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Tab 46 D Blanket Issuer Letter of Representations (To be Completed by Issuer) Miami Beach Redevelopment Agency IName of Issuer) June 6 , 1996 (Date.' Attention: Underwriting Department—Eligibility The Depository Trust Company 33 Water Street;30th Floor New York, W 10041-0099 Ladies and Gentlemen: This letter sets forth our understanding with respect to all issues (the "Securities") that Issuer shall request be made eligible for deposit by The Depository Trust Company("DTC"). To induce DTC to accept the Securities as eligible for deposit at DTC, and to act in accordance with DTCs Rules with respect to the Securities, Issuer represents to DTC that Issuer will comply with the requirements stated in DTCs Operational Arrangements, as they may be amended from time to time. Note: Very truly yours, Schedule A contains statements that DTC believes accurately describe DTC, the method of effecting book- entrvtransfersof securities dwributed through DTC,and Miami Beach Redevelopment Agency certain related matters. (Issuer) By; JL r (. utho Officer's Signature) Received and Accepted: Jo Garcia—Pedrosa Executive Director (Typewrite Name&ride) THE DEPOSITORY TRUST COM Y 1700 Convention Center Drive (Street Address? By ,eh/jJ Miami Beach, Florida 33139 (City) (State) Mp) (305) 673-7193 (Phone Number) SCHEDULE A SAMPLE OFFERING DOCUMENT LANGUAGE DESCRIBING BOOK-ENTRY-ONLY ISSUANCE (Prepared by DTC—bracketed material may be applicable only to certain issues) 1. The Depository Trust Company ("DTC"), New York, NY, will act as securities depository for the securities (the "Securities"). The Securities will be issued as fully-registered securities registered in the name of Cede & Co. (DTC's partnership nominee). One fully-registered Security certificate will be issued for[each issue of] the Securities, [each] in the aggregate principal amount of such issue, and will be deposited with DTC. (If, however, the aggregate principal amount of[any) issue exceeds $200 million, one certificate will be issued with respect to each $200 million of principal amount and an additional certificate will be issued with respect to any remaining principal amount of such issue.] 2. 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 17A of the Securities Exchange Act of 1934. DTC holds securities that its participants ("Participants") deposit with DTC. 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 include 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. 3. Purchases of Securities under the DTC system must be made by or through Direct Participants, which will receive a credit for the Securities on DTC's records. The ownership interest of each actual purchaser of each Security ("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 Securities 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 Securities,except in the event that use of the book-entry system for the Securities is discontinued. 4.To facilitate.subsequent transfers,all Securities deposited by Participants with DTC are registered in the name of DTC's partnership nominee, Cede&Co. The deposit of Securities 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 Securities; DTC's records reflect only the identity of the Direct Participants to whose accounts such Securities are credited, which may or may not be the Beneficial Owners. The Participants will remain responsible for keeping account of their holdings on behalf of their customers. 5. 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 regulator requirements as may be in effect from time to time. [6. Redemption notices shall be sent to Cede&Co. If less than all of the Securities within an issue are being redeemed, DTCs practice is to determine by lot the amount of the interest of each Direct Participant in such issue to be redeemed.] 7. Neither DTC nor Cede 8r Co. will consent or vote with respect to Securities. Ender its usual procedures, DTC mails an Omnibus Proxy to the Issuer 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 Securities are credited on the record date (identified in a listing attached to the Omnibus Proxy). 8. Principal and interest payments on the Securities will be made to DTC. 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 payment on 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 such Participant and not of DTC, the Agent, or the Issuer, 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 Issuer or the Agent, disbursement of such payments to Direct Participants shall be the responsibility of DTC, and disbursement of such payments to the Beneficial Owners shall be the responsibility of Direct and Indirect Participants. [9.A Beneficial Owner shall give notice to elect to have its Securities purchased or tendered,through its Participant,to the [Tender/Remarketing]Agent,and shall effect delivery of such Securities by causing the Direct Participant to transfer the Participant's interest in the Securities, on DTC's records, to the (Tender/Remarketing] Agent. The requirement for physical delivery of Securities in connection with a demand for purchase or a mandatory purchase will be deemed satisfied when the ownership rights in the Securities are transferred by Direct Participants on DTC's records.] 10. DTC may discontinue providing its services as securities depository with respect to the Securities at any time by giving reasonable notice to the issuer or the Agent. Under such circumstances, in the event that a successor securities depository is not obtained, Security certificates are required to be printed and delivered. 11.The Issuer may decide to discontinue use of the system of book-entry transfers through DTC for a successor securities depository). In that event,Security certificates will be printed and delivered. 