RESOLUTION 89-19650 RESOLUTION NO. 89-19650
A RESOLUTION OF THE CITY COMMISSION OF THE
CITY OF MIAMI BEACH, FLORIDA AUTHORIZING AND
APPROVING THE ISSUANCE OF NOT EXCEEDING
$7,000,000 MIAMI BEACH REDEVELOPMENT AGENCY
TAX INCREMENT REVENUE BONDS, SERIES 1989 IN
ACCORDANCE WITH THE REQUIREMENTS OF CHAPTER
163, PART III, FLORIDA STATUTES, AS AMENDED,
AND SECTION 147(f) OF THE INTERNAL REVENUE
CODE OF 1986, AS AMENDED.
WHEREAS, the Miami Beach Redevelopment Agency ( the "Agency" )
intends to issue not exceeding $7 , 000 , 000 of Tax Increment
Revenue Bonds, Series 1989 ( the "Bonds" ) in accordance with the
provisions of Chapter 163 , Part III , Florida Statutes , as amended
( the "Act" ) and a resolution of the Agency ( the "Bond Resolu-
tion" ) attached hereto as Exhibit A and made a part hereof ;
WHEREAS, Sections 163 . 358 ( 3 ) and 163 . 385 ( 1) of the Act
require that the City of Miami Beach, Florida ( the "City" ) auth-
orize and approve the issuance of the Bonds;
WHEREAS, on May 24 , 1989 , the City Commission conducted a
public hearing for the purpose of giving interested persons an
opportunity to express their views on the proposed issuance of
the Bonds, in accordance with Section 147 ( f) of the Internal
Revenue Code of 1986 , as amended ( the "Code" ) , after notice of
such hearing was published in The Miami Herald on May 7 , 1989 , a
copy of which notice is attached hereto as Exhibit B and made a
part hereof; and
WHEREAS, Section 147 ( f ) of the Code requires that the City
Commission approve the issuance of the Bonds after having had the
benefit of such public hearing;
NOW, THEREFORE, BE IT DULY RESOLVED BY THE CITY COMMISSION
OF THE CITY OF MIAMI BEACH, FLORIDA:
1 . In accordance with the requirements of Sections
163 . 358( 3 ) and 163 . 385 ( 1) of the Act , the issuance of the Bonds
by the Agency under the provisions of the Bond Resolution is
hereby authorized and approved.
2 . In accordance with the requirements of Section 147 ( f)
of the Code, the issuance of the Bonds by the Agency for the
purposes described in the attached Notice of Public Hearing, is
hereby approved.
3. The officers, agents and employees of the City are
hereby authorized and directed to do all acts and things required
of them for the issuance of the Bonds by the Agency.
4. This resolution shall become effective immediately
upon its adoption.
PASSED AND ADOPTED this 21st day of June , 1989 .
AdIP/
MAYOR
ATTEST:
FORM APPROVED
City Clerk LEGAL DEPT,
Br ���
Date
6//S/Y,
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EXHIBIT A
RESOLUTION NO. 81-89
A RESOLUTION AMENDING AND RESTATING RESOLU-
TION NO. 78-7, ADOPTED BY THE MIAMI BEACH
REDEVELOPMENT AGENCY ON AUGUST 8, 1978, AS
AMENDED, IN ITS ENTIRETY; AUTHORIZING THE
ISSUANCE OF NOT MORE THAN $7,000,000 IN
AGGREGATE PRINCIPAL AMOUNT OF MIAMI BEACH
REDEVELOPMENT AGENCY TAX INCREMENT REVENUE
BONDS, SERIES 1989 , FOR THE PURPOSE OF
FINANCING THE ACQUISITION AND CLEARING OF
CERTAIN PROPERTY AND THE CONSTRUCTION OF
CERTAIN RELATED PUBLIC IMPROVEMENTS;
PLEDGING THE REVENUES DEPOSITED TO THE
REDEVELOPMENT TRUST FUND AND CERTAIN OTHER
MONEYS TO THE PAYMENT OF SAID BONDS;
PROVIDING FOR THE ISSUANCE OF ADDITIONAL
BONDS ON A PARITY THEREWITH; PROVIDING FOR
THE RIGHTS AND SECURITY OF ALL BONDS ISSUED
PURSUANT TO THIS RESOLUTION; PROVIDING
CERTAIN DETAILS OF THE SERIES 1989 BONDS;
DELEGATING CERTAIN MATTERS IN CONNECTION
WITH THE ISSUANCE OF THE SERIES 1989 BONDS
TO THE CHAIRMAN OF THE AGENCY; APPROVING THE
FORM AND EXECUTION OF THE PRIVATE PLACEMENT
AGREEMENT AND COMMITMENT LETTER FOR THE
SERIES 1989 BONDS; APPROVING THE FORM OF
PRELIMINARY PRIVATE PLACEMENT MEMORANDUM FOR
THE SERIES 1989 BONDS AND AUTHORIZING EXECU-
TION OF THE FINAL PRIVATE PLACEMENT MEMO-
RANDUM FOR THE SERIES 1989 BONDS; AUTHO-
RIZING OFFICIALS OF THE AGENCY TO TAKE ALL
NECESSARY ACTIONS IN CONNECTION WITH THE
ISSUANCE OF THE SERIES 1989 BONDS; AND
PROVIDING FOR AN EFFECTIVE DATE.
WHEREAS, the Miami Beach Redevelopment Agency ( the
"Agency" ) , ' a public body corporate and politic, has been duly
created and established to transact business and exercise powers
under and pursuant to the Florida Community Redevelopment Act ,
Chapter 163 , Part III , Florida Statutes ( together with other
applicable provisions of law, the "Act" ) , including the issuance
of revenue bonds , in order to achieve the purposes of redevelop-
ment as set forth in the Act;
WHEREAS, all the requirements of law have been complied with
in the creation of the Agency, the adoption of a redevelopment
plan under the Act for a portion of the City of Miami Beach ( the
"City" ) as described in said redevelopment plan ( the "Redevelop-
ment Area" ) , as the same has been amended from time to time and
now known as the "South Shore Revitalization Strategy" ( the
"Redevelopment Plan" ) and the creation and funding of a Rede-
velopment Trust Fund ( the "Trust Fund" ) by the City and Dade
County, Florida ( the "County" ) in accordance with the Act ;
WHEREAS, the Agency had on August 8, 1978 adopted Resolution
No. 78-7 , as amended on June 4 , 1979 by Resolution No. 79-7 ( the
"Original Bond Resolution" ) , which authorized the issuance of not
exceeding $300 ,000 , 000 revenue bonds in connection with the
Redevelopment Plan;
WHEREAS, the Agency now desires to finance the acquisition
and clearing of certain property and the construction of certain
related public improvements in accordance with the Redevelopment
Plan ( the "Series 1989 Redevelopment Project" ) by issuing its Tax
Increment Revenue Bonds , Series 1989 ( the "Series 1989 Bonds" ) ;
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WHEREAS, because of changes in the Federal tax laws
governing the issuance of tax-exempt debt and market developments
since 1978,; it is now necessary- to amend and restate in its
entirety the. Original Bond Resolution in order to provide for the
issuance of the Series 1989 Bonds ;
WHEREAS, the Agency also desires to set forth the provisions
pursuant to which it may issue bonds on a parity with the Series
1989 Bonds and to make provision for the rights and security of
the holders of all bonds issued hereunder ; and
WHEREAS, the Board of Commissioners of the Agency ( the
"Commission" ) has determined that it is in the best interest of
the Agency to delegate to the Chairman of the Agency the determi-
nation of various terms of the Series 1989 Bonds, the award of
the Series 1989 Bonds , including execution of a private placement
agreement and a commitment letter for the Series 1989 Bonds , and
all other actions necessary or desirable in connection with the
issuance of the Series 1989 Bonds , subject to the limitations
herein; and
WHEREAS, for reasons more fully set forth herein, the Agency
finds and determines it to be in the best interests of the Agency
to authorize the sale of the Series 1989 Bonds on the basis of a
negotiated sale ( including private placement ) rather than a
public sale by competitive bid;
NOW THEREFORE, BE IT DULY RESOLVED BY THE MIAMI BEACH
REDEVELOPMENT AGENCY.
ARTICLE I
DEFINITIONS, AUTHORITY AND FINDINGS;
RESOLUTION CONSTITUTES A CONTRACT
SECTION 101. DEFINITIONS. As used in this Resolution, the
following terms shall have the following meanings :
"Accreted Value" shall mean, as of any date of computation
with respect to any Capital Appreciation Bond, an amount equal to
the principal amount of such Capital Appreciation Bond ( the prin-
cipal amount at its initial offering) plus the interest accrued
on such Capital Appreciation Bond from the date of delivery to
the original purchasers thereof to the Interest Payment Date next
preceding the date of computation or the date of computation if
an Interest Payment Date, such interest to accrue at a rate not
exceeding the legal rate as set forth in the resolution of the
Commission providing for the issuance of such Bonds , compounded
periodically, plus , with respect to matters related to the pay-
ment upon redemption or acceleration of the Capital Appreciation
Bonds, if such date of computation shall not be an Interest Pay-
ment Date, a portion of the difference between the Accreted Value
as of the immediately preceding Interest Payment Date (or the
date of original issuance if the date of computation is prior to
the first Interest Payment Date succeeding the date of original
issuance) and the Accreted Value as of the immediately succeeding
Interest Payment Date, calculated based on the assumption that
Accreted Value accrues in equal daily amounts on the basis of a
year of twelve 30-day months .
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"Act" shall mean the Florida Community Redevelopment Act ,
Chapter 163 , Part III , Florida Statutes, as amended, and other
applicable provisions of law.
"Agency" shall mean the Miami Beach Redevelopment Agency, a
body corporate and politic, created pursuant to the Act .
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"Amortization Requirements" shall mean such moneys required
to be deposited in the Bond Redemption Account for the purpose of
the mandatory redemption or payment at maturity of any Term
Bonds, the specific amounts of such deposits to be determined by
the Chairman in the Chairman ' s Certificate with respect to the
Series 1989 Bonds and by the Commission in the resolution autho-
rizing any other Series of Bonds .
"Annual Debt Service Requirement" for any period, as applied
to the Bonds of any Series , shall mean the respective amounts
which are needed to provide:
(a) for paying the interest on all Bonds of such
Series then Outstanding which is payable on each Interest
Payment Date in such period,
( b) for paying the principal of all Serial Bonds of
such Series then Outstanding which is payable upon the matu-
rity of such Serial Bonds in such period, and
( c) the Amortization Requirements, if any, for the
Term Bonds of such Series for such period.
For purposes of computing (a) , (b) and ( c) above, any principal ,
interest or Amortization Requirements due on October 1 in a
Fiscal Year shall be deemed due in the preceding Fiscal Year .
The following rules shall apply in determining the amount of
the Annual Debt Service Requirement for any period:
(a) The interest rate on Variable Rate Bonds shall
be assumed to be 110% of the greater of ( i ) the daily
average interest rate on such Variable Rate Bonds during the
twelve months ending with the month preceding the date of
calculation or such shorter period that such Variable Rate
Bonds shall have been Outstanding under this Resolution, and
( ii ) the actual rate of interest on such Variable Rate Bonds
on the date of calculation;
(b) In the case of Put Bonds, the "put" date or
dates shall be ignored if the source for payment of said
"put" is a Credit Facility or a Liquidity Facility and the
stated dates for Amortization Requirements and principal
payments shall be used, and in the case of Bonds secured by
a Credit Facility or a Liquidity Facility, the terms of the
reimbursement obligation to the issuers thereof shall be
ignored and the stated dates for Amortization Requirements
for Term Bonds and principal payments shall be used; pro-
vided, however , that during any period of time after the
issuer of a Credit Facility or a Liquidity Facility has
advanced funds thereunder , the reimbursement obligation of
which is payable from and secured on a parity with the Bonds
and before such amount is repaid, Annual Debt Service
Requirements shall include the principal amount so advanced
and interest thereon, in accordance with the principal
repayment schedule and interest rate or rates specified in
the Credit Facility or Liquidity Facility, in lieu of the
stated principal of and Amortization Requirements and inter-
est on such Bonds;
(c) In the case of Extendible Maturity Bonds , the
Bonds shall be deemed to mature on the later of the stated
maturity date or the date to which such stated maturity date
has been extended;
(d) In the case of Capital Appreciation Bonds , the
principal and interest portions of the Accreted Value of
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Capital Appreciation Bonds becoming due at maturity or by
virtue of an Amortization Requirement shall be included in
the calculations of accrued and unpaid Annual Debt Service
Requirements in the year in which said principal and inter-
est portions are due and payable;
(e) In the case of Capital Appreciation and Income
Bonds, the principal and interest portions of the Appreci-
ated Value of Capital Appreciation and Income Bonds shall be
included in the calculations of accrued and unpaid Annual
Debt Service Requirements in the year in which said princi-
pal and interest portions are due and payable;
( f ) In the case of Balloon Bonds or Interim Bonds ,
the debt service requirements of the Balloon Bonds or
Interim Bonds may be excluded and in lieu thereof the Bal-
loon Bonds or Interim Bonds shall be viewed, for purposes of
the computation of Annual Debt Service Requirements , as debt
securities having a comparable Federal tax status as such
Balloon Bonds or Interim Bonds , hypothetically maturing in
substantially equal annual payments of principal and inter-
est over a period of not more than 15 years from the date of
issuance thereof , bearing interest at a fixed rate per annum
equal to the average interest rate per annum for such debt
securities on the date of issuance of the Balloon Bonds or
Interim Bonds and issued by issuers having a credit rating,
issued by Moody ' s Investors Services, Inc. or any successors
thereto or Standard & Poor ' s Corporation or any successors
thereto comparable to that of the Agency, as shown by a cer-
tificate of an underwriting or investment banking firm
experienced in marketing such securities ; and
(g) If all or a portion of the principal of or
interest on a Series of Bonds is payable from funds irrevoc-
ably set aside or deposited for such purpose, together with
projected earnings thereon to the extent such earnings are
projected to be from Permitted Investments, such principal
or interest shall not be included in determining Annual Debt
Service Requirements .
"Appreciated Value" shall mean ( i ) as of any date of compu-
tation with respect to any Capital Appreciation and Income Bond
up to the Interest Commencement Date set forth in the resolution
of the Commission providing for the issuance of such Bond, an
amount equal to the principal amount of such Bond ( the principal
amount at its initial offering) plus the interest accrued on such
Capital Appreciation and Income Bond from the date of delivery to
the original purchasers thereof to the Interest Payment Date next
preceding the date of computation or the date of computation if
an Interest Payment Date, such interest to accrue at a rate not
exceeding the legal rate as set forth in the resolution of the
Commission providing for the issuance of such Bonds , compounded
periodically, plus , with respect to the payment upon redemption
or acceleration of the Capital Appreciation and Income Bonds , if
such date of computation shall not be an Interest Payment Date, a
portion of the difference between the Appreciated Value as of the
immediately preceding Interest Payment Date (or the date of orig-
inal issuance if the date of computation is prior to the first
Interest Payment Date succeeding the date of original issuance)
and the Appreciated Value as of the immediately succeeding
Interest Payment Date calculated based upon an assumption that
Appreciated Value accrues in equal daily amounts on the basis of
a year of twelve 30-day months and ( ii ) as of any date of compu-
tation on and after the Interest Commencement Date, the Appreci-
ated Value on the Interest Commencement Date.
