245-96 RDA
RESOLUTION NO.
245-96
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, 1914; 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 Project, 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 Project
described in Part I of Exhibit A (the "Series 1996A Redevelopment
proj ect" ), 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 19968 Bonds shall be issued in a principal amount not to
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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 indirectly 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
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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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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 lSc2-12 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 Accountll and the IISeries 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, subj ect 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
June, 1996.
(;
(Seal)
". I
~ FORM APPROVED
REDEVELOPMENT AGENCY
GENERAL COUNSEL
B~I/f~
DATEPf ~1%7b"
Attest:
Fo~~ PIAA-,k
Secretary
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12
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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
SBRIBS 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.MIA180135lAUTH-RESO-3.
A - 1
Miami Beach
Redevelopment Agency
1700 Convention Center Drive
Miami Beach, Florida 33139
Telephone: (305) 673-7193
Fax: (305) 673-7772
REDEVELOPMENT AGENCY MEMORANDUM NO. 96-21
June 5, 1996
To:
Chairman Seymour Gelber and
Members of the Redevelopment Agency
From:
Jose Garcia-Pedrosa N
Executive Director t!'
Subject:
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
Administrative Recommendation
The Administration recommends that the Chairman and Board of the Redevelopment Agency 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 of those Bonds was used to acquire the land for the Convention Center Hotel (the "Loews
Project").
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.
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
S()UTti V()I~I:
l2edevelvpment Ulstnet
CIIT CI:~TI:I2
l2edevelvpment Uistriet
AGENDA ITEM 3-A
JUNE 5, 1996
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
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