall have delivere.j t Ie Underwriters' Truth-in-Bonding and Disclosure Statement required by law, as set forth in Exhibit E. As soon as practicable after the date hereof, and in any event, within seven days of the date hE rei If, as required by paragraph (b )(3) of Rule l5( c )2-12 of the Securities and Exchange Commi ,si m ("SEC") or the rules of the Municipal Securities Rulemaking Board ("MSRB"), the City shall ddh er or cause to be delivered to the Managing Underwriter copies of the Official Statement, dated th~ d. te hereof, relating to the Series 1997 Bonds, in sufficient quantities to allow the UnderwritErS to comply with paragraph (b)(4) of Rule 15(c)2-12 of the SEC and the rules of the MSR3, in substantially the form of the Preliminary Official Statement with only such changes therein as sh ill have been approved by the City and the Managing Underwriter. References to the Official Stateml nt shall include the cover page and all exhibits, appendices, reports and statements included w th or attached to it and any amendments and supplements that may be authorized by the City and to whi ~h the Managing Underwriter does not reasonably object, and any amendments and supplements whi ~h may be reasonably required by the Managing Underwriter for use with respect to the Series 19 n FTL:253427:3 7 Bonds. The Official Statement shall be executed on behalf of the City by duly authorized oficl:rs thereof. The City approves the Preliminary Official Statement, and consents to the use oft Ie Preliminary Official Statement and the Official Statement and the information contained there in )y the Underwriters. The City deems final the Preliminary Official Statement, as of its date, j Dr purposes of Rule l5(c)(2)-12, with certain omissions therein in connection with the pricing oftle Series 1997 Bonds. SECTION 3.2. Agreement to Sell and Purchase Series 1997 Bonds. The Series 1997 E on is shall have the terms specified in the Official Statement, including maturities, amounts, interest'atl :s, prices or yields and redemption provisions, and such terms as are required to be set forth herein ,y the Bond Resolution, all as described on Exhibit A annexed hereto. Upon the basis of tIe representations and upon the terms and conditions set forth in this Bond Purchase Agreement, t Ie Underwriters agree to purchase, and the City agrees to issue, sell and deliver to the Underwrite's, all (but not less than all) of Series 1997 Bonds for the aggregate purchase price of $19,889,6~ 1. ;7 (representing the $21,000,000.00 original principal amount of the Series 1997 Bonds, It ss $957,985.70 of net original issue discount and less $152,382.63 of Underwriter's discount) phs accrued interest through the day immediately preceding the Closing Date on the Series 19 n Bonds (the "Purchase Price"). Payment of the Purchase Price shall be made by the Underwritcrs to the order of the City at the Closing Time in Federal or other immediately available funds. One fu ly registered Series 1997 Bond for each maturity, duly executed and authenticated, shall be deliver :d to or upon the order of the Underwriters, together with the other documents hereinafter mentiom d, and subject to the terms and conditions hereof, the Underwriters will accept such delivery and p lY the Purchase Price. The Series 1997 Bonds shall be registered in the name of Cede & Co., or in su :h other names and in such authorized denominations as the Underwriters shall reasonably specify in writing at least three (3) business days prior to the Closing Date. The Series 1997 Bonds shdl ,e available for examination and packaging at the office of The Depository Trust Company, New Vor k, New York by the Underwriters at least one (1) business day prior to the Closing Date. SECTION 3.3. Public Offering of Series 1997 Bonds. The Underwriters agree to mah a bona fide public offering of the Series 1997 Bonds, solely pursuant to the Official Statement, ,t t 1e initial offering prices set forth in the Official Statement, reserving, however, the rights to (i) chan~e such initial offering prices as the Managing Underwriter shall deem necessary in connection wi th the marketing of the Series 1997 Bonds and (ii) offer and sell the Series 1997 Bonds to certa [n dealers (including dealers depositing the Series 1997 Bonds into investment trusts) at conces:iio IS to be determined by the Managing Underwriter. The Underwriters also reserve the right to over..an ::>t or effect transactions that stabilize or maintain the market prices of the Series 1997 Bonds at leV( Is above that which might otherwise prevail in the open market and to discontinue such stabilizing, if commenced, at any time. SECTION 3.4. Good Faith Check. The City hereby acknowledges receipt ofa corpl)n:te check payable to the City in an amount equal to $200,000 (the "Good Faith Check") as security f Jr the performance by the Underwriters of their obligation to accept and pay for the Series 1997 Bon is at the Closing in accordance with the provisions of this Bond Purchase Agreement. The City shi..ll retain the check, uncashed, except under the circumstances hereinafter set forth. In the event tie City fails to deliver the Series 1997 Bonds at the Closing, or if City shall be unable to satisfy' tae conditions to the obligations of the Underwriters contained in this Bond Purchase AgreementJr if FTL:253427:3 8 such obligations shall be terminated for any reason permitted by this Bond Purchase Agreemen!:, t 1e City shall be obligated to immediately return the uncashed Good Faith Check to the UnderwrteJ s. In the event the Underwriters accept and pay for the Series 1997 Bonds at Closing, the uncash:d Good Faith Check shall be returned to the Underwriters at Closing. In the event the UnderwritE rs fail (other than for a reason permitted under this Bond Purchase Agreement) to accept and pay f Jr the Series 1997 Bonds at Closing, the Good Faith Check may be cashed and the proceeds there Jf shall be retained by the City as and for full liquidated damages for such failure, and not as a per.al1 y, and for any and all defaults hereunder on the part of the Underwriters, and thereupon, all claim~: aT ld rights hereunder against the Underwriters shall be fully released and discharged, it being undentolld by the City and the Underwriters that actual damages in such circumstances may be difficlJt Jr impossible to compute. ARTICLE IV CLOSING CONDITIONS SECTION 4.1. Performance of Obligations. The obligations and agreements o:~ t Le Underwriters under this Bond Purchase Agreement are expressly made subject to the die performance by the City at or prior to the Closing Time of its respective obligations aT ld undertakings pursuant to this Bond Purchase Agreement. SECTION 4.2. Delivery of Closing Papers. The obligations and agreements o:~ 1 Le Underwriters under this Bond Purchase Agreement are expressly made subject to the condition th:..1, at or prior to the Closing Time, there shall have been delivered to the Underwriters each of 1 Le following which the City agrees to do: (a) Basic Documents: Miscellaneous Documents: (i) One executed copy of each of the Basic Documents, in the respe~ti' 'e forms thereof delivered to the Underwriters pursuant to Section 3.1 of tlis Bond Purchase Agreement, which documents shall be in full force and effect, wi :h only such revisions therein or additions thereto as shall have been requind :0 incorporate terms specified in this Bond Purchase Agreement or as shal I . Ie satisfactory to the Managing Underwriter. (ii) Ten executed copies of the Official Statement and Appendic ~s included therein. (b) Closing Papers to be Furnished by the City: (i) One copy of the Bond Resolution certified by the appropriate Ci :y official to be true and correct copies thereof as adopted and approved. (ii) One fully executed Mayor's Certificate. (iii) One executed copy of a certificate of an Authorized Party on h.