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"Average Annual Debt Service" shall mean, at any time and
with respect to all of the Bonds or any particular Series of
Bonds (as appropriate) , the sum of the Annual, Debt Service
Requirements for the then current and every succeeding Fiscal
Year divided by the number of such Fiscal Years .
"Balloon Bonds" shall mean any Bonds issued under this Reso-
lution, interest on which is payable periodically and twenty five
percent ( 25% ) or more of the original principal amount of which
matures during any one Fiscal Year and for which maturing princi-
pal amount' Amortization Requirements have not been designated in
the resolution of the Commission authorizing the issuance of such
Bonds .
"Bonds" shall mean the Series 1989 Bonds , authorized to be
issued pursuant to this Resolution, together with any additional
parity Bonds hereafter issued pursuant to this Resolution.
"Bondholder" , "Holder" , "Holder of Bonds" or "Owner" or any
similar term, shall mean any person, who shall be the registered
owner of any Outstanding Bond or Bonds .
"Capital Appreciation Bonds" shall mean any Bonds issued
under this Resolution as to which interest is compounded periodi-
cally on each of the applicable periodic dates designated for
compounding and payable in an amount equal to the then current
Accreted Value only at the maturity, earlier redemption or other
payment date therefor , all as so designated by subsequent pro-
ceedings of the Commission relating to the issuance thereof , and
which may be either Serial Bonds or Term Bonds.
"Capital Appreciation and Income Bonds" shall mean any Bonds
issued under this Resolution as to which accruing interest is not
paid prior to the Interest Commencement Date specified in the
resolution authorizing such Bonds and the Appreciated Value for
such Bonds is compounded periodically on certain designated dates
prior to the Interest Commencement Date for such Series of Capi-
tal Appreciation and Income Bonds , all as so designated by subse-
quent proceedings of the Commission relating to the issuance
thereof and which may be either Serial Bonds or Term Bonds .
"Chairman" shall mean the Chairman of the Agency or in the
absence or disability of the Chairman, the Vice Chairman of the
Agency or the officers succeeding to their principal functions .
"Chairman' s Certificate" shall mean the Certificate to be
executed by the Chairman prior to or at the time of the execution
of the Commitment Letter (as defined in Section 201 hereof ) , which
Certificate shall provide the details of the Series 1989 Bonds .
"City" shall mean the City of Miami Beach, Florida .
"Code" shall mean the Internal Revenue Code of 1986 , as
amended from time to time, and the regulations promulgated there-
under and applicable regulations promulgated under the Internal
Revenue Code of 1954 , as amended.
"Commission" shall mean the Board of Commissioners of the
Agency.
"County" shall mean Dade County, Florida .
"Credit Facility" shall mean an irrevocable letter of cred-
it, policy of municipal bond insurance, guaranty, purchase agree-
ment , credit agreement or similar facility in which the entity
providing much facili y irrevocably agrioeo o provide funds to
make payment of the principal of , premium, if any and interest on
Bonds .
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"Defeasance Obligations" shall mean to the extent permitted
by law:
(a) Direct general obligations of , or obligations
the payment of the principal of which and the interest on
which is unconditionally guaranteed by, the United States of
America; and
(b) Evidences of indebtedness issued by the Bank for
Cooperatives, Federal Home Loan Banks , Federal Home Loan
Mortgage Corporation ( including participation certificates ) ,
Federal Land Banks , Federal Financing Banks , or any other
agency or instrumentality of the United States of America
created by an act of Congress which is substantially similar
to the foregoing in its legal relationship to the United
States of America; provided that the obligations of such
agency or instrumentality are unconditionally guaranteed by
the United States of America or any other agency or instru-
mentality of the United States of America; and
(c) Evidences of ownership of proportionate inter-
ests in future interest and principal payments on specified
obligations described in (a) above held by a bank or trust
company as custodian, under which the owner of the invest-
ment is the real party in interest and has the right to
proceed directly and individually against the obligor on the
underlying obligations described in (a) above, and which
underlying obligations are not available to satisfy any
claim of the custodian or any person claiming through the
custodian or to whom the custodian may be obligated; and
(d) Obligations described in Section 103 (a) of the
Code which do not permit redemption prior to maturity at the
option of the obligor and provision for the payment of the
principal of, premium, if any, and interest on which shall
have been made by the irrevocable deposit with a bank or
trust company acting as a trustee or escrow agent for
holders of such obligations or securities described in
clauses (a) or (b) above, the maturing principal of and
interest on which, when due and payable, will provide
suf f ici.ent monies to pay when due the principal of, premium
if any, and interest on such obligations, and which securi-
ties described in clauses (a) or (b) above are not available
to satisfy any other claim, including any claim of the
trustee or escrow agent or of any person claiming through
the trustee or escrow agent or to whom the trustee or escrow
agent may be obligated, including in the event of the
insolvency of the trustee or escrow agent or proceedings
arising out of such insolvency.
"Executive Director" shall mean the Executive Director of
the Agency.
"Extendible Maturity Bonds" shall mean Bonds the maturities
of which, by their terms, may be extended by and at the option of
the Holders of the Bonds or the Agency.
"Fiduciaries" shall mean the Paying Agent , the Registrar and
the Trustee appointed and acting under this Resolution.
"Fiscal Year" shall mean that period commencing on October
1, and continuing to and including the next succeeding September
30 , or such other annual period as may be prescribed by law or by
the Agency in accordance with law.
"Interest Commencement Date" shall mean, with respect to any
particular Capital Appreciation and Income Bonds, the date speci-
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fied in the 'resolution providing for the issuance of •such Bonds,
(which date must be .prior to 'the maturity date for such Bonds)
after which interest accruing on such Bonds shall be payable
semi-annually or otherwise on a periodic basis prior to maturity,
with the first such payment date being the applicable Interest
Payment Date immediately succeeding such Interest Commencement
Date.
"Interest Payment Date" shall mean for each Series of Bonds
such dates of each Fiscal Year on which- interest on the Bonds is
payable on any Bonds that are Outstanding, as set forth in the
proceedings of the Agency providing for the issuance of such
Series of Bonds.
"Interim Bonds" shall mean any Bonds issued under this Reso-
lution on an interim basis which are expected to be repaid from
the proceeds of Bonds or other indebtedness .
"Liquidity Facility" shall mean a letter of credit, line of
credit, policy of municipal bond insurance, guaranty, purchase
agreement or similar facility in which the entity providing such
facility agrees to provide funds to pay the purchase price of Put
Bonds upon their tender by the Holders of Put Bonds.
"Maximum Annual Debt Service" shall mean, at any time and
with respect to all of the Bonds or any particular Series of the
Bonds (as appropriate) , the greatest Annual Debt Service Require-
ment in the then current or any succeeding Fiscal Year .
"Outstanding" when used with reference to the Bonds , shall
mean, as of any date of determination, all Bonds theretofore
authenticated and delivered except ;
(a) Bonds theretofore cancelled by the Registrar or
delivered to the Registrar for cancellation;
(b) Bonds which are deemed paid and no longer Out-
standing as provided herein;
(c) Bonds in lieu of which other Bonds have been
issued pursuant to the provisions hereof relating to Bonds
destroyed, stolen or lost , unless evidence satisfactory to
the Registrar has been received that any such Bond is held
by a bona fide purchaser ; and
(d) For purposes of any consent or other action to
be taken hereunder by the Holders of a specified percentage
of principal amount of Bonds , Bonds held by or for the
account of the Agency.
"Paying Agent" shall mean any bank or trust company or any
successor bank or trust company appointed by the Agency to act as
Paying Agent hereunder .
"Permitted Investments" shall mean and include such obliga-
tions as shall be permitted to be legal investments of the Agency
by the laws of the State .
"Placement Agents" shall mean Chase Securities, Inc. , Lazard
Freres & Co. , and PaineWebber Incorporated.
"Pledged Funds" shall mean, collectively, the Trust Fund
Revenues and, except for moneys, securities and instruments in
the Rebate Fund, all moneys , securities and instruments held in
the Funds and Accounts created and established by this Resolu-
t,ef,
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"Put Bonds" shall mean the Bonds which by their terms may be
tendered by and at the option of the owner thereof for payment by
the Agency prior to the stated maturity thereof .
"Redevelopment Area" shall mean the area within the City
found by the City to be a "blighted area" within the meaning of
the Act and described in the Redevelopment Plan.
"Redevelopment Plan" shall mean the redevelopment plan
originally approved by the City on March 2, 1977 as the same has
been or may hereafter be amended from time to time and now known
as the "South Shore Revitalization Strategy. "
"Redevelopment Projects" shall mean the particular community
redevelopment projects undertaken by the Agency pursuant to the
Redevelopment Plan in accordance with the Act, including the
Series 1989 Redevelopment Project .
"Registrar" shall mean the officer of the Agency or a bank
or trust company appointed by the Agency, located within or with-
out the State of Florida, who or which shall maintain the regis-
tration books of the Agency and be responsible for the transfer
and exchange of the Bonds , and who or which may also be the
Paying Agent and the Trustee for the Bonds .
"Reserve Account Insurance Policy" shall mean the insurance
policy, surety bond or other acceptable evidence of insurance, if
any, deposited in the Debt Service Reserve Account in lieu of or
in partial substitution for cash or securities on deposit there-
in. The issuer providing such insurance shall be a municipal
bond insurer rated, at the time of deposit in the Debt Service
Reserve Account, in any of the three highest rating categories of
either Moody' s Investors Service, Inc . or any successors thereof
or Standard & Poor ' s Corporation or any successors thereof .
"Reserve Account Letter of Credit" shall mean the irrevoc-
able, transferable letter of credit , if any, deposited in the
Debt Service Reserve Account in lieu of or in partial substitu-
tion for cash or securities on deposit therein. The issuer pro-
viding such letter of credit shall be a banking association, bank
• or trust company or branch thereof rated, at the time of deposit
into the Debt Service Reserve Account , in any of the three high-
est rating categories of either Moody ' s Investors Service, Inc.
or any successors thereof or Standard & Poor ' s Corporation or any
successors thereof .
"Reserve Account Requirement" shall mean the lesser of ( i )
Maximum Annual Debt Service on all Bonds Outstanding , ( ii ) 125%
of Average Annual Debt Service on all Bonds Outstanding , or ( iii )
10% of the proceeds of the Bonds within the meaning of the Code .
"Resolution" shall mean this Resolution as the same may from
time to time be amended and supplemented in accordance with the
terms hereof .
"Serial Bonds" shall mean the Bonds of any Series which
shall be stated to mature in annual installments but not
including Term Bonds .
"Series" shall mean all of the Bonds authenticated and
delivered on original issuance and pursuant to this Resolution or
any supplemental resolution authorizing such Bonds as a separate
Series of Bonds, or any Bonds thereafter authenticated and deliv-
ered in lieu of or in substitution for such Bonds pursuant to
Article II hereof , regardless of variations in maturity, interest
rate or other provisions .
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"Series 1989 Bonds" shall mean the Tax Increment Revenue,
Bonds, Series 1989 authorized to be issued under this Resolution
in the aggregate principal amount not to exceed $7 , 000 , 000 .
"Series 1989 Redevelopment Project" shall mean the acquisi-
tion and clearing of certain property and the construction of
certain related public improvements within the Redevelopment Area
being financed with the proceeds of the Series 1989 Bonds, as
more specifically described in Exhibit A attached hereto and made
a part hereof .
"State" shall mean the State of Florida .
"Term Bonds" shall mean the Bonds of any Series which shall
be stated to mature on one date and for the amortization of which
payments are required to be made into the Bond Redemption Account
in the Sinking Fund.
"Trust Fund" shall mean the redevelopment trust fund
established by Ordinance No. 77-2104 adopted by the City on
September 7 , 1977 , as amended, in accordance with, the Act .
"Trust Fund Revenues" shall mean the revenues received by
the Agency for deposit in the Trust Fund pursuant to Section
163 . 387, Florida Statutes , as amended, Ordinance No. 78-20 ,
enacted by the County on April 4 , 1978, as amended, and Ordinance
No. 77-2104 , adopted by the City on September 7 , 1977 , as
amended.
"Trustee" shall mean any bank or trust company or any
successor bank or trust company appointed by the Agency to act as
Trustee hereunder , and which may also be the Paying Agent and
Registrar for the Bonds .
"Variable Rate Bonds" shall mean Bonds, which may be either
Serial Bonds or Term Bonds , issued with a variable, adjustable,
convertible or other similar rate which is not fixed in percent-
age for the entire term thereof at the date of issue .
Words importing singular number shall include the plural
number in each case and vice versa, and words importing persons
shall include firms and corporations . Words defined in Section
101 hereof that appear in this Resolution in lower case form
shall have the meanings ascribed to them in the definitions in
Section 101 unless the context shall otherwise indicate . The
words "Bond" , "Owner" , "Holder" and "person" shall include the
plural as well as the singular number unless the context shall
otherwise indicate . The word "person" shall include corporations
and associations , including public bodies , as well as natural
persons, unless the context shall otherwise indicate . The word
"Bond" or "Bonds" and the words "revenue bond" or "revenue bonds"
shall mean any Bond or Bonds or all of the Bonds , as the case may
be, issued under the provisions of this Resolution. The word
"Resolution" shall include this Resolution and each resolution
supplemental hereto.
SECTION 102. AUTHORITY FOR THIS RESOLUTION. This resolu-
tion is adopted pursuant to the provisions of the Act .
SECTION 103. FINDINGS. It is hereby ascertained, deter-
mined and declared:
(a) That the Agency is authorized to receive and
deposit in the Trust Fund the Trust Fund Revenues pursuant
to the Act .
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27
•
(b) It is necessary and .desirable to issue the
Series 1989 Bonds in order to finance the Series 1989
Redevelopment Project .
( c) The principal of and interest on the Bonds and
all required sinking fund, reserve and other payments shall
be payable solely from the Pledged Funds . None of the City,
the County, or the State of Florida or any political sub-
divi'sion thereof or governmental authority or body therein
shall ever be required to levy ad valorem taxes to pay the
principal of or interest on the Bonds or to make any of the
sinking fund, reserve or other payments required by this
Resolution or the Bonds , and the Bonds shall not constitute
indebtedness of the Agency or the City within the meaning of
any constitutional, statutory or other provision or limita-
tion or a lien upon any property owned by or situated within
the corporate territory of the Agency or the City, except as
provided herein with respect to the Pledged Funds .
(d) Due to the character of the Series 1989 Bonds ,
the complexity of structuring an issue of bonds secured by
the Trust Fund Revenues, prevailing market conditions , and
the recommendation of the financial advisor to the Agency
that the sale of the Series 1989 Bonds be by negotiation,
the sale of the Series 1989 Bonds on the basis of negotiated
sale ( including private placement ) rather than a public sale
by competitive bid is in the best interest of the Agency and
is hereby authorized.
