96-21993 RESO
RESOLUTION NO. 96-21993
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 AND
REVITALIZATION AREA, DESCRIBED GENERALLY AS BEING BOUNDED
ON THE EAST BY THE ATLANTIC OCEAN, ON THE NORTH BY 24TH
STREET, ON THE WEST BY WEST AVENUE AND ON THE SOUTH BY
14TH LANE; CONFIRMING THE PLEDGE FOR THE BENEFIT OF ALL
BONDS (AS DEFINED HEREIN) OF PROCEEDS OF THE RESORT TAX
LEVIED BY THE CITY TO THE EXTENT PROVIDED IN RESOLUTION
NO. 94 -21008 ADOPTED BY THE CITY ON JANUARY 5, 1994;
AUTHORIZING THE ISSUANCE BY THE MIAMI BEACH REDEVELOPMENT
AGENCY OF NOT MORE THAN $37,500,000 TAX INCREMENT REVENUE
BONDS, TAXABLE SERIES 1996A (CITY CENTER/HISTORIC
CONVENTION VILLAGE), AND NOT MORE THAN $9,500,000 TAX
INCREMENT REVENUE BONDS, SERIES 1996B (CITY
CENTER/HISTORIC CONVENTION VILLAGE), IN ACCORDANCE WITH
THE REQUIREMENTS OF CHAPTER 163, PART III, FLORIDA
STATUTES, AS AMENDED; COVENANTING TO PROVIDE CONTINUING
DISCLOSURE IN CONNECTION WITH SAID SERIES 1996 BONDS IN
ACCORDANCE WITH SECURITIES AND EXCHANGE COMMISSION RULE
15c2-12 AND AUTHORIZING THE FINANCE DIRECTOR TO EXECUTE
AND DELIVER AN AGREEMENT WITH RESPECT THERETO; AND
AUTHORIZING OFFICERS AND EMPLOYEES OF THE CITY TO TAKE
ALL NECESSARY ACTIONS IN CONNECTION THEREWITH.
WHEREAS, the Miami Beach Redevelopment Agency (the "Agency")
has heretofore issued its Tax Increment Revenue Bonds, Series 1993
(City Center/Historic Convention Village), in the aggregate
principal amount of $25,000,000 (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"), under the provisions of Resolution No. 150-94 adopted by
the Agency on January 5, 1994 (as amended and supplemented from
time to time, the "Bond Resolution"), for the purpose of providing
funds for the acquisition and clearing of certain property and the
construction of certain public improvements in an area of the City
of Miami Beach, Florida (the "City") known as the "City
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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 are 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 on April 27, 1993; and
WHEREAS, the Net Trust Fund Revenues initially were estimated
not to be sufficient to pay the principal of and interest on the
Bonds; and
WHEREAS, because of the importance of the Redevelopment plan
to the economic development of the City, the City, pursuant to
Resolution No. 94 -21008 adopted on January 5, 1994 (the
"Supplemental Revenues Resolution") , provided 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 this end, the City pledged the
Supplemental Revenues (as defined in the Supplemental Revenues
Resolution) 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 in the Supplemental Revenues
Resolution and in the Bond Resolution; and
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WHEREAS, in furtherance of the Redevelopment Plan, the Agency
now intends to issue its (i) Tax Increment Revenue Bonds, Taxable
Series 1996A (City Center/Historic Convention Village) (the "Series
1996A Bonds"), in the principal amount not to exceed $37,500,000,
and (ii) Tax Increment Revenue Bonds, Series 1996B (City
Center/Historic Convention Village) (the "Series 1996B Bonds" and
together with the Series 1996A Bonds, the "Series 1996 Bonds"), in
the principal amount not to exceed $9,500,000, as additional parity
bonds pursuant to Section 304 (H) of the Bond Resolution and a
resolution supplemental thereto adopted by the Agency on June 5,
1996 (the "Series 1996 Agency Resolution"), a copy of which is
attached hereto as Exhibit A and made a part hereof, for the
purposes described in the Series 1996 Agency Resolution, which
Series 1996 Bonds shall be "Bonds" under the Bond Resolution and
the Supplemental Revenues Resolution and shall be secured under the
Bond Resolution and the Supplemental Revenues Resolution on a
parity with the Series 1993 Bonds and any additional Bonds
hereinafter issued under the Bond Resolution; and
WHEREAS, the City desires to confirm its pledge under the
Supplemental Revenues Resolution; and
WHEREAS, the City further desires to authorize and approve the
issuance of the Series 1996 Bonds by the Agency, in accordance with
the requirements of the Act; and
WHEREAS, the City also desires to covenant to provide
continuing disclosure in connection with the Series 1996 Bonds in
accordance with Securities and Exchange Commission Rule 15c2-12
(the "Rule").
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NOW, THEREFORE, BE IT DULY RESOLVED BY THE MAYOR AND CITY
COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA:
Section 1. The above recitals are incorporated herein as
findings. All terms used in capitalized form herein and not
defined shall have the meanings set forth in the Bond Resolution
and the Supplemental Revenues Resolution.
Section 2. This Resolution is adopted pursuant to the Act and
Chapter 166, Part I I, Florida Statutes, as amended, and other
applicable provisions of law.
Section 3. In consideration of the acc~ptance 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 owners of any and all such Bonds,
all of which shall be of equal rank and without preference,
priority or distinction of any of the Bonds over any other of the
Bonds.
Section 4. Subject to the release provisions of Section 7 of
the Supplemental Revenues Resolution, the City hereby confirms the
pledge and application of Supplemental Revenues in connection with
Bonds issued under the Bond Resolution from time to time as
provided in the Supplemental Revenues Resolution.
Section 5. 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 (i) the Series 1996A Bonds, in the principal amount not
to exceed $37,500,000, and (ii) the Series 1996B Bonds, in the
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4
principal amount not to exceed $9,500,000, under the provisions of
the Bond Resolution, including the Series 1996 Agency Resolution,
is hereby authorized and approved by the Mayor and City Commission
of the City.
Section 6. For the benefit of the holders and beneficial
owners from time to time of the Series 1996 Bonds, the City agrees,
in accordance with the Rule, to provide or cause to be provided
such annual financial information and operating data, financial
statements and notices, in such manner, as may be required for
purposes of paragraph (b) (5) of the Rule. In order to describe and
specify certain terms of the City's continuing disclosure
agreement, including provisions for enforcement, amendment and
termination, the City Finance Director (the "Finance Director") is
hereby authorized and directed to enter into, execute and deliver,
in the name and on behalf of the City, a Continuing Disclosure
Agreement (the "Continuing Disclosure Agreement") with the Agency
and the Trustee, in substantially the form presented at the meeting
at which this Resolution was considered, subject to such changes,
modifications, insertions and omissions and such filling-in of
blanks therein as may be determined and approved by the Finance
Director, after consultation with the City Attorney. The execution
of the Continuing Disclosure Agreement, for and on behalf of the
City by the Finance Director, shall be deemed conclusive evidence
of the City's approval of the Continuing Disclosure Agreement.
Notwithstanding any other provisions of the Bond Resolution, the
Supplemental Revenues Resolution or this Resolution, any failure by
the City or the Agency to comply with any provisions of the
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Continuing Disclosure Agreement shall not constitute a default
under the Bond Resolution, the Supplemental Revenues Resolution or
hereunder and the remedies therefor shall be solely as provided in
the Continuing Disclosure Agreement.
The Finance Director is further authorized and directed to
establish procedures in order to ensure compliance by the City with
the Continuing Disclosure Agreement, including the timely provision
of information and notices. Prior to making any filing in
accordance with such agreement, the Finance Director shall consult
with, as appropriate, the City Attorney or the City's bond counsel.
The Finance Director, acting in the name and on behalf of the City,
shall be entitled to rely upon any legal advice provided by the
City Attorney or the City's bond counsel in determining whether a
filing should be made.
Section 7. 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 the
Supplemental Revenues Resolution and hereunder shall be a limited
obligation of the City payable solely from the Supplemental
Revenues pledged under the Supplemental Revenues Resolution.
Section 8. The officers and employees of the City are hereby
authorized and directed to take all other necessary actions and
execute all necessary documents to carry out the provisions of this
Resolution and provide for the issuance of the Bonds by the Agency.
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Section 9. This Resolution shall take effect immediately upon
its adoption.
PASSED AND ADOPTED this 5th day of June, 1996.
"I
(SEAL)
ATTEST:
--RolL..... p~
City Clerk
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FORM APrRr
l}fjj~ 9. ';, '-.:' u'J
ly_~
Date - s/vr~ _..
EXHIBIT A
SERIES 1996 AGENCY RESOLUTION
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A-I
EXHIBIT A
RESOLUTION NO.
