Resolution 94-21008 7 1 J }. ( 4i 1 t
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RgsOT IJTIQN NO. 94-21008
A RESOLUTION OF THE MAYOR AND CITY COMMISSION
OF THE CITY OF MIAMI BEACH, FLORIDA, REGARDING
A CERTAIN GEOGRAPHIC AREA WITHIN THE CITY OF
MIAMI BEACH CALLED THE CITY CENTER/HISTORIC
CONVENTION VILLAGE REDEVELOPMENT.Ai'vD REVITALI-
ZATION AREA, DESCRIBED GENERALLY AS BEING
BOUNDED ON THE EAST BY THE ATI:;ANTIC OCEAN, .ON
THE NORTH BY, 24TH STREET, ON THE WEST BY WEST
AVENUE AND ON THE SOUTH BY 14TH LANE; PLEDGING
PROCEEDS OF THE RESORT TAX LEVIED BY THE CITY
TO THE EXTENT PROVIDED HEREIN AND ON A BASIS
SUBORDINATE TO CERTAIN OTHER OBLIGATIONS TO
THE PAYMENT OF THE MIAMI BEACH REDEVELOPMENT
AGENCY TAX 'INCREMENT REVENUE BONDS, SERIES
1993 (CITY CENTER/HISTORIC CONVENTION VIL-
LAGE) , TO BE ISSUED IN THE AGGREGATE PRINCIPAL
AMOUNT OF NOT EXCEEDING $25, 000, 000PROVIDING
THE TERMS AND CONDITIONS UPON WHICH SUCH
PLEDGE SHALL BE RELEASED AND EXTINGUISHED; ,
AUTHORIZING THE ISSUANCE BY THE MIAMI lBEA(nH
REDEVELOPMENT AGENCY OF SAID TAX INCREMENT
REVENUE BONDS, SERIES 1993 (CITY CENTER/
HISTORIC CONVENTION /VILLAGE) , IN A-C1ORDANCE
WITH THE REQUIREMENTS OF CHAPTER 163, PART
III, FLORIDA : STATUTES, - AS AMENDED; AND
CONFIRMING THE DELEGATION TO THE -MIAMI BEACH
REDEVELOPMENT AGENCY OF ALL POWERS PERMITTED
BY CHAPTER 163, PART III, FLORIDA STATUTES, AS
AMENDED, WHICH WERE DELEGATED TO THE CITY
COMMISSION BY DADE COUNTY, FLORIDA.
WHEREAS, , the Miami Beach Redevelopment Agency (the "Agency")
is issuing its Tax Increment Revenue Bonds, Series 1993 (City
Center/Historic Convention Village) (the "Series 1993 Bonds" and
together with any additional bonds issued on a parity therewith
under the provisions of the Bond Resolution (as defined below) , the
"Bonds") , in the aggregate principal amount of 'not exceeding
$25, 000, 000, under the provisions of a resolution adopted by the
Agency on January 5, 1994 (the "Bond Resolution") , a copy of which
is attached hereto as Exhibit "A" and made a part hereof, for the
purpose of providing funds for the acquisition, clearing and/or
rehabilitation of certain property and the construction of certain
public improvements (the "Series 1993 Redevelopment Project" ) in
an area of the City of Miami Beach, Florida (the "City") known as
the "City Center/Historic Convention Village Redevelopment and
Revitalization Area" , all in accordance with a redevelopment plan
(the "Redevelopment Plan") adopted by the•Agency under Chapter 163 ,
Part III, Florida Statutes, as amended (the "Act") , .and approved by
the City pursuant to Resolution No. 93-20721 adopted by the City on
February 12, 1993; and
WHEREAS, the Bonds will be primarily payable from certain Net .
Trust Fund Revenues (as defined in the Bond Resolution) received by
the Agency pursuant to Section 163 . 387 of the Act, Ordinance No.
93-2836 adopted by the City :on February 24, 1993 and Ordinance No.
93-28 enacted by Dade County, Florida (the "County" ) on April 27,
1993 ; and
WHEREAS, the Net Trust Fund Revenues initially will not be
sufficient to pay the principal of and interest on the Bonds; and
WHEREAS, because of the importance of the Series 1993 Redevel-
opment Project and the Redevelopment Plan to the economic develop-
ment of the City, the City is willing and desires to provide a
supplemental source of funds to the Agency for the payment ' of
principal of and interest on the Bonds, and to make certain other
deposits required in respect of the Bonds, and, in furtherance 'of
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this end, the City is_ willing and desires. to pledge the Supple-
mental Revenues (as defined herein) to the payment of the principal
of and interest on the Bonds, and to make such other deposits as
are required in respect •of the Bonds, on the basis provided herein
and in the Bond Resolution; and
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WHEREAS, the• City desires to authorize and -approve the issu-
ance of the. Series 1993. Bonds by the Agency, in accordance with the
requirements of the Act; and
WHEREAS, the City further desires to confirm the delegation to .
the Agency of all powers permitted by the Act which were delegated
to the City by the .County;
NOW, THEREFORE, BE IT DULY RESOLVED 'BY THE MAYOR AND CITY
COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA:
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SECTION 1. The foregoing recitations are deemed true and
correct and are hereby incorporated as a part of this resolution.
SECTION 2 . This resolution is adopted pursuant to the Act
and Chapter 166, Part II, Florida Statutes, as amended, and other
applicable provisions of law.
SECTION 3 . In this resolution terms used as defined terms in
the recitals hereto shall have the same meaning throughout the
resolution, terms used in capitalized form and not defined herein
shall have the meanings ascribed to such terms in the Bond Resolu-
. tion and, in addition, the following terms shall have the meanings
specified below:
"Resort Tax Bond Resolution" shall mean Resolution No. 88 •
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19369 adopted by the City on September 22, 1988 pursuant to which
the City is authorized to issue revenue bonds secured'by Resort Tax
Revenues, as the same may be amended, substituted or modified from
time to time.
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"Supplemental Revenues" shall mean the Resort Tax Revenues
available under Section 304 (D) (4) of the Resort Tax Bond Resolution
for the payment of subordinated obligations issued in accordance
. with Section 304 (G) of the Resort Tax Bond Resolution. '
"Supplemental Revenues Bonds" shall mean any and all bonds
issued by the City or other obligations incurred by the City (other
than payment obligations under Section 5 hereof) , from time to •
time, which are payable from, and are secured by a pledge. and lien
upon, the Supplemental Revenues on a parity with the City' s payment
obligations under Section 5 hereof and the pledge and lien granted
under Section 6, hereof .
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SECTION 4. In consideration 'of •the acceptance of the' Bonds
. by those who shall own the same from time to time, this resolution .
shall be deemed to .constitute _a contract between the City and the
owners of the Bonds, and the covenants and agreements herein set
forth. to_ be performed -by the City shall be for. the equal benefit,
protection and security of "the poners of any and all such Bonds,
all of which shall . be of equal rank and without preference,
priority or distinction of fany of the Bonds over any other thereof.
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SECTION 5. Upon receipt of notice from the Trustee in accor •
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dance with the provisions of Section 304 (D) of the Bond Resolution
as to a deficiency in the amounts required to be on deposit -in any
of the accounts established in the Sinking Fund, as provided in
said Section 304 (D) , the City shall, as provided below, transfer to
the Trustee for deposit in. the applicable accounts in the Sinking
Fund Supplemental Revenues in an. amount which, after the required
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transfers are completed as provided herein, shall be sufficient,
together with the amounts then on deposit •in each of the •accounts- '
in the Sinking Fund, to pay all interest and principal (including
Amortization Requirements) payable on the Bonds during the then
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current calendar year, as the same become due and payable, and to
. fund such deficiency in the Debt Service Reserve Account by the
last. day of such calendar year. The City shall make such transfers
on a monthly basis on the sixteenth day of each month, commencing
on February 16th, in such substantially equal amounts with respect
to, the deficiencies in each of such accounts in the Sinking Fund as
shall cUre any such deficiency (i) with respect to the Interest
Account, the Principal Account .and the Bond Redemption Account
prior to the applicable Interest Payment Dates or principal payment •
dates and (ii) with respect to the Debt Service Reserve Account, by
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the last day of such calendar year.
• SECTION 6. As further security for the payment of the prin-
cipal of and interest on the Bonds and the -City' s obligation to
make the payments required under Section 5 hereof ' the City hereby
pledges and grants . a. lien on the Supplemental Revenues for the
benefit of the holders of the Bonds. The City' s. obligation to make
the payments required under Section 5 hereof and the pledge and
lien granted under this Section 6 shall constitute a "subordinated
obligation" under Section 304(G) of the Resort Tax Bond Resolution
junior, inferior and subordinate in all respects to the revenue
bonds issued by the City pursuant to the Resort Tax BOnd Resolution
as to lien on and source and security fOr payment from the Resort
Tax Revenues and in all other respects. For purposes. of Chapter
41, Article VI, Section 41-68 (e) (3) of the. City Code and that
certain Interlocal Agreement entered into between the County, the •
City, The City of .Miami and the Village. of Bal Harbour and the
Greater Miami Convention and Visitors Bureau, establishing a uni-
fied effort in the promotion and marketing of conventions and con-
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vention sales in the County, as each may be amended from time to
time, the obligations of the City hereunder shall constitute
indebtedness of the City secured by the Resort Tax entitled to
priority over all payment obligations thereunder.
SECTION 7 . Notwithstanding anything to the contrary con-
tained in this resolution, 'the City' s obligation to transfer Sup=
"plemental Revenues to the Trustee hereunder shall terminate and the •
. pledge of and lien on the Supplemental Revenues in favor. of the
Bonds shall be released and extinguished upon the happening of the
, following events and conditions :
(a) the Net Trust ,Fund . Revenues (not including any
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portion thereof which may be attributable to investment
earnings) for each of the immediately preceding two Fiscal
Years, as certified by a certified public accountant in a
certificate delivered to the (Trustee, shall have been at least
equal to one hundred seventy-five percent .'(17.5 0) of the
Maximum Annual Debt Service on all Bonds:then Outstanding; and
(b) . the Agency, shall. have caused' notice to the effect
that the =lien upon and pledge of the Supplemental Revenues to
secure. payment of the Bonds has been released and.extinguished
to be mailed to the registered owners of the Bonds, to each
rating agency maintaining a rating on the .Bonds and the issuer
Of any Credit Facility or. Liquidity Facility.
- SECTION 8. The City •does hereby covenant and agree-that as
long as the pledge and lien created hereunder shall be in effect it
will not (i) repeal Chapter 41, Article V of the City Code pursuant '
to which the Resort Tax is levied, (ii) reduce the rate of the
Resort-Tax, (iii) amend, substitute or modify said City, Code pro- '
• visions or the. Resort Tax Bond Resolution, in any manner so as to
impair or adversely affect the power and obligation of the City to
levy .and collect the Resort Tax "or the application of the Supple-
mental Revenues, or (iv) issue additional revenue bonds pursuant to
Section 304 (H) (other 'than refunding bonds pursuant to Section
. 304 (H) (3) ) of the Resort Tax Bond Resolution, and the City shall be •
unconditionally and irrevocably obligated, as long as the pledge
and lien created hereunder shall be in effect, to levy and collect .• •
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the Resort Tax at not less than the rate now being levied by the
City. \
The City does hereby further covenant and agree that as long
as the pledge and lien created hereunder shall be in effect it will
not issue or incur Supplemental Revenues Bonds after the issuance
of the Series 1993 Bonds unless :
(1) The Supplemental Revenues received by the City
during the immediately preceding Fiscal Year, as certified by
an independent certified public accountant., were at least
equal to one hundred seventy-five percent (175%) of (A) the
Maximum Annual Debt Service on (i) all Bonds issued and then
Outstanding under the Bond Resolution, (ii) in accordance with
the next succeeding paragraph, any Supplemental Revenues Bonds
issued and then Outstanding and (iii) in accordance with the
next succeeding paragraph, the additional Supplemental
Revenues Bonds then proposed to be issued less (B) the Net
Trust Revenues applied in such preceding Fiscal Year to the
payment of principal of and interest on the Bonds.