SECTION 104. RESOLUTION CONSTITUTES CONTRACT. In conside-
ration of the acceptance of the Bonds authorized to be issued
hereunder by those who shall own the same from time to time, this
Resolution shall be deemed to be and shall constitute a contract
between the Agency and such Bondholders, and the covenants and
agreements herein set forth to be performed by the Agency shall
be for the equal benefit, protection and security of the owners
of any and all of such Bonds , all of which shall be of equal rank
and without preference, priority, or distinction of any of the
Bonds over any other thereof except as expressly provided therein
and herein.
[END OF ARTICLE I ]
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ARTICLE II
AUTHORIZATION, TERMS, EXECUTION AND
REGISTRATION OF BONDS
SECTION 201. AUTHORIZATION OF THE SERIES 1989 BONDS. Sub-
ject and pursuant to the provisions of this Resolution, Bonds of
the Agency to be known as Tax Increment Revenue Bonds , Series
1989 ( the "Series 1989 Bonds" ) , are hereby authorized to be
issued in an aggregate principal amount not to exceed Seven
Million Dollars ( $7 , 000 , 000 ) , for the purpose of providing funds ,
together with certain other available moneys , to finance the
acquisition and clearing of certain property and the construction
of certain related public improvements within the Redevelopment
Area, as more specifically described in Exhibit A hereto, to fund
the Debt Service Reserve Account and to pay costs of issuance of
the Series 1989 Bonds , which Bonds may be issued all at one time
or from time to time in Series , and if in Series , may be dated,
numbered, and designated as to Series , all as shall be determined
in the Chairman ' s Certificate .
Subject to the limitations contained herein, the Series 1989
Bonds shall be issued in such aggregate amount , shall be in such
denominations , shall be dated, shall mature on December 1 , in
such years , but not later than December 1 , 2005 , and in such
amounts , shall be in the form of Serial Bonds or Term Bonds or a
combination thereof , shall have Interest Payment Dates of June 1
and December 1 in each year , commencing December 1 , 1989 , shall
bear interest at such rates not to exceed 11% , shall have such
Amortization Requirements , shall be subject to redemption at such
times , at such prices and pursuant to such notice provisions , as
shall be set forth in the Chairman ' s Certificate.
The Commission hereby appoints Southeast Bank , N.A. , Miami ,
Florida, as Trustee , Registrar and Paying Agent hereunder .
The Commission hereby approves the distribution of copies of
the Preliminary Private Placement Memorandum with respect to the
Series 1989 Bonds ( the "Preliminary Private Placement Memo-
randum" ) in substantially the form presented at this meeting with
such changes as may be approved by the Chairman. The Chairman
and the Executive Director or his designee, are hereby authorized
to execute the Private Placement Memorandum with respect to the
Series 1989 Bonds ( the "Private Placement Memorandum" ) on behalf
of the Agency, in substantially the form of the draft of the
Preliminary Private Placement Memorandum presented at this
meeting with such changes therein as shall be necessary to evi-
dence the terms of the Series 1989 Bonds and such additional
changes as may be approved by the Chairman, with such execution
to constitute conclusive evidence of such officers ' approval and
the Agency ' s approval of any change therein. The use of the
Preliminary Private Placement Memorandum and rthe final Private
Placement Memorandum in the marketing and sale of the Series 1989
Bonds is hereby approved.
The Commission hereby approves the forms of the. Private
Placement Agreement ( the "Private Placement Agreement" ) for the
placement of the Series 1989 Bonds by the Placement Agents and
the Commitment Letter ( the "Commitment Letter" ) for the purchase
of the Series 1989 Bonds by the purchasers , copies of which draft
forms of the Private Placement Agreement and Commitment Letter
have been presented at this meeting . In connection with the
placement and sale of the Series 1989 Bonds , the Chairman is
hereby authorized to execute the Private Placement Agreement and,
upon compliance by the Placement Agents with any and all appli-
cable requirements of Florida Statutes , Section 218 . 385 ( 4 ) , the
Commitment Letter , in substantially the forms presented at this
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29
meeting, subject to such changes, insertions and omissions and
such filling-in of blanks therein as may be necessary to evidence
the terms of the Series . 1989 Bonds and such .additional changes as
may be approved by the Chairman. The purchase price at which the
Series 1989 Bonds shall be awarded shall equal the par amount
thereof . The fee to be paid by the Agency to the Placement
Agents for placing the Series 1989 Bonds shall not exceed 2% of
the par amount of the Series 1989 Bonds . The execution and
delivery by the Chairman of the Private Placement Agreement and
the Commitment Letter for and on behalf of the Agency shall be
conclusive evidence of the approval of such officer and the
Agency of any such changes, insertions, omissions or filling-in
of blanks .
The financing of the Series 1989 Redevelopment Project and
its acquisition, including the exercise of eminent domain to the
extent necessary, is hereby authorized.
SECTION 202. DESCRIPTION OF BONDS. Unless otherwise speci-
fied by the Agency in subsequent proceedings , any Bonds issued
pursuant to this Resolution shall be issued in fully registered
form and, if the Registrar issues notice of the availability of
exchanging registered Bonds for coupon Bonds , in coupon form. If
the Registrar receives an opinion of counsel of recognized stand-
ing in the field of law relating to municipal bonds to the effect
that the issuance of any of the Bonds in coupon form will not
adversely affect the exclusion from gross income for Federal
income tax purposes of the interest on any of the Bonds , the
Registrar may, at the written direction of the Agency, mail
notice to the registered owners of the Bonds of the availability
of exchanging registered Bonds and coupon Bonds . Registered
Bonds may then be exchanged for an equal aggregate principal
amount of coupon Bonds of the same Series and maturity of any
authorized denomination and coupon Bonds may be exchanged for an
equal aggregate principal amount in the manner provided in this
Resolution.
Unless otherwise specified by the Agency in subsequent pro-
ceedings, the Bonds of a Series shall be dated as determined in a
Chairman ' s Certificate as to the Series 1989 Bonds and by sub-
sequent resolution of the Agency relating to the issuance of any
other Series of Bonds ; shall bear interest , which may be fixed or
variable, from their date at a rate not exceeding the legal rate
per annum, with interest mailed to the registered Holder thereof
on each Interest Payment Date by the Paying Agent at the address
shown on the registration books of the Agency (held by the Regis-
trar ) at the close of business on the 15th day of the calendar
month preceding an Interest Payment Date ( in each case a "Regular
Record Date" ) , except for ( i ) Capital Appreciation Bonds which
shall bear interest as described under the defined term Accreted
Value, payable only upon redemption, acceleration or maturity
thereof and ( ii ) Capital Appreciation and Income Bonds which
shall bear interest as described under the defined term Appre-
ciated Value, payable on the amount due at maturity but only from
and after the Interest Commencement Date; shall be lettered and
shall be numbered in such manner as determined in a Chairman ' s
Certificate as to the Series 1989 Bonds and by subsequent resolu-
tion of the Agency relating to the issuance of any other Series
of Bonds ; shall be in the denominations determined in a Chair-
man' s Certificate as to the Series 1989 Bonds and by subsequent
resolution of the Agency relating to the issuance of any other
Series of Bonds ; and shall mature on such dates , in such years
and in such amounts , as determined in a Chairman' s Certificate as
to the Series 1989 Bonds and as provided for by subsequent
resolution of the Agency relating to any other Series of Bonds .
Natwlkha sandinc anything in Shia paragraph a n rAry` an
interest not punctually paid on an Interest Payment Date shat
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30
forthwith cease to be payable to the registered Holder on the
Regular Record Date and may be paid to the registered Holder as
of the close of business on a special record date for the payment
of such defaulted interest to be fixed by the Paying Agent,
notice of which shall be given not less than 10 days prior to
such special record date to the registered Holders.
The Bonds issued hereunder may be Serial Bonds or Term Bonds
and may be Variable Rate Bonds, Capital Appreciation Bonds ,
Capital Appreciation and Income Bonds, Extendible Maturity Bonds ,
Balloon Bonds , Interim Bonds , Put Bonds and such other types of
bonds as may be marketable from time to time, including, without
limitation, taxable Bonds and Bonds issued in book entry form, as
determined by subsequent proceedings of the Agency.
SECTION 203 . REDEMPTION PROVISIONS. The Bonds of each
Series, other than the Series 1989 Bonds, may be subject to
redemption prior to maturity at such times , at such redemption
prices and upon such terms in addition to the terms contained in
this Resolution as may be determined by subsequent resolutions of
the Agency, which subsequent resolutions may contain redemption
notice provisions . The redemption provisions and the redemption
notice provisions for the Series 1989 Bonds shall be established
in the manner described in the second paragraph of Section 201 of
this Resolution.
Unless otherwise provided by subsequent proceedings , in
addition to any required redemption notice to Bondholders , the
Agency shall give notice of redemption for Bonds being redeemed
to registered securities depositories and to national information
services that disseminate redemption notices at least 2 business
days in advance of the notice mailed to holders of Bonds by send-
ing notice to depositories such as Depository Trust Company of
New York , New York , Midwest Securities Trust Company of Chicago,
Illinois , Pacific Securities Depository Trust Company of San
Francisco, California, and Philadelphia Depository Trust Company
of Philadelphia, Pennsylvania and to national information
services such as Financial Information Inc. ' s Daily Called Bond
Service, Interactive Data Corporation ' s Bond Service, Kenny
Information Service ' s Called Bond Service, Moody ' s Municipal and
Government News Reports and Standard and Poor ' s Called Bond
Record.
In addition, the Paying Agent shall publish notice of
redemption one time in The Bond Buyer of New York , New York or if
the Paying Agent believes that such publication is impractical or
unlikely to reach a substantial number of owners of the Bonds to
be redeemed, in some other financial newspaper or journal which
regularly carries notices of redemption of other obligations
similar to the Bonds , such publication to be made at least 30
days prior to the date fixed for redemption .
Notwithstanding the foregoing additional notice provisions ,
failure to mail or publish such additional notices or any defect
therein shall not affeci- the validity of any redemption proceed-
ings as to which notice of such redemption has been properly
given to such Bondholder .
SECTION 204. EXECUTION OF BONDS. The Bonds shall be exe-
cuted in the name of the Agency by the Chairman, and the seal of
the Agency or a facsimile thereof shall be affixed thereto or
imprinted or reproduced thereon and attested by the Executive
Director , either manually or with their facsimile signatures . In
case any one or more of the officers who shall have signed or
sealed any of the Bonds shall cease to be such officer before the
Bonds so signed and sealed shall have been actually sold and
delivered, such Bonds may nevertheless be sold and delivered as
- 13 -
31 •
herein provided and may be issued as if the person who signed and
sealed such Bonds had not ceased to hold such office . Any Bond
may be signed and: sealed on behalf of the Agency by such person
as at the actual time of the execution of such Bond shall hold
the proper office, although at the date of such Bonds such person
may not have held such office or may not have been so authorized.
The Bonds of each Series shall bear thereon a certificate of
authentication, in the form set forth in Exhibit B hereto, exe-
cuted manually by the Registrar . Only such Bonds as shall bear
thereon such certificate of authentication shall be entitled to
any right or benefit under this Resolution and no Bond shall be
valid or obligatory for any purpose until such certificate of
authentication shall have been duly executed by the Registrar .
Such certificate of the Registrar upon any Bond executed on
behalf of the Agency shall be conclusive evidence that the Bond
so authenticated has been duly authenticated and delivered under
this Resolution and that the Holder thereof is entitled to the
benefits of this Resolution.
If the Bonds of a Series have been validated, the validation
certificate on the back of each of the Bonds of such Series shall
be signed with the facsimile signatures of the present or any
future Chairman, and the Agency may adopt and use for that
purpose the facsimile signature of any person who shall have been
such Chairman at any time on or after the date of the Bonds ,
notwithstanding that he may have ceased to be such Chairman at
the time when said Bonds shall be actually delivered.
SECTION 205. NEGOTIABILITY, REGISTRATION AND CANCELLA-
TION. At the option of the registered Holder thereof and upon
surrender thereof at the principal corporate trust office of the
Registrar with a written instrument of transfer satisfactory to
the Registrar duly executed by the registered Holder or his duly
authorized attorney and upon payment by such Holder of any
charges which the Registrar or the Agency may make as provided in
this Section, the Bonds may be exchanged for Bonds of the same
aggregate principal amount of the same Series and maturity of any
other authorized denominations .
The Registrar shall keep books for the registration of Bonds
and for the registration of transfers of Bonds . The Bonds shall
be transferable by the Holder thereof in person or by his attor-
ney duly authorized in writing only upon the books of the Agency
kept by the Registrar and only upon surrender thereof together
with a written instrument of transfer satisfactory to the Regis-
trar duly executed by the Holder or his duly authorized attor-
ney. Upon the transfer of any such Bond, the Agency shall cause
to be issued in the name of the transferee a new Bond or Bonds .
The Agency, the Trustee , the Paying Agent and the Registrar
may deem and treat the person in whose name any Bond shall be
registered upon the books kept by the Registrar as the absolute '
Holder of such Bond, whether such Bond shall be overdue or not ,
for the purpose of receiving payment of , or on account of , the
principal of , premium, if any, and interest on such Bond as the
same becomes due and for all other purposes . All such payments
so made to any such Holder or upon his order shall be valid and
effectual to satisfy and discharge the liability upon such Bond
to the extent of the sum or sums so paid, and neither the Agency,
the Trustee , the Paying Agent nor the Registrar shall be affected
by any notice to the contrary.
In all cases in which the privilege of exchanging Bonds or
transferring Bonds is exercised, the Agency shall execute and the
Registrar shall authenticate and deliver ,Bonds in accordance with
the provisions of this Resolution. All Bonds surrendered in any
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32 •
such exchanges or transfers shall forthwith be delivered to the
Registrar and cancelled by the Registrar in the manner provided
in this Section. There shall be no charge for any such exchange
or transfer of Bonds , but the Agency or the Registrar may require
the payment of a sum sufficient to pay any tax, fee or other
governmental charge required to be paid with respect to such
exchange or transfer . Neither the Agency nor the Registrar shall
be required (a) to transfer or exchange Bonds of any Series for a
period of 15 days next preceding any selection of Bonds of such
Series to be redeemed or thereafter until after the mailing of
any notice of redemption; or (b) to transfer or exchange any
Bonds of any Series called for redemption.
Except as may otherwise be provided with respect to Put
Bonds in the proceedings of the Agency providing for the issuance
thereof , all Bonds paid or redeemed, either at or before maturity
shall be delivered to the Trustee when such payment or redemption
is made, and such Bonds , together with all Bonds purchased by the
Agency, shall thereupon be promptly cancelled. Bonds so
cancelled may at any time be destroyed by the Trustee , who shall
execute a certification of destruction in duplicate by the signa-
ture of one of its authorized officers describing the Bonds so
destroyed, and one executed certificate shall be filed with the
Agency and the other executed certificate shall be retained by
the Trustee.
SECTION 206 . BONDS MUTILATED, DESTROYED, STOLEN OR LOST.
