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Defeseance - Fla Resort Tax Revenue Refund Bond Series 1996S~vIRE SANDERS LEGAL COUNSEL WORLDWIDE :~~v7-2~~~7 Office: +1.305.577.7000 Fax: +1.305.577.7001 Mr. Robert Parcher City Clerk City of Miami Beach 1700 Convention Center Drive 1St Floor Miami Beach, Florida 33139 August 16, 2007 SQUIRE, SANDERS SC DEMPSEY L.L.P. Including STEEL HECTOR & DAVIS LLP 200 South Biscayne Boulevard, Suite 4000 Miami, Florida 33131-2398 i "'~ G ~"1 +t'_ ~ -,n N .• ~ -~' W ~ w ,--: Re: Defeasance of City of Miami Beach, Florida Resort Tax Revenue Refunding Bonds, Series 1996 Dear Bob: Enclosed is a velo-bound set of the closing documents for the above referenced transaction. If you have any questions, please do not hesitate to call. Very t ly yours, uis Reiter LR: ge Encl. CINCINNATI • CLEVELAND • COLUMBUS • HOUSTON • LOS ANGELES • MIAMI • NEW YORK • PALO ALTO • PHOENIX • SAN FRANCISCO • TALLAHASSEE • TAMPA • TrSONS CORNER WASHINGTON DC • WEST PALM BEACH ~ CARACAS • RIO DE JANEIRO • SANTO DOMINGO ~ BRATISLAVA • BRUSSELS • BUDAPEST • FRANKFURT • LONDON • MOSCOW PRAGUE • WARSAW ~ BEIJING • HONG KONG • SHANGHAI • TOKYO ~ ASSOCIATED OFFICES: BUCHAREST • BUENOS AIRES • DUBLIN • KYIV • MILAN • SANTIAGO MIAMI/4202371.1 Www.ssd.com Defeasance of $3,060,000 outstanding principal amount of City of Miami Beach, Florida °~ Resort Tax Revenue Refunding Bonds, Series 1996 August 15, 2007 Closing Documents ,~ 1. Resolution No. 2007-26597 adopted by the Mayor and City Commission of the City of Miami Beach, Florida (the "Cit}~') on July 11, 2007. ... 2. Escrow Deposit Agreement between the City and U.S. Bank National Association, as escrow agent (the "Escrow Agent"). 3. SLGS Subscriptions. ,., 4. Verification Report of Causey Demgen & Moore Inc. 5. Certificate of Escrow Agent. 6. Notice of Defeasance to the Internal Revenue Service. ~. ,.. .. 7. Opinion of Squire, Sanders & Dempsey L.L.P. ~'^ MIAMU4201179.1 RESOLUTION NO. 2007-26597 A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA AUTHORIZING THE APPLICATION OF NOT EXCEEDING $3,500,000 IN AVAILABLE MONEYS TO DEFEASE AND, TO THE EXTENT APPLICABLE, REDEEM THE OUTSTANDING CITY OF MIAMI BEACH, FLORIDA RESORT TAX REVENUE REFUNDING BONDS, SERIES 1996; AUTHORIZING THE DEFEASANCE AND, TO THE EXTENT APPLICABLE, REDEMPTION OF SUCH BONDS; DELEGATING TO THE CITY MANAGER THE DETERMINATION OF CERTAIN DETAILS AND MATTERS CONCERNING SAID DEFEASANCE AND REDEMPTION; AUTHORIZING THE EXECUTION AND DELIVERY OF AN ESCROW DEPOSIT AGREEMENT AND APPOINTING AN ESCROW AGENT; AUTHORIZING OFFICERS AND EMPLOYEES OF THE CITY TO TAKE ALL NECESSARY ACTIONS; AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, pursuant to Resolution No. 88-19369, adopted by the City Commission of the City of Miami Beach, Florida (the "City") on September 22, 1998, and Resolution No. 96-21957, adopted by the Mayor and City Commission of the City (collectively, the "City Commission") on April 17, 1996 {collectively, the "Bond Resolution ), the City has heretofore issued its $4,095,000 principal amount of City of Miami Beach, Florida Resort Tax Revenue Refunding Bonds, Series 1996, dated as of May 1, 1996 (the "Resort Tax Bonds"), $3,060,000 of which Resort Tax Bonds are currently outstanding (the "Outstanding Bonds"); and -, WHEREAS, the Resort-Tax Bonds were issued as bonds the interest on which is excluded from gross income for federal income tax purposes; and WHEREAS, the City has entered into a Management Agreement (the "Management Agreement") with Live Nation Worldwide, Inc. ("Live Nation"), for the ~, management by Live Nation of the City-owned Jackie Gleason Theater of the Performing Arts, which facility was refinanced with the proceeds of the Resort Tax Bonds; and WHEREAS, in order for the Management Agreement not to negatively impact the exclusion from gross income of interest on the Resort Tax Bonds for federal income tax '~ purposes, the Code (as defined in the Bond Resolution) requires that the Outstanding Bonds be defeased and, to the extent applicable, redeemed from a source not constituting proceeds of bonds the interest on which is excluded from gross income for federal income tax purposes (other than any proceeds on deposit in the Debt Service Reserve Account created under the Bond Resolution (the "Debt Service Reserve Account")}; and ,., MIAMll4198192.2 WHEREAS, the City has determined to apply not exceeding $3,500,000 in legally available moneys not constituting proceeds of bonds the interest on which is excluded from gross income for federal income tax purposes (other than any proceeds on deposit in the Debt Service Reserve Account) (the "Available Moneys") to defease and, to the extent applicable, redeem the Outstanding Bonds in accordance with the provisions of the Bond Resolution, including the payment of all costs in connection with such defeasance and redemption; and WHEREAS, the City Commission has determined that it is in the best interest of the City to delegate to the City Manager, who shall rely upon the recommendations of the Finance Director (as defined in the Bond Resolution) and RBC Capital Markets, the City's financial advisor (the "Financial Advisor"), the determination of the Available Moneys to be applied to defease and, to the extent applicable, redeem the Outstanding Bonds and other actions in connection with such defeasance and redemption, all as provided and subject to the limitations contained in the Bond Resolution and this resolution. NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA: Section 1. The above recitals are incorporated herein as findings. All terms used in capitalized form herein and not defined shall have the meanings set forth in the Bond Resolution. Section 2. The application of not exceeding $3,500,000 in Available Moneys to defease and, to the extent applicable, redeem the Outstanding Bonds, including the payment of all costs in connection with such defeasance and redemption, is hereby authorized and approved. The defeasance and, to the extent applicable, redemption of ~°^ the Outstanding Bonds are hereby authorized and approved. The Outstanding Bonds maturing October 1, 2008 through and including October 1, 2016 shall be called for optional redemption on October 1, 2007 at a redemption price of 101% of their principal amount in accordance with the provisions of the Bond Resolution. The City Manager, after consultation with the Finance Director and the Financial Advisor, is hereby .- authorized to determine the Available Moneys to be applied to defease and, to the extent applicable, redeem the Outstanding Bonds. Section 3. The City Manager and the City Clerk are hereby authorized to execute and deliver ari Escrow Deposit Agreement to provide for the defeasance and, ~, to the extent applicable, redemption of the Outstanding Bonds (the "Escrow Deposit Agreement"), with U.S. Bank National Association, which is hereby appointed escrow agent with respect to the Outstanding Bonds (the "Escrow Agent"), in substantially the form presented at the meeting at which this resolution was considered, subject to such changes, modifications, insertions and omissions and such filling-in of blanks therein as may be determined and approved by the City Manager, after consultation with the ~' Finance Director and the City Attorney of the City. In connection with the defeasance and redemption of the Outstanding Bonds, there is hereby established under the MIAMU4198192.2 ~, 2 provisions of the Escrow Deposit Agreement the "City of Miami Beach, Florida Resort Tax Revenue Refunding Bonds, Series 1996 Escrow Deposit Trust Fund" to be held by the Escrow Agent. The purchase of Defeasance Obligations from the Available Moneys in order to provide for the defeasance and, to the extent applicable, redemption of the Outstanding Bonds is' hereby authorized and approved. The execution and delivery of the Escrow Deposit Agreement by the City Manager and City Clerk shall be conclusive evidence of the City's approval of the determinations described in Section 2 above, the Escrow Deposit Agreement and the purchase of the Defeasance Obligations. ~. Section 4. The officers, agents and employees of the City and the Escrow Agent, as applicable, are hereby authorized and directed to do all acts and things required of them for the defeasance and, to the extent applicable, redemption of the Outstanding Bonds under the applicable provisions of the Bond Resolution, the Escrow Deposit Agreement, the Code and this resolution, including the giving or filing of all required notices and forms. Section 5. This resolution shall become effective immediately upon its adoption. PASSED and ADOPTED this 11th day July , 2007. ~. ATTEST: City Clerk Robert Parcher F:1attoWGUR\RESOS-ORD1Resort Tax Revenue Refunding Bonds, Series 1996 Reso.DOC STATE OF FLORIDA COUNTY OE M1AM1-DARE ~, 1, R08ERT PARCHER, City Clerk of City o~ Miami Beach, Florida, do hereby cxrt~fy that the above and foregoing is • twe and oorre~t copy of the original dter+oof on ftk in this office. "` WITNESS y hand an the seal of said City ~ ~ this ~ ~~ day of 6 us ~ D 20. -- ROBERT PARCHER MIAMU4]9Qt~j¢Cterk of the City Of Miami Beach, Floridat .. 3 APPROVED AS TO FORM & LANGUAGE ~_EOR EXEQUTION 7 3 07 D to «.. .~. CITY OF MIAMI BEACH, FLORIDA ~. and U.S. BANK NATIONAL ASSOCIATION, as Escrow Agent ,.. ESCROW DEPOSIT AGREEMENT Relating to RESORT TAX REVENUE REFUNDING BONDS, SERIES 1996 DATED AS OF AUGUST 15, 2007 ~`' MIAMI/4198205.3 ESCROW DEPOSIT AGREEMENT ,~. THIS ESCROW DEPOSIT AGREEMENT (the "Agreement") made and entered into as of August 15, 2007, by and between the CITY OF MIAMI BEACH, FLORIDA (the "City") and U.S. BANK NATIONAL ASSOCIATION, as Escrow Agent (the "Escrow Agent"). WITNESSETH: WHEREAS, the City has heretofore issued its $4,095,000 principal amount of City of •~. Miami Beach, Florida Resort Tax Revenue Refunding Bonds, Series 1996, dated as of May 1, 1996 (the "Resort Tax Bonds"), presently outstanding in the principal amount of $3,060,000, as more particularly described in Schedule A attached hereto and made part hereof (such outstanding Resort Tax Bonds, the "Prior Bonds"), pursuant to the provisions of Resolution No. 88-19369, adopted by the City Commission of the City on September 22, 1998, and Resolution No. 96-21957, adopted by ., the Mayor and City Commission of the City on April 17, 1996 (collectively, the "Bond Resolution"); and WHEREAS, the City desires to apply certain legally available moneys not constituting proceeds of bonds the interest on which is excluded from gross income for federal income tax purposes (other than proceeds on deposit in the Debt Service Reserve Account created under the Bond Resolution (the "Debt Service Reserve Account")) (the "Available Moneys") to defease and, to the extent applicable, redeem the Prior Bonds; and WHEREAS, the City will deposit said Available Moneys with the Escrow Agent to provide, with investment earnings thereon, sufficient moneys for the defeasance and, to the extent applicable, redemption of the Prior Bonds; and WHEREAS, the Available Moneys will be applied to the purchase of Government Obligations (as such term is hereinafter defined), which