~h( If of the City, dated the Closing Date, (A) confirming that each of the representa:io 1S ofthe City contained in Section 2.1 of this Bond Purchase Agreement was trm: and FTL:253427:3 9 FTL:253427:3 accurate in all material respects on the date when made, has been true and acc.lfC te in all material respects at all times since, and continues to be true and accurate in: 11 material respects on the Closing Date as if such representations were made 0:1 t ie Closing Date, (B) stating that there has been no material adverse change ill tie business or financial condition of the City or the Parking System from that shovm III the Financial Statements, (C) stating that to its best knowledge no event affectins t le City has occurred since the date of the Preliminary Official Statement which sb ou ld be disclosed in the Official Statement for the purpose for which it is used or whi, :h it is necessary to disclose therein in order to make the statements and informati. In therein not misleading in any material respect as of the Closing Date; aJ ld (D) certifying that the Bond Resolution has not been supplemented, modi tie :i, amended or repealed. (iv) One executed original of a customary incumbency and no-litigatic ,n certificate, in form prepared by and reasonably acceptable to Bond Counsel, f Le City Attorney and Underwriters' Counsel, dated the Closing Date and signed by; In authorized member of the City's Governing Body. (v) One executed copy of the Arbitrage Certificate, in form satisfaeto'y to Bond Counsel, dated the Closing Date, signed by an Authorized Party on h:h, If of the City. (vi) One executed copy of the final approving opinion of Bond Counsd, in substantially the form contained in an Appendix to the Official Statement, and 0: Le executed copy of the supplemental legal opinion of Bond Counsel, datec t Le Closing Date, in the form as set forth in Exhibit B hereto. (vii) One executed copy of the opinion of the City Attorney in the form is set forth in Exhibit C hereto. (viii) One executed copy of the opinion of Underwriters' Counsel ill tile form as set forth in the attached Exhibit D. (ix) One executed copy of a customary authorization and incumb;:nl:Y certificate, and a standard closing certificate, both dated the Closing Date, signe d llY authorized officers of the Bond Registrar, together with a standard opinion of cOllm;l1 to the effect that the obligations undertaken by the Bond Registrar in connection wi :h the Series 1997 Bonds are legal, valid and binding obligations of such parties, alln form and substance satisfactory to the Underwriters. (x) A certified copy of the Insurance Policy accompanied by a certifica te of, or opinion of counsel to, the Insurer to the effect that the information relatillg :0 the Insurer appearing under the caption "MUNICIPAL BOND INSURANCE" i 1 t Le Official Statement does not contain any untrue statement of a material fact or on it to state a material fact required in order to make the statements therein, in light eft Le circumstances under which they were made, not misleading. 10 (xi) One executed copy of a certificate from the Insurer to the effec tl at it is not currently in default, nor has it been in default at any time with respect tJ t 1e payment of the principal of, or interest on, any obligation guaranteed by the Inml;lr and the opinion of counsel to the Insurer to the effect that (A) the Insurer is du ly incorporated and validly existing under the laws of the State of New York ald is licensed and authorized to issue the Insurance Policy under the laws of the State )f New York and the State of Florida; and (B) the Insurance Policy have been du ly executed and are valid and binding obligations of the Insurer enforceabe [n accordance with their terms. (xii) Letters of confirmation with respect to the ratings of the Series 191 '7 Bonds from Moody's Investors Service, Inc. and Standard & Poor's Ratings Ser,ic ~s of "Aaa" and "AAA", respectively. (xiii) One executed copy of a letter from the Certified Public Accoulta I1t consenting to the references to it in the Official Statement and inclusion 0 t. t 1e Financial Statements and its report thereon as Appendix B to the Official Statenel It. (xiv) One executed copy of a certificate of the City's Director o~ tle Parking System to the effect that the information contained in the Official Stateme It under the captions "THE PROJECT" and "THE PARKING SYSTEM" is accm te and does not omit to state a material fact necessary in order to make the statemer ts made therein, in light of the circumstances under which they were made. n Jt misleading. (xvi) One executed copy of the Letter of Representation to The Deposito y Trust Company relating to the Series 1997 Bonds. (d) Other Assurances: Such additional opinions, certificates, proceedm~ s, instruments and other documents as the Underwriters, Underwriters' Counselor Bond Counsel ill: lY reasonably request to verify or evidence (i) compliance by the Parties with applicableeg 11 requirements, (ii) the truth and accuracy of the representations or opinions of the Parties cont,in:d in this Bond Purchase Agreement or in any Closing Paper, or (iii) the due performance cf j 11 agreements and the satisfaction of all conditions required to be performed or satisfied at or prior :0 the Closing Time. SECTION 4.3. Form of Closing Papers: Waiver of Conditions. The Closing Papers:o le delivered to the Underwriters pursuant to this Bond Purchase Agreement shall be deemed to ')e .n compliance with the conditions of this Bond Purchase Agreement if, but only if, in the reasona1: le judgment of the Underwriters, they are satisfactory in form and substance. The legal opiniom: mld certificates described in Section 4.2 shall be addressed to the Underwriters or a reliance letter wi:h respect thereto shall be addressed to the Underwriters. No condition hereof shall be deemed to ha 'e been waived by the Underwriters unless expressed specifically in a writing signed by t Le Underwriters. FTL:253427:3 11 ARTICLE V TERMINATION: PAYMENT OF EXPENSES SECTION 5.1. Termination. This Bond Purchase Agreement may be terminated by t 1e Underwriters without liability on the part of the Underwriters, if, at or prior to the Closing Timl : (a) The Bond Resolution, the Mayor's Certificate or this Bond Punha:;e Agreement shall not be in full force and effect or shall have been supplemented, modi fiE d, amended or repealed, without the prior written consent of the Underwriters; (b) Any representation of the City contained in this Bond Purchase Agree ne I1t or in any Closing Paper shall prove to be or to have been false in any material respect; (c) There shall be a material failure of anyone or more of the conditions set fm th in Sections 4.1, 4.2 or 4.3 of this Bond Purchase Agreement; (d) Litigation or an administrative proceeding or investigation shall be per diJ Lg or threatened (i) contesting or seeking to restrain or enjoin the powers or the valid exis1en:e of the City or the titles of its officers to their respective offices or (ii) contesting the validi ty or the enforceability ofthe Series 1997 Bonds, the Bond Resolution, the Mayor's Certifica e, or the Basic Documents or contesting the power of the City to execute and deliver su :h documents or to consummate the transactions contemplated therein or in t ie Official Statement or apply the proceeds of the Series 1997 Bonds as contemplated the rei 11, or (iii) contesting in any way the completeness or accuracy of the Official Statement, Jr (iv) with regard to which an unfavorable decision, ruling or finding would, in the reasonat Ie judgment of the Underwriters, materially and adversely affect the validity or enforceabili :y of the Series 1997 Bonds, the Bond Resolution, the Mayor's Certificate or t le Basic Documents; (e) Any legislative, executive or regulatory action or any court decision ,hi 11 occur which, in the reasonable judgment of the Underwriters, casts sufficient doubt 01 t le legality of, or the excludability from gross income for Federal income tax purposes )f interest on, obligations of the general kind and character as the Series 1997 Bonds so as :0 impair materially the marketability, or to reduce materially the market price of, SUi:h obligations or otherwise materially impairs the marketability, or materially reduce:; t Le market price of, such obligations; (f) Any action by or on behalf of the Securities and Exchange Commission 0] a court shall occur which would require registration of any Series 1997 Bonds under the Securities Act of 1933, as amended, or