In case any Bond shall become mutilated, destroyed, stolen or
lost , the Agency may execute and the Registrar shall authenticate
and deliver a new Bond of like Series , date, maturity, denomina-
tion and interest rate as the Bond so mutilated, destroyed,
stolen or lost ; provided that , in the case of any mutilated Bond,
such mutilated Bond shall first be surrendered to the Agency and,
in the case of any lost, stolen or destroyed Bond , there shall
first be furnished to the Agency and the Registrar evidence of
such loss, theft, or destruction satisfactory to the Agency and
the Registrar , together with indemnity satisfactory to them. In
the event any such Bond shall be about to mature or have matured
or have been called for redemption, instead of issuing a dupli-
cate Bond, the Agency may direct the Paying Agent to pay the same
without surrender thereof . The Agency and Registrar may charge
the Holder of such Bonds their reasonable fees and expenses in
connection with this transaction. Any Bond surrendered for
replacement shall be cancelled in the same manner as provided in
Section 205 hereof .
Any such duplicate Bonds issued pursuant to this Section
shall constitute additional contractual obligations on the part
of the Agency, whether or not the lost , stolen or destroyed Bonds
be at any time found by anyone , and such duplicate Bonds shall be
entitled to equal and proportionate benefits and rights as to
lien on and source and security for payment from the Pledged
Funds, with all other Bonds issued hereunder .
S'CTION 207. PREPARATION OF DEFINITIVE BONDS; TEMPORARY
BONDS. Unless otherwise specified by the Agency in subsequent
proceedings, the definitive Bonds of each Series shall be litho-
graphed, printed or typewritten. Until the definitive Bonds are
prepared, the Chairman and Executive Director may execute and the
Registrar may authenticate, in the same manner as is provided in
Section 204 , and deliver , in lieu of definitive Bonds , but
subject to the same provisions , limitations and conditions as the
definitive Bonds , one or more printed, lithographed or type-
written temporary fully registered Bonds , substantially of the
tenor of the definitive Bonds in lieu of which such temporary
Bond or Bonds are issued, in authorized denominations or any
whole multiples thereof , and with such omissions , insertions and
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33
variations as may be appropriate to such temporary Bonds . The
Agency at its own expense shall prepare and execute and, upon the
surrender at the corporate trust.. office of the Registrar of such
temporary Bonds for which no payment or only partial payment has
been provided, the Registrar shall authenticate and, without
charge to the Holder thereof, deliver in exchange therefor , at
the principal corporate trust office of the Registrar , definitive
Bonds of the same aggregate principal amount , Series and maturity
as the temporary Bonds surrendered. Until so exchanged, the
temporary Bonds shall in all respects be entitled to the same
benefits and security as definitive Bonds issued pursuant to this
Resolution.
SECTION 208. FORM OF BONDS. The text of the Bonds shall be
of the tenor set forth in Exhibit B to this Resolution, with such
omissions , insertions and variations as may be necessary and
desirable and authorized or permitted by this Resolution or a
Chairman ' s Certificate.
[END OF ARTICLE I I ]
•
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34
ARTICLE III
COVENANTS, FUNDS AND APPLICATION THEREOF
SECTION 301. BONDS NOT TO BE INDEBTEDNESS OF THE AGENCY OR
THE CITY. The Bonds shall not be and shall not constitute an
indebtedness of the Agency or the City, within the meaning of any
constitutional , statutory or charter provisions or limitations ;
but shall be payable solely, as provided in this Resolution, from
the Pledged Funds . No holder or holders of any Bonds issued
hereunder shall ever have the right to compel the exercise of the
ad valorem. taxing power of the City, or taxation in any form of
any real or personal property therein, or the application of any
other funds of the Agency or the City to pay the Bonds or the
interest thereon or the making of any sinking fund or reserve
payments provided for herein.
SECTION 302. BONDS SECURED BY PLEDGE OF PLEDGED FUNDS. The
payment of the principal of, interest and premium, if any, on all
of the Bonds issued hereunder and any additional parity Bonds
hereafter issued, as provided herein, shall be secured forthwith
equally and ratably by a first lien on and pledge of the Pledged
Funds . The Trust Fund Revenues in an amount sufficient to pay
the principal of and interest on the Bonds herein authorized and
to make the payments into the Sinking Fund (hereinafter created
and established) and all other payments provided for in this
Resolution, as well as moneys held in the funds and accounts
created under this resolution (other than the Rebate Fund) , are
hereby irrevocably pledged to the payment of the principal of and
interest on the Bonds authorized herein, and other payments pro-
vided for herein, as the same become due and payable .
The Bonds and the obligation evidenced thereby shall not
constitute a lien upon any property owned by or situated within
the corporate territory of the Agency or the City, but shall
constitute a lien only on the Pledged Funds all in the manner
provided in this Resolution.
SECTION 303. APPLICATION OF BOND PROCEEDS; ACQUISITION AND
CONSTRUCTION FUND.
(a) All moneys received by the Agency from the sale of the
Series 1989 Bonds issued pursuant to this Resolution, unless
otherwise provided in the Chairman ' s Certificate shall be simul-
taneously disbursed as follows:
( 1) Proceeds derived from the sale of the Series
1989 Bonds equal to the accrued interest on the Series 1989
Bonds shall be deposited in the Interest Account , herein-
after created and established, and used for the purpose of
paying interest on the Series 1989 Bonds as the same becomes
due and payable .
( 2) Proceeds derived from the sale of the Series
1989 Bonds , together with other moneys lawfully available
therefor , if any, shall be deposited in a Cost of Issuance
Fund (hereinafter referred to as the "Cost of Issuance
Fund" ) which is hereby created and established to be held by
the Agency and used for the purpose of paying such costs of
issuance of the Series 1989 Bonds as the Agency shall deter-
mine are appropriate .
( 3) Proceeds derived from the sale of the Series
1989 Bonds in an amount equal to the Reserve Account
Requirement shall be deposited in the Debt Service Reserve
Account, horainaf kar craatad and aatabliahed .
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35
( 4 ) The balance of the proceeds derived from the
sale of the Series 1989 Bonds, together with other moneys
lawfully available therefor , if any, shall be deposited in a
subaccount designated "the Series 1989 Account" of a special
fund hereby created, established and designated as the
"Miami Beach Redevelopment Agency Acquisition and Construc-
tion Fund" (hereinafter referred to as the "Acquisition and
Construction Fund" ) to be held and administered by the
Trustee. Such proceeds and other available moneys shall be
applied by the Trustee as set forth in Section 303 (c) below.
(b) All moneys received by the Agency from the sale of any
Series of Bonds, other than the Series 1989 Bonds, authorized and
issued pursuant to this Resolution, unless otherwise provided by
subsequent proceedings of the Agency authorizing such Series of
Bonds, shall be simultaneously disbursed as follows:
( 1 ) The accrued interest , if any, derived from the
sale of Bonds shall be deposited in the Interest Account and
used for the purpose of paying interest on the Bonds as the
same becomes due and payable .
( 2 ) Proceeds derived from the sale of Bonds,
together with other moneys lawfully available therefor , if
any, shall be deposited in the Cost of Issuance Fund and
used for the purpose of paying such costs of issuance of
such Bonds as the Agency shall determine are appropriate.
( 3 ) Proceeds of the sale of such Bonds , together
with other moneys lawfully available therefor , if any, shall
be deposited in the Debt Service Reserve Account in an
amount sufficient to make the amount in the Debt Service
Reserve Account equal to the Reserve Account Requirement on
the Bonds Outstanding under the Resolution; provided,
however , that the Agency may elect to fund any increase in
the Reserve Account Requirement as a result of the sale of
the Bonds by the deposit of a Reserve Account Insurance
Policy or Reserve Account Letter of Credit as provided in
Section 304 (D) hereof .
( 4 ) The balance of the proceeds derived from the
sale of such Bonds , other than Bonds issued to refund Out-
standing Bonds , together with other moneys lawfully avail-
able therefor , if any, shall be deposited in a subaccount of
the Acquisition and Construction Fund designated with the
Series of Bonds applicable thereto. Such proceeds and other
available moneys shall be applied by the Trustee as set
forth in Section 303 (c) below.
( 5 ) The balance of the proceeds derived from the
sale of such Bonds issued to refund Outstanding Bonds shall
be applied to provide for the refunding of such Outstanding
Bonds to be refunded in accordance with a resolution adopted
by the Commission prior to the issuance of such Bonds .
(c) Proceeds and other moneys on deposit in the Acquisi-
tion and Construction Fund shall be disbursed by the Trustee in
accordance with the provisions of this subsection ( c) . With-
drawals may be made by the Agency from the Acquisition and Con-
struction Fund upon receipt by the Trustee of a written requisi-
tion executed by a duly authorized official of the Agency, speci-
fying the purpose for which such withdrawal is to be made and
certifying that such purpose is included within the scope of the
project for which the applicable Series of Bonds was issued. In
addition, ( i ) in the case of the Series 1989 Bonds, an authorized
official of the Agency shall deliver to the Trustee with each
such requisition a certificate in the form of Exhibit C, attached
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36
hereto and made a part hereof and ( ii ) in thecase of any other
Series of Bonds, an authorized official of the Agency shall
deliver to the Trustee with each such requisition such other
certificates as may be provided for in a resolution of the Agency
authorizing such Series of Bonds . If for any reason the moneys
in the Acquisition and Construction Fund, or any part thereof
including any investment earnings on deposit therein, are not
necessary for , or are not applied to the purposes provided for
the applicable Series of Bonds , then such unapplied proceeds ,
upon certification of a duly authorized official of the Agency
that such surplus proceeds are not needed for such purposes ,
shall be applied to the redemption or purchase or payment of
principal of Outstanding Bonds .
Moneys on deposit in the Acquisition and Construction Fund
may be invested and reinvested to the fullest extent practicable
in Permitted Investments maturing not later than such date or
dates on which such moneys shall be needed for the purposes of
the Acquisition and Construction Fund. The earnings and invest-
ment income derived from the moneys and investments on deposit in
the Acquisition and Construction Fund shall be deposited and
maintained in the Acquisition and Construction Fund and used for
the purposes thereof .
(d) The proceeds of the sale of the Bonds shall be and
constitute trust funds for the purposes hereinabove provided and
there is hereby created a lien upon such moneys, until so
applied, in favor of the holders of said Bonds .
SECTION 304. COVENANTS OF THE AGENCY. The Agency hereby
covenants and agrees with the holders of any and all of the Bonds
issued pursuant to this Resolution as follows :
A. TAX COVENANTS.
( 1) The Agency will not take any action or omit to
take any action, which action or omission, if reasonably expected
on the date of initial issuance and delivery of the Bonds , would
result in the failure to exclude interest on the Bonds from gross
income for Federal income tax purposes under Section 103 (a) of
the Code. Particularly, the Agency will not take any action or
omit to take any action, which action or omission, if reasonably
expected on the date of the initial issuance and delivery of the
Bonds, would have caused any of the Bonds to be "arbitrage bonds"
within the meaning of Section 148 of the Code .
( 2 ) The Agency shall comply with the arbitrage
rebate covenants as provided in Section 304 (E) hereof.
B. REDEVELOPMENT PLAN. The Agency will carry out the
purposes of the Redevelopment Plan within the Redevelopment Area
all in accordance with the Act and will take all such actions as
are required to carry out the full intent of the Redevelopment
Plan.
C. TRUST FUND. As soon as the same are received by the
Agency, all of the Trust Fund Revenues shall be forthwith
deposited into the Trust Fund. The Trust Fund shall constitute a
trust fund for the purposes provided in this Resolution, shall be
held by the Agency and shall be maintained separate and distinct
from all other funds of the Agency and used only for the purpoeee
and in the manner provided in this Resolution and the Act .
D. DISPOSITION OF TRUST FUND REVENUES. There is hereby
created and established as a sub-fund of the Trust Fund the
"Miami Beach Redevelopment Agency Sinking Fund" (hereinafter
referred to as the "Sinking Fund" ) . There are also hereby cre-
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37
ated four ( 4) ,separate accounts in the Sinking Fund to be known
as the "Interest Account , " the "Principal Account, " the "Bond
Redemption Account" and the "Debt Service Reserve Account . " The
Sinking Fund and the accounts therein shall be held and admin-
istered by the Trustee .
All Trust Fund Revenues received by the Agency from the City
and the County on deposit in the Trust Fund shall be disposed of
by the Agency only in the following manner :
( 1 ) Trust Fund Revenues shall first be used, to the
full extent necessary, for deposit with the Trustee into the
Interest Account in the Sinking Fund, immediately upon
receipt of such Trust Fund Revenues , of such sums as shall
be sufficient to pay the interest becoming due on the Bonds
during such calendar year ; provided, however , that such
deposit for interest shall not be required to be made into
the Interest Account to the extent that money on deposit
therein is sufficient for such purpose and, provided fur-
ther , that in the event the Agency has issued additional
parity Variable Rate Bonds pursuant to the provisions of
this Resolution, Trust Fund Revenues shall be deposited at
such other or additional times and amounts as necessary to
pay the interest becoming due on the Variable Rate Bonds
during such calendar year , all in the manner provided in the
supplemental resolution authorizing such additional parity
Variable Rate Bonds or in a resolution determining the
details of Variable Rate Bonds that have been authorized but
unissued.
The Trustee shall, on each Interest Payment Date,
transfer to the Paying Agent moneys in an amount equal to
the interest due on such Interest Payment Date or shall
advise the Paying Agent of the amount of any deficiency in
the amount so transferred so that the Paying Agent may give
appropriate notice required to provide for the payment of
such deficiency from any Reserve Account Insurance Policy or
Reserve Account Letter of Credit on deposit in the Debt
Service Reserve Account .
( 2 ) (a) Trust Fund Revenues shall next be used, to
the full extent necessary, for deposit with the Trustee into
the Principal Account in the Sinking Fund, immediately upon
receipt of such Trust Fund Revenues , of such sums as shall
be sufficient to pay the principal amount of Serial Bonds
which will mature during such calendar year ; provided,
however , that such deposit for principal shall not be
required to be made into the Principal Account to the extent
that money on deposit therein is sufficient for such
purpose.
The Trustee shall , on the business day prior to each
principal payment date, transfer to the Paying Agent moneys
in an amount equal to the principal due on such principal
payment date or shall advise the Paying Agent of the amount
of any deficiency in the amount so transferred so that the
Paying Agent may give appropriate notice required to provide
for the payment of such deficiency from any Reserve Account
Insurance Policy or Reserve Account Letter of Credit on
deposit in the Debt Service Reserve Account .
(b) Trust Fund Revenues shall next be used, to
the full extent necessary, for deposit with the Trustee into
the Bond Redemption Account in the Sinking Fund, immediately
upon receipt of such Trust Fund Revenues, of such Amortiza-
tion Requirements as may be required for the payment of the
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Term Bonds payable from the Bond Redemption Account during
such calendar year .
The moneys in the Bond Redemption Account shall
be used solely for the purchase or redemption of the Term
Bonds payable therefrom. The Agency may at any time
purchase any of said Term Bonds at prices not greater than
the then redemption price of said Term Bonds . If the Term
Bonds are not then redeemable, the Agency may purchase said
Term Bonds at prices not greater than the redemption price
of such Term Bonds on the next ensuing redemption date . The
Agency shall be mandatorily obligated to use any moneys in
the Bond Redemption Account for the redemption prior to
maturity of such Term Bonds at such times as the same are
subject to mandatory redemption. If, by the application of
moneys in the Bond Redemption Account, however , the Agency
shall purchase or call for redemption in any year Term Bonds
in excess of the Amortization Requirements for such year ,
such excess of Term Bonds so purchased or redeemed shall be
credited in such manner and at such times as the Executive
Director shall determine over the remaining payment dates .
