297A-98 RDA
RESOLUTION NO. 297A-98
A RESOLUTION OF THE CHAIRMAN AND MEMBERS OF THE MIAMI
BEACH REDEVELOPMENT AGENCY AUTHORIZING ISSUANCE OF NOT
MORE THAN $40,000,000 IN PRINCIPAL AMOUNT OF MIAMI BEACH
REDEVELOPMENT AGENCY TAX INCREMENT REVENUE BONDS,
TAXABLE SERIES 1998A (CITY CENTER/HISTORIC CONVENTION
VILLAGE), AND NOT MORE THAN $10,000,000 IN PRINCIPAL AMOUNT
OF MIAMI BEACH REDEVELOPMENT AGENCY TAX INCREMENT
REVENUE BONDS, SERIES 1998B (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, INCLUDING REPAYMENT OF A LOAN, FUNDING ANY
NECESSARY 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, 1994; PROVIDING THAT SAID SERIES 1998 BONDS AND
INTEREST THEREON SHALL BE PAY ABLE SOLELY FROM PLEDGED
FUNDS; PROVIDING CERTAIN DETAILS OF THE SERIES 1998 BONDS;
DELEGATING OTHER DETAILS AND MATTERS IN CONNECTION WITH
THE ISSUANCE OF THE SERIES 1998 BONDS TO THE CHAIRMAN,
WITHIN THE LIMITATIONS AND RESTRICTIONS STATED HEREIN;
AUTHORIZING A BOOK-ENTRY REGISTRATION SYSTEM FOR THE
SERIES 1998 BONDS; AUTHORIZING THE NEGOTIATED SALE AND
AWARD BY THE CHAIRMAN OF THE SERIES 1998 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 1998 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; PROVIDING
FOR A CREDIT FACILITY FOR THE SERIES 1998 BONDS; PERMITTING
THE SATISFACTION OF ALL OR A PORTION OF THE RESERVE
ACCOUNT REQUIREMENT WITH A RESERVE ACCOUNT INSURANCE
POLICY AND APPROVING THE FORM OF AND AUTHORIZING THE
CHAIRMAN TO EXECUTE AND DELIVER AN INSURANCE AGREEMENT
WITH THE PROVIDER THEREOF; PROVIDING COVENANTS FOR THE
PROVIDER OF SUCH CREDIT FACILITY AND/OR RESERVE ACCOUNT
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INSURANCE POLICY; AND AUTHORIZING OFFICERS AND EMPLOYEES
OF THE AGENCY TO TAKE ALL NECESSARY ACTIONS IN
CONNECTION WITH THE SALE AND DELIVERY OF THE SERIES 1998
BONDS AND OTHER RELATED MATTERS.
WHEREAS, the Miami Beach Redevelopment Agency (the "Agency") has heretofore
issued its (i) $25,000,000 Miami Beach Redevelopment Agency Tax Increment Revenue Bonds,
Series 1993 (City Center/Historic Convention Village), (ii) $37,500,000 Miami Beach
Redevelopment Agency Tax Increment Revenue Bonds, Taxable Series 1996A (City
Center/Historic Convention Village) and (iii) $7,705,000 Miami Beach Redevelopment Agency
Tax Increment Revenue Bonds, Series 1996B (City Center/Historic Convention Village)
(collectively, the "Prior Bonds"), to fund the acquisition and clearing of certain property and the
construction of certain public improvements (collectively, the "Prior Projects") 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 Prior Bonds having
been issued pursuant to Resolution No. 150-94, adopted by the Agency on January 5, 1994, as
supplemented (as amended and supplemented from time to time, the "Bond Resolution") and
Resolution No. 94-21008, adopted by the City on January 5, 1994, as supplemented; and
WHEREAS, the Agency now desires to finance the completion of the Prior Projects, the
acquisition and clearing of certain additional property and the development and construction of
certain additional public improvements in connection with the Redevelopment Plan, as more
particularly described in Exhibit A attached hereto and made a part hereof (collectively, the
"Series 1998 Redevelopment Project"), including repayment of a $20,000,000 interim loan from
the City to fund a portion of the Series 1998 Redevelopment Project (the "City Loan"); and
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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 1998 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 1998 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 1998 Redevelopment Project, including repayment
of the City Loan, to fund any necessary 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 i~ue (i) a portion of the Series 1998 Bonds as bonds
the interest on which is not excludable from gross income for federal income tax purposes (the
"Series 1998A Bonds") and (ii) the balance of the Series 1998 Bonds as bonds the interest on
which is excludable from gross income for federal income tax purposes (the "Series 1998B
Bonds"); and
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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 1998 Bonds and their sale and other actions in
connection with the issuance of the Series 1998 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 1998
Bonds, current favorable market conditions, time constraints, the uncertainty inherent in a
competitive bidding process and the recommendations of Dain Rauscher Incorporated, the
financial advisor to the Agency in connection with the issuance of the Series 1998 Bonds (the
"Financial Advisor"), it is in the best interest of the Agency to authorize the negotiated sale of
the Series 1998 Bonds; and
WHEREAS, based upon the recommendations of the Financial Advisor, the Agency has
further determined to secure two separate financial guaranty insurance policies guaranteeing the
scheduled payment of principal of and interest on the corresponding Series of the Series 1998
Bonds (collectively, the "Series 1998 Bond Insurance Policy") and to the extent so determined
by the Chairman in accordance with the provisions of this Resolution, a debt service reserve
fund surety bond for deposit to the credit of the Debt Service Reserve Account in satisfaction
of all or any portion of the Reserve Account Requirement (as defined in the Bond Resolution)
(the "Series 1998 Reserve Policy") from MBIA Insurance Corporation ("MBIA"); and
WHEREAS, each of the Series 1998 Bond Insurance Policy shall constitute a Credit
Facility under the Bond Resolution and, to the extent all or any portion of the Reserve Account
Requirement is satisfied with the Series 1998 Reserve Policy, the Series 1998 Reserve Policy
shall constitute a Reserve Account Insurance Policy under the Bond Resolution; and
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WHEREAS, the Commission has found and determined that the issuance of the Series
1998 Bonds and the undertaking of the Series 1998 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) of the Bond Resolution and the authority granted to the
Agency by the Act, including with respect to the Series 1998A Bonds, the Taxable Act. The
Series 1998A Bonds shall be issued in a principal amount not to exceed $40,000,000, shall be
designated "Miami Beach Redevelopment Agency Tax Increment Revenue Bonds, Taxable Series
1998A (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 1998
Redevelopment Project described in Part I of Exhibit A (the "Series 1998A Redevelopment
Project"), including repayment of any portion of the City Loan related thereto, to fund any
necessary deposit to the Debt Service Reserve Account and to pay costs of issuance thereof. The
Series 1998B Bonds shall be issued in a principal amount not to exceed $10,000,000, shall be
designated "Miami Beach Redevelopment Agency Tax Increment Revenue Bonds, Series 1998B
(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 1998
Redevelopment Project described in Part II of Exhibit A (the "Series 1998B Redevelopment
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Project"), including repayment of any portion of the City Loan related thereto, to fund any
necessary deposit to the Debt Service Reserve Account and to pay costs of issuance thereof.
Each Series of the Series 1998 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 8,50 % per annum with respect to the Series 1998A Bonds and 6.50 % per
annum with respect to the Series 1998B 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 1998 Bonds (the "Series 1998 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,
Section 3. In accordance with the provisions of the Bond Resolution, the Series 1998
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 whatever therefor.
Section 4. It is hereby found and determined that due to the character of the Series 1998
Bonds, current favorable market conditions, time constraints, the uncertainty inherent in a
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competitive bidding process and the recommendations of the Financial Advisor, the negotiated
sale of the Series 1998 Bonds is in the best interest of the Agency. The negotiated sale of the
Series 1998 Bonds to PaineWebber Incorporated (the "Senior Managing Underwriter") on behalf
of itself and Prudential Securities Incorporated and William R. Hough & Co. (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 1998 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 1998 Bonds to the
Underwriters at a price determined in accordance with the preceding sentence and as shall be
further set forth in the Series 1998 Bond Purchase Agreement (as hereinafter defmed). The
execution and delivery of the Series 1998 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 1998 Bonds.
Section 5. The Chairman, after consultation with the Financial Advisor and the
Executive Director, with respect to each Series of Series 1998 Bonds, is hereby authorized to
determine the principal amount of Series 1998 Bonds to be issued, the date of the Series 1998
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 1998
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 1998
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Bonds, which interest rates shall be set forth in the Series 1998 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 1998 Bonds (the "Series 1998 Bond Purchase
Agreement") for and on behalf of the Agency, 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
Chairman, after consultation with the Executive Director and General Counsel of the Agency.
The execution of the Series 1998 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 1998
Bonds and the Executive Director is hereby authorized to cause the Series 1998 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 1998 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 1998 Preliminary
Official Statement") and Official Statement (the "Series 1998 Official Statement") in connection
with the issuance of the Series 1998 Bonds are hereby approved in substantially the form of the
Series 1998 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
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Agency's approval of the Series 1998 Preliminary Official Statement and the Series 1998 Official
Statement. The distribution of said Series 1998 Preliminary Official Statement and Series 1998
Official Statement in connection with the marketing of the Series 1998 Bonds and the execution
and delivery of the Series 1998 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 1998 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 1998 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 1998
Bonds, With respect to each Series of the Series 1998 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 1998A Account" and the "Series 1998B
Account" , Proceeds of each Series of the Series 1998 Bonds for deposit to the credit of the
Acquisition and Construction Fund and the Cost of Issuance Fund 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.
Section 9. Upon issuance of the Series 1998 Bonds and solely for accounting purposes,
the Trustee is hereby authorized to establish separate sub accounts with respect to each Series of
Bonds Outstanding under the Bond Resolution within each account of the Sinking Fund in order
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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 1998 Bonds shall be executed in the form and manner provided
in the Bond Resolution. The Series 1998 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 1998 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 1998 Bonds ceases
to be in effect, the Series 1998 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 1998 Bonds, the Agency 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 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 "Series 1998 Continuing Disclosure
Agreement") with the City 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
Executive Director, after consultation with General Counsel of the Agency. The execution of
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the Series 1998 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 Series
1998 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 Series 1998 Continuing Disclosure Agreement shall not constitute a default
under the Bond Resolution and the remedies therefor shall be solely as provided in the Series
1998 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 Series 1998
Continuing Disclosure Agreement, including the timely provision of information and 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 Agency is hereby authorized to secure the Series 1998 Bond Insurance
Policy guaranteeing the scheduled payment of principal of and interest on the Series 1998 Bonds
and to pay the premiums with respect thereto. Each Series 1998 Bond Insurance Policy shall
constitute a Credit Facility under the Bond Resolution,
For so long as the Series 1998 Bond Insurance Policy is in effect and MBIA has not
defaulted in its obligations thereunder, and notwithstanding any provisions to the contrary
contained in the Bond Resolution, the Agency, the Trustee, the Paying Agent, the Registrar and
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the Holders of the Series 1998 Bonds, as applicable, covenant and agree, but solely for the
benefit of MBIA, as follows:
(a) In connection with the issuance of additional parity Bonds under the Bond
Resolution, the Agency shall deliver to MBIA a copy of the disclosure document,
if any, circulated with respect to such additional parity Bonds.
(b) MBIA will be deemed the Bondholder of all Series 1998 Bonds under the Bond
Resolution, in lieu of the registered owners thereof, for purposes of (i) consenting
to the adoption of any supplemental resolution which requires the consent of
Bondholders pursuant to the Bond Resolution and (ii) exercising any rights and
remedies granted to the Bondholders of the Series 1998 Bonds under the Bond
Resolution upon the occurrence of a default thereunder; provided, however, that
MBIA shall not have the right to decrease the amount of principal or interest due
and owing on the Series 1998 Bonds or extend the dates of payment of
installments of principal of and interest on the Series 1998 Bonds.
(c) The Agency shall provide MBIA and Standard & Poor's Ratings Services
("S&P") with a copy of all supplemental resolutions adopted pursuant to the Bond
Resolution.
(d) Defeasance Obligations in connection with any defeasance of the Series 1998
Bonds shall be limited to:
1. U.S. Treasury Certificates, Notes and Bonds (including State and Local
Government Series--" SLGS ").
2. Direct obligations of the Treasury which have been stripped by the
Treasury itself, CATS, TIGRS and similar securities.
3. The interest component of Resolution Funding Corp. securities
("REFCORP") which have been stripped by request to the Federal
Reserve Bank of New York in book entry form.
4, Pre-refunded municipal bonds rated "Aaa" by Moody's Investors Service,
Inc. ("Moody's") and "AAA" by S&P. If however, the issue is only rated
by S&P (i.e., there is no Moody's rating), then the pre-refunded bonds
must have been pre-refunded with cash, direct U,S. or U.S. guaranteed
obligations, or AAA rated pre-refunded municipals.
5. Obligations issued by the following agencies which are backed by the full
faith and credit of the U. S. :
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a. U.S. Export-Import Bank (Eximbank)
Direct obligations or fully guaranteed certificates of beneficial
ownership
b. Farmers Home Administration (FmHA)
Certificates of beneficial ownership
c. Federal Financing Bank
d. General Services Administration
Participation certificates
e. U.S. Maritime Administration
Guaranteed Title XI financing
f. U,S, Department of Housing and Urban Development (HUD)
Project Notes
Local Authority Bonds
New Communities Debentures - U.S. government guaranteed
debentures
U.S. Public Housing Notes and Bonds - U.S. government
guaranteed public housing notes and bonds.
(e) Permitted Investments under the Bond Resolution shall be limited to:
1. Direct obligations of the United States of America (including obligations
issued or held in book -entry form on the books of the Department of the
Treasury, and CATS and TGRS) or obligations the principal of and
interest on which are unconditionally guaranteed by the United States of
America.
2. Bonds, debentures, notes or other evidence of indebtedness issued or
guaranteed by any of the following federal agencies and provided such
obligations are backed by the full faith and credit of the United States of
America (stripped securities only if they have been stripped by the agency
itself) :
a. U.S. Export-Import Bank (Eximbank)
Direct obligations or fully guaranteed certificates of beneficial
ownership
b. Farmers Home Administration (FmHA)
Certificates of beneficial ownership
c. Federal Financing Bank
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d. Federal Housing Administration Debentures (FHA)
e. General Services Administration
Participation certificates
f. Government National Mortgage Association (GNMA or Ginnie
Mae)
GNMA - guaranteed mortgage-backed bonds
GNMA - guaranteed pass-through obligations
g. U. S, Maritime Administration
Guaranteed Title XI financing
h, U.S. Department of Housing and Urban Development (HUD)
Project Notes
Local Authority Bonds
New Communities Debentures - U.S. government guaranteed
debentures
U.S. Public Housing Notes and Bonds - U.S. government
guaranteed public housing notes and bonds.
3. Bonds, debentures, notes or other evidence of indebtedness issued or
guaranteed by any of the following non-full faith and credit U.S,
government agencies (stripped securities only if they have been stripped
by the agency itself):
a. Federal Home Loan Bank System
Senior debt obligations
b. Federal Home Loan Mortgage C01l'oration (FHLMC or Freddie
Mac)
Participation Certificates
Senior debt obligations
c. Federal National Mortgage Association (FNMA or Fannie Mae)
Mortgage-backed securities and senior debt obligations
d. Student Loan Marketing Association (SLMA or Sallie Mae)
Senior debt obligations
e. Resolution Funding Cort>. (REFCORP) Obligations
f. Farm Credit System
Consolidated systemwide bonds and notes
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4. Money market funds registered under the Federal Investment Company
Act of 1940, whose shares are registered under the Federal Securities Act
of 1933, and having a rating by S&P of AAAm-G, AAAm, or Aam and
if rated by Moody's, having a rating by Moody's of Aaa, Aal or Aa2.
5. Certificates of deposit secured at all times by collateral described in (1)
and/or (2) above. Such certificates must be issued by commercial banks,
savings and loan associations or mutual savings banks. The collateral
must be held by a third party and the Bondholders must have a perfected
fIrst security interest in the collateral.
6. Certificates of deposit, savings accounts, deposit accounts or money
market deposits which are fully insured by the Federal Deposit Insurance
Corporation.
7. Investment agreements acceptable to MBIA.
8. Commercial paper rated, at the time of purchase, "Prime-I" by Moody's
and "A-I" or better by S&P.
9. Bonds or notes issued by any state or municipality which are rated by
Moody's and S&P in one of the two highest rating categories assigned by
such agencies.
10. Federal funds or bankers acceptances with a maximum term of one year
of any bank which has an unsecured, uninsured and unguaranteed
obligation rating of "Prime-I" or "A3" or better by Moody's and "A-I"
or "A" or better by S&P.
11. Repurchase agreements for 30 days or less which satisfy the following
criteria or which exceed 30 days as are otherwise approved by MBIA:
1. Entered into by the Agency or the Trustee, as applicable, with:
a. Primary dealers on the Federal Reserve reporting dealer list
which are rated A or better by S&P and Moody's.
b. Banks rated "A" or above by S&P and Moody's.
2. The repurchase agreement includes the following:
a. Securities which are acceptable for transfer are:
(1) Direct V,S. government obligations, or
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(2) Federal agencies backed by the full faith and credit
of the U.S. government (and FNMA & FHLMC).
b. The term of the repurchase may be up to 30 days.
c. The collateral must be delivered to the Agency, the Trustee
or a third party acting as agent simultaneous with payment
(perfection by possession of certificated securities).
d. Valuation of collateral:
(1) The securities must be valued weekly marked-to-
market at current market price plus accrued interest;
and
(2) The value of collateral must be equal to 104% of
the amount of cash transferred by the Agency or the
Trustee, as applicable, to the dealer bank or
security firm plus accrued interest. If the value of
securities held as collateral falls below 104% of the
value of the cash transferred by the Agency or the
Trustee, as applicable, then additional cash or
acceptable securities must be transferred by the
dealer bank or security firm. If, however, the
securities used as collateral are FNMA or FHLMC,
then the value of collateral must equal 105 % .
3. A legal opinion must be delivered to the Agency to the effect that
the repurchase agreement meets guidelines under State of Florida
law for legal investment of public funds.
12. Any State of Florida administered pool investment fund in which the City
is statutorily permitted or required to invest.
(t) Investments of moneys held under the Debt Service Reserve Account shall be
valued at fair market value, marked to market at least once per year and have
maturities not exceeding five (5) years except for investment agreements approved
by MBIA.
(g) The Trustee, the Paying Agent and the Registrar must each be a commercial bank
with trust powers.
(h) The Agency shall provide MBIA notice of the resignation or removal of the
Trustee, the Paying Agent or the Registrar and the appointment of a successor
thereto.
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(i) MBIA shall receive copies of all notices required to be delivered to Bondholders
of the Series 1998 Bonds under the Bond Resolution and, on an annual basis,
copies of the Agency's audited financial statements and annual budget.
(j) All notices required to be given to MBIA shall be in writing and shall be sent by
registered or certified mail addressed as follows:
MBIA Insurance Corporation
113 King Street
Armonk, New York 10504
Attention: Insured Portfolio Management
(k) The Trustee shall, not later than the third business day preceding each payment
date on the Series 1998 Bonds, transfer from moneys on deposit in the applicable
Accounts to the Paying Agent the amounts necessary to pay the principal of and
interest on the Series 1998 Bonds. In the event that, on the second business day,
and again on the business day, prior to the payment date on the Series 1998
Bonds, the Paying Agent has not received sufficient moneys to pay all principal
of and interest on the Series 1998 Bonds due on the second following or
following, as the case may be, business day, the Paying Agent shall immediately
notify MBIA or its designee on the same business day by telephone or telecopy,
confirmed in writing by registered or certified mail, of the amount of the
deficiency. If the deficiency is made up in whole or in part prior to or on the
payment date, the Paying Agent shall so notify MBIA or its designee.
In addition, if the Paying Agent has notice that any Bondholder has been required
to disgorge payments of principal or interest on the Series 1998 Bonds to a trustee
in bankruptcy or creditors or other pursuant to a final judgment by a court of
competent jurisdiction that such payment constitutes a voidable preference to such
Bondholder within the meaning of any applicable bankruptcy laws, then the
Paying Agent shall notify MBIA or its designee of such fact by telephone or
telegraphic notice, confirmed in writing by registered or certified mail.
(I) The Paying Agent is hereby irrevocably designated, appointed, directed and
authorized to act as attorney-in-fact for Bondholders of the Series 1998 Bonds as
follows:
1. If and to the extent there is a deficiency in amounts required to pay
interest on the Series 1998 Bonds, the Paying Agent shall (a) execute and
deliver to State Street Bank and Trust Company, N .A., or its successors
under the Bond Insurance Policy (the "Insurance Paying Agent"), in form
satisfactory to the Insurance Paying Agent, an instrument appointing
MBIA as agent for such Bondholders in any legal proceeding related to
the payment of such interest and an assignment to MBIA of the claims for
interest to which such deficiency relates and which are paid by MBIA, (b)
receive as designee of the respective Bondholders (and not as Paying
17
DOA:[04548,DOCS,MIA180298]A UTH-RESO-3
Agent) in accordance with the tenor of the Series 1998 Bond Insurance
Policy payment from the Insurance Paying Agent with respect to the
claims for interest so assigned and (c) disburse the same to such respective
bondholders; and
2, If and to the extent of a deficiency in amounts required to pay principal
of the Series 1998 Bonds, the Paying Agent shall (a) execute and deliver
to the Insurance Paying Agent in form satisfactory to the Insurance Paying
Agent an instrument appointing MBIA as agent for such Bondholder in
any legal proceeding relating to the payment of such principal and
assignment to MBIA of any of the Series 1998 Bonds surrendered to the
Insurance Paying Agent of so much of the principal amount thereof as has
not previously been paid or for which moneys are not held by the Paying
Agent and available for such payment (but such assignment shall be
delivered only if payment from the Insurance Paying Agent is received),
(b) receive as designee of the respective Bondholders (and not as Paying
Agent) in accordance with the tenor of the Series 1998 Bond Insurance
Policy payment therefor from the Insurance Paying Agent, and (c)
disburse the same to such Bondholders.
(m) Payments with respect to claims for interest on and principal of Series 1998
Bonds disbursed by the Paying Agent from proceeds of the Series 1998 Bond
Insurance Policy shall not be considered to discharge the obligation of the Agency
with respect to such Series 1998 Bonds, and MBIA shall become the owner of
such unpaid Series 1998 Bonds and claims for the interest in accordance with the
tensor of the assignment made to it under the provisions of this section or
otherwise.
(n) Irrespective of whether any such assignment is executed and delivered, the
Agency, the Trustee, the Paying Agent and the Registrar hereby agree for the
benefit of MBIA that:
1. They recognize that to the extent MBIA makes payments, directly or
indirectly (as by paying through the Paying Agent), on account of
principal of or interest on the Series 1998 Bonds, MBIA will be
subrogated to the rights of such Bondholders to receive the amount of such
principal and interest from the Agency, with interest thereon as provided
and solely from the sources stated in the Bond Resolution and the Series
1998 Bonds; and
2. They will accordingly pay to MBIA the amount of such principal and
interest (including principal and interest recovered under subparagraph (ii)
of the first paragraph of the Series 1998 Bond Insurance Policy, which
principal and interest shall be deemed past due and not to have been paid),
with interest thereon as provided in the Bond Resolution and the Series
1998 Bonds, but only from the sources and in the manner provided in the
18
DOA: [04548 ,DOCS ,MIA 180298]AUTH-RESO-3
Bond Resolution for the payment of principal of and interest on the Series
1998 Bonds to Bondholders, and will otherwise treat MBIA as the owner
of such rights to the amount of such principal and interest.
Section 13. The Chairman, based upon the recommendations of the Financial Advisor,
is hereby authorized to determine to satisfy all or a portion of the Reserve Account Requirement
with the deposit of the Series 1998 Reserve Policy to the credit of the Debt Service Reserve
Account, to provide for the payment of the premium with respect thereto and, subject to the
provisions of the Bond Resolution, to apply any moneys released from the Debt Service Reserve
Account as a result of the deposit of the Series 1998 Reserve Policy therein, all as shall be
provided in the Series 1998 Chairman's Certificate, The Commission hereby approves the form
of a Financial Guaranty Agreement to be entered into between the Agency and MBIA to the
extent the Series 1998 Reserve Policy is deposited to the credit of the Debt Service Reserve
Account (the "Series 1998 Insurance Agreement"), a copy of which draft form of Series 1998
Insurance Agreement has been presented at the meeting at which this Series Resolution was
considered. To the extent applicable, the Chairman is hereby authorized to execute the Series
1998 Insurance Agreement in substantially the form presented at the meeting at which this Series
Resolution was considered, subject to such changes, modifications, insertions and omissions and
such filling-in of blanks therein as may be necessary to secure delivery of the Series 1998
Reserve Policy. The execution and delivery by the Chairman of the Series 1998 Insurance
Agreement for and on behalf of the Agency shall be conclusive evidence of the Agency's
approval of the Series 1998 Insurance Agreement.
For so long as the Series 1998 Reserve Policy is in effect and MBIA has not defaulted
in its obligations thereunder, and notwithstanding any provisions to the contrary contained in the
Bond Resolution, the Agency, the Trustee, the Paying Agent, the Registrar and the Holders of
19
DOA:[04S48,OQCS ,MIA 180298]AUTH-RESO-3
the Series 1998 Bonds, as applicable, covenant and agree, but solely for the benefit of MBIA,
as follows:
(a) A Reserve Account Insurance Policy or Reserve Account Letter of Credit shall
be limited to (i) those facilities issued by an insurance company rated in the
highest rating category by Moody's and S&P and, if rated by A.M. Best &
Company, rated in the highest rating category by A.M. Best & Company or (ii)
such other facilities authorized under the Bond Resolution and approved by
MBIA.
(b) Net Trust Fund Revenues shall be applied under the proVISIOns of Section
304(D)(3) of the Bond Resolution and Supplemental Revenues shall be applied
under the provisions of the Supplemental Revenues Resolution first, to reimburse
MBIA for any payments made under the Series 1998 Reserve Policy, thereby
reinstating the Series 1998 Reserve Policy, and second, for deposit with the
Trustee of any cash required to be deposited in the Debt Service Reserve Account
after taking into account the amounts available under all Reserve Account
Insurance Policies and/or Reserve Account Letters of Credit, including the Series
1998 Reserve Policy; provided, however, that if reimbursements are also due to
issuers of other Reserve Account Insurance Policies or Reserve Account Letters
of Credit, the reimbursements to MBIA and such other providers shall be paid on
a pro-rata basis.
(c) The Paying Agent shall deliver a "Demand for Payment" in the form attached to
the Series 1998 Reserve Policy at least three days prior to the date on which
funds are required.
(d) The Paying Agent shall maintain adequate records, verified with MBIA, as to the
amount available to be drawn at any given time under the Series 1998 Reserve
Policy.
In addition, so long as amounts are due and owing to MBIA under the Series 1998
Insurance Agreement, the Agency, the Trustee, the Paying Agent, the Registrar and the Holders
of the Series 1998 Bonds, as applicable, covenant and agree, but solely for the benefit of MBIA,
as follows:
(a) The Agency hereby pledges and grants a lien upon the Pledged Funds,
subordinate to the lien thereon granted for the benefit of Bondholders, Credit
Providers and Liquidity Providers under the provisions of the Bond Resolution,
in order to secure the Agency's payment obligations under the Series 1998
Insurance Agreement. Such payment obligations under the Series 1998 Insurance
Agreement are junior, inferior and subordinate in all respects to the Bonds as to
20
DOA: [04548 ,DOCS ,MIA 180298]AUTH-RESO-3
lien on and source and security for payment from the Pledged Funds and in all
other respects.
(b) The Bond Resolution shall not be discharged until all amounts due and payable
to MBIA have been paid in full or provision for their payment in full has been
made.
(c) The Agency shall maintain adequate records, verified by MBIA, as to the
amounts paid and owing to MBIA under the terms of the Series 1998 Insurance
Agreement.
(d) The Agency shall not optionally redeem any Bonds or apply Net Trust Fund
Revenues pursuant to Section 304(D)(5) of the Bond Resolution, other than for
the payments required in clauses (1) through (4) of said Section 304(D), unless
the Agency is current in all of its payment obligations under the Series 1998
Insurance Agreement.
Section 14. 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 1998 Bonds, the Bond Resolution, the Series 1998 Bond Purchase
Agreement, the Series 1998 Continuing Disclosure Agreement, the Series 1998 Bond Insurance
Policy, the Series 1998 Reserve Policy, the Series 1998 Insurance Agreement and this
Resolution, for the full, punctual and complete performance of all the terms, covenants,
provisions and agreements of the Series 1998 Bonds, the Bond Resolution, the Series 1998 Bond
Purchase Agreement, the Series 1998 Continuing Disclosure Agreement, the Series 1998 Bond
Insurance Policy, the Series 1998 Reserve Policy, the Series 1998 Insurance Agreement and this
Resolution.
21
DOA:[04548.DOCS,MIAl80298]AUTH-RESO-3
Section 15. This Resolution shall take effect immediately upon its adoption.
PASSED AND ADOPTED this 1st day of July
, 1998.
v;f~
Chairman
(Seal)
Attest:
/'I,
APPROVED AS TO
FORM & lANGUAGE
& FOR EXECUnON
, ,
-L(lCG0
Secretary
\ / i'
, C'Lk Lt Lt/\~
~
Gl'merol Counsel
~/~ /01
Date
22
DOA:[04548,DOCS,MIAl80298]AUTH-RESO-3
EXHIBIT A
EXHIBIT A
PART I
SERIES 1998A REDEVELOPMENT PROJECT
1. Completion of development and construction of certain public areas of the Loews
Miami Beach Hotel located in the Redevelopment Area at 1601 Collins Avenue.
2. Completion of development and construction of a public parking garage located
in the Redevelopment Area between Washington Avenue and Collins Avenue
proximate to 16th Street.
3. Acquisition of property for the development and construction of the Royal Palm
Crowne Plaza Resort Hotel to be located in the Redevelopment Area at 15th
Street and Collins Avenue.
4. Acquisition of property for and development and construction of a portion of the
cultural center facilities to be located in the Redevelopment Area between 20th
Street and 23rd Street, proximate to Collins Avenue, consisting of Collins Park,
a regional library facility, the Miami City Ballet building and a public parking
garage.
PART II
SERIES 1998B REDEVELOPMENT PROJECT
1. Acquisition of property for and development and construction of a portion of the
cultural center facilities to be located in the Redevelopment Area between 20th
Street and 23rd Street, proximate to Collins Avenue, consisting of Collins Park,
a regional library facility, the Miami City Ballet building and a public parking
garage.
2. Additional public improvements which the Agency by resolution determines to
undertake within the Redevelopment Area in accordance with the Redevelopment
Plan and which may be funded from proceeds of bonds the interest on which is
excludable from gross income for federal income tax purposes.
DOA: [04548 ,DOCS ,MIAl80298]AUTH-RESO-3
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NO ATTEMPT HAS BEt.N OR WILL BE MADE TO COMPLY WffH CERTAIN REQUlRblf/:NTS lU:'lA7JVC; TO THE I:Xau.IWN FROM GROSS ISCO,lfF FOR IIDFR.4l. INCWIF TELY
PURPOSES OF IIVTER1:'.\T ON nIE ,IERIEI' 1998A BONDS INT/:'REST ON 17/E ,\J:'RII:S 19')8A 130SDS IS INCLUDABU: IN GROSS INCO,\([: OF 711/: 1I0/DI:'R.I 7Jll:REOF FOR
FI:DERAL INCOMF TAX PURPOSI:S
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In the opinion of &md Counsel, ulUkr existing law, (I) assuming continuing compliance by the A..~enL)' u'ith certain COve/ltlllts, illlerest OIl/he Series 1998B BOllds is exduded
fmm gmss income for federal income tax purposes; and (ii) interest OIl the Senes 19')8/J /3muJs is Ilot an item of UL\' fmfenmce Jiil' pur/x)ses of the federal a/tenUltive
minimum tax imposed Oil i,wividua/s ami corpollltiollS, &!lW Counsel is further of the oplllion that the Series 1998..1 /3ollds alll1 the Series I 998li BOllds (col/e(1il't!l):
the "Series 1998 &mds") ami the income thereon are exempt fmm u/Xation ullder the lau's of the Suile of Horida, except for estate t(LVes ill/posed by Chapter 1')8,
Horida Statutes, as allie/wed, ami net income (/IW flllllcbise taxes imposed by Cbapter no, Horidt' StatWes, as ame/wed, OIl inten.'St, illcome or pmfits Oil debt
obligations owned by "corporatiollS", "banks" and "savings associations", as deJined tbe/vil/. bilerest OIl tbe Series 1998B &J/u1s lilt!)' be subject to certaill
federal taxes imposed only OIl certain wrporati(Jl/S, indudillg tbe a/temative minimllmltLV imposed on a portion of/hat irilerest, IiiI' a more complete
discussion of other tax wllSequences of oumersbip oftbe Series 1')98 BOIu1s, see tbe diswssiOlI wwer tbe !Jeadillg "liLt Matters" !Jert'ill.
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NEW ISSUE - BOOK, ENTRY ONLY
Ratinl!s: Moody's: Aaa
Standard & Poor's: AAA
(MBlA lnsur('(\)
(SLoe "RATINGS" hcrein)
MIAMI BEACH REDEVELOPMENT AGENCY
$29,105,000 Tax Increment Revenue Bonds, Taxable Series 1998A
(City Center/Historic Convention Village)
and
$9,135,000 Tax Increment Revenue Bonds, Series 1998B
(City Center/Historic Convention Village)
Dated:]uIy 1,1998 Due December 1, as shown on thc inside covcr
The Tax Increment Revenue Bonds, Taxable Series 1998A (City CenterlHistoric Convention Village) (the "Series 1998A Bonds") and the Tax Increment Revenue Bonds, Series 1998B
(City Center/Historic Convention Village) (the "Series 1998B Bonds", and, collectively with the Senes 1998A Bonds, the "Series 1998 Bonds") :ire belOg issued bv the "'hami Beach
Redevelopment Agency (the "Agency") in book-entry form, registered in the name of Cede & Co. as registered owna and nominee for The Deposllorv Tmst Company, New York,
~ew York ("DTe), which WIll act as securities depository for the Series 1998 Bonds, Purchasers of the Senes 1998 Bonds ("Benelldal Owners") \\ill not receive physical delivery of
hond cc,l1ficates, Ownership by the Benellcial Owners of interests in the Series 1998 Bonds will !x C\ldenced by a book-enuy-only svstem of registration ,\ccordinglv prinCIpal of and
IIlterest on the Series 1998 Bonds will !x paid from the sources described below hy First Union ~ationalBank, ~Iiami, Florida, as Tm'tee, P:l\ing Agent and IlegL'lr,lr for thc Series 1998
Bonds, directly to DTC as the registered owner thereof. See "DESCRIPTION OF THE SERIE.S 1998 IlOt\DS" herein, Interest on the S<-<1es 1998 Honds will lx' p;l\"able December I, 1998
and semiannually on each June 1 and Decem!xr 1 thereafter,
n,e Series 1998A Bonds are !xing issued to (i) pay the costs of the Series 1998A ProJect. as descnbed herein, which reiltes to the City CentcrlHistonc Convention Village
Redevelopment and Rn;ralil.<ltion Area (the "Redevelopment Area") of the City of Miami lleach, Flomll (the "City"), IOdudlllg rqmment of :un' portion of the C,tv Loan (herein
defined) related to the Series 1998A Prolect: and (ii) pay the costs of issuance of the Sencs 1998A Honlb 11le Series 1998B Bonds are !xll1g issucd to (I) pav the costs of the Senes
1998B Project. as described herein, relating to the Redevelopment Area, includlOg repayment of any ix,rtlon of the Citv Loan related to the Series 1998B ProJecr: and (ii) pay the COSL'
of issuance of the Series 1998B Bonds, The Seri<16 1998 Bonds are issucd purslL1nt to Chapter ICl,' 1~lrt Ill. Florida S~lluteS, Chapter 159, Pm VII, Flomb Statutes, the Code of the City
of Miami Beach, Florida, and the Code of Miaml,Dade County, Florida, each as amended, and other applicable pr",isions of ilw (the "Act"), and Resolution ~o, 1 50-94 du~' adopted lw
the Chairman and Members of the Agency on january 5, 1994, as supplemented by Resolution ~o, 29-,98 adopted onjuly I. 1998 (collectively. the "Resolution"),
The Series 1998 Bonds and the interest thereon are payable from and secured solely by a lien on and pkdge of the Pledged Funds. which include (i) the ~et Trust Fund Re...enues, as
descTIbed herein, received by the Agency from the Redevelopment Area, (ii) until released as described herem, the portion of the proceeds of the Cit...'s municipal resort ux lC\ied and
colleclcd by the City (the "Supplemental Revenues") and recei...ed by the Trustee, and (iii) mon(\'s and im'CStments in the funds and accounts (other than the Rebate Fund) created
under the Resolution, The lien on the Net Trust Fund Revenues is on a parit\' with Agenc...'s T1x Increment Revenue Bonds, Series 199:1 (C,t... CenterlHistoric Convention Vlllage)
outstanding in the aggregate principal amount of $2:1,200,000 (the "Series 199:1 Bonds"), ie, Tax Increment Re...enue Bonds, Tlxable Seric'S 1996A (Cirv Center;Historic Com'ention
Village) outstanding in the aggregate principal amount of $:16,680,000 (the "Series 19%A Honds") and its Tax Increment Revenue Bonds, Series 1996B (City Center/Historic
Conyention Village) oue'tanding in the aggregate principal amount of $7JRO,<XXl (the "Series 19%B Honds" and, tof,'t'ther with the Senes 19<),' llumL, the Series 1996A Bonds, the
Series 1998 Bonds and any additional bonds Is,ued on a parity therewith, the "Bonds") 'Ille lien on the Supplemental Revenues IS junior and sulxmtinate !lithe lien on the proceCtL, of
such municipal resort tax in favor of me holders of the City's Resort Tax Revenue Rd'tmding Bonds, Sene' 19%, ollts~tndin~ in the aggregate principal amount of S:l.9'\O,OOO, and is on
a parit\' ",ith the Series 199:1 Bonds, the Senes 19%A Bonds and the Series 19%BBonds, See "SECURJll FOR mE SERIES 19981lO~DS. Suppkmenul Rn'coues" herem
The Series 1998 Bonds will be sublect to optional and mandatory redemption prior to mattmt... by the Agency as described herein,
The Series 1998 Bonds, the premiwn. if any, and the interest then 'On shall not be or constitute obligations or indcbted.ness of the Agency (or "bonds" within the
meaning of the Constitution of thc Sute of Florida), but shall be payable from and sC(un~1 solely by a lien upon and a phlge of the I'k'rlgcd Funds, as pro...ided in
the Rcsolution, No Hokkr of any Series 1998 Bond shall ,:ver have thc right 10 compd the exercise of the ad valorem t:Lxing powcr of the Ciry, Mhuni.[}.uIc County,
rlorida (the "County"), thc Sute of florida or any political subd.ivision thc'J't.'Of or taxation in any fonn on any property within or without the City or the County to
pay the Series 1998 Bonds, the pccmiunl, if any, or the interest thcTc'On or be entitlc~lto paymcnt of such principal. pccmiun1. if any, and intcrest from any othcr
funds of the AgC"Ilcy except from tbc Pk..Iged Funds in tllC manner provitled in the Rl'Solution, The Serie'S 1998 Bonds, tile pccmiun1. if any, and the interest tllcn'On
shall not have or be a lien upon any property of the Agency or of or in the City, othcr than the Pledged Funds in tile manncr pl\lVide'(\ in thc Resolution, The
Agenc)' has no taxing power,
TImely payment of the principal of and interc'St on each Series of the Series 1998 Bonds is guaranteed, respectively, under two separate limnClal glL1r.ll1lY insurance policies to be issued
by WllA Insurance Corporation simultaneolL'1y with the delive,,' of the Series 1998 Bolll.b. See "MCNIC1I'AL llO~D I~Sl'R.,,""CE" herein
MBIA
FOR MATIJJUTY SaunUll, SEE I~SmE FRO,,". COVER
n,e Senes 1998 Bonds are offered when, as and if issued and accepted b... the Cnderwnters subject to the appfOnng opmion of SqUlre Sanders & Dempsev LL.P., ~hami, Honda, Bond
Counsel. Cerrain legal matters will be pa.,,,,d on for the Af,'t'ncv and the Citv by "'fumy 11 DulJbin, Citv Attomev and General Counsel to the ,\gcnc... ,Ihaml Ikach, Flonda and
lor the Undcrwnters by th",r counsel. Ruden, McClosky. Smith, Schuster & Russell. I'A and Dennis Scholl, PA, Daln R.llL'cher Incorpor.l!nJ " acting as Financ"t!
Amisor to the Agenq in connection ""th the issuance of the Series 1998 Bonds, The Series 1998 Bonds lre expected to be delivered in deJIIlitl\'t f(,rm to the
Underwriters in Ncw York, NC\v York, on or about julv 29, 1998,
William R. Hough & Co.
DatedJu~'22,1998
PaineWebber Incorporated
Prudential Securities Incorporated
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Maturity Schedule
$29,105,000 Taxable Series 1998A Bonds
$13,885,000 6,70% Term Bonds Due December 1, 2014, Price NRO, Yield NRO
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$10,000,000 6,68% Term Bonds Due December 1, 2020, Price 100,00, Yield 6,68%
$5,220,000 7,00% Term Bonds Due December 1, 2022, Price 99,179, Yield 7,07%
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Maturity
(December 1)
1999
2000
2001
2002
2003
2004
2005
2006
2007
2008
2009
2010
2011
2012
2013
"
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S4,440,000 Serial Bonds
$9,135,000 Series 1998B Bonds
Principal
Arnoullt
$215,000
225,000
235,000
245,000
255,000
265,000
275,000
290,000
300,000
315,000
330,000
345,000
365,000
380,000
400,000
Interest
Rate
3,60%
3,85
3,95
4,05
4,10
4,15
4,30
4,40
4.45
4,50
4,60
4,70
4,80
4,90
4,95
Yield
3,60%
3,85
4,95
4,05
4,10
415
430
4,40
4,45
4,50
4,60
4,70
4,80
4,90
4,95
Price
100,00
100,00
100,00
100,00
100,00
100,00
100,00
100,00
100,00
100,00
100,00
100,00
100,00
100,00
100,00
$2,335,000 5,15% Term Bonds Due December 1, 2018, Price 99,369, Yield 5,20%
;'J
$2,360,000 5,20% Term Bonds Due December 1, 2022, Price 99,310, Yield 5,25%
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I
MIAMI BEACH REDEVELOPMENT AGENCY
1700 Convention Center Dl"ive
Miami Beach, Flol"ida 33139
Chairman
Neisen Kasdill
Vice Chairman
Nancy Liebman
Members
Simon Cruz
David Dermer
Susan F, Gottlieb
Martin Shapiro
Jose Smith
Executive Director of Agency
General Counsel of Agency
Sergio Rodriguez
Murray H, Dubbin
Bond Counsel
Squire, Sanders & Dempsey L.L.P,
Miami, Florida
Financial Advisor
Dain Rauscher Incorporated
Miami, Florida
This Official Statement does not constitute an offer to sell the Series 1998 Bonds in any
jurisdiction to any person to whom it is unlawful to make such offer in such jurisdiction, No dealer,
salesman or other person has been authorized to give any infonnation or to make any representation
other than those contained herein and, if given or made, such other information or representation
must not be relied upon as having been authorizcd by thc Agency or any other person. l'Icither the
delivery of tIlis Official Statement nor the sale of any Series 1998 Bonds implies that there has been
no change in the matters described herein since the date hereof.
THE SERIES 1998 BONDS HAVE NOT BEEN REGISTERED WITH THE SECURITIES
AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
NOR HAS THE RESOLUTION BEEN QUALIFIED UNDER THE TRUST INDENTURE ACT OF
1939, IN RELIANCE UPON EXEMPTIONS CONTAINED IN SUCH ACTS. THE
REGISTRA TION OR QUALIFICATION OF THE SERIES 1998 BONDS IN ACCORDANCE \VITH
APPLICABLE PROVISIONS OF THE SECURITIES LAWS OF THE STATES, IF ANY, IN
WHICH THE SERIES 1998 BONDS HAVE BEEN REGISTERED OR QUALIFIED AND THE
EXEMPTION FROM REGISTRATION OR QUALIFICATION IN CERTAIN OTHER STATES
CANNOT BE REGARDED AS A RECOMMENDATION THEREOF. NEITHER THESE STATES
NOR ANY OF THEIR AGENCIES HAVE PASSED UPON THE I\IERITS OF THE SERIES 1998
BONDS OR THE ACCURACY OR COMPLETENESS OF THIS OFFICIAL STATEMENT. ANY
REPRESENTATION TO THE CONTRARY MAY BE A CRIMINAL OFFENSE.
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVERALLOT
OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF
TIIE SEltlES 1998 BONDS AT A LEVEL WHICH MIGHT NOT OTlIERWISE PREVAIL IN THE
OPEN MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY
TIME.
The information set forth herein has been obtained from the Miami Beach Redevelopment
Agency and the City of Mianli Beach, Florida and other sources that are believed to be reliable, but
is not guaranteed as to accuracy or completeness by, and is not to be construed as a representation
of, the Underwriters or, as to information from other sources, the Miami Beach Redevelopment
Agency or the City of Miami Beach, Florida. References herein to laws, rules, regulations,
resolutions, agreements, reports and other documents do not purport to be comprehensive or
definitive. All references to such documents are qualificd in their cntirety by reference to the
particular document, the full text of which may contain qualifications of and exceptions to statements
made herein. The information and the expressions of opinion herein are subject to change without
notice, and neither the delivery of tiLis Official Statement nor any sale made hereunder shall, under
any circwnstances, create any inlplication that there has been no change in the affairs of the Miami
Beach Redevelopment Agency or the City of Miami Beach, Florida since the date hereof 0[' the
earliest date as of which such infol'Dlation is given.
T ABLE OF CONTENTS
Page
INTRODUCTION .""""""""""",'
DESCRIPTION OF THE SERIES 1998 BONDS "","",""""""",""" 2
General Description , , , , , , , , , , , , , , . , . , , , , , , , , , , , , , . , , , , , , , , , , , , , ' , " 2
Book-Entry-Only System "".,.""""""""",,"'" 3
Additional Provisions Regarding Book-Entry System """ , ' , , , , , , , ' , , , , , , , , " 4
Redemption , , , , , , , , , , , , , , , , , , , , , , , ' , , , , ' , , , , , ' , , , , , , , , , , ' , , ' , , " 5
Notice and Effect of Redemption , , , , . , , , . , , , ' , , , , ' , , , , , ' , , , , , , , , , , " 8
ESTIMATED SOURCES AND USES OF FUNDS """""",'.'
, ' , , , " 10
DEBT SERVICE SCHEDULE . , , , , , . , , , , , , , , , , , , , , , , , , , , , ' , , , , , , , , , , , , , " 11
PROJECTED DEBT SERVICE COVERAGE, , , , ' , , , , , , , , ' , , , , , ' , , ' , , , , , . , , " 12
SECURITY FOR THE SERIES 1998 BONDS """""""""""""""'" 13
Generally ""."""""."",.""""","""""" "','" 13
Net Trust Fund Revenues , , , , , , , , , , . , , , , , , , ' , , , , , , , 13
Application of Trust Fund Revenues """."""."",,",""'" 17
Supplemental Revenues ,.""""""""""""".,,"" 18
Debt Service Reserve Account . , . , , , , , , , , , , ' , , . ' , , , , , , , , , , , , , , , , , , , ' " 24
Additional Parity Bonds , , , , , , , , , , , , , , ' , , , , , , , . , , , , , ' , ' , , , , , ' , , , ' , " 25
Investment of Funds """""",.""""""""""",.,""'" 26
Pooling of Money in Funds and Accounts """.".""""""",""'" 27
MUNICIPAL BOND INSURANCE, , , , , , , , , , , , , . ' , , , , , , , ' , , , ' , , , , , '
General , , , , . , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , ' , , , ,
The Policy , , , , , , , , , , , , , , , , , ' , . , ' , . , . ' , . , ' , . , , , , , , , ' , , , , '
, , , , " 27
27
27
THE AGENCY "."""""""""""""."""",.,,"""""" 29
Generally """"""""""""",.",."",,""",.,""" 29
The Redevelopment Plan ,..""""""."""",.",.,,',.,""'" 29
Management of the Agency , . , , . , , , , , , , , , , , , , , , , . , , , , , , , , , , , . , ' , , , , " 30
Fiscal Matters """".""""""""""",.,,',.,""""'" 30
Assessed Valuations "",."."""""""""",,"""',.,',.,' 31
THE PROJECT , , , , . , , ' , , , , , , , , , ' , ' , , , ,
, , , , , " 31
SUMMARY OF CERTAIN PROVISIONS OF THE RESOLUTION, , , , ' , , , 33
Payment of Bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 33
Enforceability of Collections , , , , . , , , . , , . , ' . , , , , , , , ' , , , , , , , , , ' , , , , , , " 33
Accounting Records and Annual Audit ."""" ' , , , , ' , ' , , , , , , . , , ' , , " 33
Credit Facility/Liquidity Facility """"""""""".,""""""" 33
Modification or Amendment , ' , , , , , , , , , , ' , . , ' , , , , , , , , , , , , , , , , , , , , ' , " 34
Remedies "",..""""""""""",.,""""" 35
Discharge and Satisfaction of Bonds , , , . , , , , , " ,"",'" 35
RISK FACTORS , ' ' ' , , , ' , , , , . , , , , , ' , , , ' , , , ' , , , , , ' ' , , , ' , , , , , , , , , ' 37
General , , , ' , , , ' , . , , . , , , ' , ' ' , , , , , ' , ' , , , ' ' ' ' , ' ' , , ' ' , ' 37
Tax Increment Financing """"""""""""""""" 37
Supplemental Revenues """""""."","""""""" ,',',' 38
LITIGATION """"""""""""",.,,""",.,"""""',.," 39
LEGAL MATTERS , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , ' , , , , , , , , , , , , , , " 39
TAX MATTERS """""""""""""",""""""',.,"""" 39
Series 1998A Bonds """""."".""",,"""""""",.,'" 39
Series 1998B Bonds , , , , , , . , ' , , , , , , , . , , , ' , ' , , , , , , ' ' , , ' , , ' , , , ' ' , , , " 40
ORIGINAL ISSUE DISCOUNT , , , ' ' , , ' '
. . . . . . . . . . . . . . . . . . . , .