the qualification of the Bond Resolution under the Trust Indenture Act of 1939, as amended; (g) Any material restriction not presently in force on trading in securiti ~s generally or any banking moratorium shall be imposed, which, in the reasonable judgme It of the Managing Underwriter, substantially impairs the marketability of the Series 19t 17 Bonds; FTL:253427:3 12 (h) The outbreak or escalation of war or major hostilities involving 1 he United States, or any national or international calamity or crisis, financial or otherwi;e, including a general suspension of trading on any national securities exchange, shall ccc lr, provided that the occurrence of such event, in the judgment of the Managing Under" Tit ~r, materially and adversely affects the public offering or the delivery of the Series 1997 B m Is; (i) There shall occur any adverse change in the operations or financial conditi m of the City from that described in the Official Statement, which adverse change, in 1Ie reasonable judgment of the Underwriters, is material and makes it inadvisable to pwce ~d with the sale of the Series 1997 Bonds; G) Any event or condition shall exist or occur which, in the reasonable judglm nt of the Underwriters, renders untrue or incorrect, in any material respect, as of the time to which the same purports to relate, the information contained in the Official StatemE nt or which requires that information not reflected therein be included therein in order to mille 1Ie statements and information contained therein not misleading in any material respect as of such time; or (k) Any national securities exchange, or any governmental authority shall impo :e, as to the Series 1997 Bonds, any material restrictions not now in force, with respect to tIe extension of credit by, or the charge to the net capital requirements of, the Underwrikrs SECTION 5.2. Payment of Expenses. The following costs and expenses relating t:> tIe transactions contemplated or described in this Bond Purchase Agreement shall be borne and pa id )y the City regardless of whether the transactions herein contemplated shall close: printing:>f Series 1997 Bonds; printing or photostating of Closing Papers (including the Preliminary Offic al Statement and the Official Statement) in such reasonable quantities as the Underwriters may rec ue ;t; fees and disbursements of Bond Counsel; fees and disbursements of the City's Financial Ad"isur, the Certified Public Accountant, the Bond Registrar, and the premium for the Insurance Policy: fE ~s and disbursements of the Insurer; and fees of the rating agencies. The City shall reimburse t le Underwriters for the fees and disbursements of Underwriter's counsel. The Underwriters shall PlY (i) all advertising expenses in connection with the public offering of the Series 1997 Bonds; a 1d (ii) all other expenses incurred by them in connection with their public offering and distributi,m :>f the Series 1997 Bonds. Except as otherwise provided above, the City and the Underwriters shall each b( ar the costs and expenses incident to the performance of their respective obligations undel t1 is Bond Purchase Agreement. ARTICLE VI MISCELLANEOUS SECTION 6.1. Parties In Interest: Survival of Representations. This Bond Pun:ha ~e Agreement is made solely for the benefit of the City and the Underwriters, and no other persc n, partnership, association or corporation, including but not limited to owners of the Series 1997 Bon is or beneficial interests therein, shall acquire or have any rights hereunder or by virtue hereof i Jl representations and agreements in this Bond Purchase Agreement shall remain operative and in fiilll FTL:253427:3 13 force and effect regardless of any investigation made by or on behalf of any Party and shall survi ve the delivery of and payment for the Series 1997 Bonds. SECTION 6.2. Notices. All notices, demands, certificates or other communicatic I1S (other than the Closing Papers) under this Bond Purchase Agreement shall be sufficiently give] 1 a ld shall be deemed given when hand delivered or when mailed by certified or registered mail, po,ta ~e prepaid, return receipt requested, or by prepaid telegram, or by electronic communications with tIe original forwarded by certified or registered mail, postage prepaid, with proper address as indk.at ~d below: To the City: City of Miami Beach 1700 Convention Center Drive Miami Beach, Florida 33139 Attention: Finance Director cc: City Attorney To the Underwriters: Morgan Stanley Dean Witter 200 South Orange Avenue - Suite 1440 Orlando, Florida 32801 Attention: Coleman W. Cordell SECTION 6.3. Amendment. No modification, alteration or amendment to tl is Bond Purchase Agreement shall be binding upon any Party until such modification, alteration Jr amendment is reduced to writing and executed by all Parties. SECTION 6.4. Governing Law. The laws of the State of Florida without referen;e to principles of conflict of laws, shall govern this Bond Purchase Agreement. SECTION 6.5. Captions. The captions or headings in this Bond Purchase Agreemert (ire for convenience only and in no way define, limit or describe the scope or intent of any of t 1e provisions of this Bond Purchase Agreement. SECTION 6.6. Counterparts. This Bond Purchase Agreement may be signed in any nunt;lr of counterparts with the same effect as if the signatures thereto and hereto were upon the :;ar ie instrument SECTION 6.7. Severability. If any provisions of this Bond Purchase Agreement shcU le held or deemed to be or shall, in fact, be inoperative or unenforceable as applied in any partkul Ir case in any jurisdiction or jurisdictions or in all jurisdictions, or in all cases because it conflicts wi :h any other provision or provisions hereof or any constitution or statute or rule of public policy, c r f Jr any other reason, such circumstance shall not have the effect of rendering the provision in que;;tit ill inoperative or unenforceable in any other case or circumstance, or of rendering any other prov .si. ill or provisions herein contained invalid, inoperative, or unenforceable to any extent whatever. T Le invalidity of anyone or more phrases, sentences, clauses or sections in this Bond Purcha;e Agreement contained, shall not affect the remaining portions of this Bond Purchase Agreement, Jr any part thereof. FTL:253427:3 14 SECTION 6.8. Rights of Managing Underwriter. The Managing Underwriter, on behllf of the Underwriters, being duly authorized so to do, shall have the power to enter into t] lis Bond Purchase Agreement, to consent to any amendments hereto, to agree to the interpretati)n of the provisions hereof and to waive any preconditions to Closing hereunder. SECTION 6.9. Effective Time of this Bond Purchase Agreement. This Bond Purchcse Agreement shall be effective and binding upon its execution and delivery. IN WITNESS WHEREOF, the parties hereto have executed this Bond Purchase Agreem~ nt as of the day and year set forth above. The City: CITY OF MIAMI BE e mour Gelber, Mayor The Underwriters: APPROVED AS TO FORM & LANGUAGE & FOR EXECUTION MORGAN STANLEY DEAN WITTER, through MORGAN STANLEY & CO. INCORPORATED I III behalf of itself and the Underwriters. ~ S/lf/r ( Date ' By: Coleman Cordell, Vice-President FTL:253427:3 15 ~~\N.o ~t.: - - ;Lu f~-e~ ~ ~ ~~ \S \,v...lM. d. COM 1-aM.... ~ \44 "^"' CovJ...tJJ.~ $1 p..