A RESOLUTION OF THE CHAIRMAN AND MEMBERS OF THE MIAMI
BEACH REDEVELOPMENT AGENCY AUTHORIZING ISSUANCE OF NOT
MORE THAN $37,500,000 IN PRINCIPAL AMOUNT OF MIAMI BEACH
REDEVELOPMENT AGENCY TAX INCREMENT REVENUE BONDS, TAXABLE
SERIES 1996A (CITY CENTER/HISTORIC CONVENTION VILLAGE) ,
AND NOT MORE THAN $9,500,000 IN PRINCIPAL AMOUNT OF MIAMI
BEACH REDEVELOPMENT AGENCY TAX INCREMENT REVENUE BONDS,
SERIES 1996B (CITY CENTER/HISTORIC CONVENTION VILLAGE) ,
FOR THE PURPOSE OF FUNDING CERTAIN CAPITAL IMPROVEMENTS
IN CONNECTION WITH THE AGENCY'S REDEVELOPMENT PLAN FOR
THE CITY CENTER/HISTORIC CONVENTION VILLAGE REDEVELOPMENT
AND REVITALIZATION AREA, FUNDING A DEPOSIT TO THE DEBT
SERVICE RESERVE ACCOUNT AND PAYING COSTS OF ISSUANCE, ALL
PURSUANT TO SECTION 304 (H) OF RESOLUTION NO. 150-94
ADOPTED BY THE AGENCY ON JANUARY 5, 19<'4; PROVIDING THAT
SAID SERIES 1996 BONDS AND INTEREST THEREON SHALL BE
PAYABLE SOLELY FROM PLEDGED FUNDS; PROVIDING CERTAIN
DETAILS OF THE SERIES 1996 BONDS; DELEGATING OTHER
DETAILS AND MATTERS IN CONNECTION WITH THE ISSUANCE OF
THE SERIES 1996 BONDS TO THE CHAIRMAN, WITHIN THE
LIMITATIONS AND RESTRICTIONS STATED HEREIN; AUTHORIZING
A BOOK-ENTRY REGISTRATION SYSTEM AND AUTHORIZING THE
EXECUTIVE DIRECTOR TO EXECUTE AND DELIVER A LETTER OF
REPRESENTATIONS WITH RESPECT THERETO; AUTHORIZING THE
NEGOTIATED SALE AND AWARD BY THE CHAIRMAN OF THE SERIES
1996 BONDS TO THE UNDERWRITERS, WITHIN THE LIMITATIONS
AND RESTRICTIONS STATED HEREIN; APPROVING THE FORM OF AND
AUTHORIZING THE CHAIRMAN TO EXECUTE AND DELIVER A BOND
PURCHASE AGREEMENT; APPROVING THE FORM OF AND
DISTRIBUTION OF A PRELIMINARY OFFICIAL STATEMENT AND
OFFICIAL STATEMENT AND AUTHORIZING THE EXECUTION AND
DELIVERY OF THE OFFICIAL STATEMENT; COVENANTING TO
PROVIDE CONTINUING DISCLOSURE IN CONNECTION WITH THE
SERIES 1996 BONDS IN ACCORDANCE WITH SECURITIES AND
EXCHANGE COMMISSION RULE 15c2 -12 AND AUTHORIZING THE
EXECUTIVE DIRECTOR TO EXECUTE AND DELIVER AN AGREEMENT
WITH RESPECT THERETO; AND AUTHORIZING OFFICERS AND
EMPLOYEES OF THE AGENCY TO TAKE ALL NECESSARY ACTIONS IN
CONNECTION WITH THE SALE AND DELIVERY OF THE SERIES 1996
BONDS AND OTHER RELATED MATTERS.
WHEREAS, the Miami Beach Redevelopment Agency (the "Agency")
has heretofore issued its $25,000,000 Miami Beach Redevelopment
Agency Tax
Increment Revenue Bonds,
Series
1993
(City
Center/Historic Convention Village) (the "Series 1993 Bonds") to
fund the acquisition and clearing of certain property and the
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construction of certain public improvements in connection with the
Agency's redevelopment plan (the "Redevelopment Plan") for that
portion of the City of Miami Beach, Florida (the "City") known as
the "City Center/Historic Convention Village Redevelopment and
Revitalization Area" (the "Redevelopment Area"), said Series 1993
Bonds having been issued pursuant to Resolution No. 150-94, adopted
by the Agency on January 5, 1994 (as amended and supplemented from
time to time, the "Bond Resolution") and Resolution No. 94-21008,
adopted by the City on January 5, 1994; and
WHEREAS, the Agency now desires to finance additional capital
improvements in connection with the Redevelopment Plan as described
in Exhibit A attached hereto and made a part hereof (collectively,
the "Series 1996 Redevelopment Project"); and
WHEREAS, Section 304(H) of the Bond Resolution provides for
the issuance of additional parity bonds for the purpose of
financing community redevelopment projects undertaken by the Agency
pursuant to the Redevelopment Plan within the Redevelopment Area in
accordance with the Act (as such term is defined in the Bond
Resolution) ("Redevelopment projects"); and
WHEREAS, the Series 1996 Redevelopment Project constitutes a
Redevelopment project under the Bond Resolution; and
WHEREAS, the Agency has determined that it is desirable to
issue additional parity bonds (collectively, the "Series 1996
Bonds") pursuant to the provisions of Section 304(H) of the Bond
Resolution and this Resolution for the purpose of providing funds,
together with any other available funds, to finance the Series 1996
Redevelopment proj ect, including repayment of any loans made by the
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City to the Agency in connection therewith, to fund a deposit to
the Debt Service Reserve Account (as defined in the Bond
Resolution) and to pay costs of issuance thereof; and
WHEREAS, the Taxable Bond Act of 1987, being Chapter 159, Part
VII, Florida Statutes, as amended (the "Taxable Bond Act"),
provides for the issuance by governmental units, including the
Agency, of bonds the interest on which is not excludable from gross
income for federal income tax purposes; and
WHEREAS, as a result of the provisions of the Internal Revenue
Code of 1986, as amended (the "Code"), it is necessary to issue (i)
a portion of the Series 1996 Bonds as bonds the interest on which
is not excludable from gross income for federal income tax purposes
(the "Series 1996A Bonds") and (ii) the balance of the Series 1996
Bonds as bonds the interest on which is excludable from gross
income for federal income tax purposes (the "Series 1996B Bonds");
and
WHEREAS, the Chairman and Members of the Agency (the
"Commission") have determined that it is in the best interest of
the Agency to delegate to the Chairman the determination of various
terms of the Series 1996 Bonds and their sale and other actions in
connection with the issuance of the Series 1996 Bonds, all as
provided and subject to the limitations contained herein; and
WHEREAS, the Agency has determined that due to the character
of the Series 1996 Bonds, current favorable market conditions, time
constraints, the uncertainty inherent in a competitive bidding
process and the recommendations of Rauscher pierce Refsnes, Inc.,
the financial advisor to the Agency in connection with the issuance
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of the Series 1996 Bonds (the "Financial Advisor"), it is in the
best interest of the Agency to authorize the negotiated sale of the
Series 1996 Bonds; and
WHEREAS, the Commission has found and determined that the
issuance of the Series 1996 Bonds and the undertaking of the Series
1996 Redevelopment Project will serve a valid public purpose;
NOW, THEREFORE, BE IT RESOLVED BY THE CHAIRMAN AND MEMBERS OF
THE MIAMI BEACH REDEVELOPMENT AGENCY:
Section 1. The above recitals are incorporated herein as
findings. This Resolution supplements the Bond Resolution. All
terms used in capitalized form herein and not defined shall have
the meanings set forth in the Bond Resolution.
Section 2. Two Series of additional parity Bonds of the
Agency are authorized to be issued pursuant to Section 304(H) the
Bond Resolution and the authority granted to the Agency by the Act,
including with respect to the Series 1996A Bonds, the Taxable Act.
The Series 1996A Bonds shall be issued in a principal amount not to
exceed $37,500,000, shall be designated "Miami Beach Redevelopment
Agency Tax Increment Revenue Bonds, Taxable Series 1996A (City
Center/Historic Convention village)" and shall be issued for the
purpose of providing funds, together with other available funds, to
finance the portion of the Series 1996 Redevelopment proj ect
described in Part I of Exhibit A (the "Series 1996A Redevelopment
Project"), including repayment of any loans made by the City to the
Agency in connection therewith, to fund a deposit to the Debt
Service Reserve Account and to pay costs of issuance thereof. The
Series 1996B Bonds shall be issued in a principal amount not to
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4
exceed $9,500,000, shall be designated "Miami Beach Redevelopment
Agency Tax Increment Revenue Bonds, Series 1996B (City
Center/Historic Convention village)" and shall be issued for the
purpose of providing funds, together with other available funds, to
finance the portion of the Series 1996 Redevelopment Project
described in Part II of Exhibit A (the "Series 1996B Redevelopment
Project"), including repayment of any loans made by the City to the
Agency in connection therewith, to fund a deposit to the Debt
Service Reserve Account and to pay costs of issuance thereof.