, , , ' " 41
ENFORCEABILITY OF REMEDIES, , . , , , , , , , ' , , , , , , . , , , , ' . , , ' , , , , ' ' , , , , " 41
UNDERWRITING , , , , , , , ' . , , , ' , , , , , , , , ' , . , , , , , , , , , , , , , , , , , , , , . , , , ' ' " 41
RATINGS , , , . , , , , , , ' , , , , , , , , , , ' , , , , , ' , . , , , , ' ' ' ' , . , , ' , . , , ' ' , , , ' , , , " 42
ADVISORS AND CONSULT ANTS """""""""","""",.,"""" 42
DISCLOSURE MATTERS """""""""""","""""""',.,'" 42
Certificate as to Official Statement .", , , , , , , ' , ' ' ' ' ' , ' ' , ' ' , , ' ' , ' , , , ' ' ' " 42
Continuing Disclosure """" , , , , , , . , , , , , , , , , , , , , ' ' , , , , , ' , , , , , , , " 43
Miscellaneous """"""""""""""""""""""""" 43
APPENDIX A --
GENERAL INFORMA TION CONCERNING THE MIAMI BEACH
REDEVELOPMENT AGENCY, THE CITY OF MIAMI BEACH AND MIAMI-
DADE COUNTY, FLORIDA
THE RESOLUTION
CITY RESOLUTION NO, 94-21008
CONTINUING DISCLOSURE AGREEMENT
FORM OF BOND COUNSEL OPINION
SPECIMEN MUNICIPAL BOND INSURANCE POLlCY
APPENDIX B --
APPENDIX C --
APPENDIX 0 --
APPENDIX E --
APPENDIX F n
11
~,
OFFICIAL STATEMENT
relating to
MIAMI BEACH REDEVELOPMENT AGENCY
$29,105,000 TAX INCREMENT REVENUE BONDS, TAXABLE SERIES 1998A
(CITY CENTER/HISTORIC CONVENTION VILLAGE)
and
$91135,000 TAX INCREMENT REVENUE BONDS, SERIES 1998B
(CITY CENTER/HISTORIC CONVENTION VILLAGE)
INTRODUCTION
The purpose of this Official Statement, which includes the cover page and the Appendices hereto,
is to furnish information with respect to the issuance by the Miami Beach Redevelopment Agency (the
"Agency"), of its Tax Increment Revenue Bonds, Taxable Series 1998A (City Center/Historic Convention
Village) in the aggregate principal amount of $29,105,000, (the "Series 1998A Bonds") and its Tax
Increment Revenue Bonds, Series 1998B (City Center/Historic Convention Village) in the aggregate
principal amount of $9,135,000 (the "Series 1998B Bonds" and, collectively with the Series 1998A Bonds,
the "Series 1998 Bonds") issued pursuant to Chapter 163, Part III, Florida Statutes, as amended, Chapter
159, Part VII, Florida Statutes, as amended, and other applicable provisions of law (the "Act"), and
Resolution No, 150-94, duly adopted by the Chairman and Members of the Agency on January 5, 1994,
as supplemented by Resolution No, 297-98 adopted on July I, 1998 (collectively, the "Resolution"), and
is subject to all the terms and conditions of the Resolution, The issuance of the Series 1998 Bonds has been
approved by the City of Miami Beach, Florida (the "City"), by Resolution No, 98-22820 adopted by the
Mayor and City Commission of the City on July 1. 1998 (the "City Approving Resolution"), and by
Miami-Dade County, Florida (the "County"), by a resolution adopted by the Board of County
Commissioners of the County on July 7, 1998, First Union National Bank, Miami. Florida, is acting as
Registrar, Paying Agent and Trustee for the Series 1998 Bonds (the "Trustee").
The Series 1998 Bonds and the interest thereon are payable from and secured solely by a lien on
and pledge of the Pledged Funds, which include (i) the Net Trust Fund Revenues, as herein described,
received by the Agency from the City Center/Historic Convention Village Redevelopment and
Revitalization Area of the City (the "Redevelopment Area "); (ii) until released as provided herein, the
portion of the proceeds of the municipal resort tax (the" Resort Tax") levied and collected by the City
pursuant to Chapter 67-930, Laws of Florida, Acts of 1967, as amended (the "Resort Tax Act"), Chapter
166, Florida Statutes, as amended, the City Charter, as amended, and Chapter 41, Article V of the City
Code, as amended, and available under Section 304(D)(4) of Resolution No, 88-19369 of the City, as
supplemented (the "Resort Tax Bond Resolution"), pledged by the City for the benefit of the Holders of
the Bonds (hereinafter defined) pursuant to Resolution No, 94-21008, adopted by the City on January 5,
1994, and the City Approving Resolution (collectively, the "Supplemental Revenues Resolution"), and
received by the Trustee (such revenues are referred to as the "Supplemental Revenues"). and (iii) all
moneys and investments held in the Funds and Accounts (other than the Rebate Fund) created and
established by the Resolution, The lien on the Net Trust Fund Revenues is on a parity with the Agency's
Tax Increment Revenue Bonds, Series 1993 (City Center/Historic Convention Village) outstanding in the
aggregate principal amount of $23,200,000 (the "Series 1993 Bonds"), its Tax Increment Revenue Bonds,
Taxable Series 1996A (City Center/Historic Convention Village) outstanding in the aggregate principal
amount of $36,680,000 (the "Series 1996A Bonds") and its Tax Increment Revenue Bonds, Series 1996B
(City Center/Historic Convention Village) outstanding in the aggregate principal amount of $7 ,380,000 (the
"Series 1996B Bonds" and, together with the Series 1993 Bonds, the Series 1996A Bonds, the Series 1998
Bonds and any additional bonds issued on a parity therewith, the "Bonds"), The lien on the Supplemental
Revenues is junior and subordinate to the lien on the proceeds of the Resort Tax in favor of the holders of
the City's Resort Tax Revenue Refunding Bonds, Series 1996 (the "Resort Tax Bonds") issued under the
Resort Tax Bond Resolution, outstanding in the aggregate principal amount of $3,940,000 with a final
maturity date of October I, 2022, and is on a parity with the Series 1993 Bonds, the Series 1996A Bonds
and the Series 1996B Bonds, Until the pledge of the Supplemental Revenues is released, the City has
covenanted in the Supplemental Revenues Resolution not to issue any additional obligations payable from
the proceeds of the Resort Tax which are senior with respect to the lien in favor of the Holders of the
Bonds, except for refunding bonds provided certain conditions are met. Under certain conditions,
described herein, the City may issue additional obligations secured by Supplemental Revenues on a parity
with the lien in favor of the Holders of the Bonds
The Series 1998A Bonds are being issued to (i) pay the costs of the Series 1998A Project, as
described herein, which relates to the City Center/H istoric Convention Village Redevelopment and
Revitalization Area (the "Redevelopment Area") of the City of Miami Beach, Florida (the "City"),
including repayment of any portion of the City Loan (herein defined) related to the Series 1998A Project;
and (ii) pay the costs of issuance of the Series 1998A Bonds, The Series 1998B Bonds are being issued to
(i) pay the costs of the Series 1998B Project, as described herein, relating to the Redevelopment Area,
including repayment of any portion of the City Loan related to the Series 1998B Project; and (ii) pay the
costs of issuance of the Series 1998B Bonds. The Series 1998A Project and the Series 1998B Project are
collectively referred to as the" Project. "
Capitalized terms used but not defined herein have the same meaning as when used in the
Resolution unless the context clearly indicates othenvise, The form of the Resolution is attached to this
Official Statement as Appendix B, and the form of City Resolution No, 94-21008 is attached hereto as
Appendix C. The description of the Series 1998 Bonds, the documents authorizing and securing the same,
and the information from various reports and statements contained herein are nor intended to be
comprehensive or definitive, All references herein to such documents, reports and statements are qualified
by the entire, actual content of such documents, reports and statements, Copies of such documents, reports
and statements referred to herein that are not included in their entirety in this Oijicial Statement may be
obtained from the Agency upon prepayment of reproduction costs, postage and handling expenses,
The assumptions, estimates, projections and matters of opinion contained in this Official Statement,
whether or not so expressly stated, are set forth as such and not as matters of fact, and no representation
is made that any of the assumptions or matters of opinion herein are valid or that any projections or
estimates contained herein will be realized, Neither this Official Statement nor any other statement which
may have been made verbally or in writing in connection with the Series 1998 Bonds. other than the
Resolution, is to be construed as a contract with the Registered Owners of the Series 1998 Bonds,
DESCRIPTION OF THE SERIES 1998 BONDS
General Description
The Series 1998 Bonds are being issued in fully registered, book-entry-only form, in the
denominations of $5,000 each or integral multiples thereof, will be dated July 1, 1998 and will bear interest
at the rates and mature on the dates and in the amounts shown on the inside cover page of this Official
Statement.
2
Principal of and premium, if any, and interest on the Series 1998 Bonds will be payable in the
manner described below under "Book-Entry-Only System," The Series 1998 Bonds will be subject to
redemption as described below,
Book-Entry-Only System
The Depository Trust Company ("DTC"), New York, New York, will act as securities depository
for the Series 1998 Bonds, The Series 1998 Bonds will be issued as fully-registered securities registered
in the name of Cede & Co, (DTe's partnership nominee), One fully-registered 1998 Bond certificate will
be issued for each maturity of the respective series of the Series 1998 Bonds, each in the aggregate
principal amount of such maturity, and will be deposited with DTC,
DTC is a limited-purpose trust company organized under the New York Banking Law, a "banking
organization" within the meaning of the New York Banking Law, a member of the Federal Reserve
System, a "clearing corporation" within the meaning of the New York Uniform Commercial Code, and
a "clearing agency" registered pursuant to the provisions of Section 17 A of the Securities Exchange Act
of 1934, DTC holds securities that its participants ("Participants") deposit with DTe. DTC also facilitates
the settlement among Participants of securities transactions, such as transfers and pledges, in deposited
securities through electronic computerized book-entry changes in Participants' accounts, thereby
eliminating the need for physical movement of securities certificates, Direct Participants includes securities
brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations, DTC
is owned by a number of its Direct Participants and by the New York Stock Exchange, Inc" the American
Stock Exchange, Inc" and the National Association of Securities Dealers, Inc, Access to the DTC system
is also available to others such as securities brokers and dealers, banks and trust companies that clear
through or maintain a custodial relationship with a Direct Participant, either directly or indirectly ("Indirect
Participants"), The rules applicable to DTC and its Participants are on file with the Securities and
Exchange Commission,
Purchase of the Series 1998 Bonds under the DTC system must be made by or through Direct
Participants, which will receive a credit for the Series 1998 Bonds on DTe's records, The ownership
interest of each actual purchaser of each 1998 Bond ("Beneficial Owner") is in turn to be recorded on the
Direct and Indirect Participants' records, Beneficial Owners will not receive written confirmation from
DTC of their purchase, but Beneficial Owners are expected to receive written confirmations providing
details of the transaction, as well as periodic statements of their holdings, from the Direct or Indirect
Participant through which the Beneficial Owner entered into the transaction, Transfers of ownership
interests in the Series 1998 Bonds are to be accomplished by entries made on the books of Participants
acting on behalf of Beneficial Owners, Beneficial Owners will not receive certificates representing their
ownership interests in Series 1998 Bonds, except in the event that use of the book-entry system for the
Series 1998 Bonds is discontinued,
To facilitate subsequent transfers, all Series 1998 Bonds deposited by Participants with DTe are
registered in the name of DTC's partnership nominee, Cede & Co, The deposit of Series 1998 Bonds with
DTC and their registration in the name of Cede & Co, effect no change in beneficial ownership, DTC has
no knowledge of the actual Beneficial Owners of the Series 1998 Bonds, DTC' s records reflect only the
identity of the Direct Participants to whose accounts such Series 1998 Bonds are credited, which mayor
may not be in the Beneficial Owners, The Participants will remain responsible for keeping account of their
holdings on behalf of their customers,
3
Conveyance of notices and other communications by DTC to Direct Participants, by Direct
Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial
Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements
as may be in effect from time to time,
Redemption notices shall be sent to Cede & Co, If less than all of the Series 1998 Bonds within
an issue are being redeemed, DTC's practice is to determine by lot the amount of the interest of each
Direct Participant in such issue to be redeemed,
Neither DTC nor Cede & Co, will consent or vote with respect to Series 1998 Bonds, Under its
usual procedures, DTC mails an Omnibus Proxy to the Agency as soon as possible after the record date,
The Omnibus Proxy assigns Cede & Co, 's consenting or voting rights to those Direct Participants to whose
accounts the Series 1998 Bonds are credited on the record date (identified in a listing attached to the
Omnibus Proxy),
Principal and interest payments on the Series 1998 Bonds will be made to DTe. DTC's practice
is to credit Direct Participants' accounts on payable date in accordance with their respective holdings shown
on DTC's records unless DTC has reason to believe that it will not receive a payment on the payable date,
Payments by Participants to Beneficial Owners will be governed by standing instructions and customary
practices, as is the case with securities held for the accounts of customers in bearer form or registered in
"street name," and will be the responsibility of the Participant and not of DTC, the Paying Agent, or the
Agency, subject to any statutory or regulatory requirements as may be in effect from time to time,
Payment of principal and interest to DTC is the responsibility of the Agency or the Paying Agent;
disbursement of such payments to Direct Participants is the responsibility of DTC; and disbursement of
such payments to the Beneficial Owners is the responsibility of Direct and Indirect Participants,
DTC may discontinue providing its services as securities depository with respect to the Series 1998
Bonds at any time by"giving reasonable notice to the Agency, Under such circumstances, in the event that
a successor securities depository is not obtained, 1998 Bond certificates are required to be printed and
delivered,
The Agency may decide to discontinue use of the system of book-entry transfers through DTC (or
a successor securities depository), In that event, 1998 Bond certificates for each series will be printed and
delivered,
The foregoing information in this section concerning DTC and DTC's book-entry system has been
supplied by DTC, and the Agency has relied on DTC as to the accuracy of this information,
Additional Provisions Regarding Book-Entry System
The Agency and the Trustee, Registrar and Paying Agent will recognize and treat DTC (or any
successor securities depository) or its nominee as the holder and owner of the Saies 1998 Bonds for all
purposes, including payment of debt service, notices, enforcement of remedies and voting, DTC (or any
successor securities depository) or its nominee for all purposes under the Resolution will be, and will be
considered by the Agency and the Paying Agent to be, the registered owner or registered holder of the
Series 1998 Bonds,
THE AGENCY AND THE PAYING AGENT CANNOT AND DO NOT GIVE ANY
ASSURANCES THAT DTC, THE DTC PARTICIPANTS OR THE INDIRECT PARTICIPANTS WILL
4
DISTRIBUTE TO THE BENEFICIAL OWNERS OF THE SERIES 1998 BONDS (i) PAYMENTS OF
PRINCIPAL OF OR INTEREST AND PREMIUM, IF ANY, ON THE SERIES 1998 BONDS, (ii)
CERTIFICA TES REPRESENTING AN OWNERSHIP INTEREST OR OTHER CONFIRMATION OF
BENEFICIAL OWNERSHIP INTERESTS IN SERIES 1998 BONDS, OR (iii) REDEMPTION OR
OTHER NOTICES SENT TO DTC OR CEDE & CO" ITS NOMINEE, AS THE REGISTERED
OWNERS OF THE SERIES 1998 BONDS, OR TIlA T THEY WILL DO SO ON A TIMELY BASIS OR
THAT DTC, DTC PARTICIPANTS OR INDIRECT PARTICIPANTS WILL SERVE AND ACT IN THE
MANNER DESCRIBED IN THIS OFFICIAL STATEMENT, THE CURRENT "RULES" APPLICABLE
TO DTC ARE ON FILE WITH THE SECURITIES AND EXCHANGE COMMISSION AND THE
CURRENT "PROCEDURES" OF DTC TO BE FOLLOWED IN DEALING WITH DTC
PARTICIPANTS ARE ON FILE WITH DTe.
NEITHER THE AGENCY N R THE PAYING AGENT WILL HAVE ANY RESPONSIBILITY
OR OBLIGATIONS TO SUCH DTC ARTlCIPANTS OR THE PERSONS FOR WHOM THEY ACT
WITH RESPECT TO THE PA YME TS TO OR THE PROVIDING OF NOTICE FOR THE DTC
PARTICIPANTS, THE INDIRECT PARTICIPANTS, OR THE BENEFICIAL OWNERS WITH
RESPECT TO: (1) THE ACCURAC OF ANY RECORDS MAINTAINED BY DTC OR ANY DTC
PARTICIPANT OR INDIRECT PA TICIPANT; (2) THE PAYMENT BY DTC OR ANY DTC
PARTICIPANT OR INDIRECT PA TICIPANT OF ANY AMOUNT DUE TO ANY BENEFICIAL
OWNER IN RESPECT OF THE PRIN IPAL AMOUNT OR REDEMPTION PRICE OF OR INTEREST
ON THE SERIES 1998 BONDS; (3) HE DELIVERY BY DTC OR ANY DTC PARTICIPANT OR
INDIRECT PARTICIPANT OF A I' NOTICE TO ANY BENEFICIAL OWNER WHICH IS
REQUIRED OR PERMITTED UNDE ~ THE TERMS OF THE BOND RESOLUTION TO BE GIVEN
TO BONDHOLDERS; (4) THE SE ECTION OF THE BENEFICIAL OWNERS TO RECEIVE
PA YMENT IN THE EVENT OF AN PARTIAL REDEMPTION OF THE SERIES 1998 BONDS; OR
(5) ANY CONSENT GIVEN OR OTI ER ACTION TAKEN BY DTC AS BONDHOLDER,
The rights Of Beneficial Owner. and the manner of transferring or pledging their interests is subject
to applicable state law, Beneficial Own rs may want to discuss the manner of transferring or pledging their
book-entry interest in such Series 1998 Bonds with their legal advisors,
In the event that the Book-Entr -Only System is discontinued, principal and premium, if any, will
be payable upon surrender of the Serie 1998 Bonds at the corporate trust office of First Union National
Bank, Miami, Florida, as Paying Agent and Trustee under the Resolution, or its successor, Interest on the
Series 1998 Bonds will be payable semi' nnually on June 1 and December 1 of each year, by check or draft
mailed to the person in whose name th Series 1998 Bonds are registered on the registration books kept
by the Registrar ("Holder"), at the c10s of business on the 15th day (whether or nor a business day) of the
calendar month preceding the applic ble interest payment date; provided that, for any Holder of
$1,000,000 or more in principal amoun of Series 1998 Bonds, such payment will, at the written request
of such Holder, be made by wire transfe to the bank or bank accounts within the continental United States
specified in writing by the Holder, prav' ed that the Holder has advanced to the Paying Agent the amount
necessary to pay the cost of such wire t ansfer or authorized the Paying Agent to deduct the cost of such
wire transfer from the payment due to ,uch Holder,
Redemption
Optional Redemption, The Se ies 1998A Bonds maturing on December 1, 2020 are not
redeemable prior to their stated date f maturity at the option of the Agency, The Series 1998A
Bonds maturing on December 1, 20 4 and on December 1, 2022 are redeemable prior to their
5
maturity, at the option of the Agency, on or after December 1, 2008, in whole or in part on any
date as directed by the Agency, at the redemption price of par and accrued interest to the date of
redemption plus the following premiums, expressed as a percentage of the principal amount of the
Series 1998A Bonds so redeemed if redeemed during the following redemption periods:
Redemption Periods (Dates Inclusive)
Redemption
Premium
December 1, 2008 through November 30, 2009
December 1, 2009 through November 30,2010
December 1, 2010 and thereafter
1,00%
0,50%
0,00%
The Series 1998B Bonds maturing on or prior to December 1, 2008 are not redeemable
prior to their respective stated dates of maturity at the option of the Agency, The Series 1998B
Bonds maturing on December 1, 2009 and thereafter, are redeemable prior to their respective
maturities, at the option of the Agency, on or after December 1, 2008, in whole or in part on any
date as directed by the Agency, at the redemption price of par and accrued interest to the date of
redemption plus the following premiums, expressed as a percentage of the principal amount of the
Series 1998B Bonds so redeemed if redeemed during the following redemption periods:
Redemption Periods (Dates Inclusive)
Redemption
Premium
December 1, 2008 through November 30, 2009
December 1, 2009" through November 30, 2010
December 1, 2010 and thereafter
1,00%
0,50%
0,00%
[THIS SPACE INTENTIONALLY LEFT BLANK.]
6
Mandatory Redemption. The Series 1998A Bonds maturing on December 1 in the years
2014, 2020 and 2022 (the" 1998A Term Bonds") are subject to mandatory redemption in part
prior to maturity, by lot, at a redemption price equal to 100 % of the principal amount thereof plus
accrued interest to the date of redemption, from moneys deposited by the Agency to the credit of
the Bond Redemption Account representing the Amortization Requirements for such 1998A Term
Bonds, on December 1 in each of the years as follows:
/ 2014 Term Bond / / 2020 Term Bond /
Amortization Amortization
Year Requirement y~ Requirement
1999 $ 490,000 2015 $1,480,000
2000 530,000 2016 1,585,000
2001 570,000 2017 1,695,000
2002 610,000 2018 1,820,000
2003 650,000 2019 1,940,000
2004 695,000 2020* 1,480,000
2005 750,000
2006 800,000
2007 855,000
2008 915 ,000
2009 980,000
2010 1,045,000
2011 1,125,000
2012 '1,200,000
2013 1,290,000
2014* 1,380,000
/ 2022 Term Bond
Year
2020
2021
2022*
Amortization
Requirement
$ 600,000
2,230,000
2,390,000
*Maturity
7
The Series 1998B Bonds maturing on December 1 in the years 2018 and 2022 (the" 1998B
Term Bonds") are subject to mandatory redemption in part prior to maturity, by lot, at a
redemption price equal to 100% of the principal amount thereof plus accrued interest to the date
of redemption, from moneys deposited by the Agency to the credit of the Bond Redemption
Account representing the Amortization Requirements for such 1998B Term Bonds, on December
1 in each of the years as follows:
/ 2018 Term Bond / / 2022 Term Bond /
Amortization Amortization
Year Requirement Year Requirement
2014 $420,000 2019 $545,000
2015 445,000 2020 575,000
2016 465,000 2021 605,000
2017 490,000 2022* 635,000
2018* 515,000
*Maturity
The 1998A Term Bonds and the 1998B Term Bonds subject to mandatory redemption for
Amortization Requirements will be selected by lot by the Trustee, The Agency may satisfy all or a portion
of the annual mandatory Amortization Requirements by purchasing in the open market such amount of the
1998A Term Bonds and the 1998B Term Bonds as may be purchased for a price not exceeding the
redemption price which would otherwise be payable on the next redemption date for such 1998A Term
Bonds and 1998B Term Bonds,
Notice and Effect of Redemption
Not more than 60 days or less than 30 days prior to the redemption date, notice of such redemption
will be mailed to all Holders of Series 1998 Bonds to be redeemed at their addresses as they appear on the
registration books of the Trustee, Failure to mail any such notice to a Holder of a Series 1998 Bond, or
any defect therein, will not affect the validity of the proceedings for redemption of any Series 1998 Bond
or portion thereof with respect to which no failure or defect occurred, Such notice will be in the form and
contain the information required by the Resolution, Any notice mailed as provided in the Resolution will
be conclusively presumed to have been duly given, whether or not the Holder of such Series 1998 Bond
receives such notice, While the Series 1998 Bonds are held in book-entry form, such notices of redemption
shall be solely mailed to DTC as the registered owner of the Series 1998 Bonds,
Notice having been given in the manner and under the conditions described above, the Series 1998
Bonds or portions thereof so called for redemption will, on the redemption date designated in such notice,
become and be due and payable at the redemption price provided for redemption for such Series 1998
Bonds on such date, On the date so designated for redemption, moneys for payment of the redemption
price being held in separate accounts by the Paying Agent in trust for the Holders of the Series 1998 Bonds
8
or portions thereof to be redeemed, all as provided in the Resolution, interest on the Series 1998 Bonds
or portions of Series 1998 Bonds so called for redemption shall cease to accrue, such Series 1998 Bonds
and portions of Series 1998 Bonds will cease to be entitled to any lien, benefit or security under the
Resolution, will be deemed paid under the Resolution, and the Holders such Series 1998 Bonds or portions
thereof will have no right in respect thereof except to receive payment of the redemption price thereof and
to receive Series 1998 Bonds for any unredeemed portion,
Notwithstanding the foregoing, notice of redemption in connection with an optional redemption
of Series 1998 Bonds will not be given by the Agency unless on the date of giving of such notice of
redemption the Agency has on deposit with the Paying Agent sufficient moneys to provide for such
redemption,
[THIS SPACE INTENTIONALLY LEFT BLANK.]
9
ESTIMA TED SOURCES AND USES OF FUNDS
The proceeds to be received from the sale of the Series 1998A Bonds, including accrued interest
on the Series 1998A Bonds to the date of delivery, are expected to be applied substantially as follows:
Sources of Funds
Par Amount of Series 1998A Bonds
Less: Original Issue Discount
Plus: Accrued Interest
TOT AL SOURCES
$29,105,000,00
(42,856,20)
152.731.83
$29.214,875,63
Uses of Funds
Deposit to Acquisition and
Construction Fund for Cost of
Series 1998A Project
Deposit to Interest Accounrtl)
Costs of Issuance(2)
TOTAL USES
$28,125,000,00
152,731.83
937.143,80
$29.214,875,63
The proceeds to be received from the sale of the Series 1998B Bonds, including accrued interest
on the Series 1998B Bonds to the date of delivery, are expected to be applied substantially as follows:
Sources of Funds
Par Amount of Series 1998B Bonds
Less: Original Issue Discount
Plus: Accrued Interest
TOT AL SOURCES
$9,135,000,00
(31,017,85)
34,181.58
$9,138.163,71
Uses of Funds
Deposit to Acquisition and
Construction Fund for Cost of
Series 1998B Project
Deposit to Interest Account!
Costs of Issuance2
TOTAL USES
$8,875,000,00
34.181.58
228.98215
52...138,163,73
1 Represents accrued interest received upon sale of the applicable Series, which will be used to pay interest
coming due thereon on December I, 1998,
21ncludes premiums for the financial guaranty insurance policies and debt service reserve fund surety bond,
underwriters' discount and administrative and other costs associated with the issuance of the applicable Series,
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SECURITY FOR THE SERIES 1998 BONDS
Generally
1
~
I
3
~
j
.,
"
The Series 1998 Bonds are secured by a lien upon and pledge of the Pledged Funds which include
(i) the Net Trust Fund Revenues, as hereinafter described, received by the Agency from the Redevelopment
Area (ii) until released as described herein, the Supplemental Revenues, as hereinafter described and (iii)
moneys and investments in the funds and accounts (other than the Rebate Fund) created under the
Resolution. The lien on the Net Trust Fund Revenues is on a parity with the Series 1993 Bonds, the Series
1996A Bonds and the Series 1996B Bonds. The lien on the Supplemental Revenues is junior and
subordinate to the lien on such proceeds of the Resort Tax in favor of the holders of the Resort Tax Bonds
and is on a parity with the Series 1993 Bonds, the Series 1996A Bonds and the Series 1996B Bonds. Until
the lien of the Supplemental Revenues is released, the City has covenanted in the Supplemental Revenues
Resolution, described herein, not to issue any additional obligations payable from the proceeds of the City's
Resort Tax which are senior with respect to the lien in favor of the Holders of the Bonds, except for
refunding bonds provided certain conditions are met. Under certain conditions, the City may issue
additional obligations secured by Supplemental Revenues on a parity with the lien in favor of the Holders
of the Bonds, as further described herein.
~
NEITHER THE PROJECT, NOR ANY ELEMENTS THEREOF, CONSTITUTE SECURITY
FOR THE BONDS, AND THE BONDHOLDERS HA YE NO LIEN THEREON. THE BONDS ARE
SECURED SOLELY BY A LIEN UPON AND PLEDGE OF THE PLEDGED FUNDS.
The Series 1998 Bonds do not constitute an indebtedness of the Agency, the City, the County, the
State or any political ~ubdivision thereof, within the meaning of any constitutional, statutory, charter or
code provisions or limitations, or a pledge of the faith and credit of the Agency, the City. the County, the
State or any political subdivision thereof, but shall be payable solely as provided in the Resolution from
the Pledged Funds. No Holder or Holders of any Series 1998 Bonds shall ever have the right to compel
the exercise of the ad valorem taxing power of the City, the County, the State or any political subdivision
thereof or taxation in any form of any real or personal property therein, or the application of any funds of
the Agency or the City, the County, the State or any political subdivision thereof to pay the Series 1998
Bonds or the interest thereon or the making of any sinking fund or reserve payments provided for in the
Resolution other than the Pledged Funds provided in the Resolution. The Agency has no power to levy
ad valorem taxes for any purpose.
Net TrlL'it Fund Revenues
Generally. As described herein under the heading "THE AGENCY," the Act permits the
establishment of a redevelopment trust fund into which is deposited tax increment funds to be used to
finance redevelopment in a designated area. As described under the heading "THE AGENCY," the
Agency and the City have adopted a redevelopment plan (the "Redevelopment Plan") and designated the
Redevelopment Area. The Redevelopment Plan provides for a Redevelopment Trust Fund (the "Trust
Fund") and, as approved by the City and the County, the tax increment revenues generated in the
Redevelopment Area are required to be deposited into the Redevelopment Trust Fund on an annual basis
in accordance with the Act.
:.J
; A~J
13
~
Trust Fund Revenues. Pursuant to the Act, the annual funding of a redevelopment trust fund is
made on each January 1 and is based upon the assessed valuation of taxable real property as of January I
of the previous year. Each taxing authority within the designated redevelopment area, with certain
exceptions, must appropriate and pay into the redevelopment trust fund an amount not less than the
increment in the income, proceeds, revenues, and funds of such taxing authority derived from or held in
connection with the undertaking or carrying out of the redevelopment plan. With respect to the
Redevelopment Area, the only taxing authorities required to make such payments are the City and the
County and the "increment" is that amount equal to 95 % of the difference between:
(1) The amount of ad valorem taxes levied each year by each taxing authority, exclusive
of any amount from any debt service millage, on taxable real property contained within the
geographic boundaries of the Redevelopment Area; and
(2) The amount of ad valorem taxes which would have been produced by the rate upon
which the tax is levied each year by or for that taxing authority, exc lusive of any debt service
millage, upon the assessed valuation of the taxable real property in the Redevelopment Area as
shown on the most recent assessment roll used in connection with the taxation of such property by
each taxing district prior to the effective date of the ordinance establishing the Trust Fund (the
"Base Year").
The resulting incremental increase in ad valorem taxes is used to measure the amount of the
contribution which must be appropriated and contributed by each taxing authority which is required to
make payments. The taxing authorities are not required and calmot be compelled to levy ad valorem taxes
to generate any such increment to make such payments. Under the Act, the statutory obligation of the
taxing authorities to make the required payments to a duly established redevelopment trust fund continues
for so long as a redevelopment agency has outstanding indebtedness secured by tax increment revenues,
but not longer than 30 years after tax increment revenues are first deposited in the redevelopment trust fund
or the redevelopni'ent plan is subsequently amended.
Additionally, the obligation of the governing body which established the redevelopment agency to
fund the redevelopment trust fund annually continues until all loans, advances and indebtedness. if any,
and interest thereon, of a redevelopment agency incurred as a result of redevelopment in a redevelopment
area have been paid.
The payments required to be made by the City and the County are herein called the "Tax Increment
Revenues" and upon receipt for deposit to the Trust Fund constitute the "Trust Fund Revenues." "Net
Trust Fund Revenues" are the Trust Fund Revenues after the deduction of $500,000 per Fiscal Year for
the cost of operation and administration of the Agency relating to the Redevelopment Plan.
Ad Valorem Tax Matters. With respect to the payment of the Series 1998 Bonds, the general
method of fixing millage provides pertinent background for understanding the method of measuring and
calculating the contribution of Tax Increment Revenues required to be made by the City and the County.
Generally, Florida law currently mandates the following procedures in fixing millage rates:
(a) January I of each year is the statutory measurement date used by each county
property appraiser for establishing just value of real property within the county. Real property
improvements or portions thereof not substantially completed on January I are deemed to have no
14
value placed thereon, and substantially completed property as of January 1 is assessed by the
county property appraiser based on its just value.
(b) On or before July 1 of each year, each county property appraiser is required to
complete an assessment of the value of all property located within the county (unless extended for
good cause by the State Department of Revenue). Upon completion of this assessment, the county
property appraiser is required to certify to each taxing authority the taxable value within the
jurisdiction of the taxing authority. This certification includes the just value of new construction.
additions to structures, deletions and property added due to geographic boundary changes
substantially complete as of January 1 of each year.
@ Each taxing authority is required to compute the millage known as the "rolled back
rate." That rate is the rate which, exclusive of (i) new construction, (ii) additions to structures,
(iii) deletions, and (iv) property added due to geographic boundary changes, will provide the same
ad valorem tax revenue for each taxing authority as was levied during the prior year.
(d) Upon preparation of a tentative budget, but prior to adoption thereof, each taxing
authority in addition to computing the "rolled back rate" is required to compute the proposed
millage rate which would be necessary to fund the tentative budget, other than the portion of the
budget to be funded from other than ad valorem taxes. In computing proposed or final millage
rates, each taxing authority utilizes not less than 95 % of the taxable value certified by the county
property appraiser. In establishing the tentative budget and the proposed millage rate the taxing
authority is not bound by the "rolled back rate" and, in accordance with Florida law, may exceed
the "rolled back rate" or may even adopt a tentative budget and proposed millage rate which would
be less than the "rolled back rate. "
(e) Within 35 days of the county property appraiser's certification, each taxing
authority is required to advise the county property appraiser of its proposed millage rate and the
"rolled back rate" and the date and time at which a public hearing will be held to consider the
proposed millage rate and the tentative budget. The county property appraiser uti] izes this
information in preparing the notice of proposed property taxes required to be mailed to property
owners. Additionally, if this information is not provided in a timely fashion as required by the
statute, the taxing authority is prohibited from levying a millage rate greater than the "rolled back
rate" for the upcoming fiscal year.
(t) Each taxing authority is statutorily required to hold a minimum of two public
hearings on the proposed millage rate and tentative budget prior to adopting a final millage rate
and a final budget. At the first public hearing, the taxing authority may amend the tentative budget
and proposed millage rate as it sees fit and adopt a tentative budget and proposed millage rate. At
the second public hearing, the taxing authority may adopt the final budget and final millage rate.
The final budget and final millage rate adopted at the second hearing cannot exceed the tentative
budget and tentative millage rate adopted at the first public hearing. Except as otherwise provided
by statute, no millage rate (exclusive of ad valorem debt service millage) for the county and the
city may annually exceed 10 mills each without voter approval.
It is the final millage rate that is used to calculate the tax increment revenue payments
required to be made to a redevelopment trust fund on or before January 1 of the next year. Fin;.t!
millage rates generally should have been adopted by October 1 of each year, to allow sufficient
time for taxing authorities to calculate the required payment to the redevelopment trust fund allll
15
to submit the same on or before January 1. Pursuant to statute, unless otherwise permitted by law,
final budgets must be adopted by taxing authorities prior to the beginning of a taxing authority's
fiscal year.
State Constitutional Limitation on Increases in Assessed Valuation. On November 3, 1992, the
voters of the State of Florida passed an amendment to Article VII, Section 4 of the Florida Constitution
establishing a limitation of the lesser of 3 % or the increase in the Consumer Price Index during the relevant
year, on the annual increase in assessed valuation of homestead (primary residence) property, except in
the event of a sale thereof during such year, and except as to improvements thereto during such year. The
amendment became effective January 1, 1995. The amendment did not alter any caps on millage rates
otherwise set forth in the Florida Constitution. The Agency estimates that approximately 9 % of the real
property in the Redevelopment Area is currently homestead property. The rest of the real property in the
Redevelopment Area is currently commercial in nature and is not subject to the foregoing limitation on
assessed valuation.
Ad Valorem Tax Abatement. Pursuant to a referendum held on November 4, 1986, the County's
Board of County Commissioners has by ordinance authorized the granting, at the discretion of such Board,
of economic development ad valorem tax exemptions to new and expanding businesses located in areas
designated as enterprise zones under Florida law, including an enterprise zone established in the South
Miami Beach area of the County known as the "South Miami Beach Enterprise Zone." Although no such
tax exemption has been granted with respect to the South Miami Beach Enterprise Zone, a portion of this
enterprise zone overlaps the Redevelopment Area. The City requested the County to exclude the entire
Redevelopment Area from the granting of ad valorem tax exemptions which otherwise may be granted by
the Board of County Commissioners in the South Miami Beach Enterprise Zone. The Board of County
Conunissioners enacted an ordinance on December 14, 1993 which ordinance excludes the Redevelopment
Area from the South Miami Beach Enterprise Zone for ad valorem tax exemption purposes.
Tax Increment Revenues for the Redevelopment Area. The Tax Increment Revenues will be
collected by the Agency pursuant to the Redevelopment Plan, originally adopted in 1993, as further
described herein under the heading "THE AGENCY." The aggregate assessed value of taxable real
property in the Redevelopment Area as of January 1, 1992 (the Base Year), used for determining the
incremental assessed valuation in future years, was $292.572,271. The amount of Tax Increment Revenues
required to be paid into the Redevelopment Trust Fund depends upon (i) the assessed valuation of taxable
real property in the Redevelopment Area as of each January 1, (ii) the incremental increase in such
valuation above the valuation for the Base Year and (iii) the total millage rate levied by the relevant taxing
authorities (the City and the County). All of these factors are beyond the control or prediction of the
Agency. See "RISK FACTORS" herein.
The following table sets forth historical collections of Tax Increment Revenues in the
Redevelopment Area for fiscal years 1993 through 1997. There are certain circumstances that could
adversely affect the realization of the Tax Increment Revenues. See the information under the captions
"RISK FACTORS" herein.
16
Miami Beach Redevelopment Agency
Historical Taxable Real Property and Tax Increment Revenues
City Center Historic Convention Village
Tax Yearl
(F.Y. Ended
Seot 30)
Total
Taxable
Real Prooert\i
Increment of
Taxable
Real Prooerty
Annual
Change in
Taxable Values
County
Milla~e
City
Mlllal:e
County
Payments
vI! 95%
City
Payments
(il; 95%
Total
Tax
Increnl~nt
Basel I 992 $292,572.271
(FY 93)
1993(FY94) 373,316,447 $ 80.744,176 27.6% 7.305 8.238 $ 560.344 $ 631,912 $1.192.256
1994(FY95) 470.779.626 178,207,729 26.1 7.253 7.143 1,227,917 1,209,294 2.437,211
] 995(FY96) 491,677,581 199,105,729 4.4 6.828 7.499 1.291,519 1,418,439 2,709.958
I 996( FY97) 497,342,509 204,771,000 1.2 6.469 7.499 1,258,430 1.458,799 2.717 ,229
1997(FY98) 531,364,583 238,793,000 6.8 6.023 7.499 1,366.338 I, 70 1,173 3,067,51l
Source: City of Miami Beach Finance Department
Application of Trust Fund Revenues
Under the Resolution, the Agency has covenanted to maintain the Trust Fund, which will be held
by the Agency and maintained separately and distinct from all other Agency funds and will be used only
for the purposes and in the manner set forth in the Resolution and in the Act. In each Fiscal Year, the first
$500,000 in Tax Increment Revenues deposited in the Trust Fund during such Fiscal Year shall be set aside
and retained by the Agency for the payment of the Agency's current operating expenses relating to the
Redevelopment Plan (not including Debt Service Requirements on the Bonds). Under the Resolution, the
Agency's anticipated annual collections of Net Trust Fund Revenues must be used in the following order
of priority:
(1) Net Trust Fund Revenues will first be used, immediately upon receipt and to the full
extent required, for deposit into an "Interest Account" established under the Resolution with the
Trustee in such amounts as will be sufficient to pay all interest coming due on the Bonds during
the calendar year of such deposit. However, such deposits for interest will not be required to be
made into the Interest Account to the extent that sufficient amounts are already on deposit therein.
(2) (a) Net Trust Fund Revenues will next be used, immediately upon receipt and to the
full extent required, for deposit into a "Principal Account" established under the Resolution with
the Trustee, in such amounts as will be sufficient to pay the principal amount of all Serial Bonds,
if any, that will mature during the calendar year of such deposit. However, such deposits for
principal will not be required to be made into the Principal Account to the extent that sufficient
amounts are already on deposit therein.
(b) Net Trust Fund Revenues will next be used, to the full extent required, for deposit into
a "Bond Redemption Account" established under the Resolution with the Trustee, in such amounts
as may be necessary to make the mandatory sinking fund redemption payments or payments at
maturity, if any, of any Term Bonds required to be paid during such calendar year.
Amounts in the Bond Redemption Account will be used solely for the purchase or
redemption of the Term Bonds payable therefrom. The Agency may at any time purchase any of
such Term Bonds at prices not greater than the then redemption price of such Term Bonds. If the
Term Bonds are not then redeemable, the Agency may purchase such Term Bonds at prices not
17
greater than the redemption price of such Term Bonds on the next ensuing redemption date. The
Agency will be obligated to use any moneys in the Bond Redemption Account for the redemption
prior to maturity of such Term Bonds in such manner and at such times as the Term Bonds may
be subject to mandatory redemption. If, by the application of moneys in the Bond Redemption
Account, the Agency will purchase or call for redemption in any year Term Bonds in excess of the
applicable payment or redemption requirements for such year, such excess of Term Bonds so
purchased or redeemed will be credited in such manner and at such times as the Executive Director
of the Agency may determine over the remaining payment dates.
(3) Net Trust Fund Revenues will next be used, to the full extent required, and
immediately upon receipt, for deposit into the "Debt Service Reserve Account" established under
the Resolution with the Trustee to make up the difference, if any, between the amount on deposit
in the Debt Service Reserve Account (including any Reserve Account Insurance Policy or Reserve
Account Letter of Credit, as described below) and the aggregate Debt Service Reserve
Requirements (as hereinafter defined) for all outstanding Bonds. However, no payments will be
required to be made into the Debt Service Reserve Account whenever and as long as the amount
deposited therein (including any Reserve Account Insurance Policy or Reserve Account Letter of
Credit in accordance with the Resolution) is equal to the aggregate Debt Service Reserve
Requirement for all outstanding Bonds.
In the event that any amounts are withdrawn from the Debt Service Reserve Account for
payments into the Interest Account, Principal Account or Bond Redemption Account, such
withdrawals will be subsequently restored in the manner described in the previous paragraph from
the first Net Trust Fund Revenues or other available funds after all required payments have been
made into the Interest Account, Principal Account and Bond Redemption Account, including any
deficiencies for prior payments, unless and to the extent the aggregate Debt Service Reserve
Requirement is otherwise restored by available Supplemental Revenues, as further described herein
under {he subheading" Supplemental Revenues," or by the reinstatement of the maximum limits
of a Reserve Account Insurance Policy or Reserve Account Letter of Credit.
(4) Net Trust Fund Revenues will next be used for the payment of any obligations issued
by the Agency pursuant to the Resolution which obligations are payable from Net Trust Fund
Revenues on a subordinated basis to the Bonds.
(5) After making all required deposits and satisfactions of any and all deficiencies or other
obligations owed under the preceding paragraphs (1) through (4), the balance of any Net Trust
Fund Revenues may then be used by the Agency for any other lawful purpose, including payment
of any fees and expenses of the Fiduciaries.
For further information regarding the application of Tax Increment Revenues and Net Trust Fund
Revenues, see "Appendix B, "THE RESOLUTION NO."
Supplemental Revenues
Generally. Because the Net Trust Fund Revenues initially will not be sufficient to pay the principal
of and interest on the Bonds, the City has, under the provisions of the Supplemental Revenues Resolution,
pledged the Supplemental Revenues. The pledge of and lien on the Supplemental Revenues is subordinate
to the lien on the proceeds of the Resort Tax in favor of the holders of the Resort Tax Bonds, and is on a
parity with the Series 1993 Bonds, the Series 1996A Bonds and the Series 1996B Bonds. Until the pledge
18
of the Supplemental Revenues is released, the City has covenanted in the Supplemental Revenues
Resolution not to issue any additional obligations payable from the proceeds of the Resort Tax which would
be senior in right to the lien in favor of the Holders of the Bonds, except for refunding bonds provided
certain conditions are met. Under certain conditions the City may issue additional obligations secured by
the Supplemental Revenues on a parity with the lien thereon in favor of the Holders of the Bonds. The
form of the City Resolution No. 94-21008 pledging the Supplemental Revenues is included herein as
Appendix C.
The Resort Tax Generally. Pursuant to the Resort Tax Act, the City Charter and City Ordinance
1727, as amended, codified as Chapter 41, Article V of the City Code, the City imposes, levies and
collects a resort tax of two percent (2 %) upon rentals of rooms in any hotel. motel, apartment house or
rooming house within the City (subject to the exceptions described below) and upon the sale price of all
items of food or beverages sold at retail or alcoholic beverages for consumption on the premises of any
place of business within the City required by law to be licensed by the state Division of Hotels and
Restaurants (the "Resort Tax"). The City Code and the Resort Tax Act provide the following exemptions
from imposition of the Resort Tax: (a) federal, state and city governments, or any agency thereof; (b) any
non-profit religious, educational or charitable institution when engaged in carrying on customary non-profit
activities; @ rents paid by a lessee with a written lease for a term longer than six months; (d) school lunches
and hospital meals and rooms; (e) all premises and transactions exempted under state law from the
imposition of the state sales tax on transient rentals; CO transactions of less than fifty cents; and (g) sales
of food or beverages delivered to a person's home under a contract providing for deliveries on a regular
schedule when the price of each meal is less than ten dollars. The City estimates that the exempted
transactions aggregate approximately eight percent (8 %) of all transactions that would otherwise be subject
to the Resort Tax. Under the Resort Tax Act, the funds from the collection of the Resort Tax may be used
for the following purposes only: creation and maintenance of convention and publicity bureaus, cultural
and art centers, enhancement of tourism, publicity and advertising purposes, and for future costs, purchase,
building, designing, engineering, planning, repairing, reconditioning, altering, expanding, maintaining,
servicing and otherwtse operating auditoriums, community houses, convention halls, convention buildings
or structures, and other related purposes, including relief from ad valorem taxes theretofore levied for such
purposes.
In November 1992, an increase of one percent (l %) in the Resort Tax levied upon room rents
passed upon affirmative vote of the electorate, which increase became effective on October I, 1996.
Subject to the rights of the holders of the Resort Tax Bonds and the Bondholders (which includes the Series
1998 Bonds) whose lien on the Resort Tax revenues is subordinate to the I ien of the holders of the Resort
Tax Bonds, such increase is to be used (A) 50 % for public incentives for a convention center hotel
development, and upon retirement of all debt related thereto, as in (B) below, and (B) 50 % for promotion
of tourism related activities and facilities.
The City has agreed in the Resort Tax Bond Resolution that so long as any of the principal of or
interest on the bonds issued thereunder remains unpaid, it will not repeal Ordinance 1727, reduce the rate
of the Resort Tax, or amend or modify Ordinance 1727 so as to impair or adversely affect the powers and
obligation of the City to levy and collect the Resort Tax or adversely affect the pledge of the Resort Tax
revenues and other funds pledged to pay the principal of and interest on the bonds issued under the Resort
Tax Bond Resolution. The Resort Tax Bond Resolution provides for the application of the Resort Tax to
the payment of the outstanding bonds issued under the Resort Tax Bond Resolution, as well as the payment
of subordinated indebtedness (including the Bonds).
19
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Pursuant to ordinances of the City which are codified as Chapter 41. Article VI of the City Code,
but subject to the prior rights of holders of bonds secured by the Resort Tax revenues, including the Series
1998 Bonds, the City is required to allocate and appropriate to the Miami Beach Visitor and Convention
Authority (the" Authority") fifty percent (50 %) of the Resort Tax revenues (but not including any Resort
Tax revenues attributable to the one percent (1 %) increase described above), net of a collection fee to the
City of 4% of all Resort Tax revenues; provided, however, that the City's obligations to the Authority are
deemed satisfied to the extent of payments made by the City to the Greater Miami Convention and Visitors
Bureau (the "Bureau") under the Interlocal Agreement described below.
Pursuant to an Interlocal Agreement among the City, the County, the City of Miami, Florida, the
Village of Bal Harbour, Florida, and the Bureau, the City is required to annually contribute to the Bureau
the lesser of (1) 50% of the net revenues collected from the City's Resort Tax, less $250,000 annually for
special events and net of a collection fee to the City of 4 % of all Resort Tax revenues, or (2) the net
revenues collected from the Resort Tax, less any and all payments required under any resolutions or
ordinances pursuant to which bonds or other indebtedness of the City are issued which are secured by the
Resort Tax, and less $250,000 annually for special events, and net of a collection fee to the City of 4 %
of all Resort Tax revenues. In the event the City determines that the allocation of Resort Tax revenues to
the Bureau would impair the City's obligations with respect to any bonds, the City is required to
appropriate to the Bureau an alternative revenue source equal to the Resort Tax revenues that would
otherwise have been required to be paid to the Bureau. The Supplemental Revenues Resolution determines
that the obligations of the City under the Supplemental Revenues Resolution constitute other indebtedness
of the City which is secured by the Resort Tax and therefore entitled to priority in payment to the amounts
required to be contributed to the Bureau.
Additionally, until the pledge of the Supplemental Revenues is released, the City has covenanted
in the Supplemental Revenues Resolution not to issue any additional obligations secured by a lien on and
pledge of the Resort Tax revenues, which pledge and lien would be senior in right to the Holders of the
Bonds, excepl for refunding bonds, provided certain conditions are met.
Pledge of Supplemental Revenues. If. on the first day of February in each Fiscal Year the
amounts on deposit in any of the accounts in the Sinking Fund are less than the amounts required to be
deposited therein during the current calendar year, the Trustee shall immediately notify the City of the
deficiency and the City shall be obligated to transfer to the Trustee, in accordance with the timing
requirements of the Supplemental Revenues Resolution, for deposit in the applicable accounts in the
Sinking Fund, Supplemental Revenues in an amount which shall be sufficient, together with the amounts
then on deposit therein, to pay all interest and principal (including Amortization Requirements) payable
on the Bonds during the then current calendar year, as the same is due and payable, and to fund such
deficiency in the Debt Service Reserve Account by the last day of such calendar year. See" Append ix C -
CITY RESOLUTION NO. 94-21008."