~~. SENT BY: 8-14-97 2:33PM 95476449996'" 407 422 .507:# 2 SECTION 6.8. Riihts of Manaiilli Undermiter. The Managing Undervmter, on behlilf of the Underwriters, being duly authorized so to do, shall have the power to enter intc (Lis Bond Purchase Agreement, to consent to any amendments hereto, to agree to the interpretation of the provisions hereof and to waive any preconditions to Closing hereunder. SECTION 6.9. f.ffective Time ofthi!l Bond Purchase Agreement. This Bond Purl:hLlSe Agreement shall be effective and binding upon its execution and delivery. IN WITNESS WHEREOF, the parties hereto have executed this Bond Purchase Agree~m:nt as of the day and year set forth above. The Ci'Y: CITY OF MIAMI BEACH, FLORIDA By: Seymour Gelber, Mayor Attest: Robert Parcher City Clerk ;he Underwriters: MORGAN STANLEY DEAN WITTER, thrOlilgJ By: Coleman Cordell, Vice-Pr rrL 1253&27.3 15 EXHIBIT A MATURITIES, AMOUNTS, INTEREST RATES, PRICES AND YIELDS Maturity Interest (Seotember I) Amount Rate Yield Price 1999 $50,000 4.00% 4.05% 99.904 2000 50,000 4.20 4,20 100,000 2001 50,000 4.50 4.30 100.728 2002 60,000 4.40 4.45 99.777 2003 55,000 4,50 4.55 99.739 2004 60,000 4.60 4.60 100.000 2005 55,000 4.70 4.70 100.000 2006 70,000 4.70 4.75 99.636 2007 70,000 4.75 4.85 99.214 2008 65,000 4.80 4.95 98.738 2009 75,000 4.90 5.05 98.661 2010 1,145,000 5.00 5,15 98.590 $ 6,650,000 5.00% Term Bonds Due September 1,2015 - Priced to Yield 5.40% $12,545,000 5.125% Term Bonds Due September 1,2022 - Priced to Yield 5.50% REDEMPTION PROVISIONS Optional Redemption The Series 1997 Bonds maturing prior to September 1, 2008 are not redeemable prior to the ir stated dates of maturity. The Series 1997 Bonds maturing on September 1, 2008 and thereafter m lY be redeemed prior to their stated dates of maturity, at the option of the City, from any money~ tr.lt may be available for such purpose, in whole on any date on or after September 1, 2007, or in p, rt in any order of maturity selected by the City and by lot or by such other method as the BOlld Registrar shall deem appropriate within a maturity if less than a full maturity is to be redeemE d C In September 1,2007, and on each interest payment date thereafter, at the following redemption pric ~s (expressed as a percentage of principal amount), plus accrued interest to the redemption date: Redemption Periods (Dates Inclusive) Redemption Price September 1, 2007 through August 31, 2008 101% September 1, 2008 and thereafter 100% FTL:253427:3 A-I Mandatory Sinking Fund Redemption The Series 1997 Bonds maturing on September 1,2015 are subject to mandatory sinki 19 fund redemption prior to maturity, in part by lot on September 1,2011 and on each Septem:Jel I thereafter to and including September 1,2015, at a redemption price equal to 100% of the princiI al amount thereof and accrued interest thereon to the date fixed for redemption, without premium, frc ill Amortization Requirements as follows: Maturity (September 1.) Principal Amount 2011 2012 2013 2014 2015* $1,205,000 1,265,000 1,325,000 1,395,000 1,460,000 * Final Maturity The Series 1997 Bonds maturing on September 1, 2022 are subject to mandatory sirki: Lg fund redemption prior to maturity, in part by lot on September 1,2016 and on each Septembel 1 thereafter to and including September 1, 2022, at a redemption price equal to 100% of the prin::if al amount thereof and accrued interest thereon to the date fixed for redemption, without premium, fre m Amortization Requirements as follows: Maturity (September 1.) Principal Amount 2016 2017 2018 2019 2020 2021 2022* $1,535,000 1,615,000 1,695,000 1,785,000 1,875,000 1,970,000 2,070,000 * Final Maturity FTL:253427:3 A-2 EXHIBIT B August 28, 1997 Morgan Stanley Dean Witter As Representative of the Underwriters New York, New York Re: $21,000,000 City of Miami Beach, Florida Parking Revenue Bonds, Series 1997 Ladies and Gentlemen: We have acted as Bond Counsel in connection with the issuance of the above-caption( d bonds (the "Series 1997 Bonds") and related transactions. This opinion is furnished pursuant to t] Ie Bond Purchase Agreement dated August 15, 1997 (the "Purchase Agreement") among the Ci:y. If Miami Beach, Florida (the "City") and Morgan Stanley Dean Witter through Morgan Stanley & C). Incorporated, AIBC Municipal Securities, Bear, Stearns & Co. Inc. and Raymond JamfS It Associates, Inc. (collectively, the "Underwriters"). All capitalized terms not otherwise de1inl d herein shall have the meanings ascribed thereto in the Purchase Agreement. We have examined such documents and instruments as deemed necessary to rende:' t] Ie requested opinion. It is our opinion that: 1. The Basic Documents and the Official Statement have been duly authorized, executl d and delivered on behalf of the City. The Basic Documents constitute legal, valid and enforCE abe agreements of the City in accordance with their terms, except as the enforcement thereof may lie limited by bankruptcy, insolvency, moratorium or other laws affecting creditors' right generall) ill d by the availability of equitable remedies. 2. The City has duly approved the distribution by the Underwriters of t] le Preliminary Official Statement. The City has duly executed and delivered the Official Stateme It in accordance with the terms of the Purchase Agreement, and the City has authorized the distribllti< n of the Official Statement and the use thereof by the Underwriters in connection with t] le public offering ofthe Series 1997 Bonds in accordance with the terms of the Purchase Agreemer t. 3. The Series 1997 Bonds and the Bond Resolution conform in form and tenor wit: 1 t]: le terms and provisions thereof set out in the Official Statement. 4. The information (other than any financial and statistical data contained if the Official Statement as to which no opinion is expressed) set forth in the Official Statement under tIle headings "INTRODUCTION", "PURPOSE OF THE SERIES 1997 BONDS", "THE SERIES 19( '7 BONDS" (other than the information under the subheading "Book-Entry Only System", as to which FTL:253427:3 B-1 Morgan Stanley Dean Witter August 28, 1997 Page 2 no opinion is expressed), "SECURITY FOR THE SERIES 1997 BONDS", "TAX EXEMPTION ", "ORIGINAL ISSUE DISCOUNT" and "CONTINUING DISCLOSURE" and "APPENDIX C -- THE BOND RESOLUTION" and "APPENDIX D - CONTINUING DISCLOSlJR E COMMITMENT," insofar as such statements constitute summaries of the Bond Resolution, t] le Series 1997 Bonds, the Continuing Disclosure Commitment and the Constitution and laws 0 f t] le State of Florida or the United States of America, constitute fair summaries of such document~ at d said Constitution and laws. 5. The Series 1997 Bonds are not subject to the registration requirements of t] le Securities Act of 1933, as amended, and the Bond Resolution is exempt from qualification under t] le Trust Indenture Act of 1939, as amended. This opinion is supplemental to our approving opinion dated as of even date herewith wi h respect to the Series 1997 Bonds. You are authorized to rely upon such approving opinion as if SUi h opinion were addressed to you. Respectfully submitted, SQUIRE, SANDERS & DEMPSEY L.l.P FTL:253427:3 B-2 EXHIBIT C August 28, 1997 Morgan Stanley Dean Witter As Representative ofthe Underwriters New York, New York Financial Security Assurance Inc. New York, New York Re: $21,000,000 City of Miami Beach, Florida Parking Revenue Bonds, Series 1997 Ladies and Gentlemen: I am the City Attorney for the City of Miami Beach, Florida and have served in such caplci :y in connection with the issuance of the above-captioned bonds (the "Bonds") and related transactior s. This opinion is furnished pursuant to the Bond Purchase Agreement dated August 15, 1997 (f Le "Purchase Agreement") among City of Miami Beach, Florida (the "City"), Morgan Stanley De; In Witter through Morgan Stanley & Co. Incorporated, AIBC Municipal Securities, Bear, StearIS SZ Co. Inc. and Raymond James & Associates, Inc. (collectively, the "Underwriters"). All capita.iz,:d terms not otherwise defined herein shall have the meanings ascribed thereto in t Le Purchase Agreement. I have reviewed such documents and instruments as I deemed necessary to rende ~ t Le requested opinion. Based upon examination of such documents and matters of law as I h.a 'e determined relevant for the purposes of rendering this opinion, and subject to the reservation s ~. et forth herein, I am of the opinion that: 1. The City is a political subdivision of the State of Florida, duly organized and va lid ly existing under the constitution and laws of the State of Florida. 2. The City is authorized by the laws of the State of Florida to execute and deliver t Le Bonds, the Basic Documents and the Official Statement and to perform its obligations thereund ~r or as described therein. 