Each Series of the Series 1996 Bonds shall be issued in fully
registered form as provided in Section 202 of the Bond Resolution,
shall be in the denominations of $5,000 or any integral multiple
thereof, and shall be dated and issued at such time, shall be in
the form of Serial Bonds and/or Term Bonds, shall have such
Interest Payment Dates, shall bear interest at such rates, but not
to exceed 9.50% per annum with respect to the Series 1996A Bonds
and 7.50% with respect to the Series 1996B Bonds, shall be stated
to mature, but not later than December 31, 2022, as to any Term
Bonds, shall have Amortization Requirements payable in such amounts
and on such dates, and shall be subject to redemption prior to
maturity, all as shall be specified in a certificate of the
Chairman executed prior to or at the time of the sale of the Series
1996 Bonds (the "Series 1996 Chairman's Certificate"). Term Bonds,
if any, will be callable at par with accrued interest, without
premium, each year in amounts equal to the respective Amortization
Requirements therefor.
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Section 3. In accordance with the provisions of the Bond
Resolution, the Series 1996 Bonds shall be limited obligations of
the Agency payable solely from the Pledged Funds which are pledged
to the payment thereof in the manner and to the extent provided in
the Bond Resolution, and nothing shall be construed as obligating
the Agency or the City to pay the principal, interest and premium,
if any, thereon except from the Pledged Funds or as pledging the
full faith and credit of the Agency or the City or as obligating
the Agency or the City, directly or indirec~ly or contingently, to
levy or pledge any form of taxation whatev~r therefor.
Section 4. It is hereby found and determined that due to the
character of the Series 1996 Bonds, current favorable market
conditions, time constraints, the uncertainty inherent in a
competitive bidding process and the recommendations of the
Financial Advisor, the negotiated sale of the Series 1996 Bonds is
in the best interest of the Agency. The negotiated sale of the
Series 1996 Bonds to Bear, Stearns & Co. Inc. (the "Senior Managing
Underwriter") on behalf of itself and Morgan Stanley & Co.
Incorporated, AIBC Investment Services Corporation and Raymond
James & Associates, Inc. (collectively with the Senior Managing
Underwriter, the "Underwriters") is hereby authorized at a purchase
price determined in such a fashion so that the total compensation
to be derived by the Underwriters in connection with the public
offering of the Series 1996 Bonds will not exceed 2% of the
aggregate principal amount thereof. The Chairman, after
consultation with the Financial Advisor and the Executive Director,
is hereby authorized to award the Series 1996 Bonds to the
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Underwriters at a price determined in accordance with the preceding
sentence and as shall be further set forth in the Series 1996 Bond
Purchase Agreement (as hereinafter defined). The execution and
delivery of the Series 1996 Bond Purchase Agreement for and on
behalf of the Agency by the Chairman shall be conclusive evidence
of the Agency's acceptance of the Underwriters' proposal to
purchase the Series 1996 Bonds.
Section 5. The Chairman, after consultation with the
Financial Advisor and the Executive Director, with respect to each
Series of Series 1996 Bonds, is hereby authorized to determine the
principal amount of Series 1996 Bonds to be issued, the date of the
Series 1996 Bonds and the time of issuance thereof, the Interest
Payment Dates therefor, the maturities and dates upon which
Amortization Requirements are payable, but not later than December
31, 2022, the redemption features thereof and the principal amounts
of the Serial Bond maturities and the Term Bond Amortization
Requirements, all of which shall be set forth in the Series 1996
Chairman's Certificate. The Chairman, after consultation with the
Financial Advisor and the Executive Director, is also hereby
authorized to determine the interest rates for the Series 1996
Bonds, which interest rates shall be set forth in the Series 1996
Chairman's Certificate and shall not exceed the limits hereinabove
set forth.
Section 6. The Commission hereby authorizes the Chairman to
execute and deliver a Bond Purchase Agreement for the Series 1996
Bonds (the "Series 1996 Bond Purchase Agreement") for and on behalf
of the Agency, in substantially the form presented at the meeting
009: [04548.00CS.MIA180135]AUTH-RESO-3.
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at which this Resolution was considered, subject to such changes,
modifications, insertions and omissions and such filling- in of
blanks therein as may be determined and approved by the Chairman,
after consultation with the Executive Director and General Counsel
of the Agency. The execution of the Series 1996 Bond Purchase
Agreement for and on behalf of the Agency by the Chairman shall be
conclusive evidence of the Agency's approval of the Bond Purchase
Agreement. The Registrar is hereby authorized and directed to
authenticate the Series 1996 Bonds and the Executive Director is
hereby authorized to cause the Series 1996 Bonds to be delivered to
or upon the order of the Underwriters upon payment of the purchase
price, as shall be set forth in the Series 1996 Bond Purchase
Agreement, and satisfaction of the conditions contained in Section
304(H) of the Bond Resolution.
Section 7. The proposed Preliminary Official Statement (the
"Series 1996 Preliminary Official Statement") and Official
Statement (the "Series 1996 Official Statement") in connection with
the issuance of the Series 1996 Bonds are hereby approved in
substantially the form of the Series 1996 Preliminary Official
Statement presented at the meeting at which this Resolution was
considered, subject to such changes, modifications, insertions and
omissions and such filling-in of blanks therein as may be
determined and approved by the Chairman, after consultation with
the Executive Director and General Counsel of the Agency. The
execution of the Official Statement, for and on behalf of the
Agency by the Chairman shall be conclusive evidence of the Agency's
approval of the Series 1996 Preliminary Official Statement and the
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8
Series 1996 Official Statement. The distribution of said Series
1996 Preliminary Official Statement and Series 1996 Official
Statement in connection with the marketing of the Series 1996 Bonds
and the execution and delivery of the Series 1996 Official
Statement by the Chairman are hereby authorized. The Chairman or
his designee after consultation with the Executive Director and
General Counsel of the Agency, is hereby authorized to make any
necessary certifications to the Underwriters regarding a near final
or deemed final Series 1996 Official Statement, if and to the
extent required by Rule 15c2-12 of the United States Securities and
Exchange Commission (the "Rule").
Section 8. The proceeds of each Series of the Series 1996
Bonds (including accrued interest, if any) shall be applied as
provided in Section 303(b) of the Bond Resolution and a certificate
of the Executive Director delivered concurrently with the issuance
of the Series 1996 Bonds. With respect to each Series of the
Series 1996 Bonds, there are hereby created accounts within each of
the Acquisition and Construction Fund and the Cost of Issuance Fund
established under the Bond Resolution designated as the "Series
1996A Account" and the "Series 1996B Account". Proceeds of each
Series of the Series 1996 Bonds shall be deposited in the
applicable accounts hereinabove created in accordance with clauses
(2) and (4) of Section 303(b) of the Bond Resolution and disbursed
pursuant to Section 303 of the Bond Resolution. The Trustee is
hereby authorized to disburse a portion of the proceeds of the
Series 1996A Bonds to Bankers Trust Company (the "Lender"), acting
as agent for the Agency, upon submission of a requisition as
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provided in Section 303(c) of the Bond Resolution, which proceeds
shall be applied by the Lender to fund a portion of the Series
1996A Redevelopment Project.
Section 9. Upon issuance of the Series 1996 Bonds and solely
for accounting purposes, the Trustee is hereby authorized to
establish separate subaccounts with respect to each Series of Bonds
Outstanding under the Bond Resolution within each account of the
Sinking Fund in order to permit compliance with the arbitrage
rebate requirements under the Code relating to each Series of tax-
exempt Bonds issued under the Bond Resolution.
Section 10. The Series 1996 Bonds shall be executed in the
form and manner provided in the Bond Resolution. The Series 1996
Bonds are hereby authorized to be issued initially in book-entry
form and registered in the name of The Depository Trust Company,
New York, New York ("DTC"), or its nominee which will act as
securities depository for the Series 1996 Bonds. The Executive
Director is hereby authorized and directed to execute any necessary
letters of representations with DTC and, notwithstanding the
provisions of the Bond Resolution, to do all other things, comply
with all requirements and execute all other such documents as are
incidental to such book-entry system. In the event a book-entry
system for the Series 1996 Bonds ceases to be in effect, the Series
1996 Bonds shall be issued in fully registered form without
coupons.