No distinction or preference shall exist in the
use of the moneys on deposit in the Trust Fund for payment
into the Interest Account , the Principal Account and the
Bond Redemption Account , such accounts being on a parity
with each other as to payment from the Trust Fund .
( 3 ) Trust Fund Revenues shall next be used, to the
full extent necessary, for deposit with the Trustee into the
Debt Service Reserve Account , immediately upon receipt of
such Trust Fund Revenues , of the difference between the
amount on deposit in the Debt Service Reserve Account
( including any Reserve Account Insurance Policy or Reserve
Account Letter of Credit) and the Reserve Account Require-
ment for the Bonds Outstanding, and, provided, further , that
no payments shall be required to be made into the Debt
Service Reserve Account whenever and as long as the amount
deposited therein ( including any Reserve Account Insurance
Policy or Reserve Account Letter of Credit) shall be equal
to the Reserve Account Requirement for the Bonds Outstand-
ing .
Notwithstanding the foregoing provisions , in lieu of
or in substitute for the required deposits of Trust Fund
Revenues ( including existing deposits of Trust Fund
Revenues ) into the Debt Service Reserve Account , the Agency
may cause to be deposited into the Debt Service Reserve
Account a Reserve Account Insurance Policy or a Reserve
Account Letter of Credit for the benefit of the holders of
the Bonds Outstanding in an amount equal to the difference
between the Reserve Account Requirement for the Bonds Out-
standing and the sums then on deposit in the Debt Service
Reserve Account , if any, which Reserve Account Insurance
Policy or Reserve Account Letter of Credit shall be payable
or available to be drawn upon, as the case may be , (upon the
giving of notice as required thereunder ) on any Interest
Payment Date on which a deficiency exists which cannot be
cured by moneys in any other fund or account held pursuant
to this Resolution and available for such purpose . If a
disbursement is made under the Reserve Account Insurance
Policy or the Reserve Account Letter of Credit , the Agency
shall be obligated to either reinstate the maximum limits of
such Reserve Account Insurance Policy or Reserve Account
Letter of Credit immediately following such disbursement or
to deposit into the Debt Service Reserve Account from the
Trust Fund Revenues , as herein provided, funds in the amount
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of the disbursements made under such Reserve Account Insur-
ance Policy or Reserve Account Letter of Credit , or a
combination of such alternatives as shall equal the Reserve
Account Requirement for the Bonds Outstanding.
Moneys in Debt Service Reserve Account shall be used
only for the purpose of making payments of principal of and
interest on the Bonds when the moneys in the Trust Fund or
any other fund or account held pursuant to this Resolution
and available for such purpose are insufficient therefor .
Any moneys in the Debt Service Reserve Account in
excess of the Reserve Account Requirement for the Bonds
Outstanding may, in the discretion of the Agency, be trans-
ferred to and deposited in the Interest Account , the Prin-
cipal Account or the Bond Redemption Account as the Agency
at its option may determine.
The Debt Service Reserve Account shall be valued at
least once in each Fiscal Year and the value of securities
on deposit therein shall be the lower of par , or if pur-
chased at other than par , amortized value . Amortized value,
when used with respect to securities purchased at a premium
above or a discount below par , shall mean the value at any
given date obtained by dividing the total premium or dis-
count at which such securities were purchased by the number
of interest payment dates remaining to maturity on such
securities after such purchase and by multiplying the amount
so calculated by the number of interest payment dates having
passed since the date of purchase; and ( i ) in the case of
securities purchased at a premium, by deducting the product
thus obtained from the purchase price, and ( ii ) in the case
of securities purchased at a discount, by adding the product
thus obtained to the purchase price.
( 4 ) Trust Fund Revenues shall next be used for the
payment of any subordinated obligations hereafter issued by
the Agency in accordance with Section 304 (G) of this Resolu-
tion, which subordinate obligations shall have such lien on
the Trust Fund Revenues as the Agency shall determine in the
proceedings authorizing the issuance of such subordinated
obligations .
( 5) Thereafter , the balance of any Trust Fund
Revenues remaining in said Trust Fund shall, subject to
Section 304 (A) , be used by the Agency for any lawful
purposes ; provided, however , that none of such Trust Fund
Revenues shall ever be used for the purposes provided in
this paragraph ( 5 ) unless all payments required in para-
graphs ( 1 ) through ( 4 ) above, including any deficiencies for
prior payments and any amounts due to the issuer of any
Reserve Account Insurance Policy or Reserve Account Letter
of Credit, have been made in full to the date of such use.
Notwithstanding anything in Section 304 (D) ( 1 ) & ( 2 ) to the
contrary failure to make the scheduled payments specified therein
shall not constitute a breach of the Agency' s obligations under
this Resolution so long as, on the date that any interest or
principal payment is due on the Bonds, monies sufficient to make
such payment are on deposit in the Interest Account , Principal
Account or the Bond Redemption Account , as the case may be.
Notwithstanding the foregoing or any other provision herein
to the contrary, if any amount applied to the payment of princi-
pal of and premium, if any, and interest on the Bonds that would
have been paid from an account in the ' Sinking Fund, is paid
instead under a Credit Facility or a Liquidity Facility, amounts
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deposited in such relevant account may be paid, to :the extent
required, to the issuer of the Credit Facility or Liquidity
Facility having therefore made said corresponding payment.
E. REBATE FUND. There is hereby created and established
the "Rebate Fund" which fund shall be maintained with the Trustee
separate and apart from all other funds and accounts of the
Trustee or the Agency. Notwithstanding anything in this Resolu-
tion to the contrary, the Agency shall transfer or cause to be
transferred the amounts required to be transferred in order to
comply with the arbitrage rebate covenants contained in a certi-
ficate to be executed and delivered by the Agency in connection
with the issuance of each Series of Bonds . The Agency shall
cause the Trustee to make payments from the Rebate Fund of
amounts required to be deposited therein to the United States of
America in the amounts and at the times required by such arbi-
trage rebate covenants . The Agency covenants for the benefit of
the Bondholders that it will comply with the requirements of the
arbitrage rebate covenants . There shall be excluded from the
pledge and lien of this Resolution the Rebate Fund, together with
all moneys and securities from time to time held therein and all
investment earnings derived therefrom. The Agency shall not be
required to comply with the requirements of this Section 304 (E)
in the event that the Agency obtains an opinion of nationally
recognized bond counsel that ( i ) such compliance is not required
in order to maintain the exclusion from gross income for Federal
income tax purposes of interest on the Bonds and/or ( ii ) com-
pliance with some other requirement is necessary to maintain the
exclusion from gross income for Federal income tax purposes of
interest on the Bonds.
F. INVESTMENT OF FUNDS. The Trust Fund, the Sinking
Fund, including the Interest Account , Principal Account, Bond
Redemption Account and Debt Service Reserve Account and the Cost
of Issuance Fund and all other special funds (other than the
Rebate Fund) created and established by this Resolution shall
constitute trust funds in favor of the Bondholders and shall be
invested at the direction of the Agency as provided in this
Section 304 (F) .
Moneys on deposit in the Trust Fund, Interest Account , Prin-
cipal Account , Bond Redemption Account and Cost of Issuance Fund
may be invested in Permitted Investments maturing not later than
the dates on which such moneys will be needed for the purposes of
such fund or account .
Moneys on deposit in the Debt Service Reserve Account may be
invested in Permitted Investments maturing not later than the
final maturity of any of the Bonds .
All income and earnings received from the investment and
reinvestment of moneys in the Interest Account, the Principal
Account and the Bond Redemption Account in the Sinking Fund shall
be retained in the respective accounts and applied as a credit
against the obligation of the Agency to transfer moneys from the
Trust Fund to such accounts pursuant to Section 304(D) ( 1 ) and
Section 304 (D) ( 2 ) (a) and Section 304 (D) ( 2) (b) of this Resolution,
respectively.
All income and earnings received from the investment and
reinvestment of moneys in the Debt Service Reserve Account in the
Sinking Fund shall be retained in the Debt Service Reserve
Account and applied as a credit against the obligation of the
Agency to transfer moneys from the Trust Fund to such account ,
unless the amount in such account shall exceed the Reserve
Account Requirement , in which event such excess may be applied in
the manner set forth for excess amounts in the Debt Service
Reserve Account , as described in Section 304 (D) ( 3) .
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All income and earnings received from the investment and
reinvestment of moneys in the Cost of Issuance Fund shall be
transferred to the Trust Fund.
For the purpose of investing or reinvesting, the Agency and
the Trustee may commingle moneys in the funds and accounts
created and established hereunder (other than the Rebate Fund) in
order to achieve greater investment income; provided that the
Agency and the Trustee shall separately account for the amounts
so commingled. The amounts required to be accounted for in each
of the funds and accounts designated herein (other than the
Rebate Fund) may be deposited in a single bank account provided
that adequate accounting procedures are maintained to reflect and
control the restricted allocations of the amounts on deposit
therein for the various purposes of such funds and accounts as
herein provided.
G. ISSUANCE OF OTHER OBLIGATIONS PAYABLE OUT OF TRUST
FUNDS. Except upon the conditions and in the manner provided
herein, the Agency will not issue any other obligations payable
from the Pledged Funds, nor voluntarily create or cause to be
created any debt, lien, pledge, assignment , encumbrance or any
other charge having priority to or being on a parity with the
lien of the Bonds issued pursuant to this Resolution and the
interest thereon, upon any of the Pledged Funds ; provided that
the Agency may enter into agreements with issuers of Credit
Facilities and Liquidity Facilities which involve liens on Trust
Fund Revenues on a parity with that of the Series of Bonds or
portion thereof which is supported by such Credit Facilities or
Liquidity Facilities . Any other obligations, in addition to the
Bonds authorized by this Resolution or additional parity Bonds
issued under the terms, restrictions and conditions contained in
this Resolution, shall provide that such obligations are junior ,
inferior and subordinate in all respects to the Bonds issued
pursuant to this Resolution as to lien on and source and security
for payment from the Trust Fund Revenues and in all other
respects. Nothing in this Resolution shall be deemed to prohibit
the Agency from entering into currency swaps or other arrange-
ments for pledging interest rates on any indebtedness .
H. ISSUANCE OF ADDITIONAL PARITY BONDS. No additional
parity Bonds, as in this subsection defined, payable on a parity
with Bonds issued pursuant to this Resolution out of Pledged
Funds shall be issued after the issuance of any Bonds pursuant to
this Resolution unless the following, among other conditions , are
complied with:
( 1 ) The Agency must be current in all deposits into
the various funds and accounts and all payments theretofore
required to have been deposited or made by it under the
provisions of this Resolution and the Agency must be
currently in compliance with the covenants and provisions of
this Resolution and any supplemental resolution hereafter
adopted for the issuance of additional parity Bonds; unless
upon the issuance of such additional parity Bonds the Agency
will be in compliance with all such covenants and provi-
sions.
( 2) The amount of the Trust Fund Revenues during the
immediately preceding Fiscal Year or any twelve ( 12 ) conse-
cutive months selected by the Agency of the eighteen ( 18 )
months immediately preceding the issuance of said additional
parity Bonds, as certified by an independent certified
public accountant , were at least equal to one hundred twenty
five percent ( 125% ) of the Maximum Annual Debt Service on
( 1 ) the Bonds originally issued pursuant to this Resolution
and then Outstanding , ( 2 ) any additional parity Bonds there-
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tofore issued and then Outstanding, and ( 3) the additional
parity Bonds then proposed to be issued.
( 3) The Agency need not comply with subparagraph ( 2 )
of this paragraph in the issuance of additional parity Bonds
if and to the extent the Bonds to be issued are refunding
Bonds, that is , delivered in lieu of or in substitution for
Bonds originally issued under this Resolution or previously
issued additional parity Bonds, if the Agency shall cause to
be delivered a certificate of the Executive Director of the
Agency setting forth ( i ) the Maximum Annual Debt Service (A)
with respect to the Bonds of all Series Outstanding immedi-
ately prior to the date of authentication and delivery of
such refunding Bonds, and (B) with respect to the Bonds of
all Series to be Outstanding immediately thereafter , and
( ii ) that the Maximum Annual Debt Service set forth pursuant
to (B) above is no greater than that set forth pursuant to
(A) above.
Simultaneously with the delivery of any Bonds issued
pursuant to Sections ( 2 ) and ( 3 ) above for the purpose of
refunding any Bonds issued under this Resolution, the Agency
may withdraw from the Sinking Fund amounts theretofore
deposited which are allocable to the Bonds being refunded
and shall transfer said amounts in accordance with the reso-
lution providing for the issuance of the refunding Bonds,
provided that after such withdrawal the Agency shall be in
compliance with the provisions of this Resolution.
The term "additional parity Bonds" as used in this
Resolution shall be deemed to mean additional obligations
evidenced by Bonds issued upon the provisions and within the
limitations of this subsection to finance Redevelopment
Projects payable from the Pledged Funds on a parity with
Bonds originally authorized and issued pursuant to this
Resolution. Such Bonds shall be deemed to have been issued
pursuant to this Resolution the same as the Bonds originally
authorized and issued pursuant to this Resolution and all of
the covenants and other provisions of this Resolution
( except as to details of such Bonds evidencing such addi-
tional parity obligations inconsistent therewith) , shall be
for the equal benefit, protection and security of the
holders of any Bonds originally authorized and issued pur-
suant to this Resolution and the holders of any Bonds
evidencing additional obligations subsequently issued within
the limitations of and in compliance with this subsection.
All of such Bonds, regardless of the time or times of their
issuance shall rank equally with respect to their lien on
the Pledged Funds and their sources and security for payment
therefrom without preference of any Bonds over any other .
The term "additional parity Bonds" as used in this
Resolution shall not be deemed to include bonds , notes,
certificates or other obligations subsequently issued in
accordance with this Resolution, the lien of which on the
Pledged Funds is subject to the prior and superior lien on
the Pledged Funds of Bonds and the Agency shall not issue
any obligations whatsoever payable from the Pledged Funds ,
which rank equally as to lien and source and security for
their payment from such Pledged Funds , with Bonds except in
the manner and under the conditions provided in subsection
(G) above and this subsection.
I . BOOKS AND RECORDS. The Agency will keep separately
identifiable accounting records for the receipt of the Pledged
Funds by the use of a fund established in accordance with gener-
ally accepted accounting principles, and any holder of a Bond or
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Bonds issued pursuant to this Resolution, shall have the right at
all reasonable times to inspect all records, accounts and data of
the Agency relating thereto.
The Agency shall promptly after the close of each Fiscal
Year cause the books , records and accounts relating to the
Pledged Funds for such Fiscal Year to be properly audited by a
qualified, recognized and nationally known independent firm of
certified public accountants and shall file the report of such
certified public accountants in the office of the Executive
Director , and shall mail upon request , and make available gener-
ally, said report, or a reasonable summary thereof, to any holder
or holders of Bonds issued pursuant to this Resolution.