'i'~
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The City has covenanted and agreed in the Supplemental Revenues Resolution that it will not repeal
any ordinance by which the Resort Tax is levied and will not reduce the rate of the Resort Tax, or amend.
modify or substitute, in any manner any ordinance so as to impair or adversely affect the power and
obligation of the City to levy and collect the Resort Tax or the application of the Supplemental Revenues,
and the City is unconditionally and irrevocably obligated, as long as the pledge and lien on the
Supplemental Revenues created by the Supplemental Revenues Resolution is in effect. to levy and collect
the Resort Tax at not less than the rate now heing levied hy the City,
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20
Nothing in the Supplemental Revenues Resolution constitutes or shall be construed as a pledge of
the City's ad valorem taxing power or of its full faith and credit, and the Supplemental Revenues
Resolution represents a limited obligation of the City payable solely from the Supplemental Revenues
pledged thereunder.
Additionally, the City covenants in the Supplemental Revenues Resolution not to issue any
additional revenue bonds under the Resort Tax Bond Resolution which revenue bonds would be secured
by a lien on the Resort Tax revenues which is senior to the lien thereon created under the Supplemental
Revenues Resolution, except for refunding bonds provided that the Finance Director of the City certifies
that the maximum annual debt service of all senior lien bonds outstanding under the Resort Tax Resolution
after the refunding will not be increased.
Release of Supplemental Revenues. Notwithstanding anything to the contrary contained in the
Resolution, the City's obligation to transfer Supplemental Revenues to the Trustee shall terminate and the
pledge of and lien on the Supplemental Revenues under the Supplemental Revenues Resolution and the
Resolution shall be released and extinguished upon the happening of the following conditions:
(1) the Net Trust Fund Revenues (not including any portion thereof which may be
attributable to investment earnings) for each of the immediately preceding two Fiscal Years, as
certified by a certified public accountant in a certificate delivered to the Trustee, shall have been
at least equal to one hundred seventy-five percent (175 %) of the Maximum Annual Debt Serv ice
on all Bonds then outstanding.
(2) The Agency shall cause notice that the lien upon and pledge of the Supplemental
Revenues has been released and extinguished to be mailed to the Registered Owners of the Bonds,
to each rating agency maintaining a rating on the Bonds and the issuer of any Credit Facility or
Liquidity Facility. See "RISK FACTORS" herein.
Additional Obligations Payable From Supplemental Revenues. The City further covenants in the
Supplemental Revenues Resolution that so long as the pledge of and lien on the Supplemental Revenues
is in effect it will not issue bonds or incur obligations (other than paymem obligations under the
Supplemental Revenues Resolution) payable on a parity with the Bonds from the Supplemental Revenues
(the "Supplemental Revenues Bonds") unless:
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(1) The Supplemental Revenues received by the City during the immediately
preceding Fiscal Year, as certified by an independent certified public accountant, were at
least equal to 175 % of (A) the Maximum Annual Debt Service on (i) all Bonds issued and
then Outstanding under the Resolution, (ii) in accordance with the next succeeding
paragraph, any Supplemental Revenues Bonds issued and then Outstanding and (iii) in
accordance with the next succeeding paragraph, the additional Supplemental Revenues
Bonds then proposed to be issued, less (B) the Net Trust Revenues applied in such
preceding Fiscal Year to the payment of principal of and interest on the Bonds.
(2) The City need not comply with subparagraph (1) above in the issuance of
Supplemental Revenues Bonds if ancl to the extent that the Supplemental Revenues Bonds
to be issued are refunding Supplemental Revenues Bonds, that is, delivered in lieu of or
in substitution for Supplemental Revenues Bonds previously issued, if the City causes to
be delivered to the Trustee a certificate of the Finance Director of the City setting forth
(i) the Maximum Annual Debt Service (A) with respect to the Bonds and, in accordance
21
with the next succeeding paragraph, the Supplemental Revenues Bonds, in each case
Outstanding immediately prior to the date of delivery of such refunding bonds and (B) with
respect to the Bonds, and in accordance with the next succeeding paragraph, the
Supplemental Revenues Bonds, in each case to be Outstanding immediately thereafter, and
(ii) that the Maximum Annual Debt Service set forth pursuant to (B) above is no greater
than that set forth pursuant to (A) above.
For purposes of subparagraphs (1) and (2) above, Supplemental Revenues Bonds are deemed
"Outstanding" and are included in "Debt Service Requirement" and "Maximum Annual Debt Service"
therein based upon the same rules applicable to Bonds under the Resolution.
Nothing contained in the Supplemental Revenue Resolution will restrict, prohibit or limit the ability
or right of the City to issue bonds or incur other obligations payable from the Supplemental Revenues, or
create or cause to be created debts, lien, pledges, assignments, encumbrances and other charges upon the
Supplemental Revenues, which is each case are junior, inferior and subordinate in all respects to tbe Bonds
and any Supplemental Revenues Bonds as to lien on and source and security for payment from the
Supplemental Revenues and in all other respects.
Historical Resort Tax Collections. The table on the following page sets forth the City's Resort Tax
collections from October, 1992 through September 30, 1997 and for the eight months ending May 31.
1998.
[THIS SPACE INTENTIONALLY LEFT BLANK].
22
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Debt Service Reserve Account
General
The Resolution establishes a Debt Service Reserve Account into which there is required to be
deposited or transferred:
(1) All proceeds of the Bonds required to be deposited into the Debt Service Reserve
Account by the terms of the Resolution or any supplemental resolution;
(2) All amounts required to be transferred to the Debt Service Reserve Account under the
Resolution; and
(3) Any other available money or security which the Agency may determine to deposit
into the Debt Service Reserve Account.
The Resolution provides that the Agency will maintain in the Debt Service Reserve Account at all
times from available revenues an amount (the "Reserve Account Requirement") equal to the least of
(i) maximum ammal debt service due on all Bonds outstanding in any Fiscal Year of the Agency, (ii) 125 %
of the Average Annual Debt Service due on all Bonds outstanding, or (iii) 10 % of the proceeds of the
Bonds, as defined in the Internal Revenue Code of 1986, as amended (the "Code"). In lieu of or in
substitution for all or a portion of any required cash amounts in or deposits into the Debt Service Reserve
Account, the Resolution permits the Agency to cause to be deposited into the Debt Service Reserve
Account a Reserve Account Insurance Policy or Reserve Account Letter of Credit. See "Appendix B --
THE RESOLUTION."
On the date of issuance of the Series 1998 Bonds, the Reserve Account Requirement will equal
$9,079,234.50. In order to meet the Reserve Account Requirement, on such date there will be on deposit
in the Debt Service Reserve Account cash in the amount of $1,766,996.25 and a Reserve Account
Insurance Policy (the "Series 1998 Reserve Account Insurance Policy") in the amount of $7,312,238.25,
as described below under "Series J 998 Reserve Account Insurance Policy."
Except as otherwise provided in the Resolution, amounts in the Debt Service Reserve Account will
be used only for the purpose of making payments of principal and interest on Bonds when amounts in the
Trust Fund or other available funds or accounts under the Resolution are insufficient for such purpose.
The Resolution further provides that, for purposes of computing amounts in the Debt Service Reserve
Account, the Debt Service Reserve Account will be valued on the first day of each Fiscal Year and the
investments in such Account will be valued at the lower of par or, if purchased at other than par, amonized
value. The Debt Service Reserve Account will secure the Series 1998 Bonds, the Series 1996A Bonds,
the Series 1996B Bonds and the Series 1993 Bonds, as well as any additional parity Bonds issued after the
issuance of the Series 1998 Bonds.
Series 1998 Reserve Account Insurance Policy
The following describes the Series 1998 Reserve Account Insurance Policy, which is being issued
by MBIA Insurance Corporation ("t-.1BIA" or the "Insurer").
Application has been made to MBIA for a commitment to issue the Series 1998 Reserve Account
Insurance Policy. The Series 1998 Reserve Account Insurance Policy will provide that upon notice from
24
the Paying Agent to MBIA to the effect that insufficient amounts are on deposit in the Sinking Fund to pay
the principal of (at maturity or pursuant to mandatory redemption requirements) and interest on the Bonds,
MBIA will promptly deposit with the Paying Agent an amount sufficient to pay the principal of and interest
on the Bonds or the available amount of the Series 1998 Reserve Account Insurance Policy, whichever is
less. Upon the later of: (i) three (3) days after receipt by MBIA of a Demand for Payment in the form
attached to the Series 1998 Reserve Account Insurance Policy, duly executed by the Paying Agent; or (ii)
the payment date of the Bonds as specified in the Demand for Payment presented by the Paying Agent to
MBIA, MBIA will make a deposit of funds in an account with State Street Bank and Trust Company,
N.A., in New York, New York, or its successor, sufficient for the payment to the Paying Agent, of
amounts which are then due to the Paying Agent (as specified in the Demand for Payment) subject to the
Surety Bond Coverage (as defined in the Series 1998 Reserve Account Insurance Policy).
The available amount of the Series 1998 Reserve Account Insurance Policy is the initial face
amount of the Series 1998 Reserve Account Insurance Policy less the amount of any previous deposits by
MBIA with the Paying Agent which have not been reimbursed by the Agency. The Agency and MB!A
will enter into a Financial Guaranty Agreement dated as of the date of issuance of the Series 1998 Bonds
(the "Agreement"). Pursuant to the Agreement, the Agency is required to reimburse MBIA, within one
year of any deposit, the amount of such deposit made by MBIA with the Paying Agent under the Series
1998 Reserve Account Insurance Policy, together with interest thereon. Such reimbursement shall be made
only after all required deposits to the Sinking Fund (other than the Debt Service Reserve Account) have
been made. As security for the payment obligations under the Agreement, the Agency and the City have
granted to MBIA a lien upon the Pledged Funds, subordinate to the lien thereon for the benefit of
Bondholders, credit providers and liquidity providers.
The Series 1998 Reserve Account Insurance Policy will be held by the Paying Agent in the Debt
Service Reserve Account and is provided as an alternative to the Agency depositing funds equal to a
portion of the Reserve Account Requirement for outstanding Bonds. The Series 1998 Reserve Account
Insurance Policy w'ill be issued in the face amount of $7,312,238.25, which together with the cash on
deposit in the Debt Service Reserve Account, will equal the Reserve Account Requirement for all
Outstanding Bonds as of the date of delivery of the Series 1998 Bonds. The premium for the Series 1998
Reserve Account Insurance Policy will be fully paid by the Agency at the time of delivery of the Series
1998 Bonds.
Additional Parity Bonds
The Agency may issue additional Bonds pursuant to the Resolution on a parity as to payment from
and lien on the Pledged Funds with the Bonds. Proceeds of such additional Bonds may be used for any
purposes which are authorized pursuant to the Act. However, additional Bonds may be issued only upon
compliance with the following conditions:
(I) The Agency must be current in all deposits required to be made into the various funds
and accounts and all payments theretofore required to have been deposited or made by it under the
provisions of the Resolution, and the Agency must be currently in compliance with the covenants
and provisions of the Resolution and any supplemental resolution thereafter adopted for the
issuance of additional Bonds unless, upon the issuance of such additional Bonds, the Agency will
be in compliance with all such covenants and provisions.
(2) The amount of the Net Trust Fund Revenues (not including any portion thereof which
may be attributable to investment earnings thereon) received by the Agency and the Supplemental
25
Revenues received by the City, each during the immediately preceding Fiscal Year, as certified
by an independent certified public accountant, were at least equal to 175 % of the Ivlaximum
Alillual Debt Service requirements on (i) the outstanding Series 1993 Bonds, (ii) any outstanding
additional parity Bonds, including the Series 1996A Bonds, the Series 1996B Bonds and the Series
1998 Bonds, and (iii) the additional parity Bonds then proposed to be issued, and (iv) in accordance
with the next succeeding paragraph, any Supplemental Revenues Bonds issued and then
Outstanding; provided, however, that upon the release of the lien and pledge of the Supplemental
Revenues, (A) "175%" above shall be replaced with "150%," and (B) the foregoing calculations
will be based solely on Net Trust Fund Revenues and will not include Supplemental Revenues
Bonds.
(3) The Agency need not comply with paragraph (2) above in the issuance of additional
parity Bonds if and to the extent the Bonds to be issued are refunding Bonds to be delivered in lieu
of or in substitution for Bonds originally issued under the Resolution or previously issued
additional parity Bonds, if the Agency causes to be delivered to the Trustee a certificate of its
Executive Director setting forth (i) the Maximum Annual Debt Service (A) with respect to all
Bonds and, in accordance with the next succeeding paragraph, the Supplemental Revenues Bonds
in each case Outstanding immediately prior to the date of authentication and delivery of such
refunding Bonds, and (B) with respect to all Bonds and, in accordance with the next succeeding
paragraph, the Supplemental Revenues Bonds in each case to be outstanding immediately
thereafter, and (ii) that the Maximum AlUlLlal Debt Service set forth pursuant to (B) above will be
no greater than those set forth pursuant to (A) above; provided, however, that upon the release of
the lien and pledge of the Supplemental Revenues, as provided in the Resolution, the foregoing
calculations will not include the Supplemental Revenues Bonds.
For purposes of the subparagraphs numbered 2 and 3 above, Supplemental Revenues Bonds shall
be deemed "Outstanding" and shall be included in "Debt Service Requirement" and "Maximum Annual
Debt Service" th~ein based upon the same rules applicable to Bonds under the Resolution.
The Series 1998 Bonds are being issued as additional Bonds in accordance with the provisions of
clauses (1) and (2) above.
In addition, the Agency may issue obligations payable from Tax Increment Revenues on a
subordinate basis to the Bonds without meeting the foregoing conditions.
Investment of Funds
Amounts held in the Trust Fund, Interest Account, Principal Account, Bond Redemption Account
and Costs of Issuance Fund may be invested and reinvested only in Permitted Investments maturing not
later than the date on which the moneys therein will be needed. Permitted Investmems in the Debt Service
Reserve Account must mature not later than the final maturity date of the Bonds. Investment earnings on
Permitted Investments in the Debt Service Reserve Account must be retained therein to the extent necessary
to maintain the Debt Service Reserve Account at the level equal to the Reserve Account Requirement, or
if in excess of the Reserve Account Requirement, must be transferred to the Interest Account. the Principal
Account, or the Bond Redemption Account in the Sinking Fund. Earnings on moneys in the other accounts
in the Sinking Fund are required to remain on deposit in the Sinking Fund.
26
Pooling of Money in Funds and Accounts
Cash and Permitted Investments required to be accounted for in each of the funds and accounts
established by the Resolution (except the Rebate Fund) may be deposited in a single bank account, provided
that accounting records, prepared in accordance with generally accepted accounting principles as applied
to government entities, are maintained to reflect control or restricted allocation of the moneys therein for
the various purposes of such funds and accoums.
MUNICIPAL BOND INSURANCE
General
Payment of the scheduled principal of and interest on the corresponding Series of the Series 1998
Bonds when due will be guaranteed by two separate financial guaranty insurance policies (collectively, the
"Policy") to be issued by MBIA simultaneously with the delivery of the Series 1998 Bonds. For a
discussion of the terms and provisions of the Policy, including the Policy's limitations, see "The Policy"
below and Appendix F hereto.
In connection with the issuance of the Policy and the Series 1998 Reserve Account Insurance
Policy, MBIA has been granted certain rights and the Agency has agreed to deliver certain documents and
notices to MBIA. Among the rights granted MBIA is the right to be treated as the Holder of all the Series
1998 Bonds, in lieu of the registered owners of the Series 1998 Bonds, for purposes of (i) conseming to
the adoption of any supplemental resolution pursuant to the Resolution which requires the consent of
Holders of the Bonds and (ii) exercising any rights and remedies granted to the Holders of the Series 1998
Bonds under the Resolution upon the occurrence of a default thereunder. Reference is hereby made to
Appendix B for the covenants for the benefit of MBIA. By purchasing the Series 1998 Bonds, the owners
thereof, on their own behalf and on behalf of all subsequent owners of the Series 1998 Bonds, will have
consented to such 'covenants for the benefit of META.
The Policy
The following information has been furnished by META for use in this Official Statement.
MBIA's municipal bond insurance policy (the "Policy") unconditionally and irrevocably guarantees
the full and complete payment required to be made by or on behalf of the Agency to the Paying Agent or
its successor of an amount equal to (1) the principal or (either at the stated maturity or by an advancement
of maturity pursuant to a mandatory sinking fund payment) and interest on, the Series 1998 Bonds as such
payments shall become due but shall not be so paid (except that in the event of any acceleration of the due
date of such principal by reason of mandatory or optional redemption or acceleration resulting from default
or otherwise, other than any advancement of marurity pursuant to a mandatory sinking fund paymenr, the
payments guaranteed by MBlA's Policy shall be made in such amounts and at such times as such paymems
of principal would have been due had there not been any such acceleration); and (2) the reimbursement of
any such payment which is subsequently recovered from any owner of the Series 1998 Bonds pursllam to
a final judgment by a court of competent jurisdiction that such payment constitutes an avoidable preference
to such owner within the meaning of any applicable bankruptcy law (a "Preference").
MBIA's policy does not insure against loss of any prepayment premium which may at any time be
payable with respect to any Series 1998 Bond. MBlA' s Policy does not, under any circumstance, insure
against loss relating to: (1) optional or mandatory redemptions (other than mandatory sinking fund
27
redemptions) (2) any payments to be made on an accelerated basis; (3) payments of the purchase price of
1998 Bonds upon tender of any owner thereof; or (4) any preference relating to (1) through (3) above.
MBIA's policy also does not insure against nonpayment of principal of or interest on the Series 1998 Bonds
resulting from the insolvency, negligence or any other act or omission of the Paying Agent or any other
paying agent for the Series 1998 Bonds.
Upon receipt of telephonic or telegraphic notice, such notice subsequently confirmed in writing
by registered or certified mail, or upon receipt of written notice by registered or certified mail, by MBIA
from the Paying Agent or any owner of a Series 1998 Bond the payment of an insured amount for which
is then due, that such required payment has not been made, MBIA on the due date of such payment or
within one business day after receipt of notice of such nonpayment, whichever is later, will make a deposit
of funds, in an account with State Street Bank and Trust Company, N.A., in New York, New York, or
its successor, sufficient for the payment of any such insured amounts which are then due. Upon
presentment and surrender of such Series 1998 Bonds or presentments of such other proof of ownership
of the Series 1998 Bonds, together with any appropriate instruments of assignment to evidence the
assignment of the insured amounts due on the Series 1998 Bonds as are paid by MBIA, and appropriate
instruments to effect the appointment of MBIA as agent for such owners of the 1998 Bonds in any legal
proceedings related to payment of insured amounts on the Series 1998 Bonds, such instruments being in
a form satisfactory to State Street Bank and Trust Company, N. A., State Street Bank and Trust Company,
N .A. shall disburse to such owners or the Paying Agent payment of the insured amounts due on such
Series 1998 Bonds, less any amount held by the Paying Agent for the payment of such insured amounts
and legally available therefor.
MBIA is the principal operating subsidiary of MBIA Inc., a New York Stock Exchange listed
company (the "Company"). The Company is domiciled in the State of New York and licensed to do
business in, and subject to regulation under the laws of, all 50 states, the Agency of Columbia, the
Commonwealth of Puerto Rico, the Commonwealth of the Northern Mariana Islands, the Virgin Islands
of the United States and the Territory of Guam. MBIA has two European branches, one in the Republic
of France and the other in the Kingdom of Spain. New York has laws prescribing minimum capital
requirements, limiting classes and concentrations of investments and requiring the approval of policy rates
and forms. State laws also regulate the amount of both the aggregate and individual risks that may be
insured, the payment of dividends by MBIA, changes in control and transactions among affiliates.
Additionally, MBIA is required to maintain contingency reserves on its liabilities in certain amounts and
for certain periods of time.
Effective February 17, 1998 the Company acquired all of the outstanding stock of Capital
Markets Assurance Corporation ("CMAC") through a merger with its parent, CapMAC Holdings Inc.
Pursuant to a reinsurance agreement, CMAC has ceded all of its net insured risks (including any amounts
due but unpaid from third party reinsurers), as well as its unearned premiums and contingency reserves
to MBIA. The Company is not obligated to pay the debts of or claims against CMAC.
As of December 31,1997, MBIA had admitted assets of $5.3 billion (audited), total liabilities of
$3.5 billion (audited), and total capital and surplus of $1. 8 billion (audited) detemlined in accordance with
statutory accounting practices prescribed or permitted by insurance regulatory authorities. As of March
31, 1998, MBIA had admitted assets of $5.4 billion (unaudited), total liabilities of $3.6 billion (unaudited),
and total capital and surplus of $1.8 billion (unaudited) determined in accordance with statutory accounting
practices prescribed or permitted by insurance regulatory authorities.
28
Copies of MBIA 's year end financial statements prepared in accordance with statutory accounting
practices are available without charge from MBIA. A copy of the Annual Report on Form 10-K of the
Company is available from MBIA or the Securities and Exchange Commission. The address of MBIA
is 113 King Street, Armonk, New York 10504. The telephone number of MBIA is (914) 273-4545.
Moody's Investors Service rates the claims-paying ability of MBIA "AAA".
Standard & Poor's Ratings Services, a division of The McGraw Hill Companies, Inc., rates the
claims-paying ability of MBIA "AAA".
Fitch IBCA, Inc. (formerly known as Fitch Investors Service, L.P.), rates the claims paying ability
of MBIA "AAA".
Each rating of MBIA should be evaluated independently. The ratings reflect the respective rating
agency's current assessment of the creditworthiness of MBIA and its ability to pay claims on its policies
of insurance. Any further explanation as to the significance of the above ratings may be obtained ollly
from the applicable rating agency.
The above ratings are not recommendations to buy, sell or hold the Series 1998 Bonds, and such
ratings may be subject to revision or withdrawal at any time by the rating agencies. Any downward
revision or withdrawal of any of the above ratings may have an adverse effect on the market price of the
Series 1998 Bonds. MBIA does not guarantee the market price of the Series 1998 Bonds nor does it
guarantee that the ratings on the Series 1998 Bonds will not be revised or withdrawn.
The insurance provided by the Policy is not covered by the Florida Insurance Guaranty Association
created under Chapter 631, Florida Statutes.
THE AGENCY
Generally
The Agency is a public body corporate and politic, and a public instrumentality, created by the City
in 1976, pursuant to the Act, in order to pursue a program of community redevelopment within the
designated portions of the City as permitted by the Act. The primary objective is to foster development
and redevelopment in certain designated areas within the City utilizing appropriate private and public
resources to eliminate and prevent the development and spread of blighted conditions in the designated
area. For general information regarding the City and the County, see Appendix A hereto.
The Redevelopment Plan
On February 12, 1993 the Agency approved a redevelopment plan for the revitalization of the area
surrounding the Miami Beach Convention Center and Lillcoln Road and to foster the development of a
convention hotel and necessary linkages to the Miami Beach Convention Center. The Redevelopment Area
(known as the City Center/Historic Convention Village Redevelopment and Revitalization Area) is located
partly within and partly adjacent to the City's Art Deco District, and covers approximately 50 city blocks,
containing approximately 332 acres of land, of which 29 percent is currently occupied by public space and
71 percent by private use. The Redevelopment Area is bounded generally by Fourteenth Lane to the south,
Twenty-Fourth Street to the north, the Atlantic Ocean to the east and West Avenue to the west. The area
29
includes the Lincoln Road Mall, the Miami Beach Convention Center and the Jackie Gleason Theater of
the Performing Arts.
The Redevelopment Area is the second area within the City to be designated for redevelopment
by the Agency, the first of which includes the redevelopment of the South Shore area of the City in the
redevelopment area known as South Pointe.
Management of the Agency
Since 1982, the City Commission has constituted the Agency, with the City Commissioners sitting
as the Agency members. Sergio Rodriguez is the Executive Director of the Agency. The current members
of the Agency are as follows:
Name
Title
Term Expiration(l)
Neisen Kasdin{2}
Nancy Liebman
Simon Cruz
David Dermer
Susan Gottlieb
Martin Shapiro
Jose Smith
Chairman
Vice Chairman())
Commissioner
Commissioner
Commissioner
Commissioner
Commissioner
November 1999
November 2001
November 1999
November 2001
November 1999
November 1999
November 2001
(I) Expiration of Mayor and City Commission Terms
(2) Mayor, City of Miami Beach
()) Position of Vice Chairman rotates every four months.
The City Manager acts as Executive Director of the Agency. Sergio Rodriguez was appointed City
Manager of Miami Beach effective January 4, 1998. Prior to his appointment, Mr. Rodriguez served as
Deputy City Manager (commencing August, 1995) and as the Assistant City Manager of the City of Miami
(from 1987 through 1995). He received a B.A. degree from the University of Florida and a M.A. degree
from the University of North Carolina at Chapel Hill.
Fiscal Matters
The Agency's financial statements are reported separately from the City's. Pursuant to the Act,
the Agency is required to provide for an independent financial audit of the redevelopment trust funds each
fiscal year and a report of such audit. The Agency is also required to submit by March 31 of each year
an annual report to the Florida Auditor General. which includes a complete financial report.
According to the most recent audited financial statements of the Agency (fiscal year ended
September 30, 1997), the Agency's accounts are organized on the basis of funds and account groups, each
of which are considered a separate accounting entity. The operations of each fund are accounted for with
a separate set of self-balancing accounts that comprise its assets, liabilities, fund equity, revenues and
expenditures, as appropriate. The modified accmal basis of accounting is used for all Governmental Fund
Types and the Expendable Tmst Fund. Modifications from the accrual basis to present the modified
accrual basis are as follows:
30
-
1. Revenues are recognized when they become both measurable and available to finance
expenditures of the current period. Property taxes and intergovernmental revenues are the
significant revenue sources considered susceptible to accrual.
2. Purchases of capital assets providing future benefits are considered expenditures and are
accounted for in the General Fixed Assets Account Group.
3. Interest on general long-term indebtedness in not accrued but is recorded as an expenditure
on its due date.
Assessed Valuations
In the Redevelopment Area the aggregate assessed value of taxable real property in the
Redevelopment Area as of January 1, 1992 (the Base Year), used for determining the incremental assessed
valuation in future years, was $292,572,271. The aggregate assessed value of taxable real property in the
Redevelopment Area as of January I, 1997 was $531,364,583.
Ten Largest Assessed Valuations
Within the City Center/Historic Convention Village
Redevelopment District
1997
Owner
Roney Plaza Associates, Ltd.
Oceanside Resorts, Inc.
De Lido Inc.
Beach Hotel Assoc. Ltd.
Partnership
Lincoln Road Associates
Uccello Inunobilien
Florida Resort Management
Phillips South Beach Ltd.
Ritz-Plaza Hotel Corp.
Paul M. Kasden
Type of Property
Assessed Value
Apartments
Holiday Inn Oceanside
De Lido Hotel
S 46,500,000
14,162,994
I 1,250,000
Delano Hotel
Office Building
Office Building
National Hotel
Shore Club Hotel
Ritz-Plaza Hotel
Days Inn Hotel
10,750,000
8,384,590
8,138,477
7,650,000
6,328,000
6,122,800
5 882.000
Total (Representing 23.6% of Total Assessed Value
of the Redevelopment Area as of January I, 1997)
$l12..168.861
THE PROJECT
In February, 1993, the City Center/Historic Convention Village Redevelopment and Revitalization
Area was officially established by the adoption of the Redevelopment Plan. The Redevelopment Plan was
the result of the combined efforts of the City. the County and the State of Florida. The Redevelopment
Plan represents the effort and commitment of the City to eliminate blight and foster the development of
convention quality hotels and ancillary commercial facilities, as well as necessary linkages to the Miami
Beach Convention Center. The Redevelopment Area includes propet1ies listed in the National Register of
Historic Places. The Redevelopment Plan includes the criteria for a "Historic Convention Village" concept
31
which recognizes the scale of the neighborhood and integrates existing hotels' historic structures with
compatible new hotel development.
Pursuant to the Act and the Redevelopment Plan, the Agency may purchase, lease, obtain options
upon, acquire by gift, grant or bequest or any other means, or acquire by eminent domain, any real or
personal property, any interest in property, and any improvements thereon, within the Redevelopment Area
whenever such action is necessary in order to achieve the purposes of the Redevelopment Plan.
The Series 1998A Project consists of the following:
1. Completion of development and construction of certain public areas of the Loews Miami
Beach Hotel located in the Redevelopment Area at 1601 Collins Avenue.
2. Completion of development and construction of a public parking garage located in the
Redevelopment Area between Washington A venue and Collins A venue proximate to 16th Street.
3. Acquisition of property for the development and construction of the Royal Palm Crowne
Plaza Resort Hotel to be located in the Redevelopment Area at 15th Street and Collins Avenue.
4. Acquisition of property for and development and construction of a portion of the cultural
center facilities to be located in the Redevelopment Area between 20th Street and 23rd Street, proximate
to Collins Avenue, consisting of Collins Park, a regional library facility, the Miami City Ballet building
and a public parking garage.
The Series 1998A Project will also include repayment of that portion of an interim loan
from the City (the "City Loan") relating to the Series 1998A Project, which City Loan was made to fund
a portion of the Series 1998A Project and the Series 1998B Project.
The Series 1998B Project consists of the following:
1. Acquisition of property for and development and construction of a portion of the cultural
center facilities to be located in the Redevelopment Area between 20th Street and 23rd Street, proximate
to Collins Avenue, consisting of Collins Park, a regional library facility, the Miami City Ballet building
and a public parking garage.
2. Additional public improvements which the Agency by resolution determines to undertake
within the Redevelopment Area in accordance with the Redevelopment Plan and which may be funded from
proceeds of bonds the interest on which is excludable from gross income for federal income tax purposes.
The Series 1998B Project will also include repayment of that portion of the City Loan relating to
the Series 1998B Project.
ALTHOUGH THE PROJECT IS EXPECTED TO GENERATE ADDITIONAL NET TRUST
FUND REVENUES AND SUPPLEMENTAL REVENUES WHICH MA Y BE USED TO PAY DEBT
SERVICE ON THE BONDS, NEITHER THE PROJECT NOR ANY ELEfvlENTS THEREOF.
CONSTITUTE SECURITY FOR THE BONDS, AND THE BONDHOLDERS Hi\. VE NO LIEN
THEREON. THE BONDS ARE SECURED SOLELY BY A LIEN UPON AND PLEDGE OF THE
PLEDGED FUNDS AS DESCRIBED UNDER "SECURITY FOR THE SERIES 1998 BONDS".
32
Reference is made to the table under the heading "ESTIMATED DEBT SERVICE COVERAGE"
for estimates of debt service coverage on the Bonds prior to construction of the Project.
SUMMARY OF CERTAIN PROVISIONS OF THE RESOLUTION
Certain provisions of the Resolution are sununarized below, but these summaries are qualified by
the complete provisions of the Resolution, and reference is made to the Resolution for additional provisions
not summarized herein. See Appendix B hereto for the form of Agency Resolution No. 150-94.
Capitalized terms used but not defined in this Official Statement have the same meaning as when used in
the Resolution unless the context would clearly indicate otherwise. The applicable definitions are contained
in the Agency Resolution No. 150-94 attached as Appendix B hereto.
Payment of Bonds
The Agency covenants in the Resolution to duly and timely payor cause to be paid from the
Pledged Funds, the principal of, redemption premium, if any, and interest on all Bonds, when due. The
Trustee shall transfer moneys in the required amounts from the funds and accounts created in the
Resolution to the principal office of the Paying Agent at least one business day prior to the date on which
such payments of principal, interest and premium are due.
Enforceability of Collections
The Agency covenants in the Resolution to diligently enforce and collect the Trust Fund Revenues
and take all actions within its control to cause the City to transfer Supplemental Revenues as required under
the Resolution and under the Supplemental Revenues Resolution and will take all steps, actions and
proceedings for the enforcement and collection of such Trust Fund Revenues and transfer of Supplemental
Revenues to the full extent permitted or authorized by applicable laws. All Net Trust Fund Revenues and
Supplemental Revenlles shall, as collected and transferred, respectively, be held in trust to be applied as
provided in the Resolution and not otherwise.
Accounting Records and Annual Audit
I
l~
I
The Agency covenants in the Resolution to maintain separately identifiable accounting records for
the receipt of the Pledged Funds; any Holder has the right at all reasonable times to inspect all records,
accounts and data of the Agency relating thereto. The Agency also covenants in the Resolution to,
immediately after the close of each Fiscal Year, cause the books, records and accounts relating to the Trust
Fund Revenues to be properly audited by a recognized independent certified public accountant. Such audit
must contain, but is not limited to, the statements required by generally accepted accounting principles
applicable to govermllental units, and a certificate by the auditors disclosing any default on the part of the
Agency of any covenant herein. A copy of such annual audit must be made available (0 any Holder upon
request.
Credit Facility/Liquidity Facility
As long as any of the Series of Bonds are secured by a Credit Facility or Liquidity Facility, (i) the
Agency covenants to comply with the requirements and conditions imposed on the Agency by the issuer
of the Credit Facility or Liquidity Facility and (ii) all rights granted under the Resolution to the Holders
of bonds so secured shall be exercisable by the issuer of such Credit Facility or Liquidity Facility, in lieu
of the Holders of such Bonds.
33
;i
1
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Modification or Amendment
l
I!"
No adverse material modification or amendment of the Resolution may be made without the
consent in writing of (i) the Holders of more than 50% in principal amount of the Bonds then Outstanding;
or (ii) in case less than all of the several Series of Bonds then Outstanding are affected by the modification
or amendment, the Holders of more than fifty percent (50 %) in aggregate principal amount of the Bonds
of each Series so affected and Outstanding at the time such consent is given; provided, however, that no
modification or amendment shall permit a change in the maturity of such Bonds or a reduction in the rate
of interest thereon, or affecting the promise of the Agency to pay the principal of and interest on the Bonds,
as the same mature or become due, from the Pledged Funds, or reduce the percentage of Holders of Bonds
required above for such modification or amendment, without the consent of the Holders of all the Bonds
To the extent any Series of Bonds is secured by a Credit Facility or Liquidity Facility, then the
consent of the issuer of the Credit Facility or Liquidity Facility shall constitute the consent of the Holders
of such Series.
The Resolution may be amended, changed, modified and altered without the consent of the Holders
of Bonds or any Credit Facility or Liquidity Facility:
I. to cure any ambiguity or formal defect or omission in the Resolution or in any
supplemental resolutions or to correct or supplement any provision contained herein which may
be defective or inconsistent with any other provisions contained herein; or
2. to grant to or confer upon the Bondholders any additional rights, remedies,
powers, authority or security that may lawfully be granted to or conferred upon the Bondholders;
or
3. to add to the conditions, limitations and restrictions on the issuance of Bonds under
the provisions of the Resolution, other conditions, limitations and restrictions thereafter to be
observed; or
4. to add to the covenants and agreements of the Agency in the Resolution other
covenants and agreements thereafter to be observed by the Agency or to surrender any right or
power herein reserved to or conferred upon the Agency; or
5. to permit the issuance of Bonds, the interest on which is intended to be excludable
from gross income for Federal income tax purposes under the Code to the Holders thereof in
coupon form, if as a condition precedent to the adoption of such supplemental resolution, there
shall be delivered to the Agency an opinion of counsel of recognized standing relating to municipal
bonds to the effect that the issuance of Bonds in coupon form is then permitted by law and thJt the
issuance of such Bonds in coupon form would not cause interest on such Bonds to be included in
gross income for Federal income tax purposes under the Code to the Holders thereof; or
6, to permit the Agency to issue Bonds the interest on which is not excludable from
gross income for Federal income tax purposes under the Code to the Holders thereof: or
34
7. to qualify the Bonds or any of the Bonds for registration under the Securities Act
of 1933, as amended, or the Securities Exchange Act of 1934, as amended; or
8. to qualify the Resolution as an "indenture" under the Trust Indenture Act of 1939,
as amended; or
9. to make such changes as may be necessary to adjust the terms hereof, including
the provisions of Section 304(D) of the Resolution, so as to facilitate the issuance of Capital
Appreciation Bonds, Capital Appreciation and Income Bonds, Put Bonds, Interim Bonds and such
other Bonds as may be marketable from time to time; or
10. to permit Bonds to be issued in book entry form with or without physical bonds;
or
11. to make such changes as may be necessary to comply with the provisions of the
Code relating to the exclusion of interest on the Bonds from gross income thereunder; or
12. to make such changes as may evidence the interest herein of an issuer of a Credit
Facility or a Liquidity Facility that secures any Series of Bonds.
The consent of the Holders of any additional Series of Bonds shall be deemed given if the
underwriters or initial purchasers for resale consent in writing to such supplemental resolution and the
nature of the amendment effected by such supplemental resolution is disclosed in the official statement or
other offering document pursuant to which such additional Series of Bonds is offered and sold to the public.
Remedies
Any Holders-of Bonds issued under the provisions of the Resolution or the Trustee may by suit.
action, mandamus or other proceedings in any court of competent jurisdiction, protect and enforce any and
all rights, including the right to the appointment of a receiver, existing under the laws of the State of
Florida, or granted and contained in the Resolution, and may enforce and compel the performance of all
duties therein required or required by any applicable statutes to be performed by the Agency or by any
officer thereof. Nothing in the Resolution, however, may be construed to grant to any Holder of such
Bonds any lien on any property of the Agency, except the lien created under the Resolution. No Holders
of any Bonds, however, have any right in any manner whatever to affect, disturb or prejudice the security
of the Resolution or to enforce any right thereuncler except in the manner provided in the Resolution, amI
all proceedings at law or in equity must be instituted and maintained for the benefit of all Holders of Bonds.
Discharge and Satisfaction of Bonds
The covenants, liens and pledges entered into, created or imposed pursuant to the Resolution may
be fully discharged and satisfied with respect to all or a portion of the Bonds in anyone or more of the
following ways:
(i) by paying the principal of and interest on such Bonds when the same shall become
due and payable; or
(ii) by depositing in the Interest Account, the Principal Account and the Bond
Redemption Account and/or in such other accounts which are irrevocably pledged to the payment
35
r'
of Bonds as the Agency may hereafter create and establish by resolution, certain moneys which
together with other moneys lawfully available therefor, if any, shall be sufficient at the time of
such deposit to pay when due the principal, redemption premium, if any, and interest due and to
become due on said Bonds on or prior to the redemption date or maturity date thereof; or
(iii) by depositing in the Interest Account, the Principal Account and the Bond
Redemption Account and/or such other accounts which are irrevocably pledged to the payment of
Bonds as the Agency may hereafter create and establish by resolution, moneys which together with
other moneys lawfully available therefor when invested in such Defeasance Obligations which shall
not be subject to redemption prior to their maturity other than at the option of the Holder thereof,
will provide moneys which shall be sufficient to pay when due the principal, redemption premium,
if any, and interest due and to become due on said Bonds on or prior to the redemption date or
maturity date thereof.
Upon such payment or deposit in the amount and marmer described above, Bonds shall be
deemed to be paid and shall no longer be deemed to be Outstanding and all liability of the Agency
with respect to said Bonds shall cease, terminate and be completely discharged and extinguished,
and the Holders thereof shall be entitled for payment solely out of the moneys or securities so
deposited; provided that (i) in connection with any discharge and satisfaction pursuant to subsection
(ii) or (iii) above, the Agency shall concurrently with such deposit deliver (A) an opinion of
nationally recognized bond counsel to the effect that interest on the Bonds being discharged, if the
same are excluded from gross income for federal income tax purposes, will not, by reason of such
discharge, become includable in gross income for federal income tax purposes and that stich Bonds
have been discharged in accordance with the provisions hereof, and (B) an accountant's verification
report showing the sufficiency of such moneys and/or Defeasance Obligations to provide for the
payment of said Bonds, and (ii) in the event said Bonds do not mature and are not to be redeemed
within the next succeeding sixty (60) days, the Agency shall have given the Registrar irrevocable
inslructions to give, as soon as practicable, a notice to the Holders of said Bonds by first-class
mail, postage prepaid, stating that the deposit of said moneys or Defeasance Obligations has been
made with an appropriate fiduciary institution acting as escrow agent solely for the Holders of said
Bond and other Bonds being defeased, and that said Bonds are deemed to have been paid in
accordance with the provisions hereof and stating such maturity or redemption date upon which
moneys are to be available for the payment of the principal of and premium, if any, and interest
on said Bonds.
(iv) Notwithstanding any of the provisions of the Resolution to the contrary, Put Bonds
and Extendible Maturity Bonds may only be fully discharged and satisfied either pursuant to
paragraph (i) above or by depositing in the Interest Account, the Principal Account and the Bond
Redemption Account, or in such other accounts which are irrevocably pledged to the payment of
the Put Bonds or Extendible Maturity Bonds as the Agency may hereafter create and establish by
resolution, moneys which together with moneys law fully available therefor, if any, shall be
sufficient at the time of such deposit to pay when due the maximum amount of principal of and
redemption premium, if any, and interest on such Put Bonds and Extendible Maturity Bonds which
could become payable to the Holders of such Bonds upon the exercise of any options provided to
the Holders of such Bonds or the Agency; provided however, that if, at the time a deposit is made
pursuant to this paragraph, the options originally exercisable by the Holder of a Put Bond l)r
Extendible Maturity Bond or the Agency are no longer exercisable, such Bond shall not be
considered a Put Bond or Extendible Maturity Bond for purposes of this paragraph.
36
(v) Notwithstanding the foregoing, all references to the discharge and satisfaction of
Bonds shall include the discharge and satisfaction of any issue of Bonds, any portion of an issue
of Bonds, any maturity or maturities of an issue of Bonds, any portion of a maturity of an issue of
Bonds or any combination thereof, provided that the provisions of this paragraph shall not affect
the requirements regarding Put Bonds and Extendible Maturity Bonds set forth in paragraph (iv).
(vi) If any portion of the moneys deposited for the payment of the principal of and
redemption premium, if any, and interest on any portion of Bonds is not required for such purpose,
the Agency may use the amount of such excess free and clear of any trust, lien, security interest,
pledge or assignment securing said Bonds or otherwise existing under the Resolution.
In the event that the principal and redemption price, if applicable, and interest due on the
Bonds shall be paid by the issuer of a Credit Facility or Liquidity Facility pursuant to the terms
thereof, the assignment and pledge created under the Resolution and all covenants, agreements and
other obligations of the Agency to the Bondholders shall continue to exist and the issuer of such
Credit Facility or Liquidity Facility shall be subrogated to the rights of such Bondholders.
RISK FACTORS
General
The ability of the Agency to make timely payments of principal of, redemption premium, if any,
and interest on the Bonds depends substantially upon the ability of the Agency to collect sufficient Tax
Increment Revenues based upon real property in the Redevelopment Area which together with earnings
thereon and, while pledged thereto, the Supplemental Revenues, will be adequate to make such payments.
The Bonds are not general obligations supported by the full faith and credit of the City, the Agency, the
County or the State or any political subdivision of the foregoing, but are payable solely from the Pledged
Funds. Neither Jhe State, the County, the City, the Agency, or any other political subdivision of the State
has any obligation or power under the Resolution or under Florida law to levy any taxes in order to pay
debt service on the Bonds or to avail or cure any default in any such payments.
Except for the Debt Service Reserve Account, there is no fund or amount under the Resolution
which is required to contain amounts to make up for any deficiencies in the event of one or more defaults
by the Agency in making payments of debt service on the Bonds, and there is no source from which the
Sinking Fund will be replenished except the Tax Increment Revenues, the Supplemental Revenues, and
investment income on moneys in the Funds held by the Trustee. There can be no representation or
assurance that the Agency will realize sufficient Tax Increment Revenues or Supplemental Revenues to
pay, when due, all required payments of debt service on the Bonds.
The following paragraphs summarize some of the risks involved in a Florida tax increment
financing such as the Series 1998 Bonds. Such summaries are not intended to be an exhaustive list of risk
factors in connection with the Series 1998 Bonds.
Tax Increment Financing
Competition from Comparable Developments Outside the Redevelopment Area. The Agency's
growth strategy for the Redevelopment Area is in competition with other communities located outside the
Redevelopment Area whose growth will not generate Tax Increment Revenues for the payment of the
Bonds. In the event that a large number of condominium, rental or commercial projects are constructed
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in the City outside the Redevelopment Area, the demand for residential housing and commercial space
within the Redevelopment Area could be reduced, thereby leading to a possible reduction in future
development in the Redevelopment Area and a reduction in collections of Tax Increment Revenues.
State, National and International Economic and Political Factors. Certain economic or political
developments, such as downturns in the State, national or international economy, increased national or
international barriers to tourism or trade or international currency fluctuations could all adversely affect
the continued development of the Redevelopment Area or its attraction to businesses and investors.
Failure to Achieve Increases in Property Values. Numerous events could occur that might reduce
or cause stagnation in the value of real property within the Redevelopment Area, including natural
disasters; public acquisition of property within the Redevelopment Area by the State or political
subdivisions exercising their respective rights of eminent domain; or social. economic or demographic
factors (or adverse public perceptions thereto) beyond the control of the Agency, the City or the taxpayers
in the Redevelopment Area. Any or all of such events could adversely affect the realization and collection
of Tax Increment Revenues. The Agency has not engaged a feasibility consultant to calculate projected
Tax Increment Revenues in the Redevelopment Area.
Impact of Additional Taxpayers or Increased Propelty Values Outside the Redevelopment Area.
The addition of significant numbers of new taxpayers or an increase of property values outside the
Redevelopment Area could result in an environment favorable to the reduction of the County and/or City
millage rates that could, in turn, reduce the amount of Tax Increment Revenues payable by the County
and/or the City.
Appeals of Assessments. State law allows taxpayers to dispute assessment valuations. The
statutory method for determining Tax Increment Revenues uses a factor of 95 %, due in part to an
expectation of some such appeals. Any volume of appeals which are successful in reducing the overall
assessed va~ue of the Redevelopment Area in excess of such a margin of error could result in reduced
amounts of Tax Increment Revenues payable by the County and/or the City.
Adverse Legislative, Judicial or Administrative Actio1l. The State legislature, the courts or an
administrative agency with jurisdiction in the matter could enact new laws or regulations or interpret,
amend, alter, change or modify the laws or regulations governing the collection, distribution, definition
or accumulation of ad valorem tax revenues generally, or Tax Increment Revenues specifically, in a fashion
that would adversely affect the ability of the Agency to pay debt service on the Series 1998 Bonds.
Supplemental Revenues
The Bonds are additionally secured by a pledge of the Supplemental Revenues. However, the lien
on the Supplemental Revenues may be released under certain conditions, including that Net Trust Fund
Revenues received by the Trustee have been in a specified amount for the prior two fiscal years. Once the
lien on the Supplemental Revenues is released, the City will be under no obligation to supplement the
moneys available to pay debt service on the Bonds. The test for release of the Supplemental Revenues.
and the issuance of additional parity Bonds as well. does not require the Agency to provide, obtain or
calculate projected Net Trust Fund Revenues. There is no assurance that once the lien on the Supplemental
Revenues is released the Net Trust Fund Revenues will be sufficient in future years to pay debt service on
the Bonds. The release of the lien on the Supplemental Revenues does not require the consent of the
Trustee or of the Holders of the Bonds.
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Additionally, economic and other conditions outside the control of the City may affect the amount
of Resort Tax collected in any year. There is no assurance that the amount of Resort Tax collected will
remain or exceed the amounts collected in prior years. A material reduction in the amount of Resort Tax
collected in the City may result in there not being sufficient Supplemental Revenues to meet the City's
obligations under the Supplemental Revenues Resolution.
LITIGA TION
As of the date of issuance and delivery of the Bonds, the General Counsel of the Agency and the
City Attorney of the City will deliver his opinion, dated such date, that no litigation or other proceedings
for which the Agency or the City has received service of process are pending, or to his actual knowledge,
threatened against the Agency or the City in any court or other tribunal, that seeks to restrain or enjoin the
issuance or delivery of the Series 1998 Bonds or the proceedings or authority under which they are to be
issued, or which in any manner questions the right of the Agency or the City to pledge the Pledged Funds
or the Supplemental Revenues, respectively, to the repayment of the Series 1998 Bonds or undertake the
Project, or which would have a materially detrimental impact upon the Agency's financial condition.
LEGAL MATTERS
Certain legal matters incident to the issuance of the Series 1998 Bonds will be passed upon by
Squire, Sanders & Dempsey L.L.P., Miami, Florida, Bond Counsel, in substantially the form set forth as
Appendix E hereto. Certain legal matters will be passed upon for the Agency and the City by Murray H.
Dubbin, City Attorney and General Counsel of the Agency, and for the Underwriters by Ruden,
McClosky, Smith, Schuster & Russell, P.A., Miami, Florida, and Dennis Scholl, P.A., Miami, Florida,
Co- Underwriters' Counsel.
TAX MATTERS
Series 1998A Bonds
NO ATTEMPT HAS BEEN OR WILL BE MADE TO COMPLY WITH CERTAIN
REQUIREMENTS RELATING TO THE EXCLUSION FROM GROSS INCOME FOR FEDERAL
INCOME TAX PURPOSES OF INTEREST ON THE SERIES 1998A BONDS. INTEREST ON THE
SERIES 1998A BONDS IS INCLUDABLE IN GROSS INCOME OF THE HOLDERS THEREOF FOR
FEDERAL INCOME TAX PURPOSES.
In the opinion of Bond Counsel, the Series 1998A Bonds and the income thereon are exempt from
taxation under the laws of the State of Florida, except for estate taxes imposed by Chapter 198, Florida
Statutes, as amended, and net income and franchise taxes imposed by Chapter 220, Florida Statutes, as
amended, on interest, income or profits on debt obligations owned by "corporations". "banks" and "savings
associations" as said terms are defined in said Chapter 220. Bond Counsel will express no opinion
regarding any other federal or state tax consequences relating to the Series 1998A Bonds.
Payments of principal and interest on the Series 1998A Bonds may be subject to the "backup
withholding tax" under Section 3406 of the Internal Revenue Code of 1986, as amended (the "Code "), at
a rate of thirty-one percent (31 %) if recipients of such payments (other than foreign investors who have
properly provided certifications) fail to properly provide to the payor certain information, including their
taxpayer identification numbers, or otherwise fail to establish an exemption from such tax. Any amounts
deducted and withheld from a payment to a recipient are allowed as a credit against the federal income tax
39
of such recipient. Furthermore, certain penalties may be imposed by the Internal Revenue Service on a
recipient of payments who is required to supply information but does not do so in the proper manner.