will mature and produce investment income and earnings at such time and in such amount, as will be sufficient to pay when due or upon the redemption thereof, the principal of, redemption premium and interest on the Prior Bonds as more specifically set forth herein; and WHEREAS, in order to provide for the proper and timely application of the Available Moneys deposited hereunder, the maturing principal amount of the Government Obligations ~' purchased therewith, and investment income and earnings derived therefrom to the payment of the Prior Bonds, it is necessary for the City to enter into this Agreement with the Escrow Agent; NOW, THEREFORE, the City and the Escrow Agent, in consideration of the foregoing and the mutual covenants herein set forth and in order to secure the payment of the principal of, redemption premium and interest on all of the Prior Bonds according to their tenor and. effect, do hereby agree as follows: ""'~ MIAMI/4198205.3 ARTICLE I CREATION AND CONVEYANCE OF TRUST ESTATE Section 1.01. Creation and Conveyance of Trust Estate. The City hereby grants, warrants, remises, releases, conveys, assigns, transfers, aliens, pledges, sets over and confines unto the Escrow Agent and to its successors in the trust hereby created, and to it and its assigns forever, r- all and singular the property hereinafter described, to wit: DIVISION I All right, title and interest in and to (i) $74,356.78 in Available Moneys derived from the .., Interest Account created under the Bond Resolution, (ii) $114,583.33 in Available Moneys derived from the Principal Account created under the Bond Resolution, (iii) $304,900.00 in Available Moneys derived from the Debt Service Reserve Account, and (iv) $2,837,845.05 in other Available Moneys. ,~, ~- DIVISION II All right, title and interest in and to the Government Obligations described in Schedule B attached hereto and made a part hereof, together with the income and earnings thereon. DIVISION III Any and all other property of every kind and nature from time to time hereafter, by delivery or by writing of any kind, conveyed, pledged, assigned or transferred as and for additional security hereunder by the City, or by anyone on behalf of the City to the Escrow Agent for the benefit of the Prior Bonds. DIVISION IV All property which is by the express provisions of this Agreement required to be subject to the pledge hereof and any additional property that may, from time to time hereafter, by delivery or "" by writing of any kind, by the City, or by anyone in its behalf, be subject to the pledge hereof. TO HAVE AND TO HOLD, all and singular, the Trust Estate (as such term is hereinafter defined), including all additional property which by the terms hereof has or may become subject to the encumbrances of this Agreement, unto the Escrow Agent, and its successors and assigns, '"~ forever in trust, however, for the sole benefit and security of the holders from time to time of the Prior Bonds, but if the principal of, redemption premium and interest on all of the Prior Bonds shall be fully and promptly paid when due, upon the maturity or redemption thereof, in accordance with the terms thereof, then this Agreement shall be and become void and of no further force and effect except as otherwise provided herein; otherwise the same shall remain in full force and effect, and -~ upon the trusts and subject to the covenants and conditions hereinafter set forth. 2 ^'"'' MIAMI/4198205.3 ... ARTICLE II DEFINITIONS Section 2.01. Definitions. In addition to words and terms elsewhere defined in this Agreement, the following words and terms as used in this Agreement shall have the following meanings, unless some other meaning is plainly intended. "Government Obligations" shall mean non-callable direct obligations of (including obligations issued or held in book entry form on the books of) the Department of the Treasury of the United States of America. "Trust Estate", "trust estate" or "pledged propert}~' shall mean the property, rights and ,.. interests described or referred to under Divisions I, II, III and IV in Article I above. Words of the masculine gender shall be deemed and construed to include correlative words of the feminine and neuter genders. Words importing the singular number shall include the plural ,,,, number and vice versa unless the context shall otherwise indicate. The word "person" shall include corporations, associations, natural persons and public bodies unless the context shall otherwise indicate. Reference to a person other than a natural person shall include its successors. ARTICLE III ESTABLISHMENT OF ESCROW DEPOSIT TRUST FUND; FLOW OF FUNDS Section 3.01. Creation of Escrow Deposit Trust Fund and Deposit of Moneys. There is hereby created and established with the Escrow Agent a special and irrevocable trust fund .. designated "City of Miami Beach, Florida Resort Tax Revenue Refunding Bonds, Series 1996 Escrow Deposit Trust Fund" (the "Escrow Deposit Trust Fund"), to be held by the Escrow Agent for the sole benefit of the holders of the Prior Bonds and accounted for separate and apart from the other funds of the City and, to the extent required by law, of the Escrow Agent. ""~ Concurrently with the delivery of this Agreement, the City herewith causes to be deposited with the Escrow Agent and the Escrow Agent acknowledges receipt of Available Moneys for deposit in the Escrow Deposit Trust Fund in the amount of $3,331,685.16 which, when invested in Government Obligations (other than $5.16 as set forth in Schedule B attached hereto to be held uninvested), will provide moneys sufficient to pay the principal of, redemption premium and '^ interest on the Prior Bonds, upon the payment at maturity or redemption thereof, as more particularly described in Schedule C attached hereto and made a part hereof. Section 3.02. Payment of Prior Bonds. The Available Moneys received by the Escrow Agent will be sufficient to purchase $3,331,680.00 par amount of Government Obligations, all as listed in Schedule B attached hereto, which will mature in principal amounts and earn income at such times, all as described in Schedule B, so that sufficient moneys will be available to pay as the same are paid at maturity or redeemed all principal of, redemption premium and interest on the 3 "` MIAMU4198205.3 Prior Bonds. Notwithstanding the foregoing, if the amounts deposited in the Escrow Deposit Trust Fund are insufficient to make said payments of principal, redemption premium and interest, the °" City shall cause to be deposited into the Escrow Deposit Trust Fund the amount of any deficiency immediately upon notice from the Escrow Agent. Section 3.03. Irrevocable Trust Created. The deposit of the Available Moneys and Government Obligations or other property hereunder in the Escrow Deposit Trust Fund shall -- constitute an irrevocable deposit of said Available Moneys and Government Obligations and other property hereunder for the sole benefit of the holders of the Prior Bonds, subject to the provisions of this Agreement. The holders of the Prior Bonds, subject to the provisions of this Agreement, shall have an express lien on all moneys and principal of and earnings on the Government Obligations and other property in the Escrow Deposit Trust Fund. The Available Moneys deposited in the ,.,. Escrow Deposit Trust Fund and the matured principal of the Government Obligations and other property hereunder and the interest thereon shall be held in trust by the Escrow Agent, and shall be applied for the payment of Prior Bonds, as more specifically set forth in Schedule C hereto. Section 3.04. Purchase of Government Obligations. The Escrow Agent is hereby ,,, directed immediately to purchase the Government Obligations listed on Schedule B from the Available Moneys as described in Sections 3.01 and 3.02 hereof. The Escrow Agent shall purchase the Government Obligations solely from the Available Moneys deposited in the Escrow Deposit Trust Fund as provided in Sections 3.01 and 3.02 hereof. The Escrow Agent shall apply the Available Moneys deposited in the Escrow Deposit Trust Fund and the Government Obligations pl,~rchased therewith, together with all income or earnings thereon, in accordance with the .~ provisions hereof. The Escrow Agent shall have no power or duty to invest any moneys held hereunder or to make substitutions of the Government Obligations held hereunder or to sell, transfer or otherwise dispose of the Government Obligations held hereunder except as provided in this Agreement. The Escrow Agent is hereby directed not to invest $5.16 of the Available Moneys deposited in the Escrow Deposit Trust Fund as set forth in Schedule B. ,~. The City covenants to take no action in the investment, reinvestment or security of the Escrow Deposit Trust Fund in violation of this Agreement and recognizes that any such action in contravention of this Agreement might cause the Prior Bonds to be classified as "arbitrage bonds" under the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder `"" (the "Code"). Section 3.05. Substitution of Certain Government Obli ate ions. (a) If so directed in writing by the City on the date of delivery of this Agreement, the Escrow Agent shall accept in substitution for all or a portion of the Government Obligations listed in Schedule B, Government Obligations (the "Substituted Securities"), the principal of and interest on which, together with any Government Obligations listed in Schedule B for which no substitution is made and moneys held uninvested by the Escrow Agent, will be sufficient to pay all principal of, redemption premium and interest of the Prior Bonds as set forth in ~. Schedule C hereof. The foregoing notwithstanding, the substitution of Substituted Securities for any of the Government Obligations listed in Schedule B may be effected only upon compliance with Section 3.05(b)(1) and (2) below. 