Section 11. For the benefit of the holders and beneficial
owners from time to time of the Series 1996 Bonds, the Agency
agrees, in accordance with the Rule, to provide or cause to be
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provided such annual financial information and operating data,
financial statements and notices, in such manner, as may be
required for purposes of paragraph (b) (5) of the Rule. In order to
describe and specify certain terms of the Agency's continuing
disclosure agreement, including provisions for enforcement,
amendment and termination, the Executive Director is hereby
authorized and directed to enter into, execute and deliver, in the
name and on behalf of the Agency, a Continuing Disclosure Agreement
(the "Continuing Disclosure Agreement") with the City and the
Trustee, in substantially the form preserted at the meeting at
which this Resolution was considered, subject to such changes,
modifications, insertions and omissions and such filling- in of
blanks therein as may be determined and approved by the Executive
Director, after consultation with General Counsel of the Agency.
The execution of the Continuing Disclosure Agreement, for and on
behalf of the Agency by the Executive Director, shall be deemed
conclusive evidence of the Agency's approval of the Continuing
Disclosure Agreement. Notwithstanding any other provisions of the
Bond Resolution or this Resolution, any failure by the Agency or
the City to comply with any provisions of the Continuing Disclosure
Agreement shall not constitute a default under the Bond Resolution
and the remedies therefor shall be solely as provided in the
Continuing Disclosure Agreement.
The Executive Director is further authorized and directed to
establish, or cause to be established, procedures in order to
ensure compliance by the Agency with the Continuing Disclosure
Agreement, including the timely provision of information and
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notices.
Prior to making any filing in accordance with such
agreement,
the Executive Director shall consult with,
as
appropriate, General Counsel of the Agency or the Agency's bond
counsel. The Executive Director, acting in the name and on behalf
of the Agency, shall be entitled to rely upon any legal advice
provided by General Counsel of the Agency or the Agency's bond
counsel in determining whether a filing should be made.
Section 12. The officers, agents and employees of the Agency,
Trustee, Registrar and Paying Agent are hereby authorized and
directed to do all acts and things required of them by the
provisions of the Series 1996 Bonds, the Bond Resolution, the
Series 1996 Bond Purchase Agreement, the Continuing Disclosure
Agreement and this Resolution, for the full, punctual and complete
performance of all the terms, covenants, provisions and agreements
of the Series 1996 Bonds, the Bond Resolution, the Series 1996 Bond
Purchase Agreement, the Continuing Disclosure Agreement and this
Resolution.
Section 13.
This Resolution shall take effect immediately
upon its adoption.
PASSED AND ADOPTED this 5th day of June, 1996.
~(Q)[?)W
Chairman
(Seal)
Attest:
~(Q)[PW
Secretary
009: [0454S.00CS.MIA'SO'35]AUTH-RESO-3.
12
EXHIBIT A
PART I
SERIES 1996A REDEVELOPMENT PROJECT
1. Development and construction of certain public areas of
the Loews Miami Beach Hotel to be located in the
Redevelopment Area at 1601 Collins Avenue as more
particularly described in that certain Hotel Development
Agreement to be entered into between the Agency and an
affiliated entity of Loews Hotels Holding Corporation.
2. Acquisition of property for and the development and
construction of a public parking garage in the
Redevelopment Area between Washington Avenue and Collins
Avenue proximate to 16th Street.
3. Development and construction of a public access path to
the beach and/or a service road adjacent to the Loews
Miami Beach Hotel.
PART II
SERIES 1996B REDEVELOPMENT PROJECT
1. Development and construction of a public broadwalk along
the beach in the Redevelopment Area between Lummus Park
and 21st Street.
2. Acquisition of property for and the development and
construction in the Redevelopment Area of an extension of
16th street from Washington Avenue to Collins Avenue.
3. Development and construction of sidewalk and streetscape
improvements in the Redevelopment Area.
009: [04548.OOCS.MIA180135JAUTH-RESO-3.
A - 1
CITY OF
MIAMI BEACH
CITY HALL 1700 CONVENTION CENTER DRIVE MIAMI BEACH FLORIDA33139
OFFICE OF THE CITY MANAGER
TELEPHONE: (305) 673-7010
FAX: (305) 673-7782
COMMISSION MEMORANDUM NO. 32L,-C}Lo
June 5, 1996
To:
Mayor Seymour Gelber and
Members of the City Commission
From:
Subject:
Jose Garcia-Pedrosa ilJ
City Manager Il'
Resolution Authorizing the Issuance of not more than $47 million in Tax Increment
Revenue Bonds on a Parity with the 1993 Tax Increment Revenue Bonds and
Confirming the Secondary Pledge of the Municipal Resort Tax for the Bonds
Administrative Recommendation
The Administration recommends that the Mayor and City Commission adopt the Resolution.
Background
On January 5, 1994, the Miami Beach Redevelopment Agency adopted Resolution No. 150-94 (the
Bond Resolution) authorizing the issuance of $25 million in Tax Increment Revenue Bonds. The
proceeds ofthose Bonds was used to acquire the land for the Convention Center Hotel (the "Loews
Project"). Since the Net Trust Fund Revenues (as described in the Bond Resolution) were anticipated
to be insufficient to provide for the payment of the debt service on the Bonds, the City also on
January 5, 1994 adopted Resolution No. 94-21008 authorizing the issuance of the Bonds and
providing a supplemental revenue source for the payment of the Bonds (the "Supplemental Revenues
Resolution). The revenue source pledged in this resolution was the Municipal Resort Tax. All of
these actions were taken in the furtherance of the Redevelopment Plan approved by the Commission
in Resolution 93-20721 on February 12, 1993.
The proposed 1996 Bonds will be issued on a parity with the 1993 Bonds. The attached Resolution
provides for the issuance of not more than $37.5 million in taxable bonds (Series 1996 A) and not
more than $9.5 million in tax exempt bonds (Series 1996 B). The taxable bonds are to be issued
because under the Internal Revenue Code the public area portion of the Hotel that the City is
financing as well as the acquisition and construction of the parking garage are considered private
activities even though they serve a public purpose under Florida Statutes 163.
AGENDA
ITEM
DATE
~1E
to-5-90:>
Analysis
This financing will accomplish the following projects: $29 million for the construction of public
areas in the Hotel, $3 million for street and landscape improvements in and around the Hotel site,
$11 million for the acquisition and construction of a parking garage at Sixteenth Street and Collins
Avenue, $5 million for the reopening of Sixteenth Street from Washington Avenue to Collins
Avenue and $3 million for the pedestrian walkway from Lummus Park to Twenty-First Street. This
$51 million in projects will be reduced by the $2 million grant from the State for the reopening of
Sixteenth Street and the $9 million CDBG Section 108 Loan for the construction of the Hotel. The
net of $40 million in project cost will be increased by the required debt service reserve and the costs
of issuance of the Bonds. It is currently anticipated that the size of the issuance will be
approximately $45.5 million.
This Resolution authorizes the Redevelopment Agency to proceed with the issuance of the Tax
Increment Revenue Bonds, Series 1996A and 1996B and confirms the pledge of the Municipal
Resort Tax as a secondary source of payment for the Bonds.
Conclusion
As the construction of a Convention Center Hotel is necessary for the maximum utilization of the
renovated and expanded Convention Center and the construction of the Hotel will eliminate slum
and blight in the Redevelopment Area, the authorization for the issuance of the Bonds should be
granted.
JGP/RJN/cp
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DADE COUNTY, FLORIDA
CITY OF MIAl\fi BEACH, FLORIDA
and
i BANKERS TRUST COl\1PANY
as Escrow Agent
ESCROW DEPOSIT AGREEMENT
Relating to
DADE COUNTY, FLORIDA
SPECIAL OBLIGATION AND REFUNDING BONDS,
S-ERIES 1996B
Refunding
CITY OF MIAMI BEACH, FLORIDA
SUBORDINATE SPECIAL OBLIGATION BONDS, SERIES 1989
DATED AS OF JULY 1,1996
/
/
234
ESCROW DEPOSIT AGREEMENT
nus ESCROW DEPOSIT AGREEMENT (the "Agreement") is made and entered into
as of July 1, 1996, by and among DADE"COUN1Y, FLORIDA (the "County"), the CITY OF
MIAMI BEACH, FLORIDA ("Miami Beach") and W Bankers Trust Comnanv, as Escrow
Agent (the "Escrow Agent").