Such audited books, records and accounts shall contain the
statements required by generally accepted accounting principles
applicable to governmental entities , and a certificate of such
certified public accountants disclosing any breach on the part of
the Agency of any covenant herein.
J. NO IMPAIRMENT OF CONTRACT. The Agency has full power
and authority to irrevocably pledge the Pledged Funds to the
payment of the principal of and interest on the Bonds . The
pledge of such Pledged Funds , in the manner provided herein,
shall not be subject to repeal , modification or impairment by any
subsequent resolution, ordinance or other proceedings of the
Agency so long as any Bonds are Outstanding hereunder . The
Agency shall take all actions necessary and pursue such legal
remedies which may be available to it either in law or in equity
to prevent or cure any impairment by any entity other than the
Agency within the meaning of this subsection.
K. REMEDIES. Any holder of Bonds issued under the provi-
sions of this Resolution or the Trustee acting for such Bond-
holders, may either at law or in equity, by suit , action, man-
damus or other proceedings in any court of competent jurisdic-
tion, protect and enforce any and all rights under the laws of
the State, or granted and contained in this Resolution, and may
enforce and compel the performance of all duties required by this
Resolution or by any applicable statutes, including the Act , to
be performed by the Agency or by any officer thereof . Nothing
herein, however , shall be construed to grant any Holder of such
Bonds any lien on any property of the Agency, except as provided
herein. No Holder of Bonds, however , shall have any right in any
manner whatever to affect adversely, or prejudice the security of
this Resolution or to express any right hereunder except in the
manner herein provided, and all proceedings at law or in equity
shall be instituted and maintained for the benefit of all Holders
of Bonds.
The Holder or Holders of Bonds in an aggregate principal
amount of more than twenty per centum ( 20% ) of Bonds issued under
this Resolution then Outstanding may by a duly executed certi-
ficate in writing request the Trustee to represent such Bond-
holders in any legal proceedings for the enforcement and protec-
tion of the rights of such Bondholders . Such certificate shall
be executed by such Bondholders or their duly authorized attor-
neys or representatives, and shall be filed in the office of the
Executive Director .
L. ENFORCEMENT OF COLLECTIONS. The Agency will dili-
gently enforce and collect the Trust Fund Revenues and will take
all steps, actions and proceedings for the enforcement and col-
lection of such Trust Fund Revenues to the full extent permitted
or authorized by applicable laws , including the Act . All such
Trust Fund Revenues shall , as collected, be held in trust to be
applied as herein provided and not otherwise.
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•
M. DISCHARGE AND SATISFACTION OF BONDS. The covenants,
liens and pledges entered into, created or imposed pursuant to
this Resolution may be fully discharged and satisfied with
respect to all or a portion of the Bonds in any one or more of
the following ways :
( 1 ) by paying the principal of and interest on such
Bonds when the same shall become due and payable; or
( 2 ) by depositing in the Interest Account, the Prin-
cipal Account and the Bond Redemption Account and/or in such
other accounts which are irrevocably pledged to the payment
of Bonds as the Agency may hereafter create and establish by
resolution, certain moneys which together with other moneys
lawfully available therefor , if any, shall be sufficient at
the time of such deposit to pay when due the principal,
redemption premium, if any, and interest due and to become
due on said Bonds on or prior to the redemption date or
maturity date thereof; or
( 3 ) by depositing in the Interest Account , the Prin-
cipal Account and the Bond Redemption Account and/or such
other accounts which are irrevocably pledged to the payment
of Bonds as the Agency may hereafter create and establish by
resolution, moneys which together with other moneys lawfully
available therefor when invested in such Defeasance Obliga-
tions which shall not be subject to redemption prior to
their maturity other than at the option of the holder there-
of, will provide moneys which shall be sufficient to pay
when due the principal , redemption premium, if any, and
interest due and to become due on said Bonds on or prior to
the redemption date or maturity date thereof.
Upon such payment or deposit in the amount and manner
provided in this Section 304 (M) , Bonds shall be deemed to be
paid and shall no longer be deemed to be Outstanding for the
purposes of this Resolution and all liability of the Agency
with respect to said Bonds shall cease, terminate and be
completely discharged and extinguished, and the Holders
thereof shall be entitled for payment solely out of the
moneys or securities so deposited; provided that in the
event said Bonds do not mature and are not to be redeemed
within the next succeeding sixty ( 60 ) days, the Agency shall
have given the Registrar irrevocable instructions to give,
as soon as practicable, a notice to the Holders of said
Bonds by first-class mail, postage prepaid, stating that the
deposit of said moneys or Defeasance Obligations has been
made with an appropriate fiduciary institution acting as
escrow agent solely for the Holders of said Bond and other
Bonds being defeased, and that said Bonds are deemed to have
been paid in accordance with this Section and stating such
maturity or redemption date upon which moneys are to be
available for the payment of the principal of and premium,
if any, and interest on said Bonds .
( 4 ) As to Variable Rate Bonds, whether discharged
and satisfied under the provisions of subsection ( 1 ) , ( 2) or
( 3 ) above, the amount required for the interest thereon
shall be calculated at the maximum rate permitted by the
terms of the provisions which authorized the issuance of
such Variable Rate Bonds; provided however , that if on any
date, as a result of such Variable Rate Bonds having borne
interest at less than such maximum rate for any period, the
total amount of moneys and Defeasance Obligations on deposit
for the payment of interest on such Variable Rate Bonds is
in excess of the total amount which would have been required
to be deposited on such date in respect of such Variable
27 a
45
Rate Bonds in order tofully discharge and satisfy such
Bonds pursuant to the provisions of this Section, the Agency
may use the amount of such excess free and clear of any
trust, lien, security interest, pledge or assignment secur-
ing said Variable Rate Bonds or otherwise existing under
this Resolution.
( 5) Notwithstanding any of the provisions of this
Resolution to the contrary, Put Bonds and Extendible
Maturity Bonds may only be fully discharged and satisfied
either pursuant to subsection ( 1 ) above or by depositing in
the Interest Account, the Principal Account and the Bond
Redemption Account , or in such other accounts which are
irrevocably pledged to the payment of the Put Bonds as the
Agency may hereafter create and establish by resolution,
moneys which together with moneys lawfully available there-
for , if any, shall be sufficient at the time of such deposit
to pay when due the maximum amount of principal of and
redemption premium, if any, and interest on such Put Bonds
and Extendible Maturity Bonds which could become payable to
the Holders of such Bonds upon the exercise of any options
provided to the Holders of such Bonds ; provided however ,
that if , at the time a deposit is made pursuant to this
subsection ( 5) , the options originally exercisable by the
Holder of a Put Bond are no longer exercisable , such Bond
shall not be considered a Put Bond and Extendible Maturity
Bond for purposes of this subsection ( 5) .
(6 ) Notwithstanding the foregoing, all references to
the discharge and satisfaction of Bonds shall include the
discharge and satisfaction of any issue of Bonds , any por-
tion of an issue of Bonds, any maturity or maturities of an
issue of Bonds , any portion of a maturity of an issue of
Bonds or any combination thereof, provided that the provi-
sions of this subsection ( 6) shall not affect the require-
ments regarding Put Bonds and Extendible Maturity Bonds set
forth in subsection ( 5 ) .
In the event that the principal and redemption
price, if applicable, and interest due on the Bonds shall be
paid by the issuer of a Credit Facility or Liquidity
Facility pursuant to the terms thereof, the assignment and
pledge created hereunder and all covenants , agreements and
other obligations of the Agency to the Bondholders shall
continue to exist and the issuer of such Credit Facility or
Liquidity Facility shall be subrogated to the rights of such
Bondholders .
( 7 ) If any portion of the moneys deposited for the
payment of the principal of and redemption premium, if any,
and interest on any portion of Bonds is not required for
such purpose, the Agency may use the amount of such excess
free and clear of any trust , lien, security interest , pledge
or assignment securing sa.d Bonds or otherwise existing
under this Resolution.
N. CONCERNING THE RESERVE ACCOUNT INSURANCE POLICY, THE
RESERVE ACCOUNT LETTER OF CREDIT, CREDIT FACILITY AND/OR LIQUID-
ITY FACILITY. As long as the Agency shall have a Reserve Account
Insurance Policy and/or a Reserve Account Letter of Credit on
deposit in the Debt Service Reserve Account, the Agency covenants
that it will comply with the provisions of the Reserve Account
Insurance Policy and/or the reimbursement or .imilar agreement
with respect to the Reserve Account Letter of Credit .
As long as any Series of Bonds of the Agency are secured by
a Credit Facility or Liquidity Facility, the Agency covenants to
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46
comply with the requirements and conditions imposed on the Agency
by the issuer of the Credit Facility or Liquidity Facility.
Notwithstanding anything in this Resolution to the contrary,
the rights of any issuer of a Credit Facility or Liquidity
Facility created under this Resolution shall remain in full force
and effect only so long as the applicable . Credit Facility or
Liquidity Facility shall remain in effect and the issuer of such
Credit Facility or Liquidity Facility shall not be in default in
its payment obligations to the holders of Bonds secured by such
facility.
[END OF ARTICLE III ]
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ARTICLE IV
CONCERNING THE FIDUCIARIES
SECTION 401. ADDITIONAL PAYING AGENTS; APPOINTMENT AND
ACCEPTANCE OF DUTIES. The Agency may at any time or from time to
time appoint one or more other Paying Agents having the quali-
fications set forth in this Article IV for a successor Paying
Agent; provided that nothing herein shall prevent the Agency from
appointing itself as the Paying Agent hereunder . Each Paying
Agent shall signify its acceptance of the duties and obligations
imposed upon it by this Resolution by executing and delivering to
the Agency a written acceptance thereof .
SECTION 402. RESPONSIBILITIES OF FIDUCIARIES. The recitals
of facts herein and in the Bonds contained shall be taken as the
statements of the Agency and no Fiduciary assumes any responsi-
bility for the correctness of the same . No Fiduciary makes any
representation as to the validity or sufficiency of this Resolu-
tion or of any Bonds issued thereunder or as to the security
afforded by this Resolution, and no Fiduciary shall incur any
liability in respect thereof . The Registrar shall, however , be
responsible for its representation contained in its certificate
of authentication of the Bonds . No Fiduciary shall be under any
responsibility or duty with respect to the application of any
moneys paid by such Fiduciary in accordance with the provisions
of this Resolution to or upon the order of the Agency or any
other Fiduciary. No Fiduciary shall be under any obligation or
duty to perform any act which would involve it in expense or
liability or to institute or defend any suit in respect thereof ,
or to advance any of its own moneys, unless properly indemni-
fied. No Fiduciary shall be liable in connection with the
performance of its duties hereunder except for its own negli-
gence, misconduct or default .
SECTION 403. EVIDENCE ON WHICH FIDUCIARIES MAY ACT.
(a) Each Fiduciary, upon receipt of any notice, resolu-
tion, request , consent, order , certificate, report , opinion,
bond, or other paper or document furnished to it pursuant to any
provision of this Resolution, shall examine such instrument to
determine whether it conforms to the requirements of this Resolu-
tion and shall be protected in acting upon any such instrument
believed by it to be genuine and to have been signed or presented
by the proper party or parties . Each Fiduciary may reasonably
consult with counsel, who may or may not be of counsel to the
Agency, and the opinion of such counsel shall be full and
complete authorization and protection in respect of any action
taken or suffered by it under this Resolution in good faith and
in accordance therewith.
(b) Whenever any Fiduciary shall deem it necessary or
desirable that a matter be proved or established prior to taking
or suffering any action under this Resolution, such matter
(unless other evidence in respect thereof be therein specifically
prescribed) may be deemed to be conclusively proved and estab-
lished by a certificate of the Chairman, Executive Director or
his designee, and such certificate shall be full warrant for any
action taken or suffered in good faith under the provisions of
this Resolution upon the faith thereof; but in its discretion the
Fiduciary may in lieu thereof accept other evidence of such fact
or matter or may require such further or additional evidence as
it may deem reasonable.
(c) Except as otherwise expressly provided in this Resolu-
tion, any request , order , notice or other direction required or
permitted to be furnished pursuant to any provision thereof by
the Agency to any Fiduciary shall be sufficiently executed in the
name of the Agency by the Chairman, Executive Director or
designee of either of them.
_ 3 O - 48
V
SECTION 404. COMPENSATION. The Agency may agree with any
Fiduciary to pay to such Fiduciary from time to time reasonable
compensation for all services rendered under this Resolution, and
also all reasonable expenses, charges, counsel fees and other
disbursements , including those of its attorneys , agents and
employees, incurred in and about the performance of their powers
and duties under this Resolution. The Agency may also agree with
any Fiduciary to indemnify any Fiduciary for any and all of its
reasonable fees , costs and expenses resulting from any claim,
liability or the like incurred in and about the performance of
its powers and duties under this Resolution.
SECTION 405. CERTAIN PERMITTED ACTS. Any Fiduciary, indi-
vidually or otherwise, may become the owner of any Bonds, with
the same rights it would have if it were not a Fiduciary. To the
extent permitted by law, any Fiduciary may act as depositary for ,
and permit any of its officers or directors to act as a member
of, or in any other capacity with respect to, any committee
formed to protect the rights of Bondholders or to effect or aid
in any reorganization growing out of the enforcement of the Bonds
or this Resolution, whether or not any such committee shall rep-
resent the Holders of a majority in principal amount of the Bonds
then Outstanding .
SECTION 406. MERGER OR CONSOLIDATION. Any entity into
which any Fiduciary may be merged or converted or with which it
may be consolidated or any entity resulting from any merger ,
conversion or consolidation to which it shall be a party or any
entity to which any Fiduciary may sell or transfer all or sub-
stantially all of its corporate trust business, provided such
entity shall be a bank or trust company organized under the laws
of any state of the United States or a national banking associa-
tion or shall be a successor entity to the Agency, if the Agency
is acting as Fiduciary hereunder ; and shall be authorized by law
to perform all duties imposed upon it by this Resolution, shall
be the successor to such Fiduciary without the execution or
filing of any paper or the performance of any further act.
SECTION 407. ADOPTION OF AUTHENTICATION. In case any of
the Bonds contemplated to be issued under this Resolution shall
have been authenticated but not delivered, any successor Regis-
trar may adopt the certificate of authentication of any predeces-
sor Registrar so authenticating such Bonds and deliver such Bonds
so authenticated; and in case any of the said Bonds shall not
have been authenticated, any successor Registrar may authenticate
such Bonds in the name of the predecessor Registrar , or in the
name of the successor Registrar , and in all such cases such cer-
tificate
er-
tificate shall be fully effective.
SECTION 408. RESIGNATION OR REMOVAL OF FIDUCIARY AND
APPOINTMENT OF SUCCESSOR. Any Fiduciary may at any time resign
and be discharged of the duties and obligations created by this
Resolution by giving at least 60 days ' written notice to the
issuer of a Credit Facility or Liquidity Facility, the Agency,
and the other Fiduciaries . Any Fiduciary may be removed at any
time by an instrument filed with such Fiduciary and the issuer of
each Credit Facility or Liquidity Facility and signed by the
Chairman, Executive Director or his designee. Any successor
Fiduciary shall be appointed by the Agency and shall be, if other
than the Agency or its successor entity, a bank or trust company
organized under the laws of any state of the United States or a
national banking association, willing and able to accept the
office on reasonable and customary terms and authorized by law to
perform all the duties imposed upon it by this Resolution. The
Agency shall notify the issuer of each Credit Facility or
Liquidity c'aci 13 ky of the appoinhmen of any successor Fidu-
ciary. In the event of the resignation or removal of any
Fiduciary, such Fiduciary shall pay over , assign and deliver any
moneys held by it as Fiduciary to its successor .