4 ^"` MIAMU4198205.3 (b) If so directed in writing by the City at any time during the term of this Agreement, ^^ the Escrow Agent shall sell, transfer, exchange or otherwise dispose of, or request the redemption of, all or a portion of the Government Obligations then held in the Escrow Deposit Trust Fund and shall substitute for such Government Obligations other Government Obligations, designated by the City, and acquired by the Escrow Agent with the proceeds derived from the sale, transfer, disposition or redemption of or by the exchange of such Government Obligations held in the -~ Escrow Deposit Trust Fund, but only upon the receipt by the Escrow Agent of: (1) an opinion of nationally recognized counsel in the field of law relating to municipal bonds stating that such substitution will not adversely affect the exclusion from gross income for federal income tax purposes of interest on the Prior Bonds and is not inconsistent with the statutes and regulations applicable to the Prior Bonds; and (2) verification by a firm of independent certified public accountants stating that the principal of and interest on the substituted Government Obligations, together with any Government Obligations and any uninvested moneys remaining in the Escrow Deposit ,~, Trust Fund will be sufficient, without reinvestment, to pay the remaining principal of, redemption premium and interest on the Prior Bonds as set forth in Schedule C hereof. Any moneys resulting from the sale, transfer, disposition or redemption of the Government Obligations held hereunder and the substitution therefor of other Government Obligations not required to be applied for the payment of such principal of, redemption premium and interest on the Prior Bonds (as shown in the verification report described in Section 3.05(b)(2) hereof delivered in connection with such substitution), shall be paid to the City free and clear of the lien of this Agreement. Upon any such substitution of Government Obligations pursuant to Section 3.05, Schedule B hereto shall be appropriately amended to reflect such substitution. "~ The Escrow Agent shall be under no duty to inquire whether the Government Obligations as deposited in the Escrow Deposit Trust Fund are properly invested under the Code. The Escrow Agent may rely on all specific directions in this Agreement providing for the investment or reinvestment of the Escrow Deposit Trust Fund. "~ Section 3.06. Transfers from Escrow Deposit Trust Fund. As the principal of the Government Obligations set forth in Schedule B shall mature and be paid, and the investment income and earnings thereon are paid, the Escrow Agent shall pay from such moneys to U.S. Bank National Association, in its capacity as Paying Agent with respect to the Prior Bonds (as Paying Agent and Registrar with respect to the Prior Bonds hereinafter referred to as the "Paying Agent"), ''" no later than the payment dates for the Prior Bonds, as specified in Schedule C hereof, the amounts necessary to pay the principal of, redemption premium and interest on the Prior Bonds, as specified in Schedule C hereof. The City hereby irrevocably instructs the Paying Agent and the Escrow Agent to (i) pay the Prior Bonds maturing October 1, 2007 at maturity, and (ii) call the Prior Bonds maturing October 1, 2008 through and including October 1, 2016 for optional redemption on .~ October 1, 2007 at a redemption price of 101% of the principal amount thereof in accordance with the Bond Resolution. The Prior Bonds maturing October 1, 2022 are not subject to optional redemption prior to maturity and will be redeemed and paid at maturity as scheduled from 5 '" MIAMU4198205.3 Amortization Requirements (as defined in the Bond Resolution). The City, the Paying Agent and the Escrow Agent shall perform the responsibilities, described in the Bond Resolution, in '"" connection with the redemption of such Prior Bonds, including the giving of notice of redemption as required therein, which the Paying Agent is hereby instructed to mail and publish. Section 3.07. Investment of Certain Moneys Remaining in Escrow Deposit Trust Fund. Subject to the provisions of Section 3.04, the Escrow Agent shall invest and reinvest, at the written ~- direction of the City, in Government Obligations any moneys remaining from time to time in the Escrow Deposit Trust Fund until such time as they are needed. Such moneys shall be reinvested in such Government Obligations for such periods and at such interest rates, as the Escrow Agent shall be directed to invest by the City, which periods and interest rates shall be set forth in an opinion from nationally recognized counsel in the field of law relating to municipal bonds to the City and to the Escrow Agent, which opinion shall also be to the effect that such reinvestment of such moneys in such Government Obligations for such period and at such interest rates will not, under the statutes and regulations applicable to the Prior Bonds, cause the interest on the Prior Bonds to be included in gross income for federal income tax purposes and that such investment is not inconsistent with the statutes and regulations applicable to the Prior Bonds. Any interest income ,.., resulting from reinvestment of moneys pursuant to this Section 3.07 not required to be applied for the payment of the principal of, redemption premium, if any, and interest on the Prior Bonds shall be paid to the City free and clear of the lien of this Agreement. Section 3.08. Escrow Deposit Trust Fund Constitutes Trust Fund. The Escrow Deposit ,~ Trust Fund created and established pursuant to this Agreement shall be and constitute a trust fund for the purposes provided in this Agreement and shall be kept separate and distinct from all other funds of the City and, to the extent required by law, of the Escrow Agent and used only for the purposes and in the manner provided in this Agreement. Section 3.09. Transfer of Funds After All Payments Required by this Agreement are Made. After all of the transfers by the Escrow Agent to the payment of the principal of, redemption premium and interest on the Prior Bonds provided in Schedule C have been made, all remaining moneys and securities, together with any income and interest thereon, in the Escrow Deposit Trust Fund shall be paid to the City free and clear of the lien of this Agreement; provided, however, that no such transfers (except transfers made in accordance with Sections 3.05 and 3.07 hereof) shall be '"~ made until all of the principal of, premium and interest on the Prior Bonds have been paid. ARTICLE IV CONCERNING THE ESCROW AGENT Section 4.01. Liability of Escrow Agent. The Escrow Agent shall not be liable in connection with the performance of its duties hereunder except for its own negligence, misconduct or default. The Escrow Agent shall not be liable for any loss resulting from any investments made pursuant to the terms of this Agreement. The Escrow Agent shall not be liable for the accuracy of ^°^ the calculations as to the sufficiency of moneys and of the principal amount of the Government Obligations and the earnings thereon to pay the Prior Bonds. So long as the Escrow Agent applies any moneys, Government Obligations and interest earnings therefrom to pay the Prior Bonds as 6 '" MIAMI/4198205.3 provided herein, and complies fully with the terms of this Agreement, the Escrow Agent shall not be liable for any deficiencies in the amounts necessary to pay the Prior Bonds caused by such calculations. The Escrow Agent shall have no lien, security interest or right of set-off whatsoever upon any of the moneys or investments in the Escrow Deposit Trust Fund for the payment of fees or expenses for the services rendered by the Escrow Agent under this Agreement. Section 4.02. Permitted Acts. The Escrow Agent and its affiliates may become the owner of all or may deal in the Prior Bonds as fully and with the same rights as if it were not the Escrow Agent. .., Section 4.03. Payment to Escrow A,vent. The City shall pay to the Escrow Agent reasonable compensation for all services rendered by it hereunder and also its reasonable expenses, charges and other disbursements and those of its attorneys, agents and employees incurred in and about the administration and execution of the trusts hereby created, and the performance of its powers and duties hereunder, including, without limitation, all advances, counsel fees and other ~, expenses reasonably made or incurred by the Escrow Agent in connection with such services, all as provided in Schedule D hereto. ARTICLE V MISCELLANEOUS Section 5.01. Amendments to this Agreement. This Agreement is made for the benefit of the holders from time to time of the Prior Bonds and shall not be repealed, revoked, altered or amended without the written consent of all such holders of the Prior Bonds, the Escrow Agent and the City; provided, however, that the City and the Escrow Agent may, without the consent of, or notice to, such holders, enter into such agreements supplemental to this Agreement which shall not adversely affect the rights of such holders and shall not be inconsistent with the terms and provisions of this Agreement for any one or more of the following purposes: (a) to cure any ambiguity or formal defect or omission in this Agreement; or ,~. (b) to grant to or confer upon the Escrow Agent for the benefit of the holders of the Prior Bonds any additional rights, remedies, powers or authority that may lawfully be granted to or conferred upon the Escrow Agent. °°°" The Escrow Agent shall be entitled to rely upon an unqualified opinion of a nationally recognized counsel in the field of law relating to municipal bonds with respect to compliance with this Section. Section 5.02. Severability. If any one or more of the covenants or agreements provided ^^ in this Agreement on the part of the City or the Escrow Agent to be performed should be determined by a court of competent jurisdiction to be contrary to law, such covenant or agreement 7 "`" MIAMI/4198205.3 shall be deemed and construed to be severable from the remaining covenants and agreements herein contained and shall in no way affect the validity of the remaining provisions of this Agreement. Section 5.03. Agreement Binding. All the covenants, proposals and agreements in this Agreement contained by or on behalf of the City or by or on behalf of the Escrow Agent shall bind and inure to the benefit of their respective successors and assigns, whether so expressed or not. ~^ Section 5.04. Notices to Escrow Agient and City. Any notice, demand, direction, request or other instrument authorized or required by this Agreement to be given to or filed with the Escrow Agent or the City, shall be deemed to have been sufficiently given or filed for all purposes of this Agreement if personally delivered and receipted for, or if sent by registered or certified United States mail, return receipt requested, addressed as follows: (a) As to the City - City of Miami Beach, Florida 1700 Convention Center Drive ,., Miami Beach, Florida 33139 Attention: Finance Director (b) As to the Escrow Agent - U.S. Bank National Association ~. 200 South Biscayne Boulevard Suite 1870 Miami, Florida 33131 Attention: Corporate Trust Group .. Any party hereto may, by notice sent to the other parties hereto, designate a different or additional address to which notices under this Agreement are to be sent. Section 5.05. Termination. This Agreement shall terminate when all transfers and payments required to be made by the Escrow Agent under the provisions hereof shall have been made. Section 5.06. Execution by Counterparts. This Agreement may be executed in several counterparts, all or any of which shall be regarded for all purposes as one original and shall constitute and be but one and the same instrument. ,~ Section 5.07. Notice of Defeasance. The City hereby irrevocably instructs the Paying Agent to give to the Holders of the Prior Bonds and to Ambac Assurance Corporation, by first class mail, postage prepaid, as soon as practicable, and to file with each nationally recognized municipal securities information repository designated by the Securities and Exchange r. Commission, as soon as practicable, notice of the defeasance of the Prior Bonds, substantially in the form attached hereto as Schedule E. 8 ""~ MIAMU4198205.3 ,. Section 5.08. Governing_Law. This Agreement shall be governed by the laws of the State of Florida. IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed by its duly authorized officers and the City has caused its official seal to be hereunto affixed and attested as of the date first above written. (SEAL) ,~ Attest: ,~ B C~"~ Y• City Clerk .. ~. ~. CITY OF MIAMI BEACH, FLORIDA By: M a er U.S. BANK NATIONAL ASSOCIATION, as Escrow Agent By: V ce President APPROVED AS TO FORM & LANGUAGE ~ FOR EXECUTION g~tY City Alto a Date 9 '" MIAMU4198205.3 SCHEDULE A PRIOR BONDS ~. ,~, ,.. Maturity Date Princ~al Amount Interest Rate 10/01/2007 $ 125,000 5.200% 10/01/2008 130,000 5.250 10/01/2009 135,000 5.375 10/01/2010 145,000 5.500 10/01/2016 1,055,000 5.500 10/01/2022 1,470,000 6.250 A-1 ^~" M1AMU4198205.3 .. SCHEDULE B r~- ,.