W .I T N E S. E T H:
WHEREAS, Miami Beach has previously issued $8,000,000 in aggregate principal
amount of City of Miami Beach, Florida Subordinate Special Obligation Bonds, Series 1989,
dated as of November 1, 1989, as more particularly described on Schedule A (the "Refunded
Bonds"), pursuant to the provisions of Resolution No. 89-19786, adopted by Miami Beach on
November 8, 1989 (the "1989 Bond Resolution"); and
WHEREAS, pursuant to the terms of an Interlocal Cooperation Agreement dated as of
July 1, 1996, ',between the County and Miami Beach (the "1996 Interlocal Agreement"), the
County has agreed to provide a grant to Miami Beach to refund the Refunded Bonds; and
WHEREAS, the County has issued g $175.278.288.35 in aggregate principal amount of
Dade County, Florida Special Obligation and Refunding Bonds, Series 1996B (the "Series 1996B
Bonds"), pursuant to the provisions of Ordinance No. 96-85 enacted by the Board of County
Commissioners of the County on June 4, 1996 (the "1996 Bond Ordinance"), a portion of the
proceeds of which is to be deposited with the Escrow Agent to provide, together with investment
earnings thereon and certain other available moneys, for the refunding and defeasance of the
Refunded Bonds; and
WHEREAS, a portion of the proceeds derived from the sale of the Series 1996B Bonds,
together with the other available moneys, will be applied to the purchase of Government
Obligations (as such term is defmed in this Agreement), which will mature and produce
investment income and earnings at such times and in such amounts, as will be sufficient to pay
when due ill the principal ofj and interest on the Refunded Bonds as more specifically set forth
in this Agreement; and ...
WHEREAS, it is necessary for Miami Beach and the County to enter into this
Agreement with the Escrow Agent in order to establish an irrevocable escrow fund for the
deposit of the Government Obligations, which together with other available moneys and
investment proceeds, shall be sufficient to repay the principalIt and interest 0 on the Refunded
Bonds when due; ..... - .....
NOW, THEREFORE, Miami Beach and the County, in consideration of the foregoing
and the mutual covenants in this Agreement set forth and in order to secure the payment of the
1
235
principal of:; and interest on all of the Refunded Bonds according to their tenns, do hereby agree
as follows:
ARTICLE I
CREATION AND CONVEYANCE OF TRUST ESTATE
Section 1.01. Creation and Conveyance of Trust Estate. Miami Beach and the County
hereby establish a trust in favor of the Escrow Agent for the sole benefit and security of the
Holders from time to time of the Refunded Bonds by granting, warranting, conveying, assigning
and pledging unto the Escrow Agent and to its successors in the trust hereby created, and to it
and its assigns its interest in the following property (collectively, the "Trust Estate"):
DIVISION I
All right, title and interest in and to (i) W $6.516.677.70 in moneys deposited directly
with the Escrow Agent and derived from the proceeds of the Series 1996B Bonds upon issuance
and delivery or the Series 1996B Bonds and execution of and delivery of this Agreement, and
(ii) W $226.762.87 in moneys'derived from the Sinking Fund established under the 1989 Bond
Resotution (such. moneys described in (ii) the "Other Moneys").
DIVISION IT
All right, title and interest in and to the Government Obligations described in Schedule
B-1 attached to and made a part of this Agreement purchased by the Escrow Agent at the
direction of the County and Miami Beach with the funds described in Division I above, together
with the income and earnings or proceeds of such Government Obligations.
DIVISION ill
Any and all other property conveyed, pledged, assigned or transferred as and for
additional security under this Agreement by Miami Beach or the County, or by anyone on behalf
of Miami Beach or the County, to the Escrow Agent for the benefit of the Refunded Bonds.
The Trust Estate shall be held by the Escrow Agent, and its successors and assigns,
forever in trust, however, for the sole benefit and security of the Holders from time to time of
the Refunded Bonds, but if the principal offl and interest on all of the Refunded Bonds shall be
fully and timely paid when due, upon the'. maturity ]1, in accordance with the terms of this
Agreement, then this Agreement shall become void and have no further force and effect except
as otherwise provided in this Agreement; otherwise the same shall remain in full force and
effect, and upon the trusts and subject to the covenants and conditions hereinafter set forth.
2
236
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ARTICLE IT
q
DEFINITIONS
"
Section 2.01. DefInitions. In addition to words and tenns elsewhere defmed in this
Agreement, the following words and tenns as used in this Agreement shall have the following
meanings, unless some other meaning is plainly intended. Capitalized tenns not otherwise
defmed in this Agreement shall have the meanings set forth in the 1989 Bond Resolution.
"Government Obligations" means non-callable direct obligations of the United States of
America.
"Holders" means the registered owners from time to time of the Refunded Bonds.
"Paying Agent for Refunded Bonds" means SunTrust Bank, Central Florida, National
Association, successor to Sun Bank, National Association, as paying agent and registrar for the
Refunded Bonds.
Words of the masculine gender shall be deemed and construed to include correlative
words of the feminine and neuter genders. Words importing the singular number shall include
the plural number and vice versa unless the context shall otherwise indicate. The word "person"
shall include corporations, associations, natural persons and public bodies unless the context shall
otherwise indicate. Reference to a person other than a natural person shall include its
successors.
ARTICLE ill
ESTABLISHMENT OF ESCROW DEPOSIT TRUST FUND;
FLOW OF FUNDS
Section 3.01. Creation of Escrow Deposit Trust Fund and Deposit of Moneys. There
is hereby created and established with the Escrow Agent a special and irrevocable trust fund
designated "City of Miami Beach, Florida, Subordinate Special Obligation Bonds, Series 1989
Escrow Deposit Trust Fund" (the "Escrow Deposit Trust Fund"), to be held by the Escrow
Agent for the sole benefIt of the Holders of the Refunded Bonds and accounted for separate and
apart from the other funds of Miami Beach and, to the extent required by law, of the Escrow
Agent.
Concurrently with the delivery of this Agreement, the County herewith causes to be
deposited with the Escrow Agent, and the Escrow Agent acknowledges receipt of, immediately
available moneys for. deposit in the Escrow Deposit Trust Fund in the amount of !~
$6.743.440.57. consisting of 2 $6.516.677.70 from the proceeds of the Series 1996B B09ds and
Miami Beach herewith causes to be deposited with the Escrow Agent in the Escrow Deposit
3
237
Trust Fund, and the Escrow Agent acknowledges receipt of, immediately available moneys in
the amount of m $226.762.87 in Other Moneys, all of which, when invested in Government
Obligations (other than Wi $209.89 to be initially held uninvested), will provide moneys suffic.ient
to pay the principal ottfand interest on the Refunded Bonds, upon the payment at maturity M of
the Refunded Bonds, as more particularly. described in Schedule C attached to this Agreement
and made a part of this Agreement, and as verified in the verification report of Deloitte &
Touche LLP, dated July W~, 1996.
:.:.:~ -
Section 3.02. Payment of Refunded Bonds. The Series 1996B Bond proceeds and Other
Moneys received by the Escrow Agent will be sufficient to purchase m $8.475.000.00 in par
amount of Government Obligations, all as listed in Schedule B-1 attached. and made a part of this
Agreement, which will mature in principal amounts and earn income at such times, all as
described in Schedule B-2, so that sufficient moneys will be available to pay as the same
mature,fi", all principal 0(1 and interest on the Refunded Bonds. Notwithstanding the foregoing,
if the amounts deposited in the Escrow Deposit Trust Fund are insufficient to make said
payments of .principalj and interest, the County shall cause to be deposited into the Escrow
Deposit Trust Fund the amount of any deficiency immediately upon receipt of notice from the
Escrow Agent.
Section 3 :03. Irrevocable Trust Created. The deposit of moneys and Government
Obligations or other property under the terms of this Agreement in the Escrow Deposit Trust
Fund shall constitute an irrevocable deposit of said moneys and Government Obligations and
other property hereunder for the sole benefit of the Holders of the Refunded Bonds, subject to
the provisions of this Agreement. The Holders of the Refunded Bonds, subject to the provisions
of this Agreement, shall have an express lien on all moneys and principal of and earnings on the
Government Obligations and other property in the Escrow Deposit Trust Fund until used and
applied according to the terms of this Agreement. The moneys deposited in the Escrow Deposit
Trust Fund and the matured principal of the Government Obligations and other property and any
interest income shall be held in trust by the Escrow Agent, and shall be transferred in the
necessary amounts as provided in this Agreement to the Paying Agent for the Refunded Bonds
for the payment of the principal otn and accrued interest on the Refunded Bonds, as more
specifically set forth in Schedule C to'this Agreement. The Escrow Agent shall have no power
or duty to invest any moneys held by it or to make substitutions of the Government Obligations
or to sell, transfer or otherwise dispose of the Government Obligations except as provided in this
Agreement. The Escrow Agent is hereby instructed not to initially invest @ $209.89 of the
moneys deposited in the Escrow Deposit Trust Fund simultaneously with the. delivery of this
Agreement.