12.The information in this section concerning DTC and DTC's book-entry system has been obtained from sources that the Issuer believes to be reliable, but the Issuer takes no responsibility for the accuracy thereof. APPENDIX.I — Book-Entry--Only (BEO) Securities DTC seeks from issuers a Blanket Issuer Letter of Representations whereby the issuer agrees to comply with requirements stated in these Operational.-lrrangemenu,as they may be amended from time to time. DTC requires that it receive said letter only once from an issuer for all its future issues distributed through DTC. (Please refer to page 23 for a sample Blanket Issuer Letter of Representations.) The standards found in this :appendix A, and in other BEO :appendices listing additional standards necessary to address specific issue types, mirror the standards represented to DTC in its preprinted Letter of'Representations. The following standards apply to all BEO issues: 1. One fully-registered Security certificate will be issued for[each issue of) the Securities, [each) in the aggregate principal amount of such issue, and will be deposited with DTC. [If, however, the aggregate principal amount of[any] issue exceeds $200 million, one certificate will be issued with respect to each S200 million of principal amount and an additional certificate will be issued with respect to any remaining principal amount of such issue.) Each S200 million bond certificate will bear the following legend Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation ("DTC")to issuer or its agent for registration of transfer, exchange,or payment and any certificate issued is registered in the name of Cede& Co. or in such other name as is requested by an authorized representative of DTC(and any payment is made to Cede & Co.or to such other entry as is requested by an authorized representative of DTC), .ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERMSE BY OR TO AANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede& Co., has an interest herein. 2. In the event of a redemption, acceleration, or any other similar transaction (for example, a tender made and accepted in response to issuer's or agent's invitation) necessitating a reduction in the aggregate principal amount of bonds outstanding or an advance refunding of part of the bonds outstanding, DTC, in its discretion: (a)may request issuer or agent to issue and authenticate a new bond certificate or(b) may make an appropriate notation on the bond certificate indicating the date and amount of such reduction in principal except in the case of final maturity, in which case the certificate will be presented to issuer or agent prior to payment if required. 3. DTC may direct issuer or agent to use any other telephone number or address as the number or address to which notices or payments of interest of principal may be sent 4. In the event that issuer determines that beneficial owners of bonds shall be able to obtain certificated bonds, issuer or agent shall notify DTC of the availability of bond certificates. In such event, issuer or agent shall issue, transfer and exchange bond certificates in appropriate amounts,as required by DTC and others. 5. DTC may discontinue providing its services as securities depository with respect to the bonds at any time by giving reasonable notice to issuer or agent (at which time DTC will confirm with issuer or agent the aggregate principal amount of bonds outstanding). Under such circumstances, at DTC's request issuer and agent shall cooperate fully with DTC by taking appropriate action to make available one or more separate certificates evidencing bonds to any DTC Participant having bonds credited to its DTC accounts. 6. Nothing herein shall be deemed to require agent to advance funds on behalf of issuer. 7. Issuer: (a) understands that DTC has no obligation to, and will not, communicate to its Participants or to any person haying an interest in the securities any information contained in the security certificate(s) and (b) acknowledges that neither Participants nor any person having an interest in the securities shall be deemed to have notice of the provisions of the securitv certificate(s)by virtue of subrrussion of such certificates) to DTC. 8. Issuer, remarketing agent, tender agent, paying agent, or trustee sending notices or requests to DTC shall have a method to verify subsequently the use of the means to deliver such notices and requests to DTC,and timeliness of receipt of them by DTC. In conjunction with the Blanket Issuer Letter of Representations, issuers through counsel, may wish to add standard language for certain situations - and as needed it may be submitted as a rider to the Blanket Issuer Letter of Representations. These riders will apply for all future issues with similar processing traits. Note; In lieu of a Blanket Issuer Letter of Representations, DTC requires that it receive a separate Letter of Representations on DTC's preprinted form prior to each BEO issue's being made eligible. APPENDL B - Variable Rate Demand Obligations (VRDOs) This section is intended to advise issuers, agents and Participants (the parties to the Book-Entrv- Only (BEO) issue) of additional operational requirements necessary to process VRDOs through the depository. 1. In the event that certain Securities are not subject to a partial redemption, DTC will exclude such Securities from its redemption procedures if such exclusion is requested as follows. Such request shall be in writing and shall contain: (a) certification by Trustee or Issuer that the principal amount of such Securities is not subject to the partial redemption and certification by a custodian/DTC Participant that the Participant's position on DTC's records includes such Securities; and (b) certification by Trustee or Issuer that the election to exclude such Securities from the partial redemption is authorized under the Document. Such request shall be sent to DTC's Call Notification Department in the manner indicated on page 11, paragraph 4b., to assure that such request is in DTC's possession no later than the close of business two business days before the Publication Date of the partial redemption nonce. 