+ INVESTMENT OF AVAILABLE MONEYS +Accrued Maturity Type Coupon Yield Price Par Amount Principal Cost Interest =Total Cost Other Available Monies 10/01/2007 SLGS-CI 4.950% 4.950% 100-.000000 1,339,543 1,339,543.00 - 1,339,543.00 04/01/2008 SLGS-CI 4.920% 4.920% 100-.000000 5,628 5,628.00 - 5,628.00 10/01/2008 SLGS-NT 4.790% 4.790% 100-.000000 4,656 4,656.00 - 4,656.00 04/01/2009 SLGS-NT 4.650% 4.650% 100-.000000 5,941 5,941.00 - 5,941.00 10/01/2009 SLGS-NT 4.510% 4.510% 100-.000000 4,880 4,880.00 - 4,880.00 04/01/2010 SLGS-NT 4.500% 4.500% 100-.000000 6,216 6,216.00 - 6,216.00 10/01!2010 SLGS-NT 4.500% 4.500°/a 100-.000000 5,101 5,101.00 - 5,101.00 04/01/2011 SLGS-NT 4.510% 4.510% 100-.000000 6,500 6,500.00 - 6,500.00 10/01/2011 SLGS-NT 4.520% 4.520% 100-.000000 5,333 5,333.00 - 5,333.00 04/01/2012 SLGS-NT 4.540% 4.540% 100-.000000 6,796 6,796.00 - 6,796.00 10/01/2012 SLGS-NT 4.550% 4.550% 100-.000000 5,576 5,576.00 - 5,576.00 04/01/2013 SLGS-NT 4.570°/a 4.570% 100-.000000 7,109 7,109.00 - 7,109.00 1 0 /0112 0 1 3 SLGS-NT 4.590% 4.590% 1DD-.000000 5,831 5,831.00 - 5,831.00 04/01/2014 SLGS-NT 4.600% 4.600% 100-.000000 7,438 7,438.00 - 7,438.00 10/01/2014 SLGS-NT 4.620% 4.620% 100-.000000 6,103 6,103.00 - 6,103.00 04/01/2015 SLGS-NT 4.640% 4.640% 100-.000000 7,785 7,785.00 - 7,785.00 10/01/2015 SLGS-NT 4.660% 4.660% 100-.000000 6,387 6,387.00 - 6,387.00 04/01/2016 SLGS-NT 4.680% 4.680% 100-.000000 8,151 8,151.00 - 8,151.00 10/0//2016 SLGS-NT 4.700% 4.700% 100-.000000 6,688 6,688.00 - 6,688.00 04/01/2017 SLGS-NT 4.710% 4.710% 100-.000000 8,537 8,537.00 - 8,537.00 10/01/2017 SLGS-NT 4.730% 4.730% 100-.000000 196,801 196,801.00 - 196,801.00 04/01/2018 SLGS-NT 4.730% 4.730% 100-.000000 7,349 7,349.00 - 7,349.00 10/01/2018 SLGS-NT 4.790% 4.790% 100-.000000 209,376 209,376.00 - 209,376.00 04/01/2019 SLGS-NT 4.790% 4.790% 100-.000000 6,061 6,061.00 - 6,061.00 10/01/2019 SLGS-NT 4.860% 4.860% 100-.000000 217,349 217,349.00 - 217,349.00 .04/01/2020 SLGS-NT 4.860% 4.860% 100-.000000 4,723 4,723.00 - 4,723.00 10/01/2020 SLGS-NT 4.920% 4.920% 100-.000000 229,800 229,800.00 - 229,800.00 04/01/2021 SLGS-NT 4.920% 4.920% 100-.000000 3,295 3,295.00 - 3,295.00 10/01/2021 SLGS-NT 4.950% 4.950% 100-.000000 242,180 242,180.00 - 242,180.00 04/01/2022 SLGS-NT 4.950% 4.950% 100-.000000 1,737 1,737.00 - 1,737.00 10/01/2022 SLGS-NT 4.970% 4.970% 100-.000000- 258,972 258,972.00 - 258,972.00 Subtotal - - - $2,837,842 $2,837,842.00 - $2,837,842.00 Debt Service Fund Monies 10/01/2007 SLGS-CI 4.950% 4.950% 100-.000000 188,940 188,940.00 - 188,940.00 B-1 .+ MIAMU4198205.3 ~+.. +Accrued Maturity Type Coupon Yield Price Par Amount Principal Cost Interest =Total Cost Subtotal - - - $188,940 $188,940.00 - $188,940.00 Debt Service Reserve Monies 10/01/2007 SLGS-CI 4.950% 4.950% 100-.000000 144,451 144,451.00 - 144,451.00 10/01/2008 SLGS-NT 4.790% 4.790% 1DD-.000000 1,146 1,146.00 - 1,146.00 10/01/2009 SLGS-NT 4.510% 4.510% 100-.000000 1,200 1,200.00 - 1,200.00 10/01/2010 SLGS-NT 4.500% 4.500% 100-.000000 1,255 1,255.00 - 1,255.00 10/01/2011 SLGS-NT 4.520% 4.520% 100-.000000 1,313 1,313.00 - 1,313.00 10/01/2012 5LG5-NT 4.550% 4.550% 100-.000000 1,374 1,374.00 - 1,374.00 10/01/2013 SLGS-NT 4.590% 4.590% 100-.000000 1,439 1,439.00 - 1,439.00 10/01/2014 SLGS-NT 4.620% 4.620% 100-.000000 1,506 1,506.00 - 1,506.00 10/01/2015 SLGS-NT 4.660% 4.660% 100-.000000 1,578 1,578-00 - 1,578.00 10/01/2016 SLGS-NT 4.700% 4.700% 100-.000000 1,653 1,653.00 - 1,653.00 10/01/2017 SLGS-NT 4-.730% 4.730% 100-.000000 21,938 21,938.00 - 21,938.00 10/01/2018 SLGS-NT 4.790% 4.790% 100-.000000 23,147 23,147.00 - 23,147.00 10/01/2019 SLGS-NT 4.860% 4.860% 100-.000000 23,857 23,857.00 - 23,857.00 10/01/2020 SLGS-NT 4.920% 4.920°la 100-.000000 25,038 25,038.00 - 25,038.00 10/01/2021 SLGS-NT 4.950% 4.950% 100-.000000 26,196 26,196.00 - 26,196.00 10/01/2022 SLGS-NT 4.970% 4.970% 100-.000000 27,807 27,807.00 - 27,807.00 Subtotal - - - $304,898 $304,898.00 - $304,898.00 Total - - - $3,331,680 $3,331,680.00 - $3,331,680.00 ,~. Other Available Monies Cash Deposit .......................................................................................................................................................................... Cost of Investments Purchased with Other Available Monies ................................................................................................ Total Cost of Investments ...................................................................................................................................................... Debt Service Fund Monies Cash Deposit .......................................................................................................................................................................... .+., Cost of Investments ................................................................................................................................................................ Total Cost of Investments ...................................................................................................................................................... ~. .. 3.05 2,837,842.00 $2,837,845.05 0.11 188,940.00 $188,940.11 Debt Service Reserve Monies Cash Deposit .......................................................................................................................................................................... 2.00 Cost of Investments ................................................................................................................................................................ 304,898.00 Total Cost of Investments ...................................................................................................................................................... $304,900.00 Cash Deposit .......................................................................................................................................................................... 5.16 Cost of Investments ................................................................................................................................................................ 3,331,680.00 Total Deposit .......................................................................................................................................................................... $3,331,685.16 Delivery Date ............................................................................................................. ................................................... 8/15/2007 B-2 '"'' MIAMt/4198205.3 SCHEDULE C SCHEDULE OF PAYMENTS ON PRIOR BONDS Date Refunded Bonds Premium Interest to Call D/S To Call .. ... .+... 1D/01/2007 1,590,000.00 14,650.00 89,228.13 1,693,878.13 04/01/2008 - - 45,937.50 45,937.50 10/01/2008 - - 45,937.50 45,937.50 04/01/2009 - - 45,937.50 45,937.50 10/01!2009 - - 45,937.50 45,937.50 04/01/201 D - - 45,937.50 45,937.50 10/01/2010 - - 45,937.50 45,937.50 04/01(2011 - - 45,937.50 45,937.50 10/01/2011 - - 45,937.50 45,937.50 04/01/2012 - - 45,937.50 45,937.50 10/01/2012 - - 45,937.50 45,937.50 04/01!2013 - - 45,937.50 45,937.50 10/01/2013 - - 45,937.50 45,937.50 04/01/2014 - - 45,937.50 45,937.50 10/01/2014 - - 45,937.50 45,937.50 04!01/2015 - - 45,937.50 45,937.50 10/01!2015 - - 45,937.50 45,937.50 04/01!2016 - - 45,937.50 45,937.50 10/01/2016 - - 45,937.50 45,937.50 04/01/2017 - - 45,937.50 45,937.50 10/01/2017 210,000.00 - 45,937.50 255,937.50 04/0112018 - - 39,375.00 39,375.00 10/01/2018 225,000.00 - 39,375.00 264,375.00 04/01/2019 - - 32,343.75 32,343.75 10/01!2019 235,000.00 - 32,343.75 267,343.75 04/01/2020 - - 25,000.00 25,000.00 10/01/2020 250,000.00 - 25,000.00 275,000.00 04/01/2021 - - 17,187.50 17,187.50 10/01/2021 265,000.00 - 17,187.50 282,187.50 04/0112022 - - 8,906.25 8,906.25 10/01/2022 285,000.00 - 8,906.25 293,906.25 Total $3,060,000.00 $14,650.00 $1,253,603.13 $4,328,253.13 C-1 .*~ MIAMU4198205.3 SCHEDULE D ESCROW AGENT FEES AND EXPENSES (i) In consideration of the services to be rendered by the Escrow Agent under the Agreement, the City upon execution hereof agrees to pay the Escrow Agent aone-time fee of $6,175.00 to be ~- paid at closing for all services to be incurred as Escrow Agent in connection with such services, plus agrees to pay as incurred reimbursement at cost for ordinary out-of-pocket expenses, not to exceed $45.00 annually plus publication costs. The term "ordinary out-of- pocket expenses" means expenses of holding, investing and disbursing the Escrow Deposit Trust Fund as provided herein and includes, but is not limited to publication costs, postage „~ and legal fees as incurred. (ii) The City shall also reimburse the Escrow Agent for any extraordinary expenses incurred by it in connection herewith. The term "extraordinary expenses" includes (a) expenses arising out of the assertion of any third party to any interest in the Escrow Deposit Trust Fund or any ,~, challenge to the validity hereof, including reasonable attorneys' fees, (b) expenses relating to any substitution under Section 3.05 hereof or reinvestment under Section 3.07, and (c) expenses (other than ordinary expenses) not occasioned by the Escrow Agent's misconduct or negligence. (iii) The fees and expenses payable by the City under clause (i) or (ii) above shall not be paid from the Escrow Deposit Trust Fund, but shall be paid by the City from legally available funds of the City. D-1 ""^ MIAMU4198205.3 SCHEDULE E NOTICE OF DEFEASANCE NOTICE IS HEREBY GIVEN that monies have been deposited with U.S. Bank National Association, as Escrow Agent, for the payment of the principal, redemption premium and interest on the outstanding City of Miami Beach, Florida Resort Tax Revenue Refunding Bonds, Series 1996 noted above (the "Bonds"), and such monies, except to the extent maintained in cash, have been invested in direct obligations of the United States of America. The Escrow Agent and U.S. Bank National Association, as Paying Agent and Registrar with respect to the Bonds, have been irrevocably instructed to (i) pay the Bonds maturing October 1, 2007 at maturity and (ii) call the Bonds maturing October 1, 2008 through and including October 1, 2016 for optional redemption on October 1, 2007 at a redemption price of 101% of the principal amount thereof. The Bonds maturing October 1, 2022 are not subject to optional redemption prior to maturity and will be redeemed and paid at maturity as scheduled from Amortization Requirements. Dated: May 1, 1996 Maturity Date Principal Amount Interest Rate CUSIP Numbers October 1, 2007 $ 125,000 5.200% 593238BD9 October 1, 2008 130,000 5.250 593238BE7 October 1, 2009 135,000 5.375 593238BF4 October 1, 2010 145,000 5.500 593238BG2 October 1, 2016 1,055,000 5.500 593238BH0 October 1, 2022 1,470,000 6.250 593238BJ6 ~. The amount so deposited as aforesaid has been calculated to be adequate to pay, when due, the principal of, redemption premium and interest on the Bonds to and including their maturity or redemption dates described above. The Bonds are therefore deemed "to be paid" and not to be "Outstanding" within the meaning of the resolutions authorizing the Bonds. U.S. BANK NATIONAL ASSOCIATION, as Paying Agent .. Dated: City of Miami Beach, Florida Resort Tax Revenue Refunding Bonds, Series 1996 ,2007 * No representation is made as to the correctness of these CUSII' numbers either as printed on the Bonds or contained in this Notice. E-1 ""` MIAMU4198205.3 i "~ U.S. TREASURY SECURITIES Date: 8/7/2007 1 ~ ~ Subscription Review 1 ,r...