Section 3.04. Purchase of Government Obligations. The Escrow Agent is hereby
directed immediately to purchase the Government Obligations listed on Schedule B-1 from the
proceeds of the Series 1996B Bonds and the Other Moneys. The Escrow Agent shall purchase
the Government Obligations solely from the moneys deposited in the Escrow Depos~t Trust
Fund. The Escrow Agent shall apply the moneys deposited in the Escrow Deposit Trust Fund
4
238
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and the Government Obligations purchased therewith, together with all income or earnings
thereon, in accordance with the provisions of this Agreement.
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The County and Miami Beach covenant to take no action in the investment, reinvestment
or security of the Escrow Deposit Trust Fund in violation of this Agreement and recognizes that
any such action in contravention of this Agreement might cause the Refunded Bonds to be
classified as "arbitrage bonds" under the Internal Revenue Code of 1986, as amended, and the
regulations promulgated or applicable thereunder (the "Code").
-,
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Section 3.05. Substitution of Certain Government Obligations.
,."
(a) If so directed in writing by the County and Miami Beach on the date of
delivery of this Agreement, the Escrow Agent shall accept in substitution for all or a portion of
the Government Obligations listed in Schedule B-1, Government Obligations (the "Substituted
Securities"), the principal of and interest on which, together with any Government Obligations
listed in Schedule B-1 for which no substitution is made and moneys held uninvested by the
Escrow Agent, will be sufficient to pay all principal oS and interest j on the Refunded Bonds
as set forth in Schedule C. The foregoing notwithstanding, the substitution of Substituted
Securities for ~y of the Government Obligations listed in Schedule B-1 may be effected only
upon compliance with Section 3.05(b)(1) and (2) below.
.,
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(b) If so directed in writing by the County and Miami Beach at any time
during the tenn of this Agreement, the Escrow Agent shall sell, transfer, exchange or otherwise
dispose of, or request the redemption of, all or a portion of the Government Obligations then
held in the Escrow Deposit Trust Fund and shall substitute for such Government Obligations
other Government Obligations, designated by the County and Miami Beach, and acquired by the
Escrow Agent with the proceeds derived from the sale, transfer, disposition or redemption of
or by the exchange of such Government Obligations held in the Escrow Deposit Trust Fund, but
only upon the receipt by the Escrow Agent of:
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(I) an opinion of nationally recognized counsel in the field of law relating to
municipal bonds stating that such substitution will not adversely affect the exclusion from
gross income for federal income tax purposes of interest on the Refunded Bonds and is
not inconsistent with the statutes and regulations applicable to the Refunded Bonds and
the Series 1996B Bonds; and
(2) verification from an independent certified public accountant, acting at
arm's length to the transaction on behalf of the Holders of the Refunded Bonds, stating
that the principal of and interest on the substituted Government Obligations, together with
any Government Obligations and any uninvested moneys remaining in the Escrow
Deposit Trust Fund will be sufficient, without reinvestment, to pay the remaining
principal ofj and interest on the Refunded Bonds as set forth in Schedule C ,to this
Agreement. .. /
5
239
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Any moneys resulting from the sale, transfer, disposition or redemption of the Government
Obligations held hereunder and the substitution therefor of other Government Obligations not
required to be applied for the payment of such principal o(~ and interest on the Refunded Bonds
(as shown in the verification report described in Section 3:''05(b)(2) of this Agreement delivered
in connection with such substitution), shall be deposited in the Revenue Fund established under
the 1996 Bond Ordinance. Upon any such substitution of Government Obligations pursuant to
Section 3.05, Schedule B-1 to this Agreement shall be appropriately amended to reflect such
substitution.
:3'';
The Escrow Agent shall be under no duty to inquire whether the Government Obligations
as deposited in the Escrow Deposit Trust Fund are properly invested under the Code, except as
specifically set forth in this Section 3.05, and provided further that the Escrow Agent may rely
on all specific directions in this Agreement providing for the investment or reinvestment of the
Escrow Deposit Trust Fund.
Section 3.06. Transfers from Escrow D~osit Trust Fund. As the principal of the
Government Obligations set forth in Schedule B-1 held in the Escrow Deposit Trust Fund shall
mature and be, paid, and the investment income and earnings thereon are paid, the Escrow Agent
shall, no later t)1an the payment date for the Refunded Bonds, as specified in Schedule C to this
Agreement, transfer from the Escrow Deposit Trust Fund to the Paying Agents for the Refunded
Bonds amounts sufficient to pay the principal 01$ and interest on the Refunded Bonds, as
specified in Schedule C to this Agreement. ....
;;>;;
Section 3.07. Investment of Certain Moneys Remaining in Escrow Deposit Trust Fund.
Subject to the provisions of Section 3.04, the Escrow Agent shall invest and reinvest, at the
written direction of the County, in Government Obligations any moneys remaining from time
to time in the Escrow Deposit Trust Fund until such time as they are needed. Such moneys shall
be reinvested in such Government Obligations for such periods and at such interest rates, as the
Escrow Agent shall be directed to invest by the County, which periods and interest rates shall
be set forth in an opinion from nationally recognized counsel in the field of law relating to
municipal bonds to the County, Miami Beach and the Escrow Agent, which opinion shall also
be to the effect that such reinvestment of such moneys in such Government Obligations for such
period and at such interest rates will not, under the statutes and regulations applicable to the
Refunded Bonds, cause the interest on such Refunded Bonds to be included in gross income for
federal income tax purposes and that such investment is not inconsistent with the statutes and
regulations applicable to the Refunded Bonds and the Series 1996B Bonds. Any interest income
resulting from reinvestment of moneys pursuant to this Section 3.07 not required to be applied
for the payment of the principal of] and interest on the Refunded Bonds, as verified by an
independent certified public accountant, shall be returned to the County and deposited in the
Revenue Fund established under the 1996 Bond Ordinance.
Section 3.08. Escrow Deposit Trust Fund Constitutes Trust Fund. The Escrow Deposit
Trust Fund created and established pursuant to this Agreement shall be and constitute' a trust
6
240
fund for the purposes provided in this Agreement and shall be kept separate and distinct from
all other funds of the County, of Miami Beach and, to the extent required by law, of the Escrow
Agent and used only for the purposes and in the manner provided in this Agreement.
Section 3.09. Transfer of Funds After All Payments Required by this Agreement are
Made. After all of the transfers by the Escrow Agent to the Paying Agent for the Refunded
Bonds for payment of the principal 0$ and interest on the Refunded Bonds provided in
Schedule C have been made, all remaining moneys and securities, together with any income and
interest thereon, in the Escrow Deposit Trust Fund shall be returned to the County and deposited
in the Revenue Fund established under the 1996 Bond Ordinance; provided, however, that no
such transfers (except transfers made in accordance with Sections 3.05 and 3.07 of this
Agreement) shall be made until all of the principal 0' and interest on the Refunded Bonds have
been paid. ...
Section 3.10. :~ Relinauishment of ~ Ri2hts of Redemption. Miami Beach hereby
. ... ...
irrevocably i~!ii-releases. relinauishes and waives anv ri2ht to redeem the Refunded Bonds prior
h. d . f ^
to t elr ates 0 maturitv :f:i.
ARTICLE IV
CONCERNING THE ESCROW AGENT
Section 4.01. Liability of Escrow Agent. The Escrow Agent shall not be liable in
connection with the perfonnance of its duties hereunder except for its own negligence or default.
The Escrow Agent shall not be liable for any loss resulting from any investments made pursuant
to the tenns of this Agreement. The Escrow Agent shall not be liable for the accuracy of the
calculations as to the sufficiency of moneys and of the principal amount of the Government
Obligations and the earnings thereon to pay the Refunded Bonds. So long as the Escrow Agent
applies any moneys, Government Obligations and interest earnings therefrom to pay the
Refunded Bonds as provided in this Agreement, and complies fully with the terms of this
Agreement, the Escrow Agent shall not be liable for any deficiencies in the amounts necessary
to pay the Refunded Bonds caused by such calculations.
The Escrow Agent shall have no lien, security interest or right of set-off whatsoever upon
any of the moneys or investments in the Escrow Deposit Trust Fund for the payment of fees or
expenses for the services rendered by the Escrow Agent under this Agreement.
This Agreement expressly sets forth all the duties of the Escrow Agent with respect to
all matters pertinent to this Agreement. No implied duties or obligations shall be read into this
Agreement against the Escrow Agent. The Escrow Agent shall not be liable except for its
negligence or willful misconduct. The Escrow Agent may consult with counsel and the advice
of such counsel shall be full and complete authority as to any action taken or omitted/ by the
Escrow Agent in accordance with such advice.