Series 1998B Bonds
In the opinion of Bond Counsel, under existing law, (i) interest on the Series 1998B Bonds is
excluded from gross income for federal income tax purposes under Section 103(a) of the Code; (ii) interest
on the Series 1998B Bonds is !1Q! an item of tax preference under Section 57 of the Code for purposes of
the alternative minimum tax imposed on individuals and corporations; and (iii) the Series 1998B Bonds and
the income thereon are exempt from taxation under the laws of the State of Florida, except for estate taxes
imposed by Chapter 198, Florida Statutes, as amended, and net income and franchise taxes imposed by
Chapter 220, Florida Statutes, as amended, on interest, income or profits on debt obligations owned by
"corporations," "banks" and "savings associations" as such terms are defined in said Chapter 220. Bond
Counsel will express no opinion as to other tax consequences regarding the Series 1998B Bonds.
The opinion on federal tax matters will be based on and will assume the accuracy of certain
representations and certifications and compliance with certain covenants of the Agency to be contained in
the transcript of proceedings and which are intended to evidence and assure the foregoing, including that
the Series 1998B Bonds are and will remain obligations the interest on which is excluded from gross
income for federal income tax purposes. Bond Counsel will not independently verify the accuracy of the
certifications and representations made by the Agency.
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Under Code provisions applicable only to certain corporations (as defined for federal income tax
purposes), a portion of the excess of adjusted current earnings (which includes interest on all tax-exempt
bonds, including the Series 1998B Bonds) over other alternative minimum taxable income is included in
alternative minimum taxable income that may be subject to a corporate alternative minimum tax. In
addition, interest on the Series 1998B Bonds may be subject to a branch profits tax imposed on certain
foreign corporations doing business in the United States and to a tax imposed on excess net passive income
of certain S corporations.
The Code prescribes a number of qualifications and conditions for the interest on state and local
obligations to be and to remain excluded from gross income for federal income tax purposes, some of
which, including provisions for potential payments by the Agency to the federal governmem, require future
or continued compliance after issuance in order for the interest to be and to continue to be so excluded
from the date of issuance. Noncompliance with these requirements by the Agency could cause the interest
on the Series 1998B Bonds to be included in gross income for federal income tax purposes and thus to be
subject to federal income taxes retroactively to the date of their issuance. The Agency will covenant to take
actions required of it for the interest on the Series 1998B Bonds to be and to remain excluded from gross
income for federal income tax purposes, and not to take any actions that would adversely affect that
exclusion.
Under the Code, the exclusion of interest from gross income for federal income tax purposes can
have certain adverse federal income tax consequences on items of income, deduction or credit for certain
taxpayers, including among them financial institutions, certain insurance companies, F ASITs (financial
asset securitization investment trusts), recipients of Social Security and Railroad Retirement benefits, those
that are deemed to incur or continue indebtedness to acquire or carry tax-exempt obligations and
individuals otherwise eligible for the earned income tax credit. The applicability and extent of these and
other tax consequences will depend upon the particular tax status or other tax items of the owner of the
Series 1998B Bonds. Bond Counsel will express no opinion regarding such consequences.
From time to time, there are legislative proposals in Congress which, if enacted, could alter or
amend one or more of the federal income tax matters referred to herein or adversely affect the market
value of the Series 1998B Bonds. It cannot be predicted whether or in what form any such proposal might
be enacted or whether, if enacted, it would apply to obligations (such as the Series 1998B Bonds) issued
prior to enactment.
The discussion of tax matters in this subheading applies only in the case of purchasers of the Series
1998B Bonds at their original issuance and at the respective prices indicated on the inside cover. It does
not address any other tax consequences such as, among others, the consequence of the existence of any
market discount to subsequent purchasers of the Series 1998B Bonds.
ORIGINAL ISSUE DISCOUNT
Although the Series 1998A Bonds maturing in the year 2022 have been offered and sold to the
public at an original issue discount ("aID"), that aID is de minimis under Section 1273(a)(3) of the Code
and therefore treated as zero. The Series 1998B Bonds maturing in the years 2018 and 2022, respectively,
(collectively, the "Discount Bonds"), have been offered and sold to the public with aID. aID is the excess
of the stated redemption price at maturity (original principal amount) over the .. issue price" of each
Discount Bond. The issue price of a Discount Bond is the initial offering price to the public (other than
to bond houses, brokers or similar persons acting in the capacity of underwriters or wholesalers) at which
a substantial amount of the Discount Bonds of the same maturity are sold pursuant to that offering. For
federal income tax purposes, OlD accrues to the owner of a Discount Bond over the period to maturity
based on the constant yield method, compounded semiannually (or over such shorter permitted
compounding interval selected by the owner). The portion of OlD that accrues during the period of
ownership by the initial purchaser of a Discount Bond (i) is interest excludable from that purchaser's gross
income for federal income tax purposes to the same extent and subject to the same considerations discussed
above as to other interest on the Series 1998B Bonds, and (ii) is added to that purchaser's tax basis for
purposes of determining gain or loss on the maturity, redemption, prior sale or other disposition of that
Discount Bond. A purchaser of a Discount Bond at its issue price in the initial public offering who holds
that Discount Bond to maturity will realize no gain or loss upon the retirement of that Discount Bond,
Owners of Series 1998B Bonds should consult their own tax advisers as to the determination for
federal income tax purposes of the amount of OlD accruable each year with respect to such Bonds and as
to other federal tax consequences and the treatment of OlD for state and local tax purposes.
ENFORCEABILITY OF REMEDIES
The remedies available to the Holders of the Series 1998 Bonds upon an event of default under the
Resolution are in many respects dependent upon judicial actions which are often subject to discretion and
delay. Under existing constitutional and statutory law and judicial decisions, including specifically the
federal bankruptcy code, the remedies specified in the Resolution upon an event of default thereunder may
not be readily available or may be limited. The various legal opinions to be delivered concurrently with
the delivery of the Series 1998 Bonds (including Bond Counsel's approving opinions) will be qualified, as
to the enforceability of the various legal instruments, by limitations imposed by bankruptcy, reorganization,
insolvency or other similar laws affecting the rights of creditors enacted before or after such delivery.
UNDERWRITING
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The Series 1998A Bonds will be purchased by the Underwriters at an aggregate purchase price of
$28,856,954.78 (which reflects $29,105,000 principal amount of the Series 1998A Bonds less an
underwriters' discount of $205,189.02 and an original issue discount of $42,856.20), plus accrued interest
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to the date of delivery. The Series 1998B Bonds will be purchased by the Underwriters at an aggregate
purchase price of $9,038,377.67 (which reflects $9,135,000 principal amount of the Series 1998B Bonds
less an underwriters' discount of $65,604.48 and an original issue discount of $31,017.85), plus accrued
interest to the date of delivery. The offer of the Underwriters to purchase the Series 1998 Bonds, accepted
by the Agency, provides for the purchase of all but not less than all of the Series 1998 Bonds. The
Underwriters have furnished the information on the cover page of this Official Statement pertaining to the
public offering price of the Series 1998 Bonds. The Underwriters may offer to sell the Series 1998 Bonds
to certain dealers (including dealers depositing the Series 1998 Bonds into investment trusts) and others at
prices lower than the public offering prices stated on the cover page hereof. The initial public offering
prices may be changed from time to time by the Underwriters.
RA TINGS
Moody's Investors Service ("Moody's") and Standard & Poor's Ratings Service, a division of The
McGraw-Hili Companies, Inc. ("Standard & Poor's") have assigned their municipal bond ratings of
"Baa2" and "BBB", respectively, to the Series 1998 Bonds, without regard to whether the Series 1998
Bonds are insured. Moody's and Standard & Poor's have also assigned their municipal bond ratings of
"Aaa" and "AAA", respectively, to the Series 1998 Bonds, with the understanding that upon issuance, the
Series 1998 Bonds will be insured by the Policy issued by MBIA. There is no assurance that such ratings
will continue for any given period of time or that they will not be lowered or withdrawn entirely by the
rating agencies, or either of them, if in their judgment circumstances so warrant. A downward change in
or withdrawal of such ratings, or either of them, may have an adverse effect on the market price of the
Series 1998 Bonds. Such ratings reflect the respective views of such organizations and an explanation of
the significance of such ratings may be obtained only from the rating agencies furnishing the same.
ADVISORS AND CONSULTANTS
The Agency has retained certain advisors and consultants in connection with the issuance of the
Series 1998 Bonds. These advisors and consultants are compensated from a portion of the proceeds of the
Series 1998 Boi1ds, identified as "Cost of Issuance" under the heading "SOURCES AND USES OF
FUN DS" herein; their compensation is contingent upon the issuance of the Series 1998 Bonds and the
receipt of the proceeds thereof.
[i'inancial Advisor. Dain Rauscher Incorporated, Miami, Florida, is serving as Financial Advisor
in connection with the preparation of the Agency's plan of financing and with respect to the authorization
and issuance of the Series 1998 Bonds. The Financial Advisor will not engage in any underwriting activities
with regard to the issuance and delivery of the Series 1998 Bonds.
Bond Counsel. Squire, Sanders & Dempsey L.L.P., Miami, Florida, is serving as Bond Counsel
with respect to the issuance of the Series 1998 Bonds.
DISCLOSURE MATTERS
Certificate as to Official Statement
The execution and delivery of this Official Statement has been duly authorized by the Agency. At
the time of delivery of the Series 1998 Bonds to the Underwriters, the Agency will provide to the
Underwriters a certificate (which may be included in a consolidated closing certificate of the Agency),
signed by those Agency officials who signed this Official Statement, relating to the accuracy and
completeness of this Official Statement.
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Continuing Disclosure
The Agency and the City will covenant for the benefit of Series 1998 Bondholders to provide
certain financial information and operating data relating to the Agency and the City not later than 240 days
following the end of each Fiscal Year (the "Annual Report"), and to provide, or cause to be provided,
notices of the occurrence of certain enumerated events, if deemed by the Agency to be material. The
Annual Report is required to be filed with each Nationally Recognized Municipal Securities Information
Repository and with any state information depository with which filings are required to be made. The
notices of material events will be filed with the Municipal Securities Rulemaking Board or each Nationally
Recognized Municipal Securities Information Repository and with any state information depository with
which filings are required to be made.
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Pursuant to the above requirements, the Agency has agreed to provide in a timely manner
information concerning any of the following events with respect to the Series 1998 Bonds: principal and
interest payment delinquencies; non-payment related defaults; unscheduled draws on the Debt Service
Reserve Account reflecting financial difficulties; unscheduled draws on credit enhancements reflecting
financial difficulties; substitution of credit or liquidity providers, or their failure to perform; adverse tax
opinions or events affecting the tax-exempt status of the Series 1998B Bonds; modifications to rights of
Holders or beneficial owners; bond calls; defeasances; release, substitution, or sale of property securing
repayment of the Bonds; and rating changes. The Agency has also agreed to provide in the Annual Report
the following information with respect to the prior Fiscal Year: information appearing in the Official
Statement in the table under the caption "ESTIMATED DEBT SERVICE COVERAGE" and in the table
entitled "Miami Beach Redevelopment Agency Historical Taxable Real Property and Tax Increment
Revenues City Center Historic Convention Village," the release of the pledge of Supplemental Revenues
and issuance of additional debt payable from the Pledged Funds. The City has agreed to provide in the
Annual Report the following information with respect to the prior l~iscal Year: Resort Tax revenues and
Supplemental Revenues, issuance of additional debt payable from the Resort Tax revenues or Supplemental
Revenues and changes in the Resort Tax with respect to the percentage rate imposed or the exemptions
therefrom. For a more complete description of the obligations of the Agency and the City regarding
continuing disclosure, see" APPENDIX D - Continuing Disclosure Agreement." These covenants have
been made in order to assist the Underwriters in complying with S.E.C. Rule ISc2-12(b)(S).
Miscellaneous
The references, excerpts and summaries of all documents, resolutions and ordinances referenced
herein do not purport to be complete statements of the provisions of such documents. resolutions and
ordinances, and reference is directed to all such documents, resolutions and ordinances for full and
complete statements of all matters of fact relating to the Series 1998 Bonds, the security for and the
repayment of the Series 1998 Bonds and the rights and obligations of the holders thereof.
T AGENCY
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By: Is/Neisen Kasdin
Chairman
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APPENDIX A
General Information Regarding the Miami Beach Redevelopment Agency,
the City of Miami Beach
and Miami-Dade County, Florida
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GENERAL INFORMATION REGARDING THE MIAMI BEACH REDEVELOPMENT
AGENCY, THE CITY OF MIAMI BEACH AND MIAMI-DADE COUNTY, FLORIDA
The following information pertaining to the Miami Beach Redevelopment Agency (the "Agency"), the
City of Miami Beach, Florida (the "City") and Miami-Dade County, Florida (the "County") is set forth
for purposes of background only. The Series 1998 Bonds are payable only from Net Trust Fund Revenues
of the Agency which include payments by the County and the City into the Redevelopment Trust Fund,
as described in this Official Statement, and Supplemental Revenues of the City. The Series 1998 Bonds
do not constitute a debt, liability or obligation or a pledge of the faith, credit or taxing power of the City,
County, the State of Florida, or any political subdivision thereof.
INTRODUCTION
The Miami Beach Redevelopment Agency is a Special District established by the City of Miami Beach
for the purpose of promoting redevelopment in the designated area of the City covered in the
redevelopment plan. The Agency currently has two such areas under its jurisdiction. The first area, which
is not related to the Series 1998 Bonds and the tax increment revenues of which are not pledged to the
Series 1998 Bonds, is the South Pointe Redevelopment Area consisting of all of the area in the City south
of Sixth Street. The second area, for which the Series 1998 Bonds are being issued and to which the
revenues of the district are pledged, is the City Center/Historic Convention Village Redevelopment and
Revitalization Area. This redevelopment area consists of fifty-five blocks bounded on the south by
Fourteenth Lane, on the north by Twenty-fourth Street, on the east by the Atlantic Ocean and on the west
by West A venue. Within the second area significant redevelopment has occurred with renovations to the
Ritz Plaza Hotel, the Delano Hotel, the Raleigh Hotel and the National Hotel. Three construction projects
are close to completion. These projects are the II Villaggio Condominium project consisting of 127 units
on fourteen floors, the Michael Graves/Constructa project consisting of residential and mixed retail use and
the Loews Miami Beach Hotel which will consist of approximately 800 rooms and serve as a headquarters
hotel for the Conveo'tion Center. In addition, the Royal Palm Crowne Plaza, a 420-room convention hotel
adjacent to the Loews is scheduled to break ground in mid-July.
The City comprises seven square miles of land area and ten square miles of Biscayne Bay. The climate
is tropical with an average annual temperature of 75 degrees fahrenheit, 24 degrees celsius. The City is
the home of the Art Deco Historic District, consisting of one of the greatest concentrations of this style of
architecture in the United States. Within this Historic District is the world famous Ocean Drive, which
has been called the "Riviera" of Florida. The economy of the area is based on tourism. For fiscal year
1997, room rents, food and beverage sales accounted for an estimated S621 million in sales within the City.
The population demographics of the City have drastically changed over the last fifteen years. In the 1980
Census, the average age of the population was 65.3 years old. In the 1990 Census the average age had
decl ined to 44.5 and 2000 estimates place it at 43.7 years old. The City is a group of islands between
Biscayne Bay and the Atlantic Ocean and is connected to the mainland by four causeways.
The County is the largest county in the southeastern United States in terms of population and one of
the largest in terms of land area. The County consists of 2,042 square miles of land area. The population
is clustered mainly along the coast, with the western area of the County comprising a part of the
Everglades. There are numerous incorporated municipalities in the County, which include Miami, liialeah
and Coral Gables, as well as the City.
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POPULATION
The U.S. Bureau of the Census estimated the population of the City at 9] .848 as of January]. ]996.
According to estimates of the City's Department of Economic and Community Development. the
population is expected to increase to 95,881 by the year 2000 based on Census infom1ation. The County's
population, as estimated by the Miami-Dade County Planning Department. was 2,057,000 for 1996 and
the County estimates growth to 2,260,000 by 2000.
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Population Projection, City of Miami Beach
and Miami-Dade County 1970 - 2010
City of Percent Miami-Dade Percent
Year Miami Beach Chanl:e ~ Chanl:c
1970 87,072 (I) 1,267,800 (I)
1980 96,298 (I) 10.6% 1,625,598 (I) 28.2%
1990 92,639 (1) (3.8)% 1,937,094 (I) 19.2%
2000 95,881 (2) 3.5% 2,260,000 (3) 16.7%
2010 98,757 (2) 3.0% 2,557,000 (3) 13.1 %
Source: (1) U. S. Census
(2) City Department of Economic Development
(3) Miami-Dade Planning Department
Population Breakdown by Age,
City of Miami Beach, 1980 - 2000
Age Group 1980 1990 2000
00-14 6.5% 12.0% 20.6%
15-24 7.2% 9.8% 8.2%
25-44 13.7% 28.8% 21.5%
45-64 22.0% 19.3% 23.2%
65-74 24.4% 11.5% 10.4%
75+ 26.2% 18.6% 16.2%
Median Age: 65.3 44.5 43.7
Source' Miami-Dade Countv Plannina Deoartment
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GOVERNMENT
The Miami Beach Redevelopment Agency is governed by a seven member Board of Directors. The
Chairman of the Board is the Mayor of the City and the other six members of the Board are the elected
Commissioners of the City. The Board appoints the Executive Director and the General Counsel of the
Agency who are respectively the City Manager and the City Attorney. The Board establishes policies
which are carried out by the Administration of the Agency.
The City of Miami Beach is organized under the Commission-City Manager form of government. The
governing body is an elected City Commission of six members and an elected Mayor. The City
Commission sets policy for the administration of the City and appoints a City Manager and a City
Attorney. The City Attorney appoints his staff and the City Manager is responsible for the appointment
of the balance of the employees of the City. The City Commissioners are elected to staggered four year
terms and the Mayor is elected every two years. Both the City Attorney and the City Manager serve at
the pleasure of the City Commission. The City Manager carries out the policies of the City Commission,
directs the operations of the City and, with the exception of the City Attorney's Office, has the power to
appoint or remove all heads of the v3rious Departments.
CERTAIN AGENCY AND CITY STAFF MEMBERS
Sergio Rodriguez, City Manager
Appointed City Manager on January 4, 1998; Appointed Deputy City Manager August
1995; Assistant City Manager, City of Miami, 1987-1995; Chief Planner, The Maryland-
National Capital Park and Planning Commission, Prince George's County, Maryland.
EdUcation: University of Florida, B.A.; University of North Carolina at Chapel Hill,
M.A.
Harry Mavrogenes, Asst. Agency Director and Asst. City Manager
Appointed Assistant City Manager in 1993; Director of Development, Design and Historic
Preservation, 1990-1993: Downtown Plan Coordinator, San Jose Redevelopment Agency, 1985-
1990: Principal Planner, San Jose Redevelopment Agency, 1980-1985: Senior Planner and
Planner, City of San Jose Planning Department, 1971-1980.
Education: San Francisco State University, B.A., Urban Studies
Mayra Diaz-Buttacavoli, Asst. City Manager
Appointed Assistant City Manager in 1993; Fiscal Management Bureau Commander, Corrections
and Rehahilitation, Miami-Dade County, Florida, 1991-1993; Director of Administrative Services
Division, General Services Administration, Miami-Dade County, 1987-1989; Assistant to the
Director, General Services Administration, Miami-Dade County, Florida, 1984-1987.
Education: University of Miami, B.S., Accounting: University of Miami, M.S.
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Patricia D. Walker, City Finance Director
Appointed Finance Director, City of Miami Beach in March 1997; Director of Airports,
Broward County, Florida, 1994-1997; Deputy Director, Broward County Aviation
Department 1992-1994, Director of Finance, 1992, Executive Assistant to the Aviation
Director, 1991-1992; Comptroller, Dade County Aviation Department, 1980-1990, Chief
Accountant, 1978-1980; Senior Accountant, Price Waterhouse & Co., 1973-1978.
Education: Florida State University, B.S., Accounting; Florida International University,
M . S. M ., Accounting
Certification: Certified Public Accountant, Florida 1974
SCOPE OF SERVICES
The services provided by the Agency include the elimination of the conditions of slum and blight within
its redevelopment areas, and are limited in scope and established pursuant to Florida law.
The City provides a full range of municipal services, including police, fire, parks, water, sewer,
sanitation and zoning through its twelve (12) departments. The total workforce has remained
approximately 1,620 for the past several years; however, significant changes have occurred in the
personnel assigned to various activities.
ECONOMIC AND DEMOGRAPHIC DATA
INCOME
The mean family income for Miami Beach increased by almost 92 percent, from $23,324 in 1980 to
$44,738 in 1990. This compares well to growth rates experienced by Miami-Dade County, which
experienced a mean family growth rate of approximately 59 percent during the same period. In 1990, the
mean family income for Miami Beach exceeded that of Miami-Dade County by 18 percent, while in 1980,
they were almost even.
MEAN FAMILY INCOMES 1980 -1990
1980 1990 % CHANGE
Miami Beach $23,324 $44,738 91.8%
Miami-Dade $23,846 $37,903 58.9%
County
Source U. S Bureau of the Census 1980 and 1990
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Per Capita Personal Income
(Current Dollars)
1980 - 1995
Miami-Dade County Florida United States
Current Current Current
Year Dollars % of U.S. Dollars % of U.S. Dollars
1980 9,541 100.5 9,245 94.4 9.494
1985 13,992 100.6 13,898 99.9 13,910
1990 17,823 95.3 18,539 99.2 18,696
1991 18,252 95.6 18,985 99.4 19,091
1992 17,340 86.2 19,797 98.5 20,105
1993 19,779 95.1 20,828 100.1 20,800
1994 20,362 93.8 21,767 100.3 21,696
1995 21,058 90.8 23,031 99.3 23,196
Source: Florida Statistical Abstract 1997, University Press of Florida and Miami
Business Profile 96-97; Beacon Council, 1997
EMPLOYMENT
City of Miami Beach Employment 1991 - 1996
1991 1992 1993 1994 1995 1996
Labor Force Employed 38,618 38,355 39,600 40,150 40,070 40,108
Labor Force Unemployed 4.415 5,040 3,917 4,112 3.443 3,710
Total Labor Force 43,033 43,395 43,517 44,262 43,513 43,818
Unemployment Rate 10.3% 11.6% 90% 9.3% 7.9% 8.5%
Source: Florida Department of Labor
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Major Employers on Miami Beach
Rank Employer Service Number Emploved
1 Mount Sinai Medical Center Hospital 3,300
2 City of Miami Beach Government 1,620
3 Fountainbleu Hilton Hotel 1,200
4 Miami Heart Institute Hospital 1,200
5 South Shore Hospital Hospital 742
6 Eden Roc Resort & Spa Hotel 415
7 Doral on the Beach Hotel 350
8 Ramada Resort Deauville Hotel 250
9 Alexander Hotel Hotel 230
10 Shawnee Beach Resort Hotel 140
Source: Personnel Divisions of Comoanies
Ten Largest Public and Private Employers
Located in Miami-Dade County
Public Employers Private Emplovers
Dade County Public Schools 33,658 American Airlines 9,000
Metropolitan Da!;le County 28,000 University of Miami 7,574
State of Florida 17,700 BellSouth Telecommunications 5,000
Federal Government 17,600 Florida Power & Light 3,400
Jackson Memorial Hospital 7,216 Burdines Department Stores 3,400
City of Miami 3,189 Baptist Health Systems of Florida 3,275
Florida International University 2,775 Mount Sinai Medical Center 3,228
Miami-Dade Community College 2,668 Kmart 3,000
Veterans Affairs Medical Center 2,610 Publix Supermarkets, Inc. 3,000
City of Miami Beach 1,620 Winn-Dixie Stores, Inc. 2,672
Source The Beacon Council Miami Business Profile 1997.
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BUILDING PERMITS
The following is a calculation of the total value of the Building Permits issued by the City during the
past 10 years.
City of Miami Beach, Florida
Value of Building Permits Issued
Calendar Years 1988 - 1998
New Additions,
Year Construction Rehabilitations. Etc. Total Value
1988 17,835,490 36,334,701 54,170,191
1989 55,422,320 51,804,525 107,226,845
1990 62,594,905 34,366,872 96,961,777
1991 32,863,120 40,545,996 73,409,116
1992 9,544,515 40,398,741 49,943,256
1993 150,549,661 81,156,235 231,705,896
1994 91,566,442 68,358,627 159,925,069
1995 147,712,100 56,564,305 204,276,405
1996 137,664,400 60,538,264 198,202,264
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1997 96,643,651 82,576,295 179,219,946
1998* 16,263,500 53.710187 69,973,687
Source: City of Miami Beach Building Department, 1997
. Four months through April 1998.
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DIRECT AND OVERLAPPING TAX RATES
The following table summarizes the direct and overlapping tax (millage) rates for the past ten years.
The Florida Constitution and statutes provide that the maximum millage (tax rate) that municipalities,
counties and school districts in Florida may each levy, without a referendum, is $10.00 per $1,000 of
assessed valuation (10 mills). As shown in the following table, the City has reduced its tax rates over the
past 10 years.
City of Miami Beach, Florida
Direct and Overlapping Tax Rates
($1 per $1,000 of Assessed Value)
For Tax Years 1988 Through 1997
Debt
Tax General Service City School
Year (1) Fund Funds Total District County Other Total
1988 9.966 3.705 13.671 7.551 8.965 0.564 30.751
1989 9.966 3.705 13.671 7693 8.213 0.587 30.164
1990 9.966 3.705 13.671 9001 7.368 0.602 30.642
1991 9.966 3.200 13.166 9.104 7.368 0.600 30.238
1992 9.743 2.200 11.943 9.528 8.795 0.599 30.865
1993 ~. 9.302 2.545 11 .847 9.923 9236 0.648 31654
1994 8.238 2.311 1 0.549 10.266 9.202 0.652 30.669
1995 7.143 2.039 9.182 10.345 9.214 0.696 29437
1996 7499 1.862 9.361 10.389 7.946 0.687 28.383
1997 7499 1.879 9.378 10.366 7.582 0.710 28036
Source: City of Miami Beach, Comprehensive Annual Financial Report 1997: City of Miami Beach: Adopted
Budget 1996/97 Fiscal Year; Miami~Oade County Tax Collector
(1) Assessments as of January 1 of the year listed; bills mailed in October of that year; taxes become
delinquent at the end of April of the subsequent year.
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City of Miami Beach, Florida
Property Tax levies and Collections
Fiscal Years 1987 - 1996
Assessed Valuation (1)
Tax Including Excluding Total Total Coli Percent
Year (2) Homesteads Homesteads Tax levy in Year.ill Collected
1987 $3,617,648,031 $3,009,079,061 $41,137,120 $41,100.410 99.9
1988 3,786,641,043 3,105,045,655 42.449,079 41,266,273 97.2
1989 3,939,311,340 3,269,628.413 44,699,090 43,872,953 98.1
1990 4,376.417,088 3,632.426,183 47,824,523 46.497,571 97.2
1991 4,654,936,873 3,863,597,605 46,142,946 45,196,736 97.9
1992 4,726,911.403 3,932,985,608 45,610,535 46,102,609 101.1
1993 5,354,688,618 4,444,391,552 45,477,364 45,933,970 101.0
1994 6,369,445,913 ~,286,640, 1 08 47,359,133 46,885,783 99.0
1995 6,713,103,433 5,639,006,884 51,698,797 51,834.737 100.3
1996 7,161,079,764 6,015,307,002 54,155,090 55.496,245 102.4
Source: City of Miami Beach, Comprehensive Annual Financial Report (FY 1997)
(1) Assessments are at 100% of fair market value.
(2) Assessments as of January 1 of the year listed; bills mailed in October of that year; taxes become delinquent at the
- end of April of the subsequent year.
(3) Actual collections of current and delinquent Real and Personal Property Taxes
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City of Miami Beach
Ten Largest Taxpayers
1997
Owner Type of Property Assessed Value
Hotelerama Assoc., Ltd. Hotel $88,051,861
Roney Plaza Assoc., Ltd. Apartments 46,500,000
Richard and Alan Morton Towers Apartments 40,085,375
Portofino Real Estate Fund Offices 36,548,585
IHC/Miami Beach Corp.. Hotel 30,000,000
Tri-County Community Hospital Health Care 25,800,000
5600 Collins Corp. Apartments 21,370,790
Suncoast Towers South Assoc. Apartments 18,800,000
Forte Towers South Inc. Apartments 17,000,000
South Gate Towers Apartments 15000000
$339,156...Q11
Source Miami-Dade County; Department of Property Appraisal; City of Miami Beach Valuation Roll, 1997
FILM AND PRINT INDUSTRY
The film and print industry has become an important part of the Miami Beach economy. This
industry spends approximately $58.4 million a year in the City for the production of movies and fashion
photographs (Source: 1997 City of Miami Beach Film and Print Industry Statistics). Many international
talent and model agencies have located in the City.
[BALANCE OF PAGE INTENTIONALLY LEFT BLANK]
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Film and Print Industry
Permits Issued and Production Budgets
For the Calendar Years 1990 -1997
Fiscal Permits Production
Year Issued Budgets
1990 1281 $57,111,250
1991 1604 43,570,250
1992 1901 49,547,200
1993 1871 59,119,950
1994 1827 52,363,600
1995 1939 58,512,750
1996 1900 59,961,610
1997 1936 58,449,200
Source: City of Miami Beach, Office of Film and Print 1997
CONVENTION AND MEETING ACTIVITY
Miami-Dade County and the Miami Beach Convention Center host a large number of conventi(
each year.
Miami-Dade County Convention Activity
for the Ten Years ended December 31, 1996
Number of Number of Number of Total
Year Conventions Deleqates Room Niqhts Expenditures
1987 425 475,000 1,176,000 $285,000,000
1988 475 546,000 1,380,000 368,400,000
1989 515 600,000 1,500,000 405,300,000
1990 525 650,000 1,750,000 439,000,000
1991 500 620,000 1,674,000 428,000,000
1992 525 680,000 1,850,000 469,404,000
1993 550 704,000 1,970,000 485,971,200
1994 616 857,578 2,401,218 600,304,600
1995 660 929,603 2,597,288 958,210,800
1996 N/A 1,445,825 3,036,232 1,463 174,900
Source: Greater Miami Convention and Visitor's Bureau
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TOURISM AND VISITOR ACTIVITY
DOMESTIC AND INTERNATIONAL OVERNIGHT VISITORS
TO GREATER MIAMI AND THE BEACHES, 1994 -1996
Origin 1994 1995 1996
Caribbean 900,600 844,800 746,900
Central America 719,800 464,200 396,100
South America 1 ,937400 1 ,948.400 1,969,200
Total Latin 3,557,800 3,257,400 3,112,200
America
Europe:
England 201,200 244,400 264,000
Germany 158,200 373,400 398,700
Other Europe 579,700 521 ,300 617 300
Total Europe 939,100 1,139,100 1,280,000
Canada 406,200 501,300 593,100
Other International 125,600 163 800 127,800
TotallnternaJional 5,028,700 5,061,600 5,113,100
Total Domestic 3,728600 4317,600 4.462,000
Total Overnight 8 757,300 9,379,200 9575.100
Expenditures:
Domestic $2,513,470,000 $3,291,134,000 $4,300,000,000
International 4.402 705 000 5078716000 6600 000,000
Total Expenditures $6 91~175 000 ~8,369,B_50 000 $10.900000,000
Source Greater Miami Convention and Visitors Bureau, 1997; Miami Business Profile. 1997.98 Beacon Council
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Overnight Visitors by Region
1994 1995 1996
Miami Beach 329% 323% 328%
Downtown Miami 151% 15,3% 14,3%
'4C.r:- :. ~<:-= "e <i':/-: ~ S 1 :,~ 13 "C/~
Alrpol1 Area 173% 144% 18,3%
South Dade 87% 10.8% 10.8%
Grove/Gables/Key Biscayne 62% 82% 10.1%
Other 14% 0.9% 0.0%
Source Greater Miami Convention and Visitors Bureau
TRANSPORTATION
The City is located within two hours by air from the major population centers of the northeastern
United States and is also at the terminus of a highway network. The Port of Miami has become the world's
largest passenger port. The Port estimates that more than 80 % of these cruise ship passengers arrive and
depart Miami by air.
The Port specializes in trailer and container cargo. From 1988 to 1995, the total cargo handled
increased from 2,6 million tons to over 5.8 million tons, an increase of 123%, The Port has become the
nation's .!eading port for exports to Latin America and the Caribbean.
The summary of the growth in passengers and cargo for the previous ten years is presented below:
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PASSENGERS AND CARGO HANDLED BY PORT OF MIAMI
1988-1997
Year Ended Cruise Cargo
September 30 Passenaers Un tons}
1988 2,502,411 2,602,556
1989 3,100,055 3,206,417
1990 2,734,816 3,590937
1991 2,928,532 3,882,284
1992 3,095,487 4,596,481
1993 3,157,130 5,198,292
1994 2,967,081 5,574,252
1995 2,974,703 5,840815
1996 3,052,450 5,859,538
1997 3,191,885 6,735,388
Source Miami-Dade County Florida Seaport Department: Port of Miami, 1997
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Five separate airports owned and operated by Miami-Dade County are within easy reach of the
City. Miami International Airport ranks 6th in the nation and 10th in the world in the number of
passengers using its facilities. It ranks third in the nation and third in the world in the movements of
domestic and international air cargo. In 1996 the airport servcd 33.5 million passengers and handled over
1.8 million tons af cargo. Statistics from 1988- 1996 arc presentcd below:
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PASSENGERS AND CARGO HANDLED BY
MIAMI INTERNATIONAL AIRPORT
1988-1996
Year Ended Passengers Cargo
Seotember 30, (In Thousands) (in tons)
1988 24,210 773.599
1989 23,422 869.612
1990 25,294 945.773
1991 26,709 951,328
1992 26,125 1.073,429
1993 28,246 1.215,553
1994 29,351 1,402,979
1995 32,852 1,703,367
1996 33,504 1.885,232
Source: Miami-Dade County Aviation Deoartment. Miami International Airoort
RECREA nON
There are numerous parks and playgrounds in the City of Miami Beach, Each park provides
different amenities, from tennis and boccia courts to swimming pools ami tot lots, to Vita courses and
barbecue pits. There are four Vita courses, two swimming pools, and numerous tennis courts, including
the Holtz Tennis Stadium which houses championship, professional and amateur tournaments.
Offshore, the Gulf stream provides a variety of game fish, while the Miami Beach Marina provides
an abundance of space to house boats as well as direct access to the Atlantic Ocean and Gulf stream. The
Marina is a private development on City-owned bay front land in the South Pointe area. Renovation has
increased the number of boat slips to 388, making the Marina the largest in the area and a first class
facility.
In the north part of the City, the public can enjoy a leisurely sail in the quiet waters of Biscayne
Bay from Miami Beach Sailport. The facility, though open to all ages, was specially designed to teach
young adults the hasic art of sailing on small prams.
The City owns two championship golf courses and one Par 3 course that are open to the public.
The two championship courses, Bayshore and Normandy, offer a cluhhouse complete with a restaurant,
lounge and pro shop.
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APPENDIX B
THE RESOLUTION
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A RESOLUTION OF THE MIAMI BEACH REDEVELOPMENT
AGENCY AUTHORIZING THE ISSUANCE OF NOT MORE
THAN $25,000,000 IN PRINCIPAL AMOUNT OF MIAMI
BEACH REDEVELOPMENT AGENCY TAX INCREMENT REV'
ENUE BONDS, SERIES 1993 (CITY CENTER/HISTORIC
CONVENTION VILLAGE), FOR THE PURPOSE OF
FINANCING THE ACQUISITION, CLEARING AND/OR
REHABILITATION OF CERTAIN PROPERTY AND THE
CONSTRUCTION OF CERTAIN PUBLIC IMPROVEMENTS;
PLEDGING THE PLEDGED FUNDS TO THE PAYMENT OF
SAID BONDS; PROVIDING POR THE ISSUANCE OF
ADDITIONAL BONDS ON A PARITY THEREWITH;
PROVIDING FOR THE RIGHTS AND SECURITY OF ALL
BONDS ISSUED PURSUANT TO THIS RESOLUTION;
PROVIDING CERTAIN DETAILS OF THE SERIES 1993
BO~~S; DELEGATING CERTAIN MATTERS IN CONNEC,
TION WITH THE ISSUANCE OF THE SERIES 1993
BONDS TO THE CHAIRMAN OF THE AGENCY; APPROVING
THE FORM AND EXECUTION OF THE BOND PURCHASE
AGREEMENT FOR THE SERIES 1993 BONDS; APPROVING
THE FORM OF THE PRELIMINARY OFFICIAL STATEMENT
FOR THE SERIES 1993 BONOS AND AUTHORIZING
EXECUTION OF THE FINAL OFFICIAL STATEMENT FOR
THE SERIES 1993 BONOS, AUTHORIZING OFFICIALS
OF THE AGENCY TO TAKE ALL NECESSARY ACTIONS IN
CONNECTION WITH THE ISSUANCE OF THE SERIES
1993 BONDS; AND PROVIDING FOR AN EFFECTIVE
DATE.
L
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RESOLUTION NO.
150-94
WHEREAS, the Miami Beach Redevelopment Agency (the "Agency"),
a publ ic body corporate and politic, has been dul y created and
establ ished t.o transact business and exercise powel-s under and
pursuant to the Florida Conununity Redevelopment Act, Chapter 163,
Part III, Florida Statutes (together with other applicable pro-
visions of law, the "Act"), including the issuance of revenue
bonds, in ,9rder to achieve the purposes of redevelopment as set
forth in the Act;
WHEREAS, the Agency now desires to finance the acql.lisitlon,
clearing and/or rehabilitation of certain prope::.-ty and t:-tc con-
struction of certain public improvements in accoLdance wlth t~e
Redevelopment Plan (the "Series 1993 Redevelopment P~oject") by
issuing its Tax Increment Revenue Bonds, Series 1993 ICity Ce~terl
Historic Conventlon Village) (the "Series 1993 Bonds");
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WHEREAS, all the requirements of law have been complied wlth
ln the creation of the Agency, the adoption of a redevelopment plan
(the "Redevelopment Plan") under the Act for that portion of the
City of Miami Beach (the "City") described in the Redevelopment
Plan and known as the "City Center/Historic Conventlon Village
Redevelopment and Revlcalization Area" (the "Redevelopment Area")
and the creation and funding of the City Center/Historic Convention
Village Redevelopment and Revitalization Trust Fund (the "Trust
Fund") in accordance with the Act;
WHEREAS, the Agency also desires to set forth the provisions
pursuant to which it may issue bonds on a parity with the Series
1993 Bonds and to make provision for the rights and security of the
Hclde~s of all bonds issued hereunder; and
WHEREAS, the Board of Commissioners of the Agency (the
"Commission") has determined that it is in the best interest of the
Agency to delegate to the Chairman of the Agency the deter~ination
of various te::.-ms of the series 1993 Bonds, the award of the Series
1993 Bonds, including execution of a bond purchase agreement for
the Series 1993 Bonds, and all other actions necessary or desirable
In connectior. with the issuance of the Series 19~3 Bonds, subject
to the llmitations hereln; and
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ARTICLE I
WHEREAS, for reasons more fully set forth herein, the Agency
finds and determines it to be in the best interests of the Agency
to authori=e the sale of the Series 1993 Bonds on the basis of a
negotiated sale rather thar'. a public sale by competitive bid;
NOW THEREFORE, BE IT DULY RESOLVED BY THE BOARD OF COMMIS-
S IONERS OF THE MIAMI BEACH REDEVELOPMENT AGENCY,
DEFINITIONS, AUTHORITY AND FINDINGS;
RESOLUTION CONSTITUTES A CONTRACT
SECTION 101. DEFINITIONS. In addition to the terms defined
elsewhere in this Resolution, as used in this Resolution, the
following terms shall have the following meanings:
"Accreted Value" shall mean, as of any date of computation
with respect to any Capital Appreciation Bond, an amount equal to
the principal amount of such Capital Appreciation Bond (the prin.
cipal amount at its initial offering) plus the interest accrued on
such Capital Appreciation Bond ~rom the date of delivery to the
original purchasers thereof to the Interest Pa)~ent Date next pre-
ceding the date of computation or the date of computation if an
Interest Payment Date, such interest to accrue at a rate not
exceeding the legal rate as set forth in the resolution of the
Commission providing for the issuance of such Bonds, compounded
periodically, plus, with respect to payment upon redemption of the
Capital Appreciation Bonds, if such date of computation shall not
be an Interest Payment Date, a portion of the difference between
the Accreted Value as of the immediately preceding Interest Payment
Date (or the date of original issuance if the date of computation
is prior to the first Interest Payment Date succeeding the date of
original issuance) and the Accreted Value as of the immediately
succeeding Interest Payment Date, calculated based on the assump-
tion that Accreted Value accrues.~ in equal daily amounts on the
basis of a year of twelve 3D-day monttls.
"Act" shall mean the Florida Community Redevelopment Act,
Chapter 163, Part III, Florida Statutes, as amended, and other
applicable provisions of law.
"Agency" shall mean the Miami Beach Redevelopment Agency, a
body corporate and politic, created pursuant to the Act.
"Amortization Requirements" shall mean such moneys required to
be deposited in the Bond Redemption Account for the purpose of the
mandatory redemption or payment at maturity of any Term Bonds, the
specific amounts of such deposits to be determined by the Chairman
in the Chairman's Certificate with respect to the Series 1993 Bonds
and pursuant to any resolution authorizing any other Series of
Bonds with respect to such ether Series of Bonds.
"Appreciated Value" shall mean (i) as of any date of compu-
tation wlth respect to any Capital Appreciation and Income Bond up
t':J the Interest Commencement Date set fcrth in the resolution of
the Commission providing for the issuance of such Bond, an amount
equal to the principal amount of such Bond (the principal amount at
its in1tial offering) plus the interest accrued on such Capital
A~preciation and Income Bond from the date of delivery to the
original pur::hasers thereof to the Inr.e::est Payment Dat.e next
preceding the date of computation or the date of computation if an
Interest Payment Date, such interest to accrue at a rate not
exceeding the legal rate as set forth ln the resolution of the
COfTlmissian providing far the issuance of such Bonds, compounded
periodically, plus, with respect to the pa)"mer.':. upon redemption of
the Capital Appreciation and Income Bonds, if such date of computa.
tion shall not be an Interest. Payment :)at.e, a portion of the
difference between the Appr.-eciated Value as of the immediately
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(
"County" shall mean Dade County. Florida
preceding Interest Payment Date (or the date of original issuance
if the date of computation is prior to the first Interest Payment
Date succeeding the date of original issuance) and the Appreciated
Value as of the immediately succeeding Interest Payment Date cal-
culated based upon an assumption that Appreciated Value accrues in
equal daily amounts on the basis of a year of twelve 30-day months
arId (iil as of any date of computation on and after the Interest
Commencement Date, the Appreciated Value on the Interest Commence~
ment Date.
"Average Annual Debt Service" shall mean, at any time and with
respect to all of the Bonds or any particular Series of Bonds (as
appropriate) I the sum of the Debt Service Requirements for the then
current and every succeeding Fiscal Year divided by the number of
such Fiscal Years.
"Bonds" shall mean the Series 1993 Bonds, au t.hori zed to be
issued pursuant to this Resolution, together with any additional
parity Bonds hereafter issued pursuant to this Resolution.
"Bondholder" I "Holder", "Holder of Bonds" or "Owner" or any
similar term, shall mean any person, who shall be the registered
o.....ner of any Outstanding Bond or Bonds.
"Capital Appreciation Bonds" shall mean any Bonds issued under
this Resolution as to which interest is compounded periodically on
each of the applicable periodic dates designated for compounding
and payable in an amount equal to the then current Accreted value
only at the maturity, earlier redemption or other payment date
therefor, all as so designated by subsequent proceedings of the
Commission relating to the issuance thereof, and which may be
either Serial Bonds or Term Bonds~
"Capital Appreciation and Income Bonds" shall mean any Bonds
issued under this Resolution as to which accruing interest is not
paid prior to the Interest Conunencement Date specified in the
resolution authorizing such Bonds'," and the Appreciated Value for
such Bonds is compounded periodically on certain designated dates
prior to ~he Interest Commencement Date for such Series of Capital
Appreciation and Income Bonds, all as so designated by subsequent
proceedings of the Cornm.ission relating to the issuance thereof and
which may be either Serial Bonds or Term Bones.
"Cha.irma.n" shall mean the Chainnan of the Agency or in the
absence or disability of the Chairman, the Vice Chairman of the
Agency or the officers succeeding to their principal ~t:~ctions.
"Chainnan's Certificate" shall mean the Certificate to be
executed by the Chairman prior to or at the time of the execution
of the Band Purchase Agreement (as defined in Section 201 hereo:),
Wll1Ch Certificate shall provide the details of ':::e Series 1993
Bonds.
"City" shall mean the City of Miami Beach, Florida.
I
"Code" shall mean the Internal Revenue Code of 1986, as
amended from time to time, and the regulations promulgated there-
under and appl icable regulations promulgated under the Internal
Revenue Code of 1954, as amended.
"Commission" shall mean the Board of Commissloners of the
A9'ency.
"Credit Facility" shall mean an irrevocable letter of credit,
POllCY of municipal bond insurance, guaranty, purchase agreement,
c~edit agreemenc or similar facility in which the entity pr~vidirlg
such facility irrevocably agrees to provide funds :;'0 make payment-
of the princi.pal of, premium, if any and interest cn 80:1::5 and
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which entity is rated on the date of delivery of such facility, in
the case of a policy of municipal bond insurance, in the highest
rating categories of Moody's Investors Service, Inc. or any
successors thereof and Standard & Poor's Corporation or any
successors thereof and, in the case of any other such facility, in
any of the two highest rating categories of Moody's Investors
Service lIne. or any successors. thereof and Standard & Poor's
Corporation or any successors thereof.
"Debt Service Requirement" for any period, as applied to all
ot the Bonds or all of the Bonds of any Series (as appropriate) 1
shall mean the respective amounts which are needed to provide:
(al for paying the interest on all Bonds or all Bonds of
such Series (as appropriate) then Outstanding which is payable
on each Interest Payment Date in such period,
(bl for paying the principal of all Serial Bonds or all
Serial Bonds of such Series (as appropriate] then Outstanding
which is payable upon the maturity 0: such Serial Bonds in
such period, and
(c) the Amortization Requirements, if any, for all Term
Bonds or the Term Bonds of such Series [as appropriate I for
such period.
The following rules shall apply in determining the amount of
the Debt Service Requirement for any period:
(a) In the case of Extendible Maturity Bonds, the Bonds
shall be deemed to mature on the later of the stated maturity
date or the date to which such stated matu~ity date has been
extended;
(b) In the case of Capital Appreciation Bonds, the prin-
cipal and interest portions of the Accreted Value of Capital
Appreciation Bonds becoming due at maturity or by virtue of an
Amortization Requirement shall be included in the calculations
of accrued and unpaid Debt Service Requirements in the year in
which said principal and interest portions are due and pay-
able;
Icl In the case of Capital Apprec>ation and Income
Bonds, the principal and interest portions of the Appreciated
Value of Capital Appreciation and Income Bonds shall be
included in the calculations of accrued and unpaid Debt
Service Requirements in the year in which said principal and
interest portions are due and payable;
(d) If all or a portion of the principal of (including,
without limitation, Amortization Requireme~ts) or interest on
a Series of Bonds is payable from funds irrevocably set aside
or deposited for such purpose, together with projected earn-
ings thereon to the extent such earnings are projected to be
trom Permitted Investments which a:::e rated, or the provider of
which Permitted Investments is rated. at the time of the
investment of such funds therein, at least "Baa" by Moody's
Investors Service, Inc. or any successo:rS t.hereof and "BBB" by
Standard & poor's Corporation or any successors thereof, such
principal or interest shall not be lncluded in determining
Debt Service Requirements if s'.ler. funds ar.d/or Permitted
Investments will provide moneys which sha~l be suf~icient to
pay when due such principal or In:erest.
"Defeasance Obligations" shall mear. to ':he extent permitted by
law:
(a) Direct general obligations of, or obligations the
timely payment of the principal of and the interest on which
is unconditionally guaranteed by, the United States 0:
A.rnerica; and
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(b) Evidences of indebtedness issued by the Bank for
Cooperatives. Federal Home Loan Banks, Federal Home Loan
Mortgage Corporation (including participa~ion certificates) I
Federal Land Banks. Federal Financing Banks, or any other
agency or instrumentality of the United States of America
created by an act of Congress which is subs~antially similar
to the foregoing in its legal relationship to the United
States of America; provided that the obligations of such
agency or instrumentality are unconditionally guaranteed by
the United States of America or any other agency or instru-
mentality of the United States of America; and
(c I Evidences of ownership of proportionate interests in
future interest and principal payments on specified obliga-
tions described in (a) above held by a bank or trust company
as custodian, under which the owner of the investment is the
real party in interest and has the right to proceed directly
and individually against the obligor on the underlYlng obliga-
tions described in (al above, and which underlying obligations
are not available to satisfy any claim of the custodian or any
person claiming through the custodian or to whom the custodian
may be obligated; and
(dl Obligations described in Section 103(a) of the Code
which do not permit redemption prior to maturity at the option
0: the obligor and provision for the pay~nen( 0: the principal
of, premium, if any, and interest on which shall have been
made by the irrevocable deposit with a bank or trust company
actlng as a trustee or escrow agent for the hclders of such
obligations, securities described in clauses (a) or (bl above,
the maturing principal of and interest on which, when due and
payable, will provide sufficlent monies to pay when due the
principal of, premium if any, and interest on such obliga-
tions, and which securities described in clauses \al or (b)
above are not available to satisfy any other claim, including
any claim of the trustee or escrow agent or of any person
claiming through the trustee~ or escrow agent or to whom the
trustee or escrow agent may be obligated, including in the
- event of the insolvency of the trustee or escrow agent or
proceedings arising out of such insolven=y,
"Executive Director" shall mean the Executi.ve Director of the
Agency.
"Extendible Maturity Bonds" shall mean Bonds the maturities of
which, by their terms, may be extended by and at the optior. of the
Agency,
"Fiduciaries" shall mean the Paying Agent, the Registrar and
the Trustee appointed and acting under this Resolution,
"Fiscal Year" shall mean that period commencing on October 1,
and continuing to and including the next succeeding September 3D,
or such other annual period as may be prescribed by law or by the
Agency in accordance with law.