(2) The City need not comply with subparagraph (1) above
in the issuance of Supplemental Revenues Bonds if and to the
extent that the Supplemental Revenues Bonds to be issued are
refunding Supplemental Revenues Bonds, that is, delivered in •
lieu of or in substitution for Supplemental Revenues Bonds
previously issued, if the City causes to be delivered to the
Trustee a certificate of the Finance Director of the City set-
ting forth (i) the Maximum Annual Debt Service (A) with
respect to the Bonds and, in accordance with the next succeed-
ing paragraph, the Supplemental Revenues Bonds, in each case
Outstanding immediately prior to the date of delivery of such
refunding bonds and (B) with respect to the Bonds and, in
accordance with the next succeeding paragraph, the Supple-
mental Revenues Bonds, in each case to be Outstanding immedi-
ately thereafter, and (ii) that the Maximum Annual Debt Ser-
vice set forth pursuant to (B) above is no greater than that
set forth pursuant to (A) above.
For purposes of subparagraphs (1) and (2) above, Supplemental
Revenues Bonds shall be deemed "Outstanding" and shall be included
in "Debt Service Requirement" and "Maximum Annual Debt Service"
therein based upon the same rules applicable to Bonds under the
Bond Resolution. .
Nothing contained herein or otherwise shall restrict, prohibit
or limit the ability or right of the City to issue bonds or incur
other obligations payable for the Supplemental Revenues, or create
or cause to be created debts, liens, pledges, assignments, encum-
brances and other charges upon the Supplemental Revenues, which in
each case are junior, inferior and subordinate in all respects to
the Bonds and any Supplemental Revenues Bonds as to lien on and
source and security for payment from the Supplemental Revenues and
in all other respects..
SECTION 9 . In accordance ,with the requirements of Sections
163 .358 (3) and 163 . 385 (1) and (3) of the 'Act, the issuance by the
Agency of the Series 1993 Bonds, in the aggregate principal amount
of not exceeding $25, 000, 000, under' the provisions of the Bond
Resolution, is hereby authorized and approved by the City Commis-
sion of the City.
SECTION 10.- The City hereby confirms the delegation to the
Agency of all ' powers permitted by the Act, which powers were
delegated to the City by the County.
SECTION 11. Nothing in this resolution shall be construed as
constituting a pledge of the City' s ad valorem taxing power or of
its full faith and credit. The obligations of the City under
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Sections 5 and 6 hereof shall be a limited obligation of the City
payable solely from the Supplemental Revenues pledged hereunder.
SECTION 12 . The officers and employees of the City are hereby
authorized and directed to take all other necessary actions and
execute all necesary documents, including, without limitation, a
letter of representation for the benefit of the Purchasers of the
Series 1993 Bonds, to carry out the provisions of this resolution
and provide for the issuance of the Bonds by the Agency.
SECTION 13 . This resolution shall become effec, ive immedi-
ately upon its adoption.
PASSED AND ADOPTED this 5th day o ' January , 19.4 . /
(SEAL) 1
Mayor
ATTEST:
City Clerk
FORM APP OVED
1 LE PT.
B
(Date ...Z4-4-e--/--;
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EXHIBIT A
BOND RESOLUTION
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RESOLUTION NO. 150-94
• A RESOLUTION OF THE MIAMI BEACH REDEVELOPMENT
AGENCY AUTHORIZING THE ISSUANCE OF NOT MORE
THAN $25, 000, 000 IN PRINCIPAL AMOUNT OF MIAMI
BEACH REDEVELOPMENT AGENCY TAX INCREMENT REV-
ENUE BONDS, SERIES 1993 (CITY CENTER/HISTORIC
CONVENTION VILLAGE) , FOR THE PURPOSE OF
FINANCING THE ACQUISITION, CLEARING AND/OR
REHABILITATION OF CERTAIN PROPERTY AND THE
CONSTRUCTION OF CERTAIN PUBLIC IMPROVEMENTS;
PLEDGING THE PLEDGED FUNDS 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 1993
BONDS; DELEGATING CERTAIN MATTERS IN CONNEC-
TION WITH THE ISSUANCE OF THE SERIES 1993
BONDS TO THE CHAIRMAN OF THE AGENCY; APPROVING
THE FORM AND EXECUTION OF THE BOND PURCHASE
AGREEMENT FOR THE SERIES 1993 BONDS; APPROVING
THE FORM OF THE PRELIMINARY OFFICIAL STATEMENT
FOR THE SERIES 1993 BONDS AND AUTHORIZING
EXECUTION OF THE FINAL OFFICIAL STATEMENT FOR
THE SERIES 1993 BONDS; AUTHORIZING OFFICIALS
OF THE AGENCY TO TAKE ALL NECESSARY ACTIONS IN
CONNECTION WITH THE ISSUANCE OF THE SERIES
1993 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 pro-
visions of law, the "Act") , including the issuance of revenue
bonds, in -order to achieve the purposes of redevelopment 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
(the "Redevelopment Plan" ) under the Act for that portion of the
City of Miami Beach (the "City") described in the Redevelopment
Plan and known as the "City Center/Historic Convention Village
Redevelopment and Revitalization Area" (the "Redevelopment Area")
and the creation and funding of the City Center/Historic Convention
Village Redevelopment and Revitalization Trust Fund (the "Trust
Fund" ) in accordance with the Act;
WHEREAS, the Agency now desires to finance the acquisition,
clearing and/or rehabilitation of certain property and the con-
struction of certain public improvements in accordance with the
Redevelopment Plan (the "Series 1993 Redevelopment Project" ) by
issuing its Tax Increment Revenue Bonds, Series 1993 (City Center/
Historic Convention Village) (the "Series 1993 Bonds") ;
WHEREAS, the Agency also desires to set forth the provisions
pursuant to which it may issue bonds on a parity with the Series '
1993 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 determination
of various terms of the Series 1993 Bonds, the award of the Series
1993 Bonds, including execution of a bond purchase agreement for
the Series 1993 Bonds, and all other actions necessary or desirable
in connection with the issuance of the Series 1993 Bonds, subject
to the limitations herein; and
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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 1993 Bonds on the basis of a
negotiated sale rather than a public sale by competitive bid;
NOW THEREFORE, BE IT DULY RESOLVED BY THE BOARD OF COMMIS-
SIONERS OF THE MIAMI BEACH REDEVELOPMENT AGENCY:
ARTICLE I
DEFINITIONS, AUTHORITY AND FINDINGS;
RESOLUTION CONSTITUTES A CONTRACT
SECTION 101. DEFINITIONS. In addition to the terms defined
elsewhere in this Resolution, 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 pre-
ceding 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 ofsuch Bonds, compounded
periodically, plus, with respect to payment upon redemption of the
Capital Appreciation Bonds, if such date of computation shall not
be an Interest Payment 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 assump-
tion that Accreted Value accrues in equal daily amounts on the
basis of a year of twelve 30-day months.
"Act" shall mean the Florida Community Redevelopment Act,
Chapter 163 , Part III, Florida Statutes, as amended, and other
applicable provisions of law.
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"Agency" shall mean the Miami Beach Redevelopment Agency, a
body corporate and politic, created pursuant to the Act.
"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 1993 Bonds
and pursuant to any resolution authorizing any other Series of
Bonds with respect to such other Series of Bonds.
"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 of
the Capital Appreciation and Income Bonds, if such date of computa-
tion shall not be an Interest Payment Date, a portion of the
difference between the Appreciated Value as of the immediately
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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 Appreciated
Value as of the immediately succeeding Interest Payment Date cal-
culated 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 computation on and after the Interest
Commencement Date, the Appreciated Value on the Interest Commence-
ment Date.
"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) , thersum of the Debt Service'Requirements for the then
current and every succeeding Fiscal Year divided by the number of
such Fiscal Years.
"Bonds" shall mean the Series 1993 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 periodically 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 proceedings 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 Capital
Appreciation and Income Bonds, all as so designated by subsequent
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 Bond Purchase Agreement (as defined in Section 201 hereof) ,
which Certificate shall provide the details of the Series 1993
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 credit,
policy of municipal bond insurance, guaranty, purchase agreement,
credit agreement or similar facility in which the entity providing
such facility irrevocably agrees to provide funds to make payment
of the principal of, premium, if any and interest on Bonds and
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which entity is rated on the date of delivery of such facility, in
the case of a policy of municipal bond insurance, in the highest
rating categories of Moody' s Investors Service, Inc. or any
successors thereof and Standard & Poor' s Corporation or any
successors thereof and, in the case of any other such facility, in
any of the two highest rating categories of Moody' s Investors
Service, Inc. or any successors thereof and Standard & Poor' s
Corporation or any successors thereof.
"Debt Service Requirement" for any period, as applied to all
of the Bonds or all of the Bonds of any Series (as appropriate) ,
shall mean the respective amounts which are needed to provide:
(a) for paying the interest on all Bonds or all Bonds of
such Series (as appropriate) then Outstanding which is payable
on each Interest Payment Date in such period,
(b) for paying the principal of all Serial Bonds or all
Serial Bonds of such Series (as appropriate) then Outstanding
which is payable upon the maturity of such Serial Bonds in
such period, and
(c) the Amortization Requirements, if any, for all Term
Bonds or the Term Bonds of such Series (as appropriate) for
such period.
The following rules shall apply in determining the amount of
the Debt Service Requirement for any period:
(a) 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;
(b) In the case of Capital Appreciation Bonds, the prin-
cipal and interest portions of the Accreted Value of Capital
Appreciation Bonds becoming due at maturity or by virtue of an
Amortization Requirement shall be included in the calculations
of accrued and unpaid Debt Service Requirements in the year in
which said principal and interest portions are due and pay-
able;
(c) In the case of Capital Appreciation and Income
Bonds, the principal and interest portions of the Appreciated
Value of Capital Appreciation and Income Bonds shall be
included in the calculations of accrued and unpaid Debt
Service Requirements in the year in which said principal and
interest portions are due and payable;
(d) If all or a.portionof the principal of (including,
without limitation, Amortization 'Requirements). or interest on
a Series of Bonds is payable from funds irrevocably set aside
or deposited for such purpose, together with projected earn-
ings thereon to the extent such earnings are projected to be
from Permitted Investments which are rated, or the provider of
which Permitted Investments is rated, at the time of the
investment of such funds therein, at least "Baa" by Moody' s
Investors Service, Inc. or any successors thereof and "BBB" by
Standard & Poor' s Corporation or any successors thereof, such
principal or interest shall not be included in determining
Debt Service Requirements if such funds and/or Permitted .
Investments will provide moneys which shall be sufficient to
pay when due such principal or interest.