3. The Bond Resolution has been duly adopted and the execution and delivery by' t.le City of the Bonds, the Basic Documents and the Official Statement, and the performance of ts obligations thereunder or as described therein, for and in the name of the City, have been du ly authorized by the City. FTL:253427:3 C-l Morgan Stanley Dean Witter Financial Security Assurance Inc. August 28, 1997 Page 2 4. The City has duly authorized the distribution of the Preliminary Official Stateme It by the Underwriters, has duly approved and executed the Official Statement and has duly autho'izl:d the distribution thereof by the Underwriters in connection with the public offering of the Bonds 5. The Bonds and the Basic Documents have been duly authorized, executed aJ:d delivered by the City and constitute valid and legally binding obligations of the City enforcf:al: le against the City in accordance with their respective terms. 6. To the best of my knowledge, no authorization, approval, consent, license or oth ~r action of any court or public or governmental or regulatory authority having jurisdiction over t] Le City that has not been obtained is or will be required for the issuance and sale of the Bonds or t Le valid and lawful authorization, execution and delivery of, or consummation by the City of the oth ~r transactions contemplated by, the Basic Documents and the Official Statement; however, no opinilln is given regarding compliance with the registration requirements of state and federal securities] aVl s. 7. The adoption by the City of the Bond Resolution and the execution and deli vel y llY the City of the Bonds, the Basic Documents and the Official Statement and compliance on the ( it) , s part with the provisions contained or described therein, will not conflict with, violate or cons1 itt te a breach of or a default under (a) any existing law, court or administrative regulation, ord~r Jr decree, or (b) any commitment, mortgage, lease, indenture, agreement, contract or instrument :0 which the City is a party or by which it or any of its properties is bound. 8. There is no action, suit, proceeding, inquiry or investigation, at law or in equi1 y, before or by any court, governmental agency, public board or body pending and with regard to VI 'hi ;h the City has received service of process or, to my actual knowledge, threatened against the Ci ty contesting or seeking to restrain or enjoin any of the following: (i) the powers or the valid exis1en;e of the City or the titles of its officers to their respective offices, or (ii) any of the proceeding~: h Ld or actions taken leading up to the sale, issuance and delivery of the Series 1997 Bonds or t 1e execution, delivery or performance of the Purchase Agreement; or (iii) the delivery, validity Jr enforceability of the Bonds or the Basic Documents or the power ofthe City to execute and deli" er such documents (to the extent applicable) or to consummate the transactions contemplated th~r(; in or in the Official Statement, or (iv) the completeness or accuracy of the Official Statement. ThEre is no action, suit, proceeding or investigation, at law or in equity, before or by any cou 1, governmental agency, public board or body pending and with regard to which the City has recciv:d service of process, or, to my actual knowledge, threatened against the City with regard to which m unfavorable decision, ruling or finding (i) would materially and adversely affect the validity :Jr enforceability of the Bonds, the Bond Resolution or the Basic Documents or (ii) would haVE a material adverse effect upon the financial condition or the operations of the Parking System (,r t Ie City. FTL:253427:3 C-2 Morgan Stanley Dean Witter Financial Security Assurance Inc. August 28, 1997 Page 3 9. Without having undertaken to determine independently the accuracy or completem ss of the information in the Official Statement, the statements and information relating to the City, t 1e Basic Documents and the Bonds, including the application of the proceeds thereof, set forth iI t 1e Official Statement (except for the financial statements and other financial and statistical d, ta included therein, the information contained under "THE SERIES 1997 BONDS -- Book-Entry Dr ly System," the information contained in the sections entitled "MUNICIPAL BOND INSURAl\CJ ~" and "UNDERWRITING" or the price of and yield on the Series 1997 Bonds appearing on the co\ er page, as to which no opinion is expressed) did not on the date of the Official Statement, and d,) ll:>t on the date hereof, contain any untrue statement of material fact or omit to state any materia f, ct necessary to make the statements therein, in light of the circumstances under which they were ma( e, not misleading. All opinions as to the enforceability of the legal obligations of the City set forth hereil a re subject to and limited by bankruptcy, insolvency, reorganization, moratorium, and similar laws [n each case relating to or affecting the enforcement of creditors' rights generally, and subject tl) t le enforceability thereof, to the exercise of judicial discretion in accordance with the general principl ~s of equity. Very truly yours, Murray H. Dubbin, Esquire Miami Beach City Attorney FTL:253427:3 C-3 EXHIBIT D August 28, 1997 Morgan Stanley Dean Witter As Representative of the Underwriters New York, New York Re: $21,000,000 City of Miami Beach, Florida Parking Revenue Bonds, Series 1597 Ladies and Gentlemen: We have acted as co-counsel to the Underwriters in connection with the purchase' lY Morgan Stanley Dean Witter through Morgan Stanley & Co. Incorporated, AIBC Muni::iJ al Securities, Bear, Stearns & Co. Inc. and Raymond James & Associates, Inc. (the "Underwrit;ln ") of the above-captioned bonds (the "Series 1997 Bonds") pursuant to the Bond Purchase Agreene I1t dated August 15, 1997 (the "Purchase Agreement") between the Underwriters and the Ci:y Jf Miami Beach, Florida. In that capacity, we hereby deliver the following opinions. Capitalized ten IS not defined herein shall have the meanings ascribed to them in the Purchase Agreement. We are of the opinion that the Series 1997 Bonds constitute exempt securities within t 1e meaning of Section 3(a)(2) of the Securities Act of 1933, as amended (the "1933 Act"), and it is n Jt necessary in connection with the sale of the Series 1997 Bonds to the public to registe' t le Series 1997 Bonds under the 1933 Act, or to qualify the Bond Resolution under the Trust Indel 1tu ~e Act ofl939, as amended. In our capacity as co-counsel to the Underwriters, we participated in the preparation oft Le Official Statement dated August 15, 1997 (the "Official Statement") relating to the Series 19C 17 Bonds. Although we do not express an opinion, and do not assume responsibility for, the accu'acv, completeness or fairness of the statements contained in the Official Statement, based upon t: Le information made available to us as co-counsel for the Underwriters in the course of our particip:ltic In in the preparation of the Official Statement, and without having undertaken to determi: Le independently the accuracy, completeness or fairness of the statements contained in t: Le Official Statement, nothing has come to our attention that would cause us to believe that t: Le Official Statement (except for the information under the caption "THE SERIES 1997 BONDS -- Book-Entry Only System" and the statistical and financial data included in the Official Statenelt, as to which no opinion is expressed), as of its date, or as of the date hereof, contained or contai 1S any untrue statement of material fact or omitted or omits to state a material fact required to be sltatli:d therein or necessary to make the statements made therein, in light of the circumstances under \\ hi I, :h they were made, not misleading. FTL:253427:3 D-l Morgan Stanley Dean Witter August 28, 1997 Page 2 This opinion may be relied upon solely by you. Respectfully submitted, RUDEN, McCLOSKY, SMITH, SCHUSTER & RUSSELL, P.A. DENNIS SCHOLL, P.A. FTL:253427:3 D-2 EXHIBIT E UNDERWRITERS' TRUTH-IN-BONDING AND DISCLOSURE STATEMENT August 15, 1997 City of Miami Beach, Florida Miami Beach, Florida Re: $21,000,000 City of Miami Beach, Florida Parking Revenue Bonds, Series 1997 The City of Miami Beach, Florida (the "City") is proposing to issue its $21 ,OOC ,0110 Parking Revenue Bonds, Series 1997 (the "Series 1997 Bonds") for the purposes described ill tl Le Official Statement. The Series 1997 Bonds are expected to be repaid over a period of approximlte y twenty-five years. At a