"Interest Commencement Date" shall mean, wi:h respect to any
particular Capital Appreciation and Income Bo~ds, the date specl-
fied in the resolution providing for the issuan::e of such Bonds,
(which date must be prior to the ma:ur:.ty da:e for such Bonds!
after WInch interest accruing on such Bonds shall be payable
semi.anrlually or otherwise on a periodic baS1S prior co maturity,
with the :irst such payment date being t.he appl:..ca.tlle Interest
Payment Date immediately succeeding suell Interes: Com....nencemen:
Date,
"Interest Payment Date" shall mean for each Series of Bonds
such daces on which interest on the Bonds is payable on such Bonds
that are Outstanding, as set forth in the proceedlllgs of the Agency
provlding !cr the issuance of such Series cf ?~nds.
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"Liquidity Facility" shall mean a letter of credit, line of
credi t, pol icy of municipal bond insurance, guaranty, purchase
agreement or similar facility in which the entity providing such
facility agrees to provide funds to pay the purchase price of Put
Bonds upon their tender by the Holders of Put Bonds and which
entity is rated on the date of delivery of such facility, in the
case of a policy of municipal bond insurance, in the highest rating
categories of Moody' 5 Investors Service, Inc. or any successors
thereof and Standard & Poor's Corporation or any successors thereof
and, in the case of any other such facil~ty, in any of the two
highest rating categories of Moody's Investors Service, Inc. or any
successors thereof and Standard & Poor's Corporation or any
successors thereof.
"Maximum Annual Debt Service" shall mean, at any time and with
respect to all of the Bonds or any particular Series of the Bonds
(as appropriate), the greatest Debt Service Requirement in the then
current or any succeeding Fiscal Year.
"Net Trust Fund Revenues" shall mean the Trust Fund Revenues
after deducting $500,000 therefrom in each Fiscal Year for the
payment of the Agency's current operating expenses relating to the
Redevelopment Plan (not including Debt Service Requirements on the
Bonds) .
"Outstanding" when used with reference to the Bonds, shall
mean, as of any date of determination, all Bonds theretofore
authenticated and delivered except:
(a) Bonds theretofore cancelled by the Registrar or
delivered to the Registrar for cancellation;
Ibl Bonds which are deemed paid and no longer Out-
standing as provided herein;
(c) Bonds in lieu of which other Bonds have been issued
pursuant to the provisions he~eof relating to Bonds destroyed,
stolen or lost, unless evidence satisfactory to the Registrar
has been received that any such Bond is held by a bona fide
purchaser; and
(d) For purposes of any consent or other action to be
taken hereunder by the Holders of a specified percentage of
principal amount of Bonds, Bonds held by or for the account of
the Agency.
"Paying Agent" shall mean any bank or trust company or any
successor bank or trust company appointed by the Agency to act as
Paying Agent hereunder.
"Permitted Investments" shall mean and include such obliga.
tions as shall be permitted to be legal investments of the Agency
by the laws of the State.
"pledged Funds" shall mean, collectively, (i) the Net Trust
Fund Revenues, (i1) for se long as the City is obligated to
transfer Supplemental Revenues to the Trustee for deposit under
Section 304 (D) of this Resolution pursuant to the Supplemental
Revenues Resolution, the Supplemental Revenues received by the
Trustee, and (iii) except for moneys, securities and instruments in
the Rebate Fund, all moneys, securlties and instruments held in the
Funds and Accounts created and established by this Resolution.
.Put Bonds. shall mean the Bonds which by their terms may be
tendered by and at the option of the owner thereof for payment by
the Agency prior to the stated matu~ity the~eof.
"Purchasers" shall mean Claytor. Brown & Associates, Inc.,
Morgan Stanley & Co. Incorporated a:1d A:BC Investmer.t Services
Cor:porat.ion.
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"Resort Tax Revenues" shall mean the proceeds of the Resort
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"Redevelopment Area" shall mean the "Ci':y Center/Historic
Convention village Redevelopment and Revitalization Area" located
withln the City and found by the City to be a "blighted area"
within the meaning of the Act and described in the Redevelopment
Plan, as the geographic boundaries of such area may be changed from
time to time as permitted under the Act.
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"Redevelopment Plan" shall mean the redevelopment plan far the
Redevelopment Area adopted by the Agency by Resolution No. 128-93
adopted on February 12, 1993 and approved by the City by Resolutlon
No. 93-20721 adopted on February 12, 1993 and by the County by
ResoluLion.No. 317-93 adopted on March 3D, 1993, as the same may be
amended from time to time.
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"Redevelopment Projects" shall mean the particular community
redevelopment projects undertaken by the Agency pursuant to the
Redevelopment Plan within the Redevelopment Area ~n accordance with
the Act, including the Series 1993 Redevelopment Project.
"Registrar" shall mean the officer of the Aaencv or a bank or
trust company appointed by the Agency, located ~lthin or without
the State of Florida, who or which shall maintai~ the reqistration
books of the Agency and be responsible for the tra-nsfer and
exchange of the Bonds, and who or which may also be the Paying
Agent and the Trustee for the Bonds.
"Reserve Account Insurance Policy" shall mean the insurance
policy, surety bond or other acceptable evidence of insurance, if
any, deposited in the Debt Service Reserve Account in lieu of or in
partial substitution for cash or securities on deposit therein.
The issuer providing such insurance shall be a municipal bond
insurer rated, at the time of deposit in the Debt Ser\l'ice Reserve
Account, in the highest rating categories of Moody's Investors
Ser\l'ice, Inc. or any successors thereof and Standard Poor's Corpo-
ration or any successors thereof.
"Reserve Account Letter of Credit" shall mean the irrevocable,
t:-ansferable letter of credit, if any, deposited in the Debt
Ser/l.~e Reserve Account in lieu of or in partia::" substitution for
cash or securities on deposit therein. The issuer providing such
letter of credit shall be a banking association, bank or trust
company or branch thereof rated, at the time of deposit into the
Debt Se~ice Reserve Account, in any of the two highest rating
categories of Moody's Investors Service, Inc. or a:1Y successors
thereof and Standard Poor's Corporation or any successors thereof.
"Reserve Account Requirement" shall mean the lesser of (i)
Maximum Annual Debt Service on all Bonds Outstand~ng, (iil 125\ of
Average Annual Debt Service on all Bonds Outstanding, or (iii) 10\
of the proceeds of the Bonds within the meaning of the Code.
"Resolution" shall mean this Resolution as the same may from
time to time be amended and supplemented in acco~dance with the
terrr.s hereof.
"Resort Tax" shall mean the municipal resort tax imposed,
levied and collected by the City pursuant to Chapter 67-930, Laws
of Florlcta, Acts of 1967, as amended, ChaDter 166, Florida
Statutes, as amended, the City Charter, as amend~d, a!1d Chapter 41,
Article V of the City Code, as amended.
Tax.
"Series" shall mean all of the Bonds allthe~ticated and
delivered on o~i9:nal issuance dnd pursuant ~c ~~:s R~sa~ution O~
"Serial Bonds" shall mean the Bonds of any Series which shall
be stated to mature in annual installments bu~ not lDcluding Term
Bends.
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any supplemental resolution authorizing such Bonds as a separate
Series of Bonds, or any Bonds thereafter authenticated and deliv-
ered in lieu of or in substitution for such Bonds pursuant to
Artlcle II hereof, regardless of variations in maturity, interest
rate or other provisions.
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"Series 1993 Bonds" shall mean the Tax Increment Revenue
Bonds, Series 1993 (City Center/Historic Convention Village),
authorized to be issued under this Resolution 10 the aggregate
princlpal amount not to exceed $25,000,000
"Series 1993 Redevelopment Project" shall mean the acquisi-
tlon, clearing and/or rehabilitation of certain property and the
construction of certain public improvements within the Redevelop-
ment Area being financed with the proceeds of the Series 1993
Bonds.
"State" shall mean the State of Florida.
"Supplemental Revenues" shall mean the portion of the Resort
Tax Revenues pledged by the City for the benefit of the Holders of
the Bonds under the provisions of the Supplemental Revenues Resolu-
tion.
"Supplemental Revenues Bonds" shall mean any and all bonds
issued by the City or other obligations incurred by the City (other
than the payment obligations under Section 5 of the Supplemental
Revenues Resolution). from time to time, which are payable from,
and are secured by a pledge and lien upon, the Supplemental
Revenues on a parity with the City' 5 payment obligations under
Section 5 of the Supplemental Revenues Resolution and the pledge
and lien granted under Section 6 of the Supplemental Revenues
Resolution.
"Supplemental Revenues Resolution" shall mean the resolution
adopted by the City on January 5, 1994 pledging the Supplemental
Revenues for the benefit of the HoJders of the Bonds.
"Term Bonds" shall mean the Bonds of any Series which shall be
stated to mature on one date and for the amortization of which
paJ....ments are required to be made into the Bond Redemption Account
in the Sinking Fund.
"Trust Pund" shall mean the City Center/Historic Convention
Village Redevelopment and Revita~ization Trust Fund established by
Ordinance No. 93-2836 adopted by the Clty on February 24, 1993 and
by Ordinance No. 93 - 28 enacted by the C",mty on April 27, 1993 ln
accordance with the Act.
"Trust Pund Revenues" shall mean the revenues derived from the
Redevelopment Area and received by the Agency for deposit in the
Trust Fund pursuant to Section 163.387, Florida Statutes, as
amended, Ordinance No. 93-28 enacted by the County on Aprll 27,
1993, as amended from Orne to time, and Ordinance No. 93-2836
adopted by the City on February 24, 1993, as amended from time to
time.
"Trustee" shall mean any bank or trust company or any
successor bank or trust company appointed by the Agency to act as
Trustee hereunder, and which may also be the Paying Agent and
Registrar for the Bonds.
Words importing singular number sha::'l include the plural
number in each case and vice versa, and words importing persons
shall include firms and corporations. Wo~ds defined in Section 101
hereof that appear in this Resolution in lower case fann shall have
the meanings ascribed to them in the de~l~itions in Section 101
unless the context shall otherwise ir:d:cate. The words "Bond",
"Owner", "Holder" and "person" shall inc:ude the plural as well as
the singular number unless the context shall otherwise ir:dicate.
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[END OF ARTICLE II
The word "person" shall include corporations and associations,
including public bodies, as well as natural persons, unless the
context shall otherwise indicate. The word "Bond" or "Bonds" and
the words "revenue bond" or "revenue bonds" shall mean any Bond or
Bonds or all of the Bonds, as the case may be, issued under the
provisions of this Resolution. The word "Resolution" shall include
this Resolution and each resolution supplemental hereto.
SECTION 102. AUTHORITY FOR THIS RESOLUTION. This resolutlon
is adopted pursuant to the provisions of the Act.
FINDINGS. It is hereby ascertained, detennined
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SECTION 103.
and declared:
(a) That the Agency is authorized to receive, deposit
and apply the Trust Fund Revenues and supplemented Revenues
pursuant to the Act.
(bl It is necessary and desirable to issue the Series
1993 Bonds in order to finance the Series 1993 Redevelopment
project.
(c) The principal of and interest on the Bonds and all
requlred sinking fund. reserve and other payments shall be
payable solely from the Pledged Funds. None of the Clty, the
County. or the State of Florida or any political subdivision
thereof or governmental authority or body therein shall ever
be required to levy ad valorem taxes to pay the principal of
or interest on the Bonds or to make any of the sinking fund,
reserve or other payments required by this Resolution or the
Bonds. and the Bonds shall not constitute indeb~edness of the
Agency, the City, the County, the State or any political
subdivision thereof within the meaning of any constitutional,
statutory or other provision or limitation or a lien upon any
property owned by or situated within the corporate territory
ot the Agency or the City, except as provided herein with
respect to the Pledged Funds~
(d) Due to the character of the Series 1993 Bonds, the
complexity of structuring an issue of bonds secured by the
Trust Fund Revenues, prevailing market conditions, and the
recommendation of the financial advisor to the Agency that the
sale of the Series 1993 Bonds be by negotiation, the sale of
the Series 1993 Bonds on the basis of negotiated sale rather
than a public sale by competitive bid is in the best interest
of the Agency and is hereby authorized.
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SECTION 104. RESOLUTION CONSTITUTES CONTRACT. In conside-
ration of the acceptance of the Bonds aut.hori zed to be issued
hereunder by those who shall own the same ~rorn time to t.ime. this
Resolution shall be deemed to be and shall cons:itute a con:ract
between the Agency and such Bondholders, and the covenants and
agreements herein set forth to be performed by the Ager:cy shall be
for the equal benefit, protection and security of the owners of any
and all of such Bonds, all of which shall be of equal ra~k and
without preference, priority, or distinction of any of the Bonds
over any other thereof except as expressly provided therein and
herein.
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ARTICLE II
AUTHORIZATION, TERMS. EXECUTION AND
REGISTRATION OF BONDS
SECTION 201. AUTHORIZATION OF THE SERIES 1993 BONDS. Sub-
Ject and pursuant to the provisions of this Resolution, Bonds of
the Agency to be known as Tax Increment Revenue Bonds, Series 1993
(City Center/Historic Convention Village) (the hSeries 1993
Bonds"), are hereby authorized to be issued in an aggregate
principal amount not to exceed Twenty Five Million Dollars
(S25,000,000), for the purpose of providing funds, together with
certain other available moneys, to finance the Ser~es 1993 Redevel-
opment proj eet. to fund the Debt Service Reserve Account and to pay
costs of issuance of the Series 1993 Bonds, which Bonds may be
issued all at one time or from time to time in Series, and if in
Series, may be dated, numbered, and designated as to Series, all as
shall be detennined in the Chairman's Certificate. The financing
of the Serles 1993 Redevelopment ProJect and i:'5 acquis.i.tion is
hereby authorized.
Subject to the limitations contained herein, the Series 1993
Bonds shall be issued in such aggregate amount, shall be dated,
shall mature on such dates and in such years, but not later than
December 31, 2022, and in such amounts, shall be in the form of
Serial Bonds or Term Bonds or a combination thereof, shall have
such Interest Payment Dates in each yearj shall bear interest at
such rates not to exceed 8\, shall have such Amortization Require-
ments, if any, and shall be subject to redemption at such times o.nd
at- such prlces, all as shall be set forth in the Chairman's
Certificate.
The Commission hereby appoints First Union National Bank of
Florida, Miami, Florida, as Trustee, Registrar and Paying Agent
hereunder.
The Commission hereby approves the distribution of copies of
the Preliminary Official Statement with respect to the Series 1993
Bonds (the "Preliminary Official Statement") in substantially the
fo;rm presented at this meeting with such changes as may be approved
by the Chainman. The Chai~~an or his designee is hereby authorized
to deem the Prelimina::-y Official Statement "final" for purposes of
Securities and Exchange Commission Rule 15c:2~12 and to execute any
cert~ficates in connection with such finding. The Chainman and the
Executive Director or his designee, are hereby authorized to
execute the Official Statement with respect to the Series 1993
Bonds (the "Official Statement") on behalf of the Agency, in
substap.tlally the form of the draft of the Prel1minary Official
S:ate~ent presented at ~his meeting with such changes therein as
shall be necessary to evidence the terms of the Series 1993 Bends
and such adjitional changes as may be approved by the Chairman,
with such execution to consti~ute conclusive evidence of such
of:icer's approval and the Agency's approval of any change therein.
The use of the Preliminary Official Sta:eme~t and the final
O::ic~al Statement i~ the marketing an~ sa:e ~: the Series 1993
EL::::;,ds :.s :'.e::.-e::y approved.
The Commission hereby approves the form of the Bond Purchase
Agreement (the I'Bond Purchase Agreement") for the purchase of tl1e
Series 1993 Bonds by the Purchasers, a copy of which draft fonn of
Bond Purchase Agreement has been presented ac this meeting. In
connection with the sale of the Series 1993 Bends, the Chairman is
hereby authorized to execute ::he Bond Purchase Agreement, upon
compliance by the Purchasers with any and a:1 requlrements of
Florlda Statutes, Section 218.385(4), in subs::a:ltldlly the fo!~
presen::.ed at this meeting, sl..;,bject to such cha;:ges, lnse::'tions and
omisslollS and such filling-in of blallks therei~ as may be necessary
to evidence t:le terms of the Series 1993 Bo~ds a:-:c: such ad=.itlor:al
c~lallges as may be approved by tile Chairman. T~le t:"'urchase price at
which the Serlcs :993 Bonds shall be aW81--jec to ~he P'..lrchasers
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shall be determined by the Chairman in consultatlon with the
financial advisor of the City and Agency but shall not be less than
98% of the principal amount of the Series 1993 Bonds (not including
original issue discount). The execution and delivery by the
Chairman of the Bond Purchase Agreement for and on behalf of the
Agency shall be conclusive evidence of the approval of such officer
and the Agency of any such changes, lnsertions, omlSSlons or
filling+in of blanks.
SECTION 202. DESCRIPTION OF BONDS. Unless otherwise speci-
fied by the Agency in subsequent proceedings, any Bonds issued
pursuant to this Resolution shall be issued in fully registered
form and, if the Registrar issues notice of the availability of
exchanging registered Bonds for coupon Bonds, in coupon form. If
the Registrar receives an opinion of counsel of recognized standing
in the field of law relating to municipal bonds to the effect that
the issuance of any of the Bonds in coupon form will not adversely
affect the exclusion from gross income for Federal income tax
purposes of the interest on any of the Bonds, the Registrar may, at
the written direction of the Agency, mail notice to the registered
owners of the Bonds of the availability of exchanging registered
Bonds for coupon Bonds. Registered Bonds may then be exchanged for
an equal aggregate principal amount of coupon Bonds of the same
Series and maturity of any authorized denomination and coupon Bonds
may be exchanged for an equal aggregate principal amount in the
manner provided in this Resolution.
Unless otherwise specified by the Agency in subsequent pro-
ceedings, the Bonds of a Series shall be dated as determined in a
Chairman's Certificate as to the Series 1993 Bonds and pursuant to
subsequent resolution of the Agency as to the issuance of any other
Series of Bonds; shall be payable in any coin or currency of the
United States of America that is legal tender at the time of such
payment; shall bear interest from their date at a fixed rate not
exceeding the legal rate per annum, with interest paid to the
registered Holder thereof on each Interest payment Date by the
Paying Agent at the address shown ~n the registration books of the
Agency (held by the Registrarl at the close of business on the 15th
day of the calendar month preceding an Interest Payment Date or any
other date with respect to any Series of Bonds as may be determined
pursuant to subsequent resolution of the Agency (in each case a
"Regular Record Date"), except for (i) Capital Appreciation Bonds
which shall bear interest as described under the defined term
Acc::-eted Value, payable only upon reciemption or maturity thereof
and (iil Capital Appreciation and Income Bonds which shall bear
inc.erest as described under the def ined te::-m Appt"eciated Value,
payable on the amount due at maturity but only frorn and after the
Interest Commencement Date; shall be leLtered and shall be numbered
in such manner as determined in a Chairman's Certl:icate as to the
Series 1993 Bonds and pursuant to subsequent resolution of the
Agency relating to the issuance of any other Series of Bonds; shall
be in denomlnations of $5,000 or any integral mul~::.ples t:1ereof as
to the Series 1993 Bonds and as determined pursuant LO subsequent
resolution of the Agency relating to the issuance of any other
Serles of Bonds; and shall mature on such dates, in such years and
in such amounts, as determined in a Chairman's Certificate as to
the Series 1993 Bonds and as provided for pursuant to subsequent
resolution of the Agency relating to any other Series of Bonds.
Notwithstanding anything in this paragraph to the contrary, any
interest not punctually paid on an Interest Payment Date shall
forthWith cease to be payable to the registered Holder on the
Regular Record Date and may be paid to the registered Holder as of
the close of business on a special record date fer the payment of
such defaulted interest to be fixed by the Paying Agent, notice of
which shall be given not less than 10 days prior to such special
record date to the registered Holders.
The principal of and redemption premium, if any. on the Bonds
shall be payable upon presentation and surrender at ~:1e prlncipal
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Notice of redemption for Bon~s being redeemed shall be given
by deposit in the U.S. mails of a copy of a redemption notice,
postage prepaid, at least thirty (301 and not more than sixty (601
days before the redemption date to all registered owners of the
Bonds or portions of the Bonds to be redeemed at their addresses as
they appear on the registration books to be maintained in accord*
ance wlth the provisions hereof. Failure to mail any such notice
to a registered owner of a Bond, or any defect therein. shall not
affect the validity of the proceedings ~or redemption of any Bond
or portion thereof with respect to which no failure or defect
occurred. Such notice shall set forth the date fixed for redemp-
tion. the rate of interest borne by each Bond being redeemed, the
date of publication, if any, of a noc.ice of redemption, the name
and address of the Registrar and Paying Agent, the redemption price
to be paid and, if less than all of the Bonds then outstanding
shall b,= called for redemption, the distinctive numbers and
letters, including CU:~IP numbers, if any, of such Bonds to be
redeemed and, in the case of Bonds to be redeemed in part only, the
portion of the principal amount ther.eof to be redeemed. If any
Bond is to be redeemed in part only, the notice of redemption which
relates to such Bond shall also state that on or after the redemp-
tion date, upon surrender of such Bond, a new Bond or Bonds in a
principal amount equal to the unredeemed portion of such Bond will
be issued. Any notice mailed as provided in this section shall be
conclusively presumed to have been duly given, whether or not the
owner of such Bond receives such notice.
office of the Paying Agent. Interest on the Bonds shall be paid by
check or draf t drawn upon the Paying Agent and mailed to the
registered owners of the Bonds on each Interest Payment Date;
provided, however, that (il if ownership of Bends is maintained in
a book-entry only system by a securities depository, such payment
may be made by automatic funds transfer to the secur~ties
depository or its nominee or (iil if such Bonds are not maintained
in a book-entry only system by a securities depository, upon
written request of the Holder of $1,000,000 or more in principal
amount of Bonds, such payments may be made by wire transfer to the
bank and bank account specified in writing by such Holder (such
bank being a bank within the continental Unlted States), if such
Holder has advanced to the Paying Agent the amount necessary to pay
the cost of such wire transfer or authorized the Paying Agent to
deduct the cost of such wire transfer from the payment due to such
Holder
The Bonds issued hereunder may be Serial Bonds or Term Bonds
and may be Capital Appreciation Bonds, Capital Appreciation and
Inco~e Bonds, Extendible Maturity Bonds. Put Bonds and such other
types of bonds as may be marketable frem time to time, including,
without limitation, taxable Bonds and Bonds issued in book entry
form, as determined hereunder or by subsequent proceedings of the
Agency.
SECTION 203. REDEMPTION PROVISIONS. The Bonds of each
Series, other than the Series 1993 Bonds, may be subject to
redemption prior to maturity at such times, at such redempt.ion
prices and upon such terms in addition to the terms contained in
this Resolution as may be determinEd pursuant to subsequent
resolutions of the Agency, which subsequent resolutions may contain
different redemption notice provisions than those contained in this
Resolution. The redemption provisions for the Series 1993 Bonds
shall be established in the manner desc:-ibec i.n the second para-
graph of Section 201 of this Resolution.
In addition to the redemption notice described abova, the
Agency shall give notice of redemption for Bonds being redeemed to
registered securities depositories and to national information
serVlces that disseminate redemption notices at least 2 business
days i~ advance of the notice mailed to Holders of Bends by sending
notice to depositories such as Depository Trust Company at New
York, New Yo~k, Midwest Secerities Trusr co~pany of Chicago,
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Notwithstanding the foregoing, notice of redemption in
connection with an optional redemption of Bonds shall not be given
by the Ay-ency unless on the date of giving of such notice of
redemption the Agency has on deposit with the Paying Agent
sufficient moneys to provide for such redemp~ion.
SECTION 204. EXECUTION OF BONDS. The Bonds shall be exe-
cuted in the name of the Agency by the Chainnan, and the seal of
the Agency or a facsimile thereof shall be affixed thereto or
lmpnnted or reproduced thereon and attested by the Executive
Director, either manually or with their facsimile signatures. In
case anyone or more of the officers who shall have signed or
sealed any of the Bonds shall cease to be such officer before the
Bonds so slgned and sealed shall have been actually sold an
delivered. such Bonds may nevertheless be sold and delivered as
herein provided and may be issued as if the person who signed and
sealed such Bonds had not ceased to hold such o:fice. Any Bond may
be signed and sealed on behalf of the Agency by such person as at
the actual time of the execution of such Bond shall hold the proper
office, although a~ tile date of such Bonds sucn person may no~ have
held such office or may not have been so authorized.
The Bonds of each Series shall bear thereon a certificate of
authentication, in the form set forth in Exhibit A heretO, executed
manually by the Registrar. Only such Bonds as shall bear thereon
such certlficate of authentication shall be entitled to any right
or benefit under this Resolution and no Bond shall be valid or
obligatory for any purpose until such certificate of authentication
shall have been duly executed by the Registrar. Such certificate
of the Registrar upon any Bond executed on behalf of the Agency
shall be conclusive evidence that the Bond so authenticated has
been duly authenticated and delivered under chis Resolution and
that the Holder thereof lS entitled to the bene~i~.s of this
Resolutlon. If the Bonds of a Series have been vaJ..idated. the
validation certificate on each of the Bonds o! 5u~h s~~:es shal: be
Illinois, Pacific Securities Depository Trust Company of San
Francisco, Californla, and Philadelphia Depository Trust Company of
Philadelphia, pennsylvania and to national information se!'llces
such as Financial Information Inc.' s Daily Called Bond Service,
Interact ive Data Carporat ion' B Bond Service, Kenny Information
Service's Called Bond Service, Moody's Municipal and Government
News ReportS and Standard and poor's Called Bond Record.
In addition, the Paying Agent shall publish notice of redemp-
tion one time in The Bond Buver of New York, New York or if the
Paying Agent believes that such publication is impractical or
unlikely to reach a substantial number of o.....ners of the Bonds to be
redeemed, in some other financial newspaper or journal .....hich regu-
larly carries notices of redemption of other obligations s~milar to
the Bonds, such publication to be made at least 30 days prior to
the date fixed for redemption.
Notice having been given in the manner and under the condi.
tions described in the second paragraph of this Section 203, the
Bonds or portions of Bonds so called for redemption shall, on the
redemption date deslgnated in such notlce, become and be due and
payable at the redemption price provided for redemption for such
Bonds or portions of Bonds on such date. On the date so designated
for redemption, moneys for payment of the redemption price being
held in separate accounts by the Paying Agent in trust tor the
registered owners of the Bonds or portions thereof to be redeemed,
all as provided in this Resolution, interest on the Bonds or
portions of Bonds so called for redemption shall cease to accrue,
such Bonds and portions of Bonds shall cease to be entitled to any
lien, benefit or security under this Resolution and shall be deemed
paid hereunder, and the registered owners of such Bonds or portions
of Bonds shall have no right in respect thereof except to recelve
payment of the redemption price thereof and to receive Bonds tor
any unredeemed portions of the Bonds.
13
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signed with the facsimile signatures of the present or any future
Chairman, and the Agency may adopt and use for that purpose the
facsimile signature of any person who shall have been such Chairman
at any time on or after the date of the Bonds, notwithstanding that
he may have ceased to be such Chairman at the time when said Bonds
shall be actually delivered.
SECTION 205. NEGOTIABILITY, REGISTRATION AND CANCELLATION.
At the option of the registered Holder thereof and upon surrender
thereof at the principal corporate trust office of the Registrar
with a written instrument of transfer satisfactory to the Registrar
duly executed by the registered Holder or his duly authorized
attorney and upon payment by such Holder of any charges which the
Registrar or the Agency may make as provided in this Section, the
Bonds may be exchanged for Bonds of the same aggregate principal
amount of the same Series and maturity of any other authorized
denominations.
The Registrar shall keep books for the registration of Bonds
and for the registration of transfers of Bonds. The Bonds shall be
transferable by the Holder thereof in person or by his attorney
duly authorized in writing only upon the books of the Agency kept
by the Registrar and only upon surrender thereof together with a
written instrument of transfer satisfactory to the Registrar duly
executed by the Holder or his duly authorized attorney. Upon the
transfer of any such Bond, the Agency shall cause to be issued in
the name of the transferee a new Bond or Bonds.
The Agency, the Trustee, the Paying Agent and the Registrar
may deem and treat the person in whose name any Bond shall be
registered upon the books kept by the Registrar as the absolute
Holder of such Bond, whether such Bond shall be overdue or not, for
the purpose of receiving payment of, or on account of, the prin-
cipal of, premium, if any, and interest on such Bond as the same
becomes due and for all other purposes. All such payments so made
to any such Holder or upon his order shall be valid and effectual
to satisfy and discharge the liab~lity upon such Bond to the extent
of the sum or sums so paid, and neither the Agency, the Trustee,
t~e Paying Agent nor the Registrar shall be affected by any notice
to the contrary.
In all cases in which the privilege of exchanging Bonds or
transferring Bonds is exercised, the Agency shall execute and the
Reg~strar shall authenticate and deliver Bonds in accordance with
the provisions of this Resolution. All Bonds surrendered in any
such exchanges or transfers shall forthwith be delivered to the
Registrar and cancelled by the Registrar in the manner provided in
this Section. There shall be no charge for any such exchange or
transfer of Bonds, but the Agency or the Registrar may require the
payment of a sum sufficient to pay any tax, fee or other govern-
mental charge required to be paid with respect to such exchange or
transfer. Neither the Agency nor the Registrar shall be required
(a) to transfer or exchange Bonds of any Series for a period of 15
days next preceding any selection of Bonds of such Series to be
redeemed or thereafter until after the mailing of any notice of
redemption; or (bl to transfer or exchange any Bonds of any Series
called for redemption.
Except as may otherwise be provided with respect to Put Bonds
in the proceedings of the Agency providing for the issuance there-
of, all Bonds paid or redeemed, either at or before maturity shall
be delivered to the Trustee when such pa~fme:1~ or redemption is
made, and such Bonds, together with all Bonds purchased by the
Agency, shall thereupon be promptly cancelled. Bonds so cancelled
may at any time be destroyed by the ,":'nlstee, who shall execute a
cer~ification of destruction in duplicate by the signature of one
of its authorized officers describlng the Bonds so destroyed, and
one execuced certificate shall be filed with the Agency and the
other executed certificate shall be r~ta~~ed by the Trustee.
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SECTION 206. BONDS MUTILATED. DESTROYED, STOLEN OR LOST. In
case any Bond shall become mutilated, destroyed, stolen or lost,
the Agency may execute and the Registrar shall authencicate and
dellver a new BO:1d of like Senes, date, maturity, denom1natlOn and
lnterest rate as the Bond so mutilated, destroyed, sto~en or lost;
pro'nded that, ln the case of any mutilated Bond, suer. rr.utilated
Bond shall first be surrendered to the Agency and, in the case of
any lost, stolen or destroyed Bond, there shall f,rst be furnished
to the Agency and the Reglstrar evidence of such loss, theft, or
destruCtlOn satisfactory to the Agency and the Registrar, together
wlth indemnity satisfactory to them. In the event any such Bond
shall be about to mature or have matured or have been called for
redemption, instead of issuing a duplicate Bond, the Agency may
direct the paying Agent to pay the same without surrender thereof,
The Agency and Registrar may charge the Holder of such Bonds their
reasonable fees and expenses in connection with this transaction.
Any Bond surrendered for replacement shall be cancelled in the same
manner as provided in Section 205 hereof.
Any such duplicate Bonds issued pursuant to this Section shall
constitute additional contractual Obligations on the part of the
Agency, whether or not the lost. stolen or destroyed Bonds be at
any ume found by anyone. and such duplicate Bonds shall be
entitled to equal and proportionate benefits and rightS as to lien
on and source and security for payment from the Pledged Funds, with
all other Bonds issued hereunder.
SECTION 207. PREPARATION OF DEFINITIVE BONDS; TEMPORARY
BONDS. Unless otherwise specified by the Agency in subsequent
proceedings, the definitive Bonds of each Serles shall be lithO-
graphed, ~rinted or typewritten. Until the definit1ve Bonds are
prepared, the Chairman and Executive Director may execute and the
Registrar may authenticate, in the same manner as is provided in
Section 204, and deliver, in lieu of definitive Bonds, but subject
to the same provisions, limitations and conditions as the defini-
tlVe Bonds, one or more printed, lithographed or typewrltten tempo-
rary fully registered Bonds, sub~tantiallY of the tenor of the
definitive Bonds in lieu of which such temporary Bond or Bonds are
issu&d, ln authOrized denominations or any whole muluples thereof.
and with s~ch omissions, insertions and varlat"ons as may be appro-
priate to such temporary Bonds. The Agency at lts own expense
shall prepare, execute and, upon the surrender at the corporate
trust of:ice of the Registrar of such temporary Bonds for which no
pa;~ent or only partial payment has been provided, the Registrar
shall authenticate and, without charge to the Holder thereof,
del1ver ].n exchange therefor. at the prinopal corporate trust
office of the Registrar, definitive Bonds of the same aggregate
princip,d amount, Series and maturity as the temporary Bonds sur-
rendered. Until so exchanged, the temporary Bonds shall in all
respectS be entitled to the same beneLts and seCUrlty as deLn"'
tive Bonds issued pursuant to this Reso~u~ion
SECTION 208. FORM OF BONDS. The text 0: the Bonds sball be
of the tenor set forth in Exhibit A to tr,"S Resol'ctlOn, \>11th sucb
omlsslons, insertions and variations as may be necessary and
desirable and authorized or permit_ted by this Resolution or a
Chairman'S Certificate.
SECTION 209. BOOK-ENTRY ONLY SYSTEM FOR THE BONDS; QUALIFI-
CATION FOR THE DEPOSITORY TRUST COMPANY. The Bcnds may be issued
as uncertificated securities through the bOOK-entry only system
ma:ntalned by The Depository Trust Company of New Y~d' ("OTC"I or
suerl other secunties depOsltory as may be selecteO by the Agency.
The ,\gency, the Trustee, the Registrar and t.110 paying Agent are
herellY all t 110ri zed to take such actions as may be necessary to
qualify the Bonds for deposit witb OTC, lncludlng but not llmited
to those actions as may be set forth ln a latter agreement (the
"GTe Agreement") to be entered into by and among tile Agency, tbe
Fiduclaries and oTC, the execution and deLve,\, of wr,lch \>11th
respect to the Series 1993 Bonds by tile C"",",-;.o,; or ExecutlVe
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Director of the Agency is hereby authorized, wire transfers of
interest and principal payments with respect to the Bonds, utiliz.
ation of electronic book entry data received from DTC in place of
actual delivery of Bonds and provisions of notices with respect to
Bonds registered by DTC (or any of its designees identified to the
Agency, the Trustee, the Registrar or the PaYlng Agent) by over.
night delivery, courier service, telegram. telecopy or other
similar means of communication.
[END OF ARTICLE II)
16
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ARTICLE III
COVENANTS, FUNDS AND APPLICATION THEREOF
SECTION 30I. BONDS NOT TO BE INDEBTEDNESS OP THE AGENCY OR
THE CITY. The Bonds shall not be and shall not constitute an
indebtedness of the Agency, the City, the County, the State or any
political subdivision thereof, within the meaning of any consti-
tutional, statutory or charter provisions or limitations, or a
pledge of the faith and credit of the Agency, the City, the County,
the State or any political subdivision thereof, but shall be pay-
able solely, as provided in this Resolution, from the Pledged
Funds. No Holder or Holders of any Bonds issued hereunder shall
ever have the right to compel the exercise of the ad valorem taxing
power of the Clty, the County, the State or any political subdi.
vlsion thereof or taxation in any form of any t"eal or personal
property there~n, or the application of any funds of the Agency or
the City, the County, the State or any political subdivision
thereof to pay the Bonds or the interest thereon or t.he making of
any sinking fund or reserve payments provided for he~ein other than
the Pledged Funds as provided in this Resolution,
SECTION 302. BONDS SECURED BY PLEDGE OF PLEDGED FUNDS. The
payment of the principal of, interest and premlurr., if any, on all
of the Bonds issued hereunder and any additional parity Bonds
hereafter issued, as provided herein, shall be secured forthwith
equally and ratably by a first lien on and pledge of the Pledged
Funds. The Pledged Funds in an amount sufficient to pay the
principal of alld interest on the Bonds herein authorized and to
make the payments into the Sinking Fund (hereinafter created and
established) and all other payments provided for in this Resolu-
tion, as well as moneys held in the funds and accounts created
under this Resolution (other than the Rebate Fund), are hereby
irrevocably pledged to the payment of the principal of and interest
on the Bonds authorized herein. and other payments pr-ovided for
herein, as the same become due and payable. Pursuant to the provi-
sions of the Supplemental Revenues Resolution and subject to the
limitations and conditions therein contai!led, ehe City has pledged
the Supplemental Revenues as security for the payment of the prin.
cipal of and interest on the Bonds, such Supplemental Revenues
being part of the Pledged Funds hereunder upon receipt of the same
by the Trustee,
The Bonds and the obligation evidenced thereby shall not con-
stitute a lien upon any property owned by or situated within the
corporate territory of the Agency or the City, but shall constitute
alien only on the Pledged Funds all in the manner provided in this
R8S01utlon,
SECTION 303. APPLICATION OP BOND PROCEEDS, ACQUISITION AND
CONSTRUCTION FUND.
(a) All moneys received by the Agency from the sale of the
Series 1993 Bonds issued pursuant to this Resolution, unless other-
wise provided in the Chairman's Cel-tificate shall be simultaneously
disbursed as follows:
(1) Proceeds derived from the sale of the Series 1993
Bonds equal to the accrued interest on the Series 1993 Bonds
shall be deposited in the Interest Account, hereinafter
created and established, and used for the p~rpose of paying
lnLerest on the Series 1993 Bonds as the same becomes du~ and
payable.
(2) Proceeds derived from the sale of the Series 1993
Bonds, together with other moneys lawfully available therefor,
if any, shall be deposited in a "Mia~i Beach R~jevelopmen:.
Agency Cost of Issuance Fund (City Cent,er/Histo:"lC ConventlCr.
Village)" (hereinafter referred to as the "cose of !ssu.ance
Fund") which is hereby created and establlshed cc be he:d b')'
17
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the Agency and used for the purpose of paying such costs 0:
issuance of the Series 1993 Bonds as tlle Agency shall deter-
mine are approprlate.
(3) Proceeds derived from the sale of the Series 1993
Bonds in an amount equal to the Reserve Account Requirement
shall be deposited in the Debt Service Reserve Account, here-
inafter created and established.
(4) The balance of the proceeds derived from the sale of
the Series 1993 Bonds, together with other moneys lawfully
available therefor, if any, shall be deposited in an account
designated tlSeries 1993 Account" of a special fund hereby
created, established and designated as the "Miami Beach
Redevelopment Agency Acquisition and Construction Fund (City
Center/Historic Convention Villaqe)" (hereinafter referred to
as the "Acquisition and Constru-ction Fund") t.o be held and
administered by the Trustee. Such proceeds and other avail-
able moneys shall be applied by the Trustee as set forth in
Sec:ion 3031c) below.
(b) All moneys received by the Agency from the sale of any
Series of Bonds, other than the Series 1993 Bonds, authorized and
issued pursuant to this Resolution, unless otherwise provided by
subsequent proceedings of the Agency authorizing such Series of
Bonds, shall be simultaneously disbursed as follows:
(1) The accrued interest, if any, derived from the sale
of Bonds shall be deposited in the Interest Account and for
the purpose of paying interest on the Bonds as the same
becomes due and payable.
(2) Proceeds derived from the sale of Bonds, together
with other moneys lawfully available therefor, if any, shall
be deposited in the Cost of Issuance Fund and used for the
purpose of paying such costs of issllance of such Bonds as the
Agency shall determine are appropriate.
(3) Proceeds of the sale of such Bonds, together with
other moneys lawfully available therefor, if any, shall be
deposited in the Debt Service Reserve Account in an amount
sufficient to make the amount in the Debt Service Reserve
Account equal to the Reserve Account Requirement on the Bonds
Outstanding under the Resolution; provided, however, that the
Agency may elect to fund any increase in the Reserve Account
Requirement as a result of the sale of the Bonds by the
deposit of a Reserve Account Insurance Policy or Reserve
ACCOUllt Letter of Credit as provided in Section 304 (D) hereof.
(41 The balance of the proceeds derived from the sale of
such Bonds, other than Bonds issued to refund Outstanding
Bonds, together with other moneys lawflllly available therefor,
if any, shall be deposited in an aCCOullt of the Acquisition
and Construction Fund designated with the Series of Bonds
applicable thereto. Such proceeds and ocher available moneys
shall be applied by the Trustee as set forth ln Section 3031cl
below
(5) The balance of the proceeds derived from the sale of
such Bonds issued to refund Outstanding Bonds shall be applied
to provide for the refunding of such Outs:anding Bonds to be
refunded in accordance with a resolu:ion adopted by the
Commission prior to the issuance of sucn Bonds.
(c) Proceeds and other moneys on deposit in the Acquisition
and Construction Fund shall be disbursed by the Trustee in accor.
dance with the provisions of this subsection (c). Withdrawals may
be made by the Agency from the Acquisition and Construct.ion Fund
upon receipt by the Trustee of a wri~ten requ:sition executed by a
duly authorized official of the Agency, speci~Ylng the purpose for
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which such withdrawal is to be made, including reimbursement to the
Agency or the City for funds advanced by them, as applicable, in
connection with a Redevelopment Project, and certifying that such
pu~pose ~s included within the scope of the Redevelopment Project
tor which the applicable Series of Bonds was issued. In addition,
(i) in the case of the Series 1993 Bonds, an authorized official of
the Agency shall deliver to the Trustee with each such requisition
a certificate in the form of Exhibit B, attached hereto and made a
part hereof and Iii) ln the case of any other Series of Bonds, an
authOrized official of the Agency shall deliver to the Trustee with
each such requlsition such other certificates as may be provided
for in a resolutlOn of the Agency authorizing such Series of Bonds.
If for any reason the moneys in the Acquisition and construction
Fund, or any part thereof including any investment earnings on
deposit therein, are not necessary for. or are not applied to the
purposes prov1ded for the applicable Serles of Bonds, then such
unapplied proceeds, upon certification of a duly authOrized offi~
cial of the Agency that such surplus proceeds are not needed for
such purposes, shall be applied to the redemption O~ purchase or
payment of principal of Outstanding Bonds.
Moneys on deposit in the Acquisition and Construction Fund may
be invested and reinvested at the direction of ttle Agency to the
fullest extent practicable in Permitted Investments maturing not
later than such date or dates on which such moneys shall be needed
for the purposes of the Acquisition and construction Fund. The
earnings and investment income derived from the moneys and invest-
ments on deposit in the Acquisition and Construction Fur.d shall be
deposited and maintained in the applicable account within the
Acquisltion and Construction Fund and used for the purposes there~
of.
(dl The proceeds of the sale of the Bonds shall be and con.
stitute trust funds for the purposes hereinabove provided and there
is hereby created a lien upon such moneys, until so applied, in
favor at the Holders of said Bonds.
.. SECTION 304. COVENANTS OF THE AGENCY. The Agency hereby
covenants and agrees with the Holders of any and all of the Bonds
lssued pursuant to this Resolution as follows:
A. TAX COVENANTS.
(1) The Agency will not take any action or omit to take
any action, which action or omission, if reasonably expected on the
date of initial issuance and delivery of the Bonds, would result in
the failure to exclude interest on the Bonds from gross income for
Federal income tax purposes under Section 103(a) of the Code. Par-
ticularly, the Agency will not take any action or om~t to take any
acuon. which action or omission, if reasonably expected on the
date of the init:l.al issuance and delive:::-y ot t.he Bonds, would have
caused any of the Bonds to be "arbitrage bonds" within the meaning
of Sect~on 148 of the Code.
(2) The Agency shall comply with the arbit:::-age rebate
covenants as provided in Section 304{El hereof.
B. REDEVELOPMENT PLAN. The Agency will carry out the pur.
poses of the Redevelopment plan within the Redevelopment Area all
in accordance with the Act and will take a~: such acti~ns as are
requlred to carry out the full intent of the Redevelopment Plan.
C. TRUST FUND. As soon as the same a:::-e received by the
Agency, all of the Trust Fund Revenues shall be forthwith deposited
lnte the Trust Fund. The Trust Fund shall constitute a trust fund
for the purposes provided in this Reso:ution, shall be held by the
Agency and shall be maintained separate and dlstlnct from a:l other
fun1s of the A9",ncy and used only for the pucposes and 1n the
manner provlded in this Resolution and t!)e Ac:
19
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D. DISPOSITION OF TRUST FUND REVENUES; SUPPLEMENTAL REV-
ENUES. There is hereby created and escablished a special fund
designated the "Miami Beach Redevelopment Agency Sinking Fund (City
Center/Historic Convention Village)" (hereinafter referred to as
the "Sinking Fund"). There are also hereby created four (4) sep-
arate accounts in the Sinking Fund to be known as the "Interest
Account", the "Principal Account", the "Bond Redemption Account"
and the "Debt Senrice Reserve Account". The Sinking Fund and the
accountS therein shall be held and administered by the Trustee.
In each Fiscal Year, the first $500,000 in Trust Fund Revenues
deposited in the Trust Fund during such Fiscal Year shall be set
aside and retained by the Agency for the pa)~ent of the Agency's
current operating expenses relating to the Redevelopment Plan (not
including Debt Service Requirements on the Bonds). Thereafter, all
Net Trust Fund Revenues deposited in the Trust Fund during such
Fiscal Year shall be disposed of by the Agency only 1n the
following manner:
(l) Net Trust Fund Revenues shall first be used, to the
full extent required, for deposit with :he Trustee into the
Interest Account in the Sinking Fund, lr:unediately upon receipt
of such Net Trust Fund Revenues, of such sums as shall be
sufficient to pay the interest becoming due on the Bonds
during the current calendar year (or if such Net Trust Fund
Revenues are deposited in the Trust Fund during the first
quarter of such Fiscal Year, to pay the interest becoming due
on the Bonds through the end of the next succeeding calendar
year); provided, however, that such deposit for interest shall
not be required to be made into the Incerest Account to the
extent that money on deposit therein is sufficient for such
purpose.
The Trustee shall. on each Interest Payment Date, trans-
fer to the Paying Agent moneys in an amount equal to the
interest due on such Interest Payment Date or shall advise the
Paying Agent of the amount of any deficiency in the amount on
deposit in the Interest Account so that the Paying Agent may
give appropriate notice required to provide for the pa~nent of
such deficiency from any Reserve Account Insurance Policy or
Rese::ve Account Let ter of Crecti t on depos i t in the Debt
Service Reserve Account.
(2) (a) Net Trust Fund Revenues shall next be used, to
the full extent required, for deposit with the Trustee into
the Principal Account in the Sinking Fund, immediately upon
receipt of such Net Trust Fund Revenues, 0: such sums as shall
be sufficient to pay the principal amount of Serial Bonds
which will mature during the curr'ent calendar year (or if such
Net Trust Revenues are deposited in the Trust Fund during the
first qG.arter of such Fiscal Year, to p(1)' the principal amount
of Serial Bonds which will mature r.hr"ough the end of the next
succeeding calendar year); provided. however, that such
deposit for principal shall not be required to be made into
the Principal Account to the ex':.ent t.hat money on deposit
therein is sufficient for such purpose.
The Trustee shall, on the business day pnor to each
principal payment date, transfer to the Paying Agent moneys in
an amount equal to the principal due on such prlncipal payment
date or shall advise the Paying Agent of the amount of any
deficiency in the amount on deposlt in :he P~incipal Account
so that the Paying Agent may give app~cp~iate notice required
to provide for the payment of such deficiency from any Rese~~e
Account Insurance Policy or Reserve t'\ccour:t Letter ot Credit
on deposit in the Debt Service ReSe~JE ACC8un:.
(b) Net Trust Fund Revenues shall next be used, to
the full extent required, for deposit with the Trustee into
the Bond Redemption Account in the S~~k~~g Fund, i~~ed~ately
20
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upon recelpt of such Net Trust Fund Revenues, of such Amorti-
zation Requirements as may be required for the payment ot the
Term Bonds payable from the Bond Redemption Account du!"ing the
current calendar year (or if such Net Trust Fund Revenues are
deposlted in the Trust Fund during the first quarter of such
Fiscal Year, for the payment of the Term Bonds payable from
the Bond Redemption Account through the end of the next
succeeding calendar year) .
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The moneys in the Bond Redemption Account shall be
used solely for the purchase or redemption of the Term Bonds
payable therefrom. The Agency may at any ume purchase any of
sald Term Bonds at prices not greater than the then redemption
price of said Term Bonds. If the Term Bonds are not then
redeemable. the Agency may purchase said Term Bonds at prices
not greater than the redemption price of such Term Bonds on
the next ensuing redemption date. The Agency shall be manda.
torily obligated to use any moneys in the Bond Redemption
Account for the redemption prior to maturity of such 7erm
Bonds a t such times as the same are subj ect to manda tory
redelilption. If, by the application of moneys ir. the Bond
Redempt ion Account, however, the Agency shall purchase or call
for redemption in any year Term Bonds in excess of the
Amortization Requirements for such year, such excess of Term
Bonds so purchased or redeemed shall be credited in such
manner and at such times as the Executive Director snall
determine over the remaining payment dates.
(3) Net Trust Fund Revenues shall next be used, to the
full extent required, for deposit with the Trustee into the
Debt Service Reserve Account, immediately upon receipt of such
Net Trust Fund Revenues, of the difference between the amount
on deposit in the Debt Service Reserve Account (including any
Reserve Account Insurance Policy or Resel~e Account Letter of
Crecti t) and the Reserve Account Requirement for the Bonds
Outstanding, and, provided. further, that no paymer.tS shall be
required to be made into the Debt Service Reserve Account
wtlenever and as long as the amount deposIted therein (includ-
ing any Reserve Account Insurance Policy or Reselv8 Account
Le: ter of Credit) shall be equal to the Reser-'J'e Account
Requlrement for the Bonds Outstanding.
Moneys in Debt Service Reserve Account shall be used
ar.ly far t.he purpose of making payments a: princ:..pal a: and
lnterest. on the Bands when the moneys in the F'..lnds and
Accounts held pursuant to this Resolution and available for
s\Jch purpose are insufficient Lherefor.
Any moneys in the Debt Service Reserve Account in excesS
of the Reserve Account Requirement for the Bonds Out.standing
may, in the discretion of the Agency, be transferred to and
depo!-3ited in the Interest Account, the Principal Account or
the Bond Redemption Account as the Agency at its optiOn may
determJ.ne.