"Defeasance Obligations" shall mean to the extent permitted by
law:
(a) Direct general obligations of, or obligations the
timely payment of the principal of and the interest on which
is unconditionally guaranteed by, the United States of
America; and
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(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 interests in
future interest and principal payments on specified obliga-
tions described in (a) above held by a bank or trust company
as custodian, under which the owner of the investment is the
real party in interest and has the 'right to proceed directly
and individually against the obligor on the underlying obliga-
tions 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 the holders of such
obligations, securities described in clauses (a) or (b) above,
the maturing principal of and interest on which, when due and
payable, will provide sufficient monies to pay when due the
principal of, premium if any, and interest on such obliga-
tions, and which securities 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 extended by and at the option of 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-
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 on which interest on the Bonds_ is payable on such Bonds
that are Outstanding, as set forth in the proceedings of the Agency
providing for the issuance of such Series of Bonds .
GTH\REITERL\169e/2.5\e1/e7/94
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"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 and which
entity is rated on the date of delivery of such facility, in the
case of a policy of municipal bond insurance, in the highest rating
categories of Moody' s Investors Service, Inc. or any successors
thereof and Standard & Poor' s Corporation or any successors thereof
and, in the case of any other such facility, in any of the two
highest rating categories of Moody' s Investors Service, Inc. or any
successors thereof and Standard & Poor' s Corporation or any
successors thereof .
"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 Debt Service Requirement in the then
current or any succeeding Fiscal Year.
"Net Trust Fund Revenues" shall mean the Trust Fund Revenues
after deducting $500, 000 therefrom in each Fiscal Year for the
payment of the Agency' s current operating expenses relating to the
Redevelopment Plan (not including Debt Service Requirements on the
Bonds) .
• "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.
"Pledged Funds" shall mean, collectively, (i) the Net Trust
Fund Revenues, (ii) for so long as the City is obligated to
transfer Supplemental Revenues to the Trustee for deposit under
Section 304 (D) of this Resolution pursuant to the Supplemental
Revenues Resolution, the Supplemental Revenues received by the
Trustee, and (iii) 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, Resolution.
•
"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.
"Purchasers" shall mean Clayton Brown & Associates, Inc. ,
Morgan Stanley & Co. Incorporated and AIBC Investment Services
Corporation.
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"Redevelopment Area" shall mean the "City Center/Historic .
Convention Village Redevelopment and Revitalization Area" located
within the City and found by the City to be a "blighted area"
within the meaning of the Act and described in the Redevelopment
Plan, as,the geographic boundaries of such area may be changed from
time to time as permitted under the Act.
"Redevelopment Plan" shall mean the redevelopment plan -for the
Redevelopment Area adopted by the Agency by Resolution No. 128-93
adopted on February 12, 1993 and approved by the City by Resolution
No. 93-20721 adopted on February 12 , 1993 and by the County by
Resolution"No. 317-93 adopted on March 30, 1993 , as the same may be
amended from time to time.
"Redevelopment Projects" shall mean the particular community
redevelopment projects undertaken by the Agency pursuant to the
Redevelopment Plan within the Redevelopment Area in accordance with
the Act, including the Series 1993 Redevelopment Project.
"Registrar" shall mean the officer of the Agency or a bank or
trust company appointed by . the Agency, located within or without
the State of Florida, who or which shall maintain the registration
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 therein.
The issuer providing such insurance shall be a municipal bond
insurer rated, at the time of deposit in the Debt Service Reserve
Account, in the highest rating categories of Moody' s Investors
Service, Inc. or any successors thereof and Standard Poor' s Corpo-
ration or any successors thereof.
"Reserve Account Letter of Credit" shall mean the irrevocable,
transferable letter of credit, if any, deposited in the Debt
Service Reserve Account in lieu of or in partial substitution for
cash or securities on deposit therein. The issuer providing 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 two highest rating
categories of Moody' s Investors Service, Inc. or any successors
thereof and 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.
"Resort Tax" shall mean the municipal resort tax imposed,
levied and collected by the City pursuant to Chapter 67-930, Laws
of Florida, Acts of 1967, as amended, Chapter 166, Florida
Statutes, as amended, the City Charter, as amended, and Chapter 41,
Article V of the City Code, as amended.
"Resort Tax Revenues" shall mean the proceeds of the Resort'
Tax.
"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
7
cnrnnrcc\rs.en.so/a/•
•
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.
"Series 1993 Bonds" shall mean the Tax Increment Revenue
Bonds, Series 1993 (City Center/Historic Convention Village) ,
authorized to be issued under this Resolution in the aggregate
principal amount not to exceed $25, 000, 000 .
"Series 1993 Redevelopment Project" shall mean the acquisi-
tion, clearing and/or rehabilitation of certain property and the
construction of certain public improvements within the Redevelop-
ment Area being financed with the proceeds of the Series 1993
Bonds.
"State" shall mean the State of Florida.
"Supplemental Revenues" shall mean the portion of the Resort
Tax Revenues pledged by the City for the benefit of 'the Holders of
the Bonds under the provisions of the Supplemental Revenues Resolu-
tion.
"Supplemental Revenues Bonds" shall mean any and all bonds
issued by the City or other obligations incurred by the City (other
than the payment obligations under Section 5 of the Supplemental
Revenues Resolution) , from time to time, which are payable from,
and are secured by a pledge and lien upon, the Supplemental
Revenues on a parity with the City' s payment obligations under
Section 5 of the Supplemental Revenues Resolution and the pledge
and lien granted under, Section 6 of the Supplemental Revenues
Resolution.
"Supplemental Revenues Resolution" shall mean the resolution
adopted by the City on January 5, 1994 pledging the Supplemental
Revenues for the benefit of the Holders of the Bonds.
"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 City Center/Historic Convention
Village Redevelopment and Revitalization Trust Fund established by
Ordinance No. 93-2836 adopted by the City on February 24, 1993 and
by Ordinance No. 93-28 enacted by the County on April 27, 1993 in
accordance with the Act. ,\
"Trust Fund Revenues" shall mean the revenues derived from the
Redevelopment Area and received by the Agency for deposit in the
Trust Fund pursuant to Section 163 .387, Florida Statutes, as
amended, Ordinance No. 93-28 enacted by the County on April 27,
1993 , as amended from time to time, and Ordinance No. 93-2836
adopted by the City on February 24, 1993 , as amended from time to
time.
"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 .
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.
8
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•
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 resolution
is adopted pursuant to the provisions of the Act.
SECTION 103 . FINDINGS. It is hereby ascertained, determined
and declared:
(a) That the Agency is authorized to receive, deposit
and apply the Trust Fund Revenues and Supplemented Revenues
pursuant to the Act.
(b) It is necessary and desirable to issue the Series
1993 Bonds in order to finance the Series 1993 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 subdivision
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, the City, the County, the State or any political
subdivision thereof within the meaning of any constitutional,
statutory or other provision or limitation 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 1993 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 1993 Bonds be by negotiation, the sale of
the Series 1993 Bonds on the basis of negotiated sale 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 1993 BONDS. Sub-
ject and pursuant to the provisions of this Resolution, Bonds of
the Agency to be known as Tax Increment Revenue Bonds, Series 1993
(City Center/Historic Convention Village) (the "Series 1993
Bonds" ) , are hereby authorized to be issued in an aggregate
principal amount not to exceed Twenty Five Million Dollars
($25 , 000, 000) , for the purpose of providing funds, together with
certain other available moneys, to finance the Series 1993 Redevel-
opment Project, to fund the Debt Service Reserve Account and to pay
costs of issuance of the Series 1993 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. The financing
of the Series 1993 Redevelopment Project and its acquisition is
hereby authorized.
Subject to the limitations contained herein, the Series 1993
Bonds shall be issued in such aggregate amount, shall be dated,
shall mature on such dates and in such years, but not later than
December 31, 2022 , and in such amounts, shall be , in the form of
Serial Bonds or Term Bonds or a combination thereof, shall have
such Interest Payment Dates in each year, shall bear interest at
such rates not to exceed 8t, shall, have such Amortization Require-
ments, if any, and shall be subject to redemption at such times and
at such prices, all as shall be set forth in the Chairman' s
Certificate.
The Commission hereby appoints First Union National Bank of
Florida, Miami, Florida, as Trustee, Registrar and Paying Agent
hereunder.
The Commission hereby approves the distribution of copies of
the Preliminary Official Statement with respect to the Series 1993
Bonds (the "Preliminary Official Statement") in substantially the
form presented at this meeting with such changes as may be approved
by the Chairman. The Chairman or his designee is hereby authorized
to deem the Preliminary Official Statement "final" for purposes of
Securities and Exchange Commission Rule 15c2-12 and to execute any
certificates in connection with such finding. The Chairman and the
Executive Director or his designee, are hereby authorized to
execute the Official Statement with respect to the Series 1993
Bonds (the "Official Statement") on behalf of the Agency, in
substantially the form of the draft of the Preliminary Official
Statement presented at this meeting with such changes therein as
shall be necessary to evidence the terms of the Series 1993 Bonds
and such additional changes as may be approved by the Chairman,
with such execution to constitute conclusive evidence of such
officer' s approval and the Agency' s approval of any change therein.
The use of the Preliminary Official Statement and the final
Official Statement in the marketing and sale of the Series 1993
Bonds is hereby approved.
The Commission hereby approves the form of the Bond Purchase
Agreement (the "Bond Purchase Agreement") for the purchase of the
Series 1993 Bonds by the Purchasers, a copy of which draft form of
Bond Purchase Agreement has been presented at this meeting. In
connection with the sale of the Series 1993 Bonds, the Chairman is
hereby authorized to execute the Bond Purchase Agreement, upon
compliance by the Purchasers with any and all requirements of
Florida Statutes, Section 218.385 (4) , in substantially the form
presented at this 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 1993 Bonds and such additional
changes as may be approved by the Chairman. The purchase price at
which the Series 1993 Bonds shall be awarded to the Purchasers
10
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shall be determined by the Chairman in consultation with the
financial advisor of the City and Agency but shall not be less than
98% of the principal amount of the Series 1993 Bonds (not including
original issue discount) . The execution and delivery by the
Chairman of the Bond Purchase Agreement 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 . 1
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 standing
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 for 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 1993 Bonds and pursuant to
subsequent resolution of the Agency as to the issuance of any other
Series of Bonds; shall be payable in any coin or currency of the
United States of America that is legal tender at the time of such
payment; shall bear interest from their date at a fixed rate not
exceeding the legal rate per annum, - with interest paid 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 Registrar) at the close of business on the 15th
day of the calendar month preceding an Interest Payment Date or any
other date with respect to any Series of Bonds as may be determined
pursuant to subsequent resolution of the Agency (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 or maturity thereof
and (ii) Capital Appreciation and Income Bonds which shall bear
interest as described under the defined term Appreciated 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 1993 Bonds and pursuant to subsequent resolution of the
Agency relating to the issuance of any other Series of Bonds; shall
be in denominations of $5, 000 or any integral multiples thereof as .
t.o the Series 1993 Bonds and as determined pursuant to 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 1993 Bonds and as provided for pursuant to subsequent
resolution of the Agency relating to any other Series of Bonds.