~ ~~ ,A Issue Information Treasury Case Number: Bank Ref Number: 2007-04902 Issue Date: Rate Table Date: 08/15/2007 08/07/2007 Issue Amount: Status: $2,837,842.00 Complete State or Local Government Body Underlying Bond Issue: City of Miami Beach, FL Cash Defeasance of '.. Resort Tax Revenue Refunding Bonds, Series 1996 Taxpayer Identification Number: 59-6000372 CITY OF MIAMI BEACH 1700 CONVENTION CENTER DRIVE ,.. MIAMI BEACH, FL 33139 Contact: PATRICIA D. WALKER, CFO Telephone: 305-673-7466 Fax: E-Mail: "~" Trustee Bank ABA Routing Number: 091000022 U S Bank Corporate Trust Services 60 Livingston Avenue Mail Code EP-MN-WS3C '~ St Paul, MN 55107 Contact: MICHAEL C. DALY Telephone: 305-350-1738 Fax: E-Mail: michael.daly3@usbank.com ~.. Financial Institution Managing (ACH) Payments ABA Routing Number: 091000022 ACH Payment Instructions: U 5 Bank Corporate Trust Services Account Name: BNF SLGS SETTLEMENT 60 Livingston Avenue Account Number: 173100077762 ,,~ Mail Code EP-MN-W53C Account Type: Checking St Paul, MN 55107 ABA Routing Number: 091000022 Contact: JOHN KOSMERL Telephone: 651-495-3001 Fax: E-Mail: ... U.S. TREASURY SECURITIES Date: 8!7!2007 ""~ '' Subscription Review ~--~ ~~ ,.. Financial Institution Transmitting Funds for Purchase ABA Routing Number: 091000022 U.S. BANK NATIONAL ASSOCIATION Contact: Telephone: Fax: E-Mail: Subscriber ~. ABA Routing Number or TIN: 091000022 US Bank, NA 200 S. Biscayne Blvd. Suite 1870 Miami, FL 33131 Contact: CARIDAD M GONZALEZ Telephone: 305-350-1739 Fax: 305-350-1746 E-Mail: caridad.gonzalez@usbank.com Viewers .~. ... ~.. ,... ,.. .. ,.. .~., ~. ~~ '~ U.S. TREASURY SECURITIES Subscription Review Issue lnformafion Treasury Case Number: Bank Ref Number: 2007-04902 Issue Date: Rate Table Date: 08/15/2007 08/07/2007 Issue Amount: Status: $2,837,842.00 Complete Schedule of SLGS Securities Security Number Principal Amount Interest Rate Maturity Date First Interest Payment 1 $1,339,543.00 4.95 10/01/2007 -- 2 $5,628.00 4.92 04/01/2008 3 $4,656.00 4.79 10/01 /2008 10/01 /2007 4 $5,941.00 4.65 04/01/2009 10/01/2007 5 $4,880.00 4.51 10!0112009 10/01/2007 g $6,216.00 4.5 04/01/2010 10/01/2007 7 $5,101.00 4.5 10/01 /2010 10/01 /2007 8 $6,500.00 4.51 04/01/2011 10/01 /2007 9 $5,333.00 4.52 10/01 /2011 10/01 /2007 10 $6,796.00 4.54 04/01/2012 10/01/2007 11 $5,576.00 4.55 10/01/2012 10101 /2007 12 $7,109.00 4.57 04/01/2013 10/01/2007 13 $5,831.00 4.59 10/01 /2013 10/01 /2007 14 $7,438.00 4.6 04/01/2014 10/01/2007 15 $6,103.00 4.62 10/01 /2014 10/01 /2007 16 $7,785.00 4.64 04/01 /2015 10/01 /2007 17 $6,387.00 4.66 10/01 /2015 10/01 /2007 18 $8,151.00 4.68 04/01/2016 10/01/2007 19 $6,688.00 4.7 10/01/2016 10/01/2007 20 $8,537.00 4.71 04/01 /2017 10/01 /2007 21 $196,801.00 4.73 10/01 /2017 10/01 /2007 22 $7,349.00 4.73 04/01/2018 10/01/2007 23 $209,376.00 4.79 .10/01 /2018 10/01 /2007 Date: 8/7/2007 ,., i--_-_. U.S. TREASURY SECURITIES date: s/~/2o07 W ~'; Subscription Review ` ~ schedule of SLGS Securities ~. ~.. Security Number Principal Amount Interest Rate Maturity Date First Interest Payment 24 $6,061.00 4.79 04/01!2019 10/01/2007 25 $217,349.00 4.86 10/01/2019 10101 /2007 2g $4,723.00 4.86 04/01/2020 10/01/2007 27 $229,800.00 4.92 10/01 /2020 10/01 /2007 2g $3,295.00 4.92 04/01/2021 10/01/2007 2g $242,180.00 4.95 10/01/2021 10/01/2007 30 $1,737.00 4.95 04/01/2022 10/01!2007 31 $258,972.00 4.97 10/01 /2022 10/01 /2007 ,.., "-~ ~ U.S. TREASURY SECURITIES Date: 8/7!2007 '1 Subscription Review _~ ..• Issue Information Treasury Case Number: Bank Ref Number: 2007-04909 Issue Date: Rate Table Date: 08/15/2007 08/07/2007 Issue Amount: Status: $493,838.00 Complete State or Local Government Body Underlying Bond Issue: City of Miami Beach Cash Defeasance of A.. Resort Tax Revenue Refunding Bonds, Series 1996 Taxpayer Identification Number: 59-6000372 CITY OF MIAMI BEACH 1700 CONVENTION CENTER DRIVE ,,,,, MIAMI BEACH, FL 33139 Contact: Telephone: Fax: E-Mail: Trustee Bank ABA Routing Number: 091000022 U 5 Bank Corporate Trust Services 60 Livingston Avenue Mail Code EP-MN-WS3C St Paul, MN 55107 Contact: MICHAEL C. DALY Telephone: 305-350-1738 Fax: E-Mail: michael.daly3@usbank.com ,~. Financial Institution Managing (ACH) Payments ABA Routing Number: 091000022 ACH Payment Instructions: U S Bank Corporate Trust Services Account Name: BNF SLGS SETTLEMENT 60 Livingston Avenue Account Number: 173100077762 Mail Code EP-MN-WS3C Account Type: Checking ... St Paui, MN 55107 ABA Routing Number: 091000022 Contact: JOHN KOSMERL Telephone: 651-495-3001 Fax: E-Mail: ~., .. "- U.S. TREASURY SECURITIES Date: 8/7/2007 ~~ Subscription Review ~--o ; , ~__ Financial Institution Transmitting Funds for Purchase ABA Routing Number: 091000022 U.S. BANK, NATIONAL ASSOCIATION Contact: JOHN KOSMERL .~+ Telephone: 651-495-3001 Fax: E-Mail: Subscriber ,w. ABA Routing Number or TIN: 091000022 US Bank, NA 200 S. Biscayne Blvd. Suite 1870 Miami, FL 33131 ,,,~, Contact: CARIDAD M GONZALEZ Telephone: 305-350-1739 Fax: 305-350-1746 E-Mail: caridad.gonzalez@usbank.com ~.. Viewers ,.., .. .. ~. .. .~. ~. ~, ,KgtinapRr «~ ~. BLIC 9f' U.S. TREASURY SECURITIES Subscription Review Issue Information Treasury Case Number: Bank Ref Number: 2007-04909 Issue Date: Rate Table Date: 08115/2007 08/07/2007 Issue Amount: Status: $493,838.00 Complete Schedule of SLGS Securities Security Number Principal Amount Interest Rate Maturity Date First Interest Payment 1 $333,391.00 4.95 10/01/2007 -- 2 $1,146.00 4.79 10/01 /2008 10/01 /2007 3 $1,200.00 4.51 10/01 /2009 10/01 /2007 4 $1,255.00 4.5 10/01 /2010 10/01 /2007 5 $1,313.00 4.52 10/01/2011 10/01/2007 6 $1,374.00 4.55 10/01 /2012 10/01 /2007 7 $1,439.00 4.59 10/01/2013 10/01 /2007 8 $1,506.00 4.62 10!01 /2014 10/01 /2007 9 $1,578.00 4.66 10/01 /2015 10/01 /2007 10 $1,653.00 4.7 10/01 /2016 10/01 /2007 11 $21,938.00 4.73 10/01 /2017 10/01 /2007 12 $23,147.00 4.79 10/01 /2018 10/01 /2007 13 $23,857.00 4.86 10101 /2019 10/01 /2007 14 $25,038.00 4.92 10/01 /2020 10/01 /2007 15 $26,196.00 4.95 10/01/2021 10/01 /2007 16 $27,807.00 4.97 10/01 /2022 10/01 /2007 Date: 8/7/2007 ,r.. CITY OF MIAMI BEACH, FLORIDA DEFEASANCE OF THE RESORT TAX REVENUE REFUNDING BONDS SERIES 1996 ,. ,.. ~• CAUSEY DEMGEN & MOORE INC. Certified Public Accountants and Consultants .~... August 15, 2007 .. City of Miami Beach, Florida 1700 Convention Center Drive Miami Beach, Florida 33139 RBC Capital Markets 100 Second Avenue South St. Petersburg, Florida 33701 Suite 4650 1801 California Street Denver, Colorado 80202-2681 Telephone: (303) 296-2229 Facsimile: (303) 296-3731 www.cdmcpa.com Squire, Sanders & Dempsey L.L.P. 200 South Biscayne Boulevard Miami, Florida 33131 We have completed our engagement to verify the mathematical accuracy of (a) the computations relating to the adequacy of cash plus U.S. Treasury Securities to be held in escrow to pay the debt service requirements of the Resort Tax Revenue Refiuiding Bonds, Series 1996 (herein referred to as the "Defeased Bonds") issued by the City of Miami Beach, Florida (herein referred to as the "City"), and (b) the computations of the yield on the U.S. Treasury Securities purchased to defease the Defeased Bonds. Our verification was performed solely on the information contained in certain schedules of proposed transactions provided by RBC Capital Markets (herein referred to as the "Financial Advisor"). In the course of our engagement to verify the mathematical accuracy of the computations in the schedules provided to us, we prepared Exhibits A through C-3 attached hereto and made a part hereof The scope of our engagement consisted of performing the procedures described herein. These procedures were performed in a manner that we deem to be appropriate. "` The accompanying exhibits of proposed transactions were prepared on the basis of assumptions underlying the computations and in accordance with the procedures described herein. We did not independently confirm the information used with outside parties. OUR UNDERSTANDING OF THE TRANSACTION The City intends to defease the Defeased Bonds on August 15, 2007. The City will contribute available funds (herein referred to as the "Cash Contribution") which, together with monies to be contributed from the Interest Account and the Principal Account for the Defeased Bonds (herein referred to as the "DSF Contribution") and the Debt Service Reserve Account for the Defeased „F Bonds (herein referred to as the "DSRF Contribution") will be used to purchase U.S. Treasury Securities and to provide cash, which will be placed into an escrow account to defease the Defeased Bonds. CDM City of Miami Beach, Florida August 15, 2007 ~. Page 2 The Escrow Agent will pay the debt service requirements of (1) those Defeased Bonds maturing on October 1, 2007 through and including October 1, 2016, on October 1, 2007 and will redeem those Defeased Bonds maturing on October 1, 2008 through and including October 1, 2016, at a redemption price equal to 101% of par, on October 1, 2007, and (2) those Defeased Bonds maturing or subject to mandatory sinking fund redemption on October 1, 2017 and thereafter on each scheduled payment date through and including October 1, 2022 without optional redemption prior to maturity. .