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Section 4.02. Permitted Acts. The Escrow Agent and its affiliates may become the
owner of all or may deal in the Refunded Bonds as fully and with the same rights as if it were
not the Escrow Agent.
Section 4.03. Payment to Escrow Agent. The County shall pay to the Escrow Agent
the reasonable compensation agreed to by the County through its acceptance of the bid submitted
by the Escrow Agent attached as Schedule E for all services rendered by the Escrow Agent
hereunder and also its reasonable expenses, charges and other disbursements and those of its
attorneys, agents and employees incurred in and about the administration and execution of the
trusts hereby created, and the performance of its powers and duties hereunder.
Section 4.04. Replacement of Escrow Agent. The County and Miami Beach shall have
the right to terminate, and replace, the Escrow Agent hereunder for cause.
ARTICLE V
MISCELLANEOUS
Section 5.01. Amendments to this Agreement. This Agreement is made for the benefit
of the Holders from time to time of the Refunded Bonds and shall not be repealed, revoked,
altered or amended without the written consent of all such Holders of the Refunded Bonds, the
Escrow Agent, Miami Beach and the County; provided, however, that the County, Miami Beach
and the Escrow Agent may, without the consent of, or notice to, such Holders, enter into such
agreements supplemental to this Agreement which shall not adversely affect the rights of such
holders and shall not be inconsistent with the terms and provisions of this Agreement for any
one or more of the following purposes:
(a) to cure any ambiguity or formal defect or omission in this Agreement; or
(b) to grant to or confer upon the Escrow Agent for the benefit of the Holders
of the Refunded Bonds any additional rights, remedies, powers or authority that may lawfully
be granted to or conferred upon the Escrow Agent.
The Escrow Agent shall be entitled to rely upon an unqualified opinion of a nationally
recognized counsel in the field of law relating to municipal bonds with respect to compliance
with this Section.
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Prior to any repeal, revocation, alteration or amendment of this Agreement, the County
shall provide written notice of such proposed repeal, revocation, alteration or amendment to
Standard ~ Poor's and to Moody's Investors Service, Inc. at their at addresses set forth below:
;ij;:
Standard & Poor's -
25 Broadway
New York, New York 10004
Moody's Investors Service; Inc.
99 Church Street
New York, New York 10007
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Section 5.02. Severability. If anyone or more of the covenants or agreements provided
in this Agreement on the part of the County, Miami Beach or the Escrow Agent to be performed
should be determined by a court of competent jurisdiction to be contrary to law, such covenant
or agreement ~hall be deemed and construed to be severable from the remaining covenants and
agreements contained in this Agreement and shall in no way affect the validity of the remaining
provisions of this Agreement.
Section 5.03. Agreement Binding. All the covenants, proposals and agreements in this
Agreement contained by or on behalf of the County, Miami Beach or the Escrow Agent shall
bind and inure to the benefit of their respective successors and assigns, whether so expressed
or not.
Section 5.04. Notices to Escrow Agent. Miami Beach and County. Any notice, demand,
direction, request or other instrument authorized or required by this Agreement to be given to
or fIled with the Escrow Agent, Miami Beach or the County, shall be deemed to have been
sufficiently given or filed for all purposes of this Agreement if personally delivered and receipted
for, or if sent by registered or certified United States mail, return receipt requested, addressed
as follows:
(a) As to the County -
Dade County, Florida
c/o Dade County Finance Director's Office
111 N.W. 1st Street, Suite 2550
Miami, Florida 33128-1995
9
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(b)
As to Miami Beach -
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City of Miami Beach, Florida
c/o Finance Director
1700 Convention Center Drive
Miami Beach, Florida 33139
.:
(c)
As to the Escrow Agent -
ill Bankers Trust Comnanv
[ 4 Albanv Street
t New York. New York 10006
Any party hereto may, by notice sent to the other parties hereto, designate a different or
additional address to which notices under this Agreement are to be sent.
Section 5.05. Notice of Defeasance. Miami Beach hereby instructs the Paying Agent
for Refunded Bonds to send notice of the defeasance in substantially the form attached as
Schedule W ri. of the Refunded Bonds to the Holders thereof within thirty (30) days of the
delivery of the Series 1996 Bonds in accordance with Section 304(M) of the 1989 Bond
Resolution.
Section 5.06. Termination. This Agreement shall terminate when all transfers and
payments required to be made by the Escrow Agent under the provisions of this Agreement shall
have been made.
Section 5.07. Execution by CounteI:parts. This Agreement may be executed in several
counterparts, all or any of which shall be regarded for all pUIpOseS as one original and shall
constitute and be but one and the same instrument.
Section 5.08. Governing Law. This Agreement shall be governed by the applicable laws
of the State of Florida.
10
244
IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be
executed by its duly authorized officers and its official seal or corporate seal, as the case may
be, to be hereunto affIxed and attested as of the date fIrst above written.
DADE COUNTY, FLORIDA
(SEAL)
AITEST:
By:
County Manager
By:
Deputy Clerk
Approved as to form:
By:
Assistant County Attorney
CITY OF MIAMI BEACH, FLORIDA
(SEAL)
AITEST:
By:
Mavor
By:
City Clerk
BANKERS TRUST COMPANY.
as Escrow Agent
(SEAL)
AITEST:
By:
Title:
By:
Title:
LAK-I02446.6:733
23063-22
FORM APPROVED
f LefiaJ p~t.j~. _
.By /~/v'l "tJfi.l{(/?{.,--
Date (:.- ).--1 -1:;
11
245
FROM :HOLLRND & ~NIGHT
941 499 5391
SCJ:IIWULE A
REFUNDED BONDS
Maturity Date
(December 1)
1996
1997
1998
1999
2000
2008
Principal.Amollnt
$ 320,000
340,000
365,000
390,000
420,000
4,660,000
A-I
246
1996.1216-27
1121:5121 #12174 P.12I2/1212
Interest Rate
6.800%
6.900
7.000
7.100
7.150
7.375
RJR PUBLIC FINANCE
Fax:813-573-8315
Jun 26 '96
10:21
P.03/20
~B-l
DADE COUNTY, FLORIDA
Spec:ial Obligation and Ilefllding Bonds, Series 19968
(Grant to Reflnl 1989 MiMi Beacf1 Bonds>
Tax-Ex8'pt Bonds
OPTlMI2ED DEDICATED PORTFOLIO
MATURITY
TYPE CCUPON
YIELD
S PRIce PAA AHOUNr P~INCIPAL COST+A.CCRUCD INTEREST . TOTAL COST
11/30/1996 T-1l0TE 7.250% 5.549% 100.6n8750% 394,000 396,647.19 2,497.49 399,144.68
05/31/1997 T-NOTE 6.730% 5.815: 100.8125000% 76,000 76,617.50 4~.S2 77,066.02
11/30/1997 r-NOTE 5.375% 6.120% 99.0000000% 420,000 415,800.00 1,973.77 417.773.77
05A1/1998 T-NOTE 5.375% 6_251% 98.4375000% 78 000 76 781.25 366_56 T7 147.81
E:;~;f1:~iW8~~;;c:tt~~.J~:f;~~33~!:~f.m1s~:~~~caOOf.:;;';;~f5~:t~:~=.f.i ~~a;~~2S::::43S~4i;,m.:;
05/31/1999 T-NOTE 6.750% 6.'60% 100.7500000% 80,000 80.600,00 472.13 81,072.13
11/30/1999 T-NOTE 7.750% 6.555% 10J.S937S00% '73,000 489.998.44 3,205.03 493,203.47
05/31/2000 T-llbTE 6.250% 6_597% 98.8125000% 86.000 54,978.75 469.95 85.448.70
11/30/2000 T-NOTE 5.625% 6.655% 96.1093750% 5tO 000490 157.81 2 508.20, . '92,666.01
~t#~s.:J$t?~40t~~~t5.Er.~~~j:m%;;-~a:2a~qi:it~=--M:~~.;;:~i::~1._6?~i(Se~E:;'72f~CO';n~".~~.';~;a7~~r.:6.e
11/15/2001 STRIps - 6.120% 70.1240000% 542,000 38a,012.08 . 3150.072.08
05/15/2002 SUlPs - 6.730% 67.8060000% 75,000 50,854.50 _ 50.854.5Q
11/15/2002 T-BOND 11.625% 6.752% 124.8750000% 555,000 693,056.25 8,~15.'9 701,471.74
05/1512003 T-SOtlD 10.7501 6.785% 121.4687500" 90,000 109 321.18 ',261.96 110,583.&4
=au~$Ji~O;r.:&El~~t~m;E"A:"!2:ig1Z8;mmt==~wo.-:-~'"i.~~:t5:.i'i,:~:..;#;.~;'li~z:~'S;;~~;2'a~;;:
05/15/2004 T~8OND 12.375% 6.860% 133.0937'500% 112,000 149,065.00 1,807.83 tSO,S72.a3
11/15/2004 STRIPS - 6.790% 57.1860000% 673,000 384,861.78 _ 384,e61.78
05/15/2005 STRIPS - 6.81OX 55.2140000% 98,000 54,109.72 . 54,109.72
11/15/2005 STlHpS . 6.830% 53.299000OX 694 000 .369 S9S.06 - 369,895.06
~Q$X1SJ.aO~~-::"~::f~$.~~~~#t~:C-~j~9..tijOOO%~.:=a~~~OOr.:'~:'-~~~ ~7:'~ ;::~~~:~~-;E:39;Ost.:1"8:::
11/15/2006 STRIPS . 6.a9ox 49.5380000~ n6.000 354.692.08 - 354,592.08
05115/2007 STRIPS. - 6.900% 47.8380000" 52,000 24.875.76 - 24,875.76
11/15/2007 STl(IPS. - 6.93OX 46.0900000% 733,000 340,1'-'.20 - 340,144.20
05115/2008 STRIPS - 6.940% 44.4960000% 27.000 12 013.92 _ 12,013.92
~r,r-e~iti1s~~~;::aI1ilp.s:i#.;~"j?:~--'.~9.m:'~~~~mJ9.O%;~~ ".;::::t6?i~''''~____3Ztf~;~ ~f::;;;"'~:;~'.'~32l!:~~~oa~
8.475,000 .6.707,872.29
35.35a.39
6,7'3,230.68
COMPOSITION Of I~ITIAl DEPOSIT
Cash Deposit...__..................._.............