Notwithstanding the foregoing provisions, in lieu of or
in substitute for the required deposits (including existing
deposits therein) into the Debt Se~Jice Reserve Account, the
Age~cy may, with the consent of any issuer of any Credit
Facility in respect of the Bonds, cause to be deposited into
the Debt Service Reserve Account a Reserve Account Insurance
Policy or a Reserve Account Letter of credit for the bene:it
of the Holders of the Bonds Outst.anding, .....hich Reserve Account
Insurance policy or Reserve Account Letter of Credit shall be
payab~e or available to be drawn upon, as the case may be,
(upon the giving of notice as req\..:ired there'''':':1der) on ar.y
Interest Payment Date on which a def:..ciency exists wr.ich
cannot be cured by moneys in any other Fund or Ac=ount held
pursuant to this Resol\ltion and available tor such purpose
If <1:1Y such Rese~e Account :nsu:::-ance PO'...lcy or Rese~"e
21
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Account Letter of Credit is substituted for moneys on deposit
in the Debt Service Reserve Account, the excess moneys in the
Debt Service Reserve Account shall be transferred to and
deposited in the Interest Account, the Principal Account or
the Bond Redemption Account as the Agency at its option may
determine. If a disbursement is made under the Reserve
Account Insurance Policy or the Reserve Account Letter of
Credit, the Agency shall be obligated to either reinstate the
maximum limits of such Reserve Account Insurance Policy or
Reserve Account Letter of Credit following such disbursement
or to deposit into the Debt Service Reserve Account from the
Net Trust Fund Revenues, as herein provided, funds in the
amount of the disbursements made under such Reserve Account
Insurance Pol icy or Reserve Account Let ter of Credi t, or a
combination of such alternatives as shall equal the Reserve
Account Requirement for the Bonds Outsta~dlng.
In the event that upon the occurrence of any deficiency
in the Interest Account, the Principal Account or the Bond
Redemption Account, the Debt Service ResArve Account is then
funded with one or more Reserve Accou:n Insurance Policies
and/or Reserve Account Letters of Credit, the Agency or the
Paying Agent, as applicable, shall, on an lnterest or prin-
cipal payment date or mandatory redemption date to which such
deficiency relates, draw upon or cause to be paid under such
facilities, on a pro. rata basis thereunder, an amount
sufficient to remedy such deficiency, in accordance with the
terms and provisions of such facilities and any co::'responding
reimbursement or other agreement governing such facilities;
provided however, that if at the time of such deficiency the
Debt Service Reserve Account is only partially funded with one
or more Reserve Account Insurance Pol ieies and/or Reserve
Account Letters of Credit, prior to drawing on such facilities
or causing payments to be made thereunder, the ~rustee shall
first apply any cash and securities on deposit in the Debt
Service Reserve Account to remedy the deficiency and, if after
such application a deficiency still exists, the Agency or the
Paying Agent, as applicable, shall make up the balance of the
deficiency by drawing on such facilities or causing payments
to be made thereunder, as provided in this paragraph. Amounts
drawn or paid under a Resenre Account !:1surance Policy or
Reserve Account Letter of Credit shall b,? applied as set :orth
1n the second paragraph of thlS Sectlon 304 Id! 13!. Any
amounts drawn or paid under a Resez.""Ve Ac::ount Insurance Policy
or Reserve Account Letter of Credit shall be reimbursed to the
issuer thereof in accordance wi. th the terms and provisions of
the reimbursement or other agreement gover~ing such facility.
The Debt Service Reserve Account shall be valued on the
first day in each Fiscal Year and the value of securities on
deposit therein shall be the lower of par, or if purchased at
other than par, amortized value. Amcr~ized value, when used
with respect to securities purchased at a premium above or a
discount below par, shall mean the va:ue at any given date
obtained by dividing the total premium or discount at which
such securities were purchased by the number of interest
payment dates remaining to maturity on such securities after
such purchase and by multiplying the amount so calc~lated by
the number of interest payment dates having passed since the
date of purchase; and (i) in the case of securities purchased
at a premium, by deducting the product t~us obtained from the
purchase price, and (iil in the case of securities purchased
at a discount, by adding the pr:Jduct th'..ls obtained to the
purchase price.
(4) Net Trust Fund Revenues shall next be used for the
pa)~ent of any subordinated obligatior.s hereafte~ issued by
the Agency in accordance with Sectio!] 304(GI of this Resolu-
tion, which subordinate obligations shall have such lien on
the Net Trust Fund Revenues as the Ag€:lcy shall deterrr:lne in
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the proceedings authorizing the issuance of such subordinated
obligations.
(5) Thereafter, the balance of any Net Trust Fund Reven-
ues remaining in said Trust Fund shall, subject to Section
304 (A), be used by the Agency for any lawful purposes, includ-
ing payment of any fees and expenses of the Fiduciaries; pro-
vided, however, that none of such Net Trust Fund Revenues
shall ever be used for the purposes provided in this paragraph
(5) unless all payments required in paragraphs (1) t.hrough (4)
above, including any deficiencies for prlor payments and any
amounts due to the issuer of any Reserve Account Insurance
Policy or Reserve Account Letter of Credit, have been made in
full to the date of such use.
If on the first 11stl day of February in each Fiscal Year the
amount.s on deposit in any of the accounts established in the
Sinking Fund are less than the amounts required to be on deposit
therein under clauses 111. 121 and 131 of this Section 3041DI for
the payment of interest on and principal (including Amortization
Requirements) of the Bonds during the current calendar year and to
cause the amounts on deposit in the Debt Service Reserve Account to
equal the Reserve Account Requirement, the Trustee shall immedi.
ately notify the City of the deficiency in any of such accounts and
the City shall be obligated, in accordance with the provisions of
the Supplemental Revenues Resolution, to transfer to the Trustee
for deposit in the applicable accounts in the Sinking Fund Supple-
mental Revenues in an amount which, after a;' 1.. such required
transfers are completed as provided under the supp~emental Revenues
Resolution, shall be sufficient, together with the amounts then on
deposit in each of the accounts in the Sinking Fund, to pay all
interest and principal (including Amortization Requirements)
payable on the Bonds during the then current calendar year, as the
same is due and payable, and to fund such deficiency in the Debt
Service Reserve Account by the last day of such calendar year. The
Trustee shall, in~ediately upon receipt thereof, deposit the
Supplemental Revenues in the apphicable accounts in the Sinking
Fung. and apply the same as provided in clauses (1\, (2) and (3) of
this Section 304 (D).
Notwithstanding anything to the contrary contained in this
Resolution, the City's obligation to transfer Supp:emental Revenues
to the Trustee pursuant to the Supplemental Revenues Resolution
sha~l terminate and the pledge of and lien on the Supplemental
Revenues hereunder and under the Supplemental Revenues Resolution
shall be released and extinguished upon the happening of the
following events and conditions:
(1) the Net Trust Fund Revenues (not including any
portion thereof which may be a:.tribut.able to ~nvestment
earnings) for each of the immediately pl-eceding twO Fiscal
Years, as certified by a certi.:ied pub2..ic accountant in a
certificate delivered to the Trustee, shall have been at least
equal to one hundred seventy-five percent (175%) of the
Maximum Annual Debt Service on all Bonds then Oucstanding; and
(2) the Agency shall have caused notice to the effect
that the lien upon and pledge of the Supplemental Revenues to
secure payment of the Bonds has been released and extinguished
to be mailed to the Registered Owners of the Bonds, to each
rating agency maintaining a rating on the Bonds and the issuer
of any Credit Facility or Liquidity Facility
Notwithstanding anything in Section 3041D! 11! and 121 to the
contrary, failure to make the scheduled payments specified therein
shall not: constitute a breach of the Agency's obligatio:1s under
this Resolution so long as, on the date that any interest or prin-
,::::..pal payment is due or. the Bonds, monies suff~cient to make such
pay'111en:: are on deposit in the Interest Account, Pr::1cip3.1 Accou:1t
O~ the Bond RedemptIon Account, as the case may be
23
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Notwithstanding the foregoing or any ot.her provision herein to
the contrary, if any amount applied to the payment of principal of
and premium, if any, and interest on the Bonds that would have been
paid from an account in the Sinking Fund, is paid instead under a
Credit Facility or a Liquidity Facility, amounts deposited in such
relevant account may be paid, to th~ extent required, to the issuer
of the Credit Facility or Liquidity Facility having therefore made
said corresponding payment.
E. REBATE FUND. There is hereby created and established the
"Miami Beach Redevelopment Agency Rebate Fund (City Center/Historic
Convention Village) II which fund shall be maintained with the
Trustee separate and apart from all other funds and aGcounts of the
Trustee or the Agency. Notwithstanding anyching in this Resolution
to the contrary, the Agency shall t~ansfer or cause to be trans-
ferred from Pledged Funds the amounts required to be transferred in
order to comply with the arbitrage rebate covenants contained in a
certificate to be executed and delivered by the Agency in connec-
tion with the issuance of eacr. Series of Bonds. The Agency shall
cause the Trustee to make pa~;lmer:ts from the Rebate Fund of amounts
requlred to be deposited therein to the ~nited States of America in
the amounts and at the times required by such arbitrage rebate
covenants. The Agency covenants for the benefit of the Bondholders
that it will comply with the requirements of the arbitrage rebate
covenants. There shall be excluded from the pledge and lien of
this Resolution the Rebate Fund, together with all moneys and
securities from time to time held therein and all investment
earnlngs derived therefrom. The Agency shall not be required to
comply with the requirements of this Section 304(E) in the event
that the Agency obtains an opinion of nationally recognized bond
counsel that (i) such compliance is not required in order to
maintain the exclusion from gross income for Federal income tax
purposes of interest on the Bonds and/or (il) compliance with some
other requirement is necessary to maintalr. the exclusion from gross
income for Federal income tax purposes of interest on the Bonds.
F. INVESTMENT OF FUNDS. Tne Trust Fund, the Sinking Fund,
including the Interest Account, Principal Account, Bond Redemption
Account and Debt Service Reserve Account and the Cost of Issuance
Fund and all other special funds (other than the Rebate' Fund)
created and established by this Resolution shall constitute trust
funds in favor of the Bondholders and shall be invested at the
direction of the Agency as provided in this Section 304(F).
Moneys on deposit in the Trust Fund, Interest Account, Prin-
cipal Account, Bond Redemption Account and Cost of Issuance Fund
may be invested at the direction of the Agency in Permitted
Investments maturing not later thar: the dates on which such moneys
will be needed for the purposes of such fund or account.
Moneys on deposit in the Debt Se~~ice Reserve Account may be
invested at the direction of the Agency in Permitted Investments
maturing not later than the final maturir,y of any of the Bonds.
All income and earnings received from the investment and
reinvestment of moneys in the Interes~ Account, the P~incipal
Account and the Bond Redemption Account in the Sinking Fund shall
be retained in the respective accounts and applied as a credit
against the obligation of the Agency to transfer moneys to such
accounts pursuant to Section 304 IDI (1) aCId Section 304 IDI (2) la} and
Section 304 (D) (2) (b) of this Resolut.ion, respectively, and the
obligation of the City to t:-ansfe::.- moneys to such accounts pursuant
to the Supplemental Revenues Resolution.
All income and earnings received from the investment and
reinvestment of moneys in the Debc Se~'ice ReserJe Account in the
Sinklnq Fund shall be retained in the Debt Ser~lce Reserve Account
and ap~lied as a credit against ~he obligacion of ~he Agency and
the City to transfer moneys to such account. unless the amount in
such account shall exceed the Reserve A~c~un( Requirement, in which
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event such excess may be applied in the manner set forth for excess
amounts Hl the Debt Service Reserve Account, as described 1n
Section 304 (0) (3)
All income and earnings received from the investment and rein-
vestment of moneys in the Cost of Issuance Fund shall be trans-
ferred to the Trust Fund.
For the purpose of investing or reinvesting, the Agency and
the Trustee may commingle moneys in the funds and accounts created
and establlshed hereunder (other than the Rebate Fundi in order to
achieve gr:-eater investment income; provided that the Agency and the
Trustee shall separately account for the amounts 50 Com.:11ingled.
The amounts required to be accounted for in each of the funds and
accounts designated herein (other than the Rebate Fund) may be
deposited in a single bank account provided that adequa'e account-
ing procedures are maintained to reflect and control the restricted
allocations of the amounts on deposit therein for the various
purposes of such funds and accounts as herein provided.
G. ISSUANCE OF OTHER OBLIGATIONS PAYABLE OUT OF PLEDGED
FUNDS. Except upon the conditions and in the manner provided
herein, the Agency will not issue any other obligations payable
from the Pledged Funds, nor voluntarily create or cause to be
created any debt, lien, pledge. assignment, er.cumbrance or an other
charge having priority to or being on a parity wlth the lien of the
Bonds issued pursuant to this Resolution and the interest thereon,
upon any of the Pledged Funds; provided that the Agency may enter
into agreements with issuers of Credit Facilities and Liquidity
Facilities which involve liens on Pledged Funds on a parity with
that of the Series of Bonds or portion thereof which is supported
by such Credl t Facili ties or Liquidi ty Faci 1 i ties solely with
respect to any reimbursement obligations due such issuers which
evidence amoun~s equal to the scheduled stated principal (includ-
ing, without limitation, Amortization Requirements) and interest
due on the Series of Bonds or portion thereof which is supported by
such C~~dit Facilities or LiquidicV Facilities. Any o~her obliga-
tions, in addition to the Bonds authorized by this Resolution or
additional parity Bonds issued under the terms, restrictions and
conditions contained in this Resolution and obligations to issuers
of Credit Facilities and Liquidity Facilities as described above,
shall provide that such obligations a.::'e Junlor, ir.ferior and
subordinate in all respects to the Bonds issued pursuant to this
Resolution as to lien on and source and security for payment from
t.he Pledged Fund.s and in all other respects. Nothing in this
Resolution shall be deemed to prohibit the Agency from entering
into currency swaps or other arrangements tor hedging interest
rat.es on any indebtedness provided that, while either Moody's
Investors Ser'lice, Inc. or Standard & Poor's Corporation, or their
respective successors, shall maintain ratings on' any of the Bonds,
the Agency sha,;.l not enter into any such currency swaps or other
arrangements with respect to Bonds without obt.au;.ing the prior
written consent of such rating agencies with respect ltlereto. Not-
wi::.hstanding the foregoing, the City may issue bonds or incur other
obligations payable from the Supplemental Revenues, lnclllding Sup-
plemental Revenues Bonds, and create or cause to be creaced debts,
liens, pledges, assignments, encumbrances and other charges upon
the Supplemental Revenues to the extent provided in the Supple-
mental Revenues Resolution.
H. ISSUANCE OF ADDITIONAL PARITY BONDS. No addi tional
parity Bonds, as in this subsection defined, payab:e on a parity
with Bonds issued pursuant to this Resolution out of Pledged Funds,
includi~g, without limitation, Net Trust Fund Revenues, shall be
issued after the issllance of any Bonds pursuant to t.his Resolution
unless the following, among other conditions, are complied with:
(1) The Agency must be current in all deposits into the
various funds and accounts and all payments t!1eretofore
req\.::.red to have been deposited or made by it uncie=.- the provi-
25
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sions of this Resolution and the Agency must be currently in
compliance with the covenant.s and provlsions of this Reso-
lution and any supplemental resolution hereafter adopted for
the issuance of additional parity Bonds; unless upon the issu-
ance of such additional parity Bonds the Agency will be in
compliance with all such COvellants and provisions.
12} The aggregate of the Net Trust Fund Revenues (not
including any portion thereof which may be attributable to
investment earnings) received by the Agency and the Supple-
mental Revenues received by the City, each during the immedi-
ately preceding Fiscal Year, as certified by an independent
certified public accountant, were at least equal to one
hundred seventy-five percent (175t) of the Maximum Annual Debt
Service on (1) the Bonds originally issued pursuant to this
Resolution and then Outstanding, (2) any additional parity
Bonds theretofore issued and then Outstanding, (3) the
additional parity Bonds then proposed to be issued, and (4) in
accordance with the next succeeding paragraph, any Supple-
mental Revenues Bonds issued and then Outstanding; provided,
however, that upon the release of the lien and pledge of the
Supplemental Revenues as provided by Section 304(0) herein,
(A) the phrase "one hundred seventy~five percent (175\)" above
will be replaced with the phrase .one hundred fifty percent
1150%1. and IBI the foregoing calculat10ns will Iii be based
solely upon the Net Trust Fund Revenues and (iil not include
141 above.
(3) The Agency need not comply with subparagraph (2) of
this paragraph in the issuance of additional parity Bonds if
and to the extent the Bonds to be issued are refunding Bonds,
that is, delivered in lieu -of or in substitution for Bonds
originally issued under this Resolution or previously issued
additional parity Bonds, if the Agency shall cause to be
delivered to the Trustee a certificate of the Executive
Director of the Agency set.ting fort.h (i) the Maximum Annual
Debt Service IA) with respect>. co the Bonds of all Series and,
in accordance with the next succeeding paragraph, the Supple.
mental Revenues Bonds, in each case Outstanding immediately
prior to the date of authentication and delivery of such
refunding Bonds, and (B) with respect to the Bonds of all
Series and, in accordance with the next succeeding paragraph,
the Supplemental Revenues Bonds, in each case to be Outstand-
ing immediately thereafter, and liil that the Maximum Annual
Debt Service set forth pursuant to (B) above is no greater
than that set forth pursuant to (Al above; provided, however,
that upon the release of the lien and pledge of the Supple-
mental Revenues as provided in Section 304 (D) herein, the
foregoing calculations will not include the Supplemental
Revenues Bonds.
For purposes of subparagraphs (2) and (3) above, Supplemental
Revenues Bonds shall be deemed "Outstanding" and shall be included
in "Debt Service Requirement" and "Maximum Annual Debt Service"
therein based upon the same rules applicable to Bonds hereunder.
Simultaneously with the delivery of any Bonds issued pursuant
to Sections (2) and 131 above for the purpose of refunding any
Bonds issued under this Resolution, ttle Agency may withdraw from
the Sinking Fund amounts theretofore deposited which are allocable
to the Bonds being refunded and shall trans:er said amounts in
accordance with the resolution providing for the issuance of the
refunding Bonds, provided that after such withdrawal the Agency
shall be in compliance with the provisions of this Resolution.
The tenn "additional parity Bonds" as used in this Resolution
shall be deemed to mean additional obligations evidenced by Bonds
issued upon the provisions and within the lim::.::ations of this
subsection to finance Redevelopment Pr-oj ec:'::.s payable from the
Pledged Funds on a parlty with Bonds originally authorized and
26
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issued pursuant to this Resolution. Such Bonds shall be deemed to
have been issued pursuant to this Resolution the same as the Bonds
originally authorized and issued pursuant to this Resolution and
all of the covenants and other provisions of thi.s Resolution
(except as to details of such Bonds evidencing suet; additional
parity obligations inconsistent therewith), shall be for the equal
benef~t., prot.ection and security of the Holders of any Bonds
originally authorized and issued pursuant to this Resolution and
the Holders of any Bonds evidencing addiC10nal obligations
subsequently issued within the limitations of and in compliance
with this su~section. All of such Bonds, regardless of the time or
tlIDes of thelr issuance shall rank equally with respect to their
ll.en on the Pledged Funds and their sources and security for
payment therefrom without preference of any Bonds over any other.
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The term "additional parity Bonds" as used in this Resolution
shall not be deemed to include bonds, notes, certificates or other
obl i9ation5 subsequently issued in accordance with this Resolution,
the 11en of which on the Pledged Funds is subject to the prior and
superior lien on the Pledged Funds of Bonds and the Agency shall
not issue any obligations whatsoever payable from the Pledged
Funds, which rank equally as to lien and source and security for
their priyment from such Pledged Funds with Bonds except in the
manner and under the conditions provided in stlbsection (Gl above
and this subsection.
I. BOOKS AND RECORDS. The Agency will keep separately
identifiable accounting records for the receipt of the Trust FUIld
Revenues by the use of a fund established in accordance with gener.
ally accepted accounting principles, and any Holder of a Bond or
Bonds issued pursuant to this Resolution, shall have the right at
all reasonable times to inspect all records, accounts and data of
the Agency relating thereto.
The Agency shall promptly after the close of each Fiscal Year
cause the books, records and accounts relating to the Trust Fund
Revenues for such Fiscal Year to be properly audited by a
qualified, recognized and nationally known independent firm of
certified public accountants and: shall file the report of such
certified public accountants in the office of the Executive
Director, and shall mail upon request, and make available
generally, said report I or a reasonable summary thereof, to any
Holder or Holders of Bonds issued" pursuant to this Resolution.
Such audited books, records and accounts shall contain the
statements required by generally accepted accounting principles
applicable to governmental entities, and a certificate of such
certified public accountants disclosing any breach on the part of
the Agency of any covenant herein.
J. NO IMPAIRMENT OF CONTRACT. The Agency has full power and
authority to irrevocably pledge the Pledged F~nds to t~e pai~ent of
the principal of and interest on the Bonds. Except as provided in
Section 304 (D) with respect to the Supplemen:.al Revenues, the
pledge of such Pledged Funds, in the manner pravided her"ein, shall
not be subject to repeal, modification or impairmegt by any sub-
sequent resolution, ordinance or other proceedlngs 0: the Agency so
long as any Bonds are Outstanding hereunder. The Agency shall take
all actions necessary and pursue such legal remejies wni~h may be
available to it either in law or in equity to prevent or cure any
impairment by any entity other than the Agency withi~ the meaning
of this subsection.
K. REMEDIES. Any Holder of Bonds issued under the pro-
V1Slons ot" this Resolution or the Trustee acting for such Bond-
holders, may either at law or in equity, by suit, act:on, mandamus
or other proceedings in any court of competent jurisdict~on, pro-
tect and enforce any and all rights under the laws of the State or
grant.ed and cont.ained in t.his Resolution, and may enforce and
compel the performance of all duties required by this Resolution or
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by any applicable statutes, including the Act, to be performed by
the Agency or by any officer thereof. Nothing herein, however,
shall be construed to grant any Holder of such Bonds any lien on
any property of the Agency, except as provided herein. No Holder
of Bonds, however, shall have any r::..ght ir; any manner whatever t.o
affect adversely, or prejudice the securit.y of this Resolution or
to express any right hereunder except in the manner herein pro-
vided, and all proceedings at law or in eq~ity sha:l be instit.ut.ed
and maintained for the benefit of all Holders of Bonds
The Holder or Holders of Bonds in an aggregate principal
amount of more than twenty~five per centum \25%) of Bonds issued
under this Resolution then Outstanding may t.ly a duly executed
certificate in writing request the Trustee ta represent such Bond-
holders in any legal proceedings for the enforcement and protection
of the nghts of such Bondholders. Suc); ceniflcate shall be
executed by such Bondholders or thei~ duly a~thorlzed attorneys or
representatives, and shall be filed in the o~flce of the Executive
Director.
L. ENFORCEMENT OF COLLECTIONS. The Agency will diligently
enforce and collect the Trust Fund Revenues and take all actions
within its control to cause the City to transfer Supplemental
Revenues as required hereunder and under the Supplemental Revenues
Resolution and will take all steps, actions and proceedings for the
enforcement and collection of such Trust Fund Revenues and transfer
of Supplemental Revenues to the full extent permitt.ed or authorized
by applicable laws, including the Act. All Net Trust Fund Revenues
and Supplemental Revenues shall, as collected and transferred,
respectively, be held in trust to be applied as herein provided and
not otherwise.
M. DISCHARGE AND SATISFACTION OF BONDS. The covenants,
liens and pledges entered into, created or imp~sed pursuant to th~s
Resolution may be fully discharged and satisfied with respect to
all or a portion of the Bonds 1n any OIle ar more of the following
ways:
(1) by paying the principal of and interest on such
Bonds when the same shall become due arld payable; or
(2) by depositing in the Interest Account, the Principal
Account and the Bond Redemption Account and/or in suCh other
accounts which are irrevocably pledged to the payment of Bonds
as the Agency may hereafter create and establish by resolu-
tion, certain moneys which togecher witr. other moneys lawfully
available therefor, if any, shall be sut:icient at the time of
such deposit to pay when due the principal, redemption
prem~um, if any, and interest due and to become due on said
Bonds on or prior to the redemption da'.:.e or maturity date
thereof; or
(3) by depositing in the Interest Account, the Principal
Accost and the Bond Redemption Account and/or such other
accounts which are irrevocably pledged to the payment of Bonds
as the Agency may hereafter create and establish by resolu-
tion, moneys which together witn other moneys lawfully avail-
able therefor when invested in such Defeasance Obligations
which shall not be subject to redempt~on prior to their
maturity other than at the option of the Holder thereof, will
provide moneys which shall be sufficient to pay when due the
principal, redemption premium, if any J a:1d :..nterest due and to
become due on said Bonds on or prior to the redemption date or
maturity date thereof.
Upon such payment or deposit in the amount and manner
provided in this Section 304(Ml, Bonds shall be deemed to be
paid and shall no longer be deemed to be Outstanding for the
p~rpo8es of this Resolution and all llaD~:lty of the A3ency
with respect to said Bands sha:l cease, te:::-:~:i;;ale and be com-
28
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pletely discharged and extinguished, and the Holders thereof
shall be entitled for payment solely out 0: t.he moneys or
securities so deposited; provided that (i in connection with
any discharge and satisfaction pursuant to subsection (2) or
(]) above. the Agency shall concurrently with such deposit
deliver (A) an opinion of nationally recognized bond counsel
to the effect that interest on the Bonds belng dlscharged will
not, by reason of such discharge, become includable in gross
income for federal income tax purposes and that such Bonds
have been discharged in accordance with the provisions of this
Section, and (8) an accountant's verification report showing
the sufficiency of such moneys and/or Defeasance Obligations
to provide for the payment of said Bonds I and (iil in the
event said Bonds do not mature and are not to be redeemed
within the next succeeding sixty (60) days, the Agency shall
have given the Registrar irrevocable instructions to give, as
soon as practicable, a notice to the Holders of said Bonds by
first*class mail, postage prepaid, stating that the deposit of
said moneys or Defeasance Obligations has be~n made with an
appropriate fiduciary institution acting as escrow agent
solely for the Holders of said Bond and other Bonds being
defeased, and that said Bonds are deemed to have been paid in
accordance with this Section and stating such maturity or
redemption date upon which moneys are to be available for the
payment of the principal of and premium, if any, and interest
on said Bonds.
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(4) Notwithstanding any of the provisions of this
Resolution to the contrary, Put Bonds and Extendible Maturity
Bonds may only be fully discharged and satlsfied either
pursuant to subsection (l) above or by deposi ting in the
Interest Account, the Principal Account and the Bond Redemp-
tion Account, or in such other accounts which are irrevocably
pledged to the payment of the Put Bonds or Ex~endible Maturity
Bonds as the Agency may hereafter c=ea~e and establish by
resolution, moneys which together with moneys lawf~lly avail-
able therefor, if any, shall be sufficienr at the ~ime of such
deposit to pay when due the maximum amount of principal of and
redemption premium, if any, and interest on such Put Bonds and
Extendible Maturity Bonds which could become payable to the
Holders of such Bonds upon the exercise of any options pro*
vided to the Holders of such Bonds or the Agency; provided
however, that if, at the time a deposit is made pursuant to
this subsection (4), the options originally exercisable by the
Holder of a Put Bond or Extendible Maturity Bond or the Agency
are no longer exercisable, such Sand shall not be considered
a Put Bond or Extendible Maturity Bond fo= purposes of this
subsection (4).
(5) Notwithstanding the foregoing, all references to the
discharge and satisfaction of Bonds shall include the dis.
charge and satisfaction of any issue of Bonds, any portion of
an issue of Bonds, any maturity or maturities of an issue of
Bonds, any portion of a maturity of an issue cf Sands or any
combination thereof, provided that the provisions of this
subsection (5) shall not affect the requiremen:s regarding Put
Bonds and Extendible Maturity Bonds set torch in subsection
(4) .
(6) If any portion of the moneys deposited for the pay*
ment of the principal of and redemption premium, if any, and
interest on any portion of Bonds is not required tor such pur*
pose, the Agency may use the amount. of su::h excess free and
clear of any trust, lien, security interest, pledge or assign-
ment securing said Bonds or otherwise existing under this
Resolution.
In the event that the principal and redemption price, if
applicable, and interest due on the Bonds shall be paid by the
issuer of a Credit Facility or Liquidity Facilic)' pursuant to
29
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the terms thereof, the assignment and pledge created hereunder
and all covenant.s, agreements and other obligations of t.he
Agency to the Bondholders shall continue to eX1st and the
issuer of such Credit Facility or Liquidity Facility shall be
subrogated to the rights of such Bondholders.
N. CONCERNING THE RESERVE ACCOUNT INSURANCE POLICY, THE
RESERVE ACCOUNT LETTER OP CREDIT. CREDIT PACILITY AND/OR LIQUIDITY
FACILITY. As long as the Agency shall have a Reserve Account
Insurance Policy and/or a Reserve Account Letter of credit on
deposit in the Debt Service Reserve Account, the Agency covenants
that it will comply with the provisions of the Reserve Account
Insurance Policy and/or Reserve Account Letter of Credit. and any
reimbursement or similar agreement with respect to any such Reserve
Account Insurance Policy and/or Reserve Account Letter of Credit.
As long as any Series of Bonds of the Agency are secured by a
Credit Facility or Liquidity Facility, (i) the Agency covenants to
comply with the requirements and conditions imposed on the Agency
by the issuer of the Credit Facility or Liquldity Facility and
(ii) all rights hereunder granted to the Holders of Bonds so
secured shall be exercisable by the issuer of such Credit Facllity
or Liquidity Facility in lieu of the Holders of such Bonos.
Notwithstanding anything in this Resolution to the contrary,
the rightS of any issuer of a Credit Facility or Liquidity Facility
created under this Resolution shall remain in f1.111 force and effect
only so long as the applicable Credit Facllity or Liquidity
Facil ty shall remain in effect and the issuer of such Credit
Facil ty or Liquidity Facility shall not be ln default in its
payme t obligations to the Holders of Bonds secured by such
faci.l ty.
(END OF ARTICLE 1111
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ARTICLE IV
CONCERNING THE FIDUCIARIES
SECTION 401. ADDITIONAL PAYING AGENTS; APPOINTMENT AND
ACCEPTANCE OP DUTIES. The Agency may at any time or from time to
time appoint one or more other Paying Agents having the quali-
ficat~ons set forth in this Article IV for a successor Paying
Agent; provided that nothing herein shall prevent the Agency from
appointing itself as the Paying Agent hereunder. Each Paying Agent
shall signify its acceptance of the duties and obligations imposed
upon it by this Resolution by executing and delivering co the
Agency a written acceptance thereof.
SECTION 402. RESPONSIBILITIES OF FIDUCIARIES. The recitals
of facts herein and in the Bonds contained shall be taken as the
statements of the Agency and no Fiduciary assumes any responsi-
bility for the correctness ot the same. No Fiduciary makes any
representation as to the validity or sufficiency of this Resolution
or of any Bonds issued thereunder or as to the security afforded by
this Resolution, and no Fiduciary shall incur any liabil1ty in
respect thereof. The Registrar shall, however, be responsible for
its representation contained in its certificate of authentication
of the Bonds. No Fiduciary shall be under any responsibility or
duty with respect to the application of any moneys paid by such
Fiduciary in accordance with the provisions of this Resolution to
or upon the order of the Agency or any other Fiduciary. No
Fiduciary shall be under any obligation or duty to perform any act
which would involve it in expense or liability or to institute or
defend any suit in respect thereof, or to advance any of its own
moneys, unless properly indemnified. No Fiduciary shall be liable
in connection with the performance of its duties hereunder except
for its own negligence, misconduct or default.
SECTION 403.
EVIDENCE ON WHICH FIDUCIARIES MAY ACT.
(a) Each Fiduciary, upon receipt of any notice, resolution,
request, consent, order, certifi"cate, report, opinion, bond, or
other paper or document furnished' to it pursuant to any provision
of this Resolution, shall examine such instrument to determine
whether it conforms to the requirements of this Resolution and
shall be protected in acting upon any such instrument believed by
it to be genuine and to have been signed or presented by the proper
party or parties. Each Fiduciary may reasonably consult with
counsel, who mayor may not be of counsel to the Agency, and the
opinion of such counsel shall be full and complete authorization
and protection in respect of any action taken or suffered by it
under this Resolution in good faith and in accordance therewith.
(b) Whenever any Fiduciary shall deem it necessary or
desirable that a matter be proved or established prior to taking or
suffering any action under this Resolution, such matter (unless
other evidence in respect thereof be tllerein specifically
prescribed) may be deemed to be conclusively proved and established
by a certificate of the Chairman, Executive Director or hlS
designee, and such certificate shall be full warrant for any action
taken or suffered in good faith under the provisions of this Reso.
lutioD upon the faith thereof; but in its discretlon the Fiduciary
may in lieu thereof accept other evidence of such tact or matter or
may require such further or additional ev::.oence as it may deem
reasonable.
(e) Except as otherwise expressly provided in this Resolu-
tion, any request, order, notice or other direction required or
pe~itted to be furnished pursuant to any provls:or. thereof by the
Agency to any Fiduciary shall be sufficien:ly exec~ted 1n the name
of the Agency by the Chairman, Execut1ve Director or designee of
either of them
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SECTION 404. COMPENSATION. The Agency may agree with any
Fiduclary to pay to such Fiduciary from ti,me t.o time reasonable
compensation for all services rendered under this Resolution, and
also all reasonable expenses, charges I counsel fees and other
disbursements, including those of ~ts attorneys, agents and
employees, incurred ~n and about t.he performance of their powers
and duties under this Resolution. The Agency may also agree with
any Fiduciary to indemnify any FidUCiary for any and all of its
reasonable fees, costs and expenses resulting from any claim,
liability or the like incurred in and about the performance of its
powers and duties under this Resolution.
SECTION 405. CERTAIN PERMITTED ACTS. Any Fiduciary, indi.
vidually or otherwise, may become the owner of any Bonds, with the
same rights it would have if it were not a Fiduciary. Ta the
ex~ent permitted by law, any Fiducia~y may act as depositary for,
and permit any of its officers or directors ta act as a member of,
ar in any other capacity with respect. to, any committee formed to
protect the rights of Bondholders or co effect or aid in any
reorganization growing out of the enforcement of t.he Bonds or this
Resolution, whether or not any such cornmittee shall represent
Holders of a majority in principal amount of the Bonds then Out-
standing.
SECTION 406. MERGER OR CONSOLIDATION. Any entity into which
any Fiduciary may be merged or converted or with which it may be
consolidated or any entity resulting from any merger, conversion or
consolidation to which it shall be a party or any entity to which
any Fiduciary may sellar transfer all or substantially all of its
corporate trust business shall be a successor Fiduciary hereunder
provided such entity shall be a bank or trust company organized
under the laws of any state of the United States or a national
banking association or shall be a successor entity to the Agency,
if the Agency is acting as Fiduciary hereunder, shall be authorized
by law to perfonn all duties imposed upon it by this Resolut~on,
and shall be such successor without the execution or filing of any
paper or the performance of any further act,
SECTION 407. ADOPTION OF AUTHENTICATION. In case any of the
Bonds contemplated to be issued under (tl~S Resolution shall have
been authenticated but not delivered, any successor Registrar may
adopt the certificate of authenClcatlon of any predecessor
Registrar so authenticating such Bonds and deliver such Bonds so
authenticated; and in case any of the saJd Bends shall not have
been authenticated, any successor Registrar may authenticate such
Bonds in the name of the predecessor Registrar, or in the name of
the successor Registrar, and in all such cases such certificate
shull be fully effective.
SECTION 408. RESIGNATION OR REMOVAL OF FIDUCIARY AND
APPOINTMENT OF SUCCESSOR. ~~y Fiduciary may at any tlme resign an
be discharged of the duties and obligatlons created by this
Resolution by giving at least 60 days' written notice to the issuer
of a Credit Facility or Liquidity Faci':':.ty, the Agency, and the
other Fiduciaries, Any Fiduciary may be removed at any time by an
instrument filed with such Fiduciary and the issuer of each Credit
Facility or Liquidity Facility and signed by the Chairman,
Executive Director or his designee, Any successor Fiduciary shall
be appointed by the Agency and shall be, It other than the Agency
or its successor entity, a bank or t~llSt corrpany organlzed under
the laws of any state of the U~ited States or a nat:ollal banking
association, willing and able to accept the o!fice on reasonable
and customary terms and authorized by law to perform all the duties
imposed upon it by this Resolution. The Agency shall notify the
issuer of each Credit Facillty or Llquidity FaCllity of the
appointment of any successor Fiduciary, In the event of the
reslgnation or removal of any Fldu~lary, such Fiduciary shall pay
over, asslgn and deliver any moneys held by :t as Fiduciary to ~ts
S'Jccessor.
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33
SECTION 409. VACANCY. If at any time hereafter any Fidu-
ciary shall resign, be removed, be dissolved, or otherwise become
incapable of acting, or if the bank or trust company acting as any
Fiduciary shall be taken over by any governmental official, agency,
department or board, the position of Fiduclary shall thereupon
become vacant. If the position of such Fiduciary shall become
vacant for any of the foregoing reasons or for any other reasons,
the Agency shall appoint a successor Fiduciary and shall publish
notice of any such appointment by it made once in each .....eek for two
(2) successive weeks in a daily newspaper of general c~rculation or
a financial journal published in the Borough of Manhaccan, City and
State ot New York.
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At any time within one year after any such vacancy shall have
occurred, the Holders of a majority in aggregate principal amount
of the Bonds hereby secured and then Outstanding, by an instrument
or concurrent instruments in writing, executed by such Bondholders
or their attorneys in fact or legal representatives and filed with
the Agency, may appoint a successor Fiduciary which shall supersede
such Fiduciary theretofore appointed by the Agency. Photostatic
copies of each such instrument shall be delivered promptly by the
Agency to the predecessor Fiduciary and to the Fiduciary so
appointed by the Bondholders.
If no appointment of a successor Fiduciary shall be made
pursuant to the foregoing provisions of this Section, the Holder of
any Bond Outstanding hereunder or any retiring Fiduciary may apply
to any court of competent jurisdiction to appoint a successor
Flduclary. Such court may thereupon, aft.er such notice, if any, as
such court may deem proper and prescribe. appoint a successor
Fiduclary.
Any Fiduciary hereafter appointed, if not the Agency or its
successor entity, shall be a,bank or trust company authorized by
law to exercise corporate trust powers and subject to examination
by federal or state authority, of good standing and having at the
time of its appointment a combined capital and surplus aggregate
not less than Fifty Million Doll~~s ($50,000,0001.
[END OF ARTICLE IV)
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ARTICLE V
EXECUTION OF INSTRUMENTS BY BONDHOLDERS
AND PROOF OF OWNERSHIP OF BONDS
SECTION 501.
PROOF OF EXECUTION OF DOCUMENTS AND OWNERSHIP.
(a) Any request. direction, consent or ocher instrument in
writing required by this Resolution to be signed or executed by
Bondholders may be in any nwnber of concurrent instruments of
similar tenor and may be signed or executed by such Bondholders in
person or by their attorneys or legal representatives appointed by
an instrument in writing. Proof of the execution of any such
instrument and of the ownership of Bonds shal~ be sufficient for
any purpose of this Resolution and shall be conclusive in favor of
the Fiduciary with regard to any action taken by it under such
instrument if made in the following manner:
(1) The fact and date of the execution by any person of
any such instrument may be proved by the verification of any
officer in any jurisdiction who, by the laws thereof, has
power to take affidavits within such jurisdiction, to the
effect that such instrument was s~bscribed and sworn to before
him, or by an affidavit of a witness to such execution. Where
such execution is in behalf of a person other than an individ-
ual, such verification shall also const~tute sufficient
approval of the authority of the signor thereof.
(2) The ownership of Bonds shall be proved by the
registration books required to be maintained pursuant to the
provisions of this Resolution.
Nothing contained in this Article shall be construed as
limiting the Fiduciary to Buch proof, it being intended that t.he
Fiduciary may accept any other evidence of the matters herein
stated which it may deem sufficient.
(bl If the Agency shall solicit from the Holders any request,
direction, consent or other inStrument in writing required or
permitted by this Resolution to be signed or executed by the
Holders, the Agency may, at its option, fix in advance a record
date for determination of Holders entitled to give each request,
direction, consent or other inst,rument, but the Authority shall
have no obligation to do so. If such a record date is fixed, such
request, direction, consent or other instrument may be given before
or after such record date, but only the Holders of record at the
close of business on such record date shall be deemed to be Holders
for the purposes of determining whether Holders of the requisite
proportion of Bonds have authorized or agreed or consented to such
request, direction, consent or other i:1strument, and for that
purpose the Bonds shall be computed as of such record date.
Icl Any request or consent of the Holder of any Bond shall
bind every future Holder of the same Bond in respect of anything
done by the Agency or any Fiduciary in purs~ance of such request or
consent.
[END OF ARTICLE VI
34
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ARTICLE VI
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MISCELLANEOUS PROVISIONS
SECTION 601. MODIFICATION OR AMENDMENT. Except as otherwise
provided in the second paragraph hereof, no adverse material
modification or amendment of this Resolution, or of any ~esolution
amendatory hereof or supplemental hereto, may be made without the
consent in writing of (i) the Holders of more than fifty per centum
(50%) in aggregate principal amount of the Bonds then Outstanding
or Iii) in case less than all of the several Series of Bonds then
Outstanding are affected by the modification or amendment, the
Holders of more than fifty per centum 150%) in aggregate principal
amount of the Bonds of each Series so affected and Outstandlng at
the time such consent is given; provided, however, that no modifi~
cation or amendment shall permit a change in the maturity of such
Bonds or a reduction in the rate of interest thereon, or affecting
the promise of the Agency to pay the principal of and interest on
the Bonds, as the same mature or become due, from the Pledged
Funds, or reduce the percentage of Holders of Bonds required above
for such modification or amendment, without t.he consent of the
Holders of all the Bonds.
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For the purposes of this Section 601, to the extent any Series
of Bonds is secured by a Credit Facility or Liquidity Facility,
then the consent. of the issuer of the Credit Facility or Liquidity
Facility shall constitute the consent of the Holde:rs of such
Series.
This Resolution may be amended, changed, modified and altered
without the consent of the Holders of Bonds or any Credit Facility
or Liquidity Facility:
(al to cure any ambiguity or formal defect or omission
in this Resolution or in any supplemental resolutions or to
corr~ct or supplement any provisior. cont.a~;.ec. her-e:..:'"; '....r:i.ch may
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c~n.:t.alnea nE:re~n; or
(b) to grant. to or confer upon the Bondholders any
additional rights, remedies, powers, authority or security
that may lawfully be granted to or conferred upcn the Bond-
holders or
(c) to add to the conditions, limitations and restric-
tions on the issuance of Bonds under the provisions of this
Resolution, other conditions, limitations and restrictions
thereafter to be observed; or
(d) to add to the covenants and agreements of the Agency
in this Resolution other covenants and agreements thereafter
to be observed by the Agency or to surrender any right or
power herein reserved to or conferred upon the Agency; or
(e) to permit the issuance of Bonds, the interest on
which is intended to be excludable from gross income for
Federal income tax purposes under the Code to t.he Holders
thereof in coupon form, if as a condition precedent. to the
adoption of sllch supplemental resolution, there shall be
delivered to the Agency an opinion of counsel of recognized
standing relating to municipal bonds to (he effect that the
issuance of Bonds in coupon form is then permitted by law and
that. the issuance of such Bonds in coupon fO!lT1 w::;\.;ld not cause
interest on such Bonds to be included in qross i:1come for
Federal income tax purposes under the Co:je~ to t.he Holders
thereof i or
35
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(f) to pennit the Agency to issue Bonds the interest on
which is noe excludable from gross income far fede=al income
tax purposes under the Code to the Holders :hereo!; or
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(g) to qual ify the Bonds or any of the Bonds for
registration under the Securities Act of 1933 I as amended, or
the Securities Exchange Act of 1934, as amended; or
(hI to qualify this Resolution as an "lndenture" under
the Trust Indenture Act of 1939, as amended; or
(i) to make such changes as may be necessary to adj ust
the terms hereof, including the provisions of Section 304(DJ,
so as to facilitate the issuance of Capic.al Appreciation
Bonds, Capi tal Appreciation and Income Bonds, Put Bonds,
Extendible Maturity Bonds and such other Bonds as may be
marketable from time to time; or
(j) to permit Bonds to be issued in book entry form with
or without physical bonds; or
(k) to make such changes as may be necessary to comply
with the provisions of the Code relating to the exclusion of
interest on the Bonds from gross income thereunder; or
(1) to make such changes as may evidence the interest
herein of an issuer of a Credit Facility or a Liquidity
Facility that secures any Series of Bonds.
If at any time the Agency shall so request the Trustee, the
Trustee shall cause a notice of a proposed supplemental resolulion
requiring the consent of Bondholders to be mailed, postage prepaid,
to all Holders of Bonds then Outstanding at thelr addresses as they
appear on the registration books. Such notice shall br~efly set
torth the nature of the proposed supplemental resolution anc shall
Stale that a copy thereof is on file at the principal corporate
trust office of the Trustee for inspection by all Bondholders. The
Trustee shall not, however, be subject to any liabllity to any
Bondholder by reason of its failure to mail the notice required by
this Section, and any such failure shall not affect the validity of
such supplemental resolution when consented to or approved as
provided in this Section.
Wheneve~, at any time after the date of the mailing of such
notice, the Agency shall deliver to the Trustee an instrument or
instruments purporting to be executed by the Holders of at least a
maj ori ty in aggregate principal amount of the Bonds then Out-
standing, which instrument or instruments shall refer to the
proposed supplemental resolutions described in such notice and
shall specifically consent to and approve the adoption thereof, and
the Agency shall deliver to the Trustee a certifi~ate signed by the
Chairman that the Holders of such required percentage of Bonds have
filed such consents, the Agency may adopt such supplemental resolu-
tions in substantially such form without liability or responslbil-
ity to any Holder of any Bond, whether or not such Holder shall
have consented thereto. It shall not be necessary for the consent
of the Holders to approve the particular form of any proposed
supplemental resolution, but it shall be sufficient if such consent
shall approve the substance thereof.
If the Holders of more than fifty per centum (SOt) in aggre-
gate principal amount of the Bonds of each Series as affected and
Outstanding at the time of the adoption of such supplemental
resolution shall have consented to and approved the adoption
thereof as herein provided, no Holder shall have any right to
object to the adoption of such supplemental resolution, or to
object to any of the terms and provisions therein contained, or the
operation thereof, or in any manner to question the propriety of
the adoption thereof, or to enjoin or restrain the Agency from
adopting the same or from taking any action pursuant to the pro-
vislons thereot.
The consent of the Holders of any additional Series of Bonds
to be issued hereunder shall be deemed given if the underWrlters or
36
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initial purchasers for resale consent in writi.ng to such sup-
plemental resolution and the nature of the amendment effected by
such supplemental resolution is disclosed in the official statement
or other offering document pursuant to which such addi.t~=rlal Series
ot Bonds is offered and sold to the public.
SECTION 602. SEVERABILITY OF INVALID PROVISIONS. If anyone
or more of the covenants, agreements or provlslons of th~s
Resolution should be held contrary to any express prOV1S.l0n of law
or contrary to t.he policy of express law, though not expressly
prOhlblted, or against public polley, or snal; fer any reason
whatsoever be held invalid, then such covenants, agreements or
provisions shall be null and void and shall be deemed separate from
the remdining covenants, agreements or provisions, and shall in no
way affect the validity of any of the other provisio!1s of this
Resolution or of the Bonds issued hereunder.
SECTION 603. SALE OF BONDS. Except as otherwise provided in
Section 201 with respect to the Series 1993 Bonds, the Bonds shall
be issued and sold at one time or from time to time and at such
prlce or prices consistent with the provisions of the Act and the
requirements of this Resolution as the A3ency sIlal: hereafter
detennine by resolution.
SECTION 604. CAPITAL APPRECIATION BONDS; CAPITAL APPRE-
CIATION AND INCOME BONDS.
(a) For the purposes of (i) rece~v~ng payment of the
redemption price if a Capital Appreciation Bond is redeemed prior
to maturity, or (iil computing the amount of Bonds he::'d by the
registered owner of a Capital Appreciation Bond in giving to the
Agency any notice, consent, request or demand pursuant to this
Resolution for any purpose whatsoever, the principal amount of a
Capital Appreciation Bond shall be deemed to be its Accreted Value.
Ibl For the purpose of (il receiving paymenc of the redemp-
tion price if a Capital Appreciation and Income Bond is :-edeemed
prior to maturity, or (ii) computing the amount 0: Bonds he;..d by
the registered owner of a Capital Appreciation and Income Bond in
giving to the Agency any notice,' consent, request or demand pur-
suant to this Resolution for any purpose whatsoever, the prir.cipal
amount of a Capital Appreciation and Income Bond shall be deerrled to
be its Appreciated Value.
SECTION 605. UNCLAIMED MONEY. Notwi thstanding any pro-
visions of this Resolution, any money held by any Fiduciary for the
payment of the principal or redemption price of, or in':::erest on,
any Bonds and remaining unclaimed for five (5) year.-s a f :er the
principal of all of the Bonds has become due and payable (whether
at maturity Or upon call for redemption), if such money were so
held at such date, or five (5) years after the date 0: deposit of
such money if deposited after such date when a},l of the BODds
became due and payable, shall be repaid to the Agency f.ree :rcx the
provisions of this Resolution, and all liability of the Fidu:iary
with respect to such money shall thereupo~ cease; provided,
however, that before the repayment of such money to the Agency as
afor-esaid, the Agency sh '1 first publish at leas::. once HI a
financial newspaper or journal published and;'or of general
circulation in New York, New York, a notice, 1n s'.lch fo:lT', as may be
deemed appropriate by the Agency with respecc to the Bonds so
payable and not presented. and with respect co the provisions
relating to the repayment to the Issuer of the ~cney held for the
pa).'n1f.:nt thereof
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SECTION 606. PAYMENTS DUE ON SATURDAYS, SUNDAYS AND
HOLIDAYS. Irl ~ny case where the date of maturity ~E :nterest on or
principal of t:le Bonds or the date L.xed Eor :'8:-: ~f an,,'
Bends shall be a Saturday. Sunday or a jay en any P3)'ing
A'3ent IS re/:ruired, or authorized or not prd-,ib: r.~d, oy law
(including executive orders) to close and is clos",-'d, then pa1'IT\el-:t
of such interest or principal and any redempt:cn r:em:u~ neej not
37
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be pa,d by the PaYIng Agent on such date but may be pa,d on the
next succeeding business day on which the Paying Agent is open for
business with the same force and effect as if pald on the date of
maturity or the date fixed for redemption, and no interest shall
accrue for the period after such date of maturity
SECTION 607. CONTROLLING LAW; MEMBERS OF GOVERNING BODY OF
AGENCY NOT LIAlILE, The provisions of this Resolut.ion shall be
governed by, and interpreted in accordance with, the laws of the
Sta~e. All covenants, stipulations, obligations and agreements of
the Agency cor:tained in this Resolut,on shall be deemed to be
covenants, stipulations, obligations and agreements of the Agency
to the full extent authorized by the Act and p::-ovlded by t.he
Constitution and laws of the State. No covenant., stipulation,
obligation or agreement contained herein shall be deemed to be a
covenant, stipulation, obligation or agreement of any present or
future member, agent or employee of the Board or the Agency in his
individual capacity, and neither the members of the Board nor any
official executing the Bonds shall be liable personally on the
Bonds or this Resolution or shall be subject to any personal
liability or accountability by reason of the issuance or the execu-
tion by the Board or such members thereof.