2. It is understood that for so long as optional tenders of the Securities may be made daily following same-day or seven-day notice, such tenders will be effected by means of DTC's Deliver Order Procedures. DTC shall have no responsibility to distribute notices regarding such optional tenders, or to ascertain whether any such tender has been made. Except as otherwise provided herein, and in accordance with DTC procedures for exercise of voting and consenting rights, the parties hereto acknowledge that so long as Cede & Co. is the sole record owner of the Securities it shall be entitled to all voting rights applicable to the Securities and to receive the full amount of all distributions payable with respect to the Securities. The parties acknowledge that DTC shall treat any DTC Participant ("Participant") having Securities credited to its DTC accounts as entitled to the full benefits of ownership of such Securities even if the credits of Securities to the DTC accounts of such Participant result from failures to deliver Securities or improper deliveries of Securities by an owner of Securities subject to tender for purchase. Without limiting the generality of the preceding sentence, the parries acknowledge that DTC shall treat any Participant having Securities credited to its DTC accounts as entitled to receive distributions and voting rights, if any, with respect to the Securities and to receive certificates evidencing Securities if such certificates are to be issued in accordance with paragraphs 4-& 5 of Appendix A. (The treatment by DTC of the effects of the crediting by it of Securities to the accounts of Participants described in the preceding two sentences shall not affect the rights of the parties hereto against any Participant.) 3. It is understood that for so long as optional tenders of the Securities may be made less frequently than daily following same-day or seven-day notice (e.g., during a monthly, quarterly, semi-annual, or annual tender period)and Cede& Co.,as nominee of DTC, or its registered assigns, as the record owner of Securities, is entitled to tender the Securities, such tenders will be effected by means of DTC's Put Option Procedures. Under the Put Option Procedures, DTC will receive during the applicable tender period instructions from its Participants to tender Securities for purchase. The parties agree that such tenders for purchase may be made by DTC by means of a book-entry credit of such Securities to the account of Tender Agent, provided that such credit is made on or before the final day of the applicable tender period. DTC agrees that, promptly after the recording of any such book- entry credit, it will provide to Tender Agent an Agent Put Daily Activity Report in accordance with the Put Option Procedures, identifying the Securities and the aggregate principal amount thereof as to which such tenders for purchase have been made. Trustee or Issuer shall send a notice to DTC regarding such optional tenders of Securities by hand or by a secure means (e.g., legible telecopy, registered or certified mail, overnight delivery) in a timely manner designed to ensure that such notice is in DTC's possession no later than the close of business two business days before the Publication Date. The Publication Date shall be not less than 15 days prior to the start of the applicable tender period. Such notice shall state whether any partial redemption of the Securities is scheduled to occur during the applicable optional tender period. If delivered by hand or sent by mail or overnight delivery,such notice shall be sent to: Supervisor, Put Bond Unit Reorganization Department The Depository Trust Company 7 Hanover Square;23rd Floor New York, NY 10004-2695 If sent by telecopy, such notice shall be sent to(212) 709-1093 or(212) 709-1094.Trustee or Issuer shall confirm DTC's receipt of such telecopy by telephoning(212) 709-1470. For so long as the Securities are SDFS Securities, principal payments (plus accrued interest, if any) as the result of optional tenders for purchase effected by means of DTC's Put Option Procedures shall be received by DTC on each purchase date in same-day funds in the manner set forth in the SDFS Paying Agent Operating Procedures-. Such payments shall be sent in time to be credited to DTC's account at the FRBNY no later than 10:00 a.m. (Paying Agent's local rime) on the purchase date or as soon as possible thereafter following Paying .-kgent's receipt of funds from Issuer. It is understood that: (a) until DTC receives such payments in its FRBNY account, the optionally tendered Securities will remain in Tender .-4ent's DTC account;and(b)unless DTC receives such pa mens in its FRBNY account by 2:00 p.m. (Eastern Time), it may be unable to distribute su, .i payments to DTC Participants or release the Securities to the Remarketing agent that sam •day. For so long as the Securities are NTDFS Securities, principal payments(plus accrued interest, if any)as the result of optional tenders for purchase effected by means of DTC's Put Option Procedures shall be received by Cede & Co., as nominee of DTC, or its registered assigns, on each purchase date in next-day funds or the equivalent in accordance with existing arrangements between Tender Agent and DTC. Such payments shall be made payable to the order of Cede & Co. and shall be addressed to Supervisor, Put Bond Unit, Reorganization Department,as indicated in paragraph 3 above. 