Cost of Aestricted Invest.ents....................
209 .89
6,743,231).68
S6, 743, 44c).S7
6,936,9(.5.12
Tot~t Cost of Investments.........................
Target Cost of InveGtments at bond yfeld..........
Raymond J8IIIeS & Ai:S:OCi8tn
Public Finance DepsrtQent
FILE = CDTREV3'curr~t aun
6/ZS/1996 8:55 Pl't
247
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THE CITY OF MIAMI BEACH, FLORIDA
SUbordinated Special Obligation Bonds, Series 1989
(Convention Center Project)
DEBT SERVICE TO "ATURITY AND TO CALL
DATE REFUNDED BONDS
D/S TO CALL
PRINCIPAL COUPON
I~TEREsT
REF\JHDED D/S
7/02/1996 - - - - - -
12/01/1996 320,000.00 556,082.50 320,000.00 6.800X 236,082.50 556,082.50
6/01/7997 - 225,202.50 - - 225,202.50 225,202.50
.w..y'JH~1f.1 r!?,.,..".y..~.~.~, 9.99.~.Q.o.. ..... ~..~~_~~, .?9~.~50. . .. ,,~.~!.!'~.;.Q.L.......~:?,~.~!_..,,^..3~, ~.o.~ ;:~.o..,~...wm__..~~~.,.2q~.~.5.q..
:':":'"';::.~J~''l.:m8.:::\~:;,:'':;:::;;:".:,.;;.';:'::\'~:,~::;:;:'::o;:~::2;;;';:;':'.;"""21~.:'472.~:SO:;~;'~~::;'~~:':.",:::~':;~':::::;;::':;'::;~~~,'l>:;:;;;<'~;.9':;;'~,~r;;:,,"<,~::'~1.:5,:~12~'S:0'',D;';:i;:~:'~lJ:;mdO~:;;
......i2io.1i199S'. ......j65.~oiio:oo-----..578:472.50...._.-~..."36S,000.OO .......7:000~ . ...213,412.50' .........578,472.50
6/01/1999 - 200,697.50 -. 200,697.50 200,697.50
12/01/1999 390,000.00 590,697.50 390,000.00 7.100% 200,697.50 590,697.50
6/01/2000 . 186 852.50 -. 186 852.50 186,852.50
?q~~~~iOli~<i~0:i::!!::~~;;:~iJ;tii:iO:;:DO?;e;.~~0i~:Cf6;BSi~stt~~~~::PE?iZ(H~(jaioo:~;;~1:1S.'Q%ES~~~1~&.~~~a'~.~~S~:ii~:::~;~est'~'5a0~
6/01/2001 . 1n,837.50 - - rn,837.S0 171,837.50
12/0112001 450,000.00 621,837.50 450,000.00 7.375% 171,837.50 6Z1,837.50
6/01/2002 - 155,243.75 - - 155,243.75 155,243.75
12/01/2002 480 000.00 63S 243.75 480,000.00 7.375% 155 243.75 635 243.75
i~~f~~~;1i1~1i200.!r~;~~;~?E?~:~~~~:~~:~~t:~~\~~~::;;:~~???~:n~~?lt~:i:t5~:~~~;~~;;~~~~;!Er~~3Efi~]~~:~:~~~;I;;J2t3t~~3;'~:g~;;:t~.3t:5'~:iS.;~
12/01/2003 515,000.00 652,543.75 515,000.00 7.375% 137,545.75 652,543.75
6/0112004 - 118,553.13 . - 118,553.13 118,553.13
12/01/2004 555,000.00 673,553.13 555,000.00 7.375% 118,S53.13 673,553.13
6/01/2005 - 98 087.50 - - 98,087.50 98,087.50
:f.fA11?1.01a(jijx"'i:~,~:#~$~:~'Q~p.tplr~'Se.=693 t08t~~Jt:;E~~~95f.l)O~;il.Cf.",,:':;'::4iT~zs.x~3.:=:@iii~:Q!!1.\~5"'::;Lq-f.Z~~f~i~~::.;
6/0112006 . 76,146.88 -. 76,146.88 76,146.88
12/01/2006 640,000.00 716,146.88 640,000.00 7.375% 76,146.88 716,146.88
6/01/2007 - 52,546.88 . - 52,546.88 52,546.82
12/0112007 .. 685,000.00 737,546.88 685,000.00 7.375% 52,346.88 737,546.88
:;;;~::~~~~/~~i~~2~f*:~:;~i~~~~t:~;~~~~~~:~;;~\~:;~~~~~:,!;':28t:5ii~;~~~~~1~~;~]~!;~E;~e:~JF~~f::~~;:~:~?~2z.2~~i2t)~!.~~.~~8;~f'S~:~~1~~~~:E
12/01/2008 740,000.00 767,287.50 740,000.00 7.375% 27,287.50 767,287.50
TOTAL
6,495,000.00
10,058,026.28
6.495,000.00
3,563,026.28
10,058,026.28
~
Raymond James & Associates
Public Finance Department
FILE" CDTREV3-Curl"ent Rl.I'l
6/26/1996 9:36 AM
.."
250
SCHEDULE D
ill
NOTICE OF DEFEASANCE
CITY OF :MIAMI BEACH, FLORIDA
SUBORDINATE SPECIAL OBliGATION BONDS
SERIES 1989
Dated November 1. 1989
NOTICE IS HEREBY GIVEN for and on behalf of the City of Miami Beach, Florida,
that the outstanding Miami Beach, Florida Subordinate Special Obligation Bonds, Series 1989,
dated November 1, 1989 maturing on December 1 of the years 1996 through 2000, inclusive,
and 2008 (the "Series 1989 Bonds"), have been defeased pursuant to the terms of Resolution No.
89-19786 which authorized issuance of the Series 1989 Bonds (the n 1989 Bond Resolution") by
depositing in irrevocable escrow Defeasance Obligations (as defmed in the 1989 Bond
Resolution) with, M Bankers Trust Comnanv , acting as escrow agent solely for the holders of
the Series 1989 Bonds, in an amount sufficient to pay the principal o~ ~ interest on;~ the
Series 1989 Bonds when dUej(. .,. ...,
The Series 1989 Bonds are deemed to have been paid in accordance with the terms of
Section 304M of the 1989 Bond Resolution.
This notice does not constitute a notice of redemption and no Series 1989 Bonds should
be delivered to Miami Beach, Florida, as a result of this notice. The Citv of Miami Beach has
relinauished. released and waived any ri2ht to redeem the Series 1989 Bonds nrior to
maturitv.
Dated this _ day of July, 1996.
MIAMI BEACH, FLORIDA
BY: SUNTRUST BANK, CENTRAL FLORIDA,
NATIONAL ASSOCIATION (formerly
known as Sun Bank, National
Association)
By:
D-l
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