~., ESCROW ACCOUNT TRANSACTIONS We verified the mathematical accuracy of the accompanying calculations of the escrow account transactions proposed to advance refund the Defeased Bonds. The presently outstanding debt service requirements of the Defeased Bonds will be satisfied by the ~. purchase of U.S. Treasury Securities (as described in Exhibit A-4) plus $5.16 in cash. The securities and cash will be placed in an irrevocable escrow account and held therein until the Defeased Bonds are redeemed or paid as previously described. We read a copy of the Official Statement for the Defeased Bonds insofar as these obligations are described with respect to principal outstanding, interest rates, interest payment dates, maturity dates, and redemption provisions. We assumed this document to be accurate and all debt service payments on the Defeased Bonds to be current as of August 15, 2007. We compared the above information set forth in the Official Statement with the related information contained in the schedules provided to us and found the information to be consistent. We compared the subscribed interest rates of the U.S. Treasury Securities (State and Local Government Series) to be purchased and placed in escrow with the maximum allowable interest rates as published in the SLGS Securities Daily Rate Table by the Bureau of the Public Debt for August 7, 2007 and found the subscribed rates to be less than or equal to the maximum allowable rates that were in effect on the subscription date for each respective maturity date. Based on the procedures and information set forth above, the computations provided to us and represented in Exhibits A through B, which indicate that the cash and securities proposed to be placed in escrow by the City will produce the amounts necessary to provide for the timely payment of the proposed debt payment schedule on the Defeased Bonds, are mathematically correct. ~. BLENDED YIELD ON THE INVESTMENT IN THE ESCROWED OBLIGATIONS We verified the mathematical accuracy of the accompanying computation of the blended yield on the investment in the escrowed U.S. Treasury Securities based on an assumed settlement date of ,., August 15, 2007 and a purchase price of $3,331,680.00. For purposes of this calculation, yield is defined as the rate of interest which, using the assumptions and procedures set forth herein, discounts the cash receipts from the escrowed securities to an amount equal to the purchase price of the escrowed securities. The computations were made using a 360-day year with interest ,~., Miami Beach 139699_1.DDC ~. City of Miami Beach, Florida August 15, 2007 Page 3 compounded semi-annually and were based on the dates the funds are to be received in the escrow account, and assume that all cash balances are not reinvested. ~" We read a copy of the Form 8038-G for the Defeased Bonds insofar as it describes the yield on the Defeased Bonds. Based upon the procedures and information set forth above, the computations provided to us and represented in Exhibit C, which indicate that the blended yield on all of the escrowed securities is „~, 4.87694% (which is less than the yield of 5.7.6229% on the Defeased Bonds), are mathematically correct. YIELD ON THE INVESTMENT 1N THE ESCROWED OBLIGATIONS PURCHASED WITH THE DSF CONTRIBUTION .~ We verified the mathematical accuracy of the accompanying computation of the yield on the investment in the escrowed U.S. Treasury Securities purchased with the DSF Contribution based on an assumed settlement date of August 15, 2007 and a purchase price of $188,940.00. For purposes of this calculation, yield is defined as the rate of interest which, using the assumptions and procedures set forth herein, discounts the cash receipts from the escrowed securities to an amount ~. equal to the purchase price of the escrowed securities. The computations were made using a 360- day year with interest compounded semi-annually and were based on the dates the funds are to be received in the escrow account, and assume that all cash balances are not reinvested. We read a copy of the Form 8038-G for the Defeased Bonds insofar as it describes the yield on the ~„ Defeased Bonds. Based upon the procedures and information set forth above, the computations provided to us and represented in Exhibit C-1, which indicate that the yield on the escrowed securities purchased with the DSF Contribution is 5.02094% (which is less than the yield on the Defeased Bonds), are mathematically correct. ,~, YIELD ON THE INVESTMENT IN THE ESCROWED OBLIGATIONS PURCHASED WITH THE DSRF CONTRIBUTION We verified the mathematical accuracy of the accompanying computation of the yield on the ~- investment in the escrowed U.S. Treasury Securities purchased with the DSRF Contribution based on an assumed settlement date of August 15, 2007 and a purchase price of $304,898.00. For purposes of this calculation, yield is defined as the rate of interest which, using the assumptions and procedures set forth herein, discounts the cash receipts from the escrowed securities to an amount equal to the purchase price of the escrowed securities. The computations were made using a 360- day year with interest compounded semi-annually and were based on the dates the funds are to be received in the escrow account, and assume that all cash balances are not reinvested. We read a copy of the Form 8038-G for the Defeased Bonds insofar as it describes the yield on the Defeased Bonds. ,,,s,, Miami Beach 139899_1.DOC City of Miami Beach, Florida August 15, 2007 Page 4 Based upon the procedures and infornation set forth above, the computations provided to us and represented in Exhibit C-2, which indicate that the yield on the escrowed securities purchased with ^"` the DSRF Contribution is 4.87687% (which is less than the yield on the Defeased Bonds), are mathematically correct. YIELD ON THE INVESTMENT IN THE ESCROWED OBLIGATIONS PURCHASED WITH THE CASH CONTRIBUTION .. We verified the mathematical accuracy of the accompanying computation of the yield on the investment in the escrowed U.S. Treasury Securities purchased with the Cash Contribution based on an assumed settlement date of August 15, 2007 and a purchase price of $2,837,842.00. For purposes of this calculation, yield is defined as the rate of interest which, using the assumptions and procedures set forth herein, discounts the cash receipts from the escrowed securities to an amount equal to the purchase price of the escrowed securities. The computations were made using a 360- day year with interest compounded semi-annually and were based on the dates the funds are to be received in the escrow account, and assume that all cash balances are not reinvested. We read a copy of the Form 8038-G for the Defeased Bonds insofar as it describes the yield on the Defeased Bonds. Based upon the procedures and information set forth above, the computations provided to us and represented in Exhibit C-3, which indicate that the yield on the escrowed securities purchased with the Cash Contribution is 4.87670% (which is less than the yield on the Defeased Bonds), are ,,,,, mathematically correct. USE OF THIS REPORT It is understood that this report is solely for the information of and assistance to the addressees hereof in connection with. the above referenced transaction and is not to be used, relied upon, "` circulated, quoted or otherwise referred to for any other purpose without our written consent, except that (i) the report may be used in its entirety as an exhibit to the escrow agreement for the Defeased Bonds, (ii) the report may be relied upon by Bond Counsel in connection with its opinions concerning the Defeased Bonds, (iii) the report may be relied upon by any rating agency or bond insurer that shall have rated or insured or that will rate or insure the Defeased Bonds, and (iv) the ~- report may be relied upon by the Escrow Agent for the Defeased Bonds. The scope of our engagement is deemed by the addressees hereto to be sufficient to assist such „~ parties in evaluating the mathematical accuracy of the various computations cited above. The sufficiency of this scope is solely the responsibility of the specified users of this report and should not be taken to supplant any additional inquiries or procedures that the users would undertake in their consideration of the transaction described herein. We make no representation regarding the sufficiency of the scope of this engagement. This report should not be used by any party who does ,,,., Miami Beach 139899_1.DOC City of Miami Beach, Florida August 15, 2007 Page 5 not agree to the scope set forth herein and who does not take responsibility for the sufficiency and appropriateness of such scope for their purposes. We have no obligation to update this report because of events, circumstances, or transactions occurring subsequent to the date of this report. Very truly yours, ~. .~ ~. r- Miami Beach 139699 1.DOC CITY OF MIAMI BEACII, FLORIDA .+. DEFEASANCE OF THE RESORT TAX REVENUE REFUNDING BONDS SERIES 1996 ESCROW ACCOUNT CASH FLOW AS OF AUGUST 75, 2007 ,.. EXHIBIT A ate Total Cash Receipt From U.S. Treasury Security Purchased With the DSF Contribution (Exhibit A-I) Total Cash Receipts From U.S. Treasury Securities Purchased With the DSRF Contribution (Exhibit A-2) Total Cash Receipts From U.S. Treasury Securities Purchased With the Cash Contribution Exhibit A-3) Total Cash Receipts From U.S. Treasury Securities ash Disbursements From Escrow {Exhibit B) ash Balance Beginning $5.16 Balance: `` Ot-Oct-07 $190,141.01 $146,369.64 $1,357,365.42 $1,693,876.07 $1,693,878.13 3.10 Ol-Apr-08 3,895.33 42,041.99 45,937.32 45,937.50 2.92 Ol-Oct-08 5,041.33 40,895.98 45,937.31 45,937.50 2.73 01-Apr-09 3,867.88 42,069.47 45,937.35 45,937.50 2.58 01-Oct-09 5,067.88 40,870.34 45,938.22 45,937.50 3.30 Ol-Apr-10 3,840.82 42,096.30 45,937.12 45,937.50 2.92 O1-Oct-10 5,095.82 40,841.44 45,937.26 45,937.50 2.68 "'' Ol-Apr-11 3,812.58 42,125.67 45,938.25 45,937.50 3.43 01-Oct-11 5,125.58 40,812.09 45,937.67 45,937.50 3.60 01-Apr-12 3,782.91 42,154.56 45,937.47 45,937.50 3.57 O1-Oct-12 5,156.91 40,780.29 45,937.20 45,937.50 3.27 Ol-Apr-13 3,751.65 42,186.44 45,938.09 45,937.50 3.86 O1-Oct-13 5,]90.65 40,746.00 45,936.65 45,937.50 3.01 01-Apr-14 3,718.62 42,219.18 45,937.80 45,937.50 3.31 ""` O1-Oct-14 5,224.62 40,713.11 45,937.73 45,937.50 3.54 O1-Apr-15 3,683.83 42,254.13 45,937.96 45,937.50 4.00 Ol-Oct-15 5,261.83 40,675.52 45,937.35 45,937.50 3.85 O1-Apr-I6 3,647.06 42,290.70 45,937.76 45,937.50 4.11 O1-Oct-16 5,300.06 40,636.97 45,937.03 45,937.50 3.64 Ol-Apr-17 3,608.21 42,328.80 45,937.01 45,937.50 3.15 01-Oct-17 25,546.21 230,391.75 255,937.96 255,937.50 3.61 a. O1-Apr-18 3,089.38 36,285.41 39,374.79 39,375.00 3.40 Ol-Oct-18 26,236.38 238,138.61 264,374.99 264,375.00 3.39 O1-Apr-19 2,535.01 29,809.05 32,344.06 32,343.75 3.70 01-Oct-19 26,392.01 240,951.89 267,343.90 267,343.75 3.85 Ol-Apr-20 1,955.28 23,044.31 24,999.59 25,000.00 3.44 Ol-Oct-20 26,993.28 248,006.54 274,999.82 275,000.00 3.26 O1-Apr-21 1,339.35 15,848.46 17,187.81 17,187.50 3.57 r. Ol-Oct-21 27,535.35 254,652.40 282,187.75 282,187.50 3.82 O1-Apr-22 691.00 8,215.44 8,906.44 8,906.25 4.U1 O1-Oct-22 28,498.00 265,407.45 293,905.45 293,906.25 3.21 $190,141.01 $401,254.46 $3,736,855.71 $4,328,251.]8 $4,328,253.13 ,.. ,., CITY OF MIAMI BEACH, FLORIDA DEFEASANCE OF THE RESORT TAX REVENUE REFUNDING BONDS SERIES 1996 ... CASH RECEIPT FROM THE ESCROWED SECURITY PURCHASED WITH THE DSF CONTRIBUTION AS OF AUGUST l 5, 2007 EXHIBIT A-I 5188,940.00 ~ 4.950000% Total Payment SLCS (7) Cash Date Ol-Oct-07 Receipts _ O l -Oct-07 $190,141.01 $190,141.01 $190,141.01 $190,141.01 .+~ (1) U.S. Treasury Certificate of Indebtedness (State and Local Government Series). .