Notwithstanding anything in this paragraph to the contrary, any •
interest not punctually paid on an Interest Payment Date shall
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 principal of and redemption premium, if any, on the Bonds
shall be payable upon presentation and surrender at the principal
11
office of the Paying Agent. Interest on .the Bonds shall be paid by
check or draft drawn upon the Paying Agent and mailed to the
registered owners of the Bonds on each Interest Payment Date;
provided, however, that (i) if ownership of Bonds is maintained in
a book-entry only system by a securities depository, such payment
may be made by automatic funds transfer to the securities
depository or its nominee or (ii) if such Bonds are not maintained
in a book-entry only system by a securities depository, upon
written request of the Holder of $1, 000, 000 or more in principal
amount of Bonds, such payments may be made by wire transfer to the
bank and bank account specified in writing by such Holder (such
bank being a bank within the continental United States) , if such
Holder has advanced to the Paying Agent the amount necessary to pay
the cost of such wire transfer or authorized the Paying Agent to
deduct the cost of such wire transfer from the payment due to such
Holder.
The Bonds issued hereunder may be Serial Bonds or Term Bonds
and may be Capital Appreciation Bonds, Capital Appreciation. and
Income Bonds, Extendible Maturity 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 hereunder or by subsequent proceedings of the
Agency. •
• SECTION 203 . REDEMPTION PROVISIONS. The Bonds of each
Series, other than the Series 1993 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 pursuant to subsequent
resolutions of the Agency, which subsequent resolutions may contain
different redemption notice provisions than those contained in this
Resolution. The redemption provisions for the Series 1993 Bonds
shall be established in the manner described in the second para-
graph of Section 201 of this Resolution.
Notice of redemption for Bonds being redeemed shall be given
by deposit in the U.S. mails of a copy of a redemption notice,
postage prepaid, at least thirty (30) and not more than sixty (60)
days before the redemption date to all registered owners of the
Bonds or portions of the Bonds to be redeemed_ at their addresses as
they appear on the registration books to be maintained in accord-
ance with the provisions hereof. Failure to mail any such notice
to a registered owner of a Bond, or any defect therein, shall not
affect the validity of the proceedings for redemption of any Bond
or portion thereof with respect to which no failure or .defect
occurred. Such notice shall set forth the date fixed for redemp-
tion, the rate of interest borne by each Bond being redeemed, the
date of publication, if any, of a notice of redemption, the name
and address of the Registrar and Paying Agent, the redemption price
to be paid and, if less than all of the Bonds then outstanding
shall be called for redemption, the distinctive numbers and
letters, including CUSIP numbers, if any, of such Bonds to be
redeemed and, in the case of Bonds to be redeemed in part only, the
portion of the principal amount thereof to be redeemed. If any
Bond is to be redeemed in part only, the notice of redemption which
relates to such Bond shall also state that on or after the redemp-
tion date, upon surrender of such Bond, a new Bond or Bonds in a
principal amount equal to the unredeemed portion of such Bond will
be issued. Any notice mailed as provided in this section shall be
conclusively presumed to have been duly" given, whether or not the
owner of such Bond receives such notice.
In addition to the redemption notice described above, 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 sending
notice to depositories such as Depository Trust Company of New
York, New York, Midwest Securities Trust Company of Chicago,
ctM\our[nU.en.s\,von/9� 12
•
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 redemp-
tion 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 regu-
larly 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.
Notice having been given in the manner and under the condi-
tions described in the second paragraph of this Section 203, the
Bonds or portions of Bonds so called for redemption shall, on the
redemption date designated in such notice, become and be due and
payable at the redemption price provided for redemption for such
Bonds or portions of Bonds on such date.. On the date so designated
for redemption, moneys for payment of the redemption price being
held in separate accounts by the Paying Agent in trust for the
registered owners of the Bonds or portions thereof to be redeemed,
all as provided in this Resolution, interest on the Bonds or
portions of Bonds so called for redemption shall cease to accrue,
such Bonds and portions of Bonds shall cease to be entitled to any
lien, benefit or security under this Resolution and shall be deemed
paid hereunder, and the registered owners of such Bonds or portions
of Bonds shall have no right in respect' thereof except to receive
payment of the redemption price thereof and to receive Bonds for
any unredeemed portions of the Bonds.
Notwithstanding the foregoing, notice of redemption in
connection with an optional redemption of Bonds shall not be given
by the Agency unless on the date of giving of .such notice of
redemption the Agency has on deposit with the Paying Agent
sufficient moneys to provide for such redemption.
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 an
delivered, such Bonds may nevertheless be sold and delivered as
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 A hereto, executed •
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 each of the Bonds of such Series shall be
CM\4EITERI\16.8)2.5\O1/07/9. ( 13
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 CANCELLATION.
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 attorney
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 Registrar duly
executed by the Holder or his duly authorized attorney. 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 prin-
cipal 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
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 govern-
mental 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 op 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 there-
of, 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 signature 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.
14
CTHEITEIIL\16<072.5\01/O7/94\A
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, denomination 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 duplicate 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.
SECTION 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 defini-
tive Bonds, one or more printed, lithographed or typewritten tempo-
rary 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 variations as may be appro-
priate to such temporary Bonds. The Agency at its own expense
shall prepare, 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 sur-
rendered. Until so exchanged, the temporary Bonds shall in all
respects be entitled to the same benefits and security as defini-
tive 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 A 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.
SECTION 209 . BOOK-ENTRY ONLY SYSTEM FOR THE BONDS; QUALIFI-
CATION FOR THE DEPOSITORY TRUST COMPANY. The Bonds may be issued
as uncertificated securities through the book-entry only system
maintained by The Depository Trust Company of New York ( "DTC") or
such other securities depository as may be selected by the Agency.
The Agency, the Trustee, the Registrar and the Paying Agent are
hereby authorized to take such actions as may be necessary to
qualify the Bonds for deposit with DTC, including but not limited
to those actions as may be set forth in a letter agreement (the
"DTC Agreement") to be entered into by and among the Agency, the
Fiduciaries and DTC, the execution and delivery of which with
respect to the Series 1993 Bonds by the Chairman or Executive
15
CTH\GCITERL\164072.5\01/07/94
/
Director of the Agency is hereby authorized, wire transfers of
interest and principal payments with respect to the Bonds, utiliz-
ation of electronic book entry data received from DTC in place of
actual delivery of Bonds and provisions of notices with respect to
Bonds registered by DTC (or any of its designees identified to the
Agency, the Trustee, the Registrar or the Paying Agent) by over-
night delivery, courier service, telegram, telecopy or other
similar means of communication.
[END OF ARTICLE II]
•
16
0TN\REITERL\164B72.5\01/07/94
L
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, the City, the County, the State or any
political subdivision thereof, within the meaning of any bonsti-
tutional, statutory or charter provisions or limitations, or a
pledge of the faith and credit of the Agency, the City, the County,
the State or any political subdivision thereof, but shall be pay-
able 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, the County, the State Or any political subdi-
vision thereof or taxation in any form of any real or personal
property therein, or the application of any funds of the Agency or
the City, the County, the State or any political subdivision
thereof to pay the Bonds or the interest thereon or the making of
any sinking fund or reserve payments provided for herein other than
the Pledged Funds as provided in this Resolution.
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 Pledged Funds 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 Resolu-
tion, 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 bther payments provided for
herein, as the same become due and payable. Pursuant to the provi-
sions of the Supplemental Revenues Resolution and subject to the
limitations and conditions therein contained, the City has pledged
the Supplemental Revenues as security for the payment of the prin-
cipal of and interest on the Bonds, such Supplemental Revenues
being part of the Pledged Funds hereunder upon receipt of the same
by the Trustee.
The Bonds and the obligation evidenced thereby shall not con-
stitute 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 1993 Bonds issued pursuant to this Resolution, unless 'other-
wise provided in the. Chairman' s Certificate shall be simultaneously
disbursed as follows:
(1) Proceeds derived from the sale of the Series 1993
Bonds equal to the accrued interest on the Series 1993 Bonds
shall be deposited in the Interest Account, hereinafter
created and established, and used for the purpose -of paying
interest on the Series 1993 Bonds as the same becomes due and
payable.
(2) Proceeds derived from the sale of the Series 1993
Bonds, together with other moneys lawfully available therefor,
if . any, shall be deposited in a "Miami Beach Redevelopment
Agency Cost of Issuance Fund (City Center/Historic Convention
Village) " (hereinafter referred to as the "Cost of Issuance
Fund") which is hereby created and established to. be held by
17
GTH\R(IT!RL\iwen.5\ol/01/9.
the Agency and used for the purpose of paying such costs of
issuance of the Series 1993 Bonds as the Agency shall deter-
mine are appropriate.
(3) Proceeds derived from the sale of the Series 1993
Bonds in an amount equal to the Reserve Account Requirement
shall be deposited in the Debt Service Reserve Account, here-
inafter created and established.
(4) The balance of the proceeds derived from the sale of
the Series 1993 Bonds, together with other moneys lawfully
available therefor, if any, shall be deposited in an account
designated "Series 1993 Account" of a special fund hereby
created, established and designated as the "Miami Beach
Redevelopment Agency Acquisition and Construction Fund (City
Center/Historic Convention Village) " (hereinafter referred to
as the "Acquisition and Construction Fund") to be held and
administered by the Trustee. Such proceeds and other avail-
able 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 1993 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 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 thejsale of
such Bonds, other than Bonds issued to refund Outstanding
Bonds, together with other moneys lawfully available therefor,
if any, shall be deposited in an account 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 Acquisition
and Construction Fund shall be disbursed by the Trustee in accor-
dance with the provisions of this subsection (c) . Withdrawals may
be made by the Agency from the Acquisition and Construction Fund
upon receipt by the Trustee of a written requisition executed by a
duly authorized official of the Agency, specifying the purpose for
18
FTHWITERL\164872.5%01/07/W
•
which such withdrawal is to be made, including reimbursement to the
Agency or the City for funds advanced by them, as applicable, in
connection with a Redevelopment Project, and certifying that such
purpose is included within the scope of the Redevelopment Project
for which the applicable Series of Bonds was issued. In addition,
(i) in the case of the Series 1993 Bonds, an authorized official of
the Agency shall deliver to the Trustee with each such requisition
a certificate in the form of Exhibit B, attached hereto and made a
part hereof and (ii) in the case 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 offi-
cial 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 at the direction of the Agency 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 investment income derived from the moneys and invest-
ments on deposit in the Acquisition and Construction Fund shall be
deposited and maintained in the applicable account within the
Acquisition and Construction Fund and used for the purposes there-
of.
(d) The proceeds of the sale of the Bonds shall be and con-
stitute 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. Par-
ticularly, 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 pur-
poses 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 purposes and in the
manner provided in this Resolution and the Act.
19
CM\.EITEYL\164072.5\01/07/94
1
D. DISPOSITION OF TRUST FUND REVENUES; SUPPLEMENTAL REV-
ENUES. There is hereby created and established a special fund
designated the "Miami Beach Redevelopment Agency Sinking Fund (City
Center/Historic Convention Village) " (hereinafter referred to as
the "Sinking Fund") . There are also hereby created four (4) sep-
arate 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 administered by the Trustee.
In each Fiscal Year, the first $500, 000 in Trust Fund Revenues
deposited in the Trust Fund during such Fiscal Year shall be set
aside and retained by the Agency for the payment of the Agency' s
current operating expenses relating to the Redevelopment Plan (not
including Debt Service Requirements on the Bonds) . Thereafter, all
Net Trust Fund Revenues deposited in the Trust Fund during such
Fiscal Year shall be disposed of by the Agency only in the
following manner:
(1) Net Trust Fund Revenues shall first be used, to the
full extent required, for deposit with the Trustee into the
Interest Account in the Sinking Fund, immediately upon receipt
of such Net Trust Fund Revenues, of such sums as shall be
sufficient to pay the interest becoming due on the Bonds
during the current calendar year (or if such Net Trust Fund
Revenues are deposited in the Trust Fund during the first
quarter of such Fiscal Year, to pay the interest becoming due
on the Bonds through the end of the next succeeding 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.