forecasted true interest rate of 5.748641 %, total interest paid over the Ii ce of the Series 1997 Bonds will be $20,685,811.56. The source of repayment for the Series 1997 Bonds is the Net Revenues from the City's operation of its Parking System. Authorizing the Series 1997 Bonds will result in a maximum )f approximately $2,180,681.26 of the City's Net Revenues not being available to finance the oth ~r services of the City each fiscal year for approximately twenty-five years. In addition, pursuant to the provisions of Sections 218.3 85(4), Florida Statutes, the follo'.;villg disclosure is made: (a) The nature and estimated amounts of expenses to be incurred by Morgan Stmlt:y Dean Witter, AIBC Municipal Securities, Bear, Stearns & Co. Inc. and Raymond James ~ Associates, Inc. (collectively, the "Underwriters") in connection with the purchase and re-of:fi:riJ 19 of the Series 1997 Bonds are set forth in Exhibit A attached hereto. (b) No person not regularly employed by, or not a partner or officer of, the UnderwrIte: s, has entered into an understanding with the Underwriters, or to the knowledge of the UnderwritE rs with the City, for any paid or promised compensation or valuable consideration, directly Jr indirectly, expressly or implied, to act solely as an intermediary between the City anc t Le Underwriters for the purpose of influencing any transaction in the purchase of the Series 19117 Bonds. (c) The underwriting spread (i.e., the difference between the price at whict tLe Series 1997 Bonds will be initially offered to the public by the Underwriters and the price to be pa ld to the City for the Series 1997 Bonds, exclusive of accrued interest in both cases) wi! le $152,382.63 or .726% of the principal amount of the Series 1997 Bonds. FTL:253427:3 E-l City of Miami Beach, Florida August 28, 1997 Page 2 (d) The underwriting spread set forth in paragraph (c) above, includes a management f:e of $10,500($0.5/$1,000 of Series 1997 Bonds) and a takedown/concession of $104,7(10 ($4.99/$1,000 of Series 1997 Bonds). (e) No other fee, bonus or other compensation is estimated to be paid by the U ndefWJ -ite rs in connection with the issuance of the Series 1997 Bonds to any person not regularly employed )r retained by the Underwriters (including any "finder" as defined in Section 218.386(1 )(, ), Florida Statutes), except as specifically enumerated as expenses to be incurred by the UnderwritErs as set forth in Exhibit A. (f) The name and address of each of the Underwriters is: Morgan Stanley Dean Witter 200 South Orange Avenue - Suite 1440 Orlando, Florida 32801 AIBC Municipal Securities 999 Ponce De Leon Boulevard - Suite 30 Coral Gables, Florida 33134 Bear, Stearns & Co. Inc. 245 Park Avenue New York, New York 10167 Raymond James & Associates, Inc. 220 Congress Park Drive - Suite 240 Delray Beach, Florida 33445 We understand that you do not require any further disclosure from the Underwriters pur:;UCl1t to Section 218.385(4), Florida Statutes. Very truly yours, MORGAN STANLEY DEAN WITTER through MORGAN STANLEY & CO. INCORPORATED,ls Representative of the Underwriters By: Coleman W. Cordell, Vice President FTL:253427:3 E-2 SENT BY: 8-14-97 2:33PM S 54 'f tJ44 l:HI l:I 0'" 4 UI ..,,~ .., \I , '" >J City of Miami Beach. Florida August 28, 1997 Page 2 (d) The underwriting spread set forth in paragraph (c) above, includes a management ::tee of $10,500($0.5/51.000 of Series 1997 Bonds) and a takedownlconcession of 5104,790 ($4.99/$1,000 of Series 1997 Bonds). (e) No other fee, bonus or other compensation is estimated to be paid by the Underwrit:~S in connection with the issuance of the Series 1997 Bonds to any person not regularly employed or retained by the Underwriters (including any "finder" as defined in Section 218.386(1)l a), Florida Statutes). except as specifically enumerated as expenses to be incurred by the Under"o'nt:rs as set forth in Exhibit A. (f) The name and address of each of the Underwriters is: Morgan Stanley Dean Witter 200 South Orange Avenue. Suite 1440 Orlando, Florida 32801 AlBe Municipal Securities 999 Ponce De Leon Boulevard - Suite 30 Coral Gables, Florida 33134 Bear, Stearns & Co. Inc. 245 Park Avenue New York, New York 10167 Raymond James & Associates, Inc. 220 Conaress Park Drive - Suite 240 Delray Beach, Florida 33445 We understand that you do not require any further disclosure from the Underwriters plllS'.W1t to Section 218.385(4), Florida Statutes. Very truly yours, By: LV{ M't.135U27,3 E-2 Schedule A $21,000,000 City of Miami Beach, Florida Parking Revenue Bonds, Series 1997 Underwriters' Expenses Average Takedown Management Fee Underwriters Counsel Day Loan DTC Dalnet PSA CUSIP Travel & Expenses $ Amount 104,790.00 10,500.00 29,000.00 583.33 339.30 1,380.00 630.00 160.00 5,000.00 $/1.000 Per Bond(1) 4.99000 0.50000 1.38095 0.02778 0.01616 0.06571 0.03000 0.00762 0.23810 Total Estimated Expenses $152,382.63 7.25632 (1) Totals may not add due to rounding. FTL:253427:3 Schedule A-I 812~197. , ~I~ !lli 4-a4~ cll::J~. 1S&,,-,~ ~ \tv L U CP..e. UWU2. rG- r 01 ~ ~ ~C-t.t k"'-\..~. 2. The City is a duly incorporated m ~..I" r ' the State of Florida, and the following pen c.\A~ ~ '>'J'iA4L qualified, elected or appointed members of ~ w.~ti1t,..~ the periods indicated below: 0 i2 _ . . J.:o~l, INCUMBENCY AND SIGNATURE CERT I, Robert Parcher, the undersigned Cit' Miami Beach, Florida (the "City"), DO HEREB: 1. I am the qualified, duly appointed and as such am familiar with the books, records of the City. BEGINNING DATE OF COMMISSIONER CURRENT TERM L.UL\...1\...........~ _ Seymour Gelber November 1995 November 1997 (Mayor) Martin Shapiro November 1995 November 1999 (Vice Mayor) Sy Eisenberg November 1993 November 1997 Susan F. Gottlieb November 1995 November 1999 Neisen O. Kasdin November 1993 November 1997 Nancy Liebman November 1993 November 1997 David T. Pearlson November 1995 November 1997 3. The persons named below are, on the date hereof, the du:_y qualified officers of the City and the signatures appearing at the right of their respective names are the genuine signatures of sa:_d officers: Title Name Mayor Seymour Gelber City Manager Jose Garcia-Pedrosa Finance Director Patricia D. Walker City Clerk Robert Parcher 4. All proceedings of the Mayor and City Commission and of the City relating to the authorization, issuance and sale (If $21,000,000 aggregate principal amount of the City of Miami Beach, Florida, Parking Revenue Bonds, Series 1997 (the "Series 19:17 Bonds"), including the adoption of Resolution No. 96-21898, adoptf!d on February 20, 1996, and Resolution No. 97-22482, adopted on ~!'u:.y 16, 1997, are, as of this date, in full force and effect as tcl.kF!n or adopted without any modification or change whatever. 5. Seymour Gelber, Mayor, has caused each of the Series 19~17 Bonds to be executed by his manual signature and said Seymour Gelber was on the date his manual signature was affixed on the Series 1997 Bonds and is now the duly elected and qualified MClyor of the City. 6. The official seal of the City has been impressed on eac:h of the Series 1997 Bonds; I have caused said seal to be attested to by my manual signature and I was on the date my manual signatm'e was affixed on the Series 1997 Bonds and am now the duly qualifiEd City Clerk of the City. 7. The seal which has been impressed on the Series 19~ 7 Bonds and upon this Certificate is the legally adopted, proper aId only seal of the City. IN WITNESS WHEREOF, I have hereunto set my hand and affixed hereto the corporate seal of the City this 28th day of August, 1997. CITY OF MIAMI BEACH, FLORIrA (SEAL) &J- ~t!A(k ROBERT P CHER City Clerk APPROVED AS TO FORM & LANGUAGE OR EXECUTION ~ ~~,,' -/-9- Date ,- 2 DOA: [04548.DOCS,MIA180273]CD-CERT-INCUMBENCY This bond is issued and the Resolution was adopted under and pursuant to the laws of the State of Florida. The Resoluti:::m provides for the creation of a special account designated "Parking Revenue Bonds Debt Service Account", which fund is pledged to and charged with the payment of the principal of, premium, if any, and the interest on all bonds issued and outstanding under the Resolution, and the City has covenanted in the Resolution to deposit to the credit of said special fund a sufficient amount of the Net Revenues (as defined in the Resolution) of the City's Parking System (as defined in the Resolution) to provide for the payment of the principal of, premium, if any, and interest on the bonds issued under the provisions of the Resolution as the same shall become due and to create a reserve for such purpose. 