~.
SECTION 608. FURTHER AUTHORIZATIONS. The Chairman, the
Executive Director and such other officers, employees and staff
members of the Agency as may be designated by the Chairman and the
Executive Director or either of them are each designated as agents
of the Agency in connection with the issuance and delivery of the
Bonds and are authorized and empowered, collective~y or individu-
ally, to take all action and steps and to execute all instruments,
documents and contracts on behalf of the Agency, that are necessary
or desirable in connection with the execution and delivery of the
Bonds, and which are not inconsistent with the terms and provisions
of this Resolution.
SECTION 609. HEADINGS FOR CONVENIENCE ONLY, Any headings
preceding the texts of the several articles and sections hereof
shall be _ solely for convenient;e of reference and shall not
constitute a part of this Resolution, nor shall they affect its
meaning, construction or effect.
SECTION 610. TIME OF TAKING EFFECT.
take effect i~nediately upon its ?dopcion.
This Resolution shall
PASSED AND ADOPTED this ~ day
, 1994.
JfY!I~
(SEAL)
Attest:
FORM APPROVED
REDEVElDP~1 AC,NCY
GE EfjAl COUNSEL l/?
/ rY';:;-:", /J,/
By ,fif>--,--<<, y~~
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I heRby certify thal !be _ aDd aforegoulg is a
true ~ of In Mtnca tbInall 9d ~ baDd md
...u IIlaJ3day~' 9zL_~ 19'/Y,
CITY CLERI(:
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BY / / (Ifl," "'-I:-).'I{ 1(1. I.Jlj1j
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EXHIBIT A
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BOND FORM
(Face of Bond)
No. R-
UNITED STATES OF AMERICA
STATE OF FLORIDA
MIAMI BEACH REDEVELOPMENT AGENCY
TAX INCREMENT REVENUE BO~~S,
SERIES
(CITY CENTER/HISTORIC CONVENTION VILLAGE)
Interest
Rate
Maturit.y
Date
Date of
Original
Issuance
>::liS.ll
REGISTERED OWNER:
DOLLARS
PRINCIPAL AMOUNT:
KNOW ALL MEN BY THESE PRESENTS that the Miaml Beach
Redevelopment Agency (the "Agency"), for value received, hereby
promises to pay to the registered owner specified above, or
registered assigns, on the date specified above, but solely from
the sources hereinafter mentioned, upon presentatiOn and surrender
hereof_ at the principal corpora:te trust of f ice of First Union
National Bank of Florida, Miami, Florida, as paying agent (said
bank and/or any bank or trust company to become successor paying
agent being herein called the "paying Agent"). the principal sum
specified above with interest thereon at the rate per annum
specified above, payable on the first day of and
of each year, commencing on principal of
this Bond is payable at the office of the Paying Agent in lawful
money of the United States of America. Interest on this Bond is
payable by check or draft of the Paying Agent made payable to the
registered owner as its name and address shall appear on the
registry books of First Union National Bank of Florida, Miami,
Florida, as Registrar (said bank and any successor Registrar being
herein called the "Registrar") at the close of business on the
fifteenth day of the calendar month preceding each interest payment
date (the "Regular Record Date"); provided, however, that (il if
ownership of the Bonds is maintained in a book-en~ry only system by
a securities depository, such payment may be made by automatic
funds transfer (wire) to such securities depository of its nominee
or (iU if such Bonds are not maintained in a book~entry only
system by a securities depository, upon written request of the
Holder of $1,000,000 or more in principal amount of Bonds, such
payments may be made by wire transfer to the bank and bank account
specified in writing by such Holder (such bank being a bank within
the continental United States) I if such Holder has advanced to the
Paying Agent the amount necessary to pay the cost of such wire
transfer or authorized the Paying Agent to deduct the cost of such
wire transfer from the payment due such Holder. M1Y interest not
punctually paid on an interest payment date shall forthwith cease
to be payable to the registered owner on the Regular Record Date
and may be paid to che registered owner as of che close of business
on a special record date for the payment of such defaulted incerest
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CHAIRMAN
to be fixed by the Paying Agent, notice whereof shall be glven not
less than 10 days prior to such special record dace to the
registered owners. Such interest shall be payable from the most
recent interest payment date next preceding the date of
authentication to which interest has been paid, unless the date of
aut:hentication is an 1 or 1 to which
interest has been paid, in which case from the date of
authentication, or unless the date of authentication is prior to
, 19 , in which case from , 19 , or
unless the date of authentication is between a Regular RecordDate
and the next succeeding interest payment date, in which case from
such interest payment date.
This Bond is one of an authorized issue of Bonds of the Agency
designated as its "Tax Increment Revenue Bonds, Series (City
Center/Historic Convention Village)" (herein called the~nds"),
in the aggregate principal amount of Dollars
($ ) of like date, tenor, and effect, except as to number,
date of maturity and interest rate, issued for the purpose of
under the authority of and in full compliance with the Constitution
and Statutes of the State of Florida, including particularly
Chapter 163, Part III, Florida Statutes, as amended from time to
time, and other applicable provisions of law, and a resolution duly
adopted by the Agency on , 1993 (hereinafter referred
to as the "Resol ut ion") and ~s subj ect to all the terms and
conditions of the Resolution.
REFERENCE IS HEREBY MADE TO THE FURTHER PROVIS IONS OF THIS
BOND SET PORT ON THE REVERSE SIDE HEREOF AND SUCH FURTHER PROVI-
sIoNs SHALL FOR ALL PURPOSES ,~VE THE SAME EFFECT AS IF SET FORTH
ON THE FRONT SIDE HEREOF.
A- 2
It is hereby certified and recited that all acts, conditions
and things require to exist, to happen, and to be performed,
precedent to and in the issuance of this Bond exist, have happened
and have been perfonned in regular and due form and time as
required by the Laws and Const.i,.tution of the State of Florida
applicabl~ thereto, and that the issuance of this Bond, and of the
issue of Bonds of which this Bond is one, is ~n full campI iance
with all constitutional, statutory or charter limitations or
provisions.
IN WITNESS WHEREOF, the Miami Beach Redevelopment Agency has
caused this Bond to be signed by its Chairman, elther manually or
with his facsimile signature, and the seal of the Miami Beach
Redevelopment Agency or a facsimile thereof co be affixed hereto or
imprinted or reproduced hereon, and attested by the Executive
Director, either manually or with his facsimile sig~ature.
MIAMI BEACH REDEVELOPMENT AGENCY
(SEAL)
Attest:
EXECUTIVE DIRECTOR
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FORM OF CERTIFICATE OF AUTHENTICATION
This Bond is one of the Bonds delivered pursuant to the within
mentioned Resolution.
Date of Authentication:
FIRST UNION NATIONAL BANK OF FLORIDA,
as Registrar
By:
Authorized Officer
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[Back of Bond]
This Bond is payable solely from and secured by a first lien
on and pledge of the Net Trust Fund Revenues (as defined in the
Resolution) collected by the Agency pursuant co Section 163.387,
Florida Statuces, as amended, the Supplemental Revenues (as defined
in the Resolution) received by First Union Natlonal Bank of
Florida, Miami, Florida, as trustee (said bank and any successor
trustee being herein called the "Trustee") fOt" so long as the City
of Miami Beach, Florida (the ltCity") is obligated to transfer
Supplemental Revenues to the Trustee as described i:; the Resolution
and all moneys held in certain funds and accounts es:ablished \Jnder
the Resolution (collectively, the "Pledged Funds"), all in the
manner provided in the Resolution. Neither" the Ager.cy, the City.
Dade County, Florida (the UCounty"), the State of F:'orida (the
UState") nor any of its political subdivisions is obligated to pay
this Bond or the interest hereon except from the Pledged Funds
pledged thereto and neither the faith and credit nor the taxing
power of the City, the County, the State or any of lts political
subdivisions is pledged to the payment of the ptlnOlpal of, or the
interest on, this Bond. This Bond does not constltute an
indebtedness of the Agency, the City, the County, the State or any
political subdivision thereof withln the meaning of any
constitutional, statutory or other provision or llmltation and it
is expressly agreed by the Holder of this Bond that such Holder
shall never have the right to require or compel the exercise of the
ad valorem taxing power of the City, the County, the State or any
political subdivision thereof or taxation i~ any forrr, on any real
or personal property therein, tor the payment of the principal of
and interest on this Bond and other payments provided for in the
Resolution.
It is further agreed between the Agency and the Holder of this
Bond that this Bond and the obligation evidenced thereby shall not
constitute a lien upon property owned by or situated within the
corporate territory of the Agency or the City, but shall constitute
a lien only on the Pledged Funds, all in tbe manner provided in the
Resolution.
Under the provisions of Section 163.387, Florida Statutes, as
amended, the City and the County have established the City
Center/Historic Convention Village Redevelopment and Revitalization
Trust Fund into which the County and the Clty have agreed to
deposit on an annual basis their respective portions of the Trust
Fund Revenues (as defined in the Resolution) for so long as the
Bonds are outstanding. In addition, the City has covenanted to
transfer to the Trustee the Supplemental Revenues as required for
payment of the principal of and interest on the Bonds and to make
the required deposits to the Debt Servi.ce Reserve Account;
provided, however, that the lien on and pledge of the Supplemental
Revenues for the benefit of the owners of the Bonds may be released
and excinguished under the terms and conditions spec~fied in the
Resolution. The Agency in the Resolutior. has established with the
Trustee the Miami Beach Redevelopment Agency Sinking Fund (City
Center/Historic Convention Village) and certal~ accounts therein
and covenanted t.o deposit into said Sinking Ft;nd and accounts
thereln solely from the Pledged Funds moneys to provide for the
timely payment of principal of and interegt on the Bonds and to
create a reserve therefor, all to the extent and in the manner
provlded in the Resolution. Reference is r.ereby made to the
Resolution for the specific provisions gove~r.ing t~le Bends.
[Redemption provisions]
Additional parity bonds may be issued by the Agency from t~me
co time upon the conditions and within the Ilmic~:lons and in the
manner provided in the Resolution.
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The original registered owner, and each successive registered
owner of this Bond shall be conclusively de~med tc have agreed and
consented to the following terms and conditions:
1. The Registrar shall keep books for the registration of
Bonds and for the registration of transfers of Bonds as provided in
the Resolution. The Bonds shall be transferable by the registered
owner thereof in person or by his attorney duly authorized in
writing only upon the books of the Agency kept by the Reglscrar and
only upon surrender hereof together with a written instrument of
transfer satisfactory to the Registrar duly executed by the
registered owner or his duly authorized attorney. Upon the
transfer of any such Bond, the Agency shall issue in the name of
the transferee a new Bond or Bonds.
2. The Agency, the Trustee, the Registrar and the Paying
Agent may deem and treat the person in whose name any Bond shall be
registered upon the books kept by the Registrar as the absolute
owner of such Bond, whether such Bond shall be overdue or not, for
the purpose of receiving payment of, or on ac::ount of, the
principal of and interest on such Bond as the same becomes due, and
for all other purposes. All such payments so made to any such
registered owner or upon his order shall be valid and effectual to
satisfy and discharge the liability upon such Bond to the extent of
the sum or sums so paid, and neither the Agency, the Trustee, the
Paying Agent, nor the Registrar shall be affected by any notice to
the contrary.
3. At the option of the registered owner thereof and upon
surrender hereof at the principal corporate trust office of the
Registrar with a written instrument of transfer satisfactory to the
Registrar duly executed by the registered owner or his duly
authorized attorney and upon payment by such regi,sr.el-ed owner of
any charges which the Registrar or the Agency may make as provided
in the Resolution, the Bonds may be exchanged for Bonds of the same
series and maturity of any other authorized denominations.
4. In all cases in which ~he privilege of exchanging Bonds
or tran~ferring Bonds is exercised, the Agency shall execute and
the Registrar shall authenticate and deliver Bonds in accordance
with the provisions of the Resolution. There shall be no charge
for any such exchange or transfer of Bonds, but the Agency or the
Registrar may require payment of ,a sum sufficient to pay any tax,
fee or other governmental charge required to be paid with respect
to such exchange or transfer. Neither the Agency nor the Registrar
shall be required (a) to transfer or exchange Bonds for a period of
15 days next preceding an interest payment date on such Bonds or
next preceding any selection of Bonds to be redeemed or thereafter
uneil after the mailing of any notice of redemption; or (b) to
transfer or exchange any Bonds called for redemption.
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[FORM OF ABBREVIATIONS FOR BONDS]
The following abbreviations, when used in the inscription on
the face of the within Bond, shall be construed as though they were
written out in full according to applicable laws or regulations.
TEN COM
TEN ENT
JT TEN
as tenants in common
as tenants by the entireties
as joint tenants with the right of survivor-
ship and not as tenants in common
UNIFORM GIFT MIN ACT -
Custodian
(Minor)
(Cust)
under Uniform Gifts to Minors
Act
(State)
Additional abbreviations may also be used
though not in the above list.
[FORM OF ASSIGNMENT FOR BONDS]
on the bond
premises.
received, the undersigned hereby sells, assigns and
the wi thin Bond, and all
irrevocably constitutes and appoints
, attorney to transfer the said Bond
reglster, wlth full power of substitution in the
For value
transfers unto
rights thereunder, an hereby
Dated:
Please insert Social Security
or other identifying number
of transferee:
Signature guaranteed:
NOTICE:
The transferor's signature to this Assignment must
correspond with the name as it appears on the face of the
within Bond in every particular without alteration or any
change whatever.
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EXHIBIT B
bGENCY CERTIFICATE
First Union National Bank of Florida,
as Trustee
Miami, Florida
The undersigned authorized official of the Miami Beach
Redevelopment Agency hereby certifies that payment of the amounts
specified in the requisition to which this Certificate is attached,
when added to all other payments made. from proceeds of the Miami
Beach Redevelopment Agency Tax Increment Revenue Bonds, Series 1993
(City Center/Historic Convention Village) (the "Series 1993 Bonds")
will not result in less than 9S percent of the net proceeds of the
Series 1993 Bonds and the investment earnings thereon or
attributable thereto being used for "redevelopment purposes II within
the meaning of Section 144(C) of the Internal Revenue Code of 1986,
as amended.
Dated:
MI~I BEACH REDEVELOPMENT AGENCY
By:
Authorlzed Officlal
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A RESOLUTION OF THE CHAIRMAN AND MEMBERS OF THE MIMlI
BEACH REDEVELOPMENT AGENCY AUTHOIUZING ISSUANCE OF NOT
MORE THAN $40,000,000 IN PRINCIPAL AMOUNT OF MIA.'vlI BEACH
REDEVELOPMENT AGENCY TAX INCREMENT REVENUE BONDS,
TAXABLE SERIES 1998A (CITY CENTERJHISTORIC CONVENTION
VILLAGE), AND NOT MORE THAN $10,000,000 IN PRINCIPAL AIvl0UNT
OF MIAMI BEACH REDEVELOPMENT AGENCY T A.X INCREMENT
REVENUE BONDS, SERIES 1998B (CITY CENTERJHISTORIC
CONVENTION VILLAGE), FOR THE PURPOSE OF FUNDING CERTA1N
CAPITAL IMPROVEMENTS IN CONNECTION WITH THE AGENCY'S
REDEVELOPMENT PLAN FOR THE CITY CENTERJHISTORIC
CONVENTION VILLAGE REDEVELOPMENT AND REVIT ALIZA TION
AREA, INCLUDING REPAYMENT OF A LOAN, FUNDING ANY
NECESSARY 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, 1994; PROVIDING THAT SAID SERIES 1998 BONDS AND
INTEREST THEREON SHALL BE PAYABLE SOLELY FROM PLEDGED
FUNDS; PROVIDING CERTAIN DETAILS OF THE SERIES 1998 BONDS;
DELEGATING OTHER DETAlLS AND MATTERS IN CONNECTION WITH
THE ISSUANCE OF THE SERIES 1998 BONDS TO THE CHAIRMAN,
WITHIN THE LIMITATIONS AND RESTRICTIONS STATED HEREIN;
AUTHORIZING A BOOK-ENTRY REGISTRATION SYSTEM FOR THE
SERIES 1998 BONDS; AUTHORIZING THE NEGOTIATED SALE AND
AWARD BY THE CHAIRMAN OF THE SERIES 1998 BONDS TO THE
UNDERWRITERS, WITHIN THE LIMIT A TIONS AND RESTRICTIONS
STATED HEREIN; APPROVING THE FORM OF AND AUTHORIZING THE
CHAIRMAN TO EXECUTE AND DELIVER A BOND PURCHASE
AGREEMENT; APPROVING THE FOR1vl OF AND D1STRlBUTION 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 1998 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; PROVIDING
FOR A CREDIT FACILITY FOR THE SERIES 1998 BONDS; PERMITTING
THE SATISFACTION OF ALL OR A PORTION OF THE RESERVE
ACCOUNT REQUIREMENT WITH A RESERVE ACCOUNT INSURANCE
POLICY AND APPROVING THE FO&'vl OF MW AUTHORIZING THE
CHAIRIvlAN TO EXECUTE AND DELIVER AN INSURANCE AGREEMENT
WITH THE PROVIDER THEREOF; PROVIDING COVENANTS FOR THE
PROVIDER OF SUCH CREDIT FACILITY A:\D/OR RESERVE ACCOUNT
RESOLUTION NO. 297-98
DOA(04548 DOCS ~IA lWl981AUTH,RESO.)
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INSURANCE POLICY; AND AUTHORIZING OFFICERS AND EMPLOYEES
OF THE AGENCY TO TAKE ALL NECESSARY ACTIONS IN
CONNECTION WITH THE SALE AND DELIVERY OF THE SERIES 1998
BONDS AND OTHER RELATED MATTERS,
WHEREAS, the Miami Beach Redevelopment Agency (the "Agency") has heretofore
issued its (i) $25,000,000 Miami Beach Redevelopment Agency Tax Increment Revenue Bonds,
Series 1993 (City Center/Historic Convention Village), (ii) $37,500,000 Miami Beach
Redevelopment Agency Tax Increment Revenue Bonds, Taxable Series 1996A (City
Center/Historic Convention Village) and (iii) $7,705,000 Miami Beach Redevelopment Agency
Tax Increment Revenue Bonds, Series 1996B (City Center/Historic Convention Village)
(collectively, the "Prior Bonds"), to fund the acquisition and clearing of certain property and the
construction of certain public improvements (collectively, the "Prior Projects ") 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 Prior Bonds having
been issued pursuant to Resolution No. 150-94, adopted by the Agency on January 5, 1994, as
supplemented (as amended and supplemented from time to time, the "Bond Resolution") and
Resolution No, 94-21008, adopted by the City on January 5, 1994, as supplemented; and
WHEREAS, the Agency now desires to finance the completion of the Prior Projects, the
acquisition and clearing of certain additional property and the development and construction of
certain additional public improvements in connection with the Redevelopment Plan, as more
particularly described in Exhibit A attached hereto and made a part hereof (collectively, the
"Series 1998 Redevelopment Project"), including repayment of a $20,000,000 interim loan from
the City to fund a portion of the Series 1998 Redevelopment Project (the "City Loan"); and
2
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WHEREAS, Section 304(H) of the Bond Resolution provides for the issuance of
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additional parity bonds for the purpose of financing community redevelopment projects
undertaken by the Agency pursuant to the Redevelopment Plan within the Redevelopment Area
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in accordance with the Act (as such term is defined in the Bond Resolution) ("Redevelopment
Projects"); and
WHEREAS, the Series 1998 Redevelopment Project constitutes a Redevelopment Project
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under the Bond Resolution; and
WHEREAS, the Agency has determined that it is desirable to issue additional parity
bonds (collectively, the "Series 1998 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 1998 Redevelopment Project, including repayment
of the City Loan, to fund any necessary 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 1998 Bonds as bonds
the interest on which is not excludable from gross income for federal income tax purposes (the
which is excludable from gross income for federal income tax purposes (the "Series 1998B
Bonds"); and
3
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WHEREAS, based upon the recommendations of the Financial Advisor, the Agency has
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 1998 Bonds and their sale and other actions in
connection with the issuance of the Series 1998 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 1998
Bonds, current favorable market conditions, time constraints, the uncertainry inherent in a
competitive bidding process and the recommendations of Dain Rauscher Incorporated, the
fmancial advisor to the Agency in connection with the issuance of the Series 1998 Bonds (the
"Financial Advisor"), it is in the best interest of the Agency to authorize the negotiated sale of
the Series 1998 Bonds; and
further determined to secure: two separate financial guaranry insurance policies guaranteeing the ~
scheduled payment of principal of and interest on the corresponding Series of the Series 1998 f
Bonds (collectively, the "Series 1998 Bond Insurance Policy") and to the extent so determined {
by the Chairman in accordance with the provisions of this Resolution, a debt service reserve t
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fund surety bond for deposit to the credit of the Debt Service Reserve Account in satisfaction r
4
of all or any portion of the Reserve Account Requirement (as defined in the Bond Resolution)
(the "Series 1998 Reserve Policy") from MBIA Insurance Corporation ("MBIA"); and
WHEREAS, each of the Series 1998 Bond Insurance Policy shall constirute a Credit
Faciliry under the Bond Resolution and, to the extent all or any portion of the Reserve Account
Requirement is satisfied with the Series 1998 Reserve Policy, the Series 1998 Reserve Policy
shall constirute a Reserve Account Insurance Policy under the Bond Resolution; and
DOA: 1045"S, DOCS. MIA !80298JA UTH. RESO.)
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WHEREAS, the Commission has found and determined that the issuance of the Series
1998 Bonds and the undertaking of the Series 1998 Redevelopment Project will serve a valid
public pUI1'ose;
NOW, THEREFORE, BE IT RESOLVED BY THE CHAIRMAN AND MEMBERS OF
THE MlMiI BEACH REDEVELOPMENT AGENCY:
Section 1. The above recitals are incoI1'orated herein as fmdings. 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) of the Bond Resolution and the authority granted to the
Agency by the Act, including with respect to the Series 1998A Bonds, the Taxable Act. The
Series 1998A Bonds shall be issued in a principal amount not to exceed $40,000,000, shall be
designated "Miami Beach Redevelopment Agency Tax Increment Revenue Bonds, Taxable Series
1998A (City Center/Historic Convention Village)" and shall be issued for the pUI1'ose of
providing funds, together with other available funds, to fmance the portion of the Series 1998
Redevelopment Project described in Part I of Exhibit A (the "Series 1998A Redevelopment
Project"), including repayment of any portion of the City Loan related thereto, to fund any
necessary deposit to the Debt Service Reserve Account and to pay costs of issuance thereof. The
Series 1998B Bonds shall be issued in a principal amount not to exceed $10,000,000, shall be
designated "Miami Beach Redevelopment Agency Tax Increment Revenue Bonds, Series 1998B
(City Center/Historic Convention Village)" and shall be issued for the pUI1'ose of providing
funds, together with other available funds, to finance the portion of the Series 1998
Redevelopment Project described in Part II of Exhibit A (the "Series 1998B Redevelopment
DOA .104548, DOCS, MlA 180298]A lITH.RESO.)
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Section 4. It is hereby found and determined that due to the character of the Series 1998
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Project"), including repayment of any portion of the City Loan related thereto, to fund any
necessary deposit to the Debt Service Reserve Account and to pay costs of issuance thereof.
Each Series of the Series 1998 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 Saial Bonds
and/or Term Bonds, shall have such Interest Payment Dates, shall bear interest at such rates,
but not to exceed 8.50% per annum with respect to the Series I998A Bonds and 6.50% per
annum with respect to the Series 1998B 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 1998 Bonds (the "Series I 998 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.
Section 3, In accordance with the provisions of the Bond Resolution, the Series 1998
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 whatever therefor.
Bonds, current favorable market conditions, time constraints, the uncertainty inherent in a
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sale of the Series 1998 Bonds is in the best interest of the Agency, The negotiated sale of the
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competitive bidding process and the recommendations of the Financial Advisor, the negotiated
Series 1998 Bonds to PaineWebber Incorporated (the "Senior Managing Underwriter") on behalf
the Senior Managing Underwriter, the "Underwriters") is hereby authorized at a purchase price
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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 1998 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 1998 Bonds to the
Underwriters at a price determined in accordance with the preceding sentence and as shall be
further set forth in the Series 1998 Bond Purchase Agreement (as hereinafter defmed), The
execution and delivery of the Series 1998 Bond Purchase Agreement for and on behalf of the
Agency by the Chaitman shall be conclusive evidence of the Agency's acceptance of the
Underwriters' proposal to purchase the Series 1998 Bonds,
Section 5, The Chairman, after consultation with the Financial Advisor and the
Executive Director, with respect to each Series of Series 1998 Bonds, is hereby authorized to
determine the principal amount of Series 1998 Bonds to be issued, the date of the Series 1998
Bonds and the time of issuance thereof, the Interest Payment Dates therefor, the marurities and
dates upon which Amortization Requirements are payable, but not later than December 31, 2022,
the redemption fearures thereof and the principal amounts of the Serial Bond marurities and the
Term Bond Amortization Requirements, all of which shall be set forth in the Series 1998
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 1998
7
DOAI04548,DOCs ~LA 1802981AUTH.RESO.)
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Bonds, which interest rates shall be set forth in the Series 1998 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 1998 Bonds (the "Series 1998 Bond Purchase
Agreement") for and on behalf of the Agency. 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
Chairman, after consultation with the Executive Director and General Counsel of the Agency,
The execution of the Series 1998 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 1998
Bonds and the Executive Director is hereby authorized to cause the Series 1998 Bonds to be
delivered to OJ upon the order of the Underwriters upon payment of the purchase price, as shall
be set forth in the Series 1998 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 1998 Preliminary
Official Statement") and Official Statement (the "Series 1998 Official Statement") in connection
with the issuance of the Series 1998 Bonds are hereby approved in substantially the form of the
Series 1998 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
8
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Agency's approval of the Series 1998 Preliminary Official Statement and the Series 1998 Official
Statement. The distribution of said Series 1998 Preliminary Official Statement and Series 1998
Official Statement in connection with the marketing of the Series 1998 Bonds and the execution
and delivery of the Series 1998 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 1998 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 1998 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 1998
Bonds. With respect to each Series of the Series 1998 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 1998A Account" and the "Series 1998B
Account", Proceeds of each Series of the Series 1998 Bonds for deposit to the credit of the
Acquisition and Construction Fund and the Cost of Issuance Fund 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.
Section 9. Upon issuance of the Series 1998 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
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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 1998 Bonds shall be executed in the form and manner provided
in the Bond Resolution, The Series 1998 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 1998 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 1998 Bonds ceases
to be in effect, the Series 1998 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 1998 B,onds, the Agency agrees, in accordance with the Rule, to provide or cause to
be provided such annual fmancial information and operating data, fmancial 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 "Series 1998 Continuing Disclosure
Agreement") with the City 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
Executive Director, after consultation with General Counsel of the Agency, The execution of
10
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the Series 1998 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 Series
1998 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 Series 1998 Continuing Disclosure Agreement shall not constirute a default
under the Bond Resolution and the remedies therefor shall be solely as provided in the Series
1998 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 Series 1998
Continuing Disclosure Agreement, including the timely provision of information and 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 Agency is hereby authorized to secure the Series 1998 Bond Insurance
Policy guaranteeing the scheduled payment of principal of and interest on the Series 1998 Bonds
and to pay the premiums with respect thereto. Each Series 1998 Bond Insurance Policy shall
constitute a Credit Facility under the Bond Resolution,
For so long as the Series 1998 Bond Insurance Policy is in effect and MBIA has not
defaulted in its obligations thereunder, and notwithstanding any provisions to the contrary
contained in the Bond Resolution, the Agency, the Trustee, the Paying Agent, the Registrar and
11
DOA: [04548. DOCS. MIA 180298]A UTH.RESO-)
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the Holders of the Series 1998 Bonds, as applicable, covenant and agree, but solely for the
benefit of MBIA, as follows:
(a) In connection with the issuance of additional parity Bonds under the Bond
Resolution, the Agency shall deliver [0 MBIA a copy of the disclosure document,
if any, circulated with respect to such additional parity Bonds.
(b) MBIA will be deemed the Bondholder of all Series 1998 Bonds under the Bond
Resolution, in lieu of the registered owners thereof, for purposes of (i) consenting
[0 the adoption of any supplemental resolution which requires the consent of
Bondholders pursuant to the Bond Resolution and (ii) exercising any rights and
remedies granted [0 the Bondholders of the Series 1998 Bonds under the Bond
Resolution upon the occurrence of a default thereunder; provided, however, that
MBIA shall not have the right to decrease the amount of principal or interest due
and owing on the Series 1998 Bonds or extend the dates of payment of
installments of principal of and interest on the Series 1998 Bonds.
(c) The Agency shall provide MBIA and Standard & Poor's Ratings Services
("S&P") with a copy of all supplemental resolutions adopted pursuant to the Bond
Resolution,
(d) Defeasance Obligations in connection with any defeasance of the Series 1998
Bonds shall be limited to:
1. U,S. 'Treasury Certificates, Notes and Bonds (including State and Local
Government Series--"SLGS").
2. Direct obligations of the Treasury which have been stripped by the
Treasury itself, CATS, TIGRS and similar securities,
3. The interest component of Resolution Funding Corp. securities
("REFCORP") which have been stripped by request to the Federal
Reserve Bank of New York in book entry form,
4. Pre-refunded municipal bonds rated "Aaa" by Moody's Investors Service,
Inc. ("Moody's") and "AAA" by S&P. If however, the issue is only rated
by S&P (i,e., there is no Moody's rating), then the pre-refunded bonds
must have been pre-refunded with cash, direct U,S. or U.S, guaranteed
obligations, or AAA rated pre-refunded municipals.
5. Obligations issued by the following agencies which are backed by the full
faith and credit of the U.S.:
12
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a, U,S. Exoort-Imoort Bank (Eximbank)
Direct obligations or fully guaranteed certificates of beneficial
ownership
b, Farmers Home Administration (FmHA)
Certificates of beneficial ownership
c. Federal Financing Bank
d, General Services Administration
Participation certificates
e. U,S, Maritime Administration
Guaranteed Title XI financing
f. U.S. Deoartment of Housing and Urban Develooment (HUD)
Project Notes
Local Authority Bonds
New Communities Debentures - U.S, govenunent guaranteed
debentures
U.S. Public Housing Notes and Bonds - U,S. govenunent
guaranteed public housing notes and bonds.
(e) Permitted Investments under the Bond Resolution shall be limited to:
1. Direct obligations of the United States of America (including obligations
issued or held in book-entry form on the books of the Department of the
Treasury, and CATS and TGRS) or obligations the principal of and
interest on which are unconditionally guaranteed by the United States of
America.
2. Bonds, debenrures, notes or other evidence of indebtedness issued or
guaranteed by any of the following federal agencies and provided such
obligations are backed by the full faith and credit of the United States of
America (stripped securities only if they have been stripped by the agency
itself) :
a, U.S. Export-Imoort Bank (Eximbank)
Direct obligations or fully guaranteed certificates of beneficial
ownership
b, Farmers Home Administration (FmHA)
Certificates of beneficial ownership
c. Federal Financing Bank
DOA .104548. DOCS, MIA I802981A UTH .RESO-)
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f. Government National Mortgage Association (GNMA or Ginnie
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GNMA - guaranteed mortgage-backed bonds
GNMA - guaranteed pass-through obligations
g. U.S. Maritime Administration
Guaranteed Title XI financing
h. U.S, Department of Housinl!: and Urban Develooment (HUD)
Project Notes
Local Authority Bonds
New Communities Debenrures - U.S. government guaranteed
debentures
U.S. Public Housing Notes and Bonds - U,S, government
guaranteed public housing notes and bonds,
3. Bonds, debenrures, notes or other evidence of indebtedness issued or
guaranteed by any of the following non-full faith and credit U.S.
government agencies (stripped securities only if they have been stripped
by the agency itself):
a, Federal Home Loan Bank System
Senior debt obligations
b, Federal Home Loan Mortgal!:e Corooration (FHLMC or Freddie
Mac)
Participation Certificates
Senior debt obligations
c. Federal National Mortl!al!e Association (FNMA or Fannie Mae)
Mortgage-backed securities and senior debt obligations
d, Srudent Loan Marketinl! Association (SLMA or Sallie Mae)
Senior debt obligations
e, Resolution Fundinl! Corp, (REFCORP) Obligations
f. Farm Credit System
Consolidated systemwide bonds and notes
DOA:I04548,OQcs ,MIA 180(98)AUTH.RESO-)
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2. The repurchase agreement includes the following:
:
,
4. Money market funds registered under the Federal Invesunent Company
Act of 1940, whose shares are registered under the Federal Securities Act
of 1933, and having a rating by S&P of AAArn-G, AAAIn, or Aarn and
if rated by Moody's, having a rating by Moody's of Aaa, Aal or Aa2,
5, Certificates of deposit secured at all times by collateral described in (1)
and/or (2) above, Such certificates must be issued by commercial banks,
savings and loan associations or mutual savings banks. The collateral
must be held by a third party and the Bondholders must have a perfected
first security interest in the collateral.
6. Certificates of deposit, savings accounts, deposit accounts or money
market deposits which are fully insured by the Federal Deposit Insurance
Corporation,
7, Invesunent agreements acceptable to MBIA,
8. Commercial paper rated, at the time of purchase, "Prime-I" by Moody's
and" A-I" or better by S&P,
9. Bonds or notes issued by any state or municipality which are rated by
Moody's and S&P in one of the two highest rating categories assigned by
such agencies.
10. Federal funds or bankers acceptances with a maximum term of one year
of any bank which has an unsecured, uninsured and unguaranteed
obligation rating of "Prime-I" or "A3" or better by Moody's and "A-I"
or "A" or better by S&P.
11, Repurchase agreements for 30 days or less which satisfy the following
criteria or which exceed 30 days as are otherwise approved by MBIA:
1. Entered into by the Agency or the Trustee, as applicable, with:
a. Primary dealers on the Federal Reserve reporting dealer list
which are rated A or bener by S&P and Moody's,
b, Banks rated" A" or above by S&P and Moody's.
a, Securities which are acceptable for transfer are:
(1) Direct U.S. government obligations, or
15
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(2) Federal agencies backed by the full faith and credit
of the U,S. government (and FNMA & FHLMC).
b, The term of the repurchase may be up to 30 days.
c, The collateral must be delivered to the Agency, the Trustee
or a third party acting as agent simultaneous with payment
(perfection by possession of certificated securities).
d, Valuation of collateral:
(1) The securities must be valued weekly marked-to-
market at current market price plus accrued interest;
and
(2) The value of collateral must be equal to 104% of
the amount of cash transferred by the Agency or the
Trustee, as applicable, to the dealer bank or
security tirm plus accrued interest. If the value of
securities held as collateral falls below 104% of the
value of the cash transferred by the Agency or the
Trustee, as applicable, then additional cash or
acceptable securities must be transferred by the
dealer bank or security fum. If, however, the
securities used as collateral are FNMA or FHLMC,
then the value of collateral must equal 105 %.
3. A legal opinion must be delivered to the Agency to the effect that
the repurchase agreement meets guidelines under State of Florida
law for legal investment of public funds,
12.
Any State of Florida administered pool investment fund in which the City
is statutorily permitted or required to invest.
(f) Investments of moneys held under the Debt Service Reserve Account shall be
valued at fair market value, marked to market at least once per year and have
maturities not exceeding tive (5) years except for investment agreements approved
by MBIA,
(g)
The Trustee, the Paying Agent and the Registrar must each be a commercial bank
with trust powers,
(h) The Agency shall provide MBIA notice of the resignation or removal of the
Trustee, the Paying Agent or the Registrar and the appointment of a successor
thereto ,
16
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(i) MBIA shall receive copies of all notices required to be delivered to Bondholders
of the Series 1998 Bonds under the Bond Resolution and, on an annual basis,
copies of the Agency's audited financial statements and annual budget.
U) All notices required to be given to MBIA shall be in writing and shall be sent by
registered or certified mail addressed as follows:
MBIA Insurance Corporation
113 King Street
Armonk, New York 10504
Attention: Insured Portfolio Management
(k) The Trustee shall, not later than the third business day preceding each payment
date on the Series 1998 Bonds, transfer from moneys on deposit in the applicable
Accounts to the Paying Agent the amounts necessary to pay the principal of and
interest on the Series 1998 Bonds. In the event that, on the second business day,
and again on the business day, prior to the payment date on the Series 1998
Bonds, the Paying Agent has not received sufficient moneys to pay all principal
of and interest on the Series 1998 Bonds due on the second following or
following, as the case may be, business day, the Paying Agent shall immediately
notify MBIA or its designee on the same business day by telephone or telecopy,
confirmed in writing by registered or certified mail, of the amount of the
deficiency. If the deficiency is made up in whole or in part prior to or on the
payment date, the Paying Agent shall so notify MBlA or its designee,
In addition, if the Paying Agent has notice that any Bondholder has been required
to disgorge payments of principal or interest on the Series 1998 Bonds to a trustee
in bankruptcy or creditors or other pursuant to a final judgment by a court of
competent jurisdiction that such payment constirutes a voidable preference to such
Bondholder within the meaning of any applicable bankruptcy laws, then the
Paying Agent shall notify MDIA or its designee of such fact by telephone or
telegraphic notice, confirmed in writing by registered or certified mail.
(I) The Paying Agent is hereby irrevocably designated, appointed, directed and
authorized to act as attorney-in-fact for Bondholders of the Series 1998 Bonds as
follows:
1.
If and to the extent there is a deficiency in amounts required to pay
interest on the Series 1998 Bonds, the Paying Agent shall (a) execute and
deliver to State Street Bank and Trust Company, N .A., or its successors
under the Bond Insurance Policy (the "Insurance Paying Agent"), in form
satisfactory to the Insurance Paying Agent, an instrument appointing
MBIA as agent for such Bondholders in any legal proceeding related to
the payment of such interest and an assignment to MBIA of the claims for
interest to which such deficiency relates and which are paid by ~1BIA. (b)
receive as designee of the respective Bondholders (and not as Paying
17
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Agent) in accordance with the tenor of the Series 1998 Bond Insurance
Policy payment from the Insurance Paying Agent with respect to the
claims for interest so assigned and (c) disburse the same to such respective
bondholders; and
2, If and to the extent of a deficiency in amounts required to pay principal
of the Series 1998 Bonds, the Paying Agent shall (a) execute and deliver
to the Insurance Paying Agent in form satisfactory to the Insurance Paying
Agent an instrument appointing MBlA as agent for such Bondholder in
any legal proceeding relating to the payment of such principal and
assignment to MBIA of any of the Series 1998 Bonds surrendered to the
Insurance Paying Agent of so much of the principal amount thereof as has
not previously been paid or for which moneys are not held by the Paying
Agent and available for such payment (but such assignment shall be
delivered only if payment from the Insurance Paying Agent is received),
(b) receive as designee of the respective Bondholders (and not as Paying
Agent) in accordance with the tenor of the Series 1998 Bond Insurance
Policy payment therefor from the Insurance Paying Agent, and (c)
disburse the same to such Bondholders.
(m) Payments with respect to claims for interest on and principal of Series 1998
Bonds disbursed by the Paying Agent from proceeds of the Series 1998 Bond
Insurance Policy shall not be considered to discharge the obligation of the Agency
with respect to such Series 1998 Bonds, and MBIA shall become the owner of
such unpaid Series 1998 Bonds and claims for the interest in accordance with the
tensor of the assignment made to it under the provisions of this section or
otherwise.
(n) Irrespective of whether any such assignment is executed and delivered, the
Agency, the Trustee, the Paying Agent and the Registrar hereby agree for the
benefit of MBIA that:
1. They recognize that to the extent MBlA makes payments, directly or
indirectly (as by paying through the Paying Agent), on account of
principal of or interest on the Series 1998 Bonds, MBIA will be
subrogated to the rights of such Bondholders to receive the amount of such
principal and interest from the Agency, with interest thereon as provided
and solely from the sources stated in the Bond Resolution and the Series
1998 Bonds; and
2. They will accordingly pay to MBIA the amount of such principal and
interest (including principal and interest recovered under subparagraph (ii)
of the first paragraph of the Series 1998 Bond Insurance Policy, which
principal and interest shall be deemed past due and not to have been paid),
with interest thereon as provided in the Bond Resolution and the Series
1998 Bonds, but only from the sources and in the manner provided in the
18
DOA .104548 DOCS MIA 180298]AUTH.RESO-)
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19
Bond Resolution for the payment of principal of and interest on the Series
1998 Bonds to Bondholders, and will otherwise treat MBIA as the owner
of such rights to the amount of such principal and interest.
Section 13. The Chairman, based upon the recommendations of the Financial Advisor,
is hereby authorized to determine to satisfy all or a portion of the Reserve Account Requirement
with the deposit of the Series 1998 Reserve Policy to the credit of the Debt Service Reserve
Account, to provide for the payment of the premium with respect thereto and, subject to the
provisions of the Bond Resolution, to apply any moneys released from the Debt Service Reserve
Account as a result of the deposit of the Series 1998 Reserve Policy therein, all as shall be
provided in the Series 1998 Chairman's Certificate, The Commission hereby approves the form
of a Financial Guaranty Agreement to be entered into berween the Agency and MBIA to the
extent the Series 1998 Reserve Policy is deposited to the credit of the Debt Service Reserve
Account (the "Series 1998 Insurance Agreement"), a copy of which draft form of Series 1998
Insurance Agr~ement has been presented at the meeting at which this Series Resolution was
considered. To the extent applicable, the Chairman is hereby authorized to execute the Series
1998 Insurance Agreement in substantially the form presented at the meeting at which this Series
Resolution was considered, subject to such changes, modifications, insertions and omissions and
such filling-in of blanks therein as may be necessary to secure delivery of the Series 1998
Reserve Policy, The execution and delivery by the Chairman of the Series 1998 Insurance
Agreement for and on behalf of the Agency shall be conclusive evidence of the Agency's
approval of the Series 1998 Insurance Agreement.
For so long as the Series 1998 Reserve Policy is in effect and MBIA has not defaulted
in its obligations thereunder, and norwithstanding any provisions to the contrary contained in the
Bond Resolution, the Agency, the Trustee, the Paying Agent, the Registrar and the Holders of
DOA, [04548, DOCS, MIA 180298JA UTH-RESO.)
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tbe Saies 1998 B0nds. as applicable, covenant and agree. but solely for the benefit of MBIA.
~s fr)llO")JS"
(aJ A Re:.erie Account Insurance Polley or Re:.er,e Account LeITer oi Credit shall
bt: limited to (i) those facilities issued by an insurance company rated in the
highest rating category by Moody's and S&P and, if rated by A,M. Best &
Company, rated in the highest rating category by A.M. Best & Company or (ii)
such other facilities authorized under the Bond Resolution and approved by
MBIA,
(b)
Net Trust Fund Revenues shall be applied under the prOVISIOns of Section
304(D)(3) of the Bond Resolution and Supplemental Revenues shall be applied
under the provisions of the Supplemental Revenues Resolution first, to reimburse
MBIA for any payments made under the Series 1998 Reserve Policy, thereby
reinstating the Series 1998 Reserve Policy, and second, for deposit with the
Trustee of any cash required to be deposited in the Debt Service Reserve Account
after taking into account the amounts available under all Reserve Account
Insurance Policies and/or Reserve Account Letters of Credit, including the Series
1998 Reserve Policy; provided, however, that if reimbursements are also due to
issuers of other Reserve Account Insurance Policies or Reserve Account Letters
of Credit, the reimbursements to MBIA and such other providers shall be paid on
a pro-rata basis.
(c)
The Paying Agent shall deliver a "Demand for Payment" in the form attached to
the Series 1998 Reserve Policy at least three days prior to the date on which
funds are required.
(d) The Paying Agent shall maintain adequate records, verified with MBIA, as to the
amount available to be drawn at any given time under the Series 1998 Reserve
Policy.
In addition, so long as amounts are due and owing to MBIA under the Series 1998
Insurance Agreement, the Agency, the Trustee, the Paying Agent, the Registrar and the Holders
of the Series 1998 Bonds, as applicable, covenant and agree, but solely for the benefit of MBIA,
as follows:
(a) The Agency hereby pledges and grants a lien upon the Pledged Funds,
subordinate to the lien thereon granted for the benetit of Bondholders, Credit
Providers and Liquidity Providers under the provisions of the Bond Resolution,
in order to secure the Agency's payment obligations under the Series 1998
Insurance Agreement, Such paymem obligations under the Series 1998 Insurance
Agreemem are junior, inferior and subordinate in all respects to the Bonds as to
20
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lien on and source and security for payment from the Pledged Funds and in all
other respects.
(b) The Bond Resolution shall not be discharged until all amounts due and payable
to MBIA have been paid in full or provision for their payment in full has been
made.
(c) The Agency shall maintain adequate records, verified by MBIA, as to the
amounts paid and owing to MBIA under the terms of the Series 1998 Insurance
Agreement.
(d) The Agency shall not optionally redeem any Bonds or apply Net Trust Fund
Revenues pursuant to Section 304(D)(5) of the Bond Resolution, other than for
the payments required in clauses (1) through (4) of said Section 304(D), unless
the Agency is current in all of its payment obligations under the Series 1998
Insurance Agreement.
Section 14. 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 1998 Bonds, the Bond Resolution, the Series 1998 Bond Purchase
Agreement, the Series 1998 Continuing Disclosure Agreement, the Series 1998 Bond Insurance
Policy, the Series 1998 Reserve Policy, the Series 1998 Insurance Agreement and this
Resolution, for the full, punctual and complete performance of all the terms, covenants,
provisions and agreements of the Series 1998 Bonds, the Bond Resolution, the Series 1998 Bond
Purchase Agreement, the Series 1998 Continuing Disclosure Agreement, the Series 1998 Bond
Insurance Policy, the Series 1998 Reserve Policy, the Series 1998 Insurance Agreement and this
Resolution,
21
DOA(04548.DOCs MIAI80298JAUTH.RESO-)
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Section 15. This Resolution shall take effect immediately upon its adoption.
PASSED AND ADOPTED this ~ day of July 1998.
wI;
Chairman
(Seal)
Attest:
l I " ,
, 'I, ~.....l 'Iw
APPROVED AS TO
FORM & LANGUAGE
& FOR EXECUTION
. I I" I
.!, " l',I,<,
Secretary
1f{ :tf1/JJt- (?I~ IJ?
..development Agenq 0_
Geo.~~rol Counsel
I hereby certify thai the above and aforegomg is a
true copy of In witneSS thereof I set my hand and
seal this day of 19
CITY CLERK
BY
(Seal)
DEPUTY
...
22
DOA: (04548, DOCS, MIA 180298JA UTH.RESO.)
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APPENDIX C
CITY RESOLUTION NO. 94-21008
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RESOLUTION NO.
94-21008
A RESOLUTION OF THE MAYOR AND CITY COMMISSION
OF THE CITY OF MIAMI BEACH, FLORIDA, REGARDING
A CERTAIN GEOGRAPHIC AREA WITHIN THE CITY OF
MlhMI BEr.<::1I CAl,LED TilE CITY CENTER/HISTORIC
CONVENTION VILLAG~ REDEVELOPMENT AND REVITALI.
ZATION AREA, DEt>CRIBED GENl:RALLY AS BEING
BOUNDED ON THE EAST BY THE ATI~TIC OCEAN, ON
THE NORTII BY 24TH STREET, ON ~HE WEST BY WEST
AVENUE AND ON THE SOUTH BY 14TH LANE, PLEDGING
PROCEEDS OF THE RESORT TAX LEVIED BY THE CITY
TO THE EXTENT PROVIDED HEREIN AND ON A BASIS
SUBORDINl'.TE TO CERTAIN OTHER OBLIGATIONS TO
THE PAYMENT OF THE MIAMI BEACH REDEVELOPMElIT
AGENCY TAX INCREMENT REVENUE BONDS, SERIES
1993 (CITY CENTER/HISTORIC CONVENTION VIL-
LAGEI, TO BE ISSUED IN THE AGGREGATE PRINCIPAL
AMOUNT OF NOT EXCEEDING $25,000,000, PROVIDING
THE TERMS AND CONDITIONS UPON WHICH SUCH
PLEDGE SliALL BE RELEASED AND EXTINGUISHED,
AUTHOR I ZING THE ISSUANCE BY THE MIAMI BEACH
REDEVELOPMElIT AGENCY OF SAID TAX INCREMENT
REVENUE BONDS, SERIES 1993 (CITY CENTER/
HISTORIC CONVENTION VILLAGE), IN ACCORDANCE
WITH THE REQUIREMENTS OF CHAPTER ~63, PART
III, FLORIDA STATUTES, AS AMENDED, AND
CONFIRMING THE DELEGATION TO THE MIAMI BEACH
REDEVELOPMENT AGENCY OF ALL POWERS PERMITTED
BY CI~PTER 163, PART III, FLORIDA STATUTES, AS
I\HENDED, WHICH WERE DELEGATED TO THE CITY
COMMISSION BY DI\OE COUNTY, FLORIDA.