The Trustee shall, on each Interest Payment Date, trans-
fer 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 on
deposit in the Interest Account 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) Net Trust Fund Revenues shall next be used, to
the full extent required, for deposit with the Trustee into
the Principal Account in the Sinking Fund, immediately upon
receipt of such Net Trust Fund Revenues, of such sums as shall
be sufficient to pay the principal amount of ,Serial Bonds
which will mature during the current calendar year (or if such
Net Trust Revenues are deposited in the Trust Fund during the
first quarter of such Fiscal Year, to pay the principal amount
of Serial Bonds which will mature through the end of the next
succeeding 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 on deposit in the. Principal Account
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) Net Trust Fund Revenues shall next be used, to
the full extent required, for deposit with the Trustee into
the- Bond Redemption Account in the Sinking Fund, immediately
C TMREITERL\I6A872.5\01/O7/9 20
upon receipt of such Net Trust Fund Revenues, of such Amorti-
zation Requirements as may be required for the payment of the
Term Bonds payable from the Bond Redemption Account during the
current calendar year (or if such Net Trust Fund Revenues are
deposited in the Trust Fund during the first quarter of such
Fiscal Year, for the payment of the Term Bonds payable from
the Bond Redemption Account through the end of the next
succeeding 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 manda-
torily 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.
(3) Net Trust Fund Revenues shall next be used, to the
full extent required, for deposit with the Trustee into the
Debt Service Reserve Account, immediately upon receipt of such
Net 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 Requirement 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 (includ-
ing any Reserve Account Insurance Policy or Reserve Account '
Letter of Credit) shall • be equal to 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 Funds and
Accounts 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 transferred to and
deposited in the Interest Account, the Principal Account or
the Bond Redemption Account as the Agency at its option may
determine.
Notwithstanding the foregoing provisions, in lieu of or
• in substitute for the required deposits (including existing
deposits therein) into the Debt Service. Reserve Account, the
Agency may, with the consent of any issuer of any Credit '
Facility in respect of the Bonds, 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, 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 any such Reserve Account Insurance Policy or Reserve
21
CTN\REITERL\16.812.5\O1/07/9
Account Letter of Credit is substituted for moneys on deposit
in the Debt Service Reserve Account, the excess moneys in the
Debt Service Reserve Account shall be transferred to and
deposited in the Interest Account, the Principal Account or
the Bond Redemption Account as the Agency at its option may
determine. 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 following such disbursement
or to deposit into the Debt Service Reserve Account from the
Net Trust Fund Revenues, as herein provided, funds in the
amount of the disbursements made under such Reserve Account
Insurance Policy or Reserve Account Letter of Credit, or a
combination of such alternatives as shall equal the Reserve
Account Requirement for the Bonds Outstanding.
In the event that upon the occurrence of any deficiency
in the Interest Account, the Principal Account or the Bond
Redemption Account, the Debt Service Reserve Account is then
funded with one or more Reserve Account Insurance Policies
and/or Reserve Account Letters of Credit, the Agency or the
Paying Agent, as applicable, shall, on an interest or prin-
cipal payment date or mandatory redemption date to which such
deficiency relates, draw upon or cause to be paid under such
facilities, on a pro-rata basis thereunder, an amount
sufficient to remedy such deficiency, in accordance with the
terms and provisions of such facilities and any corresponding
reimbursement or other agreement governing' such facilities;
provided however, that if at the time of such deficiency the
Debt Service Reserve Account is only partially funded with one
or more Reserve Account Insurance Policies and/or Reserve
Account Letters of Credit, prior to drawing on such facilities
or causing payments to be made thereunder, the Trustee shall
first apply any cash and securities on deposit in the Debt
Service Reserve Account to remedy the deficiency and, if after
such application a deficiency still exists, the Agency or the
Paying Agent, as applicable, shall make up the balance of the
deficiency by drawing on such facilities or causing payments
to be made thereunder, as provided in this paragraph. Amounts
drawn or paid under a Reserve Account Insurance Policy or
Reserve Account Letter of Credit shall be applied as set forth
in the second paragraph of this Section 304 (d) (3) . Any
amounts drawn or paid under a Reserve Account Insurance Policy
or Reserve Account Letter of Credit shall be reimbursed to the
issuer thereof in accordance with the terms and provisions of
the reimbursement or other agreement governing such facility.
The Debt Service Reserve Account shall be valued on the
first day in each 'Fiscal Year and the value of securities on
deposit therein shall be the lower of par, or .if purchased 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 discount at which
such securities were purc#ased 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) Net 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 Net Trust Fund Revenues as the Agency shall determine in
22
CTR\REITERL\164872.5\01/07/94
the proceedings authorizing the issuance of such subordinated
obligations.
(5) Thereafter, the balance of any Net Trust Fund Reven-
ues remaining in said Trust Fund shall, subject to Section
304 (A) , be used by the Agency for any lawful purposes, includ-
ing payment of any fees and expenses of the Fiduciaries; pro-
vided, however, that none of such Net Trust Fund Revenues
shall ever be used for the purposes provided in this paragraph
(5) unless all payments required in paragraphs (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.
•
If on the first (1st) day of February in each Fiscal Year the
amounts on deposit in any of the accounts established in the
Sinking Fund are less than the amounts required to be on deposit
therein under clauses (1) , (2) and (3) of this Section 304 (D) for
the payment, of interest on and principal (including Amortization
Requirements) of the Bonds during the current calendar year and to
cause the amounts on deposit in the Debt Service Reserve Account to
equal the Reserve Account Requirement, the Trustee shall immedi-
ately notify the City of the deficiency in any of such accounts and
the City shall be obligated, in accordance with the provisions of
the Supplemental Revenues Resolution, to transfer to the Trustee
for deposit in the applicable accounts in the Sinking Fund Supple-
mental Revenues in an amount which, after all such required
transfers are completed as provided under the Supplemental Revenues
Resolution, shall be sufficient, together with the amounts then on
deposit in each of the accounts in the Sinking Fund, to pay all
interest and principal (including Amortization Requirements)
payable on the Bonds during the then current calendar year, as the
same is due and payable, and to fund such deficiency in the Debt
Service Reserve Account by the last day of such calendar year. The
Trustee shall, immediately upon receipt thereof, deposit the
Supplemental Revenues in the applicable accounts in the Sinking
Fund and apply the same as provided in clauses (1) , (2) and (3) of
this Section 304 (D) .
Notwithstanding anything to the contrary contained in this
Resolution, the City' s obligation to transfer Supplemental Revenues
to the Trustee pursuant to the Supplemental Revenues Resolution
shall terminate and the pledge of and lien on the Supplemental
Revenues hereunder and under the Supplemental Revenues Resolution
shall be released and extinguished upon the happening of the
following events and conditions:
(1) the Net Trust Fund Revenues (not including any
portion thereof which may be attributable to investment
earnings) for each of the immediately preceding two Fiscal
Years, as certified by a certified public accountant in a .
certificate delivered to the Trustee, shall have been at least
' equal to one hundred seventy-five percent (175%) of the
Maximum Annual Debt Service on all Bonds then Outstanding; and
(2) the Agency shall have caused notice to the effect
that the lien upon and pledge of the Supplemental Revenues to
secure payment of the Bonds has been released and extinguished '
to be mailed to the Registered Owners of the Bonds, to each
rating agency maintaining a rating on the Bonds and the issuer
of any Credit Facility or Liquidity Facility.
Notwithstanding anything in Section 304 (D) (1) and (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 prin-
cipal 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.
67N\REITERI\16872.5\DI/O7/9 l 23
•
Notwithstanding the foregoing or any other provision herein to
the contrary, if any amount applied to the payment of principal 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 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
"Miami Beach Redevelopment Agency Rebate Fund (City Center/Historic
Convention Village) " 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 Resolution
to the contrary, the Agency shall transfer or cause to be trans-
ferred from Pledged Funds the amounts required to be transferred in
order to comply with the arbitrage rebate covenants contained in a
certificate to be executed and delivered by the Agency in connec-
tion 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 arbitrage 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) compliance 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 at the direction of the Agency 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 at the direction of the Agency 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 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, and the
• obligation of the City to transfer moneys to such accounts pursuant
to the Supplemental Revenues Resolution.
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 and
the City to transfer moneys to such account, unless the amount in
such account shall exceed the Reserve Account Requirement, in which
24
CDAREITERL\164872.5\01/07/94
•
event such excess may be applied in the mannerset forth for excess
amounts in the Debt Service Reserve Account, as described in
Section 304 (D) (3) .
All income and earnings received from the investment and rein-
vestment of moneys in the Cost of Issuance Fund shall be trans-
ferred 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 account-
ing 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 PLEDGED
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 an 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 Pledged Funds on a parity with
that of the Series of Bonds or portion thereof which is supported
by such Credit Facilities or Liquidity Facilities solely with
respect to any reimbursement obligations due such issuers which
evidence amounts equal to the scheduled stated principal (includ-
ing, without limitation, Amortization Requirements) and interest
due on the Series of Bonds or portion thereof which is supported by
such Credit Facilities or Liquidity Facilities. Any .other obliga-
tions, in addition to the Bonds authorized by this Resolution or
additional parity Bonds issued under the terms, restrictions and
conditions contained in this Resolution and obligations to issuers
of Credit Facilities and Liquidity Facilities as described above,
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 Pledged Funds and in all other respects. Nothing in this
Resolution shall be deemed to prohibit the Agency from entering
into currency swaps or other arrangements for hedging interest
rates on any indebtedness provided that, while either Moody' s
Investors Service, Inc. or Standard & Poor' s Corporation, or their
respective successors, shall maintain ratings on any of the Bonds,
the Agency shall not enter into any such currency swaps or other
arrangements with respect to Bonds without obtaining the prior
written consent of such rating agencies with respect thereto. Not-
withstanding the foregoing, the City may issue bonds or incur other
obligations payable from the Supplemental Revenues, including. Sup-
plemental Revenues Bonds, and create or cause to be created debts,
liens, pledges, assignments, encumbrances and other charges upon
the Supplemental Revenues to the extent provided in the Supple-
mental Revenues Resolution.
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,
including, without limitation, Net Trust Fund Revenues, 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 provi-
ern\pc�rceUwe n.s\o�/o/�
25
7
sions of this Resolution and the Agency must be currently in
compliance with the covenants and provisions of this Reso-
lution and any supplemental resolution hereafter adopted for
the issuance of additional parity Bonds; unless upon the issu-
ance of such additional parity Bonds the Agency will be in
compliance with all such covenants and provisions .
(2) The aggregate of the Net Trust Fund Revenues (not
including any portion thereof which may be attributable to
investment earnings) received by the Agency and the Supple-
mental Revenues received by the City, each during the immedi-
ately preceding Fiscal Year, as certified by an independent
certified public accountant, were at least equal to one
hundred seventy-five percent (175' ) of the Maximum Annual Debt
Service on (1) the Bonds originally issued pursuant to this
Resolution and then Outstanding, (2) any additional parity
Bonds theretofore issued and then Outstanding, (3) the
additional parity Bonds then proposed to be issued, and (4) in
accordance with the next succeeding paragraph, any Supple-
mental Revenues Bonds issued and then Outstanding; provided,
however, that upon the release of the lien and pledge of the
Supplemental Revenues as provided by Sectioh 304 (D) herein,
(A) the phrase "one hundred seventy-five percent (175s) " above.
will be replaced with the phrase "one hundred fifty percent
(150t) " and (B) the foregoing calculations will (i) be based
solely upon the Net Trust Fund Revenues and (ii) not include
(4) above.