'The City has previously issued and there are now outstanding unde~ the Resolution bonds secured and payable from the Net Revenues )n a parity with the series of bonds of which this bond is one. 'Ihe Resolution permits the issuance of additional bonds and other tytes of indebtedness from time to time secured and payable from the l'iet Revenues. All acts, conditions and things required by the Constitution and laws of the State of Florida and the ordinances and resoluticns of the City to happen, exist and be performed precedent to and in the issuance of this bond have happened, exist and have be en performed as so required. This bond shall not be valid or become obligatory for eny purpose or be entitled to any benefit or security under the Resolution until this bond shall have been authenticated by the execution by the Bond Registrar of the certificate of authentication endorsed hereon. IN WITNESS WHEREOF, said Ci ty of Miami Beach, by resol u t5 on duly adopted by its Mayor and City Commission, has caused this be. nd to be signed by its Mayor and to be signed by its City Clerk end the official seal of the City to be imprinted hereon. [SEAL] City Cle 5 Bonds, does not contain an untrue statement of a material fact and does not omit a1Y material fact which should be included therein for the purpose for which the O~ficial Statement is to be used, or which is necessary to make the statements contained theren, in light of the circumstances under which they were made, not misleading. This Official Statement has been duly executed and delivered by the Mayor, thE C ty Manager and the City Clerk of City of Miami Beach, Florida. Attest: ~crPCiA.~ Isl Robert Parcher City Clerk LORIDA ,~"JL,__ I Jose Garcia-Pedrosa City Manager 27 NEW ISSUE - BOOK-ENTRY ONLY In the opinion of Bond Counsel, under existing law, (i) assuming continuing compliance by the City with certain covenants. intelosl on the Series 1997 Bonds IS excluded from gross income for federal income tax purposes; (iI) interest on the Series 1997 Bond~ is lot treated as an item of tax preference for purposes of the alternative minimum tax imposed on individuals and corporations, but r. Jay be subject to the corporate alternative minimum tax on a portion of such interest; and (iii) the Series 1997 Bonds and the income therf on are exempt from taxation under the laws of the State of Florida, except for estate taxes imposed by Chapter 198. Florida Statues, as amended, and net income and franchise taxes imposed by Chapter 220, Florida Statutes, as amended, on interest, income or prc{its In debt obligations owned by "corporations", "banks" and "savings associations", as defined therein. For a more complete discus;;ior of other tax consequences of ownership of the Series ,1997 Bonds, see the discussion under the heading 'Tax Exemption" herein. m $21,000,000 CITY OF MIAMI BEACH, FLORIDA PARKING REVENUE BONDS, SERIES 1997 Dated: August 1, 1997 Due: September 1, as shown ::Jel, >w The Series 1997 Bonds (the "Series 1997 Bonds") will be initially delivered in book-entry form, registered in the name of C,dE & Co" as nominee of The Depository Trust Company, New York, New York, which will act as securities depository for the Eon( s, Purchasers will not receive certificates representing their ownership interest in the Series 1997 Bonds purchased, Interest on the Seri lS 1997 Bonds will accrue from the dated date and is payable semiannually on March 1, 1998 and each September 1 and Mucl" 1 thereafter, See "The Series 1997 Bonds - Book-Entry Only System", The Series 1997 Bonds are being issued by the City for the purpose of providing funds to (i) improve and expand the City's Pi Irki Ig System, (ii) fund a deposit to the Reserve Account for the Series 1997 Bonds and (iii) pay costs of issuance of the Series 1997 B ::Jnc 3, including a premium for municipal bond insurance, The Series 1997 Bonds are subject to redemption by the City prior to maturity as set forth herein, The Series 1997 Bonds are payable from and secured by a first lien on and a pledge of the net revenues derived froln tl e operation of the Parking System of the City on a parity with the City's $10,795,000 Parking Revenue Refunding Bonds, Series 199f A and any additional Bonds hereafter issued. THE CITY IS NOT OBLIGATED TO PAY THE SERIES 1997 BONDS OR THE INTEREST THEREON EXCEPT FROM n'E PLEDGED REVENUES AND NEITHER THE FAITH AND CREDIT NOR ANY PHYSICAL PROPERTIES OF THE: CITY AFE PLEDGED TO THE PAYMENT OF THE PRINCIPAL OF, REDEMPTION PREMIUM, IF ANY, OR INTEREST ON THE SERIES 19! 7 BONDS. THE ISSUANCE OF THE SERIES 1997 BONDS DOES NOT DIRECTLY OR INDIRECTLY OR CONTINGENTL Y OBLIGATE THE CITY TO LEVY ANY FORM OF TAXATION WHATEVER THEREFOR OR TO MAKE ANY APPROPRIATION Fe R THEIR PAYMENT EXCEPT FROM THE PLEDGED REVENUES. NEITHER THE FULL FAITH AND CREDIT NOR THE TA'<IN3 POWER OF THE CITY, DADE COUNTY, FLORIDA, THE STATE OF FLORIDA OR ANY POLITICAL SUBDIVISION THEREOF S PLEDGED TO PAYMENT OF THE SERIES 1997 BONDS. The scheduled payment of principal of and interest on the Series 1997 Bonds when due will be guaranteed under an insul ane e policy to be issued concurrently with the delivery of the Series 1997 Bonds by FINANCIAL SECURITY ASSURANCE INC. F FSA. For a discussion of the terms and provisions of such policy, including the limitations thereof, see "Municipal Bond Insurance" hereir , MATURITY SCHEDULE $1,805,000 Serial Bonds Interest Maturity Rate Yield (September 1) Amount 4,00% 4.05% 2005 $ 55,000 4,20 4.20 2006 70,000 4.50 4,30 2007 70,000 4.40 4.45 2008 65,000 4.50 4,55 2009 75,000 4.60 4,60 2010 1,145,000 $6,650,000 5,00% Term Bonds Due September 1,2015 - Yield 5.40% $12,545,000 5.125% Term Bonds Due September 1 , 2022 - Yield 5.50% This cover page contains certain information for quick reference only. It is not a summary of the issue. Investors must read th 1 entire Official Statement to obtain information essential to making an informed investment decision, The Series 1997 Bonds are offered when, as and if issued and accepted by the Underwriters subject to the unqualifiec' appro \ '81 e f legality by Squire, Sanders & Dempsey L.L.P" Miami, Florida, Bond Counsel. Certain legal matters will be passed upon for the CiY b I Murray H, Dubbin, City Attorney, and for the Underwriters by Ruden, McClosky, Smith, Schuster & Russell, P.A., Miami, Florida an f Dennis Scholl, P,A., Miami, Florida. Rauscher Pierce Refsnes, Inc. has served as Financial Advisor to the City in connec,'ion Witll th 1 issuance of the Series 1997 Bonds. It is expected that the Series 1997 Bonds, in book-entry form, will be available for delIVery in 'Jell York, New York on or about August 28, 1997, Maturity (September 1) 1999 2000 2001 2002 2003 2004 Amount Interest Rate Yield $50,000 50,000 50,000 60,000 55,000 60,000 4,70% 4.70 4.75 4,80 4.90 5.00 4,70% 4.75 4,85 4,95 5.05 5.15 Morgan Stanley Dean Witter AIBC Municipal Securities Bear, Stearns & Co. Inc. A division of American Government Certificates & Funds Corporation Raymond Jelmes &1 Associates, Inc;. Dated: August 15. 