WHEREAS, the Miami Beach Redevelopment Agency (the "Agency")
15 l.SSU:1ll~ Its Tax Increment Rl.~venue Bonds, Series 1993 (City
Center/Hlst'Ol.: lC COllvcntlon Village) (the "Series 1993 Bonds" and
togethel. witll any additional bonds issued on a pal.ity therewith
under the provisions of the Bond Resolution (as defined below). the
"Bonds"), in the aggregate principal amount of not exceeding
$25,000,000, under the provisions of a resolution adopted by the
Agency on January 5, 1994 (the "Bond Resolution"], a copy of which
is attached hereto as Exhibit "AU and made a part hereof, for the
purpose of providing funds for the acquisition, clearing and/or
rehabilitatioll oE certain property and the construction of certain
public improvements (tIle "Series 1993 Redevelopment Project") in
an area oE the City of Miami Beach, Flori~a (the "City") known as
the "City Cerltel"/Historic Convention Village Redevelopment. and
Revitalizatioll Area", all ill accordance witll a redevelopmellt pIall
(the "RedeveloplneJlt Plan") adopted by the Agency under Chapter 163,
Part III. Florida Statutes, as amended (the "Act"I, and approved by
t.he City pllrSU31lt to Resolution No. 93-20721 adopted by the City OJ1
February 12, 1993; allLl
WHERE1\S. the Bonds will be primarily payalJle [rom cert~in 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 21, 1993 anLl Ordinance No.
93-28 enact.~d by Dade County, Florida (the "County") on April 27,
1933; anLl
WHEREAS, the rJr:=L TrusL Fund Revenues illlLirtlly will not be
sufficient t.o pay thr:= pt"in-:ipal of and int.erest on the Bonds; and
WHEREAS, because of Llle importallce of the Series 1993 Redevel-
opmetl~ project alld the Redevelopment Plan to the economic develop-
ment of tile City. the City is .....illing and desires to pl-ovide a
supplemental SOU1"ce of funds to the Agency (or the payrnent of
principal of and interesL on the Bonds, and LCl make certain other
deposits leq\\il'ed ill respect of the Bonds. and, in furtherance of
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this end, the City is willing and desires to pledge the Supple-
mental Revenues (as defined herein) to the payment of the principal
of and interest on the Bonds, and to make such other deposits as
are required in respect of the Bonds, on the basis provided herein
and in the Bond Resolution; and
WHEREAS, the City desires to authorize and approve the issu-
ance of the Series 1993 Bonds by the Agency, in accordance with the
requirements of the Act; and
WHEREAS, the City further desires to confirm the delegation to
the Agency of all powers permitted by the Act which were delegated
to the City by the County;
NOW, THEREFORE, BE IT DULY RESOLVED 'BY THE MAYOR AND CITY
COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA:
SECTION 1. The foregoing recitations are deemed true and
correct and are hereby incorporated as a part of this resolution.
SECTION 2. This resolution is adopted pursuant to the Act
and Chapter 166, Part II, Florida Statutes, as amended, and other
applicable provisions of law.
SECTION 3. In this resolution terms used as defined terms in
the recitals hereto shall have the same meaning throughout the
resolution, terms used in capitalized form and not defined herein
shall have the meanings ascribed to such terms in the Bond Resolu-
tion and, in addition, the following terms shall have the meanings
specified below:
"Resort Tax Bond Resolution," shall mean Resolution No. 88-
19369 adopted by the City on September 22. 1988 pursuant to which
the City is authorized to issue revenue bonds secured by Resort Tax
Revenues, as the same may be amended, substituted or modified from
time to time.
"Supplemental Revenues" shall mean the Resort Tax Revenues
available under Section 304 (D) (4) of the Resort Tax Bond Resolution
for the payment of subordinated obligations issued in accordance
with Section 3041G) of the Resort Tax Bond Resolution,
"Supplemental Revenues Bonds' shall mean any and all bonds
issued by the City or other obligations incurred by the City (other
than payment obligations under Section 5 hereof), from time to
time, which are payable from, and are secured by a pledge and lien
upon, the Supplemental Revenues on a parity with the City's payment
obligations under Section 5 hereof and the pledge and lien granted
under Section 6 hereof.
SECTION 4. In consideration of the acceptance of the Bonds
by those who shall own the same from time to time, this resolution
shall be deemed to constitute a contract between the City and the
owners of the Bonds, and the covenants and agreements herein set
forth to be performed by the City shall be for the equal benefit,
protection and security of the 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 thereof.
SECTION 5. Upen receipt of notice from the Trustee in accer.
dance with the provisions of Section 304(DJ of the Bond Resolution
as to a defiCiency in the amounts required to be on deposit in any
of the accounts established in the Sinking Fund, as provided in
said Section 304(01. the City shall, as provided below, transfer to
the Trustee for deposit in the applicable accounts in the Sinking
Fund Supplemental Revenues in an amount which, after the required
transfers are completed as provided herein, shall be sufficient,
together with the amounts then on deposit 'in each of the accounts
in the Sinking Fund, to pay all interest and principal (including
Amortization Requirements) payable on the Bonds during the then
,.,~"....----w_ -~.
- 3 -
current calendar year, as the same become due and payable, and to
fund such deficiency in the Debt Service Reserve Account by the
last day of such calendar year_ The City shall make such transfers
on a monthly basis on the sixteenth day of each month. commencing
on February 16th, in such substantially equal amounts with respect
to the deficiencies in each of such accounts in the Sinking Fund as
shall cure any such deficiency (i) with respect to the Interest
Account. the Principal Account and the Bond Redemption Account
prior to the applicable Interest Payment Dates or principal payment
dates and (ii) with respect to the Debt Service Reserve Account, by
the last day of such calendar year.
SECTION 6, As further security for the payment of the prin-
cipal of and intere,st on the Bonds and the City's obligation to
make the payments required under Section 5 hereof. the City hereby
pledges and grants a lien on the Supplemental Revenues for the
benefit of the holders of the Bonds. The City's obligation to make
the payments required under Section 5 hereof and the pledge and
lien granted under this Section 6 shall constitute a "subordinated
obligation" under Section 304(G) of the Resort Tax Bond Resolution
junior, inferior and subordinate in all respects to the revenue
bonds issued by the City pursuant to the Resort Tax Bond Resolution
as to lien on and source and security for payment from the Resort
Tax Revenues and in all other respects. For purposes of Chapter
41, Article VI. Section 41-68(e) (3) of the City Code and that
certain Interlocal Agreement entered into between the County. the
City, The City of Miami and the Village of Bal Harbour and the
Greater Miami Convention and Visitors Bureau. establishing a uni-
fied effort in the promotion and marketing of conventions and con-
vention sales in the County. as each may be amended from time to
time, the obligations of the City hereunder shall constitute
indebtedness of the City secured by the Resort Tax entitled to
priority over all payment obligations thereunder.
SECTION 7. Notwithstanding anything to the contrary con-
tained in this resolution, the City's obligation to transfer Sup-
plemental Revenues to the Trustee ,l,ereunder shall terminate and the
pledge of and lien on the Supplemental Revenues in favor of the
Bonds shall bezeleased and extinguished upon the happening of the
following events and conditions:
(a) the Net Trust Fund Revenues (not including any
portion thereof which may be attributable to investment
earnings I for each of the immediately preceding two Fiscal
Years, as certified by a certified public accountant in a
certificate delivered to the Trustee. shall have been at least
equal to one hundred seventy-five percent (175t) of the
Maximum Annual Debt Service on all Bonds then Outstanding; and
(bl the Agency shall have caused notice to the effect
that the lien upon and pledge of the Supplemental Revenues to
secure payment of the Bonds has been released and extinguished
to be mailed to the registered owners of the Bonds. to each
rating agency maintaining a rating on the Bonds and the issuer
of any Credit Facility or Liquidity Facility,
SECTION 8, The City does hereby covenant and agree that as
long as the pledge and lien created hereunder shall be in effect it
will not (i) repeal Chapter 41, Article V of the City Code pursuant
to which the Resort Tax is levied. (ii) reduce the rate of the
Resort Tax, (iii) amend, substitute or modify said City Code pro-
visions or the Resort Tax Bond Resolution, in any manner so as to
impair or adversely affect the power and obligation of the City to
levy and collect the Resort Tax or the application of the Supple-
mental Revenues. or (ivl issue additional revenue bonds pursuant to
Section 304 (HI (other than refunding bonds pursuant to Section
304(HI (3)) of the Resort Tax Bond Resolution, and the City shall be
unconditionally and irrevocably obligated. as long as the pledge
and lien created hereunder shall be in effect, to levy an~ collect
_ 1
J.
the Resort Tax at not less than the rate now being levied by the
City.
The City does hereby further covenant and agree that as long
as the pledge and lien created hereunder shall be in effect it will
not issue or incur Supplemental Revenues Bonds after the issuance
of the Series 1993 Bonds unless:
(11 The Supplemental Revenues received by the City
during the immediately preceding Fiscal Year, as certified by
an independent certified public accountant, were at least
equal to one hundred seventy-five percent 1175t) of IA) the
Maximum Annual Debt Service on Ii) all Bonds issued and then
Outstanding under the Bond Resolution, Iii) in accordance with
the next succeeding paragraph, any Supplemental Revenues Bonds
issued and then Outstanding and (iii) in accordance with the
next succeeding paragraph, the additional Supplemental
Revenues Bonds then proposed to be issued less (B) the Net
Trust Revenues applied in such preceding Fiscal Year to the
~~~~n~ ~f prin~ipal of and interest O~ ~~e 3c=Zs.
(2) The Ci ty need not comply wi th subparagraph (1) above
in the issuance of Supplemental Revenues Bonds if and to the
extent that the Supplemental Revenues Bonds to be issued are
refunding Supplemental Revenues Bonds, that is, delivered in
lieu of or in substitution for Supplemental Revenues Bonds
previously issued, if the City causes to be delivered to the
Trustee a certificate of the Finance Director of the City set.
tiog forth (i) the Maximum Annual Debt Service (A) with
respect to the Bonds and, in accordance with the next succeed.
ing paragraph, the Supplemental Revenues Bonds, in each case
Outstanding immediately prior to the date of delivery of such
refunding bonds and (S) with respect to the Bonds and, in
accordance with the next succeeding paragraph, the Supple-
mental Revenues Bonds, in each case to be Outstanding immedi-
ately thereafter, and Iii) that the Maximum Annual Debt Ser-
vice set forth pursuant to (V) above is no greater than that
set forth pursuant to (A) above,
For purposes of subparagraphs (1) and (2) above, Supplemental
Revenues Bonds shall be deemed "Outstanding" and shall be included
in "Debt Service Requirement" and "Maximum Annual Debt Service ,.
therein based upon the same rules applicable to Bonds under the
Bond Resolution.
Nothing contained herein or otherwise shall restrict, prohibit
or limit the ability or right of the City to issue bonds or incur
other obligations payable for the Supplemental Revenues, or create
or cause to be created debts, liens, pledges. assignments, encum-
brances and other charges upon the Supplemental Revenues, which in
each case are junior, inferior and subordinate in all respects to
the Bonds and any Supplemental Revenues Bonds as to lien on and
source and security for payment from the Supplemental Revenues and
in all other respects.
SECTION 9. In accordance with the requirements of Sections
163,358(3) and 163.385(1) and (3) of the Act, the issuance by the
Agency of the Series 1993 Bonds, in the aggregate principal amount
of not exceeding $25,000,000, under the provisions of the Bond
Resolution, is hereby authorized and approved by the City Commis-
sion of the City.
SECTION 10. The City hereby confirms the delegation to the
Agency of all powers permitted by the Act, which powers were
delegated to the City by the County,
SECTION 11. Nothing in this resolution shall be construed as
constituting a pledge of the City's ad valorem taxing power or of
its full faith and credit, The obligations of the City under
- 4 .
Sections 5 and 6 hereof shall be a limited obligation of the City
payable solely from the Supplemental Revenues pledged hereunder.
SECTION 12. The officers and employees of the City are hereby
authorized and directed to take all other necessary actions and
execute all necesary documents. including, without limitation, a
letter of representation for the benefit of the Purchasers of the
Series 1993 Bonds, to carry out the provisions of this resolution
and provide for the issuance of the Bonds by the Agency.
SECTION 13. This resolution shall become effec ive immedi-
ately upon its adoption,
(SEAL)
PASSED AND ADOPTED this ~
ATTEST:
fl A 'f
lG .v\.".
City Clerk
C'
t)"'IV---'
~
Date
I bmIly conify lhal Iho _ IIl4 aI'orogo1lll is .
lNO alp)' of In WI"- thonaf 1 ... my !wid aod
.. 1lIIi:i3doy~ 19'fi,.
ern' CLERK
BY 4!1{~ ,/3'f.uLd';'~/.,.,o
. DEP1l1Y1 (s.J) /
- 5 .
EXHIBIT A
BOND RESOLUTION
S.. R..olution '150-94 in Appendix B
-
APPENDIX D
CONTINUING DISCLOSURE AGREEMENT
[This page intentionally left blank]
CONTINUING DISCLOSURE AGREEMENT
THIS CONTINUING DiSCLOSURE AGREEMENT (the" Agreement") dated as of July
1, 1998, is made by and among the MIAMI BEACH REDEVELOPMENT AGENCY, a public
body corporate and politic duly created and existing under the Constitution and laws of the State
of Florida (the "Agency"), the CITY OF MIAMI BEACH, FLORIDA, a political subdivision
duly organized and existing under the Constitution and laws of the State of Florida (the "City"),
and FIRST UNION NATIONAL BANK, a national banking association duly organized and
existing under the laws of the United States of America, with its principal place of business
located in Miami, Florida, as trustee (the "Trustee"), under the circumstances summarized in
the following recitals (each capitalized tenn used but not otherwise defined herein has the
meaning assigned to it in Section 1 below or in the Resolution hereinafter defined):
A, The Agency has detennined to issue and sell the Bonds, and the Bonds will be
issued pursuant to and secured by the Resolution.
B, The Original Purchaser is required under the Rule to not purchase or sell the
Bonds in a primary offering unless the Original Purchaser has reasonably detennined that the
Agency and the City have made an agreement in accordance with the provisions of the Rule.
NOW, THEREFORE, in consideration of the recitals and the mutual representations and
agreements hereinafter contained, the Agency, the City and the Trustee agree, in accordance
with the provisions of the Rule, for the benefit of the holders and beneficial owners from time
to time of the Bonds, as follows:
Section 1. Definitions and Interoretation. In addition to the words and tenns defmed
elsewhere in this Agreement or by reference to the Resolution, unless the context or use clearly
indicates another or different meaning or intent:
"Accounting Principles" means the accounting principles applied from time to time in the
preparation of each of the Obligated Person's annual fmancial statements, initially generally
accepted accounting principles as recommended from time to time by the Governmental
Accounting Standards Board of the American Institute of Certified Public Accountants,
"Agency Annual Infonnation" means fmanciaI infonnation and operating data to be
provided by the Agency for each Fiscal Year as follows: infonnation appearing in the Official
Statement in the table under the caption "ESTIMATED DEBT SERVICE COVERAGE" and in
the table entitled "Miami Beach Redevelopment Agency Historical Taxable Real Property and
Tax Increment Revenues City Center Historic Convention Village," the release of the pledge of
Supplemental Revenues and issuance of additional debt payable from the Pledged Funds,
"Annual Infonnation" means (i) with respect to the Agency, the Agency Annual
Information and (ii) with respect to the City, the City Annual Information.
"Authorized Disclosure Representative" means (i) with respect to the Agency, the
Executive Director of the Agency and (ii) with respect to the City, the Finance Director, or, in
either case, any other person or persons at the time designated to act on behalf of such Obligated
Person by written certificate furnished to the Trustee, containing the specimen signature of such
person or persons and signed on behalf of the Agency by the Executive Director or on behalf
of the City by the Finance Director. That certificate may designate an alternate or alternates,
each of whom shall have the same authority, duties and powers as such Authorized Disclosure
Representative.
"Bonds" means collectively, the $29,105,000 Miami Beach Redevelopment Agency Tax
Increment Revenue Bonds, Taxable Series 1998A (City Center/Historic Convention Village), and
$9,135,000 Miami Beach Redevelopment Agency Tax Increment Revenue Bonds, Series I998B
(City Center/Historic Convention Village), each dated as of July 1, 1998.
"Business Day" means any day other than a Saturday, Sunday or a day on which the
Trustee is required, or authorized or not prohibited by law (including executive orders), to close
and is closed.
"City Annual Information" means fmancial information to be provided by the City for
each Fiscal Year as follows: Resort Tax Revenues and Supplemental Revenues, issuance of
additional debt payable form the Resort Tax Revenues or Supplemental Revenues and changes
in the Resort Tax with respect to the percentage rate imposed or the exemptions therefrom,
"Filing Date" means, with respect to each Obligated Person, the 240th day following the
end of each Fiscal Year of such Obligated Person (or the next preceding Business Day if that
day is not a Business Day).
"Fiscal Year" means the fiscal year of each Obligated Person ending on or after
September 30, 1998.
"Holder" has the meaning assigned to it in the Resolution.
"MSRB" means the Municipal Securities Rulemaking Board,
"NRMSIR" means each nationally recognized municipal securities information repository
designated from time to time by the SEC in accordance with the Rule,
"Notice Addresses":
As to the Trustee:
First Union National Bank
First Union Financial Center
200 South Biscayne Boulevard
Miami, Florida 33131
Attention: Corporate Trust Department
Telephone No,: (305) 789-4682
Facsimile No,: (305) 789-4678
2
As to the Agency:
Miami Beach Redevelopment Agency
1700 Convention Center Drive
Miami Beach, Florida 33139
Attention: Executive Director
Telephone No.: (305) 673-7010
Facsimile No.: (305) 673-7782
As to the City:
City of Miami Beach, Aorida
1700 Convention Center Drive
Miami Beach, Aorida 33139
Attention: Finance Director
Telephone No.: (305) 673-7466
Facsimile No,: (305) 673-7795
"Obligated Person" means the Agency or the City, as applicable.
"Obligated Persons" means collectively, the Agency and the City,
"Official Statement" means the Official Statement dated July 22, 1998 relating to the
Bonds.
"OrigiD.aI Purchaser" means collectively, PaineWebber Incorporated, Prudential Securities
Incorporated and William R. Hough & Co.
"Resolution" means collectively, Resolution No, 150-94, adopted by the Agency on
January 5, 1994, as supplemented by Resolution No. 297-98, adopted by the Agency on July
1, 1998, and as further supplemented and amended from time to time, and Resolution No. 94-
21008, adopted by the City on January 5, 1994, as supplemented by Resolution No. 98-22820,
adopted by the City on July I, 1998, and as further supplemented and amended from time to
time,
"Rule" means Rule 15c2-12 promulgated by the SEC pursuant to the Securities Exchange
Act of 1934.
"SEC" means the Securities and Exchange Commission.
"Specified Events" means the occurrence of any of the following events, within the
meaning of the Rule, with respect to the Bonds: principal and interest payment delinquencies;
non-payment related defaults; unscheduled draws on the Debt Service Reserve Account reflecting
financial difficulties; unscheduled draws on credit enhancements reflecting financial difficulties;
substitution of credit or liquidity providers, or their failure to perform; adverse tax opinions or
events affecting the tax-exempt status of the Bonds; modifications to rights of Holders or
3
,.
beneficial owners; bond calls; defeasances; release, substitution, or sale of property securing
repayment of the Bonds; and rating changes,
"SID" means the state information depository, if any, designated by the State of Florida
and with which filings are required to be made by the Obligated Person in accordance with the
Rule,
The captions and headings in this Agreement are solely for convenience of reference and
in no way define, limit or describe the scope or intent of any Sections, subsections, paragraphs,
subparagraphs or clauses hereof, Reference to a Section means a section of this Agreement and
to an Exhibit means an exhibit to this Agreement, unless otherwise indicated.
Section 2. Provision of Annual Information: Audited Financial Statements.
(a) Each Obligated Person hereby agrees to provide or cause to be provided to each
NRMSIR, to any SID and to the Trustee,
(i) its Annual Information for the preceding Fiscal Year not later than the
Filing Date for that Fiscal Year; and
(ii) when and if available, audited fmancial statements of such Obligated
Person for each Fiscal Year prepared in accordance with the Accounting Principles.
Each Obligated Person expects that audited annual fmancial statements of such Obligated Person
will be prepared and will be available together with its Annual Information.
(b) Each Obligated Person expects that its Annual Information will be provided
directly by such Obligated Person or through the other Obligated Person as its designated agent,
(c) If the Trustee has not received the Annual Information for a Fiscal Year by its
close of business on the fifteenth Business Day preceding the Filing Date for that Fiscal Year,
the Trustee shall provide a notice to the applicable Authorized Disclosure Representative, not
later than its close of business on the next Business Day, substantially in the form of Exhibit A,
by facsimile transmission (or other means similarly prompt) and by certified or registered mail,
postage prepaid, return receipt requested. If the Trustee has not received that Annual
Information by its close of business on the Filing Date, the Trustee shall provide a notice to the
applicable Authorized Disclosure Representative, not later than its close of business on the next
Business Day, substantially in the form of Exhibit B, by facsimile transmission (or other means
similarly prompt), The applicable Obligated Person shall be entitled to provide written evidence
of the submission of the Annual Information in accordance with subsection 2(a)(i), including a
certificate of the Authorized Disclosure Representative as to the relevant facts, and, if applicable,
a written statement regarding any failure to comply with subsection 2(a)(i), The Trustee shall
be entitled to rely conclusively upon any written evidence provided by the Obligated Person
regarding the provision of that information to any NRMSIR or SID. If, in any instance, the
required information was not timely filed or the Obligated Person fails to provide evidence, by
3:00 p.m., eastern time, on the second Business Day following the Filing Date, of its timely
4
filing with each NRMSIR and any SID, the Trustee shall send or cause to be sent promptly after
receipt of any such evidence or statement from the Obligated Person, but in any event not later
than its close of business on the second Business Day following the Filing Date, a notice
substantially in the form of Exhibit C, modified to reflect the pertinent facts, to each NRMSIR
or to the MSRB, and to any SID by facsimile transmission (or other means similarly prompt).
Section 3. Notice of Soecified Events: Chan~es in Accountinli! Princioles or Fiscal Year.
(a) The Agency, with respect to (i) below, and each Obligated Person, as applicable,
with respect to (ii) and (iii) below, agrees to provide or cause to be provided to each NRMSIR
or to the MSRB, and to the Trustee and to any SID, in a timely manner, (i) notice of any
Specified Event, if that Event is material, (ii) in the manner described in subsection 2(c), notice
of its failure to provide or cause to be provided the Annual Information on or prior to the Filing
Date, and (Hi) notice of any change in the Accounting Principles applied in the preparation of
the annual financial statements of such Obligated Person or any change in the dates on which
the Fiscal Year of such Obligated Person begins and ends,
(b) The Trustee shall promptly notify each Authorized Disclosure Representative upon
becoming aware of the occurrence of any Specified Event (other than the giving of a notice of
optional redemption of any Bonds or defeasance of the Bonds).
(c) If the Agency becomes aware of a Specified Event that is material, the Agency
shall provide or cause to be provided notice of that Event in accordance with subsection 3(a).
(d) The Trustee shall mail to each Holder, by first class mail, postage prepaid, a copy
of any notice that is filed with it by an Obligated Person in accordance with subsection 3(a),
Section 4. Oblili!ated Persons: Dissemination A~ent. The Obligated Persons represent
that they will be the only obligated persons with respect to the Bonds at the time the Bonds arr
delivered by the Agency to the Original Purchaser and that no other person is expected
become so committed at any time after issuance of the Bonds, Either Obligated Person O'
Trustee may, from time to time, appoint or engage an agent to act on its behalf in perfr
its obligations under this Agreement and may discharge any such agent, with or
appointing a successor; provided, that neither the Obligated Persons nor the Trust'
relieved in any respect by appointment of an agent from primary liability for the
of their obligations under this Agreement.
Section 5. Remedv for Breach. This Agreement shall be solely for
holders and beneficial owners from time to time of the Bonds. The exch'
breach of this Agreement by an Obligated Person shall be limited, to t'
law, to a right of holders and beneficial owners, or the Trustee, to ins'
cause to be instituted and maintained, such proceedings in Miami-D?
be authorized at law or in equity to obtain the specific performlUl
of its obligations under this Agreement. The Trustee may e"
requested to do so by the Holders of at least 25 % in aggrega'
then outstanding, subject to the same conditions, limitation'
t;
qc/y
0cJes
~o
'/;
5
/'
/
under the Resolution, the Trustee shall exercise any such right. Any holder or beneficial owner
may exercise any such right; provided that, except in the instance of an alleged failure of an
Obligated Person to provide or cause to be provided a pertinent filing if such a filing is due and
has not been made, any such right shall be exercised in the same manner and subject to the same
conditions and limitations that would apply under the Resolution. Holders and beneficial owners
shall not be entitled to institute or maintain any such proceedings individually that assert a
breach of this Agreement that is based on the alleged inadequacy of any pertinent filing that has
been made.
Section 6. Performance bv the Trustee: Comoensation.
(a) Solely for the purpose of (i) defining the standards of care and performance
applicable to the Trustee in the performance of its obligations under this Agreement, (ii) the
manner of execution by the Trustee of those obligations, (iii) defining the manner in which, and
the conditions under which, the Trustee may be required to take any action at the direction of
Holders, including the condition that indemnification be provided, and (iv) matters of removal,
resignation and succession of the Trustee under this Agreement, the Resolution is hereby made
applicable to this Agreement as if this Agreement were contained in the Resolution; provided
that the Trustee shall have only such duties under this Agreement as are specifically set forth
in this Agreement.
(b) Subject to Section 9, the Obligated Persons agree to pay to the Trustee from time
to time reasonable compensation for services provided by the Trustee under this Agreement and
to payor reimburse the Trustee upon request for all reasonable expenses, disbursements and
advances incurred or made in accordance with this Agreement (including the reasonable
compensation and the expenses and disbursements of its counsel and of all agents and other
persons regularly in its employ), except to the extent that any such expense, disbursement or
advance is due to the negligence or bad faith of the Trustee,
(c) The obligations of the Obligated Persons under this Section shall survive
resignation or removal of the Trustee and termination of other provisions of this Agreement
pursuant to Section 8.
(d) The Trustee is a party to this Agreement for and on behalf of the holders and
beneficial owners of the Bonds and shall not be considered to be the agent of the Obligated
Persons when performing any actions required to be taken by the Trustee under this Agreement.
I
(e) The Trustee shall not have any obligation under this Agreement to investigate or
determine whether any filing made under this Agreement complies with federal securities laws
or rules.
Section 7. Amendment: Waiver. This Agreement may be amended, and noncompliance
with any provision of this Agreement may be waived, as may be necessary or appropriate to
achieve its compliance with any applicable federal securities law or rule, to cure any ambiguity,
inconsistency or formal defect or omission, and to address any change in circumstances arising
from a change in legal requirements, change in law, or change in the identity, nature, or status
6
I
.1 Ii
of the Obligated Persons, or either of them, or type of business conducted by the Obligated
Persons, or either of them. Any such amendment or waiver shall not be effective unless the
Agreement (as amended or taking into account such waiver) would have complied with the
requirements of the Rule at the time of the primary offering of the Bonds, after taking into
account any applicable amendments to or official interpretations of the Rule, as well as any
change in circumstances, and until the Obligated Persons and the Trustee shall have received
either (a) a written opinion of bond or other qualified independent special counsel selected by
the Agency, or determination by the Trustee, that the amendment or waiver would not materially
impair the interests of holders or beneficial owners. or (b) the written consent to the amendment
or waiver of the Holders of at least a majority of the principal amount of the Bonds then
outstanding, Annual Information containing any revised operating data or fmancial information
shall explain, in narrative form, the reasons for any such amendment or waiver and the impact
of the change on the type of operating data or fmancial information being provided,
Section 8, Term. The obligations of each Obligated Person under this Agreement shall
remain in effect only for such period that (i) the Bonds are outstanding in accordance with their
terms and (ii) such Obligated Person remains an "obligated person" with respect to the Bonds
within the meaning of the Rule, subject to the survival of certain provisions to the extent
expressly provided in Section 6, The obligation of each Obligated Person to provide the Annual
Information and notices of events set forth in subsection 3(a) shall terminate, if and when such
Obligated Person no longer remains an "obligated person" with respect to the Bonds, provided
such Obligated Person shall provide notice of such termination to each NRMSIR. the MSRB,
any SID and the Trustee,
Section 9, -Sources of Pavments: Extent of Covenants: No Personal Liability, The
Agency shall be required to use only Trust Fund Revenues (as defined in the Resolution) and
the City shall be required to use only Supplemental Revenues (as defined in the Resolution) to
pay any costs and expenses to be incurred in the performance of this Agreement, and the
performance of the obligations hereunder shall be subject to the availability of Trust Fund
Revenues and Supplemental Revenues, as applicable, for that purpose. This Agreement does
not and shall not constitute a general obligation of the Agency or the City, All covenants,
stipulations, obligations and agreements of the Obligated Persons contained in this Agreement
are and shall be deemed to be covenants. stipulations, obligations and agreements of the
Obligated Persons to the full extent authorized by law, No covenant, stipulation, obligation or
agreement of the Obligated Persons contained in this Agreement shall be deemed to be a
covenant. stipulation. obligation or agreement of any present or future officer, agent or employee
of the Obligated Persons in other than that person's official capacity.
Section 10, Notices. Except as otherwise expressly provided in this Agreement, it shall
be sufficient service or giving of any notice, if that notice is either mailed by first class mail,
postage prepaid. addressed to the relevant party at its Notice Address. or transmitted by
facsimile transmission addressed to the relevant party at its number for receipt of facsimile
transmissions set forth in its Notice Address. The Obligated Persons and the Trustee may
designate from time to time. by notice given hereunder, any further or different addresses
(including facsimile transmission numbers) to which any subsequent notice shall be sent.
7
Section 11. Beneficiaries. This Agreement shall inure solely to the benefit of the
Obligated Persons, the Trustee and the holders and beneficial owners from time to time of the
Bonds, and any official, employee or agent thereof acting for and on its behalf, and shall not
create any rights in any other person or entity.
Section 12. Severability. In case any section or provision of this Agreement, or any
covenant, stipulation, obligation, agreement, act or action, or part thereof made, assumed,
entered into, or taken thereunder or any application thereof, is for any reason held to be illegal
or invalid, such illegality or invalidity shall not affect the remainder thereof or any other section
or provision thereof or any other covenant, stipulation, obligation, agreement, act or action, or
part thereof made, assumed, entered into, or taken thereunder (except to the extent that such
remainder or section or provision or other covenant, stipulation, obligation, agreement, act or
action, or part thereof is wholly dependent for its operation on the provision determined to be
invalid), which shall be construed and enforced as if such illegal or invalid portion were not
contained therein, nor shall such illegality or invalidity of any application thereof affect any legal
and valid application thereof, and each such section, provision, covenant, stipulation, obligation,
agreement, act or action, or part thereof shall be deemed to be effective, operative, made,
entered into or taken in the manner and to the full extent permitted by law.
Section 13, Counterparts, This Agreement may be executed in several counterparts,
each of which shall be an original and all of which shall constitute but one and the same
instrument.
8
Section 14. Governinl!: Law. This Agreement shall be deemed to be an agreement made
under the laws of the State of Florida and for all purposes shall be governed by and construed
in accordance with the laws of the State of Florida.
IN WITNESS WHEREOF, the Agency, the City and the Trustee have caused this
Agreement to be duly executed in their respective names, all as of the date set forth above.
MIAMI BEACH REDEVELOPMENT
AGENCY
By:
Executive Director
CITY OF MIAMI BEACH, FLORIDA
By:
Finance Director
ARST UNION NATIONAL BANK,
as Trustee
By:
Authorized Officer
9
Ill!
EXHIBIT A
MIAMI BEACH REDEVELOPMENT AGENCY
$29,105,000
TAX INCREMENT REVENUE BONDS, TAXABLE SERIES
1998A (CITY CENTER/HISTORIC CONVENTION VILLAGE)
and
$9,135,000
TAX INCREMENT REVENUE BONDS, SERIES 1998B
(CITY CENTER/HISTORIC CONVENTION VILLAGE)
NOTICE TO OBLIGATED PERSON OF FAILURE
TO FILE ANNUAL INFORMATION
TO: [Authorized Disclosure Representative],
[Obligated Person]
The undersigned, as the trustee with respect to the captioned bonds (the "Bonds"), and
serving in that capacity under the Continuing Disclosure Agreement dated as of July I, 1998 (the
"Agreement"), among the undersigned and the Miami Beach Redevelopment Agency and the
City of Miami Beach, Florida (each an "Obligated Person") hereby notifies you (with each
capitalized term used but not defined herein having the meaning assigned to it in the
Agreement), that you, as an Obligated Person, as of the date of this notice, have not provided
or caused to be provided to the undersigned the Annual Information that is required under the
Agreement to be so provided not later than . The Annual Information
is required under the Agreement to be provided both to the undersigned and to each NRMSIR
and any SID not later than that date.
FIRST UNION NATIONAL BANK,
as Trustee
Dated:
By:
Title:
A-I
EXHIBIT B
MIAMI BEACH REDEVELOPMENT AGENCY
$29,105,000
TAX INCREMENT REVENUE BONDS, TAXABLE SERIES
1998A (CITY CENTERlIDSTORIC CONVENTION VILLAGE)
and
$9,135,000
TAX INCREMENT REVENUE BONDS, SERIES 1998B
(CITY CENTERlWSTORlC CONVENTION VILLAGE)
SECOND NOTICE TO OBLIGATED PERSON OF FAILURE
TO FILE ANNUAL INFORMATION
TO: [Authorized Disclosure Representative],
[Obligated Person]
The undersigned, as the trustee with respect to the captioned bonds (the "Bonds"), and
serving in that capacity under the Continuing Disclosure Agreement dated as of July 1, 1998 (the
"Agreement"), among the undersigned and the Miami Beach Redevelopment Agency and the
City of Miami Beach, Florida (each an "Obligated Person"), hereby notifies you (with each
capitalized term used but not defined herein having the meaning assigned to it in the
Agreement), that you, as an Obligated Person, as of the date of this notice, have not provided
to the undersigned the Annual Information that was required under the Agreement to be so
provided not later than
Please provide the required Annual Information to the undersigned, together with written
evidence as to whether that information has been provided to each NRMSIR and any SID and,
if so, when it was provided. If, in any instance, the Annual Information was not timely
provided to a NRMSIR or any SID in accordance with subsection 2(a)(i) of the Agreement, you
may submit a written statement regarding the Obligated Person's failure to comply that would
be provided to each NRMSIR or to the MSRB, and to any SID with the notice that the
undersigned must give of that failure to comply under subsection 2(c) of the Agreement. Any
such written evidence or statement must be received by the undersigned not later than 3: 00 p, m, ,
eastern time, on . If the undersigned has not received written evidence
by that time that a timely filing was made, a notice will be filed promptly thereafter with each
NRMSIR or the MSRB, and any SID, substantially in the form attached as Exhibit C to the
Agreement.
FIRST UNION NATIONAL BANK,
as Trustee
Dated:
By:
Title:
B-1
EXHIBIT C
MIAMI BEACH REDEVELOPMENT AGENCY
$29,105,000
TAX INCREMENT REVENUE BONDS, TAXABLE SERIES
1998A (CITY CENTER/HISTORIC CONVENTION VILLAGE)
and
$9,135,000
TAX INCREMENT REVENUE BONDS, SERIES 1998B
(CITY CENTER/HISTORIC CONVENTION VILLAGE)
NOTICE TO REPOSITORlES[, MSRB AND] [SID] OF
FAILURE TO [TIMELY] FILE ANNUAL INFORMATION
TO: [NRMSIRs or MSRB, SID]
The undersigned, as the trustee with respect to the captioned bonds (the "Bonds"), ang
serving in that capacity under the Continuing Disclosure Agreement dated as of July I, 1998 (the
"Agreement"), among the undersigned and the Miami Beach Redevelopment Agency and the
City of Miami Beach, Florida (each an "Obligated Person"), hereby notifies you (with each
capitalized term used but not defined herein having the meaning assigned to it in the
Agreement), that:
[1. , as an Obligated Person, as of the date of this notice, has not
provided or caused to be provided to the Trustee the Annual Information for its Fiscal Year that
ended " and has not provided any written evidence to the Trustee concerning
the timeliness of Its filing of that Annual Information with each NRMSIR and any SID. That
Annual Information was required under the Agreement to be provided to the Trustee, each
NRMSIR and any SID not later than ]
[1. , as an Obligated Person provided or caused to be provided the
Annual Information that was required to be provided to each NRMSIR and any SID not later
than , to [ ] on ].
[2. , as an Obligated Person has provided the attached statement
concerning its failure to provide or cause to be provided the Annual Information in accordance
with the Agreement. The Trustee does not assume any responsibility for the accuracy or
completeness of that statement and has not undertaken, and will not undertake, any investigation
to determine its accuracy or completeness.]
ARST UNION NATIONAL BANK,
as Trustee
Dated:
By:
Title:
cc: [Authorized Disclosure Representative,
Obligated Person]
C-l
APPENDIX E
FORM OF BOND COUNSEL OPINION
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FORM OF APPROVING OPINION OF BOND COUNSEL
, 1998
Miami Beach Redevelopment Agency
Miami Beach, Florida
Ladies and Gentlemen:
We have examined the Constitution and laws of the State of Florida, particularly the
Florida Community Redevelopment Act, codified as Chapter 163, Part III, Florida Statutes, as
amended (the "Redevelopment Act"), the Municipal Home Rule Powers Act, codified as Chapter
166, Florida Statutes, as amended, the Taxable Bond Act of 1987, codified as Chapter 159, Part
VII, Florida Sta~tes, as amended, Chapter 67-930, Laws of Florida, Acts of 1967, as amended
(the "Resort Tax Act"), the Charter of the City of Miami Beach, Florida (the "City"), as
amended, Ordinance No. 93-2836 adopted by the Mayor and City Commissioners (the "City
Commission") of the City on February 24, 1993, and Ordinance No, 93-28 enacted by the Board
of County Commissioners of Miami-Dade County, Florida (the "County") on April 27, 1993
(collectively, the "Act"), Resolution No, 150-94 adopted by the Chairman and Members (the
"Commission") of the Miami Beach Redevelopment Agency (the "Agency") on January 5, 1994
(the "General Resolution"), as supplemented by Resolution No, 297-98 adopted by the
Commission on July I, 1998 (the "Series Resolution" and together with the General Resolution,
the "Bond Resolution") and Resolution No. 94-21008 adopted by the City Commission on
January 5, 1994, as supplemented by Resolution No, 98-22820 adopted by the City Commission
on July 1, 1998 (collectively, the "Supplemental Revenues Resolution") and other proofs
submitted, relative to the issuance and sale of
$29,105,000
Miami Beach Redevelopment Agency
Tax Increment Revenue Bonds
Taxable Series 1998A
(City Center/Historic Convention Village)
(the "Series 1998A Bonds")
and
Miami Beach Redevelopment Agency
, 1998
Page 2
$9,135,000
Miami Beach Redevelopment Agency
Tax Increment Revenue Bonds
Series 1998B
(City Center/Historic Convention Village)
(the "Series 1998B Bonds")
issued on the date hereof (collectively, the "Series 1998 Bonds").
The Series 1998 Bonds mature in such amounts and at such times, bear interest at such
rates and are subject to redemption, all as described in a certificate of the Chairman of the
Agency, dated July 22, 1998 delivered in connection with the issuance of the Series 1998 Bonds.
The Series 1998 Bonds are being issued to finance the acquisition and clearing of certain
property and the development and construction of certain capital improvements as described in
the Series Resolution (collectively, the "Series 1998 Project") in an area of the City designated
as a "redevelopment area" pursuant to the Redevelopment Act and known as the "City
Center/Historic Convention Village Redevelopment and Revitalization Area" (the
"RedevelopmenJ Area").
As to questions of fact material to our opinion, we have relied upon such certified
proceedings and other certifications of public officials furnished to us without undertaking to
verify the same by independent investigation,
We have also examined one of the Series 1998 Bonds as executed and authenticated. We
assume that all other Series 1998 Bonds have been similarly executed and authenticated.
Based on the foregoing, we are of the opinion that:
1. Such proceedings and proofs show lawful authority for the issuance and sale of
the Series 1998 Bonds by the Agency pursuant to the Act.
2. The Bond Resolution has been duly adopted by the Commission and constitutes
a legal, valid and binding obligation of the Agency enforceable in accordance with its terms,
3. The Supplemental Revenues Resolution has been duly adopted by the City
Commission and constitutes a legal, valid and binding obligation of the City enforceable in
accordance with its terms.
f'
t
.'1<
Miami Beach Redevelopment Agency
, 1998
Page 3
4, The Series 1998 Bonds have been duly authorized, executed and delivered under
the provisions of the Bond Resolution to finance the Series 1998 Project.
5, The Series 1998 Bonds are legal, valid and binding special obligations of the
Agency enforceable in accordance with their terms and payable solely from the funds pledged
therefor under the Bond Resolution and, to the extent and on the basis provided therein, from
the funds pledged therefor under the Supplemental Revenues Resolution. The Agency has
covenanted in the Bond Resolution to deposit into a redevelopment trust fund established with
respect to the Redevelopment Area pursuant to the Redevelopment Act all revenues required to
be paid to the Agency by the County and the City under the Redevelopment Act as the same are
received and has pledged (i) a portion of said revenues as set forth in the Bond Resolution (the
"Net Trust Fund Revenues"), (ii) for so long as the City is obligated pursuant to the
Supplemental Revenues Resolution to transfer Supplemental Revenues (as defined below) for
deposit under the Bond Resolution, the Supplemental Revenues received by First Union National
Bank, as trustee (the "Trustee") under the Bond Resolution and (iii) all moneys, securities and
instruments held in the funds and accounts established under the Bond Resolution (other than the
Rebate Fund) to the payment of the principal of, premium, if any and interest on all Bonds (as
defined in the General Resolution), including the Series 1998 Bonds.
The City has covenanted in the Supplemental Revenues Resolution that upon the
occurrence of certain shortfalls in the Net Trust Fund Revenues deposited in the Sinking Fund
established under the Bond Resolution, the City will transfer to the Trustee for deposit in the
Sinking Fund sufficient revenues, to the extent available and as provided in the Supplemental
Revenues Resolution, from the proceeds of the municipal resort tax (the "Resort Tax Revenues")
imposed, levied and collected by the City pursuant to the Resort Tax Act, the Charter of the
City, as amended, and Chapter 41, Article V of the Code of the City, as amended, which are
available for the payment of subordinated obligations under Resolution No. 88-19369 adopted
by the City Commission on September 22, 1988, as supplemented by Resolution No. 96-21957
adopted by the City Commission on April 17, 1996 (collectively, the "Resort Tax Bond
Resolution") (such available portion of the Resort Tax Revenues referred to as the "Supplemental
Revenues"), to make up such shortfalls and has pledged such Supplemental Revenues for such
purpose in the Supplemental Revenues Resolution. The pledge thereunder is subordinate to the
pledge of the Resort Tax Revenues for the benefit of the outstanding City of Miami Beach,
Florida Resort Tax Revenue Refunding Bonds, Series 1996, issued under the Resort Tax Bond
Resolution and on a parity with certain other obligations secured by the City under the
Supplemental Revenues Resolution, including other Bonds. The pledge of the Supplemental
Revenues terminates upon the occurrence of certain events as described in the Supplemental
Revenues Resolution. The full faith and credit of the Agency, the City, the County or the State
Miami Beach Redevelopment Agency
, 1998
Page 4
of Florida (the "State") is not pledged to the payment of the principal of, premium, if any, and
interest on the Series 1998 Bonds and neither the Agency, the City, the County nor the State is
obligated to levy any taxes (other than with respect to the Supplemental Revenues as provided
in the Supplemental Revenues Resolution) for the payment thereof.
6. The interest on the Series 1998B Bonds is excluded from gross income for federal
income tax purposes under Section 103(a) of the Internal Revenue Code of 1986, as amended
(the "Code"), and is not an item of tax preference under Section 57 of the Code for purposes
of the alternative minimum tax imposed on individuals and corporations. The Series 1998 Bonds
and the income thereon are exempt from taxation under the laws of the State of Florida, except
for estate taxes imposed by Chapter 198, Florida Statutes, as amended, and net income and
franchise taxes imposed by Chapter 220, Florida Statutes, as amended, on interest, income or
profits on debt obligations owned by "corporations," "banks" and "savings associations," as such
terms are defined in said Chapter 220, We express no opinion as to other tax consequences
regarding the Series 1998 Bonds.
Interest on the Series 1998A Bonds is includable in gross income of the holders thereof
for federal income tax purposes, No attempt has been made or will be made to comply with
certain requirements relating to the exclusion from gross income for federal income tax purposes
of interest on the Series 1998A Bonds.
Under the Code, portions of the interest on the Series 1998B Bonds earned by certain
corporations (as defined for federal income tax purposes) may be subject to a corporate
alternative minimum tax and interest on the Series 1998B Bonds may be subject to a branch
profits tax imposed on certain foreign corporations doing business in the United States and to
a tax imposed on excess net passive income of certain S corporations,
In giving the foregoing opinion with respect to the treatment of interest on the Series
1998B Bonds and the status of the Series 1998B Bonds under the federal tax laws, we have
assumed and relied upon compliance with the covenants of the Agency and the accuracy, which
we have not independently verified, of the representations and certifications of the Agency
contained in the proceedings relating to the Series 1998 Bonds, The accuracy of certain of those
representations and certifications, and compliance by the Agency with certain of those covenants,
may be necessary for the interest on the Series 1998B Bonds to be and to remain excluded from
gross income for federal income tax purposes, Failure to comply with certain requirements with
respect to the Series I998B Bonds subsequent to issuance could cause the interest on the Series
1998B Bonds to be included in gross income for federal income tax purposes retroactively to
their date of issuance,
Miami Beach Redevelopment Agency
, 1998
Page 5
It is to be understood that the rights of the holders of the Series 1998 Bonds and the
enforceability thereof and of the Bond Resolution and the Supplemental Revenues Resolution
may be subject to bankruptcy, insolvency, reorganization, moratorium or other similar laws
affecting creditors' rights heretofore or hereinafter enacted and that their enforcement may be
subject to the exercise of judicial discretion in accordance with general principles of equity,
We express no opinion as the statement of insurance printed on the Series 1998 Bonds
referring to the financial guaranty insurance policies issued by MBIA Insurance Corporation or
as to that insurance referenced in the statement of insurance,
Respectfully submitted,
f
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APPENDIX F
SPECIMEN MUNCIPAL BOND INSURANCE POLICY
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MBIA
FINANCIAL GUARANTY INSURANCE POLICY
MBIA Insurance Corporation
Armonk, New York 10504
Pol icy No,
MBIA Insurance Corporation (Ule "Insurer"), in consideration of Ule payment of Ule premium .Uld sublect to the tenns of UllS policy, hereby
unconditionally and irrevocably guarantees to any owner. as hereinafter delined, of the following described obligations. the full and complete payment
required to be made by or on behalf ofule Issuer to
or its successor (Ule "Paying Agent") of an amount equal 10 (i) the principal of(eitiler at tile s~lIed matunly or by any advancement of maturity pUJ,uant
to a m.mdatory sinking fund payment) and interest on, tile Obligations (as timt tenn is defined below) as such payments shall become due but shall not
be so p;lid (except that in tile event of any acceleration of the due date of such principal by reason of mandatory or optional redemption or acceleration
resulting trom default or otilerwise, otiler timn any advancement of matW'ity pursuant to a mandalOlY sinking fund payment, tile payments guaranteed
hereby shall be made in such amounts and at such times as such payments of principal would have I1<:en due had Ulere not been any such acceleration);
and (ii) ule reimbursement of any such payment which is subsequently recovered ti'om any owner PlU,Uallt to a final Judgment by a coul1 of competent
jurisdiction timt such payment constitutes an avoidable preference to such owner within the meanll1g of allY applicable bankruptcy law. TIle alllounts
rclcn'ed to in clauses (i) alld (ii) ofUle preceding sentence shall be referred to herein collectively;c, lhe "Insured Amounts," "Obligations" shall mean:
Upon receipt of telephonic or telegraphic notice, such notice subsequently continned in writing by registered or cel1ified mail, or upon receipt of WI' in en
notice by registered or certified mail, by tile InsW'er from tile Paying Agent or any owner of an Obligation tile payment of all InsW'ed Amount for which
is tilen due, tilat such required payment has not been made, the Insurer on tile due date of such payment or witilin one business day after receipt of notice
of such nonpayment, whichever is later, will make a deposit of funds, in an account witil Sllte Street B.Ulk .Uld Tlust Company, NA, in New York.
New York, or its successor, sullicient for tile payment of any such hlsW'ed Amounts which al'e then due, Upon prescntment .Uld sUITender of such
Obligations or prescnDnent of such otiler proof of ownership of the Obligations, together with any appropriate instruments of assignment to evidence
tile assignment of tile InsW'ed Amounts due on tile Obligations as are paid by tile Insurer, alld appropriate insuuments to clTect tile appoinunent of tile
Insurer as agent for such owners ofUle Obligations in allY legal proceeding related to paymenl of Insured AmounLs on tile Obligations, such insuuments
being in a fonn satisfactory to State$treet Bank and Trust Company, N,A., State Street Ballk .Uld Trust COmpallY. N.A. shall disburse to such owners,
or tile Paying Agent payment of Ule Insured Amounts due on such Obligations, less any ,unoulll held by Ole Paying Agent for Ole paymelll of such
Insured Amounts and legally available Olerefor. TIlis policy docs not insW'e against loss of allY prepayment premiulll which Illay at allY time be payable
with respect to allY Obligation.
As used herein, the tenn "owner" shall mean the registered owner of any Obligation as indicated in tile books maintained by tile Paying Agent, tile
Issuer, or any designee of the Issuer for such purpose. The tenll owner shall not include the Issuer or allY pal1y whosc agreement witil tile Issuer
constitutes the underlying security for tile Obligations,
Any selVice of process on tile InsW'er may be made to the InsW'er at its offices located at 113 King Street, Annonk, New York 10504 and such selVice
of process shall be valid and binding.
This policy is non-cancellable for any reason. The premium on this policy is not reli.Jl1dablc for allY reason including the payment prior to maturity of
the Obligations.
The insurance provided by this policy is not covered by the Florida Insurance Guaranty Association created under chapter 631, Florida Statutes.
IN WITNESS WHEREOF, ule Insurer has caused tilis policy to be executed in filCsil1lile on it" behalf by ILs duly authorized ollicm, tilis
dayoi'
COUNTERSIGNED:
MBIA Insurance Corporation
I>"'s~~~~~
Resident Licensed Agent
Attest:
City, State
Assistant SeCrek1Jy
STIJ.t\CS-FI.-6
4/95