(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 to the Trustee '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 and,
in accordance with the next succeeding paragraph, the Supple-
mental Revenues Bonds, in each case Outstanding immediately
prior to the date of authentication and delivery of such
refunding Bonds, and (B) with respect to the Bonds of all
Series and, in accordance with the next succeeding paragraph,
the Supplemental Revenues Bonds, in each case to be Outstand-
ing 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; provided, however,
that upon the release of the lien and pledge of the Supple-
mental Revenues as provided in Section 304 (D) herein, the
foregoing calculations will not include the Supplemental
Revenues Bonds.
For purposes of subparagraphs (2) and (3) above, Supplemental
Revenues Bonds shall be deemed "Outstanding" and shall be included
in "Debt Service Requirement" and "Maximum Annual Debt Service"
therein based upon the same rules applicable to Bonds hereunder.
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 resolution 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
26
GTREITERL\164872.5\01/07/94 H\
• a
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 additional
parity obligations inconsistent therewith) , shall be for the equal
benefit, protection and security of the Holders of any Bonds
originally . authorized and issued pursuant 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 snot 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 Trust Fund
Revenues by the use of a fund established in accordance with gener-
ally accepted accounting principles, and any Holder of a Bond or
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 Trust Fund
Revenues 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
generally, 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 . Except as provided in
Section 304 (D) with respect to the Supplemental Revenues, the
pledge of such Pledged Funds, in the manner provided herein, shall
not be subject to repeal, modification or impairment by any sub-
sequent 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 pro-
visions of this Resolution or the Trustee acting for such Bond-
holders, may either at law or in equity, by suit, action, mandamus
or other proceedings in any court of competent jurisdiction, pro-
tect 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
27
am\ae nenL\iwe n s\01/o 7/va
•
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 pro-
vided, 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-five per centum (25 ) of Bonds issued
under this Resolution then Outstanding may by a duly executed
certificate in writing request the Trustee to represent such Bond-
holders in any legal proceedings for the enforcement and protection
of the rights of such Bondholders . Such certificate shall be
executed by such Bondholders or their duly authorized attorneys or
representatives, and shall be filed in the office of the Executive
Director.
L. ENFORCEMENT OF COLLECTIONS. . The Agency will diligently
enforce and collect the Trust Fund Revenues and take all actions
within its control to cause the City to transfer Supplemental
Revenues as required hereunder and under the Supplemental Revenues
Resolution and will take all steps, actions and proceedings for the
enforcement and collection of such Trust Fund Revenues and transfer
• of Supplemental Revenues to the full extent permitted or authorized
by applicable laws, including the Act. All Net Trust Fund Revenues
- and Supplemental Revenues shall, as collected and transferred,
respectively, be held in trust to be applied as herein provided and
not otherwise.
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 Principal
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 resolu-
tion, 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 Principal
Accost 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 resolu-
tion, moneys which together with other moneys lawfully avail-
able therefor when invested in such Defeasance Obligations
which shall not be subject to redemption prior • to their '
maturity other than at the option of the Holder thereof, 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 com-
2 8
CTN\REITERL\I64972.5\O1/O7/94
pletely discharged and extinguished, and the Folders thereof
shall be entitled for payment solely out of the moneys or
securities so deposited; provided that (i) in connection with
any discharge and satisfaction pursuant to subsection (2) or
(3) above, the Agency shall concurrently with such deposit
deliver (A) an opinion of nationally recognized bond counsel
to the effect that interest on the Bonds being discharged will
not, by reason of such discharge, become includable in gross
income for federal income tax purposes and that such Bonds
have been discharged in accordance with the provisions of this
Section, and (B) an accountant' s verification report showing.
the sufficiency of such moneys and/or Defeasance Obligations
to provide for the payment of said Bonds, and (ii) 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) 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 Redemp-
tion Account, or in such other accounts which are irrevocably
pledged to the payment of the Put Bonds or Extendible Maturity
Bonds as the Agency may hereafter create and establish by
resolution, moneys which together with moneys lawfully avail-
able therefor, 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 pro-
vided to the Holders of such. Bonds or the Agency; provided
however, that if, at the time a deposit is made pursuant to
this subsection (4) , the options originally exercisable by the
Holder of a Put Bond or Extendible Maturity Bond or the Agency
are no longer exercisable, such Bond shall not be considered
a Put Bond or Extendible Maturity Bond for purposes of this
subsection (4) .
(5) . Notwithstanding the foregoing, all references to the
discharge and satisfaction of Bonds shall include the dis-
charge and satisfaction of any issue of Bonds, any portion 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 provisions of this
subsection (5) shall not affect the requirements regarding Put
Bonds and Extendible Maturity Bonds set forth in subsection
(4) .
(6) If any portion of the moneys deposited for the pay-
ment of the principal of and redemption premium, if any, and
interest on any portion of Bonds is not required for such pur-
pose, the Agency may use the amount of such excess free and
clear of any trust, lien, security interest, pledge or assign-
ment securing said Bonds or otherwise existing under this
Resolution.
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
29 GTH\REITERL\164872.5\01/07/94 ,
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.
N. CONCERNING THE RESERVE ACCOUNT INSURANCE POLICY, THE
RESERVE ACCOUNT LETTER OF CREDIT, CREDIT FACILITY AND/OR LIQUIDITY
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 Reserve Account Letter of Credit and any
reimbursement or similar agreement with respect to any such Reserve
Account Insurance Policy and/or Reserve Account Letter of Credit.
As long as any Series of Bonds of the Agency are secured by a
Credit Facility or Liquidity Facility, (i) the Agency covenants to
comply with the requirements and conditions imposed on the Agency
by the issuer of the Credit Facility or Liquidity Facility and
(ii) all rights. hereunder granted to the Holders of Bonds so
secured shall be exercisable by the issuer of such Credit Facility
or Liquidity Facility in lieu of the Holders of such Bonds.
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]
•
•
•
6TR\REITERL\16.873.5\01/07/94
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 Resolution
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 indemnified. No Fiduciary shall be liable
in connection with the performance of its duties hereunder except
for its own negligence, misconduct or default.
SECTION 403 . EVIDENCE ON WHICH FIDUCIARIES MAY ACT.
(a) Each Fiduciary, upon receipt of any notice., resolution,
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 Resolution 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 established
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 Reso-
lution 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.
31
WE!TERI\16.972.5\01/07/94 6
•
•
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 represent
Holders of a majority in principal amount of the Bonds then Out-
standing.
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 substantially all of its
corporate trust business shall be a successor Fiduciary hereunder
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 association or shall be a successor entity to the Agency,
if the Agency is acting as Fiduciary hereunder, shall be authorized
by law to perform all duties imposed upon it by this Resolution,
and shall be such successor 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 Registrar may
adopt the certificate of authentication of any predecessor
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 certificate
shall be fully effective.
SECTION 408. RESIGNATION OR REMOVAL OF FIDUCIARY AND
APPOINTMENT OF SUCCESSOR. Any Fiduciary may at any time resign an
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 Facility of the
appointment of any successor Fiduciary. 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.
C1M\.f ITEGI\IW8)3.5\01/.1/9. 32
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 successor
Fiduciary. Such court may thereupon, after such notice, if any, as
such court may deem proper and prescribe, appoint a successor
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]
•
•
33
Cill\REITERL\164872.5\01/07/94
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 sufficient 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 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 execution. Where
such execution is in behalf of a person other than an individ-
ual, 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 required or
permitted by this Resolution to be signed or executed by the
Holders, the Agency may, sat its option, fix in advance a record
date for determination of Holders entitled to give each request,
direction, consent or other instrument, but the Authority 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 of 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 4
GTM\REITERL\169872.5\01/07/94
1
ARTICLE VI
MISCELLANEOUS PROVISIONS
SECTION 601. MODIFICATION OR AMENDMENT. Except as otherwise
provided in the second paragraph hereof, no adverse material
modification or amendment of this Resolution, or of any resolution
amendatory hereof or supplemental hereto, may be made without the
consent in writing of (i) the Holders of more than fifty per centum
(50%) 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 per centum (5096) in aggregate principal
amount of the Bonds of each Series so affected and Outstanding at
the time such consent is given; provided, however, that no modifi-
cation 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 percentage 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 omission
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 provisions
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 restric-
tions on the issuance of Bonds under the provisions of this
Resolution, other conditions, limitations and restrictions
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 excludable 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 .
(f) to permit the Agency to issue Bonds the interest on
which is not excludable from gross income for Federal income
tax purposes under the Code to the Holders thereof; or
35
GTX\NEITCRL\161812.5\01/07/9/
(g) to qualify the Bonds or any of the Bonds for 7,
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 Capital Appreciation
Bonds, Capital Appreciation and Income Bonds, Put Bonds,
Extendible Maturity Bonds and such other Bonds as may be
marketable 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 exclusion of
interest on the Bonds from gross ' income thereunder; or
(1) to make such changes as mayevidence the 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 resolution
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 shall 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 supplemental resolu-
tions in substantially such form without liability or responsibil-
ity 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 (50t) in aggre-
gate principal amount of the Bonds of each Series as affected and
Outstanding at the time of the adoption of such supplemental
resolution shall have consented to and approved the adoption
thereof as herein provided, no Holder shall have any right to
• object to the adoption of such supplemental resolution, or to
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
36
CM\REITERL\164872.5\01/07/94
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 statement
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 expressly
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
way 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 1993 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 hereafter
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 redemp-
tion 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 pur-
suant 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
circulation in New York, New York, a notice, in such form as may be
deemed appropriate by the Agency with respect to the Bonds so
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. PAYMENTS DUE ON SATURDAYS, SUNDAYS AND .
HOLIDAYS. In any case where the date of maturity of interest on or
principal of the Bonds or the date fixed for redemption of any
Bonds shall be a Saturday, Sunday or a day on which any Paying
Agent is required, or authorized or not prohibited, by law
(including executive orders) to close and is closed, then payment
of such interest or principal and any redemption premium need not
37
OTH\REITERI\164872.5\01/07/94
•
be paid by the Paying Agent on such date but may be paid on the
next succeeding business day on which the Paying Agent is open for
business with the same force and effect as if paid on the date of
maturity or the date fixed for redemption, and no interest shall
accrue for the period after such date of maturity. .
SECTION 607 . CONTROLLING LAW; MEMBERS OF GOVERNING BODY OF
AGENCY NOT LIABLE. The provisions of this Resolution shall be
governed by, and interpreted in accordance with, the laws of the
State. All covenants, stipulations, obligations and agreements of
the Agency contained in this Resolution shall be deemed to be
covenants, stipulations, obligations and agreements of' the Agency
to the full extent authorized by the Act and provided by the
Constitution and laws of the State. No covenant, stipulation,
obligation or agreement contained herein shall be deemed to be a
covenant, stipulation, obligation or agreement of any present or
future member, agent or employee of the Board or the Agency in his
individual capacity, and neither the members of the Board nor any
official executing the Bonds shall be liable personally on the
Bonds or this Resolution or shall be subject to any personal
liability or accountability by reason of the issuance or the execu-
tion by the Board or such members thereof.