1997 CITY HALL 1700 CONVENTION CENTER DRIVE MIAMI BEACH FLORIDA 33139 CITY OF MIAMI BEACH 1- ~======= I-=: t~ ~===== OFFICE OF THE CITY MANAGER TELEPHONE: (305) 173-7010 FAX: (305) 173-7782 COMMISSION MEMORANDUM NO. ~~lo-~-' TO: Mayor Seymour Gelber and Members of the City Commission July 16, 1 P9i FROM: Jose Garcia-pedrosafM,) City Manager ;)'1 r (/ SUBJECT: Resolution Authorizing the Issuance of not more than $21,000,000 in Park!n~ Revenue Bonds for Improvements to the Parking System Administration Recommendation The Administration recommends that the Mayor and City Commission adopt thi~ Resolution. Background A little over one year ago, on February 20, 1996, the City advanced refunded and defea~ ec all of the outstanding debt of the Parking System. This action put in place a new master bond indenture under which this new series of bonds will be issued. There i~ approximately $10.3 million in outstanding debt on the Parking System at this time. 1 he current annual debt service requirement for. this debt, is approximately $1,070,COC compared to the parking System's net income of $4.1 million for the year ended September 30, 1996. At the May 19, 1997, meeting of the Capital Improvements/Finance Committee three financing options were proposed for the six priority parking projects. Two additiona projects, the refurbishment of 11 municipal surface parking lots and the purchase O. electronic meter mechanisms, were included for consideration at the request of lhE Committee. However, changing circumstances and the need to finance those projects that are ready to commence the acquisition of land and/or construction, make it necessary to mCVE forward with six of the eight proposed projects at this time. Agenda Item ~~! A. Date {- UD-Cjl Analysis The Administration recommends that the following projects be bonded as soon as poss bilL (Project Descriptions are attached as Exhibit A). Proposed Projects for Tax Exempt Bond Issue 1. 2. 3. 4. 5. Collins Park - Library Garage (Project A) Land Acquisition for the Hotel Corridor Garage ( Project B) Renovation of the 42nd Street Garage (Project E) Enhancements/renovations to the 12th/13th St. Garages (Project F) Refurbishment of 11 Municipal surface parking lots (Project G) Purchase of electronic meter mechanisms (Project H) $ 6,000,000 4,000,000 3,700,000 884,000 6. 1,635,000 2.500.000 Total - Projects Bond Reserve and Issuance Costs 18,719,000 2.281.000 Total Issue $21,000.000 These projects were further discussed at the Capital Improvements/Finance CommittHe':; meeting on July 14, 1997. It is anticipated that the Collins Park Library Garage will adj 400 new parking spaces to the system and the renovation of the 42nd Street Garage Wi II return approximately 350 spaces to use. Additionally, the replacement of the mechanicCiI parking meters should substantially increase revenues. This proposed financing structure will allow for flexibility in the event that it is necessarv t) provide a parking garage for the Miami Beach Marina in the future. The estimated cmt (f this potential project is $7.2 million. Subsequent to the issuance of these Bond~, approximately $4million of bonding capacity will remain available in the Parking Sysb:HT . Additionally, a portion of the funding for the refurbishment of 11 Municipal surface parkinJ lots and the purchase of electronic meter mechanisms, totaling $4.135 million, coulc b'~ redirected to provide the balance of the necessary funds. Conclusion: Due to the need for additional parking within the City it is recommended that th~ Commission adopt the attached resolution and authorize the issuance of not to exceed $21,000,000 of tax-exempt bond financing for the Parking System. Attachments: JGP:P~ EXHIB T.\ THE PROJECTS A. Collins Park/Library Garage Land acquisition and the development of a 400-space garage. This facility is planned fc r development in a densely developed hotel corridor. The City will also be developing the Mianli Beach Regional Library next to the proposed site of the garage. The facility will be attended se ve , days per week. * Land acquisition and the development of a 400-space municipal garage. The garage will accommodate a densely developed hotel corridor with more than 2,00) rooms. The garage will also serve as parking for the Regional Library and Bass Museum. The garage will serve residential visitors needs in a small restricted residential parking zon.~ (Zone 4 - Museum District) The garage will serve Convention Center trade shows and events. The garage will be attended seven days per week. * * * * * B. Land Acquisition for Hotel Corridor Garage Acquisition of 42,000 square feet between Lincoln Road and 17th Street, between Collins Avenu~ and James Avenue. The development of this facility is planned in a densely developed hotel, rE'!ta!: , and office corridor that presently has no off-street parking to support the area. * This project is slated for public development with expected high utilization from th.~ surrounding hotel corridor. The City's Redevelopment Agency is coordinating the land acquisition for this developmen :. This garage will also serve the high rise office complexes in the area. We estimate that this garage developed with 400 parking spaces, and to operate seve, days per week, 24 hours per day. * * * E. 42nd Street Garage Renovations Structural repairs and renovations to a 600-space municipal facility. Enhancements will include th.~ removal of parking meters and the installation of a revenue control system. New lighting, safe! ( features, painting and landscaping. The repair and renovation of this facility will return to public us~ approximately 350 spaces that have been lost to the public due to the partial closing of the facilit~ . The facility will become an attended municipal garage, seven days per week. * This facility is currently in structural disrepair and has been partially closed to the public: fc r more than one year. This garage serves the 41 st Street Business District that is composed of retailen, professional offices, and banks. This facility also serves as a park and ride location during major trade shows and eVlmt:; in the City. Presently, this is a metered parking garage. The addition of revenue control equipment w II result in greater revenues. This facility will operate seven days per week. * * * * * Presently, there is a Parking Agreement between the City of Miami Beach and Cit ( National Bank for 26 spaces. These are not designated spaces and shall serve 01 a first come, first-served basis. E. Enhancements to 13th Street Garage and the 12th Street Garage * 13th Street enhancements include new elevators, revenue control equipment an j attendant booth, lighting and other interior enhancements, painting an j landscaping. A management agreement presently operates this facility for the City. This facility has heavy weekend use and is used primarily during the week b { residential Zone 5 decal holders. Flat rates of $4 (weekdays) and $6 (Friday 4pm - Sunday) are charged at thi; facility. Annual revenues to the City are approximately $440,000 annually. It is anticipated that with revenue control equipment added to the facility, and th .~ rate structure changed to the City standard of $1 hour ($8 maximum), that revenue; from the facility will increase. This facility is managed for the City by a private parking company. All revenue; from the facility are picked up daily by the City. 12th Street enhancements include the addition of revenue control equipment an j attendant booth painting, landscaping and signage. This facility is currently a metered garage. The addition of revenue control equipment, and the conversion from meters tc a , attended facility of $1/hr. ($8 max.) will increase revenues in this facility. This facility (to the rear of the Old City Hall) is encumbered with reserved parkin .~ agreements Monday - Friday. There are presently 28 reserved spaces in this facility which are tied to the lease; in the adjacent Old City Hall building. * * * * * * * * * * * G. Refurbishment of eleven (11) Municipal Surface Parking Lots (Prioritized of 61 lots Citywide) Priorit Lot Location Estimated Space~s y # Cost 1 88 42nd Street from Royal Palm to $300,000 200 Prairie 2 10A Lincoln Lane North and Lenox 125,000 84 3 108 Lincoln Lane North and Michigan 200,000 157 4 10C Lincoln Lane North and Meridian 200,000 149 5 100 Lincoln Lane South and Jefferson 100,000 65 (West) 6 10E Lincoln Lane South and Jefferson 60,000 21 (East) 7 14A Washington and 16th 125,000 73 8 17X Collins and 13th 125,000 58 9 18A Collins and 64th 125,000 66 10 20X Collins and 27th 200,000 129 11 10F Lincoln Lane South and Euclid- 75,000 40 STAGING A:\G11 REFUR.LST3/25/97 H. Electronic Meter Purchase - Lease Purchase options . paM Incorporated Option A: As specified in bid $35,796.28/mo. Option B: High Visibility Meters Upgraded from basic bid $40,606.72/mo. . Duncan Industries As specified in bid $45,022.41/mo. . MacKay Meters As specified in bid $32,634.72/mo. (See attached correspondence from responding companies)