31 -
49
SECTION 409 . VACANCY. If at any time hereafter any Fidu-
ciary shall resign, be removed, be dissolved, or otherwise become
incapable of acting, or if the bank or trust company acting as
any Fiduciary shall be taken over by any governmental official,
agency, department or board, the position of Fiduciary shall
thereupon become vacant . If the position of such Fiduciary shall
become vacant for any of the foregoing reasons or for any other
reasons, the Agency shall appoint a successor Fiduciary and shall
publish notice of any such appointment by it made once in each
week for two ( 2 ) successive weeks in a daily newspaper of general
circulation or a financial journal published in the Borough of
Manhattan, City and State of New York .
At any time within one year after any such vacancy shall
have occurred, the Holders of a majority in aggregate principal
amount of the Bonds hereby secured and then Outstanding, by an
instrument or concurrent instruments in writing, executed by such
Bondholders or their attorneys in fact or legal representatives
and filed with the Agency, may appoint a successor Fiduciary
which shall supersede such Fiduciary theretofore appointed by the
Agency. Photostatic copies of each such instrument shall be
delivered promptly by the Agency to the predecessor Fiduciary and
to the Fiduciary so appointed by the Bondholders.
If no appointment of a successor Fiduciary shall be made
pursuant to the foregoing provisions of this Section, the Holder
of any Bond Outstanding hereunder or any retiring Fiduciary may
apply to any court of competent jurisdiction to appoint a succes-
sor Fiduciary. Such court may thereupon, after such notice, if
any, as such court may deem proper and prescribe, appoint a suc-
cessor Fiduciary.
Any Fiduciary hereafter appointed, if not the Agency or its
successor entity, shall be a bank or trust company authorized by
law to exercise corporate trust powers and subject to examination
by federal or state authority, of good standing and having at the
time of its appointment a combined capital and surplus aggregate
not less than Fifty Million Dollars ( $50 , 000 ,000 ) .
[END OF ARTICLE IV]
- 32 - 50
ARTICLE V
EXECUTION OF INSTRUMENTS BY BONDHOLDERS
AND PROOF OF OWNERSHIP OF BONDS
SECTION 501. PROOF OF EXECUTION OF DOCUMENTS AND OWNERSHIP.
(a) Any request , direction, consent or other instrument in
writing required by this Resolution to be signed or executed by
Bondholders may be in any number of concurrent instruments of
similar tenor and may be signed or executed by such Bondholders
in person or by their attorneys or legal representatives
appointed by an instrument in writing. Proof of the execution of
any such instrument and of the ownership of Bonds shall be suffi-
cient for any purpose of this Resolution and shall be conclusive
in favor of the Fiduciary with regard to any action taken by it
under such instrument if made in the following manner :
( 1 ) The fact and date of the execution by any person
of any such instrument may be proved by the verification of
any officer in any jurisdiction who, by the laws thereof,
has power to take affidavits within such jurisdiction, to
the effect that such instrument was subscribed and sworn to
before him, or by an affidavit of a witness to such execu-
tion. Where such execution is in behalf of a person other
than an individual , such verification shall also constitute
sufficient approval of the authority of the signor thereof .
( 2 ) The ownership of Bonds shall be proved by the
registration books required to be maintained pursuant to the
provisions of this Resolution.
Nothing contained in this Article shall be construed as
limiting the Fiduciary to such proof, it being intended that the
Fiduciary may accept any other evidence of the matters herein
stated which it may deem sufficient .
(b) If the Agency shall solicit from the Holders any
request, direction, consent or other instrument in writing re-
quired or permitted by this Resolution to be signed or executed
by the Holders, the Agency may, at its option, fix in advance a
record date for determination of Holders entitled to give each
request , direction, consent or other instrument, but the Autho-
rity shall have no obligation to do so. If such a record date is
fixed, such request, direction, consent or other instrument may
be given before or after such record date, but only the Holders
of record at the close of business on such record date shall be
deemed to be Holders for the purposes of determining whether
Holders of the requisite proportion of Bonds have authorized or
agreed or consented to such request , direction, consent or other
instrument, and for that purpose the Bonds shall be computed as
of such record date .
(c) Any request or consent o,. the Holder of any Bond shall
bind every future Holder of the same Bond in respect of anything
done by the Agency or any Fiduciary in pursuance of such request
or consent .
[END OF ARTICLE V]
- 3 3 - 51
ARTICLE VI
MISCELLANEOUS PROVISIONS
SECTION 601. MODIFICATION OR AMENDMENT. Except as other-
wise provided in the second paragraph hereof, no adverse material
modification or amendment of this Resolution, or of any resolu-
tion amendatory hereof or supplemental hereto, may be made with-
out the consent in writing of ( i ) the Holders of more than fifty
( 50% ) per centum in aggregate principal amount of the Bonds then
Outstanding or ( ii ) in case less than all of the several Series
of Bonds then Outstanding are affected by the modification or
amendment , the Holders of more than fifty ( 50%) per centum in
aggregate principal amount of the Bonds of each Series so
affected and Outstanding at the time such consent is given; pro-
vided, however, that no modification or amendment shall permit a
change in the maturity of such Bonds or a reduction in the rate
of interest thereon, or affecting the promise of the Agency to
pay the principal of and interest on the Bonds, as the same
mature or become due, from the Pledged Funds, or reduce the per-
centage of Holders of Bonds required above for such modification
or amendment, without the consent of the Holders of all the
Bonds .
For the purposes of this Section 601 , to the extent any
Series of Bonds is secured by a Credit Facility or Liquidity
Facility, then the consent of the issuer of the Credit Facility
or Liquidity Facility shall constitute the consent of the Holders
of such Series.
This Resolution may be amended, changed, modified and
altered without the consent of the Holders of Bonds or any Credit
Facility or Liquidity Facility:
(a) to cure any ambiguity or formal defect or omis-
sion in this Resolution or in any supplemental resolutions
or to correct or supplement any provision contained herein
which may be defective or inconsistent with any other provi-
sions contained herein; or
(b) to grant to or confer upon the Bondholders any
additional rights, remedies, powers, authority or security
that may lawfully be granted to or conferred upon the Bond-
holders or
(c) to add to the conditions, limitations and re-
strictions on the issuance of Bonds under the provisions of
this Resolution, other conditions, limitations and restric-
tions thereafter to be observed; or
(d) to add to the covenants and agreements of the
Agency in this Resolution other covenants and agreements
thereafter to be observed by the Agency or to surrender any
right or power herein reserved to or conferred upon the
Agency; or
( e) to permit the issuance of Bonds , the interest on
which is intended to be excludible from gross income for
Federal income tax purposes under the Code to the Holders
thereof in coupon form, if as a condition precedent to the
adoption of such supplemental resolution, there shall be
delivered to the Agency an opinion of counsel of recognized
standing relating to municipal bonds to the effect that the
issuance of Bonds in coupon form is then permitted by law
and that the issuance of such Bonds in coupon form would not
cause interest on such Bonds to be included in gross income
for Federal income tax purposes under the Code to the
Holders thereof; or
- 34 -
52
•
•
...1.,. ..... ... t
•
( f) to permit the Agency to issue Bonds the interest
on which is not excludible from gross income for Federal
income tax purposes under the Code to the Holders thereof;
or
(g) to qualify the Bonds or any of the Bonds f o r
registration under the Securities Act of 1933 , as amended,
or the Securities Exchange Act of 1934, as amended; or
(h) to qualify this Resolution as an "indenture"
under the Trust Indenture Act of 1939, as amended; or
( i ) to make such changes as may be necessary to
adjust the terms hereof, including the provisions of Section
304 (D) , so as to facilitate the issuance of Variable Rate
Bonds, Capital Appreciation Bonds, Capital Appreciation and
Income Bonds, Put Bonds, Extendible Maturity Bonds , Balloon
Bonds, Interim Bonds and such other Bonds as may be market-
able from time to time; or
( j ) to permit Bonds to be issued in book entry form
with or without physical bonds; or
(k) to make such changes as may be necessary to
comply with the provisions of the Code relating to the ex-
clusion of interest on the Bonds from gross income there-
under; or
( 1) to make such changes as may evidence the right
and interest herein of an issuer of a Credit Facility or a
Liquidity Facility that secures any Series of Bonds .
If at any time the Agency shall so request the Trustee, the
Trustee shall cause a notice of a proposed supplemental resolu-
tion requiring the consent of Bondholders to be mailed, postage
prepaid, to all Holders of Bonds then Outstanding at their
addresses as they appear on the registration books. Such notice
shall briefly set forth the nature of the proposed supplemental
resolution and shall state that a copy thereof is on file at the
principal corporate trust office of the Trustee for inspection by
all Bondholders . The Trustee shall not, however , be subject to
any liability to any Bondholder by reason of its failure to mail
the notice required by this Section, and any such failure shall
not affect the validity of such supplemental resolution when
consented to or approved as provided in this Section.
Whenever , at any time after the date of the mailing of such
notice, the Agency shall deliver to the Trustee an instrument or
instruments purporting to be executed by the Holders of at least
a majority in aggregate principal amount of the Bonds then Out-
standing, which instrument or instruments shall refer to the
proposed supplemental resolutions described in such notice and
shall specifically consent to and approve the adoption thereof,
and the Agency sI.all deliver to the Trustee a certificate signed
by the Chairman that the Holders of such required percentage of
Bonds have filed such consents, the Agency may adopt such supple-
mental resolutions in substantially such form without liability
or responsibility to any Holder of any Bond, whether or not such
Holder shall have consented thereto. It shall not be necessary
for the consent of the Holders to approve the particular form of
any proposed supplemental resolution, but it shall be sufficient
if such consent shall approve the substance thereof .
If the Holders of more than fifty per centum ( 50% ) in aggre-
gate principal amount of the Bonds of each Series as affected and
Outstanding at the ti.mc of the execution of such supplementai
rosoiuh ion ai. t t have monAentid ftc and awwrAvc d the adLor
thereof as herein provided, no Holder shall have any right to
object to the adoption of such supplemental resolution, or to
- 35 -
53
object,:to any of the terms and provisions therein contained, or
the operation thereof, or in any manner to question the propriety
of the adoption thereof, or to enjoin or restrain the Agency from
adopting the same or from taking any action pursuant to the pro-
visions thereof .
The consent of the Holders of any additional Series of Bonds
to be issued hereunder shall be deemed given if the underwriters
or initial purchasers for resale consent in writing to such sup-
plemental resolution and the nature of the amendment effected by
such supplemental resolution is disclosed in the official state-
ment or other offering document pursuant to which such additional
Series of Bonds is offered and sold to the public.
SECTION 602. SEVERABILITY OF INVALID PROVISIONS. If any
one or more of the covenants , agreements or provisions of this
Resolution should be held contrary to any express provision of
law or contrary to the policy of express law, though not express-
ly prohibited, or against public policy, or shall for any reason
whatsoever be held invalid, then such covenants, agreements or
provisions shall be null and void and shall be deemed separate
from the remaining covenants, agreements or provisions, and shall
in no affect the validity of any of the other provisions of
this Resolution or of the Bonds issued hereunder .
SECTION 603. SALE OF BONDS. Except as otherwise provided
in Section 201 with respect to the Series 1989 Bonds , the Bonds
shall be issued and sold at one time or from time to time and at
such price or prices consistent with the provisions of the Act
and the requirements of this Resolution as the Agency shall here-
after determine by resolution.
SECTION 604. CAPITAL APPRECIATION BONDS; CAPITAL APPRE-
CIATION AND INCOME BONDS.
(a) For the purposes of ( i ) receiving payment of the
redemption price if a Capital Appreciation Bond is redeemed prior
to maturity, or ( ii ) computing the amount of Bonds held by the
registered owner of a Capital Appreciation Bond in giving to the
Agency any notice, consent, request or demand pursuant to this
Resolution for any purpose whatsoever , the principal amount of a
Capital Appreciation Bond shall be deemed to be its Accreted
Value.
(b) For the purpose of ( i ) receiving payment of the
redemption price if a Capital Appreciation and Income Bond is
redeemed prior to maturity, or ( ii ) computing the amount of
Bonds held by the registered owner of a Capital Appreciation and
Income Bond in giving to the Agency any notice, consent , request
or demand pursuant to this Resolution for any purpose whatsoever ,
the principal amount of a Capital Appreciation and Income Bond
shall be deemed to be its Appreciated Value.
SECTION 605. UNCLAIMED MONEY. Notwithstanding any pro-
visions of this Resolution, any money held by any Fiduciary for
the payment of the principal or redemption price of , or interest
on, any Bonds and remaining unclaimed for five ( 5 ) years after
the principal of all of the Bonds has become due and payable
(whether at maturity or upon call for redemption) , if such money
were so held at such date, or five ( 5 ) years after the date of
deposit of such money if deposited after such date when all of
the Bonds became due and payable, shall be repaid to the Agency
free from the provisions of this Resolution, and all liability of
the Fiduciary with respect to such money shall thereupon cease;
provided, however , that before the repayment of such money to the
Agency as aforesaid, the Agency shall first publish at least once
in a financial newspaper or journal published and/or of general
elr ulaU on in Now York , Ncw stork , a no .Ice, in such forma ma
respect to the Bonds se
be �eeme appropriate the Agency with
by
- 36 -
54
payable and not presented, and with respect to the provisions
relating to the repayment to the Issuer of the money held for the
payment thereof .
SECTION 606. TIME OF TAKING EFFECT. This Resolution shall
take effect immediately upon its adoption.
PASSED AND ADOPTED this day of 1989 •
Chairman
(SEAL)
Attest :
FORM APPROVED
REDEVELOPMENT AGENCY
GENERAL COUNSEL
Secretary
By �v�.-4) 27P
..61,43�_
Date 6//S/k7
Prepared by Greenberg, Traurig,
Hoffman, Lipoff , Rosen & Quentel,
P.A. , Bond Counsel
L►Po�, 2oy� fcr g-e P A
- 37 - 55
EXHIBIT A
SERIES 1989 REDEVELOPMENT PROJECT
The acquisition and clearing of all or portions of Block 9 of
Ocean Beach Subdivision, recorded in Plat Book 2 , Page 38 , of the
Public Records of Dade County, Florida, and Blocks 53 , 78 and 80
of Ocean Beach Addition No. 3 , recorded in Plat Book 2 , Page 81 of
the Public Records of Dade County, Florida in the City of Miami
Beach, Florida, which blocks are located within the designated
Redevelopment Area.
Acquisition and construction of certain streetscape and
infrastructure improvements along Alton Road between 1st and 2nd
Streets, along 1st and 2nd Streets between Alton Road and
Washington Avenue, and along Meridian Avenue between 1st and 2nd
Streets.