4. In the event of a change or proposed change in the interest-rate mode of the Securities from one variable-rate mode to any other variable-rate mode, or to a fixed-rate mode, Trustee or Issuer shall send a notice to DTC of such event specifying, as applicable: (a) the name and number of the DTC Participant account to which mandatorily tendered Securities are to be delivered by DTC on the purchase date after DTC receives payment for such Securities; and (b) the first interest payment date under the new mode. Such nonce shall be sent to DTC by a secure means (e.g., legible telecopy, registered or certified mail, overnight delivery) in a timely manner designed to ensure that such notice is in DTC's possession no later than the close of business two business days before the Publication Date. The Publication Date shall be not less that 15 days prior to the expiration date of the period provided for security owner elections to retain Securities as discussed in paragraph 6. If delivered by hand or sent by mail or overnight delivery, such notice shall be sent to both: \,Ianager,VRDO Eligibility Section Supervisor, Put Bond Unit Underwriting Department Reorganization Department The Depository Trust Company -and- The Depository Trust Company 55 Water Street; 50th Floor 7 Hanover Square;23rd Floor New York,NY 10041-0099 New York, NY 10004-2695 If sent by telecopy,such notice shall be sent to both: DTC's Underwriting Department -aan(L-- DTC's Reorganization Department at(212)898-3726 or(212)344-1531 at(212) 709-1093 or(212)709-1094 Begmntng m the day DTC tottuem ur setrlement systems to only rams-day fund,then SDFS Paying Agent Openang Procedures wdl espm.At that tmrr,then pmwpal p,rmentr shall be paid to DTC aermding to the inr utsionr listed to the Iasi paragraph of this sernan i by 1:30 p.m. ET. Trustee or Issuer shall confirm DTC's receipt of such telecopy by telephoning the Underwriting Department at (212) 898-3731 and the Reorganization Department at (212) ;09-1470. All other notices regarding the interest rate on the Securities(before and after any change in the interest-rate mode) shall be delivered to Manager, `'RDO Announcement, Dividend Department. 5. In the event of expiration or substitution of a facility supporting the Securities (such as a letter of credit)or non reinstatement of the amount available to pay interest on the Securities pursuant to such a facility, Trustee or Issuer shall send a notice to DTC of such event specif}ing, as applicable, the name and number of the DTC Participant account to which mandatonly tendered Securities are to be delivered by DTC on the purchase date after DTC receives pa}Trent for such Securities. Such notice shall be sent to DTC by a secure means (e.g., legible telecopy, registered or certified mail, overnight delivery) in a timely manner designed to ensure that such notice is in DTC's possession no later than the close of business two business days before the Publication Date or, as applicable, immediately after Trustee receives notice that the Securities are subject to acceleration. The Publication Date shall be not less than 15 days prior to the expiration date of the period provided for security owner elections to retain Securities as discussed in paragraph 6. Such notice shall be sent to Supervisor, Put Bond Unit, Reorganization Department. 6.Where the offering Document provides that the Securities are subject to mandatory tender except with respect to security owner elections to retain Securities, it is understood that DTC will use its Put Option Procedures to process such elections. Under the Put Option Procedures, DTC will receive instructions during the applicable election period from Participants to retain Securities. DTC, on behalf of such Participant, will notify Tender Agent of the aggregate principal amount of Securities that will not be tendered and will be retained. If the mandatonly tendered Securities are to be replaced with two or more issues of Securities (the "Replacement Securities"), Tender Agent shall be responsible for allocating specific Replacement Securities by CUSIP number to the Participants that elected to retain Securities. In cases in which prior to a mandatory tender, certain Securities are not subject to such mandatory tender, if requested as follows, DTC will exclude such Securities from its mandatory tender procedures. Such request shall be in writing and shall contain: (a) certification by Trustee or Issuer that the principal amount of such Securities is not subject to the mandatory tender and certification by a custodian/Pardcipant that the Participant's position on DTC's records includes such Securities; and(b) certification by Trustee or Issuer that the election to exclude such Securities from the mandatory tender is authorized under the Document. Such request shall be sent to Supervisor, Put Bond Unit, Reorganization Department, in the manner indicated in paragraph 4, above, to ensure that such request is in DTC's possession no later than the close of business two business days before the Publication Date of the mandatory tender notice. For so long as the Securities are SDFS Securities, principal payments (plus accrued interest, in any) as the result of mandatory tenders for purchase (including mandatory tenders upon change in the interest-rate mode of the Securities, or upon expiration, substitution, or non- reinstatement of a facility supporting the Securities) shall be received by DTC on the purchase date in same-day funds in the manner set forth in the SDFS Paying Agent Operating Procedures and described on page 10, paragraph 1 in main body of OA. For so long as the Securities are NDFS Securities, such principal payments shall be received by DTC on the purchase date in next-day funds in the manner set forth on page 10, paragraph I in main body of OA. Beginning on the day DTC converts its settlement tymmi to only saw-day fundr the SDFS Paying Agent Operating Procedures? a expiry.At that time,there principal payments sbaq be paid to DTC according to the instruction;lured in the next paragrapb of this section 6.