SECTION 608. FURTHER AUTHORIZATIONS. The Chairman, the
Executive Director and such other officers, employees and staff
members of the Agency as may be designated by the Chairman and the
Executive Director or either of them are each designated as agents
of the Agency in connection with the issuance and delivery of the
Bonds and are authorized and empowered, collectively or individu-
ally, to take all action and steps and to execute all instruments,
documents and contracts on behalf of the Agency, that are necessary
or desirable in connection with the execution and delivery of the
Bonds, and which are not inconsistent with the terms and provisions
of this Resolution.
SECTION 609 . HEADINGS FOR CONVENIENCE ONLY. Any headings
- preceding the texts of the several articles and sections hereof
shall be solely for convenience of reference and shall not
constitute a part of this Resolution, nor shall they affect its
meaning, construction or effect.
SECTION 610. TIME OF TARING EFFECT. This Resolution shall
take effect immediately upon its adoption.
PASSED AND ADOPTED this 5th day 'if JanuarA/ , 1994 .
)//:
A'
Chairman
(SEAL)
FORM APPROVED
Attest: REDEVELOP T AGENCY
GE E UNSEL 40P ,, e •
By
Secretary Date
•
38
RTN\REITERL\164872.5\01/07/94
EXHIBIT A
BOND FORM
(Face of Bond)
No. R- $
UNITED STATES OF AMERICA
STATE OF FLORIDA
MIAMI BEACH REDEVELOPMENT AGENCY
TAX INCREMENT REVENUE BONDS,
`SERIES
(CITY CENTER/HISTORIC CONVENTION VILLAGE)
Date of
Interest Maturity Original
Rate Date Issuance CUSIP
REGISTERED OWNER:
PRINCIPAL AMOUNT: DOLLARS
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 First Union
National Bank of Florida, Miami, Florida, as paying agent (said
bank 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 First Union National Bank of Florida, Miami,
Florida, as Registrar (said bank 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 (the "Regular Record Date") ; provided, however, that (i) if
ownership of the Bonds is maintained in a book-entry only system by
a securities depository, such payment may be made by automatic
funds transfer (wire) to such securities depository of its nominee
or (ii) 'if such Bonds are not maintained in a book-entry only
system by a securities depository, upon written request of the
Holder of $1, 000, 000 or more in principal amount of Bonds, such
payments may be made by wire transfer to the bank and bank account
specified in writing by such Holder (such bank being a bank within
the continental United States) , if such Holder has advanced to the
Paying Agent the amount necessary to pay the cost of such wire
transfer or' authorized the Paying Agent to deduct the cost of such
wire transfer from the payment due such Holder. Any interest not
punctually paid on an interest payment date shall forthwith cease
to be payable to the registered owner on the Regular Record Date
and may be paid to the registered owner as of the close of business
on a special record date for the payment of such defaulted interest
A-1
CTHMITENL\160872.5\01/07/94
7.
•
to be fixed by the Paying Agent, notice whereof shall be given not
less than 10 days prior to such special record date to the
registered owners. Such interest shall be payable from the most
recent interest payment date next preceding the date of
authentication to which interest has been paid, unless the date of
authentication is an 1 or 1 to which
interest has been paid, in which case from the date of
authentication, or unless the date of authentication is prior to
, 19 , in which case from , 19 or
unless the date of authentication is between a Regular Record Date
and the next succeeding interest payment date, in which case from
such interest payment date.
This Bond is one of an authorized issue of Bonds of the Agency
designated' as its "Tax Increment Revenue Bonds, Series (City
Center/Historic Convention Village) " (herein called the "Bonds") ,
in the aggregate principal amount of Dollars
($ ) 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 Constitution
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 , 1993 (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 PORT 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 require to exist, to happen, and to be performed,
precedent to and in the issuance of this Bond exist, have happened
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 compliance
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
GTR\REITERL\164872.5\61/07/94 A.-2
FORM OF CERTIFICATE OF AUTHENTICATION
This Bond is one of the Bonds delivered pursuant to the within
mentioned Resolution.
•
Date of Authentication:
FIRST UNION NATIONAL BANK OF FLORIDA,
as' Registrar
By:
Authorized Officer
•
•
CM9E ITE A-3
L\I6 \72.501/07/94
•
[Back of Bond]
•
This Bond is payable solely from and securedlby a first lien
on and pledge of the Net Trust Fund Revenues (as defined in the
Resolution) collected by the Agency pursuant to Section 163 .387,
Florida Statutes, as amended, the Supplemental Revenues (as defined
in the Resolution) received by First Union National Bank of
Florida, Miami, Florida, as trustee (said bank and any successor
trustee being herein called the "Trustee") for so long as the City
of Miami Beach, Florida (the "City") is obligated to transfer
Supplemental Revenues to the Trustee as described in the Resolution
and all moneys held in certain funds and accounts established under
the Resolution (collectively, the "Pledged Funds" ) , all in the
manner provided in the Resolution. Neither the Agency, the City,
Dade County, Florida (the "County" ) , 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 City, the County, 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, the City, the County, the State or any
political subdivision thereof 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, the County, the State or any
political subdivision thereof or taxation in any form on any real
or personal property therein, for the payment of the principal of
and interest on this Bond and other payments provided for in the
Resolution.
It is further agreed between the Agency 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 City and the County have established the City
Center/Historic Convention Village Redevelopment and Revitalization
Trust Fund into which the County and the City have agreed to
deposit on an annual basis their respective portions of the Trust
Fund Revenues (as' defined in the Resolution) for so long as the
Bonds are outstanding. In addition, the City has covenanted to
transfer to the Trustee the Supplemental Revenues as required for
payment of the principal of and interest on the Bonds and to make
the required deposits to the Debt 'Service Reserve Account;
provided, however, that the lien on and pledge of the Supplemental
Revenues for the benefit of the owners of the Bonds may be released
and extinguished under the terms and conditions specified in the
Resolution. The Agency in the Resolution has established with the
Trustee the Miami Beach Redevelopment Agency. Sinking Fund (City
Center/Historic Convention Village) and certain accounts therein
and covenanted to deposit into said Sinking Fund and accounts
therein solely from the Pledged Funds 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. Reference 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.
A-4
CTN\REITERL\164813.5\e1/8//94
Y. 1
•
The original registered owner, and each successive registered
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 registered
owner thereof in person or by his attorney duly authorized in
writing only upon the books of the Agency kept by the Registrar 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.
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 absolute
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 denominations.
4 . Tn 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.
•
•
CT11\REITEPE\168]2.5\OI/0)/e. A-5
[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 regulations .
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, an 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. .
•
•
0TR\REITERL\164872.5\01/07/94 A-
a
1
EXHIBIT B
AGENCY CERTIFICATE
First Union National Bank of Florida,
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 1993
(City Center/Historic Convention Village) (the "Series 1993 Bonds")
will not result in less than 95 percent of the net proceeds of the
Series 1993 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
•
B 1
OTI\REITERL\164872.5\01/O7/94
a. II y
CITY OF MIAMI BEACH
CITY HALL 1700 CONVENTION CENTER DRIVE MIAMI BEACH FLORIDA 33139
OFFICE OF THE CITY MANAGER TELEPHONE: (305) 673-7010
FAX: (305) 673-7782
COMMISSION MEMORANDUM NO. I _ I y
January 5, 1994
To: Mayor Seymour Gelber and
Members of the City Commission
From: Roger M. Carlt
City Manager
Subject: Resolution Pledging the Municipal Resort Tax as a Secondary Source for the
Recurring Repayment of a $25 million Tax Increment Revenue Bond Issue
for Financing Convention Hotel(s) Development and other Projects in the
City Center Redevelopment Area.
Administrative Recommendation
The Administration recommends that the City Commission adopt a resolution
pledging the Municipal Resort. Tax as a secondary source of repayment for a $25 million
Tax Increment Revenue Bond to be issued by the City Center Redevelopment Agency.
Background
As was discussed in the November .4, 1993 Special Meeting of the City
" Commission and the Redevelopment Agency, the City Center Redevelopment Agency has
determined to issue bonds to fund the land assemblage for a convention center hotel(s).
as well as other projects in the redevelopment area. The redevelopment area was
created with an inception date of January 1, 1992, as its base year for valuation purposes.
The resultant growth in value of the property tax value, while impressive at 28 percent in
its initial year, provides $1.2 million,$700,000 of which is available for debt service. This
amount is currently insufficient to service the cost of the bonds necessary to acquire the
property and other projects (see attached updated charts originally presented on
November 4, 1993). As can be seen on the charts, even with a low growth rate of 3
percent annually, tfie increment will be sufficient to pay the debt service costs of these
bonds by the. end of three years. During this three year period, it will be necessary for
the Resort Tax to fund the shortfall in increment revenues for debt service. It is anticipated
that Resort Tax will have to fund approximately $1.950 million over the three years until
the tax increment . is sufficient to fully fund the annual debt service.
26
1 AGENDA
ITEM �-
DATE 1 - �J
This transaction will provide the funds necessary to acquire the land for a
convention hotel(s) site which meets the criteria identified by the City's consultants as
necessary for the project to be successful. These criteria include a site on the water
within walking distance from the convention center and which has the capacity to build
800 rooms. This study was originally prepared by Laventhol & Horwath and later
confirmed and expanded by Kenneth Laventhol & Co. The acquisition of this property,
which will total approximately 5.3 acres, is a significant step in the City achieving its goal
of a convention quality hotel(s) close to the convention center.
The City has retained six firms on rotation to provide investment banking services
for a two year period beginning March, 1993. These six firms have been assigned into
two teams which will alternate transactions over that period. The team assigned to this
transaction includes Clayton, Brown & Co., Morgan Stanley and AIBC Investment
Services (Hispanic owned firm),In addition to these firms, the City has employed the firm
of Bear, Stearns & Co. to serve as financial advisor to the City for a two year period
concurrent with the investment bankers. This firm was selected due to its hotel financing
experience. The City also has employed the firm of Arthur Anderson to assist in the
marketing and evaluation effort for the development of the hotel.
Analysis
The effect of the secondary pledge of the Municipal Resort Tax to the repayment
of the $25 million Tax Increment Revenue Bonds is a commitment by the City to allocate
$1.3 to $2 million over two to three years depending on the growth rate of the valuation
in the district (see attached charts). This commitment represents 5 to 8 percent of the
estimated $25.5 million in collections of the Resort Tax over the next three years. Of this
$25.5 million,$12,750,000 remains with the City of Miami Beach after distribution to the
Visitors and Convention Authority and the Greater Miami Convention and Visitor's Bureau.
This agenda item approves the form of the bond resolution. The bond resolution
will be approved by the Redevelopment Agency prior to action on this resolution. The
bond resolution provides for several factors which affect the Resort Tax and the ability to
provide additional financing from this source. These factors are:
o The City Center Redevelopment Agency tax increment revenues, after a reduction
of up to $500,000 for operations of the City Center Redevelopment Agency, are
pledged as a first lien for the repayment of the $25 million Tax Increment Revenue
Bonds.