A-1
EXHIBIT B
BOND FORM
(Face of Bond)
No. R- $
UNITED STATES OF AMERICA
STATE OF FLORIDA
MIAMI BEACH REDEVELOPMENT AGENCY
TAX INCREMENT REVENUE BONDS,
SERIES
Date of
Interest Maturity Original
Rate Date Issuance CUSIP
REGISTERED OWNER:
DOLLARS
PRINCIPAL AMOUNT
KNOW ALL MEN BY THESE PRESENTS that the Miami Beach
Redevelopment Agency ( the "Agency" ) , for value received, hereby
promises to pay to the registered owner specified above, or
registered assigns , on the date specified above, but solely from
the sources hereinafter mentioned, upon presentation and
surrender hereof at the principal corporate trust office of
, as paying agent ( said and/or any
bank or trust company to become successor paying agent being
herein called the "Paying Agent" ) , the principal sum specified
above with interest thereon at the rate per annum specified
above, payable on the first day of and
of each year , commencing on Principal of this
Bond is payable at the office of the Paying Agent in lawful money
of the United States of America. Interest on this Bond is
payable by check or draft of the Paying Agent made payable to the
registered owner as its name and address shall appear on the
registry books of , as Registrar ( said
and any successor Registrar being herein called the "Registrar" )
at the close of business on the fifteenth day of the calendar
month preceding each interest payment date or the date on which
the principal of this Bond is to be paid ( the "Regular Record
Date" ) . Any interest not punctually paid on an interest payment
date shall forthwith cease to be payable to the registered owner
on the Regular Record Date and may be paid to the registered
owner as of the close of business on a special record date for
the payment of such defaulted interest to be fixed by the Paying
Agent, notice whereof shall be given not less than 10 days prior
to such special record date to the registered owners . Such
interest shall be payable from the most recent interest payment
date next preceding the date of authentication to which interest
has been paid, unless the date of authentication is an 1
or 1 to which interest has been paid, in which case
from the date of authentication, or unless the date of authenti-
cation is prior to , 19 , in which case from
, 19 , or unless the date of authentication is
between a Record Date and the next succeeding interest payment
date, in which case from such interest payment date .
57
This Bond is one of an authorized issue of Bonds of the
Agency designated as its "Tax Increment Revenue Bonds,
Series " (herein called the "Bonds" ) , in the aggregate prin-
cipal amount of Dollars ($ ) of like
date, tenor, and effect, except as to number , date of maturity
and interest rate, issued for the purpose of
( )
under the authority of and in full compliance with the Constitu-
tion and Statutes of the State of Florida, including particularly
Chapter 163, Part III , Florida Statutes, as amended from time to
time, and other applicable provisions of law, and a resolution
duly adopted by the Agency on 19 (hereinafter
referred to as the "Resolution" ) and is subject to all the terms
and conditions of the Resolution.
REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS
BOND SET FORTH ON THE REVERSE SIDE HEREOF AND SUCH FURTHER PROVI-
SIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS IF SET FORTH
ON THE FRONT SIDE HEREOF.
It is hereby certified and recited that all acts , conditions
and things required to exist, to happen, and to be performed,
precedent to and in the issuance of this Bond exist , have hap-
pened and have been performed in regular and due form and time as
required by the Laws and Constitution of the State of Florida
applicable thereto, and that the issuance of this Bond, and of
the issue of Bonds of which this Bond is one, is in full compli-
ance with all constitutional, statutory or charter limitations or
provisions.
IN WITNESS WHEREOF, the Miami Beach Redevelopment Agency has
caused this Bond to be signed by its Chairman, either manually or
with his facsimile signature, and the seal of the Miami Beach
Redevelopment Agency or a facsimile thereof to be affixed hereto
or imprinted or reproduced hereon, and attested by the Executive
Director, either manually or with his facsimile signature.
MIAMI BEACH REDEVELOPMENT AGENCY
CHAIRMAN
(SEAL)
Attest :
EXECUTIVE DIRECTOR
B-2
58
FORM OF CERTIFICATE OF AUTHENTICATION
This Bond is one of the Bonds delivered pursuant to the
within mentioned Resolution.
Date of Authentication:
as Registrar
By:
Authorized Officer
8-3
59
[Back of Bond]
This Bond is payable solely from and secured by a first lien
on and pledge of the Trust Fund Revenues (as defined in the Reso-
lution) collected by the Agency pursuant to Section 163 . 387 ,
Florida Statutes , as amended, and other moneys heldin certain
funds and accounts established under the Resolution (collec-
tively, the "Pledged Funds" ) , all in the manner provided in the
Resolution. Neither the Agency, the State of Florida ( the
"State" ) nor any of its political subdivisions is obligated to
pay this Bond or the interest hereon except from the Pledged
Funds pledged thereto and neither the faith and credit nor the
taxing power of the Agency, the State or any of its political
subdivisions is pledged to the payment of the principal of , or
the interest on, this Bond. This Bond does not constitute an
indebtedness of the Agency or the City of Miami Beach ( the
"City" ) within the meaning of any constitutional , statutory or
other provision or limitation and it is expressly agreed by the
Holder of this Bond that such Holder shall never have the right
to require or compel the exercise of the ad valorem taxing power
of the City, or taxation in any form on any real or personal
property therein, for the payment of the principal of and inter-
est on this Bond or the making of any other Sinking Fund
(hereinafter described) and other payments provided for in the
Resolution.
It is further agreed between the City and the Holder of this
bond that this Bond and the obligation evidenced thereby shall
not constitute a lien upon property owned by or situated within
the corporate territory of the Agency or the City, but shall
constitute a lien only on the Pledged Funds , all in the manner
provided in the Resolution.
Under the provisions of Section 163 . 387 , Florida Statutes ,
as amended, the Agency has established a Redevelopment Trust Fund
into which Dade County, Florida ( the "County" ) and the City have
agreed to deposit on an annual basis their respective portions of
the Trust Fund Revenues for so long as the Bonds are outstanding .
The Agency in the Resolution has established with
as trustee ( said and any successor trustee
being herein called the "Trustee" ) the Miami Beach Redevelopment
Agency Sinking Fund and certain accounts therein and covenanted
to deposit into said Sinking Fund and accounts therein solely
from funds on deposit in the Redevelopment Trust Fund sufficient
moneys to provide for the timely payment of principal of and
interest on the Bonds and to create a reserve therefor , all to
the extent and in the manner provided in the Resolution. Refer-
ence is hereby made to the Resolution for the specific provisions
governing the Bonds .
[Redemption Provisions ]
Additional Parity Bonds may be issued by the Agency from
time to time upon the conditions and within the limitations and
in the manner provided in the Resolution .
The original registered owner , and each successive regis-
tered owner of this Bond shall be conclusively deemed to have
agreed and consented to the following terms and conditions :
1. The Registrar shall keep books for the registration of
Bonds and for the registration of transfers of Bonds as provided
in the Resolution. The Bonds shall be transferable by the regis-
tered owner thereof in person or by his attorney duly authorized
in writing only upon the books of the Agency kept by the Regis-
trar and only upon surrender hereof together with a written
instrument of transfer satisfactory to the Registrar duly
executed by the registered owner or his duly authorized
attorney . Upon the transfer of any such Bond, the Agency shall
issue in the name of the transferee a new Bond or Bonds .
B-4
6U
2 . The Agency, the Trustee, the Registrar and the Paying
Agent may deem and treat the person in whose name any Bond shall
be registered upon the books kept by the Registrar as the abso-
lute owner of such Bond, whether such Bond shall be overdue or
not , for the purpose of receiving payment of , or on account of,
the principal of and interest on such Bond as the same becomes
due, and for all other purposes . All such payments so made to
any such registered owner or upon his order shall be valid and
effectual to satisfy and discharge the liability upon such Bond
to the extent of the sum or sums so paid, and neither the Agency,
the Trustee, the Paying Agent, nor the Registrar shall be
affected by any notice to the contrary .
3 . At the option of the registered owner thereof and upon
surrender hereof at the principal corporate trust office of the
Registrar with a written instrument of transfer satisfactory to
the Registrar duly executed by the registered owner or his duly
authorized attorney and upon payment by such registered owner of
any charges which the Registrar or the Agency may make as
provided in the Resolution, the Bonds may be exchanged for Bonds
of the same series and maturity of any other authorized denomina-
tions .
4 . In all cases in which the privilege of exchanging
Bonds or transferring Bonds is exercised, the Agency shall
execute and the Registrar shall authenticate and deliver Bonds in
accordance with the provisions of the Resolution. There shall be
no charge for any such exchange or transfer of Bonds , but the
Agency or the Registrar may require payment of a sum sufficient
to pay any tax , fee or other governmental charge required to be
paid with respect to such exchange or transfer . Neither the
Agency nor the Registrar shall be required (a) to transfer or
exchange Bonds for a period of 15 days next preceding an interest
payment date on such Bonds or next preceding any selection_ of
Bonds to be redeemed or thereafter until after the mailing of any
notice of redemption; or (b) to transfer or exchange any Bonds
called for redemption.
B-5
61
[FORM OF ABBREVIATIONS FOR BONDS]
The following abbreviations, when used _in the inscription. on
the face of the within Bond, shall be construed as though they
were written out in full according to applicable laws or regula-
tions.
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with the right of survivor-
ship and not as tenants in common
UNIFORM GIFT MIN ACT - Custodian
(Cust) (Minor )
under Uniform Gifts to Minors
Act
( State)
Additional abbreviations may also be used
though not in the above list .
[FORM OF ASSIGNMENT FOR BONDS]
For value received, the undersigned hereby sells , assigns
and transfers unto the within Bond,
and all rights thereunder , and hereby irrevocably constitutes and
appoints , attorney to transfer the
said Bond on the bond register , with full power of substitution
in the premises .
Dated:
Please insert Social Security
or other identifying number
of transferee:
Signature guaranteed:
NOTICE: The transferor ' s signature to this Assignment must
correspond with the name as it appears on the face of
the within Bond in every particular without alteration
or any change whatever .
B-6
s
EXHIBIT C .
AGENCY CERTIFICATE
Southeast Bank, N.A. , as
Trustee
Miami, Florida
The undersigned authorized official of the Miami Beach
Redevelopment Agency hereby certifies that payment of the amounts
specified in the requisition to which this Certificate is
attached, when added to all other payments made, from proceeds of
the Miami Beach Redevelopment Agency Tax Increment Revenue Bonds,
Series 1989 (the "Series 1989 Bonds" ) will not result in less
than 95 percent of the net proceeds of the Series 1989 Bonds and
the investment earnings thereon or attributable thereto being
used for "redevelopment purposes" within the meaning of Section
144(c) of the Internal Revenue Code of 1986, as amended.
Dated: MIAMI BEACH REDEVELOPMENT AGENCY
By•
Authorized Official
C-1
63
EXHIBIT B
• OFFICE.OF THE CITY CLERK
•• CITY_OF MIAMI BEACH
NOTICE TO THE PUBLIC
NOTICE IS HEREBY given pursuant to Section 147(f)of the Internal Reve-
nue Code of 1986, as amended,that on May 24, 1989,a public hearing
will be held in the chambers of the City Commission of the City of Miami
Beach, Florida (the "City/ at City Hall, 1700 Convention Center Orive,
Miami Beach, Florida 33139, commencing at 10:00 a.m. local time with
respect to the proposed issuance by the Miami Beach redevelopment
Agency(the "Agency")of one or more series of Tax increment Revenue
Bonds- the "Bonds") in an aggregate principal amount not to exceed
$7,000,000 to pay a portion.of the cost of acquiring and clearing real prop-
erty located in theCiity(the"Property")and the construction of certain re-
lated public improvements within the.City,..all in an area bounded on the
north by Second Street,on the east by Collins Avenue,on the south by First
Street, and on the west by Afton Road (collectively, the "Project").
Upon the acquisition and clearance of the Property.the Agency will sell the
Property to one or two private developers for the construction of residential
condominium units, commercial space and parking facilities (the De-
velopment"). The developers of the Development will be Cobb Partners
South Beach, Ltd. and/or Rumpco. Inca
Persons wishing to express their views may appear at the hearing or may
submit their views in writing regarding the proposed issue of the Bonds and
the location and nature of the Protect.Any written submissions should be
sent to the office of Elaine Baker,City Clerk;1700 Convention Center Drive,
Miami Beach,Florida 33139.Written submissions should be mailed in suffi-
cient time to be received on or before May 23, 1989.
Elaine M. Baker
City Clerk
City of Miami Beach
"Pursuant to Fla.Stat.286.0105,the City hereby advises the public that:tf a
person decides to appeal any decision made by this board,agency or com-
mission with respect to any matter considered at its meeting or hearing,he
will need a record of the proceedings;-end that for such purpose,affected
persons may need to ensure that a verbatim record of the proceedings is
made,which record includes the testimony and evidence upon which the
appeal is to be bused.This notice does riot constitute consent by the City
for the introduction or admission at otherwise inadmissible or irrelevant
evi-
dence,nor does it Authorize challenges or appeals not otherwise allowed
byt"
i
64
•
ece,
/tüuu
I
ead
Mi`B f`..,, FLORID A 3 3 1 3 9
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*}INCOR /RATED*; "VA CA TIONLAND U. S. A.
.,„:4\„....,„ h
r
,.....2g1I:1,
OFFICE OF THE CITY MANAGER CITY HALL
ROB W.PARKINS 1700 CONVENTION CENTER DRIVE
CITY MANAGER TELEPHONE: 673-7010
COMMISSION MEMORANDUM NO. 3409
DATE: June 21. 1989
TO: Mayor Alex Daou• .
Members of t - ity Comm' sif D
�
f/`� ����
FROM: Rob W. Pais i
City Manager �,,',
SUBJECT: RESOLUTION AP'RO ING THE ISSUANCE BY THE MIAMI BEACH REDEVELOPMENT
AGENCY OF TAX INCREMENT REVENUE BONDS
Last year the City received proposals from three developers to
build residential units on two blocks in the Redevelopment Area.
The Commission approved the submission of Cobb Partners South
Beach, Ltd. as the best plan. This plan required the Redevelop-
ment Agency to acquire and clear a two block area (the "old
Police Station Site") ; plus, gave an option on developing an
adjacent block. To acquire this land the Redevelopment Agency
needs to issue Tax Increment Revenue Bonds. Subsequent to the
approval of the Cobb Project, the City also designated Block 9
as a site for Redevelopment. After acquisition of the three
blocks in the Cobb Project, the Agency will begin acquisition
of Block 9. These bonds are obligations of only the Agency
and do not obligate the City either on a primary or secondary
basis. However, Section 163 Florida Statutes require that the
City approve the issuance of this debt by the Agency.
Administration Recommendation
The Administration recommends that the Commission approve this
Resolution authorizing the Agency to issue Tax Increment Revenue
Bonds.
RWP:RJN:sw
Attachments
16
AGENDAR„I._E .
ITEM
DATE
ORIGINAL
RESOLUTION NO. 89-19650
Authorizating and approving the issuance
of not exceeding $7,000,000 Miami Beach
Redeveloment Agency Tax Increment Revenue
Bonds, Series 1989 in accordance with the
requirements of Chapter 163, Part III,
Florida Statutes, as amended, and Section
147(f) of the Internal Revenue Code of
1986, as amended.