~. ,... .., .... ~.. a H W per .M A sn. .rw ~O n wni m m oo m P V b~ f! m m O O N N n n 0 0 f! N n wbi 8 0 C n b 8 ! P V v! i vi n mgw ~:°N~„~ha~~NaN~r~<f n n Hua n i n n nhn~n~,n~ f, ~~ V ~ H 0 0 °oo e $ o 0 o g g S g g o$ o o°°, o o$ 0 8 0 °o, o 0 0 8 o g g$ o e 8 P N R y O ~ o , a ~ O~ w b b b b b ~D b b b ~D ~O ~O !O b ~O b d b b b b b ~O b b~ b b ~ ~8 n_ .y P O h L N N h Vt Vi N h N ~~ M M n n n m n M M n n n M ~' b m m n m m fC p^p pY m 1t m m pC. pT. m pp~ cp m 10 ~ K ~ `~ b !O b d b b b Oo b b b b b O .y ~~ Q VJ N e ~ b b ~O b J ~O H b b b~ b b ~ N g! L! H a Vl ' Q n a O~ P On. P O~ a s O. P On. P P O~ T i v~ vi vi vi vi vi vi vi vi vi v~ Vi vi C v py C ~ a T _ ~O ~O b ~D b b t0 ~D ~D ~O b b b ~O !O b !O !O ~O ~D !O ~O ~D V b M P h . w Q w N 8 s N P 8h= r~~ nn nnnn n nn O. r ~ r ~ r ~ N T O! T P P O. P P T N~ N Q ^^ P ^ m P P O. O. OQ P ^ n ^ N h r b h h h h N h h h b h h h h h N h b h N N w ~ g~ N_ m W ~~ r r_ ~ r n a ~ N y U h o v! ~n ~n v, .n vi r v, ~ .. o Q N ~ ~ H < ~ n N ~ r ~., r ~., n h ~.. N r rv 8 ~ ~ ` ~ ` l"f P ~ C H ~ v! Vl Vt v! v1 N v! of !n N of vi h !n N v~ of rv a h ~ O n O N ~ Q O ~~ b S y R a P M n n n n n n n n n n n n n n n w ~ ~ a r+ ' o ~~~ 308 8~~~ ~„~ OUw gV .. ~~ ~~~~~ ~~~~~ a~~.ro eTn~nnlO whin nice n n ~ ~~ °t g d Q U w e w n n n p W V i j ~ Vz ^ ~ ~,.TWS7, W .7. NWT t'~~ g C.°, V a O~' a^a^o, an~~rn~a °e w nn nnnnnnnn n ~ Q t is; O G~ po~ ~3< .i7,e N N< °e e ~.^. U a Uq vo 00000000000 l ~ ~ C1 W w n n n n n n n n n n n e a a ~~ =„yR _ - y 6 „ ~ ~ U _ 8 ~8 ~~ r°n4~ jg O N N n N N N N N N N e K..fnnnnnnnn~ _ ~ ~ M V O • C.. N ... ~ ~ y Q b ~D qrq !O `O ~D b b b N N N N P N N tV w n ~ a - $c N o_ ui O N :. h V ~ ~ y O~ V W N N rv N N NhN a ^ e° j ~°~ 4 g rn~~oo a b r r $ V „ N ~ _ N r w M S' C~{ e y e E4 V o a o '" N .. n NQ r w eT _ w p 0 0 O O O O O~~ N N n n y~~~ b b r" ~ m m O. O~ N N N N N N E= ~f ~~~'~<°dr, e°c~a°c~2'~a~e°~~'~¢°~ia~a~f ¢°~a`c~a°~i 0. Q o 0 0 0 O O O O o O O o o O o O O o O p o o O o O O O O O O O C E ^ c •c (7 rn E ~ E ~~ J '~ a n 5 `" ~. v 0 0 O 0 U Z rz >> ~~ F H ~~ A4. e{~ eh ~.. ,.. ~~ e` m z i u W F Y ~~0. < m ~ s ~ U C a Z H rl 4 ~ ~ p U 8 VOW ~ ~j4 r• CG y~ F ~Z~ W S``U <2>WW t~.yl ~~ < AIL kK ~C VOA ~ G ~( h G h ~ °~ u .~ ~~ ~~ u g;e~ '~" °g y - - - - - - - - - - g ~'R ~y~~----------=~ gi'~ ~<~ o;~~ e: ~.. s~U~o_^oryo n h . _ O „ o~ .. ~ h m m m $ $U G '°e$~ore~~ u 4r w < w - ~ ~ - e w "~! e ~~~~~=====n $~'~ em ~ ~ N ` w . . ~ e:»§°aooo e O y (~ M ~ D s~~^^ ~ ~ _ '° 8a=~~^ ~~~~~_< g N Q b ~ y o T ~ 4yy m h~~q~ Z ~ w o ~ n 4 9 9~~ e `" {. 11 x =y« pax,.g~gO~ye~o~gx~(g~yg~ax~~g~oC~~~~~ ~ 'fi y c~ ~$ N o ~pp. 9 m B o h F 7 ? ,f. ~. <= ~~ am s~ ... .. A11~. ... M h A a~em~m ~$-- ^=aoo= - aNN+o rci"~_ << « <.....<.<.<< ~ ~ « r ry o.g'~.. _~~ N ~ a~~~a~~~~a~aa~a~aa~~~~~~aa~a~a w a a V a< e v a a t~ a W a a a a~~ a a r ~~~ a N N _ r, O~ H ', e e U L n b P P P P m P P T~ P g. P P a P P ~. a ~. n P a ~. a P _ a~~R~~ RR~RRR~&~Raa~a&a ~g a q Vi N~ n ~r - N r h v~ n r v~ n h r n r vi r vt n r n r N 8~ m~g$$B$o og~og$og$~o o~g '$;< w-mmmmmm~mmAmmm~~mmmmmmmmm- ~, S : ~ m o 0 _' $ N ~ ~ v~ ~n n ~n vi .n r r v~ .n ~n n .n n v. v~ v~ r n r h vi r. g ~ N h H Z N R .a < y ai N., M _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ y s ~ c `.. C ~ _ _ _ _ _ _ _ _ _ g n:H9 °wo 3 r~r ~m o a H OUg _ M' ~ ~~..,r..,ri~~~h~~.,.,~~r~~ "' V9vi Sm Upp3 ~ y~ OO L`P w ~ ~ (~j W V ge vim' m 'a ~~~ ;s '" ___ ____ _ _ _ __.__ __ ---- x ~ ~ : e g~~ Ito I- S~'y ry ~ r N U $ o; r~ sg~~ P :- <a~....e..<.:<.~ ~ o~:ff~« N v r S ooze .. _ _ _ _ _ _ _ _ _ _ O N ~O _ r N N N h M e ~ n N~ N N N N N N N N N N N m o ~ r _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ a d o .. m $ g ~ . nee c u - - _ _ - - ' _ a y4y~~4554~~_~yy y,tt~ yy~~ }}~~ yy $}_~-y~~_y_~_y_t_g_ ~j ,yvt Y}.yV~.~,,t.~~ y<~~~~ y g y g y~ y g Y< Y< Y~ Y g Y g Y ?~ Y_ 4 Y g Y 0 0 0 o e o 0 o o 0 - r t ~ o 0 0 0 0 e o e o e o e 0 EXHIBIT A-4 CITY OF MIAMI BEACH, FLORIDA DEFEASANCE OF THE RESORT TAX REVENUE REF UNDING BO NDS SEKIES 1996 ~ DESCRIPTION OF THE ESCROWED SECURITIES AS OF AUGUST I5, 2007 Settlement Maturity Par Coupon Total T e Date Date Amount Rate Price Cost ,.~ Security Purchased With the DSF Contribution: SLGS 15-Aug-07 01-Oc[-07 $188,940.00 4.950% 100.000000% $188,940.00 Securities Purchased With the DSRF Contribution: SLGS 15-Aug-07 O1-Oct-07 $144,451.00 4.950% 100.000000% $]44,451.00 ,«. SLGS 15-Aug-07 Ol-Oct-08 1,146.00 4.790% 100.000000°/u 1,14 . SLGS 15-Aug-07 Ol-Oct-09 1,200.00 4.510% 100.000000% 1,200.00 SLGS 15-Aug-07 O1-Oct-10 1,255.00 4.500% 100.000000% 1,255.00 SLGS 15-Aug-07 O1-Oct-ll 1,313.00 4.520% 100.000000% 1,313.00 SLGS 15-Aug-07 O1-Oct-IZ 1,374.00 4.550% 100.000000% 1,374.00 SLGS 15-Aug-07 O1-Oct-13 1,439.00 4.590% 100.000000% 1,439.00 SLGS 1$-Aug-07 O1-0ct-14 1,506.00 4.620% 100.000000% 1,506.00 SLGS 15-Aug-07 O1-Oct-15 1,578.00 4.660% 100.000000% 1,578.00 ,°~ SLGS 15-Aug-07 O1-Oct-16 1,653.00 4.700% 100.000000% 1,653.00 SLGS 15-Aug-07 O1-Ot[-17 21,938.00 4.730% 100.000000% 21,938.00 SLGS 15-Aug-07 O1-0ct-18 23,147.00 4.790% 100.000000% 23,147.00 SLGS IS-Aug-07 OI-Oct-19 23,857.00 4.860% 100.000000% 23,857.00 SLGS 15-Aug-07 01-0ct-20 25,038.00 4.920% 100.000000% 25,038.00 SLGS IS-Aug-07 U1-0ct-21 26,196.00 4.950% 100.000000% 26,196.00 SLGS 15-Aug-07 O1-0ct-22 27,807.00 4.970% 100.000000% 27,807.00 ,,,, $304,898.00 $304,898.00 Securities Purchased With the Cash Contribution: SLGS 15-Aug-07 O1-0c[-07 $1,339,543.00 4,950% 100.000000% $1,339,543.00 SLGS 15-Aug-07 O1-Apr-08 5,628.00 4.920% 100.000000% 5,628.00 SLGS 15-Aug-07 01-Oct-0B 4,656.00 4.790% 100.000000% 4,656.00 SLGS 15-Aug-07 Ol-Apr-09 5,941.00 4.650% 100.000000% 5,941.00 " SLGS 15-Aug-07 O1-Oct-09 4,880.00 4.510% 100.000000% 4,680.00 SLGS 15-Aug-07 01-Apr-]0 6,216.00 4.500°/ 100.000000% 6,216.00 SLGS l5-Aug-07 Ol-Oct-10 5,101.00 4.500% 100.000000% 8,101.00 SLGS IS-Aug-07 01-Apr-I1 6,500.00 4.510% 100.000000% 6,500.00 SLGS IS-Aug-07 Ol-Oct-I1 5,333.00 4.520% 100.000000% 5,333.00 SLGS 15-Aug-07 O1-Apr-12 6,796.00 4.540% 100.000000% 6,796.00 SLGS IS-Aug-07 O1-Oct-12 5,576.00 4.550% 100.000000% 5,576.00 SLGS 15-Aug-07 Ol-Apr-13 7,109.00 4.570% 100.000000% 7,109.00 ..., SLGS IS-Aug-07 01-Oct-13 5,831.00 4.590% 100.000000% 5,831.00 SLGS (5-Aug-07 Ol-Apr-14 7,438.00 4.600% 100.000000% 7,438.00 SLGS 15-Aug-07 O1-Oct-l4 6,103.00 4.620% 100.000000% 6,103.00 SLGS 15-Aug-07 O1-Apr-15 7,785.00 4.640% 100.000000% 7,785.00 SLGS 15-Aug-07 0I-Oct-15 6,387.00 4.660% 100.000000% 6,387.00 SLGS 15-Aug-07 O 1-Apr-16 8,1 S 1.OD 4.680% 100.000000% 8,151.00 SLGS 15-Aug-07 Of-Oct-16 6,688.00 4.700% 100.000000% 6,688.00 .. SLGS I$-Aug-07 01-Apr-17 8,537.00 4.710% 100.000000% 8,537.00 SLGS I$-Aug-07 01-Oct-17 196,80L00 4.730% 100.000000% 196,801.00 SLGS IS-Aug-07 01-Apr-IS 7,349.00 4.730% 100.000000% 7,349.00 SLGS IS-Aug-07 O1-Ott-IB 209,376.00 4.790% 100.000000% 209,376.00 SLGS 15-Aug-07 O1-Apr-19 6,061.00 4.790% !00.000000% 6,061.00 SLGS l5-Aug-07 O1-0ct-19 217,34'J.00 4.860% 100.000000% 217,349.00 SLGS I$-Aug-07 0l-Apr-20 4,723.00 4.860% 100.000000% 4,723.00 SLGS IS-Aug-07 O1-Oct-20 229,800.00 4.920% 100.000000% 229,800.00 ,.+ SLGS 15-Aug-07 01-Apr-21 3,295.00 4.920% 100.000000% 3,295.00 SLGS l5-Aug-07 O1-Oct-21 242,180.00 4.950% 100.000000% 242,180.00 SLGS 15-Aug-07 DI-Apr-22 1,737.00 4.950% 100.000000% 1,737.00 SLGS 15-Aug-07 Ol-Oct-22 258,972.00 4.970% 100.000000% 258,972.00 52,837,842.00 $2,837,842.00 ®+ $3,331,680.00 $3,331,680.00 ,,, CITY OF MIAMI BEACH, FLORIDA DEFEASANCE OF THE RESORT TAX REVENUE REFUNDING BONDS SERIES 1996 ESCROW ACCOUNT DISBURSEMENT REQUIREMENTS FOR THE DEFEASED BONDS AS OF AUGUST 15, 2007 EXHIBIT B Payment For ,,,. Payment Maturing Principal Date Rate Princi al Redeemed Interest Premium Total O1-Oct-07 Various $1,590,000.00 $89,228.13 $14,650.00 $],693,878.13 O 1-Apr-08 45,937.50 45,937.50 O 1-Oct-08 45,937.50 45,937.50 O1-Apr-09 45,937.50 45,937.50 OI -Oct-09 45,937.50 45,937.50 O1-Apr-]0 45,937.50 45,937.50 O1-Oct-10 45,93 7.50 45,937.50 O1-Apr-1 1 45,937.50 45,937.50 01-Oct-11 45,937.50 45,937.50 01-Apr-12 45,937.50 45,937.50 O1-Oct-12 45,937.50 45,937.50 ,,., O1-Apr-13 45,937.50 45,937.50 O1-Oct-13 45,937.50 45,937.50 O1-Apr-14 45,937.50 45,937.50 O1-Oct-14 45,937.50 45,937.50 O1-Apr-15 45,937.50 45,937.50 01-Oct-15 45,937.50 45,937.50 O 1-Apr-16 45,937.50 45,937.50 """ O1-Oct-16 45,93 7.50 45,93 7.50 O 1-Apr-17 45,937.50 45,93 7.50 Ol-Oct-17 6.250% $210,000.00 45,937.50 255,937.50 O 1-Apr-18 39,375.00 39,375.00 O1-Oct-l8 6.250% 225,000.00 39,375.00 264,375.00 O1-Apr-19 32,343.75 32,343.75 ,,., O1-Oct-19 6.250% 235,000.00 32,343.75 267,343.75 O 1-Apr-20 25,000.00 25,000.00 01-Oct-20 6.250% 250,000.00 25,000.00 275,000.00 O 1-Apr-21 17,187.50 17,187.50 O1-Oct-21 6.250% 265,000.00 17,187.50 282,]87.50 O 1-Apr-22 5,906.25 8,906.25 O1-Oct-22 6.250% 285,000.00 8,906.25 293,906.25 ~"` $1,470,000.00 $1,590,000.00 $1,253,603.13 $14,650.00 $4,328,253.13 .- ,,, CITY OF MIAMI BEACH, FLORIDA DEFEASANCE OF THE RESORT TAX REVENUE REFUNDING BONDS SERIES 1996 EXHIBIT B-1 DEBT SERVICE REQUIREMENTS FOR THE DEFEASED BONDS ASSUMING NO OPTIONAL REDEMPTIONS PRIOR TO MATURITY AS OF AUGUST 15, 2007 (FOR INFORMATIONAL PURPOSES ONLY) .. Payment Payment For Total Debt Date Rate Principal Interest Payment Ol-Oct-07 5.200% $125,000.00 $89,228.13 $214,228.13 O1-Apr-08 85,978.13 85,978.13 O1-Oct-08 5.250% 130,000.00 85,978.13 215,978.13 O1-Apr-09 82,565.63 82,565.63 "' Ol-Oct-09 5.375% 135,000.00 82,565.63 217,565.63 01-Apr-10 78,937.50 78,937.50 Ol-Oct-10 5.500% ]45,000.00 78,937.50 223,937.50 O1-Apr-ll 74,950.00 74,950.00 O1-Oct-11 5.500% 155,000.00 74,950.00 229,950.00 O1-Apr-12 70,687.50 70,687.50 ,^„ O1-Oct-12 5.500% 160,000.00 70,687.50 230,687.50 O1-Apr-13 66,287.50 66,287.50 O]-Oct-13 5.500% 170,000.00 66,287.50 236,287.50 O1-Apr-14 61,612.50 61,612.50 O1-Oct-l4 5.500% 180,000.00 61,612.50 241,612.50 O1-Apr-15 56,662.50 56,662.50 O1-Oct-l5 5.500% 190,000.00 56,662.50 246,662.50 O1-Apr-16 51,437.50 51,437.50 Ol-Oct-16 5.500% 200,000.00 51,437.50 251,437.50 O1-Apr-17 45,937.50 45,937.50 Ol-Oct-17 6.250% 210,000.00 45,937.50 255,937.50 Ol-Apr-IS 39,375.00 39,375.00 O]-Oct-18 6.250% 225,000.00 39,375.00 264,375.00 ,,,,., O1-Apr-19 32,343.75 32,343.75 O1-Oct-19 6.250% 235,000.00 32,343.75 267,343.75 O1-Apr-20 25,000.00 25,000.00 OI-Oct-20 6.250% 250,000.00 25,000.00 275,000.00 O l -Apr-21 17,187.50 17, 187.50 Ol-Oct-2] 6.250% 265,000.00 17,187.50 282,187.50 Ol-Apr-22 8,906.25 8,906.25 '`"° Ol-Oct-22 6.250% 285,000.00 8,906.25 293,906.25 $3,060,000.00 $1,684,965.65 $4,744,965.65 ... ... ,. CITY OF MIAMI BEACH, FLORIDA DEFEASANCE OF THE RESORT TAX REVENUE REFUNDING BONDS SERIES 1996 ESCROW YIELD CALCULATION A5 OF AUGUST 15, 2007 ..... .. ,~. .