2 2.7
•
•
•
o The pledge of the tax increment revenues runs concurrently with the life of the
redevelopment area (29 years) in a similar fashion to tax increment bonds issued
by the South Pointe Redevelopment Agency.
o The secondary pledge of the resort tax willfund any shortfall in the tax increment
revenues for annual debt service. This requirement is expected to be needed for
three years.
o This secondary pledge of the resort tax collapses after the tax increment revenues
reach and remain at 1.75 times the annual debt service on the bonds for two
years. This level is expected to occur in four to five years. However, the tax
increment revenues should be sufficient for debt service in three years.
o Until such time as the secondary pledge of the resort tax is released, additional
bonds payable from resort tax for future segments of the hotel(s) inducement or
other purposes may be issued provided that the debt service payable from resort
tax on the additional bonds combined with the net debt service cost of the existing
tax increment bonds is less than or equal to 1.75 times the resort tax revenue. The
anticipated coverage level after the issuance of the tax increment bonds is 4.75
times, fully three times in excess of the minimum requirement. This means that the
City of Miami Beach will have the capacity to issue additional resort tax bonds
when needed for funding the inducement for its projects which result from the
Request for Proposal and the Combined Negotiation Process.
o After the release of the resort tax pledge, additional resort tax bonds may be
issued ifthe debt service from the existing senior lien bonds and the parity bonds
to be issued is less than or equal to 1.5 times the resort tax revenues for the
senior lien pledge.
o After the release of the resort tax secondary pledge, additional tax increment bonds
may be issued to the extent that the annual debt service from the existing bonds
and the bonds to be issued is less than or equal to 1.5 times the tax increment
revenues.
o A cash reserve equal to one years annual debt service is to be funded from the
proceeds of the initial tax increment bonds.
These provisions affect the City's ability to provide additional financing for a hotel(s)
project. The anticipated point at which the tax increment revenues equal 1.75 times annual
debt service is $3 million.With a high (8%) growth rate (see attached) the two years at
1.75 times coverage will occur in years four and five(Fiscal Years 96\97 and 97\98). At
the expected growth rate (5%) the release point will be in years five and six (Fiscal Years
97\98 and 98\99). If the growth rate in the district is low (3%) the resort tax secondary
pledge will not be released until years six and, seven (Fiscal Years 98/99 and 99/00).
3 28
Even with the secondary pledge of the resort tax in place, the ability of the City to
issue additional bonds secured by the resort tax is not precluded. Based on the Fiscal
Year 92\93 revenues of$7,889,953 ($3,944,977 net to the City after payment to the VCA
and the GMCVB), the total debt service payment that the City could make would be
$4,235,000 annually. As the net revenues used for the tax increment bonds is anticipated
to be $845,000 in this year, the net debt service capacity of the resort tax would be
$3,390,000 annually which would currently finance approximately $40 million in bonds.
This amount would grow to approximately $55 million upon the commencement of the
collection of the third cent of the resort tax upon the signing of a development agreement
for a new hotel. When the new hotel(s) opens, assuming the same number of rooms as
the Fontainebleau, the ability to issue bonds payable from resort tax should grow to $85
million.
The City had originally anticipated issuing the tax increment bonds with municipal
bond insurance which would have increased the rating on the bonds to,"AAA"from both
Moody's and Standard &Poor's based on the credit quality of the insurer. However, the
bond insurers cited concerns of the redevelopment process in Florida and the risk to an
individual city from a hurricane. Two of the three major insurers would provide insurance
but with unacceptable conditions and extremely high premium rates. One of the insurers
would not let the resort tax secondary pledge collapse and would require that the total
amount of the debt service on the tax increment bonds be applied to the additional bonds
test without any credit for the tax increment. The other insurer would allow the secondary
pledge to be released after three years of 2 times coverage from the tax increment but
they wanted a premium rate of 1.25% of the total principal and interest cost over the life
of the issue. This would amount to a premium of$750,000 on these bonds.
The Administration determined, due to the cost and excessive restrictions of the
private insurers, to seek a rating from Moody's and Standard & Poor's. The ratings are
based on the covenants and provisions referenced above. These agencies have rated the
bonds "Baa" and "BBB"respectively, both of which are investment grade. We anticipate
that the bonds will be sold at rates ranging from 3.75 percent in the early years to 6
percent in the later years with a true interest cost, factoring original issue discounts in the
calculation, of approximately 5.9 percent. The attached Resolution delegates to the
Chairman of the'Redevelopment Agency power to approve award of the bonds subject
to maximum interest rates, maturity schedules and other limitations which parallels the
process previously established for negotiated bond sales.
The bonds will be sold at a negotiated sale and the recommendation regarding
interest rates and structure will be made to the City,Center Redevelopment Agency
Chairman by the financial advisor and underwriters on the date set for the sale of the
bonds currently anticipated to be January 26,, 1994. The interest rates and ratings can be
compared with the tax increment that the South Pointe Redevelopment Agency issued in
January, 1990. Those bonds were rejected by the private bond insurers and were not
rated and privately placed with a tax exempt mutual fund at an interest rate of 9.125
percent. There are very few tax increment bond issues sold in this state for comparative
information; however, these anticipated rates compare favorably to the current market
environment for similarly rated bonds for a thirty year term.
4 29
•
Conclusion
The Administration recommends approval of the Resolution committing the
secondary pledge of resort tax to the repayment of the proposed tax increment bonds.
It is clear that the acquisition of the site for the convention center hotel(s) project has
generated substantial developer interest in the project thereby greatly increasing the
potential for success. The proposed structure of the transaction is conservative, does not
excessively limit future financings, and capitalizes on current low interest rates. Therefor,
it is imperative that the funds be made available as soon as possible to complete the land
acquisition process.
attachments
RMC/RJN/me
5 30
!, ,‘„,.t...s .f.,:, ,,z.
:f .
. :_,
Projected Tax Increment Revenues . :.
. ,
.,
.i FY 93/94 to FY 98/99 . . _,
,..,
:4 .
City Center/Historic Convention Village
$7,000,000
$7,000,000
$6,000,000 — .
$6,000,000
• 1.
'
y $5,000,000 — . . ••• — $5,000,000• a.
a
$4,000,000 —
•
......................
• • .,
... .... ... . • • — $4,000,000 z
•••••••'� I •••
$3,000,000 —.... . •'•••............. .... ..0. • •' $3,000,000
•••• an . •••.••�
$2,000,000 — ... ... .. ��•44.•••!•'. ....... �•.�••19•••••
$1,000,000
- $t000,000
$o ' I I - I II $o
FY 93/94 FY 94/95 FY 95/96 FY 96/97 FY 97/98 FY 98/99
Low Normal High •
C.) @ 3% @ 5% @ 8%
..111•. — . as •...•
CMB/OMB 10/29/1993
,.i.:_, a
Revenues Available for
Tax Increment ..
.-'
$25 million ,
in TIF Bonds -
..
City Center/Historic Convention Village
$7,000,000
$7,000,000 - -
$6,000,000 1.
• n
$6,000,000 - •• �
•
$5,000,000 - • co
•
m
$4,000,000
$4,000,000 - 4 ' •• - Oo
•
•
•
•• •• •
.••• -•• - $3,000,000
$3,000,000 - .fir• . • ••
•
$2,000,000 -: •• •
II I I -I ' $o
$0 FY 93/94 FY 94/95 FY 95/96 FY 96/97 FY 97/98 FY 98/99
f\7 N Debt Low Nominal High
Service @3% @5% @8%
CMB/OMB 10/29/1993
', 'A, :,,,; .
._ v:,. ; ..
„,..
.., . -
Amount of SecondaryPledge (Resort Tax) . .Required for TIF Bonds
..
City Center/Historic Convention Village
- $z,5oo,000
$2,500,000
$2,000,000 -
• • is • - g
- $1,500,000 CD
$1,500,000 -
... . - $1,000,000
-11 . .s. -
•• = _ ��• - $500,000
$500,000 - • '
•.. • . •.• -
•
••••••'•. As
• • ••"P1�---------�-- .i $0
$0 '
FY 93/94 FY 94/95 FY 95/96 FY 96/97 FY 97/98 FY 98/99
rJ -,
W ' Debt Low Nominal 'High
Service @ 3% @ 5% @ 8%
'AB/OMB 10/29/1993
v
4 •
Available Tax Increment Revenues After -
. .
Debt Service and Operating Expenses
..
City Center/Historic Convention Village
$5,000,000 $5,000,000
1.
$4.000.000 = /��
1> ' ' .— $4,000,000
s;' , C)
rx^<
a
.::: CD
$3,000,000 —... $3,000,000
! -` 0
£.w
$1,000,000 -
- $/,000,000
•
FY 93/94 FY 94/95 FY 95/96 FY 96/97 FY 97/98 FY 98/99
�""� Low Nominal High
f�
t l @3% @5% @8%
CMB/OMB 10/29/1993 -
T f' .i'f
a' • h.1.
Projected Resort Tax Revenues .
FY 93/94 to FY 98/99
FY 93/94 FY 94/95 FY 95/96 FY 96/97 FY 97/98 FY 98/99
Source of Funds
Resort Tax (2 cents) $3,400,000 $3,672,000 $3,929,040 $4,164,782 $4,373,022 $4,635,403
Resort Tax (1 cent) 0 1,166,667 2,100,000 2,205,000 2,315,250 2,431,0133
Carry Forward 400,000 0 0 0 0
Total $3,800,000 $4,838,667 $6,029,040 $6,369,782 $6,688,272 $7,066,415
Uses of Funds
Operational Support 1.
Ocean Drive Services District $500,000 . $500,000 $500,0000 $500,0000 $500,0000 $500,0000
Special Marketing 200,000 0
VCA Donation 200,000 200,000 200,000 200,000 200,000 200,000
0 0 0 0 0
Homeless Program 50,000
Friday Night Live 50,000 50,000 50,000 50,000 50,000 50,000
Other General Fund Uses 950,000 250,000 250,000 250,000 250,000 250,000 m
Subtotal $1,950,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000
Capital Projects $0 $0 $0
Parks Rehabilitation $500,000 $500,000 $0
Hotel Rehabilitation Program 500,000 500,000 500,000 500,000 500,000 500,000
Bass Museum Bonds 0 500,000 • 750,000 750,000 750,000 750,000
CC/HCVRRA TIF Bonds 846,524 660,4
29 450,162 0 0 0
Subtotal $1,846,524 $2,160,429 $1,700,162 $1,250,000 $1,250,000 $1,250,000
Additional Uses(1 cent)
Hotel Development Reserve $0 $583,333 $1,050,000 $1,102,500 $1,157,625 $1,215,506
Quality of Life 0 583,333 1,050,000 1,102,500
`2 000 $2,315,250 $2,431,01�3
• Subtotal $0 $1,166,667 $2,100,000 $2, 05
Total $3,796,524 $4,327,096 $4,800,162 $4,455,000 $4,565,250 $4,681,013
r^' Surplus/(Deficit) $3,476 $511,571 $1,228,878 $1,914,782 $2,123,022 $2,385,403
Ul
Availability Projected of Resort Tax Proceeds
T_
FY 93/94 to FY 98/99 .
••
$6,000,000
$6,000,000
•
$5,000,000
® $5,000,000
l
11
7.1cua$4,000,000
$4,000,000 ?
m
$3,000,000 $3,000,000
z
f) �, ' $2,000,000
$2,000,000
O> N J 1 1 1
1
i
... 10 00
00
$1,000,000
$0
FY 93/94 FY 94/95 FY 95/96 FY 96/97 FY 97/98 FY 98/99
r,.)
Cr) First Hotel Quality - •
• 2 cents •
Development of Life
CMB/OMB 10/29/1993