~., .. EXHIBIT C Total Cash Present Value at Receipts From August 15, 2007 U.S. Treasury Using aSemi-Annually Securities Compounded Yield of Date (Exhibit A) 4.87694% O1-Oct-07 $1,693,876.07 $1,683,479.14 O1-Apr-08 45,937.32 44,568.57 Ol-Oct-OS 45,937.31 43,507.64 O1-Apr-09 45,937.35 42,472.01 O1-Oct-09 45,938.22 41,461.79 O1-Apr-10 45,937.12 40,473.85 Ol-Oct-10 45,937.26 39,510.53 O1-Apr-11 45,938.25 38,570.84 O1-Oct-11 45,937.67 37,652.22 O1-Apr-12 45,937.47 36,755.78 O1-Oct-12 45,937.20 35,880.62 O1-Apr-13 45,938.09 35,027.19 O1-Oct-13 45,936.65 34,192.33 O1-Apr-14 45,937.80 33,379.24 O1-Oct-]4 45,937.73 32,584.62 01-Apr-15 45,937.96 31,809.13 O1-Oct-15 45,937.35 31,051.53 OI-Apr-16 45,937.76 30,3]2.64 O1-Oct-16 45,937.03 29,590.60 01-Apr-17 45,937.01 28,886.21 01-Oct-17 255,937.96 157,]08.43 Ol-Apr-18 39,374.79 23,595.00 O1-Oct-18 264,374.99 154,653.24 O1-Apr-19 32,344.06 18,470.14 O1-Oct-19 267,343.90 149,033.13 01-Apr-20 24,999.59 13,604.49 01-Oct-20 274,999.82 146,089.44 Ol -Apr-21 17,187.81 8,913.41 O1-Oct-21 282,187.75 142,855.98 O1-Apr-22 8,906.44 4,401.51 Ol-Oct-22 293,905.45 141,788.75 $4,328,251.18 $3,331,680.00 Total Cost of Securities $3,331,680.00 ,.. EXHIBIT C-1 ,,, CITY OF MIAMI BEACH, FLORIDA DEFEASANCE OF THE RESORT TAX REVENUE REFUNDING BONDS SERIES 1996 ESCROW YIELD CALCULATION FOR SECURITIES PURCHASED WITH THE DSF CONTRIBUTION AS OF AUGUST 15, 2007 Total Cash ,,, Receipts From U.S. Treasury Securities Present Value at Purchased With August 15, 2007 the DSF Using aSemi-Annually Contribution Compounded Yield of Date (Exhibit A) 5.02094% ""' O1-Oct-07 $190,141.01 S 188,940.00 $190,141.01 $188,940.00 Total Cost of Securities Purchased with the DSF Contribution: $188,940.00 ,,~. «« EXHIBIT C-2 „~ CITY OF MIAMI BEACH, FLORIDA DEFEASANCE OF THE RESORT TAX REVENUE REFUNDING BONDS SERIES 1996 ESCROW YIELD CALCULATION FOR SECURITIES PURCHASED WITH THE DSRF CONTRIBUTION AS OF AUGUST 15, 2007 Total Cash Receipts From U.S. Treasury Securities Present Value at Purchased With August 15, 2007 the DSRF Using aSemi-Annually Contribution Compounded Yield of Date (Exhibit A) 4.87687% Ol-Oct-07 $146,369.b4 $145,471.24 """' O1-Apr-08 3,895.33 3,779.27 O1-Oct-OS 5,041.33 4,774.69 O1-Apr-09 3,867.88 3,576.11 O1-Oct-09 5,067.88 4,574.05 01-Apr-]0 3,840.82 3,384.04 Ol-Oct-]0 5,095.82 4,382.91 ,,.. O1-Apr-1 I 3,812.58 3,201.14 O 1-Oct-1 1 5,125.5 8 4,201.13 O1-Apr-12 3,782.91 3,026.82 O l -Oct-12 5,156.91 4,027.97 O1-Apr-13 3,751.65 2,860.60 Ol-Oct-13 5,190.65 3,863.61 O1-Apr-14 3,718.62 2,702.03 '° Oi-Oct-14 5,224.62 3,705.95 Ol-Apr-15 3,683.83 2,550.83 O1-Oct-15 5,261.83 3,556.77 Ol-Apr-16 3,647.06 2,406.58 01-Oct-16 5,300.06 3,414.09 Ol-Apr-17 3,608.2] 2,268.94 ,.. Ol-Oct-17 25,546.21 15,681.74 01-Apr-18 3,089.38 1,851.30 Ol-Oct-18 26,236.38 15,347.79 O1-Apr-19 2,535.01 1,447.63 O1-Oct-19 26,392.01 14,712.57 O 1-Apr-20 1,955.28 1,064.05 Ol-Oct-20 26,993.28 14,339.90 °"'' O1-Apr-21 1,339.35 694.58 Ol-Oct-21 27,535.35 13,939.75 O1-Apr-22 691.00 341.49 O1-Oct-22 28,498.00 13,748.43 $401,254.46 $304,898.00 Total Cost of Securities Purchased with the DSRF Contribution: $304,898.00 ,... EXHIBIT C-3 «., CITY OF MIAMI BEACH, FLORIDA DEFEASANCE OF THE RESORT TAX REVENUE REFUNDING BONDS SERIES 1996 ,... ... ESCROW YIELD CALCULATION FOR SECURITIES PURCHASED WITH THE CASA CONTRIBUTION A5 OF AUGUST 15, 2007 Total Cash Receipts From U.S. Treasury Securities Present Value at Purchased With August 15, 2007 the Cash Using aSemi-Annually Contribution Compounded Yield of Date (Exhibit A) 4.87670% O1-Oct-07 $1,357,365.42 $1,349,034.38 O1-Apr-08 42,041.99 40,789.37 O1-Oct-OS 40,895.98 38,733.05 Ol-Apr-09 42,069.47 38,896.06 O1-Oct-09 40,870.34 36,887.93 O1-Apr-10 42,096.30 37,090.05 Ol-Oct-10 40,841.44 35,127.88 Ol-Apr-11 42,125.67 35,370.01 O 1-Oct-11 40,812.09 33,451.43 01-Apr-12 42,154.56 33,729.34 O1-Oct-12 40,780.29 31,853.05 O 1-Apr-13 42,186.44 32, ] 67.03 O1-Oct-13 40,746.00 30,329.17 Ol-Apr-14 42,219.18 30,677.70 O1-Oct-]4 40,713.11 28,879.17 O1-Apr-15 42,254.13 29,258.84 O1-Oct-15 40,675.52 27,495.30 O1-Apr-16 42,290.70 27,906.65 01-Oct-16 40,636.97 26,177.10 O1-Apr-17 42,328.80 26,617.89 O1-Oct-17 230,391.75 141,430.17 O1-Apr-18 36,285.41 21,744.26 O1-Oct-18 238,138.61 139,309.21 Ol-Apr-19 29,809.05 17,022.98 Ol-Oct-19 240,951.89 134,324.51 01-Apr-20 23,044.31 12,540.82 O1-Oct-20 248,006.54 131,753.73 O1-Apr-21 15,848.46 8,219.10 Ol-Oct-21 254,652.40 128,920.64 O1-Apr-22 8,215.44 4,060.16 01-Oct-22 265,407.45 128,045.02 $3,736,855.71 $2,837,842.00 Total Cost of Securities Purchased with the Cash Contribution: $2,837,842.00 r ,„, CTTY OF MIAMI BEACH, FLORH)A DEFEASANCE OF THE RESORT TAX REVENUE REFUNDING BONDS SERIES 1996 ESTIMATED SOURCES AND USES OF FUNDS AS OF AUGUST 15, 2007 EXHIBIT D Sources of Funds: Cash Contribution $2,929,720.05 ,. DSF Contribution 188,940.11 DSRF Contribution 304,900.00 Total Sources of Funds $3,423,560.16 Uses of Funds: Beginning Escrow Account Cash Balance $5.16 ,i. Cost of the Escrowed Securities Purchased With: the DSF Contribution 158,940.00 the DSRF Contribution 304,898.00 the Cash Contribution 2,837,842.00 Issuance Costs 91,875.00 Total Uses of Funds $3,423,560.16 ,~.. ,~. ~.. CERTIFICATE OF ESCROW AGENT .. The undersigned, on behalf of U.S. Bank National Association, as escrow agent (the "Escrow Agent"), hereby certifies as follows: 1. The Escrow Agent has taken all appropriate action to accept, and hereby accepts, the duties and obligations as escrow agent for the defeasance of $3,060,000 outstanding principal amount of City of Miami Beach, Florida Resort Tax Revenue Refunding Bonds, Series 1996 (the "Bonds"), pursuant to the Escrow Deposit Agreement dated as of August 15, 2007 (the "Escrow Deposit Agreement") between the City of Miami Beach, Florida (the "City") and the Escrow Agent. 2. The Escrow Agent is a national banking association duly organized, validly existing and in good standing under the laws of the United States of America and is duly authorized to exercise trust powers in the State of Florida. 3. The Escrow Agent has all requisite authority, power, licenses, permits and franchises, and has full corporate power and legal authority to execute and perform its functions under the Escrow Deposit Agreement. 4. The performance by the Escrow Agent of its functions under the Escrow Deposit Agreement will not result in any violation of the Articles of Association or Bylaws of the Escrow Agent, any court order to which the Escrow Agent is subject or any agreement, indenture or other obligation or instrument to which the Escrow Agent is a party or by which the Escrow Agent is bound, and no approval or other action by any governmental authority or agency having supervisory authority over the Escrow Agent is required to be obtained by the Escrow Agent in order to perform its functions under the Escrow Deposit Agreement. 5. The Escrow Deposit Agreement constitutes a valid and binding obligation of the Escrow Agent in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors' rights generally and subject, as to enforceability, to general principles of equity. 6. To the best of my knowledge, there is no action, suit, proceeding or investigation at law or in equity before any court, public board or body pending or, to the best of my knowledge, threatened against or affecting the Escrow Agent wherein an unfavorable decision, ruling or finding on an issue raised by any party thereto is likely to materially and adversely affect the ability of the Escrow Agent to perform its obligations under the Escrow Deposit Agreement. IN WITNESS WHEREOF, U.S. Bank National Association has caused this certificate to be executed this 15~' day of August, 2007. U.S. BANK NATIONAL ASSOC T N By: Michael C. Daly Vice President MIAMU4201185.1 m MIAMIBEACH City of Miami Beach, 1700 Convention Center Drive, Miami Beach, Florida 33139, www.miamibeachfl.gov OFFICE OF THE CITY MANAGER Tel: 305-673-7010 ,Fax: 305-673-7782 August 15, 2007 Internal Revenue Service 1111 Constitution Avenue, NW Attention: T:GE:TEB:O Washington, DC 20224 Re: Defeasance of City of Miami Beach, Florida Resort Tax Revenue Refunding Bonds, Series 1996, dated as of May 1, 1996 Ladies and Gentlemen: Pursuant to Treas. Reg. §1.141-12(d)(3), the City of Miami Beach, Florida ("City') is notifying you that on August 15, 2007, the City entered into an irrevocable Escrow Deposit Agreement ("Agreement") with U.S. Bank National Association ("Escrow Agent") to defease the above-referenced bonds ("Bonds") issued on May 14, 1996 ("Issue Date") in the original principal amount of $4,095,000 and currently outstanding in the amount of $3,060,000. The escrow fund being funded under the Agreement was funded solely from funds of the City held under the resolution authorizing the Bonds and other moneys of the City. The escrow fund was not funded from the proceeds of any other issue of bonds. The first optional call date (October 1, 2006) for the Bonds subject to optional redemption was not more than 10'/2 years from the Issue Date. The Bonds were issued to refinance bonds originally issued in the early 1970's to finance certain improvements to the Jackie Gleason Theatre of the Performing Arts ("Theatre"), which has been owned by the City since its opening in 1951 and will continue to be owned by the City. On June 22, 2007, the City ~'' entered into a management agreement with an outside party for the management of the Theatre ("Deliberate Action"). The defeasance escrow was established within 90 days of the Deliberate Action. This letter is being delivered within 90 days after the establishment of the defeasance escrow. There are no other bonds outstanding that funded improvements to the Theatre. Pursuant to the Agreement, the Escrow Agent will (i) pay the Bonds maturing October 1, 2007 at -~- maturity, and (ii) call the Bonds maturing October 1, 2008 through and including October 1, 2016 for optional redemption on October 1, 2007 at a redemption price of 101 % of the principal amount thereof. The Bonds maturing October 1, 2022 are not subject to optional redemption prior to maturity and will be redeemed and paid at maturity as scheduled. The escrow fund will not be invested at a yield greater than the yield on the Bonds. ~,,, Please do not hesitate to call the undersigned with any questions. Very truly yours, City of Miami Beach, Florida City Man r ~, We are committed to providing excellent public service and safely to all who live, work, and play in our vibrant, tropical, historic community. .. ,.. SQUIRE, SANDERS & DEMPSEY L.L.P. jR~ ~1 Includil:g Sc-~U ~ 1 ~ LEGAL STEEL HECTOR & DAMS LLP ^ ~ T L j~ ~' COUNSEL 200 South Biscayne Boulevard, Suite 4000 Sill V DLIl~ Miami, Florida 33131-2398 WORLDWIDE Office: +1.305.577.7000 Fax: +1.305.577.7001 Mayor and City Commission of the City of Miami Beach, Florida Miami Beach, Florida August 15, 2007 Re: $3,060,000 outstanding principal amount of City of Miami Beach, Florida Resort Tax Revenue Refunding Bonds, Series 1996 ,., .. We have acted as Bond Counsel in connection with the defeasance by the City of Miami Beach, Florida (the "Cit}~') of the captioned bonds (the "Bonds") under the terms of an Escrow Deposit Agreement dated as of August 15, 2007 (the "Escrow Deposit Agreement"), between the City and U.S. Bank National Association, as escrow agent (the "Escrow Agent"). We have examined such matters as we have deemed necessary to render this opinion. Based upon the foregoing, we are of the opinion that, upon the deposit of available moneys with the Escrow Agent, and the investment thereof, all in accordance with the provisions of the Escrow Deposit Agreement, and in reliance upon the verification report of Causey Demgen & Moore Inc., of even date herewith, the Bonds will be deemed to be paid and will no longer be deemed to be "Outstanding" for the purposes of the resolutions of the City pursuant to which the Bonds were issued. This opinion is delivered by us solely for your benefit and may not, without our prior written consent, be relied upon by any other person. Respectfully submitted, /~ .rF~~ K , lam., ~ 1accwywy [.. ~ . 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